What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-05 compared with 2024-02-06 · 261 added, 502 removed, 1280 unchanged (37% of the section changed)

39 unchanged sentences

47,272 66,214

Cumulative net unrealized depreciation of other — 29

Overdistributed net investment income

1 unchanged sentence

Accumulated net realized gain in excess of distributions

15,966 10,495

Total distributable earnings

10 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

Three Months Ended June 30,

INVESTMENT INCOME

3 unchanged sentences

Affiliate investments

6,351 4,689 18,285 12,985

Cash and cash equivalents

111 21 731 53

Total interest income

1 unchanged sentence

Dividend income

Non-Control/Non-Affiliate investments

Affiliate investments

— 4,466 1,907 6,018

Total dividend income

— 4,466 1,907 10,847

Success fee income

Non-Control/Non-Affiliate investments

1,382 1,061 1,382 7,794

Total success fee income

1,382 1,061 1,382 7,794

Total investment income

3 unchanged sentences

Loan servicing fee (A)

2,332 2,080 6,829 5,754

Incentive fee (A)

1 unchanged sentence

Administration fee (A)

450 410 1,306 1,352

Interest expense on borrowings

6,520 4,074 17,598 11,715

Amortization of deferred financing costs and discounts

589 452 1,708 1,350

Professional fees

411 331 1,030 1,564

Other general and administrative expenses

891 780 2,404 2,793

Expenses before credits from Adviser

5 unchanged sentences

Total expenses, net of credits to fees

13,337 13,025 47,204 34,330

NET INVESTMENT INCOME

1 unchanged sentence

REALIZED AND UNREALIZED GAIN (LOSS)

Net realized gain (loss):

Net realized gain:

Non-Control/Non-Affiliate investments

$ 43,459 $ 473 $ 43,748 $ 7,504

Affiliate investments

2 3,371 275 3,371

Control investments

— — 882 ( 277 )

Total net realized gain

43,461 3,844 44,905 10,598

Net unrealized (depreciation) appreciation:

5 unchanged sentences

( 1,443 ) ( 93 )

( 92 ) — ( 29 ) —

Total net unrealized (depreciation) appreciation

1 unchanged sentence

Net realized and unrealized (loss) gain ( 18,940 ) 346

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

$ ( 6,526 ) $ 8,786

2 unchanged sentences

$ 0.34 $ 0.25

Net increase in net assets resulting from operations $ 0.19 $ 0.47 $ 1.85 $ 0.93

Net (decrease) increase in net assets resulting from operations $ ( 0.18 ) $ 0.26

WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

9 unchanged sentences

Net realized gain on investments 2 1,155

Net unrealized (depreciation) appreciation of investments ( 820 ) 212

Net unrealized depreciation of other 11 —

Net increase in net assets from operations

DISTRIBUTIONS (A)

Distributions to common stockholders from net investment income ( $ 0.21 and $ 0.10 per share, respectively)

( 7,069 ) ( 3,188 )

Distributions to common stockholders from net realized gains ( $ 0.15 and $ 0.25 per share, respectively)

( 5,024 ) ( 8,268 )

Net decrease in net assets from distributions

( 12,093 ) ( 11,456 )

CAPITAL ACTIVITY

Issuance of common stock

Discounts, commissions, and offering costs for issuance of common stock

Net increase in net assets from capital activity

NET (DECREASE) INCREASE IN NET ASSETS

( 3,307 ) 579

NET ASSETS, JUNE 30

$ 436,435 $ 446,409

Net investment (loss) income $ ( 1,730 ) $ 11,416

Net realized gain on investments 289 2,302

Net unrealized appreciation (depreciation) of investments 48,745 ( 10,643 )

Net unrealized depreciation of investments ( 18,942 ) ( 820 )

Net unrealized depreciation of other — 11

Net increase in net assets from operations

DISTRIBUTIONS (A)

Distributions to common stockholders from net investment income ( $ 0.20 and $ 0.14 per share, respectively)

( 6,665 ) ( 4,678 )

Distributions to common stockholders from net realized gains ( $ 0.16 and $ 0.08 per share, respectively)

( 5,519 ) ( 2,797 )

Net decrease in net assets from distributions

( 12,184 ) ( 7,475 )

CAPITAL ACTIVITY

Issuance of common stock

Discounts, commissions, and offering costs for issuance of common stock

Net increase in net assets from capital activity

NET INCREASE (DECREASE) IN NET ASSETS

39,231 ( 3,939 )

NET ASSETS, SEPTEMBER 30

Net (decrease) increase in net assets from operations

( 6,526 ) 8,786

Net investment income $ 9,744 $ 8,569

Net realized gain on investments 43,461 3,844

Net unrealized (depreciation) appreciation of investments ( 46,534 ) 3,366

Net unrealized appreciation of other ( 92 ) —

Net increase in net assets from operations

DISTRIBUTIONS (A)

2 unchanged sentences

Distributions to common stockholders from net realized gains ( $ 0.00 and $ 0.15 per share, respectively)

( 28,009 ) ( 4,652 )

Net decrease in net assets from distributions

3 unchanged sentences

Discounts, commissions, and offering costs for issuance of common stock

( 332 ) ( 42 )

Net increase in net assets from capital activity

NET (DECREASE) INCREASE IN NET ASSETS

NET DECREASE IN NET ASSETS

( 15,331 ) ( 3,307 )

NET ASSETS, DECEMBER 31

NET ASSETS, JUNE 30

$ 477,380 $ 436,435

4 unchanged sentences

(IN THOUSANDS)

Nine Months Ended December 31,

Three Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase in net assets resulting from operations

Net (decrease) increase in net assets resulting from operations

$ ( 6,526 ) $ 8,786

3 unchanged sentences

Principal repayments of investments

27,500 50,300

Net proceeds from the sale and recapitalization of investments

52,228 35,533

Net realized gain on investments

( 2 ) ( 1,155 )

Net unrealized (appreciation) depreciation of investments

( 1,391 ) 7,065

Net unrealized depreciation of investments

Net unrealized appreciation of other

Amortization of premiums, discounts, and acquisition costs, net

Amortization of deferred financing costs and discounts

Bad debt (recoveries) expense, net

Bad debt expense, net of recoveries

Changes in assets and liabilities:

2 unchanged sentences

Decrease in due from administrative agent

Decrease (increase) in other assets, net

Increase in other assets, net

( 105 ) ( 684 )

Increase in accounts payable and accrued expenses

Increase in interest payable

Increase in fees due to Adviser (A)

Decrease in fee due to Administrator (A)

(Decrease) increase in interest payable

Decrease in fees due to Adviser (A)

( 6,127 ) ( 577 )

Increase in other liabilities

Net cash used in operating activities ( 75,717 ) ( 13,405 )

Increase in fee due to Administrator (A)

(Decrease) increase in other liabilities

Net cash provided by (used in) operating activities 12,321 ( 36,447 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock

Discounts, commissions, and offering costs for issuance of common stock ( 297 ) ( 48 )

Proceeds from line of credit

7 unchanged sentences

( 8,805 ) ( 12,093 )

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS

Net cash (used in) provided by financing activities

( 12,351 ) 70,951

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS

( 30 ) 34,504

CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF PERIOD

7 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS

DECEMBER 31, 2023

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

42 unchanged sentences

Nocturne Luxury Villas, Inc.

– Term Debt (SOFR+ 10.5 %, 14.5 % Cash, Due 6/2026) (J)(P)

– Term Debt (SOFR+ 10.5 %, 14.5 % Cash, Due 6/2026) (J)(O)

61,100 61,100 61,100

6 unchanged sentences

The E3 Company, LLC – Line of Credit, $ 2,000 available (SOFR+ 5.5 %, 10.8 % Cash, Due 2/2025) (J)

1,000 1,000 1,000

The E3 Company, LLC – Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 9/2028) (J)

20 unchanged sentences

Cargo Transport – 2.7 %

Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 14.4 % Cash, Due 5/2024) (Q)

Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 9/2024) (G)(J)

13,000 13,000 13,000

2 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

15 unchanged sentences

– Preferred Stock (C)(J)

10,080 — 5,382

Mason West, LLC – Preferred Stock (C)(J)

36 unchanged sentences

Cargo Transport – 0.0 %

Diligent Delivery Systems – Common Stock Warrants (C)(Q)

Diligent Delivery Systems – Common Stock Warrants (C)(J)

Diversified/Conglomerate Manufacturing – 0.0 %

9 unchanged sentences

18,721 30,746 37,883

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

Funko Acquisition Holdings, LLC (K) – Common Units (C)(O)

Total Common Equity/Equivalents $ 44,597 $ 41,254

3 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

24 unchanged sentences

Mining, Steel, Iron and Non-Precious Metals – 3.8 %

Utah Pacific Bridge & Steel, Ltd.

UPB Acquisition, Inc.

– Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2026) (J)

5 unchanged sentences

B+T Group Acquisition, Inc.

(K) – Term Debt (SOFR+ 2.0 %, 7.4 % Cash, Due 12/2024) (J)

(K) – Line of Credit, $ 297 available (SOFR+ 2.0 %, 7.3 % Cash, Due 6/2025) (J)

B+T Group Acquisition, Inc.

(K) – Term Debt (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2026) (G)(J)

14,000 14,000 5,364

29 unchanged sentences

Mining, Steel, Iron and Non-Precious Metals – 3.4 %

Utah Pacific Bridge & Steel, Ltd.

UPB Acquisition, Inc.

- Preferred Stock (C)(J)

8 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

17 unchanged sentences

9,210 $ 9,210 $ 1,462

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Line of Credit, $ 0 available (SOFR+ 5.0 %, 10.4 % Cash, Due 5/2023) (G)(J)

4,550 4,550 —

Total Secured First Lien Debt $ 9,210 $ 1,462

Secured Second Lien Debt – 0.0 %

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Term Debt (SOFR+ 4.0 %, 9.4 % Cash, Due 4/2024) (G)(J)

$ 3,200 $ 3,200 $ —

Total Secured Second Lien Debt $ 3,200 $ —

Preferred Equity – 0.0 %

3 unchanged sentences

8,199 $ 8,199 $ —

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Preferred Stock (C)(J)

6,899 6,899 $ —

Total Preferred Equity $ 8,199 $ —

Common Equity/Equivalents – 0.0 %

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Common Stock (C)(J)

Total Common Equity/Equivalents $ 1 $ —

Total Control Investments $ 17,409 $ 1,462

4 unchanged sentences

Additionally, under Section 55 of the Investment Company Act of 1940, as amended (the "1940 Act"), we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70 % of our total assets.

As of December 31, 2023, our investment in Funko Acquisition Holdings, LLC ("Funko") was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.4 % as of December 31, 2023.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.3 % as of June 30, 2024.

If applicable, paid-in-kind interest rates are noted separately from the cash interest rate.

3 unchanged sentences

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of December 31, 2023.

(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of June 30, 2024.

(E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") fair value hierarchy.

12 unchanged sentences

(M) Affiliate investments, as defined by the 1940 Act, are those that are not Control investments and in which we own, with the power to vote, between and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(N) Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.

(O) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy.

Our common units in Funko are convertible into class A common stock in Funko, Inc.

upon meeting certain requirements.

Fair value was based on the closing market price of shares of Funko, Inc.

as of the reporting date, less a discount for lack of marketability.

is traded on the Nasdaq Global Select Market under the trading symbol “FNKO.” Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(P) Debt security is subject to an interest rate ceiling.

(Q) Fair value was based on the expected exit or payoff amount, where such even has occurred or is expected to occur imminently.

(O) Debt security is subject to an interest rate ceiling.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

10 unchanged sentences

Dema/Mai Holdings, Inc.

– Term Debt (L+ 11.0 %, 15.9 % Cash, Due 7/2027) (J)

– Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 7/2027) (J)

$ 38,250 $ 38,250 $ 38,250

Diversified/Conglomerate Manufacturing – 1.1 %

Phoenix Door Systems, Inc – Line of Credit, $ 0 available (L+ 7.0 %, 11.9 % Cash ( 0.3 % Unused Fee), Due 3/2024) (I)

Phoenix Door Systems, Inc.

– Line of Credit, $ 0 available (SOFR+ 7.0 %, 12.3 % Cash ( 0.3 % Unused Fee), Due 9/2026) (J)

2,750 2,750 2,750

Phoenix Door Systems, Inc.

– Term Debt (L+ 11.0 %, 15.9 % Cash, Due 9/2024) (I)

– Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 9/2026) (J)

3,200 3,200 2,817

Diversified/Conglomerate Services – 16.8 %

Counsel Press, Inc.

– Term Debt (L+ 11.8 %, 16.6 % Cash, Due 3/2024) (J)

21,100 21,100 21,100

Counsel Press, Inc.

– Term Debt (L+ 13.0 %, 17.9 % Cash, Due 3/2024) (J)

6,400 6,400 6,400

Horizon Facilities Services, Inc.

– Term Debt (L+ 7.5 %, 12.4 % Cash, Due 6/2026) (J)

– Term Debt (SOFR+ 7.5 %, 12.8 % Cash, Due 6/2026) (J)

57,700 57,700 57,700

Mason West, LLC – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2025) (J)

Mason West, LLC – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2025) (J)

25,250 25,250 25,250

2 unchanged sentences

Educators Resource, Inc.

– Term Debt (L+ 10.5 %, 15.4 % Cash, Due 11/2023) (J)

– Term Debt (SOFR+ 10.5 %, 15.8 % Cash, Due 3/2025) (J)

20,000 20,000 20,000

1 unchanged sentence

Brunswick Bowling Products, Inc.

– Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)

– Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 1/2026) (J)

17,700 17,700 17,700

Brunswick Bowling Products, Inc.

– Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)

– Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 1/2026) (J)

6,850 6,850 6,850

Ginsey Home Solutions, Inc.

– Term Debt (L+ 10.0 %, 14.9 % Cash, Due 11/2025) (J)

– Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 11/2025) (J)

12,200 12,200 12,200

2 unchanged sentences

Nocturne Luxury Villas, Inc.

– Line of Credit, $ 2,000 available (L+ 8.0 %, 12.9 % Cash, Due 6/2024) (J)

– Line of Credit, $ 0 available (SOFR+ 8.0 %, 13.3 % Cash, Due 6/2025) (J)

4,000 4,000 4,000

Nocturne Luxury Villas, Inc.

– Term Debt (L+ 10.5 %, 15.4 % Cash, Due 6/2026) (J)

– Term Debt (SOFR+ 10.5 %, 14.5 % Cash, Due 6/2026) (J)(P)

61,100 61,100 61,100

2 unchanged sentences

Schylling, Inc.

– Term Debt (L+ 11.0 %, 15.9 % Cash, Due 5/2025) (J)

– Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 5/2025) (J)

27,981 27,981 27,981

Oil and Gas – 7.1 %

The E3 Company, LLC – Line of Credit, $ 1,000 available (SOFR+ 5.5 %, 10.8 % Cash, Due 2/2025) (J)

1,000 1,000 1,000

The E3 Company, LLC – Term Debt (SOFR+ 9.0 %, 14.3 %Cash, Due 9/2028) (J)

33,750 33,750 33,750

34,750 34,750

Printing and Publishing – 2.6 %

Home Concepts Acquisition, Inc.

– Line of Credit, $ 1,000 available (SOFR+ 6.0 %, 11.3 % Cash, Due 11/2024) (J)

1,000 1,000 1,000

Home Concepts Acquisition, Inc.

– Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 5/2028) (J)

12,000 12,000 12,000

13,000 13,000

Total Secured First Lien Debt $ 324,731 $ 324,348

2 unchanged sentences

Galaxy Technologies Holdings, Inc.

– Term Debt (L+ 4.1 %, 9.0 % Cash, Due 10/2026) (J)

– Term Debt (SOFR+ 4.1 %, 9.4 % Cash, Due 10/2026) (J)

$ 6,900 $ 6,900 $ 6,900

Galaxy Technologies Holdings, Inc.

– Term Debt (L+ 7.0 %, 11.9 % Cash, Due 10/2026) (J)

– Term Debt (SOFR+ 7.0 %, 12.3 % Cash, Due 10/2026) (J)

18,796 18,796 18,796

1 unchanged sentence

Cargo Transport – 2.6 %

Diligent Delivery Systems – Term Debt (L+ 9.0 %, 13.9 % Cash, Due 5/2024) (I)

Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 9/2024) (Q)

13,000 13,000 13,000

1 unchanged sentence

SFEG Holdings, Inc.

– Term Debt (L+ 7.0 %, 11.9 % Cash, Due 11/2024) (J)

3,128 3,128 3,128

SFEG Holdings, Inc.

– Term Debt (L+ 7.0 %, 11.9 % Cash, Due 11/2024) (J)

12,516 12,516 12,516

– Term Debt (SOFR+ 7.0 %, 12.5 % Cash, Due 10/2028) (J)

54,644 54,644 54,644

9 unchanged sentences

Preferred Equity – 33.0 %

Building and Real Estate – 5.1 %

Buildings and Real Estate – 4.5 %

Dema/Mai Holdings, Inc.

2 unchanged sentences

Diversified/Conglomerate Services – 4.0 %

Counsel Press, Inc.

– Preferred Stock (C)(J)

6,995 6,995 27,885

Horizon Facilities Services, Inc.

– Preferred Stock (C)(J)

10,080 — 12,345

Mason West, LLC – Preferred Stock (C)(J)

13 unchanged sentences

16,236 49,650

Hotels, Motels, Inns, and Gaming Total – 3.7 %

Hotels, Motels, Inns, and Gaming – 2.5 %

Nocturne Luxury Villas, Inc.

5 unchanged sentences

4,000 4,000 11,369

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 1.0 %

SFEG Holdings, Inc.

Oil and Gas – 3.3 %

The E3 Company, LLC – Preferred Stock (C)(J)

11,233 11,233 16,421

Printing and Publishing – 0.3 %

Home Concepts Acquisition, Inc.

– Preferred Stock (C)(J)

8 unchanged sentences

Cargo Transport – 0.1 %

Diligent Delivery Systems – Common Stock Warrants (C)(J)

Diligent Delivery Systems – Common Stock Warrants (C)(Q)

Diversified/Conglomerate Manufacturing– 0.0 %

23 unchanged sentences

Secured First Lien Debt – 30.0 %

Diversified/Conglomerate Manufacturing – 1.0 %

Edge Adhesives Holdings, Inc.

(K) – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 8/2024) (G)(J)

$ 9,210 $ 9,210 $ 4,255

Diversified/Conglomerate Services – 15.7 %

ImageWorks Display and Marketing Group, Inc.

– Term Debt (L+ 11.0 %, 15.9 % Cash, Due 11/2025) (J)

– Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 11/2025) (J)

$ 22,000 $ 22,000 $ 22,000

- Atlanta, LLC - Line of Credit, $ 0 available (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)

- Atlanta, LLC – Line of Credit, $ 0 available (SOFR+ 6.0 %, 11.3 % Cash, Due 6/2025) (G)(J)

5,000 5,000 2,682

- Atlanta, LLC - Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)

- Atlanta, LLC – Term Debt (SOFR+ 6.0 %, 11.3 % Cash, Due 6/2025) (G)(J)

16,500 16,500 8,852

- Atlanta, LLC – Term Debt (L+ 10.3 %, 15.1 % Cash, Due 6/2025) (G)(J)

- Atlanta, LLC – Term Debt (SOFR+ 10.3 %, 15.6 % Cash, Due 6/2025) (G)(J)

26,000 26,000 13,949

- Atlanta, LLC – Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)

- Atlanta, LLC – Term Debt (SOFR+ 6.0 %, 11.3 % Cash, Due 6/2025) (G)(J)

2,438 2,438 1,308

The Maids International, LLC – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 3/2025) (J)

The Maids International, LLC – Term Debt (SOFR+ 10.5 %, 15.8 % Cash, Due 3/2025) (J)

28,560 28,560 28,560

2 unchanged sentences

Old World Christmas, Inc.

– Term Debt (L+ 9.5 %, 14.4 % Cash, Due 12/2025) (J)

– Term Debt (SOFR+ 9.5 %, 14.8 % Cash, Due 12/2025) (J)

43,000 43,000 43,000

1 unchanged sentence

Utah Pacific Bridge & Steel, Ltd.

- Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2026) (J)

– Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2026) (J)

18,250 18,250 18,250

1 unchanged sentence

B+T Group Acquisition, Inc.

(K) – Line of Credit, $ 0 available (L+ 11.0 %, 15.9 % Cash, Due 12/2024) (J)

(K) – Line of Credit, $ 0 available (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2026) (J)

3,080 3,080 3,080

B+T Group Acquisition, Inc.(K) – Line of Credit, $ 394 available (SOFR+ 2.0 %, 7.3 % Cash, Due 6/2025)(J)

B+T Group Acquisition, Inc.

(K) – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 12/2024) (J)

14,000 14,000 14,000

(K) – Term Debt (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2026) (J)

14,000 14,000 5,266

3 unchanged sentences

PSI Molded Plastics, Inc.

– Term Debt (L+ 5.5 %, 10.4 % Cash, Due 1/2024) (J)

– Term Debt (SOFR+ 5.5 %, 10.8 % Cash, Due 1/2026) (J)

$ 26,618 $ 26,618 $ 20,363

Diversified/Conglomerate Services – 5.1 %

Nth Degree, Inc.

– Term Debt (SOFR+ 8.5 %, 13.8 % Cash, Due 6/2029) (I)

25,000 25,000 25,000

Total Secured Second Lien Debt

5 unchanged sentences

158,598 $ 19,730 $ —

Diversified/Conglomerate Manufacturing – 0.0 %

Edge Adhesives Holdings, Inc.

(K) – Preferred Stock (C)(J)

8,199 8,199 —

Diversified/Conglomerate Services – 1.6 %

6 unchanged sentences

6,640 6,640 5,426

24,309 14,126

Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.2 %

6 unchanged sentences

6,000 6,000 12,287

Telecommunications – 0.0 %

B+T Group Acquisition, Inc.

(K) – Preferred Stock (C)(J)

14,304 4,722 —

Total Preferred Equity $ 54,761 $ 50,958

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

6 unchanged sentences

Cost Fair Value

Telecommunications – 0.5 %

B+T Group Acquisition, Inc.

(K) – Preferred Stock (C)(J)

14,304 4,722 2,187

Total Preferred Equity $ 62,960 $ 58,051

Common Equity/Equivalents – 10.4 %

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Secured First Lien Debt – 0.6 %

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Line of Credit, $ 150 available (L+ 5.0 %, 9.9 % Cash, Due 5/2023) (G)(J)

Diversified/Conglomerate Manufacturing – 0.6 %

Edge Adhesives Holdings, Inc.

(K) – Term Debt (SOFR+ 5.5 %, 10.8 % Cash, Due 8/2024) (G)(J)

$ 9,210 $ 9,210 $ 2,905

Total Secured First Lien Debt $ 9,210 $ 2,905

Secured Second Lien Debt – 0.0 %

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Term Debt (L+ 4.0 %, 8.9 % Cash, Due 4/2024) (G)(J)

$ 3,200 $ 3,200 $ —

Total Secured Second Lien Debt $ 3,200 $ —

Preferred Equity – 0.0 %

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Preferred Stock (C)(J)

Diversified/Conglomerate Manufacturing – 0.0 %

Edge Adhesives Holdings, Inc.

(K) – Preferred Stock (C)(J)

8,199 $ 8,199 $ —

Total Preferred Equity $ 8,199 $ —

Common Equity/Equivalents – 0.2 %

Leisure, Amusement, Motion Pictures, and Entertainment – 0.2 %

Gladstone SOG Investments, Inc.

- Common Stock (C)(J)

100 $ 620 $ 713

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %

The Mountain Corporation – Common Stock (C)(J)

Total Common Equity/Equivalents $ 621 $ 713

Total Control Investments $ 17,409 $ 2,905

TOTAL INVESTMENTS – 171.4 % (P)

TOTAL INVESTMENTS – 186.8 % (R)

$ 854,290 $ 920,504

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2023

(DOLLAR AMOUNTS IN THOUSANDS)

(A) Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company.

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Additionally, under Section 55 of the 1940 Act, we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70 % of our total assets.

As of March 31, 2023, our investment in Funko was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate ("LIBOR" or "L"), which was 4.9 % as of March 31, 2023.

As of March 31, 2024, our investment in Funko Acquisition Holdings, LLC ("Funko") was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1 % of total investments, at fair value.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30-day SOFR, which was 5.3 % as of March 31, 2024.

If applicable, paid-in-kind interest rates are noted separately from the cash interest rate.

Certain securities are subject to an interest rate floor.

The cash interest rate is the greater of the floor or 30-day LIBOR plus a spread.

The cash interest rate is the greater of the floor or reference rate plus a spread.

Due dates represent the contractual maturity date.

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(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of March 31, 2024.

(E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the ASC 820 fair value hierarchy.

(E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB ASC 820 fair value hierarchy.

Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

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Warrants are represented as a percentage of ownership, as applicable.

(I) Fair value was based on an internal yield analysis or on estimates of value submitted by a third-party valuation firm.

(I) Fair value was based on internal yield analysis or on estimates of value submitted by a third-party valuation firm.

Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

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Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(K) One of our affiliated funds, Gladstone Capital Corporation, co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S.

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(P) Cumulative gross unrealized appreciation for federal income tax purposes is $ 150.4 million;

(P) Debt security is subject to an interest rate ceiling.

(Q) Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.

(R) Cumulative gross unrealized appreciation for federal income tax purposes is $ 180.5 million;

cumulative gross unrealized depreciation for federal income tax purposes is $ 115.8 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

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We intend that our investment portfolio over time will consist of approximately 75.0 % in debt investments and 25.0 % in equity investments, at cost.

As of December 31, 2023, our investment portfolio was comprised of 76.6 % in debt investments and 23.4 % in equity investments, at cost.

As of June 30, 2024, our investment portfolio was comprised of 77.0 % in debt investments and 23.0 % in equity investments, at cost.

Gladstone Business Investment, LLC (“Business Investment”), a wholly-owned subsidiary of ours, was established on August 11, 2006 for the sole purpose of holding certain investments pledged as collateral under our line of credit.

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In our opinion, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included.

The results of operations for the three and nine months ended December 31, 2023 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2024 or any future interim period.

The interim financial statements and notes thereto should be read in conjunction with the financial

statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC on May 10, 2023.

The results of operations for the three months ended June 30, 2024 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2025 or any future interim period.

The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes

thereto included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC on May 8, 2024.

Use of Estimates

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The Valuation Team generally assigns the third-party valuation firm’s estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company.

The Valuation Team corroborates this third-party valuation firm’s estimates of fair value using one or more of the valuation techniques discussed below.

The Valuation Team corroborates the third-party valuation firm’s estimates of fair value using one or more of the valuation techniques discussed below.

The Valuation Team’s estimate of value on a specific debt investment may significantly differ from the third-party valuation firm’s.

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Generally, non-accrual loans are restored to accrual status when past-due principal and interest are paid and, in management’s judgment, are likely to remain current, or, due to a restructuring, the interest income is deemed to be collectible.

As of December 31, 2023, our loans to Edge Adhesives Holdings, Inc.

("Edge"), J.R.

As of June 30, 2024, certain of our loans to B+T Group Acquisition, Inc., Diligent Delivery Systems, Edge Adhesives Holdings, Inc.

("Edge"), and J.R.

– Atlanta, LLC (“J.R.

Hobbs”) and The Mountain Corporation (“The Mountain”) were on non-accrual status, with an aggregate debt cost basis of $ 66.9 million, or 10.0 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 30.9 million, or 5.0 % of the fair value of all debt investments in our portfolio.

As of March 31, 2023, our loans to Edge, J.R.

Hobbs, and The Mountain were on non-accrual status, with an aggregate debt cost basis of $ 66.9 million, or 12.0 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 31.7 million, or 6.2 % of the fair value of all debt investments in our portfolio.

Hobbs”), were on non-accrual status, with an aggregate debt cost basis of $ 86.1 million, or 13.1 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 46.8 million, or 7.8 % of the fair value of all debt investments in our portfolio.

As of March 31, 2024, our loans to Edge and J.R.

Hobbs were on non-accrual status, with an aggregate debt cost basis of $ 59.1 million, or 9.0 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 29.7 million, or 4.8 % of the fair value of all debt investments in our portfolio.

Paid-in-kind (“PIK”) interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income.

As of December 31, 2023 and March 31, 2023, we did not have any loans with a PIK interest component.

Thus, the actual collection of PIK income may be deferred until the time of debt principal repayment.

As of June 30, 2024 and March 31, 2024, we did not have any loans with a PIK interest component.

Success Fee Income Recognition

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The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2023 and March 31, 2023, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs.

As of June 30, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy.

As of March 31, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko, which was valued using Level 2 inputs.

We transfer investments in and out of Level 1, 2 and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period.

There were no transfers in or out of Level 1, 2 and 3 during the nine months ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and March 31, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

There were no transfers in or out of Level 1, 2 and 3 during the three months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and March 31, 2024, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

Fair Value Measurements

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Observable Inputs

As of December 31, 2023:

As of June 30, 2024:

Secured first lien debt

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Preferred equity

212,591 — — 212,591

Common equity/equivalents

Total Investments as of December 31, 2023

Total Investments as of June 30, 2024

$ 899,138 $ — $ — $ 899,138

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(A) Fair value was determined based on the closing market price of shares of Funko, Inc.

(our units in Funko can be converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.

The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of December 31, 2023 and March 31, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

(our units in Funko could be converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.

The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of June 30, 2024 and March 31, 2024, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

Total Recurring Fair Value Measurements

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Valued Using Level 3 Inputs

December 31, 2023 March 31, 2023

June 30, 2024 March 31, 2024

Non-Control/Non-Affiliate Investments

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Common equity/equivalents (A)

41,254 42,005

Total Non-Control/Non-Affiliate Investments 607,276 622,215

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Total investments at fair value using Level 3 inputs $ 899,138 $ 920,486

(A) Excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand as of December 31, 2023 and March 31, 2023, respectively, which was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of December 31, 2023 and March 31, 2023.

(A) Excludes our investment in Funko as of March 31, 2024 with a fair value of $ 18 thousand, which was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of June 30, 2024 and March 31, 2024.

The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements.

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2024 March 31,

2023 December 31,

2024 June 30,

2024 March 31,

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$ 31,586 – $ 93,916 / $ 77,580

— 5,391 Yield Analysis Discount Rate N/A 19.4 % – 19.9 % / 19.7 %

Secured second

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Total $ 899,138 $ 920,486

(A) Fair value as of both December 31, 2023 and March 31, 2023 excludes our investment in Funko with a fair value of $ 22 thousand and $ 27 thousand, respectively, which was valued using Level 2 inputs.

(A) Fair value as of March 31, 2024 excludes our investment in Funko with a fair value of $ 18 thousand, which was valued using Level 2 inputs.

Fair value measurements can be sensitive to changes in one or more of the valuation inputs.

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Changes in Level 3 Fair Value Measurements of Investments

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three and nine months ended December 31, 2023 and 2022 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three months ended June 30, 2024 and 2023 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

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Equivalents Total

Three Months ended December 31, 2023:

Fair value as of September 30, 2023

$ 508,504 $ 102,747 $ 267,596 $ 36,767 $ 915,614

Total gain (loss):

Net realized gain (loss) (A)

— — 43,459 — 43,459

Net unrealized appreciation (depreciation) (B)

( 7,040 ) ( 4,267 ) 4,911 3,428 ( 2,968 )

Reversal of previously recorded (appreciation) depreciation upon realization (B)

( 1,338 ) — ( 42,228 ) — ( 43,566 )

New investments, repayments and settlements (C):

Issuances / originations

3,500 39,000 — 25,700 68,200

Settlements / repayments

( 27,500 ) — — — ( 27,500 )

— — ( 50,453 ) — ( 50,453 )

Transfers (E)

— — ( 8,621 ) 8,621 —

Fair value as of December 31, 2023

$ 476,126 $ 137,480 $ 214,664 $ 74,516 $ 902,786

Debt Preferred

Equivalents Total

Nine Months Ended December 31, 2023

Three Months ended June 30, 2024:

Fair value as of March 31, 2024

Total gain (loss):

Net realized gain (loss) (A)

$ 474,856 $ 138,703 $ 213,480 $ 93,447 $ 920,486

Net unrealized appreciation (depreciation) (B)

( 6,153 ) ( 2,254 ) 35,234 18,228 45,055

Reversal of previously recorded (appreciation) depreciation upon realization (B)

( 1,338 ) — ( 42,228 ) ( 93 ) ( 43,659 )

New investments, repayments and settlements (C):

Issuances / originations

73,600 64,000 14,688 30,700 182,988

Settlements / repayments

( 27,500 ) — — — ( 27,500 )

— — ( 50,726 ) ( 1,502 ) ( 52,228 )

Transfers (E)

— — ( 8,621 ) 8,621 —

Fair value as of December 31, 2023

$ 476,126 $ 137,480 $ 214,664 $ 74,516 $ 902,786

Three Months ended December 31, 2022:

Fair value as of September 30, 2022

$ 420,907 $ 76,751 $ 229,430 $ 10,789 $ 737,877

Total gain (loss):

Net realized gain (loss) (A)

— ( 10,000 ) 13,372 — 3,372

Net unrealized appreciation (depreciation) (B)

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Reversal of previously recorded (appreciation) depreciation upon realization (B)

— 10,001 — — 10,001

New investments, repayments and settlements (C):

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( 3,000 ) — — — ( 3,000 )

— — ( 13,372 ) — ( 13,372 )

Fair value as of December 31, 2022

Fair value as of June 30, 2024

$ 463,219 $ 137,827 $ 212,591 $ 85,501 $ 899,138

Nine Months Ended December 31, 2022:

Three Months ended June 30, 2023:

Fair value as of March 31, 2023

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— — ( 273 ) ( 1,502 ) ( 1,775 )

— — ( 35,298 ) — ( 35,298 )

Transfers (E)

( 14,418 ) 14,418 — — —

Fair value as of December 31, 2022

Fair value as of June 30, 2023

$ 452,215 $ 104,794 $ 214,258 $ 28,780 $ 800,047

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2023 and 2022.

(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2023 and 2022.

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective three months ended June 30, 2024 and 2023.

(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective three months ended June 30, 2024 and 2023.

(C) Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs, and other cost-basis adjustments.

(D) The nine months ended December 31, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.

(D) The three months ended June 30, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.

("Old World").

The three and nine months ended December 31, 2022 include $ 13.4 million of proceeds from the recapitalization of Old World.

The nine months ended December 31, 2022 also includes $ 12.3 million return of equity cost basis from Horizon Facilities Services, Inc.

Transfers represent preferred equity of SFEG Holdings, Inc.

("SFEG") with a total cost basis and fair value of $ 4.8 million and $ 8.6 million, respectively, which was converted to common equity in October 2023.

Transfers represent (1) secured second lien debt of Ginsey Home Solutions, Inc.

with a total cost basis and fair value of $ 12.2 million, which was converted into secured first lien debt in August 2022 and (2) secured first lien debt of PSI Molded Plastics, Inc.

with a total cost basis and fair value of $ 26.6 million, which was converted into secured second lien debt in September 2022.

Investment Activity

During the nine months ended December 31, 2023, the following significant transactions occurred:

• In May 2023, we invested $ 15.3 million in a new portfolio company, Home Concepts Acquisition, Inc.

("Home Concepts"), in the form of $ 12.0 million of secured first lien debt and $ 3.3 million of preferred equity.

Home Concepts, headquartered in Santa Barbara, California, is a leading home improvement advertising publication focusing on connecting homeowners to high-quality residential repair and remodeling businesses.

• In June 2023, we recapitalized our existing investment in Old World and invested an additional $ 2.5 million in the form of secured first lien debt.

In connection with this investment, we received proceeds of $ 2.2 million, of which $ 1.9 million was recognized as dividend income and $ 0.3 million was recognized as a realized gain.

• In June 2023, we invested an additional $ 30.0 million in the form of $ 25.0 million of secured second lien debt and $ 5.0 million of common equity in Nth Degree Investment Group, LLC to fund an add-on acquisition.

• In June 2023, we received a $ 1.5 million escrow settlement in connection with our December 2021 exit of SOG Specialty Knives & Tools, LLC, of which $ 0.6 million was recognized as a return of cost basis and $ 0.9 million as a realized gain.

As a result of the escrow release, there are no remaining assets held by Gladstone SOG Investments, Inc.

• In August 2023, we invested an additional $ 18.7 million in the form of secured first lien debt in Nocturne Villa Rentals, Inc.

("Nocturne") to fund an add-on acquisition.

• In September 2023, we invested $ 46.0 million in a new portfolio company, The E3 Company, LLC ("E3"), in the form of $ 34.8 million of secured first lien debt and $ 11.2 million of preferred equity.

E3, headquartered in Kilgore, Texas, is a market leader in advanced pressure management solutions for oil and gas well completions.

• In October 2023, we invested an additional $ 64.7 million in the form of $ 39.0 million of secured second lien debt and $ 25.7 million of common equity in SFEG to fund an add-on acquisition.

In connection with the investment, our existing preferred equity with a cost basis of $ 4.8 million was converted to common equity.

• In October 2023, we exited our investment in Counsel Press, Inc., which resulted in success fee income of $ 1.4 million, a realized gain of $ 43.5 million and the repayment of our debt investment of $ 27.5 million at par.

During the three months ended June 30, 2024, the following significant transactions occurred:

• In May 2024, our remaining shares in Funko were sold representing an exit of our investment in Funko, and resulting in a return of our equity cost basis of $ 21 thousand and a realized gain of $ 2 thousand.

Investment Concentrations

As of December 31, 2023, our investment portfolio consisted of investments in 25 portfolio companies located in 18 states across 16 different industries with an aggregate fair value of $ 902.8 million.

Our investments in SFEG, Nocturne, Old World, Brunswick Bowling Products, Inc.

and Dema/Mai Holdings, Inc.

represented our five largest portfolio investments at fair value and collectively comprised $ 380.9 million, or 42.2 %, of our total investment portfolio at fair value as of December 31, 2023.

The following table summarizes our investments by security type as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

As of June 30, 2024, our investment portfolio consisted of investments in 23 portfolio companies located in 18 states across 15 different industries with an aggregate fair value of $ 899.1 million.

Our investments in SFEG Holdings, Inc., Old World Christmas, Inc., Nocturne Luxury Villas, Inc.

("Nocturne"), Brunswick Bowling Products, Inc.

and Nth Degree Investment Group, LLC represented our five largest portfolio investments at fair value and collectively comprised $ 384.1 million, or 42.7 %, of our total investment portfolio at fair value as of June 30, 2024.

The following table summarizes our investments by security type as of June 30, 2024 and March 31, 2024:

June 30, 2024 March 31, 2024

Cost Fair Value Cost Fair Value

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$ 851,866 100.0 % $ 899,138 100.0 % $ 854,290 100.0 % $ 920,504 100.0 %

Investments at fair value consisted of the following industry classifications as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

Investments at fair value consisted of the following industry classifications as of June 30, 2024 and March 31, 2024:

June 30, 2024 March 31, 2024

Fair Value Percentage of

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Buildings and Real Estate 61,504 6.8 % 60,431 6.6 %

Healthcare, Education, and Childcare 50,237 5.6 % 37,445 5.0 %

Oil and Gas 52,818 5.9 % 51,171 5.6 %

Healthcare, Education, and Childcare 49,767 5.5 % 49,638 5.4 %

Leisure, Amusement, Motion Pictures, and Entertainment 39,814 4.4 % 39,350 4.3 %

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Investments at fair value were included in the following geographic regions of the U.S.

as of December 31, 2023 and March 31, 2023:

December 31, 2023 March 31, 2023

as of June 30, 2024 and March 31, 2024:

June 30, 2024 March 31, 2024

Location Fair Value Percentage of

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Investment Principal Repayments

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of December 31, 2023:

For the remaining three months ending March 31, 2024

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2024:

For the remaining nine months ending March 31, 2025

For the fiscal years ending March 31:

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Investments in equity securities 195,886

Total cost basis of investments held as of December 31, 2023:

Total cost basis of investments held as of June 30, 2024:

Receivables from Portfolio Companies

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We write off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible.

As of December 31, 2023 and March 31, 2023, we had gross receivables from portfolio companies of $ 2.3 million and $ 2.2 million, respectively.

As of both December 31, 2023 and March 31, 2023, the allowance for uncollectible receivables was $ 1.6 million.

As of June 30, 2024 and March 31, 2024, we had gross receivables from portfolio companies of $ 2.0 million and $ 2.2 million, respectively.

As of June 30, 2024 and March 31, 2024, the allowance for uncollectible receivables was $ 1.5 million and $ 1.4 million, respectively.

RELATED PARTY TRANSACTIONS

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The following table summarizes the base management fees, loan servicing fees, incentive fees, and associated non-contractual, unconditional, and irrevocable credits reflected in our accompanying Consolidated Statements of Operations :

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

Three Months Ended June 30,

Average total assets subject to base management fee (A)

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Multiplied by prorated annual base management fee of 2.0 %

0.5 % 0.5 % 1.5 % 1.5 %

Base management fee (B)

4,602 3,789 12,874 10,965

Credits to fees from Adviser - other (B)

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Loan servicing fee (B)

2,332 2,080 6,829 5,754

Credits to base management fee - loan servicing fee (B)

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Incentive fee – capital gains-based (C)

( 615 ) 1,442 9,259 706

Total incentive fee (B)

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however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees was retained by the Adviser in the form of reimbursement, at cost, for tasks completed by personnel of the Adviser, primarily related to the valuation of portfolio companies.

For the three months ended December 31, 2023 and 2022, these credits totaled $ 57 thousand and $ 40 thousand, respectively.

For the nine months ended December 31, 2023 and 2022, these credits totaled $ 215 thousand and $ 146 thousand, respectively.

For each of the three months ended June 30, 2024 and 2023, these credits totaled $ 75 thousand.

Loan Servicing Fee

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The entire portfolio’s aggregate unrealized capital depreciation, if any, equals the sum of the deficit between the fair value of each investment security as of the applicable calculation date and the original cost of such investment security.

As of December 31, 2023, $ 1.1 million of capital gains-based incentive fees were determined to be contractually due to the Adviser.

During the year ended March 31, 2023, no capital gains-based incentive fees were contractually due and paid to the Adviser.

As of June 30, 2024, no capital gains-based incentive fees were contractually due to the Adviser.

During the year ended March 31, 2024, $ 1.1 million capital gains-based incentive fees were contractually due and paid to the Adviser.

In accordance with GAAP, accrual of the capital gains-based incentive fee is determined as if our investments had been liquidated at their fair values as of the end of the reporting period.

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If such amount is negative, then there is no accrual for such period and prior period accruals are reversed, as appropriate.

During the three and nine months ended December 31, 2023, we recorded a reversal of capital gains-based incentive fees of $ 0.6 million and an accrual of capital gains-based incentive fees of $ 9.3 million, respectively.

During the three and nine months ended December 31, 2022, we recorded capital gains-based incentive fees of $ 1.4 million and $ 0.7 million, respectively.

During the three months ended June 30, 2024, we recorded a reversal of capital gains-based incentive fees of $ 3.8 million.

During the three months ended June 30, 2023, we recorded capital gains-based incentive fees of $ 0.1 million.

As of June 30, 2024 and March 31, 2024, we had accrued capital gains-based incentive fees of $ 33.0 million and $ 36.7 million, respectively.

Transactions with the Administrator

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On July 9, 2024, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of either party, approved the annual renewal of the Administration Agreement through August 31, 2025.

Administration fees for the three and nine months ended December 31, 2023 were $ 0.5 million and $ 1.3 million, respectively.

Administration fees for the three and nine months ended December 31, 2022 were $ 0.4 million and $ 1.4 million, respectively.

Administration fees for each of the three months ended June 30, 2024 and 2023 were $ 0.5 million.

Transactions with Gladstone Securities, LLC

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Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee.

No fees were received by Gladstone Securities from our portfolio companies during the three months ended December 31, 2023.

During the nine months ended December 31, 2023, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million.

During the three and nine months ended December 31, 2022, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million and $ 1.6 million, respectively.

No fees were received by Gladstone Securities from our portfolio companies during the three months ended June 30, 2024.

During the three months ended June 30, 2023, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million.

Related Party Fees Due

Amounts due to related parties on our accompanying Consolidated Statements of Assets and Liabilities were as follows:

As of December 31,

As of June 30,

As of March 31,

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Total related party fees due $ 36,139 $ 42,071

(A) Includes a capital gains-based incentive fee of $ 34.4 million and $ 25.1 million as of December 31, 2023 and March 31, 2023, respectively, recorded in accordance with GAAP requirements, and which was not contractually due under the terms of the Advisory Agreement.

(A) Includes a capital gains-based incentive fee of $ 33.0 million and $ 36.7 million as of June 30, 2024 and March 31, 2024, respectively, recorded in accordance with GAAP requirements, and which was not contractually due under the terms of the Advisory Agreement.

Refer to Note 4 — Related Party Transactions — Transactions with the Adviser — Incentive Fee for additional information, including capital gains-based incentive fee payments made.

Co-investment expenses as of December 31, 2023 were $ 22 thousand.

There were no co-investment expenses as of March 31, 2023.

Co-investment expenses as of both June 30, 2024 and March 31, 2024 were $ 0.1 million.

These amounts are generally settled in the quarter subsequent to being incurred and have been included in Other assets, net on the accompanying Consolidated Statements of Assets and Liabilities.

Revolving Line of Credit

On October 30, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

8 to the Credit Facility with KeyBank National Association ("KeyBank") as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto.

Among other things, the revolving period was extended to October 30, 2026, and if not renewed or extended by such date, all principal and interest will be due and payable by October 30, 2028 ( two years after the revolving period end date).

We, through our wholly-owned subsidiary, Business Investment, are party to a Credit Facility with KeyBank National Association (“KeyBank”), as administrative agent, joint lead arranger and lender, Fifth Third Bank as managing agent, joint lead arranger and lender, the Adviser, as servicer, and certain other lenders party thereto.

As of June 30, 2024, the Credit Facility provides for maximum borrowings of $ 200.0 million, with a revolving period end date of October 30, 2026 and a maturity date of October 30, 2028.

Advances under the Credit Facility generally bear interest at 30-day Term SOFR, subject to a floor of 0.35 %, plus 3.15 % per annum until October 30, 2026, with the margin then increasing to 3.40 % for the period from October 30, 2026 to October 30, 2027, and increasing further to 3.65 % thereafter with a SOFR credit spread adjustment of 10 basis points.

The Credit Facility has an unused commitment fee on the daily unused commitment amount of 0.50 % per annum if the daily unused commitment amount is less than or equal to 50% of the total commitment amount, 0.75 % per annum if the daily unused commitment amount is greater than 50% but less than or equal to 65% of the total commitment amount, and 1.00 % per annum if the daily unused commitment amount is greater than 65% of the total commitment amount.

The size of the Credit Facility was reduced from $ 180.0 million to $ 135.0 million.

On April 10, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

7 to the Credit Facility with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto.

The reference rate was updated from LIBOR to Term SOFR plus an 11 basis point credit spread adjustment.

The following tables summarize noteworthy information related to the Credit Facility:

As of December 31, 2023

As of June 30, 2024

As of March 31, 2024

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$ 136,300 $ 133,000

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2023 2022 2023 2022

For the Three Months Ended June 30,

Weighted-average borrowings outstanding $ 64,746 $ 43,648

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Commitment (unused) fees incurred $ 342 $ 345

(A) Availability is subject to various constraints, characteristics and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $ 52.4 million and $ 144.8 million as of December 31, 2023 and March 31, 2023, respectively.

(A) Availability is subject to various constraints, characteristics and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $ 136.3 million and $ 133.0 million as of June 30, 2024 and March 31, 2024, respectively.

(B) Excludes the impact of deferred financing costs and includes unused commitment fees.

Among other things, the Credit Facility contains a performance guaranty that requires us to maintain:

(i) a minimum net worth of the greater of $ 210.0 million or $ 210.0 million plus 50 % of all equity and subordinated debt raised, minus 50 % of any equity or subordinated debt redeemed or retired after November 16, 2016, which equated to $ 339.0 million as of December 31, 2023;

(ii) asset coverage with respect to senior securities representing indebtedness of at least 150 % (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act);

and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code.

As of December 31, 2023, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 789.8 million, asset coverage on our senior securities representing indebtedness of 206.9 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

As of December 31, 2023, we were in compliance with all covenants under the Credit Facility.

As of June 30, 2024, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 807.5 million, asset coverage on our senior securities representing indebtedness of 216.3 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

As of June 30, 2024, we were in compliance with all covenants under the Credit Facility.

We elected to apply the fair value option of ASC Topic 825, “ Financial Instruments ,” to the Credit Facility, which was consistent with our application of ASC 820 to our investments.

Generally, the fair value of the Credit Facility is determined using a yield analysis, which includes a DCF calculation and also takes into account the assumptions the Valuation Team believes market participants would use, including the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date.

As of December 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.25 % per annum, plus an unused commitment fee of 0.50 %.

As of March 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.5 % floor, plus 2.94 % per annum, plus an unused commitment fee of 1.0 %.

As of both June 30, 2024 and March 31, 2024, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.25 % per annum, plus an unused commitment fee of 1.00 %.

Generally, an increase or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of the Credit Facility.

As of each of December 31, 2023 and March 31, 2023, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.

The following tables provide relevant information and disclosures about the Credit Facility as of December 31, 2023 and March 31, 2023, and for the three and nine months ended December 31, 2023 and 2022, as required by ASC 820:

As of each of June 30, 2024 and March 31, 2024, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.

The following tables provide relevant information and disclosures about the Credit Facility as of June 30, 2024 and March 31, 2024 and for the three months ended June 30, 2024 and 2023, as required by ASC 820:

Level 3 – Borrowings

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Statements of Assets and Liabilities Using Significant Unobservable Inputs (Level 3)

December 31, 2023 March 31, 2023

June 30, 2024 March 31, 2024

Credit Facility $ 63,700 $ 67,000

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Credit Facility

Three Months Ended December 31, 2023:

Fair value at September 30, 2023

Borrowings 104,900

Repayments ( 101,600 )

Unrealized appreciation 92

Fair value at December 31, 2023

Nine Months Ended December 31, 2023:

Three Months Ended June 30, 2024:

Fair value at March 31, 2024

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Unrealized appreciation —

Fair value at December 31, 2023

Fair Value Measurements of Borrowings Using Significant Unobservable Inputs (Level 3)

Reported in Consolidated Statements of Assets and Liabilities

Credit Facility

Three Months Ended December 31, 2022:

Fair value at September 30, 2022

Borrowings 41,400

Repayments ( 28,400 )

Unrealized appreciation (depreciation) —

Fair value at December 31, 2022

Nine Months Ended December 31, 2022

Fair value at June 30, 2024

Three Months Ended June 30, 2023

Fair value at March 31, 2023

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Repayments ( 20,800 )

Unrealized appreciation (depreciation) —

Fair value at December 31, 2022

The fair value of the collateral under the Credit Facility was $ 702.9 million and $ 639.5 million as of December 31, 2023 and March 31, 2023, respectively.

Unrealized depreciation ( 11 )

Fair value at June 30, 2023

The fair value of the collateral under the Credit Facility was $ 678.9 million and $ 717.3 million as of June 30, 2024 and March 31, 2024, respectively.

Notes Payable

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Total underwriting discounts, commissions, and offering costs related to this offering were $ 2.5 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending August 1, 2028, the maturity date.

The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of December 31, 2023 and March 31, 2023:

As of December 31, 2023:

The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of June 30, 2024 and March 31, 2024:

As of June 30, 2024:

Description Ticker

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GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550

8.00 % 2028 Notes

GAINL May 31, 2023 August 1, 2028 8.00 % 2,990,000 $ 25.00 74,750

Notes payable, gross (B)

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The 8.00 % 2028 Notes can be redeemed at our option at any time on or after August 1, 2025.

(B) As of December 31, 2023 and March 31, 2023, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 206.9 % and 244.7 %, respectively.

(B) As of June 30, 2024 and March 31, 2024, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 216.3 % and 219.0 %, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of December 31, 2023 was $ 122.9 million, $ 125.9 million, and $ 76.7 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes and 4.875 % 2028 Notes as of March 31, 2023 was $ 121.5 million and $ 127.4 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of June 30, 2024 was $ 123.4 million, $ 122.5 million, and $ 76.9 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of March 31, 2024 was $ 123.9 million , $ 123.7 million , and $ 77.3 million , respectively.

We consider the closing prices of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes to be Level 1 inputs within the ASC 820 hierarchy.

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Registration Statement

On February 28, 2024, we filed a registration statement on Form N-2 (File No.

333-277452), which the SEC declared effective on April 18, 2024.

The registration statement permits us to issue, through one or more transactions, up to an aggregate of $ 450.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities.

As of the date of this report, we have the ability to issue all $ 450.0 million of the securities registered under the registration statement.

On September 3, 2021, we filed a registration statement on Form N-2 (File No.

333-259302), which the SEC declared effective on October 15, 2021.

The registration statement permits us to issue, through one or more transactions, up to an aggregate of $ 300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities.

As of December 31, 2023, we had the ability to issue up to $ 194.5 million of the $ 300.0 million of securities registered under the registration statement.

The registration statement permitted us to issue, through one or more transactions, up to an aggregate of $ 300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities.

This registration statement was terminated on April 18, 2024.

Common Equity Offering

In May 2024, we entered into equity distribution agreements with Oppenheimer & Co.

B., Riley Securities, Inc.

and Virtu Americas LLC (each a “Sales Agent” and, collectively, the "Sales Agents"), under which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, having an aggregate offering price of up to $ 75.0 million in what is commonly referred to as an “at-the-market” program (the “2024 Common Stock ATM Program”).

We did not sell any shares under the 2024 Common Stock ATM Program during the three months ended June 30, 2024.

As of June 30, 2024, we had remaining capacity to sell all $ 75.0 million of common stock under the 2024 Common Stock ATM program.

In August 2022, we entered into equity distribution agreements with Oppenheimer & Co.

and Virtu Americas LLC (each a “Sales Agent”), under which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, having an aggregate offering price of up to $ 50.0 million in what is commonly referred to as an “at-the-market” program (“Common Stock ATM Program”).

and Virtu Americas LLC (each a “2022 Sales Agent”), under which we had the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, having an aggregate offering price of up to $ 50.0 million in what is commonly referred to as an “at-the-market” program (“2022 Common Stock ATM Program”).

In August 2023, we entered into an equity distribution agreement with B.

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as a 2022 Sales Agent for the 2022 Common Stock ATM Program.

As of December 31, 2023, we had remaining capacity to sell up to an additional $ 19.3 million of common stock under the Common Stock ATM program.

During the three months ended December 31, 2023, we sold 1,456,279 shares of our common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.51 per share and a weighted-average net price of $ 14.28 per share after deducting commissions and offering costs borne by us, raising approximately $ 21.1 million and $ 20.8 million of gross and net proceeds, respectively.

During the nine months ended December 31, 2023, we sold 1,760,449 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.34 per share and a weighted-average net price of $ 14.12 per share after deducting commissions and offering costs borne by us, raising approximately $ 25.3 million and $ 24.9 million of gross and net proceeds, respectively.

All of these sales were above our then current estimated NAV per share.

During the three months ended December 31, 2022, we sold 212,338 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.11 per share and a weighted-average net price of $ 13.91 per share after deducting commissions and offering costs borne by us, raising approximately $ 3.0 million of gross and net proceeds.

During the nine months ended December 31, 2022, we sold 241,978 shares of common stock under the Common Stock ATM Program, with a weighted-average gross price of $ 14.31 per share and a weighted-average net price of $ 14.11 per share after deducting commissions and offering costs borne by us, raising approximately $ 3.5 million and $ 3.4 million of gross and net proceeds, respectively.

All of these sales were above our then current estimated NAV per share.

We did not sell any shares under the 2022 Common Stock ATM Program, which terminated in connection with our entry into the 2024 Common Stock ATM Program, during either the three months ended June 30, 2024 or 2023.

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE

The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three and nine months ended December 31, 2023 and 2022:

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

Net increase in net assets resulting from operations

The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three months ended June 30, 2024 and 2023:

Three Months Ended June 30,

Net (decrease) increase in net assets resulting from operations

$ ( 6,526 ) $ 8,786

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36,688,667 33,591,505

Basic and diluted net increase in net assets resulting from operations per weighted-average common share

Basic and diluted net (decrease) increase in net assets resulting from operations per weighted-average common share

$ ( 0.18 ) $ 0.26

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Estimates made on a quarterly basis are updated as of each interim reporting date.

The tax characterization of cash distributions paid to common stockholders during the calendar year ended December 31, 2023 was 53.2 % from ordinary income and 46.8 % from capital gains.

We paid the following cash distributions to our common stockholders for the nine months ended December 31, 2023 and 2022:

For the Nine Months Ended December 31, 2023 :

If we determined the tax characterization of cash distributions paid to common stockholders during the current calendar year as of June 30, 2024, 67.8 % would be from from ordinary income and 32.2 % would be from capital gains.

We paid the following cash distributions to our common stockholders for the three months ended June 30, 2024 and 2023:

For the Three Months Ended June 30, 2024 :

Declaration Date

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April 9, 2024 May 17, 2024 May 31, 2024 0.08

April 11, 2023 June 5, 2023 June 15, 2023 0.12 (A)

April 9, 2024 June 19, 2024 June 28, 2024 0.08

July 11, 2023 July 21, 2023 July 31, 2023 0.08

July 11, 2023 August 23, 2023 August 31, 2023 0.08

July 11, 2023 September 7, 2023 September 15, 2023 0.12 (A)

July 11, 2023 September 21, 2023 September 29, 2023 0.08

October 10, 2023 October 20, 2023 October 31, 2023 0.08

October 10, 2023 November 7, 2023 November 17, 2023 0.12 (A)

October 10, 2023 November 20, 2023 November 30, 2023 0.08

October 24, 2023 December 5, 2023 December 15, 2023 0.88 (A)

October 10, 2023 December 18, 2023 December 29, 2023 0.08

Nine Months Ended December 31, 2023 $ 1.96

For the Nine Months Ended December 31, 2022 :

Three Months Ended June 30, 2024 $ 0.24

For the Three Months Ended June 30, 2023 :

Declaration Date

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April 11, 2023 June 21, 2023 June 30, 2023 0.08

July 12, 2022 July 22, 2022 July 29, 2022 0.075

July 12, 2022 August 23, 2022 August 31, 2022 0.075

July 12, 2022 September 22, 2022 September 30, 2022 0.075

October 11, 2022 October 21, 2022 October 31, 2022 0.080

October 11, 2022 November 18, 2022 November 30, 2022 0.080

October 11, 2022 December 6, 2022 December 15, 2022 0.120 (A)

October 11, 2022 December 20, 2022 December 30, 2022 0.080

Nine Months Ended December 31, 2022 $ 0.930

Three Months Ended June 30, 2023 $ 0.36

(A) Represents a supplemental distribution to common stockholders.

Aggregate cash distributions to our common stockholders declared and paid were $ 67.4 million and $ 30.9 million for the nine months ended December 31, 2023 and 2022, respectively.

Aggregate cash distributions to our common stockholders declared and paid were $ 8.8 million and $ 12.1 million for the three months ended June 30, 2024 and 2023, respectively.

For the fiscal year ended March 31, 2024, Investment Company Taxable Income exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 18.7 million of the first distributions paid subsequent to fiscal year-end, as having been paid in the prior year.

In addition, for the fiscal year ended March 31, 2024 net capital gains exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 1.4 million of the first distributions paid subsequent to fiscal year-end as having been paid in the prior year.

For the three months ended December 31, 2023, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended December 31, 2022, we recorded $ 0.3 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and Accumulated net realized gain in excess of distributions and increased Underdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the nine months ended December 31, 2023, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Overdistributed net investment income and decreased Accumulated net realized gain in excess of distributions and Capital in excess of par value on our accompanying Consolidated Statements of Assets and Liabilities .

For the nine months ended December 31, 2022, we recorded $ 1.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Underdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended June 30, 2024, we recorded $ 0.2 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended June 30, 2023, we recorded $ 0.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Capital in excess of par value and Overdistributed net investment income and decreased Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .

We may distribute our net long-term capital gains, if any, in cash or elect to retain some or all of such gains, pay taxes at the U.S.

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Based on current knowledge, we do not believe that loss contingencies, if any, arising from pending investigations, litigation or regulatory matters will have a material adverse effect on our financial condition, results of operation or cash flows.

Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of December 31, 2023 and March 31, 2023, we had no established reserves for such loss contingencies.

Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of June 30, 2024 and March 31, 2024, we had no established reserves for such loss contingencies.

Escrow Holdbacks

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We establish reserves and holdbacks against escrow amounts if we determine that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period.

Reserves and holdbacks against escrow amounts were $ 1.0 million and $ 85 thousand as of December 31, 2023 and March 31, 2023, respectively.

Reserves and holdbacks against escrow amounts were $ 0.4 million and $ 1.0 million as of June 30, 2024 and March 31, 2024, respectively.

Financial Commitments and Obligations

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Since these lines of credit commitments have expiration dates and we expect many will never be fully drawn, the total line of credit commitment amounts do not necessarily represent future cash requirements.

We estimate the fair value of the combined unused line of credit commitments as of December 31, 2023 and March 31, 2023 to be insignificant.

The following table summarizes the principal balances of unused line of credit as of December 31, 2023 and March 31, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

December 31, 2023 March 31, 2023

We estimate the fair value of the combined unused line of credit commitments as of June 30, 2024 and March 31, 2024 to be insignificant.

The following table summarizes the principal balances of unused line of credit as of June 30, 2024 and March 31, 2024, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

June 30, 2024 March 31, 2024

Unused line of credit commitments

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FINANCIAL HIGHLIGHTS

Three Months Ended December 31, Nine Months Ended December 31,

2023 2022 2023 2022

Three Months Ended June 30,

Per Common Share Data:

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Net investment income

0.28 0.26 0.49 0.82

Net realized gain

1.27 0.11 1.32 0.32

Net unrealized (depreciation) appreciation ( 1.36 ) 0.10 0.04 ( 0.21 )

Total from investment operations

Net unrealized depreciation ( 0.52 ) ( 0.02 )

Total income from investment operations

( 0.18 ) 0.26

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Cash distributions to common stockholders from net realized gains (C)

( 0.81 ) ( 0.14 ) ( 1.12 ) ( 0.47 )

Discounts, commissions and offering costs

( 0.01 ) — ( 0.01 ) —

Net accretive effective of equity offering (D)

0.05 0.01 0.05 0.01

Total from equity capital activity

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Other, net (B)(E)

( 0.01 ) — ( 0.01 ) ( 0.01 )

Net asset value at end of period (A)

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8.01 % 10.81 %

Ratio of net investment (loss) income to average net assets – annualized (I)

Ratio of net investment income to average net assets – annualized (I)

10.18 % 7.69 %

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For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 8 — Distributions to Common Stockholders .

(D) During the three and nine months ended December 31, 2023 and 2022, the accretive effect is a result of issuing common shares at a price above the then current NAV per share.

(D) Reserved.

(E) Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding period and actual common shares outstanding at the end of the period) in the Per Common Share Data calculations and rounding impacts.

(F) Total return equals the change in the market value of our common stock from the beginning of the period, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan.

(F) Total investment return equals the change in the market value of our common stock from the beginning of the period, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan.

Total return does not take into account distributions that may be characterized as a return of capital.

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(H) Ratio of net expenses to average net assets is computed using total expenses, net of any non-contractual, unconditional, and irrevocable credits of fees from the Adviser.

Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets - annualized would have been 14.70 % and 14.24 % for the three months ended December 31, 2023 and 2022, respectively, and 17.27 % and 12.87 % for the nine months ended December 31, 2023 and 2022, respectively.

(I) Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income (loss) to average net assets - annualized would have been 4.73 % and 5.15 % for the three months ended December 31, 2023 and 2022, respectively, and 1.32 % and 5.50 % for the nine months ended December 31, 2023 and 2022, respectively.

Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets - annualized would have been 10.34 % and 13.95 % for the three months ended June 30, 2024 and 2023, respectively.

(I) Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income (loss) to average net assets - annualized would have been 7.85 % and 4.55 % for the three months ended June 30, 2024 and 2023, respectively.

UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

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Further, in accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the nine months ended December 31, 2023 and 2022.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the three months ended June 30, 2024 and 2023.

SUBSEQUENT EVENTS

Investment Activity

• In July 2024, we invested an additional $ 18.5 million through secured first lien debt in Nocturne to fund an add-on acquisition.

Distributions and Dividends

In January 2024, our Board of Directors declared the following monthly distributions to common stockholders:

In July 2024, our Board of Directors declared the following monthly distributions to common stockholders:

Payment Date Distribution per Common Share

January 23, 2024 January 31, 2024 $ 0.08

February 21, 2024 February 29, 2024 0.08

March 21, 2024 March 29, 2024 0.08

July 22, 2024 July 31, 2024 $ 0.08

August 21, 2024 August 30, 2024 0.08

September 20, 2024 September 30, 2024 0.08

Total for the Quarter:

In January 2024, we sold 538,206 shares of our common stock under our Common Stock ATM program at a weighted-average gross price of $ 14.53 per share and raised approximately $ 7.7 million in net proceeds.

All of these sales were above our then-current estimated NAV per share.

Revolving Line of Credit

On February 5, 2024, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

9 to the Credit Facility with KeyBank, as administrative agent, joint lead arranger and lender, Fifth Third Bank as managing agent, joint lead arranger and lender, the Adviser, as servicer, and certain other lenders party thereto.

The Credit Facility was amended to increase the size from $ 135.0 million to $ 200.0 million and update certain existing terms.

The Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature.

New Investment Advisory Agreement

On January 4, 2024, we reconvened our Special Meeting of Stockholders (the “Special Meeting”) that was adjourned on December 11, 2023.

Our stockholders voted and approved the new investment advisory agreement between us and the Adviser (the "New Advisory Agreement") at the Special Meeting.

The New Advisory Agreement is the result of an anticipated change in control of the Adviser.

From inception, the Adviser has been 100 % indirectly owned and controlled by David Gladstone.

David Gladstone owns 100 % of the voting and economic interests of The Gladstone Companies, Ltd., which in turn owns 100 % of the voting and economic interests of The Gladstone Companies, Inc., which in turn owns 100 % of the voting and economic interests of the Adviser.

Immediately after approval by the stockholders of Gladstone Capital Corporation of a similar advisory agreement, which occurred on January 24, 2024, the Adviser entered into a voting trust agreement (the “Voting Trust Agreement”), among David Gladstone, Lorna Gladstone, Laura Gladstone, Kent Gladstone and Jessica Martin, each as a trustee and collectively, as the board of trustees of the voting trust (the “Voting Trust Board”), the Adviser and certain stockholders of the Adviser, pursuant to which David Gladstone deposited all of his indirect interests in the Adviser, which represented 100 % of the voting and economic interests thereof, with the voting trust.

Pursuant to the Voting Trust Agreement, prior to its Effective Date (as defined below) David Gladstone has, in his sole discretion, have the full, exclusive and unqualified right and power to vote in person or by proxy all of the shares of common stock of the Adviser deposited with the voting trust at all meetings of the stockholders of the Adviser in respect of any and all matters on which the stockholders of the Adviser are entitled to vote under the Adviser’s certificate of incorporation or applicable law, to give consents in lieu of voting such shares of common stock of the Adviser at a meeting of the stockholders of the Adviser in respect of any and all matters on which stockholders of the Adviser are entitled to vote under its certificate of incorporation or applicable law, to enter into voting agreements, waive notice of any meeting of stockholders of the Adviser in respect of such shares of common stock of the Adviser and to grant proxies with respect to all such shares of common stock of the Adviser with respect to any lawful corporate action (collectively, the “Voting Powers”).

Commencing on the Effective Date, the Voting Trust Board shall have the full, exclusive and unqualified right and power to exercise the Voting Powers.

Each member of the Voting Trust Board shall hold 20 % of the voting power of the Voting Trust Board as of the Effective Date.

The “Effective Date” shall occur on the earliest of (i) the death of David Gladstone, (ii) David Gladstone’s election (in his sole discretion) and (iii) one year from the date the Voting Trust Agreement is entered into.

Following entry into the Voting Trust Agreement, the current members of senior management of the Adviser will continue to manage the day-to-day aspects of the Adviser.

There are no changes to the terms of the Advisory Agreement currently in effect (the "Original Advisory Agreement") in the New Advisory Agreement, including the fee structure and services to be provided, other than the date and term of the New Advisory Agreement as compared to the Original Advisory Agreement.

In addition to there being no changes to the fee structure, no other fees or expenses currently paid by us will change as a result of entry into the New Advisory Agreement.

There will be no changes to our principal investment objective, investment strategies, fundamental investment restrictions or principal risks as a result of entry into the Voting Trust Agreement or New Advisory Agreement.

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What changed 10-Q

Item 1. Financial Statements