What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-12 compared with 2024-11-07 · 333 added, 216 removed, 1447 unchanged (28% of the section changed)

3 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

September 30,

2024 March 31,

23 unchanged sentences

Fee due to Administrator (A)

Distributions payable 25,682 —

Other liabilities

24 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Three Months Ended September 30, Six Months Ended September 30,

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

2024 2023 2024 2023

11 unchanged sentences

Non-Control/Non-Affiliate investments

1,419 — 1,419 —

Affiliate investments

3 unchanged sentences

Non-Control/Non-Affiliate investments

407 1,382 1,960 1,382

Affiliate investments

27 unchanged sentences

20,210 13,337 45,248 47,204

NET INVESTMENT INCOME (LOSS)

NET INVESTMENT INCOME

$ 1,161 $ 9,744 $ 20,866 $ 16,454

8 unchanged sentences

— 43,461 42,305 44,905

Net unrealized (depreciation) appreciation:

Net unrealized appreciation (depreciation):

Non-Control/Non-Affiliate investments

4 unchanged sentences

( 67 ) ( 99 ) ( 2,402 ) ( 192 )

Total net unrealized (depreciation) appreciation

— ( 92 ) — ( 29 )

Total net unrealized appreciation (depreciation)

37,329 ( 46,626 ) ( 15,725 ) 1,362

Net realized and unrealized gain (loss) 37,329 ( 3,165 ) 26,580 46,267

2 unchanged sentences

BASIC AND DILUTED PER COMMON SHARE:

Net investment income (loss)

Net investment income

$ 0.03 $ 0.28 $ 0.57 $ 0.49

50 unchanged sentences

$ 458,375 $ 475,666

Net investment income $ 1,161 $ 9,744

Net realized gain on investments — 43,461

Net unrealized appreciation (depreciation) of investments 37,329 ( 46,534 )

Net unrealized appreciation of other — ( 92 )

Net increase in net assets from operations

DISTRIBUTIONS (A)

Distributions to common stockholders from net investment income ( $ 0.16 and $ 0.43 per share, respectively)

( 5,870 ) ( 15,093 )

Distributions to common stockholders from net realized gains ( $ 0.08 and $ 0.81 per share, respectively)

( 2,947 ) ( 28,009 )

Net decrease in net assets from distributions

( 8,817 ) ( 43,102 )

CAPITAL ACTIVITY

Issuance of common stock

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

( 24 ) ( 332 )

Net increase in net assets from capital activity

NET INCREASE (DECREASE) IN NET ASSETS

31,678 ( 15,725 )

NET ASSETS, DECEMBER 31

$ 490,053 $ 459,941

(A) Refer to Note 8 — Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements for additional information.

(B) Includes $ 0.70 per common share of distributions declared and unpaid as of September 30, 2024, as such distribution was a supplemental distribution declared on September 17, 2024 with a record date of October 4, 2024 and a pay date of October 15, 2024.

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

2 unchanged sentences

(IN THOUSANDS)

Six Months Ended September 30,

Nine Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Principal repayments of investments

33,500 27,500

Net proceeds from the sale and recapitalization of investments

48,546 52,228

Net realized gain on investments

4 unchanged sentences

Amortization of deferred financing costs and discounts

Bad debt expense, net of recoveries

1,045 ( 111 )

Bad debt expense (recoveries), net

Changes in assets and liabilities:

Increase in interest receivable

Decrease (increase) in interest receivable

553 ( 3,537 )

Decrease in due from administrative agent

Increase in other assets, net

( 290 ) ( 6 )

(Increase) decrease in other assets, net

Increase in accounts payable and accrued expenses

(Decrease) increase in interest payable

( 224 ) 1,182

(Decrease) increase in fees due to Adviser (A)

( 3,991 ) 8,264

Increase in interest payable

Increase in fees due to Adviser (A)

Decrease in fee due to Administrator (A)

1 unchanged sentence

(Decrease) increase in other liabilities

Net cash provided by (used in) operating activities 75,484 ( 96,585 )

Net cash used in operating activities ( 96,372 ) ( 75,717 )

CASH FLOWS FROM FINANCING ACTIVITIES

10 unchanged sentences

( 52,109 ) ( 67,379 )

Net cash (used in) provided by financing activities

Net cash provided by financing activities

96,299 76,054

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

( 546 ) ( 666 )

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

3 unchanged sentences

$ 17,912 $ 15,585

NON-CASH FINANCING ACTIVITY:

Distributions payable $ 25,682 $ —

(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.

2 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

DECEMBER 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

4 unchanged sentences

Secured First Lien Debt – 78.9 %

Aerospace and Defense – 12.5 %

Ricardo Defense, Inc.

(K) – Term Debt (SOFR+ 9.0 %, 13.3 % Cash, Due 12/2029) (J)

$ 61,305 $ 61,305 $ 61,305

Buildings and Real Estate – 7.8 %

45 unchanged sentences

The E3 Company, LLC – Line of Credit, $ 1,500 available (SOFR+ 5.5 %, 10.0 % Cash, Due 2/2025) (J)

1,000 1,000 1,000

The E3 Company, LLC – Term Debt (SOFR+ 9.0 %, 13.3 % Cash, Due 9/2028) (J)

6 unchanged sentences

Home Concepts Acquisition, Inc.

– Line of Credit, $ 0 available (SOFR+ 6.0 %, 10.3 % Cash, Due 11/2025) (J)

Home Concepts Acquisition, Inc.

– Term Debt (SOFR+ 9.0 %, 13.3 % Cash, Due 5/2028) (J)

11 unchanged sentences

25,696 25,696

Cargo Transport – 2.7 %

Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 13.8 % Cash, Due 10/2024) (G)(I)

13,000 13,000 12,408

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2024

DECEMBER 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

2 unchanged sentences

Cost Fair Value

Cargo Transport – 2.6 %

Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 13.3 % Cash, Due 9/2025) (G)(I)

$ 13,000 $ 13,000 $ 12,514

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 11.1 %

4 unchanged sentences

Preferred Equity – 43.0 %

Aerospace and Defense – 3.6 %

Ricardo Defense, Inc.

(K) – Preferred Stock (C)(J)

17,388 $ 17,388 $ 17,388

Buildings and Real Estate – 4.8 %

7 unchanged sentences

11,206 11,206 9,474

11,206 11,145

Healthcare, Education, and Childcare – 4.9 %

41 unchanged sentences

– Common Stock (C)(J)

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 8.3 %

SFEG Holdings, Inc.

– Common Stock (C)(J)

18,721 30,746 37,830

Total Common Equity/Equivalents $ 44,597 $ 43,955

Total Non-Control/Non-Affiliate Investments $ 561,778 $ 627,240

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2024

DECEMBER 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

2 unchanged sentences

Cost Fair Value

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 9.5 %

SFEG Holdings, Inc.

– Common Stock (C)(J)

18,721 30,746 46,275

Total Common Equity/Equivalents $ 44,597 $ 50,350

Total Non-Control/Non-Affiliate Investments $ 644,871 $ 740,581

AFFILIATE INVESTMENTS (M) – 67.6 %

15 unchanged sentences

100,498 80,336

Electronics – 10.0 %

Nielsen-Kellerman Acquisition Corp.

(K) – Line of Credit, $ 2,820 available (SOFR+ 5.0 %, 10.0 % Cash, Due 12/2025) (J)

1,070 1,070 1,070

Nielsen-Kellerman Acquisition Corp.

(K ) – Term Debt (SOFR+ 8.5 %, 13.5 % Cash, Due 12/2029) (J)

48,082 48,082 48,082

49,152 49,152

Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.8 %

2 unchanged sentences

38,000 38,000 38,000

Leisure, Amusement, Motion Pictures, and Entertainment – 4.1 %

Pyrotek Special Effects, Inc.

(Q) – Line of Credit, $ 0 available (SOFR+ 5.0 %, 10.0 % Cash, Due 11/2029) (J)

3,000 3,000 3,000

Pyrotek Special Effects, Inc.

(Q) – Term Debt (SOFR+ 8.0 %, 13.0 % Cash, Due 11/2029) (J)

17,120 17,120 17,120

20,120 20,120

Mining, Steel, Iron and Non-Precious Metals – 3.7 %

24 unchanged sentences

158,598 $ 19,730 $ —

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

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Diversified/Conglomerate Services – 2.9 %

6 unchanged sentences

6,640 6,640 7,777

24,309 14,316

Electronics – 4.5 %

Nielsen-Kellerman Acquisition Corp.

(K) – Preferred Stock (C)(J)

22,169 22,169 22,169

Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.5 %

2 unchanged sentences

6,180 — 36,721

Leisure, Amusement, Motion Pictures, and Entertainment – 1.4 %

Pyrotek Special Effects, Inc.

(Q) – Preferred Stock (C)(J)

7,060 7,060 7,060

Mining, Steel, Iron and Non-Precious Metals – 3.6 %

7 unchanged sentences

Total Preferred Equity $ 83,990 $ 97,602

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

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

Company and Investment (A)(B)(D)(E)

Principal/Shares/ Units (F)(H)

Cost Fair Value

Common Equity/Equivalents – 1.0 %

Finance – 1.0 %

Gladstone Alternative Income Fund – Common Equity (C)(P)

500,000 $ 5,000 $ 5,000

Telecommunications – 0.0 %

22 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.

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 4.8 % as of September 30, 2024.

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

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 4.3 % as of December 31, 2024.

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

3 unchanged sentences

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

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

8 unchanged sentences

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

(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.

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

Securities and Exchange Commission.

3 unchanged sentences

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

(P) Fair value was based on net asset value provided by the fund as a practical expedient.

(Q) This portfolio company is headquartered in Ontario, Canada.

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

192 unchanged sentences

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) – Line of Credit, $ 394 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) (J)

91 unchanged sentences

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

(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.

Securities and Exchange Commission.

(L) Non-Control/Non-Affiliate investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.

(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.

3 unchanged sentences

(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.

Securities and Exchange Commission.

(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.

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

DECEMBER 31, 2024

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

1 unchanged sentence

The terms “the Company,” “we,” “our” and “us” all refer to Gladstone Investment and its consolidated subsidiaries.

We are an externally advised, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and are applying the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies” (“ASC 946”).

We are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and are applying the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies” (“ASC 946”).

In addition, we have elected to be treated for U.S.

7 unchanged sentences

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 September 30, 2024, our investment portfolio was comprised of 77.4 % in debt investments and 22.6 % in equity investments, at cost.

As of December 31, 2024, our investment portfolio was comprised of 76.3 % in debt investments and 23.7 % 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.

10 unchanged sentences

The accompanying Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries.

All significant intercompany balances and transactions have been eliminated.

All significant intercompany balances and transactions have been eliminated in consolidation.

In accordance with Article 6 of Regulation S-X, we do not consolidate portfolio company investments.

1 unchanged sentence

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 six months ended September 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.

The results of operations for the three and nine months ended December 31, 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

70 unchanged sentences

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 September 30, 2024, our loans to B+T Group Acquisition, Inc., Diligent Delivery Systems, Edge Adhesives Holdings, Inc.

As of December 31, 2024, our loans to B+T Group Acquisition, Inc., Diligent Delivery Systems, Edge Adhesives Holdings, Inc.

("Edge"), and J.R.

5 unchanged sentences

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

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

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

Success Fee Income Recognition

20 unchanged sentences

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

As of December 31, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Gladstone Alternative Income Fund ("Gladstone Alternative"), which was valued using NAV as a practical expedient.

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 three and six months ended September 30, 2024 and 2023, respectively.

As of September 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:

There were no transfers in or out of Level 1, 2 and 3 during the three and nine months ended December 31, 2024 and 2023, respectively.

As of December 31, 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

3 unchanged sentences

Observable Inputs

As of September 30, 2024:

As of December 31, 2024:

Secured first lien debt

4 unchanged sentences

308,226 — — 308,226

Common equity/equivalents

Total Investments as of September 30, 2024

Common equity/equivalents (A)

Total Investments as of December 31, 2024

$ 1,067,230 $ — $ — $ 1,067,230

11 unchanged sentences

Common equity/equivalents

93,465 — 18 (A)

93,465 — 18 (B)

Total Investments as of March 31, 2024

$ 920,504 $ — $ 18 $ 920,486

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

(A) Excludes our investment in Gladstone Alternative with a fair value of $ 5.0 million as of December 31, 2024.

Gladstone Alternative was valued using NAV as a practical expedient.

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

(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 September 30, 2024 and March 31, 2024, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

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, 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

2 unchanged sentences

Valued Using Level 3 Inputs

September 30, 2024 March 31, 2024

December 31, 2024 March 31, 2024

Non-Control/Non-Affiliate Investments

9 unchanged sentences

Preferred equity 97,602 50,958

Common equity/equivalents — 51,442

Common equity/equivalents (B)

Total Affiliate Investments 326,145 295,366

7 unchanged sentences

(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 September 30, 2024 and March 31, 2024.

(B) Excludes our investment in Gladstone Alternative as of December 31, 2024 with a fair value of $ 5.0 million, which was valued using NAV as a practical expedient.

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, 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.

4 unchanged sentences

Input Range / Weighted-Average as of

September 30,

2024 March 31,

2024 September 30,

2024 December 31,

2024 March 31,

24 unchanged sentences

Common equity/

equivalents (A)

equivalents (A)(B)

50,350 93,447 TEV EBITDA multiple 5.5 x – 8.1 x /

3 unchanged sentences

Total $ 1,067,230 $ 920,486

(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.

(A) Fair value as of December 31, 2024 excludes our investment in Gladstone Alternative with a fair value of $ 5.0 million, which was valued using NAV as a practical expedient.

(B) 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.

Changes in discount rates, EBITDA or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of our investments.

Generally, an increase/(decrease) in discount rates or a (decrease)/increase in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a (decrease)/increase in the fair value of certain of our investments.

Generally, an increase/(decrease) in market yields, discount rates or a (decrease)/increase in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a (decrease)/increase in the fair value of certain of our investments.

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 six months ended September 30, 2024 and 2023 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 and nine months ended December 31, 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)

1 unchanged sentence

Equivalents Total

Three Months ended September 30, 2024:

Fair value as of June 30, 2024

Three Months ended December 31, 2024:

Fair value as of September 30, 2024

$ 469,480 $ 111,344 $ 228,528 $ 43,955 $ 853,307

1 unchanged sentence

Net realized gain (loss) (A)

— — — 42,284 42,284

Net unrealized appreciation (depreciation) (B)

1 unchanged sentence

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

— — — ( 38,028 ) ( 38,028 )

New investments, repayments and settlements (C):

3 unchanged sentences

( 5,500 ) — — — ( 5,500 )

— — — ( 48,503 ) ( 48,503 )

Fair value as of September 30, 2024

Fair value as of December 31, 2024

$ 599,911 $ 108,743 $ 308,226 $ 50,350 $ 1,067,230

1 unchanged sentence

Equivalents Total

Six Months Ended September 30, 2024

Nine Months Ended December 31, 2024

Fair value as of March 31, 2024 $ 474,856 $ 138,703 $ 213,480 $ 93,447 $ 920,486

12 unchanged sentences

— — — ( 48,503 ) ( 48,503 )

Fair value as of September 30, 2024

Fair value as of December 31, 2024

$ 599,911 $ 108,743 $ 308,226 $ 50,350 $ 1,067,230

Three Months ended September 30, 2023:

Fair value as of June 30, 2023

Three Months ended December 31, 2023:

Fair value as of September 30, 2023

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

1 unchanged sentence

Net realized gain (loss) (A)

— — 43,459 — 43,459

Net unrealized appreciation (depreciation) (B)

1 unchanged sentence

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

( 1,338 ) — ( 42,228 ) — ( 43,566 )

New investments, repayments and settlements (C) :

2 unchanged sentences

Settlements / repayments

Fair value as of September 30, 2023

( 27,500 ) — — — ( 27,500 )

Six Months Ended September 30, 2023:

— — ( 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

Nine Months Ended December 31, 2023:

Fair value as of March 31, 2023

12 unchanged sentences

( 27,500 ) — — — ( 27,500 )

Fair value as of September 30, 2023

— — ( 50,726 ) ( 1,502 ) ( 52,228 )

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

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

Transfers (E)

— — ( 8,621 ) 8,621 —

Fair value as of December 31, 2023

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

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective three and nine months ended December 31, 2024 and 2023.

(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective three and nine months ended December 31, 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 six months ended September 30, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.

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

("Old World").

(E) For the three and nine months ended December 31, 2023, 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.

Investment Activity

During the six months ended September 30, 2024, the following significant transactions occurred:

During the nine months ended December 31, 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.

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• In September 2024, we exited our investment in Nth Degree Investment Group, LLC, which resulted in success fee income of $ 0.1 million, a realized gain on our preferred equity of $ 42.3 million and the repayment of our debt investment of $ 25.0 million.

• In November 2024, we invested $ 27.2 million in a new portfolio company, Pyrotek Special Effects, Inc.

("Pyrotek"), in the form of $ 20.1 million of secured first lien debt and $ 7.1 million of preferred equity.

Pyrotek, headquartered in Ontario, Canada, is a leading provider of special effects services and solutions for the live entertainment industry.

• In December 2024, we invested $ 5.0 million in Gladstone Alternative, one of our affiliated funds, through common equity.

Gladstone Alternative is a registered, non-diversified, closed-end management investment company that operates as an interval fund.

• In December 2024, we invested $ 71.3 million in a new portfolio company, Nielsen-Kellerman, Inc.

("Nielsen-Kellerman"), in the form of $ 49.1 million of secured first lien debt and $ 22.2 million of preferred equity.

Nielsen-Kellerman, headquartered in Boothwyn, Pennsylvania, designs, manufactures, and distributes a wide range of rugged, waterproof environmental measurement and sports performance instruments.

• In December 2024, we invested $ 78.7 million in a new portfolio company, Ricardo Defense, Inc.

("Ricardo"), in the form of $ 61.3 million of secured first lien debt and $ 17.4 million of preferred equity.

Ricardo, headquartered in Troy, Michigan, with operations in California, Texas and Alabama and overseas, develops engineering and product solutions for U.S.

Army vehicle and logistics programs.

Investment Concentrations

As of September 30, 2024, our investment portfolio consisted of investments in 22 portfolio companies located in 18 states across 15 different industries with an aggregate fair value of $ 853.3 million.

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

and Dema/Mai Holdings, Inc.

represented our five largest portfolio investments at fair value and collectively comprised $ 402.6 million, or 47.2 %, of our total investment portfolio at fair value as of September 30, 2024.

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

September 30, 2024 March 31, 2024

As of December 31, 2024, our investment portfolio consisted of investments in 26 portfolio companies located in 20 states or countries across 17 different industries with an aggregate fair value of $ 1.1 billion.

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

represented our five largest portfolio investments at fair value and collectively comprised $ 443.5 million, or 41.4 %, of our total investment portfolio at fair value as of December 31, 2024.

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

December 31, 2024 March 31, 2024

Cost Fair Value Cost Fair Value

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$ 1,021,741 100.0 % $ 1,072,230 100.0 % $ 854,290 100.0 % $ 920,504 100.0 %

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

September 30, 2024 March 31, 2024

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

December 31, 2024 March 31, 2024

Fair Value Percentage of

Total Investments Fair Value Percentage of Total Investments

Home and Office Furnishings, Housewares, and Durable Consumer Products $ 164,994 19.3 % $ 160,038 17.3 %

Diversified/Conglomerate Services $ 167,188 15.6 % $ 264,535 28.7 %

Home and Office Furnishings, Housewares, and Durable Consumer Products 164,017 15.3 % 160,038 17.3 %

Hotels, Motels, Inns, and Gaming 116,534 10.9 % 77,366 8.4 %

Aerospace and Defense 108,464 10.1 % 29,064 3.2 %

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 100,919 9.4 % 92,781 10.1 %

Buildings and Real Estate 61,749 7.2 % 60,431 6.6 %

Leisure, Amusement, Motion Pictures, and Entertainment 74,334 6.9 % 39,350 4.3 %

Electronics 71,321 6.7 % — — %

Oil and Gas 67,775 6.3 % 51,171 5.6 %

Buildings and Real Estate 61,703 5.8 % 60,431 6.6 %

Healthcare, Education, and Childcare 44,131 4.1 % 49,638 5.4 %

Leisure, Amusement, Motion Pictures, and Entertainment 42,381 5.0 % 39,350 4.3 %

Mining, Steel, Iron and Non-Precious Metals 35,586 3.3 % 30,537 3.3 %

Aerospace and Defense 31,821 3.7 % 29,064 3.2 %

Chemicals, Plastics, and Rubber 15,889 1.5 % 20,363 2.2 %

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

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

September 30, 2024 March 31, 2024

and Canada as of December 31, 2024 and March 31, 2024:

December 31, 2024 March 31, 2024

Location Fair Value Percentage of

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Total Investments

United States

$ 305,374 28.5 % $ 207,870 22.6 %

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221,135 20.6 % 223,871 24.3 %

Canada 27,180 2.5 % — — %

Total investments $ 1,072,230 100.0 % $ 920,504 100.0 %

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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 September 30, 2024:

For the remaining six months ending March 31, 2025

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, 2024:

For the remaining three months ending March 31, 2025

For the fiscal years ending March 31:

Thereafter 129,506

Total contractual repayments $ 780,457

Investments in equity securities 241,284

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

Total cost basis of investments held as of December 31, 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 September 30, 2024 and March 31, 2024, we had gross receivables from portfolio companies of $ 2.1 million and $ 2.2 million, respectively.

As of September 30, 2024 and March 31, 2024, the allowance for uncollectible receivables was $ 1.6 million and $ 1.4 million, respectively.

As of December 31, 2024 and March 31, 2024, we had gross receivables from portfolio companies of $ 2.4 million and $ 2.2 million, respectively.

As of December 31, 2024 and March 31, 2024, the allowance for uncollectible receivables was $ 1.6 million and $ 1.4 million, respectively.

RELATED PARTY TRANSACTIONS

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

Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our chief operating officer) serve as directors and executive officers of the Adviser, which is 100 % indirectly owned and controlled by Mr.

Refer to Note 12 – Subsequent Events for additional information regarding the Advisory Agreement.

One of our executive officers, David Gladstone (our chairman and chief executive officer) serves as a director and executive officer of the Adviser, which, as of December 31, 2024, is 100 % indirectly owned by Mr.

David Dullum (our president) is also the executive vice president of private equity (buyouts) of the Adviser.

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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 September 30, Six Months Ended September 30,

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

2024 2023 2024 2023

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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 and six months ended September 30,

2024, these credits totaled $ 77 thousand and $ 152 thousand, respectively.

For the three and six months ended September 30, 2023, these credits totaled $ 83 thousand and $ 158 thousand, respectively.

For the three and nine months ended December 31, 2024, these credits totaled $ 163 thousand and $ 315 thousand, respectively.

For the three and nine months ended December 31, 2023, these credits totaled $ 57 thousand and $ 215 thousand, respectively.

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 and for the six months ended September 30, 2024, no capital gains-based incentive fees were contractually due to the Adviser.

As of December 31, 2024, $ 4.9 million of 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.

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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 six months ended September 30, 2024, we recorded an accrual of capital gains-based incentive fees of $ 1.6 million and a reversal of capital gains-based incentive fees of $ 2.2 million, respectively.

During the three and six months ended ended September 30, 2023, we recorded capital gains-based incentive fees of $ 9.8 million and $ 9.9 million, respectively.

As of September 30, 2024 and March 31, 2024, we had accrued capital gains-based incentive fees of $ 34.6 million and $ 36.7 million, respectively.

During the three and nine months ended December 31, 2024, we recorded an accrual of capital gains-based incentive fees of $ 7.5 million and $ 5.3 million, respectively.

During the three and nine months ended 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.

As of December 31, 2024 and March 31, 2024, we had accrued capital gains-based incentive fees of $ 42.1 million and $ 36.7 million, respectively.

Transactions with the Administrator

We reimburse the Administrator pursuant to the Administration Agreement for our allocable portion of the Administrator’s expenses incurred while performing services to us, which are primarily rent and salaries and benefits expenses of the Administrator’s employees, including our chief financial officer and treasurer, chief valuation officer, chief compliance officer, and general counsel and secretary, and their respective staffs.

Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our chief operating officer) serve as members of the board of managers and executive officers of the Administrator, which is 100 % indirectly owned and controlled by Mr.

One of our executive officers, David Gladstone (our chairman and chief executive officer) serves as a member of the board of managers and executive officer of the Administrator, which is 100 % indirectly owned and controlled by Mr.

Another of our officers, Mr.

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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 six months ended September 30, 2024 were $ 0.6 million and $ 1.1 million, respectively.

Administration fees for the three and six months ended September 30, 2023 were $ 0.3 million and $ 0.9 million, respectively.

Administration fees for the three and nine months ended December 31, 2024 were $ 0.4 million and $ 1.5 million, respectively.

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

Transactions with Gladstone Securities, LLC

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Gladstone also serves on the board of managers of Gladstone Securities.

Other Transactions

From time to time, Gladstone Securities provides services, such as investment banking and due diligence services, to certain of our portfolio companies, for which it receives a fee.

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.

During the three and six months ended September 30, 2024, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.2 million.

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

During the three and nine months ended December 31, 2024, the fees received by Gladstone Securities from our portfolio companies totaled $ 1.7 million and $ 1.9 million, respectively.

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.

Investment in Affiliated Fund

In December 2024, we invested in Gladstone Alternative, one of our affiliated funds, that is a registered, non-diversified, closed-end management investment company that operates as an interval fund.

The fair value of the investment in Gladstone Alternative will be excluded from the average total assets subject to base management fee for the purposes of calculating the base management fee we pay to the Adviser.

Related Party Fees Due

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

As of September 30,

As of December 31,

As of March 31,

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Total related party fees due $ 44,923 $ 42,071

(A) Includes a capital gains-based incentive fee of $ 34.6 million and $ 36.7 million as of September 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.

(A) Includes a capital gains-based incentive fee of $ 37.2 million and $ 36.7 million as of December 31, 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 both September 30, 2024 and March 31, 2024 were $ 0.1 million.

Co-investment expenses as of both December 31, 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.

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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 September 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.

As of December 31, 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 %, with a SOFR credit spread adjustment of 10 basis points, plus a margin of 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.

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 following tables summarize noteworthy information related to the Credit Facility:

As of September 30, 2024

As of December 31, 2024

As of March 31, 2024

3 unchanged sentences

$ 108,500 $ 133,000

For the Three Months Ended September 30,

For the Six Months Ended September 30,

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2024 2023 2024 2023

3 unchanged sentences

Commitment (unused) fees incurred $ 406 $ 113 $ 1,067 $ 777

(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 $ 191.1 million and $ 133.0 million as of September 30, 2024 and March 31, 2024, 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 $ 108.5 million and $ 133.0 million as of December 31, 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 $ 348.7 million as of September 30, 2024;

(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 September 30, 2024, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 789.2 million, asset coverage on our senior securities representing indebtedness of 229.3 %, 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 September 30, 2024, we were in compliance with all covenants under the Credit Facility.

As of December 31, 2024, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 943.9 million, asset coverage on our senior securities representing indebtedness of 185.9 %, 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, 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 both September 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 %.

As of December 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, and SOFR credit spread adjustment of 10 basis points, plus a margin of 3.15 % per annum, plus an unused commitment fee of 0.75 %.

As of 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, and SOFR credit spread adjustment of 10 basis points, plus a margin of 3.15 % per annum, plus an unused commitment fee of 1.0 %.

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 September 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 September 30, 2024 and March 31, 2024 and for the three and six months ended September 30, 2024 and 2023, as required by ASC 820:

As of each of December 31, 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 December 31, 2024 and March 31, 2024 and for the three and nine months ended December 31, 2024 and 2023, as required by ASC 820:

Level 3 – Borrowings

2 unchanged sentences

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

September 30, 2024 March 31, 2024

December 31, 2024 March 31, 2024

Credit Facility $ 91,500 $ 67,000

2 unchanged sentences

Credit Facility

Three Months Ended September 30, 2024:

Fair value at June 30, 2024

Three Months Ended December 31, 2024:

Fair value at September 30, 2024

Borrowings 144,200

Repayments ( 61,600 )

Fair value at September 30, 2024

Six Months Ended September 30, 2024

Fair value at December 31, 2024

Nine Months Ended December 31, 2024

Fair value at March 31, 2024

1 unchanged sentence

Repayments ( 167,500 )

Fair value at September 30, 2024

Fair value at December 31, 2024

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

1 unchanged sentence

Credit Facility

Three Months Ended September 30, 2023:

Fair value at June 30, 2023

Three Months Ended December 31, 2023:

Fair value at September 30, 2023

Borrowings 104,900

Repayments ( 101,600 )

Unrealized appreciation (depreciation) ( 52 )

Fair value at September 30, 2023

Six Months Ended September 30, 2023

Unrealized appreciation 92

Fair value at December 31, 2023

Nine Months Ended December 31, 2023

Fair value at March 31, 2023

1 unchanged sentence

Repayments ( 184,500 )

Unrealized appreciation (depreciation) ( 63 )

Fair value at September 30, 2023

The fair value of the collateral under the Credit Facility was $ 648.0 million and $ 717.3 million as of September 30, 2024 and March 31, 2024, respectively.

Unrealized appreciation 29

Fair value at December 31, 2023

The fair value of the collateral under the Credit Facility was $ 847.3 million and $ 717.3 million as of December 31, 2024 and March 31, 2024, respectively.

Notes Payable

23 unchanged sentences

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 September 30, 2024 and March 31, 2024:

As of September 30, 2024:

7.875 % Notes due 2030

In December 2024 , we completed a public offering of 7.875 % Notes due 2030 with an aggregate principal amount of $ 126.5 million (the " 7.875 % 2030 Notes"), which resulted in net proceeds of approximately $ 122.4 million after deducting underwriting discounts, commissions and offering costs borne by us.

The 7.875 % 2030 Notes are traded under the ticker symbol “GAINI” on Nasdaq.

The 7.875 % 2030 Notes will mature on February 1, 2030 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after February 1, 2027.

The 7.875 % 2030 Notes bear interest at a rate of 7.875 % per year , payable quarterly in arrears.

The indenture relating to the 7.875 % 2030 Notes contains certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 7.875 % 2030 Notes and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.

The 7.875 % 2030 Notes are recorded at the aggregate principal amount, less underwriting discounts, commissions, and offering costs, on our accompanying Consolidated Statements of Assets and Liabilities .

Total underwriting discounts, commissions, and offering costs related to this offering were $ 4.1 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 February 1, 2030, the maturity date.

The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes, 8.00 % 2028 Notes and 7.875 % 2030 Notes as of December 31, 2024 and March 31, 2024:

As of December 31, 2024:

Description Ticker

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

7.875 % 2030 Notes

GAINI December 17, 2024 February 1, 2030 7.875 % 5,060,000 $ 25.00 126,500

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 September 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 229.3 % and 219.0 %, respectively.

The 7.875 % 2030 Notes can be redeemed at our option at any time on or after February 1, 2027.

(B) As of December 31, 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 185.9 % 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 September 30, 2024 was $ 126.1 million, $ 128.3 million, and $ 77.6 million, respectively.

The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes, 8.00 % 2028 Notes and 7.875 % 2030 Notes as of December 31, 2024 was $ 127.3 million, $ 127.3 million, $ 77.1 million and $ 128.4 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 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.

We consider the closing prices of the 5.00 % 2026 Notes, 4.875 % 2028 Notes, 8.00 % 2028 Notes and 7.875 % 2030 Notes to be Level 1 inputs within the ASC 820 hierarchy.

REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS

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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 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.

As of the date of this report, we have the ability to issue up to $ 321.5 million of the securities registered under the registration statement.

Common Equity Offering

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

B., Riley Securities, Inc.

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 September 30, 2024.

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

As of December 31, 2024, we had remaining capacity to sell up to an additional $ 73.0 million of common stock under the 2024 Common Stock ATM program.

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

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and entered into amendments to the agreements with Oppenheimer & Co.

and Virtu Americas LLC in order to add B.

and Virtu Americas LLC to add B.

Riley Securities, Inc.

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

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 on May 14, 2024, during the three and six months ended September 30, 2024.

During the three and six months ended September 30, 2023, we sold 304,170 shares of common stock under the 2022 Common Stock ATM Program, with a weighted-average gross price of $ 13.55 per share and a weighted-average net price of $ 13.35 per share after deducting commissions and offering costs borne by us, raising approximately $ 4.1 million and $ 4.1 million of gross and net proceeds, respectively.

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 on May 14, 2024, during the nine months ended December 31, 2024.

During the three and nine months ended December 31, 2024, we sold 148,714 shares of our common stock under the 2024 Common Stock ATM Program, with a weighted-average gross price of $ 13.64 per share and a weighted-average net price of $ 13.48 per share after deducting commissions and offering costs borne by us, raising approximately $ 2.0 million and $ 2.0 million of gross and net proceeds, respectively.

During the three months ended December 31, 2023, we sold 1,456,279 shares of common stock under the 2022 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 2022 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.

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 six months ended September 30, 2024 and 2023:

Three Months Ended September 30, Six Months Ended September 30,

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, 2024 and 2023:

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

2024 2023 2024 2023

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

If we determined the tax characterization of cash distributions paid to common stockholders during the current calendar year as of September 30, 2024, 51.0 % would be from from ordinary income and 49.0 % would be from capital gains.

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

For the Six Months Ended September 30, 2024 (A) :

The tax characterization of cash distributions paid to common stockholders during the calendar year ended December 31, 2024 was 52.9 % from ordinary income and 47.1 % from capital gains.

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, 2024 and 2023:

For the Nine Months Ended December 31, 2024 :

Declaration Date

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July 9, 2024 September 20, 2024 September 30, 2024 0.08

Six Months Ended September 30, 2024 $ 0.48

For the Six Months Ended September 30, 2023 :

September 17, 2024 October 4, 2024 October 15, 2024 0.70 (A)

October 8, 2024 October 22, 2024 October 31, 2024 0.08

October 8, 2024 November 20, 2024 November 29, 2024 0.08

October 8, 2024 December 20, 2024 December 31, 2024 0.08

Nine Months Ended December 31, 2024 $ 1.42

For the Nine Months Ended December 31, 2023 :

Declaration Date

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April 11, 2023 May 23, 2023 May 31, 2023 0.08

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

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

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

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

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

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

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

Six Months Ended September 30, 2023 $ 0.72

(A) On September 17, 2024, our Board of Directors also declared a supplemental distribution of $ 0.70 per common share to stockholders of record on October 4, 2024, which was paid on October 15, 2024.

(B) Represents a supplemental distribution to common stockholders.

Aggregate cash distributions to our common stockholders declared was $ 43.3 million, of which $ 17.6 million was paid during the six months ended September 30, 2024, and $ 25.7 million was paid in October 2024.

Aggregate cash distributions to our common stockholders declared and paid was $ 24.3 million for the six months ended September 30, 2023.

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

(A) Represents a supplemental distribution to common stockholders.

Aggregate cash distributions to our common stockholders declared and paid were $ 52.1 million and $ 67.4 million for the nine months ended December 31, 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 September 30, 2024, we recorded $ 0.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

For the three months ended September 30, 2023, we recorded $ 0.5 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 .

For the six months ended September 30, 2024, we recorded $ 0.8 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 six months ended September 30, 2023, we recorded $ 0.1 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 .

For the three months ended December 31, 2024, we recorded $ 0.4 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Accumulated net realized gain in excess of distributions and decreased Capital in excess of par value and Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .

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 nine months ended December 31, 2024, we recorded $ 1.2 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 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 .

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 September 30, 2024 and March 31, 2024, 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 December 31, 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 $ 1.4 million and $ 1.0 million as of September 30, 2024 and March 31, 2024, respectively.

Reserves and holdbacks against escrow amounts were $ 1.7 million and $ 1.0 million as of December 31, 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 September 30, 2024 and March 31, 2024 to be insignificant.

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

September 30, 2024 March 31, 2024

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

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

December 31, 2024 March 31, 2024

Unused line of credit commitments

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FINANCIAL HIGHLIGHTS

Three Months Ended September 30, Six Months Ended September 30,

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

2024 2023 2024 2023

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Income from investment operations (B)

Net investment income (loss)

Net investment income

0.03 0.28 0.57 0.49

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— 1.27 1.15 1.32

Net unrealized (depreciation)/appreciation ( 0.93 ) 1.44 ( 1.45 ) 1.43

Net unrealized appreciation/(depreciation) 1.02 ( 1.36 ) ( 0.43 ) 0.04

Total income from investment operations

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( 0.08 ) ( 0.81 ) ( 0.78 ) ( 1.12 )

Discounts, commissions and offering costs

0.00 ( 0.01 ) 0.00 ( 0.01 )

Net accretive effect of equity offering (D)

0.00 0.05 0.00 0.05

Total from equity capital activity

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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) Reserved.

(D) During the three and nine months ended December 31, 2023, the accretive effect is a result of issuing common shares at a

price above the then current NAV per share.

(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.

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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 15.40 % and 23.30 % for the three months ended September 30, 2024 and 2023, respectively, and 12.83 % and 18.70 % for the six months ended September 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 3.76 % and ( 5.39 )% for the three months ended September 30, 2024 and 2023, respectively, and 5.84 % and ( 0.50 )% for the six months ended September 30, 2024 and 2023, respectively.

ended December 31, 2024 and 2023, respectively, and 23.77 % and 17.27 % for the nine months ended December 31, 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 (loss) income to average net assets - annualized would have been ( 3.56 )% and 4.73 % for the three months ended December 31, 2024 and 2023, respectively, and 4.18 % and 1.32 % for the nine months ended December 31, 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 six months ended September 30, 2024 and 2023.

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, 2024 and 2023.

SUBSEQUENT EVENTS

Distributions and Dividends

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

• In January 2025, our Board of Directors declared the following monthly distributions to common stockholders:

Payment Date Distribution per Common Share

October 22, 2024 October 31, 2024 $ 0.08

November 20, 2024 November 29, 2024 0.08

December 20, 2024 December 31, 2024 0.08

Total for the Quarter:

• On October 15, 2024, we also paid to common stockholders the following supplemental distribution previously declared by our Board of Directors on September 17, 2024:

Record Date Payment Date Distribution per Common Share

October 4, 2024 October 15, 2024 $ 0.70

January 24, 2025 January 31, 2025 $ 0.08

February 19, 2025 February 28, 2025 0.08

March 19, 2025 March 31, 2025 0.08

Total for the Quarter:

Revolving Line of Credit

On February 10, 2025, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.

10 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 $ 200.0 million to $ 250.0 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.

Investment Advisory Agreement

On January 24, 2025, the Company entered into a new investment advisory and management agreement (the “New Advisory Agreement”) with the Adviser.

The New Advisory Agreement, which was approved by the Company’s stockholders at a stockholders’ meeting on January 4, 2024, was entered into as a result of a change of control of the Adviser pursuant to the previously disclosed 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 Adviser and certain stockholders of the Adviser.

There are no changes to the terms, including the fee structure and services to be provided, of the prior Advisory Agreement in the New Advisory Agreement, other than the date and term of the New Advisory Agreement as compared to the prior Advisory Agreement.

The New Advisory Agreement and the Advisory Agreement are collectively referred to herein as the Advisory Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements