What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-05-13 compared with 2024-05-08 · 59 added, 59 removed, 311 unchanged (28% of the section changed)

11 unchanged sentences

OTHER INFORMATION.

During the three months ended March 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

During the three months ended March 31, 2025, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) ("Rule 10b5-1 trading arrangement") or any “non-Rule 10b5-1 trading arrangement”.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

5 unchanged sentences

The information required by Item 10 is hereby incorporated by reference from our 2025 Proxy Statement.

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our officers and directors and to the employees of our Adviser and our Administrator.

The Code of Conduct is available in the Investors section of our website under “Governance – Governance Documents” at www.GladstoneInvestment.com .

EXECUTIVE COMPENSATION

36 unchanged sentences

814-00704), filed May 31, 2023.

4.6 Fifth Supplemental Indenture between Gladstone Investment Corporation and UMB Bank, National Association, dated as of December 17, 2024, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

814-00704), filed December 17, 2024.

4.7* Description of Securities

5 unchanged sentences

333-123699), filed June 21, 2005.

10.3 Investment Advisory and Management Agreement between the Registrant and Gladstone Management Corporation, dated June 22, 2005, incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K (File No.

814-00704), filed June 14, 2006.

10.3 Investment Advisory and Management Agreement, dated January 24, 2025, between Gladstone Investment Corporation and Gladstone Management Corporation, incorporated by reference to Exhibit 10.1 to the Form 8-K (File No.

814-00704) filed on January 24, 2025.

10.4 Administration Agreement between the Registrant and Gladstone Administration, LLC, dated June 22, 2005, incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K (File No.

53 unchanged sentences

814-00704), filed February 6, 2024.

10.23 Amendment No.

10 to Fifth Amended and Restated Credit Agreement, dated as of February 10, 2025 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management C orporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto , incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q (File No.

814-00704), filed February 12 , 202 5 .

10.24* Amendment No.

11 to Fifth Amended and Restated Credit Agreement, dated as of February 24, 2025 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto.

14* Code of Ethics

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GLADSTONE INVESTMENT CORPORATION

/s/ RACHAEL EASTON

Rachael Easton

/s/ TAYLOR RITCHIE

Taylor Ritchie

Chief Financial Officer and Treasurer

3 unchanged sentences

Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

/s/ RACHAEL EASTON

Rachael Easton

/s/ TAYLOR RITCHIE

Taylor Ritchie

Chief Financial Officer and Treasurer (principal financial and accounting officer)

1 unchanged sentence

/s/ MICHELA A.

/s/ PAUL ADELGREN

Paul Adelgren

/s/ WALTER H.

2 unchanged sentences

/s/ PAULA NOVARA

/s/ KATHARINE C.

SCHEDULE 12-14

12 unchanged sentences

Secured First Lien Debt – 42.7%

Diversified/Conglomerate Manufacturing – 0.0%

Edge Adhesives Holdings, Inc.

(M) –Term Debt

$ — $ — $ — $ 4,255 $ — $ (4,342) $ 87 $ —

Diversified/Conglomerate Services – 16.2%

13 unchanged sentences

— 8,261 77,351 — — 3,532 80,883

Electronics – 9.9%

Nielsen-Kellerman Acquisition Corp.– Line of Credit, $2,820 available (SOFR+5.0%, 10.0% Cash, Due 12/2025) (L)

1,070 — 31 — 1,070 — — 1,070

Nielsen-Kellerman Acquisition Corp.

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

48,082 — 1,857 — 48,082 — — 48,082

— 1,888 — 49,152 — — 49,152

Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.6%

2 unchanged sentences

38,000 — 6,530 43,000 — (5,000) — 38,000

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

Utah Pacific Bridge & Steel, Ltd.

(SOFR+10.0%, 15.3% Cash, Due 7/2026)

Leisure, Amusement, Motion Pictures, and Entertainment – 4.5%

Pyrotek Special Effects, Inc.– Line of Credit, $500 available (SOFR+5.0%, 10.0% Cash, Due 11/2026) (L)

2,500 — 94 — 3,000 (500) — 2,500

Pyrotek Special Effects, Inc.

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

20,120 — 853 — 20,120 — — 20,120

— 947 — 23,120 (500) — 22,620

GLADSTONE INVESTMENT CORPORATION

9 unchanged sentences

March 31, 2025

Mining, Steel, Iron and Non-Precious Metals Total – 3.0%

UPB Acquisition, Inc.

(SOFR+10.0%, 14.3% Cash, Due 7/2026)

$ 15,000 $ — $ 2,688 $ 18,250 $ — $ (3,250) $ — $ 15,000

Telecommunications – 1.5%

B+T Group Acquisition, Inc.

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

– Line of Credit, $0 available (SOFR+2.0%, 7.0% Cash, Due 12/2026) (K)

3,080 — — 3,080 — — — 3,080

B+T Group Acquisition, Inc.

– Line of Credit, $394 available (SOFR+2.0%, 7.3% Cash, Due 6/2025) (L)

– Line of Credit, $120 available (SOFR+2.0%, 7.0% Cash, Due 6/2025) (K)

930 — 57 656 274 — — 930

B+T Group Acquisition, Inc.

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

– Term Debt (SOFR+2.0%, 7.0% Cash, Due 12/2026) (K)

14,000 — 13 5,266 — — (1,691) 3,575

5 unchanged sentences

PSI Molded Plastics, Inc.

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

– Term Debt (SOFR +1.0%, 7.0% Cash, Due 1/2028) (O)

$ 10,616 $ — $ 2,342 $ 20,363 $ 400 $ (16,400) $ 6,253 $ 10,616

1 unchanged sentence

Nth Degree, Inc.

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

– Term Debt (M)

— — 1,715 25,000 — (25,000) — —

4 unchanged sentences

PSI Molded Plastics, Inc.

– Preferred Stock

158,598 $ — $ — $ — $ — $ — $ — $ —

Diversified/Conglomerate Manufacturing – 0.0%

Edge Adhesives Holdings, Inc.

– Preferred Stock (M)

– Preferred Stock (O)

322,598 $ — $ — $ — $ 16,400 $ — $ (15,404) $ 996

8 unchanged sentences

— — 8,033 — — 13,298 21,331

Electronics – 4.5%

Nielsen-Kellerman Acquisition Corp.– Preferred Stock (L)

22,169 — — — 22,169 — 252 22,421

Home and Office Furnishings, Housewares, and Durable Consumer Products – 4.7%

13 unchanged sentences

March 31, 2025

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

Pyrotek Special Effects, Inc.

– Preferred Stock (L)

7,060 $ — $ — $ — $ 7,060 $ — $ 200 $ 7,260

Mining, Steel, Iron and Non-Precious Metals - 5.2%

Utah Pacific Bridge & Steel, Ltd.

UPB Acquisition, Inc.

- Preferred Stock 6,000 — — 12,287 — — 13,723 26,010

7 unchanged sentences

Diversified/Conglomerate Services - 0.0%

Nth Degree Investment Group, LLC – Common Stock

Nth Degree Investment Group, LLC – Common Stock (M)(N)

— $ 43,373 $ — $ 51,442 $ — $ (6,219) $ (45,223) $ —

Finance – 1.0%

Gladstone Alternative Income Fund – Common Equity (L)

500,000 — 26 — 5,000 — (25) 4,975

Telecommunications - 0.0%

7 unchanged sentences

Secured First Lien Debt – 0.1%

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

The Mountain Corporation – Line of Credit (N)

$ — $ (4,550) $ — $ — $ — $ (4,550) $ 4,550 $ —

Diversified/Conglomerate Manufacturing – 0.1%

Edge Adhesives Holdings, Inc.

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

$ 9,210 $ — $ — $ 4,342 $ — $ (1,437) $ 2,905

Total Secured Second Lien Debt $ (4,550) $ — $ — $ — $ 4,342 $ (4,550) $ 3,113 $ 2,905

Secured Second Lien Debt – 0.0%

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

The Mountain Corporation – Term Debt (N)

– Term Debt (SOFR+5.5%, 9.8% Cash, Due 8/2026) (K)

$ 9,210 $ — $ — $ 2,905 $ — $ — $ (2,562) $ 343

Total Secured Second Lien Debt $ (3,200) $ — $ — $ — $ (3,200) $ 3,200 $ —

Total Secured First Lien Debt $ — $ — $ 2,905 $ — $ — $ (2,562) $ 343

GLADSTONE INVESTMENT CORPORATION

10 unchanged sentences

Preferred Equity – 0.0%

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

The Mountain Corporation – Preferred Stock (N)

— $ (6,899) $ — $ — $ — $ (6,899) $ 6,899 $ —

Diversified/Conglomerate Manufacturing – 0.0%

Edge Adhesives Holdings, Inc.

– Preferred Stock (K)

– Preferred Stock

8,199 $ — $ — $ — $ — $ — $ — $ —

Total Preferred Equity $ — $ — $ — $ — $ — $ — $ —

Common Equity/Equivalents – 0.0%

Leisure, Amusement, Motion Pictures, and Entertainment – 0.0%

Gladstone SOG Investments, Inc.

- Common Stock (O)

— $ 882 $ — $ 713 $ — $ (620) $ (93) $ —

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

The Mountain Corporation - Common Stock (N)

— (1) — — — (1) 1 —

Total Common Equity/Equivalents $ 881 $ — $ 713 $ — $ (621) $ (92) $ —

TOTAL CONTROL INVESTMENTS $ — $ — $ 2,905 $ — $ — $ (2,562) $ 343

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

(B) Common stock, warrants, options and, in some cases, preferred stock are generally non-income-producing and restricted.

8 unchanged sentences

(F) Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.

GLADSTONE INVESTMENT CORPORATION

INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)

(AMOUNTS IN THOUSANDS)

(G) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments as of March 31, 2025.

Warrants are represented as a percentage of ownership, as applicable, as of March 31, 2025.

(H) Represents the total amount of interest, dividend, success fee, or other investment income credited to income for the portion of the year ending March 31, 2024 an investment was an affiliate investment or control investment and on accrual status, as appropriate.

(H) Represents the total amount of interest, dividend, success fee, or other investment income credited to income for the portion of the year ended March 31, 2025 an investment was an affiliate investment or control investment and on accrual status, as appropriate.

(I) Gross additions include increases in investments resulting from new portfolio investments, the amortization of discounts and fees, and the exchange of one or more existing securities for one or more new securities during the year ended March 31, 2025.

2 unchanged sentences

(L) New investment during the year ended March 31, 2025.

(M) Edge Adhesives Holdings, Inc.'s term debt and equity were transferred from Affiliate to Control investment during the year ended March 31, 2024.

(N) During the year ended March 31, 2024, we recognized a realized loss of $14.7 million upon the liquidation and dissolution of The Mountain.

(O) During the year ended March 31, 2024, we received a $1.5 million escrow settlement in connection with our December 2021 exit of SOG Specialty Knives & Tools, LLC, which resulted in no remaining assets being held by Gladstone SOG Investments, Inc.

(M) Investment was exited/paid off during the year ended March 31, 2025.

(N) During the year ended March 31, 2025, we recognized a realized gain of $43.4 million upon sale of Nth Degree Investment Group, LLC.

(O) During the year ended March 31, 2025, we restructured our investments in PSI Molded Plastics, Inc., which resulted in $16.4 million being converted from second lien debt to preferred equity.

(P) Net realized gain (loss) excludes amounts related to portfolio companies no longer in the portfolio for the periods presented.

3 unchanged sentences

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-K

Item 9A. Controls and Procedures