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Item 5. Market for Registrant’s Common Equity

2026-05-12 compared with 2025-05-13 · 30 added, 27 removed, 211 unchanged (21% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on Nasdaq under the symbol “GAIN.” The following table reflects, by quarter, the high and low intraday sales prices per share of our common stock on Nasdaq, the intraday sales prices as a percentage of NAV per share and quarterly distributions declared per common share for each fiscal quarter during the last two completed fiscal years and the current fiscal year through May 12, 2025.

Our common stock is traded on Nasdaq under the symbol “GAIN.” The following table reflects, by quarter, the high and low intraday sales prices per share of our common stock on Nasdaq, the high and low intraday sales prices as a percentage of NAV per share and quarterly distributions declared per common share for each fiscal quarter during the last two completed fiscal years and the current fiscal year through May 11, 2026.

Quarter Ended/Ending NAV (A)

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Fiscal Year ended March 31, 2025:

6/30/2023 $ 12.99 $ 13.91 $ 12.53 7 % ( 4 ) % $ 0.3600 (C)

9/30/2023 $ 14.03 $ 13.88 $ 12.44 ( 1 ) % ( 11 ) % $ 0.3600 (C)

6/30/2024 $ 13.01 $ 14.55 $ 13.66 12 % 5 % $ 0.2400

9/30/2024 $ 12.49 $ 14.58 $ 12.46 17 % — % $ 0.2400

12/31/2024 $ 13.30 $ 14.85 $ 12.81 12 % ( 4 ) % $ 0.9400 (C)

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Fiscal Year ended March 31, 2026:

6/30/2025 $ 12.99 $ 15.34 $ 11.42 18 % ( 12 ) % $ 0.7800 (D)

9/30/2025 $ 13.53 $ 14.57 $ 13.66 8 % 1 % $ 0.2400

12/31/2025 $ 14.95 $ 14.15 $ 13.16 ( 5 ) % ( 12 ) % $ 0.2400

12/31/2024 $ 13.30 $ 14.85 $ 12.81 12 % ( 4 ) % $ 0.9400 (D)

3/31/2026 $ 16.78 $ 14.54 $ 13.11 ( 13 ) % ( 22 ) % $ 0.2400

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(through May 11, 2026)

* $ 14.11 $ 11.42 * * $ 0.7800 (E)

* $ 17.14 $ 13.99 * * $ 0.2400

(A) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low intraday sales prices.

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(B) The premiums (discounts) set forth in these columns represent the high or low, as applicable, intraday sale prices per share for the relevant quarter minus the NAV per share as of the end of such quarter, and therefore may not reflect the premium (discount) to NAV per share on the date of the high and low intraday sales prices.

(C) Includes $0.12, $0.12, $0.12 and $0.88 per common share supplemental distributions paid in June 2023, September 2023, November 2023 and December 2023, respectively.

(D) Includes a $0.70 per common share supplemental distribution paid in October 2024.

(E) Includes a $0.54 per common share supplemental distribution to be paid in June 2025.

(D) Includes a $0.54 per common share supplemental distribution paid in June 2025.

* Not yet available, as the NAV per share as of the end of this quarter has not yet been finalized.

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The catch-up provision is meant to provide our Adviser with 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply when our pre-incentive fee net investment income exceeds 125% of the quarterly hurdle rate in any calendar quarter.

For the three months ended March 31, 2025, the income-based incentive fee was $2.3 million.

There was no income-based incentive fee for the three months ended March 31, 2026.

The capital gains-based incentive fee equals 20% of our net realized capital gains in excess of unrealized depreciation since our inception, if any, computed as all realized capital gains net of all realized capital losses and unrealized depreciation since our inception, less any prior payments, measured at the end of each calendar year and payable at the end of each fiscal year.

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(7) Includes amortization of deferred financing costs.

As of March 31, 2025, we had no borrowings outstanding under our Credit Facility, $127.9 million of 5.00% 2026 Notes, at cost, $134.6 million of 4.875% 2028 Notes, at cost, $74.8 million of 8.00% 2028 Notes, at cost, and $126.5 million of 7.875% 2030 Notes, at cost.

As of March 31, 2026, we had $23.9 million of borrowings outstanding under our Credit Facility, $ 127.9 million of 5.00% 2026 Notes, at cost, $134.6 million of 4.875% 2028 Notes, at cost, $60.0 million of 6.875% 2028 Notes, at cost, $126.5 million of 7.875% 2030 Notes, at cost, and $100.0 million of 7.125% 2031 Notes, at cost.

See “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Line of Credit ” and “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Notes Payable ” for additional information regarding our Credit Facility, our 5.00% 2026 Notes, our 4.875% 2028 Notes, our 8.00% 2028 Notes and our 7.875% 2030 Notes.

(8) Includes our overhead expenses, including payments under the Administration Agreement based on our projected allocable portion of overhead and other expenses estimated to be incurred by our Administrator for the current fiscal year.

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(9) Total annualized gross expenses, based on actual amounts incurred for the three months ended March 31, 2026 (except as set forth in footnote 8), would be $160.2 million.

After all non-contractual, unconditional, and irrevocable credits described in footnote 4, footnote 5, and footnote 6 above are applied to the base management fee and the loan servicing fee, total annualized expenses after fee credits, based on actual amounts incurred for the three months ended March 31, 2025, would be $81.3 million or 16.44% as a percentage of average net assets.

After all non-contractual, unconditional, and irrevocable credits described in footnote 4 and footnote 5 above are applied to the base management fee and the loan servicing fee, total annualized expenses after fee credits, based on actual amounts incurred for the three months ended March 31, 2026, would be $143.2 million or 23.13% as a percentage of average net assets.

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock.

In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above.

The amounts set forth below do not reflect the impact of sales load or offering expenses to be borne by the Company or its stockholders.

In the prospectus supplement relating to an offering of securities pursuant to the applicable prospectus, the examples below will be restated to reflect the impact of the estimated offering expenses borne by the Company and its stockholders and, if applicable, the impact of the applicable sales load.

The example below and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.

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Because the assumed 5.0% annual return is significantly below the hurdle rate of 7.0% (annualized) that we must achieve under the Advisory Agreement to trigger the payment of an income-based incentive fee, we have assumed, for purposes of this example, that no income-based incentive fee would be payable if we realized a 5.0% annual return.

(2) While the example assumes reinvestment of all distributions at NAV per share, participants in the dividend reinvestment plan will receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution, and this price per share may differ from NAV per share.

of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution, and this price per share may differ from NAV per share.

See “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital

Resources—Distributions and Dividends to Stockholders—Dividend Reinvestment Plan ” for additional information regarding our dividend reinvestment plan.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distributions and Dividends to Stockholders—Dividend Reinvestment Plan ” for additional information regarding our dividend reinvestment plan.

(3) For purposes of this example, we have assumed that the entire amount of the assumed 5.0% annual return would constitute capital gains and that no accumulated capital losses or unrealized depreciation would have to be overcome first before a capital gains-based incentive fee is payable.

Senior Securities

Information about our senior securities is shown in the following table as of the end of each of our last ten fiscal years.

The annual information has been derived from our audited financial statements for each respective period, which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm.

The report of our independent registered public accounting firm, PricewaterhouseCoopers LLP, on the senior securities table as of March 31, 2025 is included elsewhere in this Annual Report.

Information about our senior securities is shown in the following table.

The information as of and for the years ended March 31, 2026, 2025 2024, 2023 and 2022 is derived from our consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which is included herein.

Class and Year Total Amount

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Unit (3) Average Market Value

7.125% Series A Cumulative Term Preferred Stock (5)

March 31, 2016 $ 40,000,000 $ 2,214 $ 25.00 $ 25.60

6.75% Series B Cumulative Term Preferred Stock (5)

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March 31, 2017 $ 41,400,000 $ 2,356 $ 25.00 $ 26.00

March 31, 2016 $ 41,400,000 $ 2,214 $ 25.00 $ 24.43

6.50% Series C Cumulative Term Preferred Stock due 2022 (6)

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March 31, 2017 $ 40,250,000 $ 2,356 $ 25.00 $ 25.64

March 31, 2016 $ 40,250,000 $ 2,214 $ 25.00 $ 23.92

6.25% Series D Cumulative Term Preferred Stock due 2023 (7)

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March 31, 2022 $ 127,937,500 $ 2,529 $ 25.00 $ 25.13

March 31, 2021 $ 127,937,500 $ 3,980 $ 25.00 $ 25.85

Class and Year Total Amount

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March 31, 2023 $ 134,550,000 $ 2,447 $ 25.00 $ 23.00

March 31, 2022 $ 134,550,000 $ 2,529 $ 25.00 $ 25.07

8.00% 2028 Notes (11)

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6.875% 2028 Notes (12)

March 31, 2026 $ 60,000,000 $ 2,138 $ 1,000.00 N/A

7.875% 2030 Notes (13)

March 31, 2026 $ 126,500,000 $ 2,138 $ 25.00 $ 25.45

March 31, 2025 $ 126,500,000 $ 2,044 $ 25.00 $ 25.38

7.125% 2031 Notes (14)

March 31, 2026 $ 100,000,000 $ 2,138 $ 25.00 $ 25.31

Secured borrowings (15)

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March 31, 2017 $ 5,095,785 $ 6,613 — N/A

March 31, 2016 $ 5,095,785 $ 4,838 — N/A

(1) Total amount of each class of senior securities outstanding as of the dates presented.

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(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4) Only applicable to our Term Preferred Stock and the Notes because the other senior securities are not registered for public trading.

(4) Only applicable to our Term Preferred Stock and the Notes, except for our 6.875% 2028 Notes which are not listed, because the other senior securities are not registered for public trading.

Average market value per unit is the average of the closing price of the shares on Nasdaq during the last 10 trading days of the period.

(5) Our Series A Term Preferred Stock was issued in March 2012 and redeemed in September 2016.

(5) Our Series B Term Preferred Stock was issued in November 2014 and redeemed in August 2018.

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(8) Our Series E Term Preferred Stock was issued in August 2018 and redeemed in August 2021.

(10) Our 5.00% 2026 Notes were issued in March 2021.

(9) Our 5.00% 2026 Notes were issued in March 2021 and repaid on May 1, 2026.

(10) Our 4.875% 2028 Notes were issued in August 2021.

(12) Our 8.00% 2028 Notes were issued in May 2023.

(11) Our 8.00% 2028 Notes were issued in May 2023 and redeemed on December 16, 2025.

(12) Our 6.875% 2028 Notes were issued in November 2025.

(13) Our 7.875% 2030 Notes were issued in December 2024.

(14) Our 7.125% 2031 Notes were issued in February 2026.

(15) In August 2012, we entered into a participation agreement with a third-party related to $5.0 million of our secured second lien term debt investment in Ginsey Home Solutions, Inc.

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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 5. Market for Registrant’s Common Equity