What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-11-13 compared with 2022-11-14 · 72 added, 78 removed, 221 unchanged (40% of the section changed)

5 unchanged sentences

b) Management’s Annual Report on Internal Control Over Financial Reporting

Refer to the Management’s Report on Internal Control over Financial Reporting located in Item 8 of this Form 10-K.

Refer to the Management’s Annual Report on Internal Control over Financial Reporting located in Item 8 of this Form 10-K.

c) Attestation Report of the Registered Public Accounting Firm

3 unchanged sentences

OTHER INFORMATION

Not applicable.

During the three months ended September 30, 2023, 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.” In addition, during the three months ended September 30, 2023, we did not adopt or terminate any Rule 10b5-1 trading arrangement.

We will file a definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “Election of Directors.”

The information required by Item 10 is hereby incorporated by reference from our 2024 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.

1 unchanged sentence

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”

The information required by Item 11 is hereby incorporated by reference from our 2024 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

The information required by Item 12 is hereby incorporated by reference from our 2024 Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “Certain Transactions” and “Information Regarding our Board of Directors and Corporate Governance — Director Independence.”

The information required by Item 13 is hereby incorporated by reference from our 2024 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “Independent Registered Public Accounting Firm Fees.”

The information required by Item 14 is hereby incorporated by reference from our 2024 Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

23 unchanged sentences

814-00237), filed September 21, 2017.

3.5 Articles Supplementary for 6.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

814-00237), filed on June 1, 2023.

3.6 Bylaws, incorporated by reference to Exhibit 99.b to Pre-Effective Amendment No.

9 unchanged sentences

814-00237), filed November 29, 2016.

3.11 Fifth Amendment to Bylaws, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

814-00237), filed October 10, 2023.

4.1 Form of Certificate for Common Stock, incorporated by reference to Exhibit 99.d.2 to Pre-Effective Amendment No.

1 unchanged sentence

333-63700), filed August 23, 2001.

4.2 Form of Certificate for 6.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

814-00237), filed on June 1, 2023.

4.3 Indenture between the Registrant and U.S.

8 unchanged sentences

814-00237), filed November 4, 2021.

4.6 Fifth Supplemental Indenture between Gladstone Capital Corporation and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), dated as of August 17, 2023, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

814-00237), filed August 17, 2023.

4.7* Description of Securities

22 unchanged sentences

10.9 Amendment No.

1 to the Sixth Amended and Restated Credit Agreement dated as of September 12, 2022 by and among Gladstone Business Loan, LLC as Borrower, Gladstone Management Corporation as Servicer, KeyBank National Association, as Administrative Agent and the financial institutions from the time to time party thereto.

814-00237), filed November 11, 2022.

10.10 Amendment No.

2 to the Sixth Amended and Restated Credit Agreement dated as of September 20, 2022 by and among Gladstone Business Loan, LLC as Borrower, Gladstone Management Corporation as Servicer, KeyBank National Association, as Administrative Agent and the financial institutions from the time to time party thereto.

814-00237), filed November 11, 2022.

10.11 Amendment No.

3 to the Sixth Amended and Restated Credit Agreement dated as of October 31, 2022 by and among Gladstone Business Loan, LLC as Borrower, Gladstone Management Corporation as Servicer, KeyBank National Association, as Administrative Agent and the financial institutions from the time to time party thereto.

814-00237), filed November 11, 2022.

10.12 Amendment No.

4 to Sixth Amended and Restated Credit Agreement, dated as of June 16, 2023 by and among Gladstone Business Loan, 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, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

814-00237), filed on June 22, 2023.

14* Code of Ethics

19 Insider Trading Policy For Gladstone Capital Corporation, incorporated by reference to Exhibit 14 filed herewith.

21* Subsidiaries of the Registrant.

4 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.

97.1* Clawback Policy

101.INS XBRL Instance Document

6 unchanged sentences

** Furnished herewith

Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in Inline eXtensible Business Reporting Language (iXBRL):

(i) the Consolidated Statements of Assets and Liabilities as of September 30, 2023 and 2022, (ii) the Consolidated Statements of Operations for the years ended September 30, 2023, 2022 and 2021, (iii) the Consolidated Statements of Changes in Net Assets for the years ended September 30, 2023, 2022 and 2021, (iv) the

Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2022 and 2021, (v) the Consolidated Schedules of Investments as of September 30, 2023 and 2022 and (vi) the Notes to Consolidated Financial Statements.

FORM 10-K SUMMARY

11 unchanged sentences

November 13, 2023

/s/ TERRY LEE BRUBAKER

Terry Lee Brubaker

Vice Chairman of the Board of Directors, Chief Operating Officer

November 14, 2022

/s/ NICOLE SCHALTENBRAND

31 unchanged sentences

Diversified/Conglomerate Manufacturing— 0.7 %

Edge Adhesives Holdings, Inc.—Term Debt (L + 5.5%.

Edge Adhesives Holdings, Inc.—Term Debt (S + 5.5 %.

10.8 % Cash, Due 8/2024)

Diversified/Conglomerate Service—10.2%

Encore Dredging Holdings, LLC—Line of Credit, $3,000 available (L + 8.3%, 11.4% Cash, Due 12/2025) — — 128 — 3,000 (3,000) — —

Encore Dredging Holdings, LLC—Term Debt (L + 7.0%, 10.1% Cash, 1.5% PIK, Due 12/2025) 23,611 — 2,273 23,618 111 — (767) 22,962

Encore Dredging Holdings, LLC—Term Debt (L + 7.0%, 10.1% Cash, 2.5% PIK, Due 12/2025) (F)

$ 6,140 — ( 42 ) 2,550 — — 345 2,895

Encore Dredging Holdings, LLC—Delayed Draw Term Loan, $0 available (L + 7.0%, 10.1% Cash, 1.5% PIK, Due 12/2025) 5,023 — 311 — 5,023 — (138) 4,885

— $ 2,901 $ 23,618 $ 12,666 $ (3,000) $ (1,030) $ 32,254

Total Secured First Lien Debt $ — $ 3,435 $ 29,158 $ 13,266 (3,000) $ (4,620) $ 34,804

Secured Second Lien Debt—0.0%

Diversified Natural Resources, Precious Metals and Minerals—0.0%

Lignetics, Inc.—Term Debt (G)

$ — $ — $ 613 $ 6,540 $ — $ (6,000) $ (540) $ —

Lignetics, Inc.—Term Debt (G)

— — 729 8,633 — (8,000) (633) —

Lignetics, Inc.—Term Debt (G)

Diversified/Conglomerate Service— 0.0 %

Encore Dredging Holdings, LLC—Line of Credit (G)

— — 75 — — — — —

Lignetics, Inc.—Term Debt (G)

Encore Dredging Holdings, LLC—Term Debt (G)

— — 3,293 22,962 362 ( 23,973 ) 649 —

Lignetics, Inc.—Term Debt (G)

Encore Dredging Holdings, LLC—Term Debt (G)

— — 727 4,407 116 ( 4,648 ) 125 —

Lignetics, Inc.—Term Debt (G)

Encore Dredging Holdings, LLC—Delayed Draw Term Loan (G)

— — 700 4,885 78 ( 5,101 ) 138 —

— $ 4,795 $ 32,254 $ 556 $ ( 33,722 ) $ 912 $ —

Total Secured First Lien Debt $ — $ 4,753 $ 34,804 $ 556 ( 33,722 ) $ 1,257 $ 2,895

Preferred Equity — 1.3 %

Diversified/Conglomerate Manufacturing — 0.0 %

Edge Adhesives Holdings, Inc.—Preferred Stock 5,466 — — — — — — —

Diversified/Conglomerate Service— 1.1 %

Encore Dredging Holdings, LLC—Preferred Stock 3,840,000 — — 2,842 — — 1,423 4,265

Personal and Non-Durable Consumer Products (Manufacturing Only)— 0.2 %

Canopy Safety Brands, LLC—Preferred Stock 500,000 — — 798 — — 59 857

Total Preferred Equity $ — $ — $ 3,640 $ — $ — $ 1,482 $ 5,122

Company and Investment (A)(B)(I)(L)(M)

6 unchanged sentences

September 30,

Diversified/Conglomerate Manufacturing —0.0%

Edge Adhesives Holdings, Inc.—Preferred Stock 5,466 $ — $ — $ — $ — $ — $ — $ —

Diversified/Conglomerate Service—0.9%

Encore Dredging Holdings, LLC—Preferred Stock 3,840,000 — — 4,525 640 — (2,323) 2,842

Diversified Natural Resources, Precious Metals and Minerals—0.0%

Lignetics, Inc.—Preferred Stock (G)

— — — 5,602 — (1,321) (4,281) —

Personal and Non-Durable Consumer Products (Manufacturing Only)—0.3%

Canopy Safety Brands, LLC—Preferred Stock 500,000 — — 739 — — 59 798

Total Preferred Equity $ — $ — $ 10,866 $ 640 $ (1,321) $ (6,545) $ 3,640

Common Equity— 0.6 %

Diversified Natural Resources, Precious Metals and Minerals—0.0%

Lignetics, Inc.—Common Stock (G)

— $ 13,408 $ — $ 10,969 $ — $ (1,855) $ (9,114) $ —

Personal and Non-Durable Consumer Products (Manufacturing Only)— 0.6 %

Canopy Safety Brands, LLC—Common Stock 1,170,370 — — 647 500 — 1,257 2,404

Total Common Equity $ 13,408 $ — $ 11,694 $ — $ (1,855) $ (9,192) $ 647

TOTAL AFFILIATE INVESTMENTS $ — $ 4,753 $ 39,091 $ 1,056 $ ( 33,722 ) $ 3,996 $ 10,421

2 unchanged sentences

Diversified/Conglomerate Manufacturing— 0.9 %

Lonestar EMS, LLC—Term Debt (8.0% Cash, Due 6/2027) (F)(J)

$ 3,250 $ — $ 97 $ — $ 3,250 $ — $ (220) $ 3,030

LWO Acquisitions Company LLC—Term Debt (G)

— $ (6,000) $ 302 $ 2,841 $ — $ (6,000) $ 3,159 $ —

LWO Acquisitions Company LLC—Term Debt (G)

— (2,471) — — 100 (10,732) 10,632 —

Lonestar EMS, LLC—Term Debt ( 8.0 % PIK, Due 6/2027) (F)

3,927 — 302 3,030 677 — 220 3,927

Personal and Non-Durable Consumer Products (Manufacturing Only) — 2.8 %

WB Xcel Holdings, LLC—Line of Credit, $32 available (L + 10.5%, 13.6% Cash, Due 11/2026) (F)

WB Xcel Holdings, LLC—Line of Credit,$ 32 available (S + 10.5 %, 15.8 % Cash, Due 11/2026)

1,468 — 226 1,468 — — — 1,468

WB Xcel Holdings, LLC—Term Loan (L + 10.5%, 13.6% Cash, Due 11/2026) (F)

WB Xcel Holdings, LLC—Term Loan (S + 10.5 %, 15.8 % Cash, Due 11/2026)

9,825 — 1,514 9,925 — ( 100 ) — 9,825

1 unchanged sentence

Printing and Publishing— 0.2 %

TNCP Intermediate HoldCo, LLC—-Line of Credit, $1,000 available (8.0% Cash, Due 10/2024) (J)

TNCP Intermediate HoldCo, LLC—-Line of Credit, $ 1,100 available ( 8.0 % Cash, Due 10/2024) (F)

900 — 75 1,000 — ( 100 ) — 900

2 unchanged sentences

Automobile— 1.8 %

Defiance Integrated Technologies, Inc.—Term Debt (L + 9.5%, 12.6% Cash, Due 5/2026) $ 7,665 $ — $ 882 $ 7,985 $ — $ (320) $ — $ 7,665

Company and Investment (A)(B)(I)(L)(M)

Shares/Units (K)

Gain (Loss) for Period Amount of

September 30,

Additions (D)

Reductions (E)

(Depreciation) Value as of

September 30,

Defiance Integrated Technologies, Inc.—Term Debt (S + 9.6 %, 14.9 % Cash, Due 5/2026)

7,425 — 1,075 7,665 — ( 240 ) — 7,425

Unsecured Debt— 0.0 %

Diversified/Conglomerate Manufacturing— 0.0 %

LWO Acquisitions Company LLC—Term Debt (Due 6/2023) (H)

LWO Acquisitions Company LLC—Term Debt (G)

$ — ( 95 ) — — — ( 95 ) 95 —

Preferred Equity— 0.0 %

Automobile– 0.0%

Defiance Integrated Technologies, Inc.—Preferred Stock (G)

— $ — $ 33 $ 270 $ — $ (250) $ (20) $ —

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

WB Xcel Holdings, LLC - Preferred Stock (F)

333 — — — 2,750 — 2,937 $ 5,687

Total Preferred Equity $ — $ 33 $ 270 $ 2,750 $ (250) $ 2,917 $ 5,687

WB Xcel Holdings, LLC - Preferred Stock 333 — — 5,687 — — ( 5,687 ) —

Common Equity— 1.8 %

2 unchanged sentences

Diversified/Conglomerate Manufacturing— 0.0 %

Circuitronics EMS Holdings LLC—Common Units 921,000 — — — — — — —

Lonestar EMS, LLC - Common Units (F)

Circuitronics EMS Holdings LLC—Common Units (G)

— ( 921 ) — — — ( 921 ) 921 —

Lonestar EMS, LLC - Common Units 100 % — — — — — — —

$ ( 921 ) $ — $ — $ — $ ( 921 ) $ 921 $ —

1 unchanged sentence

PIC 360, LLC—Common Equity Units 750 3,700 691 3,454 — — ( 3,170 ) 284

Company and Investment (A)(B)(I)(L)(M)

Shares/Units (K)

Gain (Loss) for Period Amount of

September 30,

Additions (D)

Reductions (E)

(Depreciation) Value as of

September 30,

Printing and Publishing— 0.7 %

7 unchanged sentences

(E) Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales, the amortization of premiums and acquisition costs, and the exchange of one or more existing securities for one or more new securities.

(F) New investment during the year ended September 30, 2022.

(F) Debt security has a fixed interest rate.

(G) Investment was exited/paid off during the year ended September 30, 2023.

(H) Debt security does not have a stated interest rate that is payable thereon.

(H) Reserved.

(I) Interest rate percentages represent cash interest rates in effect at September 30, 2023, and due dates represent the contractual maturity date.

Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate (“L”), which was 3.14% as of September 30, 2022.

If applicable, paid-in-kind interest rates are noted separately from the cash interest rates and any unused line of credit fees are excluded.

(J) Debt security has a fixed interest rate.

Unless indicated otherwise, all cash interest rates are indexed to one-month Secured Overnight Financing Rate (“SOFR” or “S”), which was 5.32 % as of September 30, 2023.

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

Certain securities are subject to an interest rate floor.

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

Due dates represent the contractual maturity date.

(J) Reserved.

(K) Represents the principal balance for debt investments and the number of shares/units held for equity investments as of September 30, 2023.

7 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