What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-07 compared with 2024-05-01 · 280 added, 242 removed, 1633 unchanged (24% of the section changed)

8 unchanged sentences

Affiliate investments (Cost of $ 16,746 and $ 16,746 , respectively)

10,382 10,421

Control investments (Cost of $ 36,392 and $ 34,126 , respectively)

19 unchanged sentences

Preferred Stock, $ 0.001 par value per share, 6,000,000 and 6,000,000 shares authorized, respectively, and 249,517 and 0 shares issued and outstanding, respectively

Common stock, $ 0.001 par value per share, 44,000,000 and 44,000,000 shares authorized, respectively, and 43,508,897 and 43,508,897 shares issued and outstanding, respectively

Common stock, $ 0.001 par value per share, 44,000,000 and 44,000,000 shares authorized, respectively, and 21,754,449 and 21,754,449 shares issued and outstanding, respectively (C)

Capital in excess of par value 481,478 481,480

4 unchanged sentences

TOTAL NET ASSETS $ 439,078 $ 408,695

NET ASSET VALUE PER COMMON SHARE $ 9.90 $ 9.39

NET ASSET VALUE PER COMMON SHARE (C)

$ 20.18 $ 18.79

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

(B) Refer to Note 10— Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information.

(C) Issued and outstanding shares of common stock and net asset value per share have been adjusted on a retroactive basis to reflect the 1-for-2 reverse stock split (the “Reverse Stock Split”) effected on April 4, 2024.

Refer to Note 2— Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements for additional information.

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

3 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

22 unchanged sentences

Non-Control/Non-Affiliate investments

Affiliate Investments — — — —

Total success fee income — 600 — 600

295 335 295 935

Dividend income

33 unchanged sentences

1,417 ( 789 ) 1,636 9,949

Affiliate investments — — — —

Control investments

10 unchanged sentences

530 ( 4,752 ) 4,476 ( 4,425 )

— ( 161 ) — —

Total net unrealized appreciation (depreciation)

5 unchanged sentences

BASIC AND DILUTED PER COMMON SHARE:

Net investment income

Net investment income (B)

$ 0.57 $ 0.62 $ 1.61 $ 1.65

Net increase (decrease) in net assets resulting from operations

Net increase (decrease) in net assets resulting from operations (B)

$ 0.88 $ 0.63 $ 2.88 $ 1.62

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

Basic and Diluted

Basic and Diluted (B)

21,754,456 18,840,233 21,754,451 18,246,084

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

(B) Per share amounts and weighted average common shares outstanding have been adjusted on a retroactive basis to reflect the Reverse Stock Split effected on April 4, 2024.

Refer to Note 2— Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements for additional information.

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

11 unchanged sentences

DISTRIBUTIONS

Distributions to common stockholders from net investment income ($ 0.25 per share and $ 0.21 per share, respectively) (A)

Distributions to common stockholders from net investment income ($ 0.49 per share and $ 0.42 per share, respectively) (A)(B)

( 10,768 ) ( 7,398 )

15 unchanged sentences

DISTRIBUTIONS

Distributions to common stockholders from net investment income ($ 0.25 per share and $ 0.23 per share, respectively) (A)

Distributions to common stockholders from net investment income ($ 0.50 per share and $ 0.45 per share, respectively) (A)(B)

( 10,769 ) ( 8,257 )

6 unchanged sentences

NET ASSETS, MARCH 31 $ 430,791 $ 341,811

Net investment income

12,393 11,676

Net realized gain (loss) on investments

Net realized gain (loss) on other

Net unrealized appreciation (depreciation) of investments

3,436 ( 2,586 )

Net unrealized appreciation of other

Preferred stock dividends

Net increase (decrease) in net assets resulting from operations

19,056 11,884

DISTRIBUTIONS

Distributions to common stockholders from net investment income ($ 0.50 per share and $ 0.48 per share, respectively) (A)(B)

( 10,769 ) ( 9,082 )

Net decrease in net assets from distributions ( 10,769 ) ( 9,082 )

CAPITAL TRANSACTIONS

Issuance of common stock — 13,565

Discounts, commissions and offering costs for issuance of common stock — ( 232 )

Net increase (decrease) in net assets resulting from capital transactions — 13,333

NET INCREASE (DECREASE) IN NET ASSETS 8,287 16,135

NET ASSETS, JUNE 30 $ 439,078 $ 357,946

(A) Refer to Note 9 – Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements for additional information.

(B) Per share amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split effected on April 4, 2024.

Refer to Note 2— Summary of Significant Accounting Policies in the accompanying Notes to Consolidated Financial Statements for additional information.

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

2 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

10 unchanged sentences

Net unrealized depreciation (appreciation) of investments ( 21,936 ) 13,420

Net unrealized depreciation of other — ( 161 )

Amortization of deferred financing costs 1,323 1,164

12 unchanged sentences

Repayments on line of credit ( 161,500 ) ( 101,000 )

Proceeds from issuance of notes payable — —

Redemption of notes payable — —

Financing costs ( 378 ) ( 1,559 )

17 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

9 unchanged sentences

16,856 16,856 16,856

SpaceCo Holdings, LLC – Line of Credit, $ 0 available (S + 6.9 %, 12.2 % Cash, Due 12/2025) (C)(U)

SpaceCo Holdings, LLC – Line of Credit, $ 50 available (S + 6.4 %, 11.7 % Cash, Due 12/2025) (C)(H)

1,950 1,950 1,948

SpaceCo Holdings, LLC – Term Debt (S + 6.9 %, 12.2 % Cash, Due 12/2025) (C)(U)

SpaceCo Holdings, LLC – Term Debt (S + 6.4 %, 11.7 % Cash, Due 12/2025) (C)(H)

43,054 42,601 43,002

2 unchanged sentences

Café Zupas – Line of Credit, $ 700 available (S + 7.5 %, 12.8 % Cash, Due 12/2027) (C)

1,050 1,050 1,061

Café Zupas – Delayed Draw Term Loan, $ 4,200 available (S + 7.5 %, 12.8 % Cash, Due 12/2027) (C)

20 unchanged sentences

Diversified/Conglomerate Manufacturing – 25.7 %

Engineering Manufacturing Technologies, LLC – Line of Credit, $ 3,000 available (S + 8.3 %, 13.6 % Cash, Due 10/2026) (C)

Engineering Manufacturing Technologies, LLC – Term Debt (S + 8.3 %, 10.0 % Cash, 3.6 % PIK, Due 10/2026) (C)

Engineering Manufacturing Technologies, LLC – Line of Credit, $ 3,000 available (S + 8.3 %, 13.6 % Cash, Due 10/2026) (E)

Engineering Manufacturing Technologies, LLC – Term Debt (S + 8.3 %, 10.0 % Cash, 3.6 % PIK, Due 10/2026) (E)

22,027 22,027 18,381

22 unchanged sentences

11,325 11,299 11,249

Axios Industrial Group, LLC – Term Debt (S + 12.6 %, 17.9 % Cash, Due 10/2027) (C)

3,000 2,920 2,980

DKI Ventures, LLC – Line of Credit, $ 25 available ( 9.0 % Cash, Due 12/2025) (E)(F)

6 unchanged sentences

Fix-It Group, LLC – Line of Credit, $ 3,000 available (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

2,400 2,400 2,400

Fix-It Group, LLC – Term Debt (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

12,094 12,094 12,457

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

1 unchanged sentence

Cost Fair Value

Fix-It Group, LLC – Term Debt (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

11,400 11,400 11,686

Fix-It Group, LLC – Delayed Draw Term Loan, $ 0 available (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

9 unchanged sentences

13,000 13,000 13,390

Total Access Elevator, LLC – Line of Credit, $ 3,000 available (S + 6.9 %, 12.2 % Cash, Due 4/2029) (C)

Total Access Elevator, LLC – Term Debt (S + 6.9 %, 12.2 % Cash, Due 4/2029) (C)

6,500 6,500 6,500

Total Access Elevator, LLC – Delayed Draw Term Loan, $ 2,500 available (S + 6.9 %, 12.2 % Cash, Due 4/2029) (C)

Trowbridge Chicago, LLC – Line of Credit, $ 2,000 available (S + 7.0 %, 12.3 % Cash, Due 6/2029) (C)

2 unchanged sentences

1,200 1,200 1,200

WorkforceQA, LLC – Term Debt (S + 8.3 %, 13.6 % Cash, Due 12/2026) (C)(H)

WorkforceQA, LLC – Term Debt (S + 6.5 %, 11.8 % Cash, Due 12/2026) (C)

16,306 16,284 16,306

WorkforceQA, LLC – Term Debt (S + 9.0 %, 14.3 % Cash, Due 12/2026) (C)(H)

WorkforceQA, LLC – Term Debt (S + 7.5 %, 12.8 % Cash, Due 12/2026) (C)

2,406 2,403 2,443

13 unchanged sentences

3,209 3,209 3,089

Pansophic Learning, Ltd.

– Term Debt (S + 7.5 %, 12.8 % Cash, Due 3/2027) (C)(U)

28,000 27,972 28,000

Pansophic Learning, Ltd.

– Term Debt (S + 7.5 %, 12.8 % Cash, Due 3/2027) (C)(U)

5,000 4,995 5,000

Technical Resource Management, LLC – Line of Credit, $ 1,000 available (S + 8.0 %, 13.3 % Cash, Due 4/2028) (C)

2,000 2,000 1,999

Technical Resource Management, LLC – Term Debt (S + 8.0 %, 13.3 % Cash, Due 4/2028) (C)

Technical Resource Management, LLC – Term Debt (S + 8.0 %, 13.3 % Cash, 2.5 % PIK, Due 4/2028) (C)

23,086 23,007 23,077

Technical Resource Management, LLC – Delayed Draw Term Loan, $ 2,500 available (S + 8.0 %, 13.3 % Cash, Due 4/2028) (C)

Turn Key Health Clinics, LLC – Line of Credit, $ 2,000 available (S + 7.3 %, 12.6 % Cash, Due 6/2026) (C)

3 unchanged sentences

Machinery – 1.5 %

Arc Drilling Holdings LLC – Line of Credit, $ 1,000 available (S + 11.5 %, 10.5 % Cash, 6.3 % PIK, Due 8/2024) (C)

Arc Drilling Holdings LLC – Line of Credit, $ 850 available (S + 11.5 %, 16.8 % Cash, Due 8/2024) (C)

Arc Drilling Holdings LLC – Term Debt (S + 11.5 %, 10.5 % Cash, 6.3 % PIK, Due 8/2024) (C)

1 unchanged sentence

Oil and Gas – 0.1 %

FES Resources Holdings LLC – Term Debt ( 4.5 % Cash, Due 12/2024) (E)(F)(V)

FES Resources Holdings LLC – Term Debt ( 4.5 % Cash, Due 12/2024) (E)(F)

Telecommunications – 0.9 %

5 unchanged sentences

B+T Group Acquisition, Inc.

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

(S) – Term Debt (S + 2.0 %, 7.3 % Cash, Due 12/2026) (E)(P)

6,000 6,000 3,095

8 unchanged sentences

4,059 4,059 4,059

16,220 16,182

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

1 unchanged sentence

Cost Fair Value

16,307 16,327

Beverage, Food, and Tobacco – 0.8 %

2 unchanged sentences

3,683 3,683 3,295

Cargo Transportation – 4.6 %

RPM Freight Systems, LLC – Term Debt (S + 7.7 %, 13.0 % Cash, Due 11/2029) (C)

20,000 20,000 20,000

RPM Freight Systems, LLC – Delayed Draw Term Loan, $ 5,000 available (S + 7.7 %, 13.0 % Cash, Due 11/2029) (C)

20,000 20,000

Diversified/Conglomerate Manufacturing – 8.4 %

4 unchanged sentences

30,000 30,000 30,000

Tailwind Smith Cooper Intermediate Corporation – Term Debt (S + 9.0 %, 14.3 % Cash, Due 5/2027) (D)(U)

Tailwind Smith Cooper Intermediate Corporation – Term Debt (S + 9.1 %, 14.4 % Cash, Due 5/2027) (D)(H)(T)

5,000 4,879 5,000

1 unchanged sentence

Diversified/Conglomerate Service – 3.4 %

Gray Matter Systems, LLC – Term Debt ( 12.0 % Cash, 1.0 % PIK, Due 12/2026) (C)(F)(W)

13,773 13,714 13,772

Perimeter Solutions Group – Term Debt (S + 8.5 %, 13.8 % Cash, Due 2/2029) (C)

15,000 15,000 14,913

28,714 28,772

Healthcare, Education, and Childcare – 6.7 %

Giving Home Health Care, LLC – Term Debt ( 12.5 % Cash, Due 2/2028) (C)(F)(W)

28,800 28,800 28,800

Oil and Gas – 4.3 %

39 unchanged sentences

Oil and Gas – 0.5 %

FES Resources Holdings LLC – Preferred Equity Units (E)(G)(V)

FES Resources Holdings LLC – Preferred Equity Units (E)(G)

6,350 6,350 —

14 unchanged sentences

Automobile – 0.1 %

Sea Link International IRB, Inc.– Common Equity Units (E)(G)

823,333 823 118

Beverage, Food, and Tobacco – 0.6 %

Salt & Straw, LLC – Common Warrant (E)(G)

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

1 unchanged sentence

Cost Fair Value

Sea Link International IRB, Inc.– Common Equity Units (E)(G)

823,333 823 150

Beverage, Food, and Tobacco – 0.7 %

Salt & Straw, LLC – Common Warrant (E)(G)

Sokol & Company Holdings, LLC – Common Stock (E)(G)

11 unchanged sentences

Diversified/Conglomerate Service – 0.2 %

Total Access Elevator, LLC – Common Equity (E)(G)

750,000 750 750

WorkforceQA, LLC – Common Stock (E)(G)

Healthcare, Education, and Childcare – 1.0 %

Giving Home Health Care, LLC – Warrant (E)(G)

Giving Home Health Care, LLC – Common Stock (E)(G)

10,667 — 2,399

9 unchanged sentences

Oil and Gas – 0.0 %

FES Resources Holdings LLC – Common Equity Units (E)(G)(V)

FES Resources Holdings LLC – Common Equity Units (E)(G)

Total Safety Holdings, LLC – Common Equity (E)(G)

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

Funko Acquisition Holdings, LLC (S) – Common Units (G)(T)

Telecommunications – 0.0 %

31 unchanged sentences

$ 4,172 $ 4,172 $ 4,172

Lonestar EMS, LLC – Delayed Draw Term Loan, $ 300 available (S + 7.0 %, 12.3 % Cash, Due 12/2024) (E)

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

1 unchanged sentence

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

1 unchanged sentence

Cost Fair Value

Lonestar EMS, LLC – Delayed Draw Term Loan, $ 300 available (S + 7.0 %, 12.3 % Cash, Due 12/2024) (E)

Personal and Non-Durable Consumer Products (Manufacturing Only) – 2.2 %

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

4,468 4,468 3,424

WB Xcel Holdings, LLC – Term Debt (S + 10.5 %, 15.8 % Cash, Due 11/2026) (E)

WB Xcel Holdings, LLC – Line of Credit, $ 0 available (S + 10.5 %, 15.8 % Cash, 11/2026) (E)(P)

4,500 4,500 3,096

WB Xcel Holdings, LLC – Term Debt (S + 10.5 %, 15.8 % Cash, Due 11/2026) (E)(P)

9,775 9,775 6,725

19 unchanged sentences

100 % 6,750 8,217

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

WB Xcel Holdings, LLC – Common Warrants (E)(G)

Printing and Publishing – 0.9 %

8 unchanged sentences

Under 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 investments in Leeds Novamark Capital I, L.P.

(“Leeds”) and Funko Acquisition Holdings, LLC (“Funko”) are considered non-qualifying assets under Section 55 of the 1940 Act.

Such non-qualifying assets represent less than 0.1 % of total investments, at fair value, as of March 31, 2024.

(B) Unless indicated otherwise, all cash interest rates are indexed to one-month Secured Overnight Financing Rate (“SOFR” or “S”), which was 5.33 % as of March 31, 2024.

As of June 30, 2024, our investment in Leeds Novamark Capital I, L.P.

(“Leeds”) is considered a non-qualifying asset under Section 55 of the 1940 Act.

Such non-qualifying asset represents less than 0.1 % of total investments, at fair value, as of June 30, 2024.

(B) Unless indicated otherwise, all cash interest rates are indexed to one-month Secured Overnight Financing Rate (“SOFR” or “S”), which was 5.34 % as of June 30, 2024.

If applicable, paid-in-kind (“PIK”) interest rates are noted separately from the cash interest rate.

3 unchanged sentences

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

(D) Fair value was based on the indicative bid price on or near March 31, 2024, offered by the respective syndication agent’s trading desk.

(D) Fair value was based on the indicative bid price on or near June 30, 2024, offered by the respective syndication agent’s trading desk.

(E) Fair value was based on the total enterprise value of the portfolio company, which was then allocated to the portfolio company’s securities in order of their relative priority in the capital structure.

1 unchanged sentence

(G) Security is non-income producing.

(H) The Company has entered into an agreement that entitles it to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder.

(H) The cash interest rate on this investment was indexed to 90-day SOFR, which was 5.32 % as of June 30, 2024.

(I) Represents the principal balance for debt investments and the number of shares/units held for equity investments.

1 unchanged sentence

(J) 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.

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

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

(L) There are certain limitations on our ability to withdraw our partnership interest prior to dissolution of the entity, which must occur no later than May 9, 2024 or two years after all outstanding leverage has matured.

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

(M) 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.

(N) Affiliate investments, as defined by the 1940 Act, are those 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.

(O) 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.

5 unchanged sentences

Securities and Exchange Commission.

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

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

upon meeting certain requirements.

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

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

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

(U) The cash interest rate on this investment was indexed to 90-day SOFR, which was 5.30 % as of March 31, 2024.

(V) In March 2024, FES Resources Holdings LLC filed for Chapter 7 bankruptcy.

(W) Investment was exited subsequent to March 31, 2024.

(T) Investment was exited subsequent to June 30, 2024.

Refer to Note 12 – Subsequent Events in the accompanying Notes to the Consolidated Financial Statements for additional information.

73 unchanged sentences

22,289 22,289 21,397

Fix-It Group, LLC – Line of Credit, $ 2,500 available (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

Fix-It Group, LLC – Term Debt (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

12,200 12,200 12,170

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

5 unchanged sentences

Cost Fair Value

Fix-It Group, LLC – Line of Credit, $ 2,500 available (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

Fix-It Group, LLC – Term Debt (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

12,200 12,200 12,170

Fix-It Group, LLC – Delayed Draw Term Loan, $ 0 available (S + 8.1 %, 13.4 % Cash, Due 12/2026) (C)

72 unchanged sentences

30,000 30,000 29,850

Tailwind Smith Cooper Intermediate Corporation – Term Debt (S + 9.0 %, 14.4 % Cash, Due 5/2027) (D)(U)

5,000 4,856 4,294

36,868 36,136

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

5 unchanged sentences

Cost Fair Value

Tailwind Smith Cooper Intermediate Corporation – Term Debt (S + 9.0 %, 14.4 % Cash, Due 5/2027) (D)(U)

5,000 4,856 4,294

36,868 36,136

Diversified/Conglomerate Service – 4.0 %

75 unchanged sentences

OCI, LLC – Common Units (E)(G)

NeoGraf Solutions LLC – Common Stock (E)(G)

2,000,000 2,000 —

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

5 unchanged sentences

Cost Fair Value

NeoGraf Solutions LLC – Common Stock (E)(G)

2,000,000 2,000 —

Diversified/Conglomerate Service – 0.1 %

64 unchanged sentences

7,425 7,425 7,425

Preferred Equity – 0.0 %

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

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

5 unchanged sentences

Cost Fair Value

Preferred Equity – 0.0 %

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

WB Xcel Holdings, LLC – Preferred Stock (E)(G)

50 unchanged sentences

upon meeting certain requirements.

Fair value was based on the closing market price of

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

shares of Funko, Inc.

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

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

is traded on the Nasdaq Global Select

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

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

(U) The cash interest rate on this investment was indexed to 90-day SOFR, which was 5.40 % as of September 30, 2023.

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2024

JUNE 30, 2024

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

13 unchanged sentences

Securities and Exchange Commission’s (“SEC”) Regulation S-X) whose financial statements are not consolidated with ours.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w)(2) of the SEC’s Regulation S-X as of or during the six month periods ended March 31, 2024 and March 31, 2023.

We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w)(2) of the SEC’s Regulation S-X as of or during the nine month periods ended June 30, 2024 and June 30, 2023.

We are externally managed by Gladstone Management Corporation (the “Adviser”), an affiliate of ours and an SEC registered investment adviser, pursuant to an investment advisory and management agreement (as amended and/or restated from time to time, the “Advisory Agreement”).

11 unchanged sentences

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 March 31, 2024 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending

The results of operations for the three and nine months ended June 30, 2024 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending

September 30, 2024 or any future interim periods.

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 September 30, 2023, as filed with the SEC on November 13, 2023.

Retroactive Adjustments for Reverse Stock Split

The outstanding shares and per share amounts of the Company’s common stock in the consolidated financial statements and notes to the consolidated financial statements have been retroactively adjusted for the 1-for-2 reverse stock split (the “Reverse Stock Split”) effected on April 4, 2024 (effective April 5, 2024 for trading purposes) for all activity prior to that date.

Use of Estimates

49 unchanged sentences

For securities that are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date.

For restricted securities that are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date less a discount for the restriction, which includes consideration of the nature and term to expiration of the restriction and the lack of marketability of the security.

For restricted securities that are publicly traded, we generally base fair

value on the closing market price of the securities we hold as of the reporting date less a discount for the restriction, which includes consideration of the nature and term to expiration of the restriction and the lack of marketability of the security.

• Investments in Funds — For equity investments in other funds for which we cannot effectuate a sale of the fund, the Valuation Team generally determines the fair value of our invested capital at the net asset value (“NAV”) provided by the fund.

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

As of March 31, 2024, our loans to Edge Adhesives Holdings, Inc.

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

and WB Xcel Holdings, LLC were on non-accrual status with a debt cost basis of $ 26.4 million, or 3.9 % of the cost basis of all debt investments in our portfolio, and a fair value of $ 13.9 million, or 2.1 % of the fair value of all debt investments in our portfolio.

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To maintain our ability to be taxed as a RIC, we may need to pay out both OID and PIK non-cash income amounts in the form of distributions, even though we have not yet collected the cash on either.

As of March 31, 2024 and September 30, 2023, we held three and four OID loans, respectively.

We recorded OID income of $ 0.1 million during each of the three and six months ended March 31, 2024, and $ 0.1 million during each of the three and six months ended March 31, 2023.

The unamortized balance of OID investments as of March 31, 2024 and September 30, 2023 totaled $ 0.9 million and $ 0.7 million, respectively.

As of March 31, 2024 and September 30, 2023, we had eleven and eight investments which had a PIK interest component, respectively.

We recorded PIK interest income of $ 1.4 million and $ 2.8 million during the three and six months ended March 31, 2024, respectively, and $ 0.8 million and $ 1.8 million during the three and six months ended March 31, 2023, respectively.

We collected $ 0 in PIK interest in cash during each of the three and six months ended March 31, 2024, and $ 0 and $ 0.4 million during the three and six months ended March 31, 2023, respectively.

As of June 30, 2024 and September 30, 2023, we held three and four OID loans, respectively.

We recorded OID income of $ 0.1 million and $ 0.2 million during the three and nine months ended June 30, 2024, respectively, and $ 49 thousand and $ 0.2 million during the three and nine months ended June 30, 2023, respectively.

The unamortized balance of OID investments as of June 30, 2024 and September 30, 2023 totaled $ 0.8 million and $ 0.7 million, respectively.

As of June 30,

2024 and September 30, 2023, we had eleven and eight investments which had a PIK interest component, respectively.

We recorded PIK interest income of $ 1.5 million and $ 4.3 million during the three and nine months ended June 30, 2024, respectively, and $ 0.8 million and $ 2.6 million during the three and nine months ended June 30, 2023, respectively.

We collected $ 0.2 million in PIK interest in cash during each of the three and nine months ended June 30, 2024, and $ 0 and $ 0.4 million during the three and nine months ended June 30, 2023, respectively.

Success Fee Income Recognition

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When a determination is made to classify our investments within Level 3 of the valuation hierarchy, such determination is based upon the significance of the unobservable factors to the overall fair value measurement.

However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable inputs (or components that are actively quoted and can be validated to external sources).

However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable inputs (or components that are

actively quoted and can be validated to external sources).

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.

Investments in funds measured using NAV as a practical expedient are not categorized within the fair value hierarchy.

As of March 31, 2024 and September 30, 2023, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs, and our investment in Leeds Novamark Capital I, L.P.

As of June 30, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Leeds Novamark Capital I, L.P.

(“Leeds”), which was valued using NAV as a practical expedient.

As of September 30, 2023, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs, and our investment in Leeds, which was valued using NAV as a practical expedient.

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.

the six months ended March 31, 2024 and 2023, there were no investments transferred into or out of Levels 1, 2 or 3 of the valuation hierarchy.

As of March 31, 2024 and September 30, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

During the nine months ended June 30, 2024 and 2023, there were no investments transferred into or out of Levels 1, 2 or 3 of the valuation hierarchy.

As of June 30, 2024 and September 30, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

Fair Value Measurements

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for Identical Assets

As of March 31, 2024:

As of June 30, 2024:

Secured first lien debt

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Common equity/equivalents

Total Investments as of March 31, 2024

Total Investments as of June 30, 2024

$ 757,535 $ — $ — $ 757,535

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$ 704,584 $ — $ 22 $ 704,562

(A) Excludes our investment in Leeds with a fair value of $ 0.2 million and $ 0.2 million as of March 31, 2024 and September 30, 2023, respectively.

(A) Excludes our investment in Leeds with a fair value of $ 0.2 million and $ 0.2 million as of June 30, 2024 and September 30, 2023, respectively.

Leeds was valued using NAV as a practical expedient.

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

The following table presents our portfolio investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy and carried at fair value as of March 31, 2024 and September 30, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities and by security type:

The following table presents our portfolio investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy and carried at fair value as of June 30, 2024 and September 30, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities and by security type:

Total Recurring Fair Value Measurements Reported in

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Using Significant Unobservable Inputs (Level 3)

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Non-Control/Non-Affiliate Investments

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Total Investments at Fair Value Using Level 3 Inputs $ 757,535 $ 704,562

(A) Excludes our investments in Leeds and Funko with fair values of $ 0.2 million and $ 18 thousand, respectively, as of March 31, 2024.

Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.

(A) Excludes our investment in Leeds with fair value of $ 0.2 million as of June 30, 2024.

Leeds was valued using NAV as a practical expedient.

(B) Excludes our investments in Leeds and Funko with fair values of $ 0.2 million and $ 22 thousand, respectively, as of September 30, 2023.

Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our Level 3 fair value measurements of our investments as of March 31, 2024 and September 30, 2023.

In accordance with ASC 820, the following table provides quantitative information about our Level 3 fair value measurements of our investments as of June 30, 2024 and September 30, 2023.

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

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$ 757,535 $ 704,562

(A) Fair value as of March 31, 2024 excludes our investments in Leeds and Funko with fair values of $ 0.2 million and $ 18 thousand, respectively.

(A) Fair value as of June 30, 2024 excludes our investment in Leeds with fair value of $ 0.2 million.

Fair value as of September 30, 2023 excludes our investments in Leeds and Funko with fair values of $ 0.2 million and $ 22 thousand, respectively.

Leeds was valued using NAV as a practical expedient and Funko was valued using Level 2 inputs as of both March 31, 2024 and September 30, 2023.

Leeds was valued using NAV as a practical expedient as of both June 30, 2024 and September 30, 2023.

Funko was valued using Level 2 inputs as of September 30, 2023.

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

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Changes in Level 3 Fair Value Measurements of Investments

The following tables provide the changes in fair value, broken out by security type, during the three and six months ended March 31, 2024 and 2023 for all investments for which we determine fair value using unobservable (Level 3) inputs.

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Three months ended March 31, 2024 Secured

Three months ended June 30, 2024 Secured

Debt Unsecured

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Equivalents Total

Fair Value as of December 31, 2023 $ 546,602 $ 126,571 $ 23 $ 29,722 $ 46,799 $ 749,717

Fair Value as of March 31, 2024 $ 563,849 $ 140,409 $ 33 $ 32,598 $ 54,435 $ 791,324

Total gains (losses):

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50 — — — ( 1,484 ) ( 1,434 )

Fair Value as of March 31, 2024

Fair Value as of June 30, 2024

$ 542,283 $ 117,875 $ 33 $ 32,965 $ 64,379 $ 757,535

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Six months ended March 31, 2024 Secured

Nine months ended June 30, 2024 Secured

Debt Unsecured

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50 — — ( 969 ) ( 1,744 ) ( 2,663 )

Fair Value as of March 31, 2024

Fair Value as of June 30, 2024

$ 542,283 $ 117,875 $ 33 $ 32,965 $ 64,379 $ 757,535

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Three months ended March 31, 2023 Secured

Three months ended June 30, 2023 Secured

Lien Debt Unsecured

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Equivalents Total

Fair Value as of December 31, 2022 $ 450,243 $ 114,755 $ 45 $ 26,140 $ 28,011 $ 619,194

Fair Value as of March 31, 2023 $ 498,947 $ 117,438 $ 36 $ 28,298 $ 31,444 $ 676,163

Total gains (losses):

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Transfers — — — — — —

Fair Value as of March 31, 2023

Fair Value as of June 30, 2023

$ 533,237 $ 120,036 $ 32 $ 27,991 $ 33,804 $ 715,100

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Six months ended March 31, 2023 Secured

Nine months ended June 30, 2023 Secured

Lien Debt Unsecured

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Transfers — — — — — —

Fair Value as of March 31, 2023

Fair Value as of June 30, 2023

$ 533,237 $ 120,036 $ 32 $ 27,991 $ 33,804 $ 715,100

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Proprietary Investments

As of March 31, 2024 and September 30, 2023, we held 48 and 47 proprietary investments, respectively, with an aggregate fair value of $ 783.9 million and $ 695.1 million, or 99.0 % and 98.6 % of the total investment portfolio at fair value,

As of June 30, 2024 and September 30, 2023, we held 48 and 47 proprietary investments, respectively, with an aggregate fair value of $ 749.3 million and $ 695.1 million, or 98.9 % and 98.6 % of the total investment portfolio at fair value,

respectively.

The following significant proprietary investment transactions occurred during the six months ended March 31, 2024:

The following significant proprietary investment transactions occurred during the nine months ended June 30, 2024:

• In November 2023, we invested $ 11.0 million in Quality Environmental Midco, Inc.

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We retain a secured first lien debt investment of $ 0.3 million in Trowbridge.

• In April 2024, we invested $ 7.3 million in Total Access Elevator, LLC (“Total Access”) through secured first lien debt and common equity.

We also extended Total Access a $ 3.0 million line of credit commitment and a $ 2.5 million delayed draw term loan commitment, both of which were unfunded at close.

• In April 2024, our debt investment in Giving Home Healthcare, LLC (“Giving Home”) paid off at par for net cash proceeds of $ 29.7 million including a $ 0.9 million prepayment penalty.

We also exercised our warrant position for common equity in Giving Home, which we continue to hold, and received a $ 2.5 million distribution associated with this investment.

• In May 2024, our debt investment in Gray Matter Systems, LLC paid off at par for net cash proceeds of $ 14.0 million including a $ 0.2 million prepayment penalty.

• In May 2024, our debt investment in Pansophic Learning, Ltd.

(“Pansophic”) paid off at par for net cash proceeds of $ 33.0 million.

• In May 2024, we invested $ 20.0 million in RPM Freight Systems, LLC (“RPM”) through secured second lien debt.

We also extended RPM a $ 5.0 million delayed draw term loan commitment, which was unfunded at close.

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

• In June 2024, we invested an additional $ 7.4 million in Workforce QA, LLC, an existing portfolio company, through secured first lien debt.

Syndicated Investments

As of March 31, 2024 and September 30, 2023, we held three and four syndicated investments, respectively, with an aggregate fair value of $ 7.7 million and $ 9.7 million, or 1.0 % and 1.4 % of the total investment portfolio at fair value, respectively.

The following significant syndicated investment transaction occurred during the six months ended March 31, 2024:

As of June 30, 2024 and September 30, 2023, we held three and four syndicated investments, respectively, with an aggregate fair value of $ 8.4 million and $ 9.7 million, or 1.1 % and 1.4 % of the total investment portfolio at fair value, respectively.

The following significant syndicated investment transaction occurred during the nine months ended June 30, 2024:

• In January 2024, our investment in CHA Holdings, Inc.

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Investment Concentrations

As of March 31, 2024, our investment portfolio consisted of investments in 51 portfolio companies located in 24 states in 12 different industries, with an aggregate fair value of $ 791.6 million.

The five largest investments at fair value as of March 31, 2024 totaled $ 203.1 million, or 25.7 % of our total investment portfolio, as compared to the five largest investments at fair value as of September 30, 2023 totaling $ 176.9 million, or 25.1 % of our total investment portfolio.

As of March 31, 2024 and September 30, 2023, our average investment by obligor was $ 15.5 million and $ 14.2 million at cost, respectively.

The following table outlines our investments by security type as of March 31, 2024 and September 30, 2023:

March 31, 2024 September 30, 2023

As of June 30, 2024, our investment portfolio consisted of investments in 51 portfolio companies located in 23 states in 13 different industries, with an aggregate fair value of $ 757.7 million.

The five largest investments at fair value as of June 30, 2024 totaled $ 207.1 million, or 27.3 % of our total investment portfolio, as compared to the five largest investments at fair value as of September 30, 2023 totaling $ 176.9 million, or 25.1 % of our total investment portfolio.

As of June 30, 2024 and September 30, 2023, our average investment by obligor was $ 14.8 million and $ 14.2 million at cost, respectively.

The following table outlines our investments by security type as of June 30, 2024 and September 30, 2023:

June 30, 2024 September 30, 2023

Cost Fair Value Cost Fair Value

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$ 753,263 100.0 % $ 757,745 100.0 % $ 722,269 100.0 % $ 704,815 100.0 %

Our investments at fair value consisted of the following industry classifications as of March 31, 2024 and September 30, 2023:

March 31, 2024 September 30, 2023

Our investments at fair value consisted of the following industry classifications as of June 30, 2024 and September 30, 2023:

June 30, 2024 September 30, 2023

Industry Classification Fair Value Percentage of

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Diversified/Conglomerate Manufacturing 164,251 21.7 158,061 22.4

Healthcare, Education, and Childcare 160,081 20.2 146,438 20.8

Aerospace and Defense 128,782 17.0 97,836 13.9

Healthcare, Education, and Childcare 93,853 12.4 146,438 20.8

Beverage, Food, and Tobacco 90,843 12.0 78,788 11.2

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Oil and Gas 21,600 2.9 27,830 3.9

Cargo Transportation 20,000 2.6 — 0.0

Personal and Non-Durable Consumer Products 13,617 1.8 14,576 2.1

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Our investments at fair value were included in the following U.S.

geographic regions as of March 31, 2024 and September 30, 2023:

March 31, 2024 September 30, 2023

geographic regions as of June 30, 2024 and September 30, 2023:

June 30, 2024 September 30, 2023

Location Fair Value

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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 March 31, 2024:

For the remaining six months ending September 30:

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

For the remaining three months ending September 30:

For the fiscal years ending September 30:

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Investments in equity securities 72,401

Investments held as of March 31, 2024 at cost:

(A) Includes debt investments with contractual principal amounts totaling $ 0.2 million for which the maturity date has passed as of March 31, 2024.

Investments held as of June 30, 2024 at cost:

(A) Includes debt investments with contractual principal amounts totaling $ 0.2 million for which the maturity date has passed as of June 30, 2024.

Receivables from Portfolio Companies

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

As of March 31, 2024 and September 30, 2023, we had gross receivables from portfolio companies of $ 1.2 million and $ 0.8 million, respectively.

The allowance for uncollectible receivables was $ 36 thousand and $ 9 thousand as of March 31, 2024 and September 30, 2023, respectively.

As of June 30, 2024 and September 30, 2023, we had gross receivables from portfolio companies of $ 1.5 million and $ 0.8 million, respectively.

The allowance for uncollectible receivables was $ 58 thousand and $ 9 thousand as of June 30, 2024 and September 30, 2023, respectively.

RELATED PARTY TRANSACTIONS

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Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

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Incentive fee credit

( 94 ) — ( 94 ) —

Net Incentive Fee $ 3,076 $ 2,919 $ 8,635 $ 7,508

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The Adviser non-contractually, unconditionally, and irrevocably credits 100 % of any fees for such services against the base management fee that we would otherwise be required to pay to the Adviser.

Our Board of Directors accepted a non-contractual, unconditional, and irrevocable credit from the Adviser to reduce the annual base management fee on syndicated loan participations to 0.5 %, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations, for each of the three and six months ended March 31, 2024 and 2023.

Loan Servicing Fee

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If this number is positive at the end of such fiscal year, then the capital gains-based incentive fee for such year equals 20.0 % of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years.

No capital gains-based incentive fee has been recorded or paid since our inception through March 31, 2024, as cumulative unrealized capital depreciation has exceeded cumulative realized capital gains net of cumulative realized capital losses.

No capital gains-based incentive fee has been recorded or paid since our inception through June 30, 2024, as cumulative unrealized capital depreciation has exceeded cumulative realized capital gains net of cumulative realized capital losses.

In accordance with GAAP, a capital gains-based incentive fee accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation and depreciation.

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There can be no assurance that such unrealized capital appreciation will be realized in the future.

No GAAP accrual for a capital gains-based incentive fee has been recorded from our inception through March 31, 2024.

No GAAP accrual for a capital gains-based incentive fee has been recorded from our inception through June 30, 2024.

Transactions with the Administrator

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our chief financial officer and treasurer, chief compliance officer, chief valuation officer, and general counsel and secretary (who also serves as the Administrator’s president, 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, as of March 31, 2024, is 100 % indirectly owned and controlled by Mr.

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, as of June 30, 2024, is 100 % indirectly owned and controlled by Mr.

Another of our officers, Michael LiCalsi (our general counsel and secretary), serves as the Administrator’s president as well as the executive vice president of administration for the Adviser.

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

Gladstone Securities received fees from portfolio companies totaling $ 0.1 million during each of the three and six months ended March 31, 2024, respectively, and $ 0.2 million and $ 0.3 million during the three and six months ended March 31, 2023, respectively.

Gladstone Securities received fees from portfolio companies totaling $ 0.2 million and $ 0.3 million during the three and nine months ended June 30, 2024, respectively, and $ 0.5 million and $ 0.8 million during the three and nine months ended June 30, 2023, respectively.

We entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Gladstone Securities pursuant to which Gladstone Securities serves as our exclusive dealer manager in connection with the offering of our Series A Preferred Stock (as defined in Note 6, “Cumulative Redeemable Preferred Stock Offering”).

Under the Dealer Manager Agreement, Gladstone Securities provides certain sales, promotional and marketing services to us in connection with the Series A Offering, and we pay Gladstone Securities (i) selling commissions of up to 7.0 % of the gross proceeds from sales of Series A Preferred Stock in the offering, and (ii) a dealer manager fee of up to 3.0 % of the gross proceeds from sales of Series A Preferred Stock in the offering.

Under the Dealer Manager Agreement, Gladstone Securities provides certain sales, promotional and marketing services to us in connection with the offering of the Series A Preferred Stock (“the Series A Offering”), and we pay Gladstone Securities (i) selling commissions of up to 7.0 % of the gross proceeds from sales of Series A Preferred Stock in the offering, and (ii) a dealer manager fee of up to 3.0 % of the gross proceeds from sales of Series A Preferred Stock in the offering.

Gladstone Securities may, in its sole discretion, reallow a portion of the dealer manager fee to participating broker-dealers in support of the Series A Offering.

The terms of the Dealer Manager Agreement were approved by our board of directors, including its independent directors.

We paid Gladstone Securities selling commissions and dealer manager fees totaling $ 0.2 million during the three and six months ended March 31, 2024 related to the offering of Series A Preferred Stock, which are netted against gross proceeds from the sales.

During the three and nine months ended June 30, 2024, we paid Gladstone Securities selling commissions and dealer manager fees totaling $ 0.4 million and $ 0.6 million, respectively, related to the offering of Series A Preferred Stock, which are netted against gross proceeds from the sales.

There were no such fees paid in the prior year period.

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

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Base management fee due to Adviser $ 610 $ 670

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$ 4,994 $ 4,351

In addition to the above fees, other operating expenses due from the Adviser totaled $ 0.2 million as of March 31, 2024.

Other operating expenses due to the Adviser totaled $ 65 thousand as of September 30, 2023.

In addition, net expenses payable to Gladstone Investment Corporation (for reimbursement purposes), which includes certain co-investment expenses, totaled $ 66 thousand and $ 19 thousand as of March 31, 2024 and September 30, 2023, respectively.

These amounts are generally settled in the quarter subsequent to being incurred and are included in other liabilities on the accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2024 and September 30, 2023.

In addition to the above fees, other operating expenses due to the Adviser totaled $ 85 thousand and $ 65 thousand as of June 30, 2024 and September 30, 2023, respectively.

In addition, net expenses payable to Gladstone Investment Corporation (for reimbursement purposes), which includes certain co-investment expenses, totaled $ 58 thousand and $ 19 thousand as of June 30, 2024 and September 30, 2023, respectively.

Revolving Line of Credit

On May 13, 2021, we, through Business Loan, entered into a sixth amended and restated credit agreement with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto (the “Credit Facility”).

As of March 31, 2024, our Credit Facility had a total commitment amount of $ 243.7 million with an “accordion” feature that permits us to increase the size of the facility to $ 350.0 million.

As of June 30, 2024, our Credit Facility had a total commitment amount of $ 268.7 million with an “accordion” feature that permits us to increase the size of the facility to $ 350.0 million.

The Credit Facility has a revolving period end date of October 31, 2025 and a final maturity date of October 31, 2027 (at which time all principal and interest will be due and payable if the Credit Facility is not extended by the revolving period end date).

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6 to the Credit Facility to increase the commitment amount from $ 233.7 million to $ 243.7 million.

On June 27, 2024, we, through Business Loan, entered into Amendment No.

7 to the Credit Facility to increase the commitment amount from $ 243.7 million to $ 268.7 million.

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

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Commitment amount $ 268,659 $ 223,659

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For the Three Months Ended

March 31, For the Six Months Ended

June 30, For the Nine Months Ended

2024 2023 2024 2023

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KeyBank is also the trustee of the account and generally remits the collected funds to us once each month.

Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying Consolidated Statement of Assets and Liabilities as of March 31, 2024 and September 30, 2023.

Our Credit Facility contains covenants that require Business Loan to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies without the lenders’ consent.

Our Credit Facility also generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code.

Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing availability under our Credit Facility, including restrictions on geographic concentrations,

sector concentrations, loan size, payment frequency and status, average life and lien property.

Our Credit Facility further requires Business Loan to comply with other financial and operational covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base.

Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding redeemable preferred stock) of $ 325.0 million plus 50.0 % of all equity and subordinated debt raised after May 13, 2021 less 50 % of any equity and subordinated debt retired or redeemed after May 13, 2021, which equates to $ 409.8 million as of March 31, 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 March 31, 2024, and as defined in our Credit Facility , we had a net worth of $ 683.3 million, asset coverage on our “senior securities representing indebtedness” of 213.4 %, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

In addition, w e had 36 obligors in our Credit Facility’s borrowing base as of March 31, 2024.

As of March 31, 2024, we were in compliance with all of our Credit Facility covenants.

Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding redeemable preferred stock) of $ 325.0 million plus 50.0 % of all equity and subordinated debt raised after May 13, 2021 less 50 % of any equity and subordinated debt retired or redeemed after May 13, 2021, which equates to $ 412.0 million as of June 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 June 30, 2024, and as defined in our Credit Facility , we had a net worth of $ 691.8 million, asset coverage on our “senior securities representing indebtedness” of 234.6 %, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.

In addition, w e had 34 obligors in our Credit Facility’s borrowing base as of June 30, 2024.

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

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

Generally, the fair value of our Credit Facility is determined using a yield analysis which includes a DCF calculation and the assumptions that 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 March 31, 2024, the discount rate used to determine the fair value of our Credit Facility was one-month Term SOFR, plus 3.10 % per annum, plus a 0.75 % unused commitment fee.

As of September 30, 2023, the discount rate used to determine the fair value of our Credit Facility was one-month Term SOFR, plus 3.10 % per annum, plus a 1.00 % unused commitment fee.

As of June 30, 2024 and September 30, 2023, the discount rate used to determine the fair value of our Credit Facility was one-month Term SOFR, plus 3.10 % per annum, plus a 1.00 % unused commitment fee.

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 our Credit Facility.

As of March 31, 2024 and September 30, 2023, our Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations .

The following tables present our Credit Facility carried at fair value as of March 31, 2024 and September 30, 2023, on our accompanying Consolidated Statements of Assets and Liabilities for Level 3 of the hierarchy established by ASC 820 and the changes in fair value of our Credit Facility during the three and six months ended March 31, 2024 and 2023:

As of June 30, 2024 and September 30, 2023, our Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations .

The following tables present our Credit Facility carried at fair value as of June 30, 2024 and September 30, 2023, on our accompanying Consolidated Statements of Assets and Liabilities for Level 3 of the hierarchy established by ASC 820 and the changes in fair value of our Credit Facility during the three and nine months ended June 30, 2024 and 2023:

Total Recurring Fair Value Measurement Reported in

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

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Credit Facility

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Three Months Ended

Fair value as of December 31, 2023 and 2022, respectively $ 85,000 $ 108,400

Fair value as of March 31, 2024 and 2023, respectively $ 117,200 $ 152,439

45,200 22,600

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Net unrealized depreciation (A)

Fair Value as of March 31, 2024 and 2023, respectively

Fair Value as of June 30, 2024 and 2023, respectively

$ 65,800 $ 163,800

Fair Value Measurements Using Significant Unobservable Data Inputs (Level 3)

Six Months Ended

Nine Months Ended

Fair value as of September 30, 2023 and 2022, respectively $ 47,800 $ 141,800

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Net unrealized depreciation (A)

Fair Value as of March 31, 2024 and 2023, respectively

Fair Value as of June 30, 2024 and 2023, respectively

$ 65,800 $ 163,800

(A) Included in net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations for the three and six months ended March 31, 2023.

The fair value of the collateral under our Credit Facility totaled approximately $ 708.0 million and $ 628.3 million as of March 31, 2024 and September 30, 2023, respectively.

(A) Included in net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations for the three and nine months ended June 30, 2023.

The fair value of the collateral under our Credit Facility totaled approximately $ 674.4 million and $ 628.3 million as of June 30, 2024 and September 30, 2023, respectively.

Notes Payable

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The 2028 Notes bear interest at a rate of 7.75 % per year.

Interest is payable quarterly on March 1, June 1, September 1, and December 1 of each year beginning December 1, 2023 (which equates to approximately $ 4.4 million per year).

Interest is payable quarterly on March 1, June 1, September 1, and December 1 of each year (which equates to approximately $ 4.4 million per year).

In November 2021, we completed a private placement of $ 50.0 million aggregate principal amount of 3.75 % Notes due 2027 (the “2027 Notes”) for net proceeds of approximately $ 48.5 million after deducting initial purchasers’ costs, commissions and offering expenses borne by us.

The 2027 Notes will mature on May 1, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable.

The 2027 Notes will mature on May 1, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole”

premium, if applicable.

The 2027 Notes bear interest at a rate of 3.75 % per year.

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Interest is payable semi-annually on January 31 and July 31 of each year (which equates to approximately $ 7.7 million per year).

The indenture relating to the 2028 Notes, the 2027 Notes, and the 2026 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 2028 Notes, the 2027 Notes, and the 2026 Notes, as applicable, and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.

The 2028 Notes, 2027 Notes, and 2026 Notes are recorded at the principal amount, plus applicable premiums, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities.

The fair value, based on the last quoted closing price, of the 2028 Notes as of March 31, 2024 was $ 58.0 million.

The fair value, based on the last quoted closing price, of the 2028 Notes as of June 30, 2024 was $ 57.6 million.

We consider the trading price of the 2028 Notes to be a Level 1 input within the ASC 820 hierarchy.

The fair value, based on a DCF analysis, of the 2027 Notes as of March 31, 2024 was $ 45.7 million.

The fair value, based on a DCF analysis, of the 2026 Notes as of March 31, 2024 was $ 145.5 million.

The fair value, based on a DCF analysis, of the 2027 Notes as of June 30, 2024 was $ 45.8 million.

The fair value, based on a DCF analysis, of the 2026 Notes as of June 30, 2024 was $ 145.8 million.

We consider the 2027 Notes and 2026 Notes to be Level 3 within the ASC 820 fair value hierarchy.

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333-261398) (the “2021 Registration Statement”), under the Securities Act of 1933, as amended, and a prospectus supplement, dated May 31, 2023, and a base prospectus dated December 22, 2021.

As of March 31, 2024, we had the ability to issue up to an additional $ 149.3 million in securities under the 2021 Registration Statement.

During the three and six months ended March 31, 2024, we sold 70,044 shares of Series A Preferred Stock for gross proceeds of $ 1.8 million and net proceeds of $ 1.6 million.

There were 70,044 and 0 shares of Series A Preferred Stock outstanding as of March 31, 2024 and September 30, 2023, respectively.

As of June 30, 2024, we had the ability to issue up to an additional $ 144.8 million in securities under the 2021 Registration Statement.

During the three months ended June 30, 2024, we sold 179,473 shares of Series A Preferred Stock for gross proceeds of $ 4.5 million and net proceeds of $ 4.0 million.

During the nine months ended June 30, 2024, we sold 249,517 shares of Series A Preferred Stock for gross proceeds of $ 6.2 million and net proceeds of $ 5.6 million.

There were 249,517 and 0 shares of Series A Preferred Stock outstanding as of June 30, 2024 and September 30, 2023, respectively.

In accordance with ASC 480-10-S99-3A, the Company’s Series A Preferred Stock has been classified in temporary equity on the Consolidated Statements of Assets and Liabilities .

The Preferred Stock is recorded net of offering and issuance costs.

Dividend payments to our preferred stockholders are included in preferred stock dividends on our Consolidated Statements of Operations, which totaled $ 8 thousand during the three and six months ended March 31, 2024.

We may be required to mandatorily redeem some or all of the shares of our Series A Preferred Stock, at the Redemption Price, if we fail to maintain asset coverage of at least the minimum amount required by Sections 18 and 61 of the 1940 Act (which is currently 150%).

The asset coverage on our “senior securities that are stock” as of March 31, 2024 was 212.4 %, calculated in accordance with Sections 18 and 61 of the 1940 Act.

Dividend payments to our preferred stockholders are included in preferred stock dividends on our Consolidated Statements of Operations, which totaled $ 88 thousand and $ 96 thousand during the three and nine months ended June 30, 2024, respectively.

We may be required to mandatorily redeem some or all of the shares of our Series A Preferred Stock if we fail to maintain asset coverage of at least the minimum amount required by Sections 18 and 61 of the 1940 Act (which is currently 150%).

The asset coverage on our “senior securities that are stock” as of June 30, 2024 was 230.3 %, calculated in accordance with Sections 18 and 61 of the 1940 Act.

REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS

Our shelf registration statement on Form N-2 (File No.

333-275934) (the “2024 Registration Statement”), which was declared effective on January 17, 2024, permits us to issue, through one or more transactions, up to an aggregate of $ 700.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock or preferred stock.

As of March 31, 2024, we had the ability to issue up to $ 700.0 million in securities under the 2024 Registration Statement.

Reverse Stock Split

On April 4, 2024, we completed a Reverse Stock Split of the Company’s issued and outstanding common stock, by the filing of Articles of Amendment with the State Department of Assessments and Taxation of Maryland pursuant to the Maryland General Corporation Law.

The Reverse Stock Split became effective at 4:05 p.m.

Eastern Time on April 4, 2024.

The Reverse Stock Split was effective for purposes of trading as of the opening of business on the Nasdaq Global Select Market on April 5, 2024.

As a result of the Reverse Stock Split, every two shares of common stock issued and outstanding were automatically combined into one new share of common stock.

The Reverse Stock Split did not modify any rights or preferences of the shares of common stock.

The common stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable.

The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock.

Common Stock At-the-Market Offerings

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as a sales agent under the ATM Program.

We did not issue any shares under the Sales Agreement during the three and six months ended March 31, 2024.

March 31, 2024, we had a remaining capacity to sell up to an additional $ 0.4 million of our common stock under the Sales Agreement.

We did not issue any shares under the Sales Agreement during the three and nine months ended June 30, 2024.

As of June 30, 2024, we had a remaining capacity to sell up to an additional $ 0.4 million of our common stock under the Sales Agreement.

Shelf Registration Statement

Our shelf registration statement on Form N-2 (File No.

As of June 30, 2024, we had the ability to issue up to $ 700.0 million in securities under the 2024 Registration Statement.

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED AVERAGE COMMON SHARE

The following table sets forth the computation of basic and diluted net increase (decrease) in net assets resulting from operations per weighted average common share for the three and six months ended March 31, 2024 and 2023 :

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2024 2023 2024 2023

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For the calendar year ended December 31, 2022, 93.2 % of distributions to common stockholders were deemed to be paid from ordinary income and 6.8 % of distributions were deemed to be return of capital for 1099 stockholder reporting purposes.

We paid the following monthly distributions to common stockholders for the six months ended March 31, 2024 and 2023 :

Fiscal Year Declaration Date Record Date Payment Date Distribution per Common Share

We paid the following monthly distributions to common stockholders for the nine months ended June 30, 2024 and 2023 :

Fiscal Year Declaration Date Record Date Payment Date Distribution per Common Share (A)

2024 October 10, 2023 October 20, 2023 October 31, 2023 $ 0.165

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January 9, 2024 March 21, 2024 March 29, 2024 0.165

Six Months Ended March 31, 2024:

Fiscal Year Declaration Date Record Date Payment Date Distribution per Common Share

April 9, 2024 April 19, 2024 April 30, 2024 0.165

April 9, 2024 May 17, 2024 May 31, 2024 0.165

April 9, 2024 June 19, 2024 June 28, 2024 0.165

Nine Months Ended June 30, 2024:

Fiscal Year Declaration Date Record Date Payment Date Distribution per Common Share (A)

2023 October 11, 2022 October 21, 2022 October 31, 2022 $ 0.14

4 unchanged sentences

January 10, 2023 March 17, 2023 March 31, 2023 0.15

Six Months Ended March 31, 2023:

Aggregate distributions declared and paid to our common stockholders were approximately $ 21.5 million and $ 15.7 million for the six months ended March 31, 2024 and 2023 , respectively, and were declared based on estimates of Investment Company Taxable Income for the respective fiscal years.

April 11, 2023 April 21, 2023 April 28, 2023 0.16

April 11, 2023 May 23, 2023 May 31, 2023 0.16

April 11, 2023 June 21, 2023 June 30, 2023 0.16

Nine Months Ended June 30, 2023:

(A) Per share data has been adjusted on a retroactive basis to reflect the Reverse Stock Split effected on April 4, 2024, as described in Note 2— Summary of Significant Accounting Policies .

Aggregate distributions declared and paid to our common stockholders were approximately $ 32.3 million and $ 24.7 million for the nine months ended June 30, 2024 and 2023 , respectively, and were declared based on estimates of Investment Company Taxable Income for the respective fiscal years.

For the fiscal year ended September 30, 2023, our current and accumulated earnings and profits exceeded common stock distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 5.0 million of the first common distributions paid to common stockholders in the subsequent fiscal year as having been paid in the prior year.

For the six months ended March 31, 2024 and the fiscal year ended September 30, 2023, we recorded the following adjustments for book-tax differences to reflect tax character.

For the nine months ended June 30, 2024 and the fiscal year ended September 30, 2023, we recorded the following adjustments for book-tax differences to reflect tax character.

Results of operations, total net assets, and cash flows were not affected by these adjustments.

Six Months Ended

March 31, 2024 Year Ended

Nine Months Ended

June 30, 2024 Year Ended

September 30, 2023

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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 operations 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 March 31, 2024 and September 30, 2023, we had no established reserves for such loss contingencies.

Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of June 30, 2024 and September 30, 2023, 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 $ 0.6 million as of each of March 31, 2024 and September 30, 2023.

Reserves and holdbacks against escrow amounts were $ 0.2 million and $ 0.6 million as of June 30, 2024 and September 30, 2023, respectively.

Financial Commitments and Obligations

1 unchanged sentence

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

We estimate the fair value of the combined unused lines of credit, the unused delayed draw term loans and the uncalled capital commitment as of March 31, 2024 and September 30, 2023 to be immaterial.

The following table summarizes the amounts of our unused lines of credit, delayed draw term loans and uncalled capital commitment, at cost, as of March 31, 2024 and September 30, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities :

We estimate the fair value of the combined unused lines of credit, the unused delayed draw term loans and the uncalled capital commitment as of June 30, 2024 and September 30, 2023 to be immaterial.

The following table summarizes the amounts of our unused lines of credit, delayed draw term loans and uncalled capital commitment, at cost, as of June 30, 2024 and September 30, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities :

2024 September 30,

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FINANCIAL HIGHLIGHTS

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2024 2023 2024 2023

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(A) Based on actual shares outstanding at the end of the corresponding period.

Per share data and shares outstanding have been adjusted on a retroactive basis to reflect the Reverse Stock Split effected on April 4, 2024, as described in Note 2— Summary of Significant Accounting Policies .

(B) Based on weighted average basic per share data.

(C) The tax character of distributions is determined based on taxable income calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP.

(D) During the three and six months ended March 31, 2023, the anti-dilution was a result of issuing common shares during the period at a price above the then current NAV per share.

(D) During the three and nine months ended June 30, 2023 , the anti-dilution was a result of issuing common shares during the period at a price above the then current NAV per share.

(E) Total return equals the change in the ending market value of our common stock from the beginning of the fiscal year, taking into account distributions reinvested in accordance with the terms of our dividend reinvestment plan.

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(G) Ratio of net expenses to average net assets is computed using total expenses, net of credits from the Adviser, to the base management, loan servicing and incentive fees.

(H) Had we not received any non-contractual, unconditional and irrevocable credits of fees from the Adviser, the ratio of net expenses to average net assets would have been 15.04 % and 14.81 % for the three and six months ended March 31, 2024, respectively, and 16.12 % and 15.96 % for the three and six months ended March 31, 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 to average net assets would have been 7.62 % and 7.80 % for the three and six months ended March 31, 2024, respectively, and 8.30 % and 8.09 % for the three and six months ended March 31, 2023, respectively.

(H) Had we not received any non-contractual, unconditional and irrevocable credits of fees from the Adviser, the ratio of net expenses to average net assets would have been 14.79 % and 14.80 % for the three and nine months ended June 30, 2024, respectively, and 17.30 % and 16.42 % for the three and nine months ended June 30, 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 to average net assets would have been 8.74 % and 8.13 % for the three and nine months ended June 30, 2024, respectively, and 8.77 % and 8.32 % for the three and nine months ended June 30, 2023, respectively.

SUBSEQUENT EVENTS

Portfolio Activity

In April 2024, we invested $ 7.3 million in Total Access Elevator, LLC (“Total Access”) through secured first lien debt and equity.

We also extended Total Access a $ 3.0 million line of credit commitment and a $ 2.5 million delayed draw term loan commitment, both of which were unfunded at close.

In April 2024, our debt investment in Giving Home Healthcare, LLC (“Giving Home”) paid off at par for net cash proceeds of $ 29.7 million including a $ 0.9 million prepayment penalty.

We also received a $ 2.5 million distribution related to our warrant position in Giving Home.

In May 2024, our debt investment in Gray Matter Systems, LLC paid off at par for net cash proceeds of $ 14.0 million including a $ 0.2 million prepayment penalty.

Reverse Stock Split

On April 4, 2024, we completed a 1-for-2 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $ 0.001 per share (“Common Stock”), by the filing of Articles of Amendment with the State Department of Assessments and Taxation of Maryland pursuant to the Maryland General Corporation Law.

The Reverse Stock Split became effective at 4:05 p.m.

Eastern Time on April 4, 2024.

The Reverse Stock Split was effective for purposes of trading as of the opening of business on the Nasdaq Global Select Market on April 5, 2024.

As a result of the Reverse Stock Split, every two shares of Common Stock issued and outstanding were automatically combined into one new share of Common Stock.

The Reverse Stock Split did not modify any rights or preferences of the shares of Common Stock.

The Common Stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable.

The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

In July 2024, our investment in Tailwind Smith Cooper Immediate Corporation paid off at par for net proceeds of $ 5.0 million.

In July 2024, we invested an additional $ 6.5 million in Turn Key Health Clinics, LLC (“Turn Key”), an existing portfolio company, through secured first lien debt.

We also extended Turn Key an additional $ 2.0 million line of credit commitment which was funded in July 2024.

Distributions and Dividends

On April 9, 2024, our Board of Directors declared the following monthly distributions to common and preferred stockholders:

On July 9, 2024, our Board of Directors declared the following monthly distributions to common and preferred stockholders:

Record Date Payment Date Distribution per Common Share

April 19, 2024 April 30, 2024 $ 0.165

May 17, 2024 May 31, 2024 0.165

June 19, 2024 June 28, 2024 0.165

July 22, 2024 July 31, 2024 $ 0.165

August 21, 2024 August 30, 2024 0.165

September 20, 2024 September 30, 2024 0.165

Total for the Quarter:

Record Date Payment Date Distribution per Series A Preferred Stock

April 22, 2024 May 3, 2024 $ 0.130208

May 23, 2024 June 5, 2024 0.130208

June 25, 2024 July 5, 2024 0.130208

July 25, 2024 August 5, 2024 $ 0.130208

August 26, 2024 September 5, 2024 0.130208

September 25, 2024 October 4, 2024 0.130208

Total for the Quarter:

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