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GLADSTONE CAPITAL CORP

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

GLAD$19.52+0.7%Stored close · as of Nov 9, 2026

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Item 2. Results of Operations

RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Three Months Ended June 30,
20252024$ Change% Change
INVESTMENT INCOME
Interest income$20,853$23,199$(2,346)(10.1)%
Success fee, dividend, and other income8042,490(1,686)(67.7)
Total investment income21,65725,689(4,032)(15.7)
EXPENSES
Base management fee3,3463,459(113)(3.3)
Loan servicing fee2,1542,250(96)(4.3)
Incentive fee2,5943,076(482)(15.7)
Administration fee464477(13)(2.7)
Interest expense on line of credit and notes payable4,4515,509(1,058)(19.2)
Amortization of deferred financing costs60945315634.4
Other expenses678922(244)(26.5)
Expenses, before credits from Adviser14,29616,146(1,850)(11.5)
Credit to base management fee – loan servicing fee(2,154)(2,250)96(4.3)
Credits to fees from Adviser – other(1,779)(600)(1,179)NM
Total expenses, net of credits10,36313,296(2,933)(22.1)
NET INVESTMENT INCOME11,29412,393(1,099)(8.9)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments(3,708)1,417(5,125)NM
Net realized gain (loss) on other881,898(1,810)(95.4)
Net unrealized appreciation (depreciation) of investments(34)3,436(3,470)NM
Net unrealized appreciation of other49—49NM
Net gain (loss) from investments and other(3,605)6,751(10,356)NM
PREFERRED STOCK DIVIDENDS24188153NM
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$7,448$19,056$(11,608)(60.9)%

NM - Not Meaningful

Investment Income

Interest income decreased by 10.1% for the three months ended June 30, 2025, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the principal balance of our interest-bearing investment portfolio outstanding during the period multiplied by the weighted-average yield. The weighted average principal balance of our interest-bearing investment portfolio for the three months ended June 30, 2025 was $647.2 million, compared to $664.6 million for the three months ended June 30, 2024, a decrease of $17.4 million, or 2.6%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 12.8% for the three months ended June 30, 2025, compared to 13.9% for the three months ended June 30, 2024, inclusive of any allowances on interest receivables made during those periods. The decrease in the weighted average yield was driven mainly by decreases in interest rates.

As of June 30, 2025, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.8 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $11.5 million, or 1.7% of the fair value of all debt investments in our portfolio. As of September 30, 2024, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.3 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $12.8 million, or 1.9% of the fair value of all debt investments in our portfolio.

Success fee, dividend and other income decreased by 67.7% during the three months ended June 30, 2025, as compared to the prior year period, primarily due to decreases in dividend income and prepayment fees received period over period.

As of June 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value. As of September 30, 2024, our investment in Antenna Research Associates, Inc. represented 11.4% of the total investment portfolio at fair value.

Expenses

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, decreased $2.9 million, or 22.1%, for the three months ended June 30, 2025, as compared to the prior year period. This decrease was primarily due to a $1.2 million decrease in the net incentive fee earned by the Adviser, a $1.1 million decrease in interest expense, and a $0.6 million decrease in the net base management fee earned by the Adviser.

Total interest expense on borrowings and notes payable decreased by $1.1 million, or 19.2%, during the three months ended June 30, 2025, driven by a decrease in the weighted average balance outstanding on our Credit Facility, partially offset by an increase in the effective interest rate on our Credit Facility. Interest expense on our Credit Facility decreased by $1.1 million due primarily to a decrease in the weighted average balance outstanding which was $6.6 million during the three months ended June 30, 2025, as compared to $76.8 million in the prior year period, a decrease of 91.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 58.3% during the three months ended June 30, 2025, compared to 10.5% during the prior year period. The increase in the effective interest rate was driven primarily by a $0.3 million increase in unused commitment fees on the undrawn portion of the Credit Facility, partially offset by a decrease in interest rates on the drawn portion of the Credit Facility during the three months ended June 30, 2025.

The net base management fee earned by the Adviser decreased by $0.6 million, or 21.4%, for the three months ended June 30, 2025, as compared to the prior year period, resulting from an increase in credits to the base management fee from the Adviser for new deal origination fees period over period.

The income-based incentive fee decreased by $0.5 million, or 15.7%, for the three months ended June 30, 2025, primarily due to lower pre-incentive fee net investment income as compared to the prior year period. During the three months ended June 30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $0.7 million to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of distributions to common stockholders. There were no such credits during the three months ended June 30, 2024.

The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under“Transactions with the Adviser” in Note 4—Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table:

Three Months EndedJune 30,
20252024
Average total assets subject to base management fee(A)(B)$764,800$790,629
Multiplied by prorated annual base management fee of 1.75%0.4375%0.4375%
Base management fee(C)$3,346$3,459
Portfolio company fee credit(1,089)(575)
Syndicated loan fee credit(11)(25)
Net Base Management Fee$2,246$2,859
Loan servicing fee(C)2,1542,250
Credit to base management fee - loan servicing fee(C)(2,154)(2,250)
Net Loan Servicing Fee$—$—
Incentive fee(C)2,5943,076
Incentive fee credit(679)—
Net Incentive Fee$1,915$3,076
Portfolio company fee credit(1,089)(575)
Syndicated loan fee credit(11)(25)
Incentive fee credit(679)—
Credits to Fees From Adviser - other(C)$(1,779)$(600)

(A)Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods.

(B)Excludes our investment in Gladstone Alternative valued at the end of the applicable quarters within the respective periods.

(C)Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations.

Net Realized Gain (Loss) on Investments

For the three months ended June 30, 2025, we recorded a net realized loss on investments of $3.7 million, which resulted primarily from a $4.4 million realized loss recognized on the restructure of our investment in Eegee’s LLC, partially offset by a $0.7 million realized gain recognized on our investment in Giving Home Health Care, LLC.

For the three months ended June 30, 2024, we recorded a net realized gain on investments of $1.4 million, which resulted primarily from a $1.5 million realized gain recognized on our investment in Giving Home Health Care, LLC.

Net Unrealized Appreciation (Depreciation) of Investments

During the three months ended June 30, 2025, we recorded net unrealized depreciation of investments in the aggregate amount of $34 thousand. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2025 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Engineering Manufacturing Technologies, LLC$—$2,249$—$2,249
Arc Drilling Holdings LLC—1,800—1,800
Eegee's LLC(4,439)—6,2051,766
Encore Dredging Holdings, LLC—947—947
Technical Resource Management, LLC—686—686
Viron International Corp.—(242)—(242)
Giving Home Health Care, LLC731(980)—(249)
Canopy Safety Brands, LLC—(336)—(336)
Quality Environmental Midco, Inc.—(388)—(388)
NeoGraf Solutions, LLC—(556)—(556)
Defiance Integrated Technologies, Inc.—(853)—(853)
Axios Industrial Group, LLC—(988)—(988)
Eegee Acquisition Corp.—(3,327)—(3,327)
Lonestar EMS, LLC—(4,014)—(4,014)
Other, net (<$500)—(380)143(237)
Total:$(3,708)$(6,382)$6,348$(3,742)

The primary driver of net unrealized depreciation of $34 thousand for the three months ended June 30, 2025 was the decline in the financial and operational performance of Lonestar EMS, LLC and Eegee Acquisition Corp., partially offset by the reversal of unrealized depreciation recognized on our investment in Eegee’s LLC.

During the three months ended June 30, 2024, we recorded net unrealized appreciation of investments in the aggregate amount of $3.4 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2024 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Antenna Research Associates, Inc.$—$8,555$—$8,555
Lonestar EMS, LLC—1,357—1,357
NeoGraf Solutions, LLC—973—973
Tailwind Smith Cooper Intermediate Corporation—792—792
Quality Environmental Midco, Inc.—673—673
Sokol & Company Holdings, LLC—514—514
Giving Home Health Care, LLC1,465(1,849)—(384)
Technical Resource Management, LLC—(879)—(879)
HH-Inspire Acquisition, Inc.—(943)—(943)
Edge Adhesives Holdings, Inc.—(962)—(962)
WB Xcel Holdings, LLC—(1,125)—(1,125)
Engineering Manufacturing Technologies, LLC—(3,865)—(3,865)
Other, net (<$500)(48)282(87)147
Total:$1,417$3,523$(87)$4,853

The primary driver of net unrealized appreciation of $3.4 million for the three months ended June 30, 2024 was the improvement in the financial and operational performance of Antenna Research Associates, Inc, partially offset by the decline in the financial and operational performance of Engineering Manufacturing Technologies, LLC.

Comparison of the Nine Months Ended June 30, 2025 to the Nine Months Ended June 30, 2024

Nine Months Ended June 30,
20252024$ Change% Change
INVESTMENT INCOME
Interest income$63,511$69,910$(6,399)(9.2)%
Success fee, dividend, and other income1,6752,997(1,322)(44.1)
Total investment income65,18672,907(7,721)(10.6)
EXPENSES
Base management fee10,33910,1431961.9
Loan servicing fee6,6106,638(28)(0.4)
Incentive fee7,7058,729(1,024)(11.7)
Administration fee1,4001,400——
Interest expense on line of credit and notes payable14,21316,273(2,060)(12.7)
Amortization of deferred financing costs1,6541,32333125.0
Other expenses2,3822,563(181)(7.1)
Expenses, before credits from Adviser44,30347,069(2,766)(5.9)
Credit to base management fee – loan servicing fee(6,610)(6,638)28(0.4)
Credits to fees from Adviser – other(6,270)(2,628)(3,642)NM
Total expenses, net of credits31,42337,803(6,380)(16.9)
NET INVESTMENT INCOME33,76335,104(1,341)(3.8)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments61,7181,89559,823NM
Net realized gain (loss) on other1823,850(3,668)(95.3)
Net unrealized appreciation (depreciation) of investments(51,840)21,936(73,776)NM
Net unrealized appreciation of other———NM
Net gain (loss) from investments and other10,06027,681(17,621)(63.7)
PREFERRED STOCK DIVIDENDS60396507NM
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$43,220$62,689$(19,469)(31.1)%

NM - Not Meaningful

Investment Income

Interest income decreased by 9.2% for the nine months ended June 30, 2025, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the principal balance of our interest-bearing investment portfolio outstanding during the period multiplied by the weighted-average yield. The weighted average principal balance of our interest-bearing investment portfolio for the nine months ended June 30, 2025 was $657.3 million, compared to $667.5 million for the nine months ended June 30, 2024, a decrease of $10.2 million, or 1.5%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 12.8% for the nine months ended June 30, 2025, compared to 13.9% for the nine months ended June 30, 2024, inclusive of any allowances on interest receivables made during those periods. The decrease in the weighted average yield was driven mainly by decreases in interest rates.

As of June 30, 2025, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.8 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $11.5 million, or 1.7% of the fair value of all debt investments in our portfolio. As of September 30, 2024, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $28.3 million, or 4.1% of the cost basis of all debt investments in our portfolio, and a fair value of $12.8 million, or 1.9% of the fair value of all debt investments in our portfolio.

Other income decreased by 44.1% during the nine months ended June 30, 2025, as compared to the prior year period, primarily due to a decrease in dividend income period over period.

As of June 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value. As of September 30, 2024, our investment in Antenna Research Associates, Inc. represented 11.4% of the total investment portfolio at fair value.

Expenses

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, decreased $6.4 million, or 16.9%, for the nine months ended June 30, 2025, as compared to the prior year period. This decrease was primarily due to a $3.3 million decrease in the net incentive fee earned by the Adviser, a $2.1 million decrease in interest expense, and a $1.2 million decrease in the net base management fee earned by the Adviser.

Total interest expense on borrowings and notes payable decreased by $2.1 million, or 12.7%, during the nine months ended June 30, 2025, driven by a decrease in the weighted average balance outstanding on our Credit Facility, partially offset by an increase in the effective interest rate on our Credit Facility. Interest expense on our Credit Facility decreased by $2.1 million due primarily to a decrease in the weighted average balance outstanding which was $28.7 million during the nine months ended June 30, 2025, as compared to $71.8 million in the prior year period, a decrease of 60.0%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 17.3% during the nine months ended June 30, 2025, compared to 10.7% during the prior year period. The increase in the effective interest rate was driven primarily by a $0.9 million increase in unused commitment fees on the undrawn portion of the Credit Facility, partially offset by a decrease in interest rates on the drawn portion of the Credit Facility during the nine months ended June 30, 2025 as compared to the prior year period.

The net base management fee earned by the Adviser decreased by $1.2 million, or 15.8%, for the nine months ended June 30, 2025, as compared to the prior year period, resulting from an increase in credits to the base management fee from the Adviser for new deal origination fees period over period, partially offset by an increase in average total assets subject to the base management fee.

The income-based incentive fee decreased by $1.0 million, or 11.7%, for the nine months ended June 30, 2025, primarily due to lower pre-incentive fee net investment income as compared to the prior year period. During the nine months ended June 30, 2025 and 2024, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $2.3 million and $0.1 million, respectively, to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of distributions to common stockholders.

The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under“Transactions with the Adviser” in Note 4—Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table:

Nine Months EndedJune 30,
20252024
Average total assets subject to base management fee(A)(B)$787,733$772,800
Multiplied by prorated annual base management fee of 1.75%1.3125%1.3125%
Base management fee(C)$10,339$10,143
Portfolio company fee credit(3,897)(2,451)
Syndicated loan fee credit(32)(83)
Net Base Management Fee$6,410$7,609
Loan servicing fee(C)6,6106,638
Credit to base management fee - loan servicing fee(C)(6,610)(6,638)
Net Loan Servicing Fee$—$—
Incentive fee(C)7,7058,729
Incentive fee credit(2,341)(94)
Net Incentive Fee$5,364$8,635
Portfolio company fee credit(3,897)(2,451)
Syndicated loan fee credit(32)(83)
Incentive fee credit(2,341)(94)
Credits to Fees From Adviser - other(C)$(6,270)$(2,628)

(A)Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods.

(B)Excludes our investment in Gladstone Alternative valued at the end of the applicable quarters within the respective periods.

(C)Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations.

Net Realized Gain (Loss) on Investments

For the nine months ended June 30, 2025, we recorded a net realized gain on investments of $61.7 million, which resulted from a $59.3 million realized gain recognized on the sale of our investment in Antenna Research Associates, Inc., a $4.7 million realized gain recognized on the partial sale of our common equity investment in Sokol, a $3.0 million realized gain recognized on our investment in MCG Energy Solutions, LLC, and a $2.5 million realized gain recognized on our investment in Salt & Straw, LLC, partially offset by a $4.4 million realized loss recognized on the restructure of our investment in Eegee’s LLC and a $4.1 million realized loss recognized on the sale of our investment in DKI Ventures, LLC.

For the nine months ended June 30, 2024, we recorded a net realized gain on investments of $1.9 million, which resulted primarily from a $1.5 million realized gain recognized on our investment in Giving Home Health Care, LLC, a $0.3 million realized gain recognized on the sale of our investment in PIC 360, LLC, and a $0.2 million realized gain recognized on our investment in Trowbridge Chicago, LLC.

Net Unrealized Appreciation (Depreciation) of Investments

During the nine months ended June 30, 2025, we recorded net unrealized depreciation of investments in the aggregate amount of $51.8 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2025 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Sokol & Company Holdings, LLC$4,748$6,386$(4,870)$6,264
Antenna Research Associates, Inc.59,348—(55,140)4,208
Arc Drilling Holdings LLC—3,940—3,940
Encore Dredging Holdings, LLC—3,436—3,436
Giving Home Health Care, LLC7311,513—2,244
Torrent Photonics Holdco LLC—2,031—2,031
NeoGraf Solutions, LLC—1,754—1,754
TNCP Intermediate HoldCo, LLC—1,133—1,133
Eegee's LLC(4,439)(737)6,2051,029
Canopy Safety Brands, LLC—845—845
ENET Holdings, LLC——316316
MCG Energy Solutions, LLC2,954(4)(2,976)(26)
Salt & Straw, LLC2,450108(2,607)(49)
Café Zupas—(371)(153)(524)
DKI Ventures, LLC(4,074)—3,422(652)
Axios Industrial Group, LLC—(1,002)—(1,002)
Technical Resource Management, LLC—(1,138)—(1,138)
WB Xcel Holdings, LLC—(2,088)—(2,088)
Lonestar EMS, LLC—(2,638)—(2,638)
Engineering Manufacturing Technologies, LLC—(2,840)—(2,840)
Defiance Integrated Technologies, Inc.—(2,949)—(2,949)
Eegee Acquisition Corp.—(3,327)—(3,327)
Other, net (<$500)—(385)296(89)
Total:$61,718$3,667$(55,507)$9,878

The primary driver of net unrealized depreciation of $51.8 million for the nine months ended June 30, 2025 was the

reversal of unrealized appreciation from the exit of our investment in Antenna Research Associates, Inc., partially offset by the increase in the financial and operational performance of certain of our other portfolio companies.

During the nine months ended June 30, 2024, we recorded net unrealized appreciation of investments in the aggregate amount of $21.9 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2024 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Antenna Research Associates, Inc.$—$16,629$—$16,629
Lonestar EMS, LLC—8,217—8,217
MCG Energy Solutions, LLC—3,558—3,558
Salt & Straw, LLC—3,132—3,132
Giving Home Health Care, LLC1,465(376)—1,089
Café Zupas—996—996
Encore Dredging Holdings, LLC—856—856
TNCP Intermediate HoldCo, LLC—856—856
8th Avenue Food & Provisions, Inc.—800—800
Ohio Armor Holdings, LLC—726—726
Tailwind Smith Cooper Intermediate Corporation—683—683
Quality Environmental Midco, Inc.—673—673
Viva Railings, L.L.C.—653—653
Sokol & Company Holdings, LLC—650—650
Leadpoint Business Services, LLC—611—611
Canopy Safety Brands, LLC—535—535
NeoGraf Solutions, LLC—451—451
SpaceCo Holdings, LLC—432—432
OCI, LLC—405—405
Imperative Holdings Corporation—374—374
Fix-It Group, LLC—334—334
ALS Education, LLC—317—317
DKI Ventures, LLC—(662)—(662)
Technical Resource Management, LLC—(939)—(939)
Engineering Manufacturing Technologies, LLC—(1,872)—(1,872)
Edge Adhesives Holdings, Inc.—(1,920)—(1,920)
B+T Group Acquisition Inc.—(2,368)—(2,368)
HH-Inspire Acquisition, Inc.—(2,552)—(2,552)
WB Xcel Holdings, LLC—(4,454)—(4,454)
FES Resources Holdings LLC—(4,670)—(4,670)
Other, net (<$500)430(37)(102)291
Total:$1,895$22,038$(102)$23,831

The primary driver of net unrealized appreciation of $21.9 million for the nine months ended June 30, 2024 was the improvement in the financial and operational performance of Antenna Research Associates, Inc. and Lonestar EMS, LLC, partially offset by the decline in the financial and operational performance of FES Resources Holdings LLC and WB Xcel Holdings, LLC.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.