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GLADSTONE CAPITAL CORP

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

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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, 2026 · Filed Aug 4, 2026

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, 2026 to the Three Months Ended June 30, 2025

Three Months Ended June 30,
20262025$ Change% Change
INVESTMENT INCOME
Interest income$24,294$20,853$3,44116.5%
Other income201804(603)(75.0)%
Total investment income24,49521,6572,83813.1
EXPENSES
Base management fee4,1183,34677223.1
Loan servicing fee2,6972,15454325.2
Incentive fee2,5692,594(25)(1.0)
Administration fee5144645010.8
Interest expense on line of credit and notes payable6,4604,4512,00945.1
Amortization of deferred financing costs74560913622.3
Other expenses68767891.3
Expenses, before credits from Adviser17,79014,2963,49424.4
Credit to base management fee – loan servicing fee(2,697)(2,154)(543)25.2
Credits to fees from Adviser – other(1,603)(1,779)176(9.9)
Total expenses, net of credits13,49010,3633,12730.2
NET INVESTMENT INCOME11,00511,294(289)(2.6)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments—(3,708)3,708NM
Net realized gain (loss) on other(20)88(108)NM
Net unrealized appreciation (depreciation) of investments3,014(34)3,048NM
Net unrealized appreciation of other—49(49)NM
Net gain (loss) from investments and other2,994(3,605)6,599NM
PREFERRED STOCK DIVIDENDS729241488202.5
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$13,270$7,448$5,82278.2%

NM - Not Meaningful

Investment Income

Interest income increased by 16.5% for the three months ended June 30, 2026, 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, 2026 was $822.4 million, compared to $647.2 million for the three months ended June 30, 2025, an increase of $175.2 million, or 27.1%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 11.8% for the three months ended June 30, 2026, compared to 12.8% for the three months ended June 30, 2025, 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, 2026, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., Eegee Acquisition Corp., Lonestar EMS, LLC and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $46.0 million, or 5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $26.7 million, or 3.1% of the fair value of all debt investments in our portfolio. As of September 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 3.6% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0 million, or 1.7% of the fair value of all debt investments in our portfolio.

Other income decreased by $0.6 million during the three months ended June 30, 2026, as compared to the prior year period, primarily due to decreases in dividend income received and prepayment fees received period over period.

As of each of June 30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value.

Expenses

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $3.1 million, or 30.2%, for the three months ended June 30, 2026, as compared to the prior year period. This increase was primarily due to a $2.0 million increase in interest expense, a $0.7 million increase in the net incentive fee, and a $0.3 million increase in the net base management fee earned by the Adviser.

Total interest expense on borrowings and notes payable increased by $2.0 million, or 45.1%, during the three months ended June 30, 2026, driven by an increase in the weighted average balance outstanding on our Credit Facility, partially offset by a decrease in the effective interest rate on our Credit Facility and a decrease in interest expense on our notes payable. Interest expense on our Credit Facility increased by $2.5 million due primarily to an increase in the weighted average balance outstanding which was $206.1 million during the three months ended June 30, 2026, as compared to $6.6 million in the prior year period, an increase of $199.5 million. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 6.8% during the three months ended June 30, 2026, compared to 58.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $0.5 million decrease in unused commitment fees on the undrawn portion of the Credit Facility and a decrease in interest rates on the drawn portion of the Credit Facility during the three months ended June 30, 2026. Interest expense on our notes payable decreased by $0.5 million during the three months ended June 30, 2026 as compared to the prior year period, primarily due to the October 2025 redemptions of $57.0 million aggregate principal amount of our 7.75% Notes due 2028 (the “2028 Notes”) and $150.0 million aggregate principal amount of our 5.125% Notes due 2026 (the “2026 Notes”), partially offset by the September 2025 issuance of the 2030 Convertible Notes and the June 2026 issuance of our the 2029 Notes.

The net base management fee earned by the Adviser increased by $0.3 million, or 12.0%, for the three months ended June 30, 2026, as compared to the prior year period, resulting primarily from an increase in average total assets subject to the base management fee period over period, partially offset by 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 $25 thousand, or 1.0% for the three months ended June 30, 2026, 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, 2026.

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,
20262025
Average total assets subject to base management fee(A)(B)$941,257$764,800
Multiplied by prorated annual base management fee of 1.75%0.4375%0.4375%
Base management fee(C)$4,118$3,346
Portfolio company fee credit(1,603)(1,089)
Syndicated loan fee credit—(11)
Net Base Management Fee$2,515$2,246
Loan servicing fee(C)2,6972,154
Credit to base management fee - loan servicing fee(C)(2,697)(2,154)
Net Loan Servicing Fee$—$—
Incentive fee(C)2,5692,594
Incentive fee credit—(679)
Net Incentive Fee$2,569$1,915
Portfolio company fee credit(1,603)(1,089)
Syndicated loan fee credit—(11)
Incentive fee credit—(679)
Credits to Fees From Adviser - other(C)$(1,603)$(1,779)

(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.

(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. There was no realized gain or loss recorded on investments for the three months ended June 30, 2026.

Net Unrealized Appreciation (Depreciation) of Investments

During the three months ended June 30, 2026, we recorded net unrealized appreciation of investments in the aggregate amount of $3.0 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2026 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Engineering Manufacturing Technologies, LLC$—$3,193$—$3,193
Dutch Gold Honey, Inc.—2,385—2,385
Alsay Incorporated—1,557—1,557
Canopy Safety Brands, LLC—1,204—1,204
Encore Dredging Holdings, LLC—971—971
Ohio Armor Holdings, LLC—829—829
Arc Drilling Holdings LLC—639—639
WB Xcel Holdings, LLC—556—556
Pan-Am Dental, LLC—448—448
Giving Home Health Care, LLC—942(565)377
WorkforceQA, LLC—349—349
MASSiv Brands, LLC—327—327
Torrent Photonics Holdco LLC—284—284
Quality Environmental Midco, Inc.—263—263
Triple H Food Processors, LLC—(556)—(556)
OCI, LLC—(678)—(678)
Imperative Holdings Corporation—(746)—(746)
TNCP Intermediate HoldCo, LLC—(776)—(776)
Defiance Integrated Technologies, Inc.—(1,346)—(1,346)
Lonestar EMS, LLC—(1,465)—(1,465)
Eegee Acquisition Corp.—(5,041)—(5,041)
Other, net (<$500)—240—240
Total:$—$3,579$(565)$3,014

The primary driver of net unrealized appreciation of $3.0 million for the three months ended June 30, 2026 was the improvement in the financial and operational performance of Engineering Manufacturing Technologies, LLC and Dutch Gold Honey, Inc., partially offset by the decline in the financial and operational performance of Eegee Acquisition Corp.

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.

Comparison of the Nine Months Ended June 30, 2026 to the Nine Months Ended June 30, 2025

Nine Months Ended June 30,
20262025$ Change% Change
INVESTMENT INCOME
Interest income$71,386$63,511$7,87512.4%
Other income3,6121,6751,937115.6
Total investment income74,99865,1869,81215.1
EXPENSES
Base management fee12,03710,3391,69816.4
Loan servicing fee7,6616,6101,05115.9
Incentive fee8,0807,7053754.9
Administration fee1,5551,40015511.1
Interest expense on line of credit and notes payable18,20314,2133,99028.1
Amortization of deferred financing costs2,1681,65451431.1
Other expenses2,4702,382883.7
Expenses, before credits from Adviser52,17444,3037,87117.8
Credit to base management fee – loan servicing fee(7,661)(6,610)(1,051)15.9
Credits to fees from Adviser – other(3,622)(6,270)2,648(42.2)
Total expenses, net of credits40,89131,4239,46830.1
NET INVESTMENT INCOME34,10733,7633441.0
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments1,49861,718(60,220)(97.6)
Net realized gain (loss) on other(1,792)182(1,974)NM
Net unrealized appreciation (depreciation) of investments2,155(51,840)53,995(104.2)
Net unrealized appreciation of other———NM
Net gain (loss) from investments and other1,86110,060(8,199)(81.5)
PREFERRED STOCK DIVIDENDS1,7856031,182196.0
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$34,183$43,220$(9,037)(20.9)%

NM - Not Meaningful

Investment Income

Interest income increased by 12.4% for the nine months ended June 30, 2026, 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, 2026 was $796.2 million, compared to $657.3 million for the nine months ended June 30, 2025, an increase of $138.9 million, or 21.1%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 11.9% for the nine months ended June 30, 2026, compared to 12.8% for the nine months ended June 30, 2025, 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, 2026, our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc., Eegee Acquisition Corp., Lonestar EMS, LLC and WB Xcel Holdings, LLC were on non-accrual status with a cost basis of $46.0 million, or 5.2% of the cost basis of all debt investments in our portfolio, and a fair value of $26.7 million, or 3.1% of the fair value of all debt investments in our portfolio. As of September 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 3.6% of the cost basis of all debt investments in our portfolio, and a fair value of $13.0 million, or 1.7% of the fair value of all debt investments in our portfolio.

Other income increased by $1.9 million during the nine months ended June 30, 2026, as compared to the prior year period, primarily due to an increase in dividend income received period over period.

As of each of June 30, 2026 and September 30, 2025, no single investment represented greater than 10% of the total investment portfolio at fair value.

Expenses

Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $9.5 million, or 30.1%, for the nine months ended June 30, 2026, as compared to the prior year period. This increase was primarily due to a $4.0 million increase in interest expense, a $2.7 million increase in the net incentive fee, and a $2.0 million increase in the net base management fee earned by the Adviser.

Total interest expense on borrowings and notes payable increased by $4.0 million, or 28.1%, during the nine months ended June 30, 2026, driven by an increase in the weighted average balance outstanding on our Credit Facility, partially offset by a decrease in the effective interest rate on our Credit Facility and a decrease in interest expense on our notes payable. Interest expense on our Credit Facility increased by $5.4 million due primarily to an increase in the weighted average balance outstanding which was $170.3 million during the nine months ended June 30, 2026, as compared to $28.7 million in the prior year period, an increase of 493.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 7.1% during the nine months ended June 30, 2026, compared to 17.3% during the prior year period. The decrease in the effective interest rate was driven primarily by a $1.1 million decrease in unused commitment fees on the undrawn portion of the Credit Facility and a decrease in interest rates on the drawn portion of the Credit Facility during the nine months ended June 30, 2026. Interest expense on our notes payable decreased by $1.4 million during the nine months ended June 30, 2026 as compared to the prior year period, primarily due to the October 2025 redemptions of our 2026 Notes and 2028 Notes, partially offset by the September 2025 issuance of our 2030 Convertible Notes and the June 2026 issuance of our 2029 Notes.

The net base management fee earned by the Adviser increased by $2.0 million, or 31.3%, for the nine months ended June 30, 2026, as compared to the prior year period, resulting primarily from an increase in average total assets subject to the base management fee period over period and a decrease in credits to base management fee from the Adviser for new deal origination fees period over period.

The income-based incentive fee increased by $0.4 million, or 4.9%, for the nine months ended June 30, 2026, due to higher pre-incentive fee net investment income as compared to the prior year period. During the nine months ended June 30, 2025, our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $2.3 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 nine months ended June 30, 2026.

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,
20262025
Average total assets subject to base management fee(A)(B)$917,105$787,733
Multiplied by prorated annual base management fee of 1.75%1.3125%1.3125%
Base management fee(C)$12,037$10,339
Portfolio company fee credit(3,622)(3,897)
Syndicated loan fee credit—(32)
Net Base Management Fee$8,415$6,410
Loan servicing fee(C)7,6616,610
Credit to base management fee - loan servicing fee(C)(7,661)(6,610)
Net Loan Servicing Fee$—$—
Incentive fee(C)8,0807,705
Incentive fee credit—(2,341)
Net Incentive Fee$8,080$5,364
Portfolio company fee credit(3,622)(3,897)
Syndicated loan fee credit—(32)
Incentive fee credit—(2,341)
Credits to Fees From Adviser - other(C)$(3,622)$(6,270)

(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.

(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, 2026, we recorded a net realized gain on investments of $1.5 million, which resulted primarily from a $1.8 million realized gain recognized on the redemption of our equity investment in Sokol, partially offset by a $0.3 million realized loss recognized on the exit of our investment in FES Resources Holdings LLC.

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.

Net Realized Gain (Loss) on Other

During the nine months ended June 30, 2026, we recorded net realized losses on other of $1.8 million, due primarily to the write-off of unamortized deferred offering costs upon the redemption of our 2026 Notes and 2028 Notes.

Net Unrealized Appreciation (Depreciation) of Investments

During the nine months ended June 30, 2026, we recorded net unrealized appreciation of investments in the aggregate amount of $2.2 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2026 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation)DepreciationNet Gain (Loss)
Dutch Gold Honey, Inc.$—$7,430$—$7,430
Engineering Manufacturing Technologies, LLC—3,672—3,672
Alsay Incorporated—2,029—2,029
OCI, LLC—2,012—2,012
Canopy Safety Brands, LLC—1,744—1,744
Giving Home Health Care, LLC—2,283(565)1,718
Sicilian Oven Restaurants LLC—1,066—1,066
Total Access Elevator, LLC—679—679
Axios Industrial Group, LLC—663—663
HH-Inspire Acquisition, Inc.—653—653
Ohio Armor Holdings, LLC—645—645
WB Xcel Holdings, LLC—636—636
Zero Case Holding Inc.—594—594
RPM Freight Systems, LLC—531—531
FES Resources Holdings LLC(325)—325—
Sokol & Company Holdings, LLC1,790—(1,790)—
Vet's Choice Radiology LLC—507(855)(348)
Altior Healthcare, LLC—(460)—(460)
NeoGraf Solutions, LLC—(526)—(526)
Triple H Food Processors, LLC—(720)—(720)
Imperative Holdings Corporation—(750)—(750)
Technical Resource Management, LLC—(993)—(993)
Defiance Integrated Technologies, Inc.—(1,346)—(1,346)
TNCP Intermediate HoldCo, LLC—(1,424)—(1,424)
Lonestar EMS, LLC—(5,105)—(5,105)
Eegee Acquisition Corp.—(8,447)—(8,447)
Other, net (<$500)33129(462)(300)
Total:$1,498$5,502$(3,347)$3,653

The primary driver of net unrealized appreciation of $2.2 million for the nine months ended June 30, 2026 was the improvement in the financial and operational performance of Dutch Gold Honey, Inc. and Engineering Manufacturing Technologies, LLC, partially offset by the decline in the financial and operational performance of Eegee Acquisition Corp. and Lonestar EMS, LLC.

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.

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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.