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GLADSTONE CAPITAL CORP

For the period ended Feb 6, 2025. Filed Dec 20, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 6, 2025 · Filed Dec 20, 2024

GLAD$19.38+0.3%Stored close · as of Nov 6, 2026
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DEF 14A 1 d869567ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
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1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 6, 2025

To the Stockholders of Gladstone Capital Corporation:

Notice Is Hereby Given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Gladstone Capital Corporation, a Maryland corporation, will be held on Thursday, February 6, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be a completely “virtual meeting.” You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting, by visitingwww.virtualshareholdermeeting.com/GLAD202**5 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

(1)To elect two directors, John H. Outland and David Gladstone, to be elected by the holders of common stock and preferred stock, voting together as a single class, to serve until the 2028 Annual Meeting of Stockholders and until his successor is elected and qualified; and
(2)To ratify the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2025.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

We intend to mail these materials on or about December 20, 2024 to all stockholders of record entitled to vote at the Annual Meeting. Our Board of Directors has fixed the close of business on Friday, December 6, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be

held on Thursday, February 6, 2025 at 11:00 a.m. Eastern Time, virtually, in a live webcast atwww.virtualshareholdermeeting.com/GLAD2025.** **

The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 are also available atwww.proxyvote.com.

By Order of the Board of Directors

Michael LiCalsi

General Counsel and Secretary

McLean, Virginia

December 20, 2024

ALL OF OUR STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIA WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, SUBMIT YOUR PROXY ELECTRONICALLY VIA THE INTERNET, OR VOTE BY PROXY OVER THE TELEPHONE, AS INSTRUCTED IN THESE MATERIALS. SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS PROMPTLY WILL ASSIST US IN REDUCING THE EXPENSES OF ADDITIONAL PROXY SOLICITATION, BUT IT WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE ANNUAL MEETING (AND, IF YOU ARE NOT A STOCKHOLDER OF RECORD, YOU HAVE OBTAINED A LEGAL PROXY FROM THE BANK, BROKER, TRUSTEE OR OTHER NOMINEE THAT HOLDS YOUR SHARES GIVING YOU THE RIGHT TO VOTE THE SHARES AT THE ANNUAL MEETING).

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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.