GLADSTONE CAPITAL CORP
For the period ended Feb 5, 2026. Filed Dec 19, 2025.
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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 5, 2026 · Filed Dec 19, 2025
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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
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under to §240.14a-12 |
GLADSTONE CAPITAL CORP ORATION
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 5, 2026
To the Stockholders of Gladstone Capital Corporation:
Notice Is Hereby Given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Gladstone Capital Corporation, a Maryland corporation, will be held on Thursday, February 5, 2026, 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/GLAD2026 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, Michela A. English and Anthony W. Parker, to be elected solely by the holders of preferred stock, voting as a single class, with each such director to serve until the 2029 Annual Meeting of Stockholders and until his or her 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, 2026. |
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 19, 2025 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 5, 2025 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 5, 2026 at 11:00 a.m. Eastern Time, virtually, in a live webcast at
www.virtualshareholdermeeting.com/GLAD2026.
The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 are also available atwww.proxyvote.com.
By Order of the Board of Directors
Michael LiCalsi
Co-General Counsel and Co-Secretary
McLean, Virginia
December 19, 2025
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).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.