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GLADSTONE INVESTMENT CORPORATION\DE

For the period ended Sep 30, 2026. Filed Nov 9, 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.

Sep 30, 2026 · Filed Nov 9, 2026

GAIN$15.01-0.5%Stored close · as of Nov 10, 2026

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Item 2. Results of Operations

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025

For the Three Months Ended September 30,
20262025Change% Change
INVESTMENT INCOME
Interest income$24,072$22,669$1,4036.2%
Dividend and success fee income912,610(2,519)(96.5)%
Total investment income24,16325,279(1,116)(4.4)%
EXPENSES
Base management fee6,8595,4571,40225.7%
Loan servicing fee2,9232,932(9)(0.3)%
Incentive fee2,4435,207(2,764)(53.1)%
Administration fee479520(41)(7.9)%
Interest expense on borrowings10,8409,6311,20912.6%
Amortization of deferred financing costs and discounts875910(35)(3.8)%
Other1,05191313815.1%
Expenses before credits from Adviser25,47025,570(100)(0.4)%
Credits to fees from Adviser(6,156)(4,570)(1,586)34.7%
Total expenses, net of credits to fees19,31421,000(1,686)(8.0)%
NET INVESTMENT INCOME4,8494,27957013.3%
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments—(29,938)29,938(100.0)%
Net unrealized appreciation12,21454,368(42,154)(77.5)%
Net realized and unrealized gain (loss)12,21424,430(12,216)(50.0)%
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$17,063$28,709$(11,646)(40.6)%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted39,821,96738,445,6431,376,3243.6%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income$0.12$0.11$0.019.1%
Net increase in net assets resulting from operations$0.43$0.75$(0.32)(42.7)%

Investment Income

Total investment income decreased $1.1 million, or 4.4%, for the three months ended September 30, 2026, as compared to the prior year period, primarily due to a decrease in dividend and success fee income, partially offset by an increase in interest income.

Interest income from our investments in debt securities increased $1.4 million, or 6.2%, for the three months ended September 30, 2026, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the weighted-average 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 during the three months ended September 30, 2026 was $734.2 million, compared to $668.9 million for the prior year period. The weighted-average yield on our interest-bearing investments, excluding cash and cash equivalents and receipts recorded as dividend and success fee income, was 13.0% for the three months ended September 30, 2026, compared to 13.4% for the prior year period. The weighted-average yield may vary from period to period, based on the current stated interest rate on interest-bearing investments, coupled with any collection of past due interest during the period. During the three months ended September 30, 2026, we collected $0.1 million in past due interest from Diligent Delivery Systems ("Diligent") which is currently on non-accrual status. During the three months ended September 30, 2025, we collected $0.3 million in past due interest from J.R. Hobbs Co. - Atlanta, LLC ("J.R. Hobbs") that was previously on non-accrual status.

As of September 30, 2026, our loans on non-accrual status were $40.3 million at cost and $7.1 million at fair value, which represent 4.9% and 0.9% of all debt investments in our portfolio at cost and fair value, respectively. As of September 30, 2025, our loans on non-accrual status were $40.3 million at cost and $18.7 million at fair value, which represent 5.5% and 2.7% of all debt investments in our portfolio at cost and fair value, respectively.

As of September 30, 2026 and March 31, 2026, SFEG represented 15.6% and 19.8% of the total investment portfolio at fair value, respectively.

Dividend and success fee income for the three months ended September 30, 2026 decreased $2.5 million, or 96.5%, from the prior year period. During the three months ended September 30, 2026, dividend and success fee income consisted of $0.1 million of dividend income. During the three months ended September 30, 2025, dividend and success fee income consisted of $2.6 million of dividend income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, decreased $1.7 million, or 8.0%, during the three months ended September 30, 2026, as compared to the prior year period, primarily due to a decrease in incentive fees and an increase in fee credits from the Adviser, partially offset by an increase in the base management fee and interest expense.

In accordance with GAAP, during the three months ended September 30, 2026, we recorded a $2.4 million capital gains-based incentive fee compared to a $4.9 million capital gains-based incentive fee during the three months ended September 30, 2025. The capital gains-based incentive fee is a result of the net impact of net realized gains (losses) and net unrealized appreciation (depreciation) on investments during the respective periods.

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

Three Months Ended September 30,
20262025
Average total assets subject to base management fee(A)(B)$1,371,800$1,091,400
Multiplied by prorated annual base management fee of 2.0%0.5%0.5%
Base management fee(C)$6,859$5,457
Credits to fees from Adviser - other(C)(3,233)(1,638)
Net base management fee$3,626$3,819
Loan servicing fee(C)$2,923$2,932
Credits to base management fee - loan servicing fee(C)(2,923)(2,932)
Net loan servicing fee$—$—
Incentive fee – income-based$—$310
Incentive fee – capital gains-based(D)2,4434,897
Total incentive fee(C)$2,443$5,207
Credits to fees from Adviser - other(C)——
Net total incentive fee$2,443$5,207

(A)Average total assets subject to the base management fee is defined in the Advisory Agreement 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 as a line item on our accompanying Consolidated Statements of Operations.

(D)The capital gains-based incentive fees are recorded in accordance with GAAP and do not necessarily reflect amounts contractually due under the terms of the Advisory Agreement.

Interest expense on borrowings increased $1.2 million, or 12.6%, during the three months ended September 30, 2026, as compared to the prior year period, primarily due to increased borrowings on our Credit Facility and the issuance of the 6.875% 2028 Notes in November 2025 and the 7.125% 2031 Notes in February 2026, partially offset by the redemption of the 8.00% 2028 Notes in December 2025, redemption of the 5.00% 2026 Notes in May 2026 and a decrease in the effective interest rate on the Credit Facility. The weighted-average balance outstanding on our Credit Facility during the three months ended September 30, 2026 was $219.6 million, compared to $107.6 million in the prior year period. The effective interest rate on our Credit Facility, excluding the impact of deferred financing costs, during the three months ended September 30, 2026 was 7.1%, as compared to 8.9% in the prior year period. The decrease in the effective interest rate on the Credit Facility was primarily a result of lower interest rates on the drawn portion of our Credit Facility and a decrease in unused commitment fees on the undrawn portion of the Credit Facility during the three months ended September 30, 2026.

Realized and Unrealized Gain (Loss)

The realized gains (losses) and unrealized appreciation (depreciation) across our investments for the three months ended September 30, 2026 and 2025 were as follows:

Portfolio CompanyRealized Gain (Loss) on InvestmentsUnrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Pyrotek Special Effects, Inc.$—$8,152$—$8,152
Schylling, Inc.—8,054—8,054
Brunswick Bowling Products, Inc.—6,954—6,954
Nielsen-Kellerman Acquisition Corp.—5,511—5,511
ImageWorks Display and Marketing Group, Inc.—4,895—4,895
UPB Acquisition, Inc.—3,864—3,864
Mason West, LLC—3,529—3,529
Diligent Delivery Systems—2,701—2,701
Smart Chemical Solutions, LLC—1,903—1,903
Horizon Facilities Services, Inc.—1,424—1,424
Global GRAB Technologies, Inc.—1,216—1,216
Educators Resource, Inc.—(1,533)—(1,533)
Detroit Defense, Inc.—(2,995)—(2,995)
Old World Christmas, Inc.—(4,184)—(4,184)
The E3 Company, LLC—(7,278)—(7,278)
B+T Group Acquisition, Inc.—(7,459)—(7,459)
Dema/Mai Holdings, Inc.—(13,019)—(13,019)
Other, net (<$1.0 million, net)—479—479
Total$—$12,214$—$12,214
Portfolio CompanyRealized Gain (Loss) on InvestmentsUnrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
SFEG Holdings, Inc.$—$20,553$—$20,553
The E3 Company, LLC—10,769—10,769
Schylling, Inc.—5,683—5,683
Dema/Mai Holdings, Inc.—4,417—4,417
Brunswick Bowling Products, Inc.—3,378—3,378
J.R. Hobbs Co. - Atlanta, LLC(29,938)12,36219,1041,528
Ginsey Home Solutions, Inc.—1,208—1,208
Horizon Facilities Services, Inc.—978—978
Phoenix Door Systems, Inc.—(1,026)—(1,026)
Pyrotek Special Effects, Inc.—(1,169)—(1,169)
Home Concepts Acquisition, Inc.—(1,286)—(1,286)
The Maids International, LLC—(1,288)—(1,288)
Smart Chemical Solutions, LLC—(1,694)—(1,694)
PSI Molded Plastics, Inc.—(2,104)—(2,104)
Educators Resource, Inc.—(2,429)—(2,429)
Detroit Defense, Inc.—(2,578)—(2,578)
Old World Christmas, Inc.—(2,669)—(2,669)
Diligent Delivery Systems—(2,707)—(2,707)
UPB Acquisition, Inc.—(5,201)—(5,201)
Other, net (<$1.0 million, net)—151—151
Total$(29,938)$35,348$19,104$24,514

Net Realized Gain (Loss) on Investments

During the three months ended September 30, 2026, we did not record any net realized gains or losses on investments. During the three months ended September 30, 2025, we recorded net realized losses on investments of $29.9 million, due to the realized loss from the restructuring of J.R. Hobbs.

Net Unrealized Appreciation (Depreciation) on Investments

Net unrealized appreciation on investments of $12.2 million for the three months ended September 30, 2026 was primarily due to the increased performance of certain of our portfolio companies and changes in economic conditions that led to an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies. These increases were partially offset by decreased performance of certain of our portfolio companies.

Across our entire investment portfolio, we recorded net unrealized appreciation of$12.2 million on ourequity investments and net unrealized depreciation of $34 thousand on our debt investmentsfor thethree months ended September 30, 2026. As of September 30, 2026, the fair value of our investment portfolio exceeded the cost basis by $249.8 million, compared to June 30, 2026, when the fair value of our investment portfolio exceeded the cost basis by $237.6 million. This resulted in net unrealized appreciation of$12.2 million for thethree months ended September 30, 2026. Our entire portfolio had a fair value of 121.1% of cost as of September 30, 2026.

Net unrealized appreciation on investments of $54.5 million for the three months ended September 30, 2025 was primarily due to increased performance of certain of our portfolio companies and the reversal of previously recorded unrealized depreciation related to our investment in J.R. Hobbs upon its restructure. These increases were partially offset by decreased performance of certain of our portfolio companies and changes in economic conditions that led to a decrease in transaction multiples used to estimate the fair value of certain of our portfolio companies.

Comparison of the Six Months Ended September 30, 2026 to the Six Months Ended September 30, 2025

For the Six Months Ended September 30,
20262025Change% Change
INVESTMENT INCOME
Interest income$46,747$44,317$2,4305.5%
Dividend and success fee income5,7714,5061,26528.1%
Total investment income52,51848,8233,6957.6%
EXPENSES
Base management fee13,39210,5372,85527.1%
Loan servicing fee5,8855,6042815.0%
Incentive fee(3,123)4,998(8,121)(162.5)%
Administration fee971953181.9%
Interest expense on borrowings20,69618,1302,56614.2%
Amortization of deferred financing costs and discounts1,8551,820351.9%
Other2,3142,05525912.6%
Expenses before credits from Adviser41,99044,097(2,107)(4.8)%
Credits to fees from Adviser(10,248)(8,641)(1,607)18.6%
Total expenses, net of credits to fees31,74235,456(3,714)(10.5)%
NET INVESTMENT INCOME20,77613,3677,40955.4%
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments(9,000)(29,938)20,938NM
Net unrealized (depreciation) appreciation(6,568)53,052(59,620)NM
Net realized and unrealized (loss) gain(15,568)23,114(38,682)(167.4)%
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$5,208$36,481$(31,273)(85.7)%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted39,821,96737,681,4912,140,4765.7%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income$0.52$0.35$0.1748.6%
Net increase in net assets resulting from operations$0.13$0.97$(0.84)(86.6)%

NM = Not Meaningful

Investment Income

Total investment income increased $3.7 million, or 7.6%, for the six months ended September 30, 2026, as compared to the prior year period, primarily due to an increase in interest income and dividend and success fee income.

Interest income from our investments in debt securities increased $2.4 million, or 5.5%, for the six months ended September 30, 2026, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the weighted-average 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 during the six months ended September 30, 2026 was $719.9 million, compared to $639.6 million for the prior year period. The weighted-average yield on our interest-bearing investments, excluding cash and cash equivalents and receipts recorded as dividend and success fee income, was 12.9% for the six months ended September 30, 2026, compared to 13.7% for the prior year period. The weighted-average yield may vary from period to period, based on the current stated interest rate on interest-bearing investments, coupled with any collection of past due interest during the period. During the six months ended September 30, 2026, we collected $0.1 million in past due interest from Diligent which is currently on non-accrual status. During the six months ended September 30, 2025 we collected $1.8 million in past due interest from portfolio companies that were previously on non-accrual status, including $1.5 million from SFEG and $0.3 million from J.R. Hobbs.

As of September 30, 2026, our loans on non-accrual status were $40.3 million at cost and $7.1 million at fair value, which represent 4.9% and 0.9% of all debt investments in our portfolio at cost and fair value, respectively. As of September 30, 2025, our loans on non-accrual status were $40.3 million at cost and $18.7 million at fair value, which represent 5.5% and 2.7% of all debt investments in our portfolio at cost and fair value, respectively.

As of September 30, 2026 and March 31, 2026, SFEG represented 15.6% and 19.8% of the total investment portfolio at fair value, respectively.

Dividend and success fee income for the six months ended September 30, 2026 increased $1.3 million, or 28.1% from the prior year period. During the six months ended September 30, 2026, dividend and success fee income consisted of $5.6 million of success fee income and $0.2 million of dividend income. During the six months ended September 30, 2025, dividend and success fee income consisted of $3.7 million of dividend income and $0.8 million of success fee income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, decreased $3.7 million, or 10.5%, during the six months ended September 30, 2026, as compared to the prior year period, primarily due to a decrease in incentive fees and an increase in fee credits from the Adviser, partially offset by an increase in base management fee and interest expense.

In accordance with GAAP, we recorded a $3.1 million reversal of capital gains-based incentive fee during the six months ended September 30, 2026, compared to a $4.7 million capital gains-based incentive fee recorded during the six months ended September 30, 2025. The capital gains-based incentive fee was a result of the net impact of net realized gains and net unrealized appreciation (depreciation) on investments during the respective periods.

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

Six Months Ended September 30,
20262025
Average total assets subject to base management fee(A)$1,339,200$1,053,700
Multiplied by prorated annual base management fee of 2.0%1.0%1.0%
Base management fee(B)$13,392$10,537
Credits to fees from Adviser - other(B)(4,363)(3,037)
Net base management fee$9,029$7,500
Loan servicing fee(B)$5,885$5,604
Credits to base management fee - loan servicing fee(B)(5,885)(5,604)
Net loan servicing fee$—$—
Incentive fee – income-based$—$310
Incentive fee – capital gains-based(C)(3,123)4,688
Total incentive fee(B)$(3,123)$4,998
Credits to fees from Adviser - other(B)——
Net total incentive fee$(3,123)$4,998

(A)Average total assets subject to the base management fee is defined in the Advisory Agreement 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)Reflected as a line item on our Consolidated Statements of Operations.

(C)The capital gains-based incentive fees are recorded in accordance with GAAP and do not necessarily reflect amounts contractually due under the terms of the Advisory Agreement.

Interest expense increased $2.6 million, or 14.2%, during the six months ended September 30, 2026, as compared to the prior year period, primarily due to interest expense related to increased borrowings on the Credit Facility and the issuance of the 6.875% 2028 Notes in November 2025 and the 7.125% 2031 Notes in February 2026, partially offset by a decrease in the effective interest rate, the redemption of the 8.00% 2028 Notes in December 2025 and the redemption of the 5.00% 2026 Notes in May 2026. The weighted-average balance outstanding on the Credit Facility during the six months ended September 30, 2026 was $168.5 million as compared to $72.2 million in the prior year period. The effective interest rate on the Credit Facility, excluding the impact of deferred financing costs, during the six months ended September 30, 2026 was 7.5%, as compared to 10.2% in the prior year period. The decrease in the effective interest rate on the Credit Facility was primarily a result of lower interest rates on the drawn portion of our Credit Facility and a decrease in unused commitment fees on the undrawn portion of the Credit Facility during the six months ended September 30, 2026.

Other expenses increased $0.3 million, or 12.6%, during the six months ended September 30, 2026, as compared to the prior year period, due to an increase in bad debt expense, partially offset by a decrease in professional fees.

Realized and Unrealized Gain (Loss)

The realized gains (losses) and unrealized appreciation (depreciation) across our investments for the six months ended September 30, 2026 and 2025 were as follows:

Portfolio CompanyRealized Gain (Loss) on InvestmentsUnrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Schylling, Inc.$—$11,480$—$11,480
Pyrotek Special Effects, Inc.—9,938—9,938
Brunswick Bowling Products, Inc.—9,512—9,512
Galaxy Technologies Holdings, Inc.—8,612—8,612
ImageWorks Display and Marketing Group, Inc.—7,979—7,979
UPB Acquisition, Inc.—6,725—6,725
Diligent Delivery Systems—6,469—6,469
Nielsen-Kellerman Acquisition Corp.—5,756—5,756
Mason West, LLC—4,341—4,341
Smart Chemical Solutions, LLC—3,506—3,506
PSI Molded Plastics, Inc.—1,244—1,244
Ginsey Home Solutions, Inc.—1,175—1,175
Sun State Nursery and Landscaping, LLC—1,096—1,096
Old World Christmas, Inc.—(1,337)—(1,337)
Educators Resource, Inc.—(1,340)—(1,340)
Global GRAB Technologies, Inc.—(2,672)—(2,672)
Rowan Energy Inc.—(2,820)—(2,820)
Home Concepts Acquisition, Inc.(9,000)1703,621(5,209)
The E3 Company, LLC—(5,902)—(5,902)
B+T Group Acquisition, Inc.—(7,942)—(7,942)
Detroit Defense, Inc.—(13,796)—(13,796)
Dema/Mai Holdings, Inc.—(17,176)—(17,176)
SFEG Holdings, Inc.—(36,184)—(36,184)
Other, net (<$1.0 million, net)—931—931
Total$(9,000)$(10,235)$3,621$(15,614)
Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
SFEG Holdings, Inc.$—$25,106$—$25,106
The E3 Company, LLC—13,465—13,465
J.R. Hobbs Co. - Atlanta, LLC(29,938)12,87319,1042,039
Schylling, Inc.—8,665—8,665
ImageWorks Display and Marketing Group, Inc.—4,904—4,904
Dema/Mai Holdings, Inc.—4,172—4,172
Horizon Facilities Services, Inc.—2,078—2,078
Mason West, LLC—1,834—1,834
Nielsen-Kellerman Acquisition Corp.—1,371—1,371
Old World Christmas, Inc.—(1,296)—(1,296)
Smart Chemical Solutions, LLC—(1,694)—(1,694)
Detroit Defense, Inc.—(1,797)—(1,797)
Ginsey Home Solutions, Inc.—(2,260)—(2,260)
Diligent Delivery Systems—(2,332)—(2,332)
Phoenix Door Systems, Inc.—(2,626)—(2,626)
UPB Acquisition, Inc.—(2,706)—(2,706)
Brunswick Bowling Products, Inc.—(3,014)—(3,014)
Galaxy Technologies Holdings, Inc.—(3,480)—(3,480)
The Maids International, LLC—(5,016)—(5,016)
Educators Resource, Inc.—(5,734)—(5,734)
PSI Molded Plastics, Inc.—(8,238)—(8,238)
Other, net (<$1.0 million, net)—26—26
Total$(29,938)$34,301$19,104$23,467

Net Realized Gain (Loss)

During the six months ended September 30, 2026, we recorded net realized losses on investments of $9.0 million, due to the realized loss from the restructuring of Home Concepts. During the six months ended September 30, 2025, we recorded net realized losses on investments of $29.9 million, due to the realized loss from the restructuring of J.R. Hobbs.

Net Unrealized Appreciation (Depreciation) on Investments

Net unrealized depreciation of investments of $6.6 million for the six months ended September 30, 2026 was primarily due to the decreased performance of certain of our portfolio companies. These decreases were partially offset by increased performance of certain of our portfolio companies, an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies and the reversal of previously recorded unrealized depreciation related to our investment in Home Concepts upon its restructure.

Across our entire investment portfolio, we recorded net unrealized depreciation of $12.6 million on ourequity positions and appreciation of $6.0 million on our debt positions, for thesix months ended September 30, 2026. As of September 30, 2026, the fair value of our investment portfolio exceeded the cost basis by$249.8 million, as compared to March 31, 2026, when the fair value of our investment portfolio exceeded the cost basis by$256.4 million, representing net unrealized depreciation of$6.6 million for thesix months ended September 30, 2026. Our entire portfolio had a fair value of 121.1% of cost as of September 30, 2026.

Net unrealized appreciation of investments of $53.4 million for the six months ended September 30, 2025 was primarily due to the increased performance of certain of our portfolio companies and the reversal of previously recorded unrealized depreciation related to our investment in J.R. Hobbs upon its restructure. These increases were partially offset by decreased performance of certain of our portfolio companies and a decrease in transaction multiples used to estimate the fair value of certain of our portfolio companies.

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