Form 8-K

8-K — GLADSTONE CAPITAL CORP

Accession: 0001193125-26-332851

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001143513

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d115483d8k.htm (Primary)

EX-99.1 (d115483dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d115483d8k.htm · Sequence: 1

8-K

GLADSTONE CAPITAL CORP false 0001143513 0001143513 2026-08-04 2026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 4, 2026

Gladstone Capital Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

814-00237

54-2040781

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100

McLean, Virginia

22102

(Address of Principal Executive Offices)

(Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

GLAD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 4, 2026, Gladstone Capital Corporation issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. The text of the press release is included as an exhibit to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of Gladstone Capital Corporation, dated August 4, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Gladstone Capital Corporation

Date: August 4, 2026

By:

/s/ Nicole Schaltenbrand

Nicole Schaltenbrand

Chief Financial Officer & Treasurer

EX-99.1

Filename: d115483dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Gladstone Capital Corporation Reports Financial Results for its

Third Quarter Ended June 30, 2026

McLean, VA, August 4, 2026: Gladstone Capital Corporation (Nasdaq: GLAD) (the “Company”) today announced earnings for its third

quarter ended June 30, 2026. Please read the Company’s Quarterly Report on Form 10-Q, filed today with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the

SEC’s website at www.sec.gov and the Investors section of the Company’s website at www.GladstoneCapital.com.

Summary Information (dollars in thousands, except per share data) (unaudited):

For the Quarter Ended:

June 30,

2026

March 31,

2026

Change

Total interest income

24,294

23,196

1,098

4.7

Total other income

201

2,796

(2,595

)

(92.8

)

Total expenses, net of credits

(13,490

)

(14,154

)

664

(4.7

)

Net investment income

11,005

11,838

(833

)

(7.0

)

Net investment income per common share

0.49

0.52

(0.03

)

(5.8

)

Cash distribution per common share

0.45

0.00

0.0

Net realized gain (loss)

(20

)

(570

)

550

(96.5

)

Net unrealized appreciation (depreciation)

3,014

4,779

(1,765

)

(36.9

)

Net increase (decrease) in net assets resulting from operations

13,270

15,459

(2,189

)

(14.2

)

Weighted average yield on interest-bearing investments

11.8

0.0

Total invested

82,090

43,560

38,530

88.5

Total repayments and net proceeds

40,226

46,306

(6,080

)

(13.1

)

As of:

June 30,

2026

March 31,

2026

Change

Total investments, at fair value

953,326

906,844

46,482

5.1

Fair value, as a percent of cost

98.4

98.0

0.4

Net asset value per common share

21.50

21.36

0.14

0.7

Third Fiscal Quarter 2026 Highlights:

•

Portfolio Activity: Invested $66.7 million in four new portfolio companies and $15.4 million in

existing portfolio companies contributing to the net originations of $41.9 million.

•

Portfolio Yield: Maintained portfolio weighted average yield at 11.8% despite asset turnover contributing

to increased net interest income.

•

Portfolio Performance: Net portfolio appreciation of $3.0 million ($0.13/share) as strong performers

outnumbered decliners which included an increase in non-earning investments to five companies or $26.7 million or 3.1% of debt investments at fair value.

•

Expanded Capital Base: Closed on $60.0 million 7% note issue due December 2029 expanding Bank Line

availability to more than $170 million.

-1-

Third Fiscal Quarter 2026 Results:

Interest income increased by $1.1 million, or 4.7%, for the quarter ended June 30, 2026, compared to the prior quarter ended March 31, 2026,

driven primarily by an increase in the weighted average principal balance of our interest-bearing investment portfolio to $822.4 million during the quarter ended June 30, 2026, as compared to $794.0 million during the quarter ended

March 31, 2026, an increase of $28.4 million, or 3.6%.

Other income decreased by $2.6 million quarter over quarter due to a one-time dividend and prepayment fee income received in the prior quarter versus no such amounts during the quarter ended June 30, 2026.

Total expenses decreased by $0.7 million, or 4.7%, quarter over quarter primarily due to a $0.8 million decrease in the net base management fee,

driven by increased deal origination fees which are credited to the base management fee, and a $0.2 million decrease in the gross incentive fee, driven by lower pre-incentive fee net investment income

quarter over quarter. These decreasing factors were offset by a $0.6 million increase in interest expense quarter over quarter. Interest expense on our Credit Facility increased $0.3 million quarter over quarter due to a $22.3 million

increase in the weighted average balance outstanding, driven by new deal activity in the current quarter. Interest expense on our notes payable increased by $0.3 million quarter over quarter due to the issuance of our 7.0% Notes due 2029 in

June 2026.

Net investment income for the quarter ended June 30, 2026 was $11.0 million, or $0.49 per share.

The net increase in net assets resulting from operations was $13.3 million, or $0.59 per share, for the quarter ended June 30, 2026, compared to

$15.5 million, or $0.68 per share, for the quarter ended March 31, 2026. The current quarter increase in net assets resulting from operations was primarily driven by $11.0 million of net investment income and $3.0 million of net

unrealized appreciation during the quarter.

Subsequent Events: Subsequent to June 30, 2026, the following significant events occurred:

•

Portfolio Activity:

•

In July 2026, our debt investment in Pan-Am Dental, LLC (“Pan-Am”) was refinanced. Our existing debt investment totaling $23.0 million was repaid at par, and we invested a total of $25.7 million in Pan-Am

through new secured first lien debt and additional equity.

•

In July 2026, our investment in Imperative Holdings Corporation paid off, which resulted in a net realized gain

on our common equity and the repayment of our debt investment of $11.0 million at par.

•

Distributions and Dividends Declared:

•

In July 2026, our Board of Directors declared the following distributions to common and preferred stockholders:

Record Date

Payment Date

Distribution per

Common Share

July 24, 2026

July 31, 2026

0.15

August 18, 2026

August 31, 2026

0.15

September 21, 2026

September 30, 2026

0.15

Total for the Quarter

0.45

Record Date

Payment Date

Distribution per

Series A Preferred

Stock

July 28, 2026

August 5, 2026

0.130208

August 26, 2026

September 4, 2026

0.130208

September 25, 2026

October 5, 2026

0.130208

Total for the Quarter

0.390624

Comments from Gladstone Capital’s CEO and President, Bob Marcotte: “The combination of strong lower middle

market deal flow and prevailing spreads supported a solid increase in our core net interest income last quarter and is key to sustaining our distributions and delivering strong economic returns for our shareholders over the balance of 2026.”

-2-

Conference Call for Stockholders: The Company will hold its earnings release conference call on

Wednesday, August 5, 2026, at 8:30 a.m. Eastern Time. Please call (866) 424-3437 to enter the conference call. An operator will monitor the call and set a queue for any questions. A replay of the

conference call will be available through August 12, 2026. To hear the replay, please dial (877) 660-6853 and use playback conference number 13760770. The replay of the conference call will be available

beginning approximately one hour after the call concludes. The live audio broadcast of the Company’s quarterly conference call will also be available online at www.GladstoneCapital.com. The event will be archived and available

for replay on the investors section of the Company’s website.

About Gladstone Capital Corporation: Gladstone Capital Corporation is a

publicly-traded business development company that invests in debt and equity securities, consisting primarily of secured first and second lien term loans to lower middle market businesses in the United States. Information on the business activities

of Gladstone Capital and the other publicly-traded Gladstone funds can be found at www.GladstoneCompanies.com.

To obtain a paper copy of

the Company’s most recent Form 10-Q, please contact the Company at 1521 Westbranch Drive, Suite 100, McLean, VA 22102, ATTN: Investor Relations. The financial information above is not comprehensive and

is without notes, so readers should obtain and carefully review the Company’s Form 10-Q for the quarter ended June 30, 2026, including the notes to the consolidated financial statements contained

therein.

Investor Relations Inquiries: Please visit www.gladstonecompanies.com or (703)

287-5893.

Forward-looking Statements:

The statements in this press release about future growth and shareholder returns are “forward-looking statements” within the meaning of

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements inherently involve certain risks and uncertainties in predicting future

results and conditions. Although these statements are based on our current plans that are believed to be reasonable as of the date of this press release, a number of factors could cause actual results and conditions to differ materially from these

forward-looking statements, including those factors described from time to time in our filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these

forward-looking statements that may be made to reflect any future events or otherwise, except as required by law.

-3-

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Document and Entity Information

Aug. 04, 2026

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