8-K
Gladstone Investment Corporationde (GAIN)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 4, 2025
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 814-00704 | 83-0423116 | |||
|---|---|---|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 1521 Westbranch Drive, Suite 100<br><br>McLean, Virginia | 22102 | |
| --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (703) 287-5800
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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(s) | Name of Each Exchange on Which<br><br>Registered |
|---|---|---|
| Common Stock, $0.001 par value per share | GAIN | The Nasdaq Stock Market LLC |
| 5.00% Notes due 2026 | GAINN | The Nasdaq Stock Market LLC |
| 4.875% Notes due 2028 | GAINZ | The Nasdaq Stock Market LLC |
| 8.00% Notes due 2028 | GAINL | The Nasdaq Stock Market LLC |
| 7.875% Notes due 2030 | GAINI | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
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. o
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2025, Gladstone Investment Corporation issued a press release announcing its financial results for its second fiscal quarter ended September 30, 2025. 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 issued by Gladstone Investment Corporation, dated November 4, 2025. |
| 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 Investment Corporation (Registrant) | ||
|---|---|---|
| November 4, 2025 | ||
| By: | /s/ Taylor Ritchie | |
| Taylor Ritchie | ||
| Chief Financial Officer and Treasurer |
Document
Gladstone Investment Corporation Reports Financial Results for its
Second Quarter Ended September 30, 2025
MCLEAN, VA, November 4, 2025: Gladstone Investment Corporation (Nasdaq:GAIN) (the "Company") today announced earnings for its second fiscal quarter ended September 30, 2025. 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 or the investors section of the Company's website at www.gladstoneinvestment.com.
Summary Information: (dollars in thousands, except per share data (unaudited)):
| September 30,<br>2025 | June 30,<br>2025 | Change | %<br>Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For the quarter ended: | |||||||||||
| Total investment income | $ | 25,279 | $ | 23,544 | $ | 1,735 | 7.4 | % | |||
| Total expenses, net(A) | 21,000 | 14,456 | 6,544 | 45.3 | % | ||||||
| Net investment income(A) | 4,279 | 9,088 | (4,809) | (52.9) | % | ||||||
| Net realized loss | (29,938) | — | (29,938) | NM | |||||||
| Net unrealized appreciation (depreciation) | 54,368 | (1,316) | 55,684 | NM | |||||||
| Net increase in net assets resulting from operations(A) | $ | 28,709 | $ | 7,772 | $ | 20,937 | 269.4 | % | |||
| Net investment income per weighted-average common share(A) | $ | 0.11 | $ | 0.25 | $ | (0.14) | (56.0) | % | |||
| Adjusted net investment income per weighted-average common share(B) | $ | 0.24 | $ | 0.24 | $ | — | — | % | |||
| Net increase in net assets resulting from operations per weighted-average common share(A) | $ | 0.75 | $ | 0.21 | $ | 0.54 | 257.1 | % | |||
| Cash distribution per common share from net investment income(C) | $ | 0.24 | $ | 0.27 | $ | (0.03) | (11.1) | % | |||
| Cash distribution per common share from net realized gains(C) | $ | — | $ | 0.51 | $ | (0.51) | (100.0) | % | |||
| Weighted-average yield on interest-bearing investments | 13.4 | % | 14.1 | % | (0.7) | % | (5.0) | % | |||
| Total dollars invested | $ | 71,036 | $ | 62,842 | $ | 8,194 | 13.0 | % | |||
| Total dollars repaid and collected from sales and recapitalization of investments | $ | 1,436 | $ | 4,370 | $ | (2,934) | (67.1) | % | |||
| Weighted-average shares of common stock outstanding - basic and diluted | 38,445,643 | 36,908,943 | 1,536,700 | 4.2 | % | ||||||
| Total shares of common stock outstanding | 39,591,037 | 37,352,676 | 2,238,361 | 6.0 | % | ||||||
| As of: | |||||||||||
| Total investments, at fair value | $ | 1,130,859 | $ | 1,036,745 | $ | 94,114 | 9.1 | % | |||
| Fair value, as a percent of cost | 109.0 | % | 103.9 | % | 5.1 | % | 4.9 | % | |||
| Net assets | $ | 535,843 | $ | 485,304 | $ | 50,539 | 10.4 | % | |||
| Net asset value per common share | $ | 13.53 | $ | 12.99 | $ | 0.54 | 4.2 | % | |||
| Number of portfolio companies | 28 | 27 | 1 | 3.7 | % |
NM = Not Meaningful
(A)Inclusive of $4.9 million, or $0.13 per weighted-average common share, of capital gains-based incentive fees accrued during the three months ended September 30, 2025 and $0.2 million, or $0.01 per weighted-average common share, of capital gains-based incentive fees reversed during the three months ended June 30, 2025, respectively. These fees were accrued/(reversed) in accordance with United States generally accepted accounting principles (“U.S. GAAP”), where such amounts were not contractually due under the terms of the investment advisory agreement for the respective periods. Also see discussion under Non-GAAP Financial Measure – Adjusted Net Investment Income below.
(B)See Non-GAAP Financial Measure - Adjusted Net Investment Income, below, for a description of this non-GAAP measure and a reconciliation from Net investment income to Adjusted net investment income, including on a weighted-average per share basis. The Company uses this non-GAAP financial measure internally in analyzing financial results and believes it is useful to investors as an additional tool to evaluate ongoing results and trends for the Company.
(C)Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of distributions for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date.
Highlights for the Quarter: During the quarter ended September 30, 2025, the following significant events occurred:
•Portfolio Activity:
◦In July 2025, we invested $67.6 million in a new portfolio company, Global GRAB Technologies, Inc. ("Global GRAB"), in the form of $46.5 million of secured first lien debt and $21.1 million of preferred equity. Global GRAB, headquartered in Franklin, Tennessee, is a provider of turnkey perimeter security and hostile vehicle mitigation systems, serving various government and commercial organizations.
◦In September 2025, we entered into a new $20.0 million secured first lien term loan with J.R. Hobbs Co. – Atlanta, LLC (“J.R. Hobbs”), restructuring our previously outstanding first lien term loans and line of credit with an aggregate total cost basis of $49.9 million, which resulted in a realized loss of $29.9 million.
•Distributions and Dividends:
◦Paid an $0.08 per common share distribution to common stockholders in each of July, August and September 2025.
•At-the-market (“ATM”) Program Activity:
◦Sold 2,238,361 shares of our common stock under our common stock ATM program at a weighted-average gross price of $14.10 per share and raised approximately $31.1 million in net proceeds. These sales were above our then-current NAV per share.
Second Quarter Results: Net investment income for the quarter ended September 30, 2025 was $4.3 million, or $0.11 per weighted-average common share, compared to net investment income of $9.1 million, or $0.25 per weighted-average common share, for the quarter ended June 30, 2025. This decrease was a result of an increase in total expenses, net of credits, primarily due to an increase in accruals for capital gains-based incentive fees and an increase in interest expense, partially offset by an increase in total investment income in the current quarter.
Total investment income for the quarters ended September 30, 2025 and June 30, 2025 was $25.3 million and $23.5 million, respectively. The increase quarter over quarter was due to a $1.0 million increase in interest income, primarily due to an increase in the weighted-average principal balance of our interest-bearing investment portfolio outstanding, as well as a $0.7 million increase in dividend and success fee income, the timing of which can be variable.
Total expenses, net of credits, for the quarters ended September 30, 2025 and June 30, 2025 was $21.0 million and $14.5 million, respectively. The increase quarter over quarter was primarily due to a $5.1 million increase in accruals for capital gains-based incentive fees in the current quarter, as a result of the net impact of realized and unrealized gains and losses, a $1.1 million increase in interest expense due to increased borrowings on the credit facility, a $0.4 million increase in base management fee and a $0.3 million increase in income-based incentive fees. The increase was partially offset by a $0.2 million increase in credits from Adviser.
Net asset value per common share as of September 30, 2025 was $13.53, compared to $12.99 as of June 30, 2025. The increase quarter over quarter was primarily due to net unrealized appreciation of investments of $54.5 million, or $1.42, which included $35.3 million, or $0.92 per common share, of unrealized appreciation and $19.1 million, or $0.50 per common share, of reversal of unrealized depreciation on our investment in J.R. Hobbs upon its restructure. The increase was also due to $4.3 million, or $0.11 per common share, of net investment income and $0.06 per common share of net accretive effect of equity offerings. These increases were partially offset by $29.9 million, or $0.78 per common share, of realized loss on investments and $9.3 million, or $0.24 per common share, of distributions paid to common shareholders.
Subsequent Events: After September 30, 2025, the following significant events occurred:
•Distributions and Dividends:
◦In October 2025, our Board of Directors declared the following monthly distributions to common stockholders:
| Record Date | Payment Date | Distribution per Common Share | |
|---|---|---|---|
| October 24, 2025 | October 31, 2025 | $ | 0.08 |
| November 17, 2025 | November 26, 2025 | 0.08 | |
| December 22, 2025 | December 31, 2025 | 0.08 | |
| Total for the Quarter: | $ | 0.24 |
•ATM program activity:
◦Subsequent to September 30, 2025, we sold 55,414 shares of our common stock under our common stock ATM program at a weighted-average gross price of $14.02 per share and raised approximately $0.8 million in net proceeds. These sales were above our then-current NAV per share.
Non-GAAP Financial Measure - Adjusted Net Investment Income: On a supplemental basis, the Company discloses Adjusted net investment income, including on a weighted-average per share basis, which is a financial measure that is calculated and presented on a basis of methodology other than in accordance with GAAP. Adjusted net investment income represents net investment income, excluding capital gains-based incentive fees. The Company uses this non-GAAP financial measure internally in analyzing financial results and believes that this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends for the Company. The Company's investment advisory agreement provides that a capital gains-based incentive fee is determined and paid annually with respect to realized capital gains (but not unrealized appreciation) to the extent such realized capital gains exceed realized capital losses and unrealized depreciation on investments for such year. However, under GAAP, a capital gains-based incentive fee is accrued if realized capital gains and unrealized appreciation of investments exceed realized capital losses and unrealized depreciation of investments. Refer to Note 4 - Related Party Transactions in our Quarterly Report on Form 10-Q for further discussion. The Company believes that Adjusted net investment income is a useful indicator of operations exclusive of any capital gains-based incentive fees, as net investment income does not include realized or unrealized investment activity associated with the capital gains-based incentive fee.
The following table provides a reconciliation of net investment income (the most comparable GAAP measure) to Adjusted net investment income for the periods presented (dollars in thousands, except per share amounts; unaudited):
| For the quarter ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | June 30, 2025 | |||||||
| Amount | Per Share<br><br>Amount | Amount | Per Share<br><br>Amount | |||||
| Net investment income | $ | 4,279 | $ | 0.11 | $ | 9,088 | $ | 0.25 |
| Capital gains-based incentive fee | 4,897 | 0.13 | (209) | (0.01) | ||||
| Adjusted net investment income | $ | 9,176 | $ | 0.24 | $ | 8,879 | $ | 0.24 |
| Weighted-average shares of common stock outstanding - basic and diluted | 38,445,643 | 36,908,943 |
Adjusted net investment income may not be comparable to similar measures presented by other companies, as it is a non-GAAP financial measure that is not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. In addition, Adjusted net investment income should be considered in addition to, not as a substitute for, or superior to, financial measures determined in accordance with GAAP.
Conference Call: The Company will hold its earnings release conference call on Wednesday, November 5, 2025, at 8:30 a.m. Eastern Time. Please call (866) 373-3416 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 November 12, 2025. To hear the replay, please dial (877) 660-6853 and use the playback conference number 13755537. The replay 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.gladstoneinvestment.com. The event will be archived and available for replay on the Company's website.
About Gladstone Investment Corporation: Gladstone Investment Corporation is a publicly traded business development company that seeks to make secured debt and equity investments in lower middle market businesses in the United States in connection with acquisitions, changes in control and recapitalizations. Information on the business activities of all the Gladstone funds can be found at www.gladstonecompanies.com.
To obtain a paper copy of our Quarterly Report on Form 10-Q, filed today with the SEC, 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 September 30, 2025, including the notes to the consolidated financial statements contained therein.
Investor Relations Inquiries: Please visit ir.gladstoneinvestment.com or call (703) 287-5893.
SOURCE: Gladstone Investment Corporation
Forward-looking Statements:
The statements in this press release regarding potential future distributions, earnings and operations of the Company are “forward-looking statements.” These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on the Company’s 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 the Company’s filings with the 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.
4