8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2022

Gladstone Capital Corporation

(Exact name of registrant as specified in its charter)

(703) 287-5800

(Registrant’s telephone number, including area code)

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:

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

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  ☐

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.  ☐

On February 2, 2022, Gladstone Capital Corporation issued a press release announcing its financial results for the fiscal quarter ended December 31, 2021. 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.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

Gladstone Capital Corporation Reports Financial Results for its

First Quarter Ended December 31, 2021

McLean, VA, February 2, 2022: Gladstone Capital Corporation (Nasdaq: GLAD) (the “Company”) today announced earnings for its first fiscal quarter ended December 31, 2021. 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.

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

First Fiscal Quarter 2022 Highlights:

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First Fiscal Quarter 2022 Results:

Total investment income during the quarters ended December 31, 2021 and September 30, 2021 was $16.2 million and $14.4 million, respectively. The quarter over quarter increase was primarily due to a $1.6 million increase in success fees received associated with the exit of Lignetics, Inc. Interest income declined by $0.4 million quarter over quarter as the average interest-bearing investment portfolio increase of 1.4% did not offset the $0.6 million of past due interest received during the prior quarter.

Total expenses decreased by $0.5 million, quarter over quarter, primarily due to a $1.3 million decrease in the net base management fee due to the Adviser as a result of higher fee credits associated with the elevated level of originations, partially offset by a $0.6 million increase in the net incentive fee due to the Adviser.

Net investment income for the quarter ended December 31, 2021 was $9.2 million, an increase of 33.9%, as compared to the prior quarter, or $0.27 per share and covered the dividends paid of $0.195 by 137%.

The net increase in net assets resulting from operations was $12.1 million, or $0.35 per share, for the quarter ended December 31, 2021, compared to $32.7 million, or $0.98 per share, for the quarter ended September 30, 2021. The current quarter increase was driven by the increase in net investment income and $2.9 million in net realized and unrealized gains.

Subsequent Events: Subsequent to December 31, 2021, the following significant events occurred:

Comments from Gladstone Capital ’ s President, Bob Marcotte : “We are pleased to report that we were able to capitalize on the heightened level of deal activity last quarter and increase our first lien loans while generating a significant realized gain and maintaining our weighted average yield. The elevated deal activity also boosted fee income, which in addition to our portfolio appreciation, helped lift the Company’s ROE to 15.1% for the quarter and 27.9% for all of 2021. While 2021 ended on a high note, we expect our core lower middle market portfolio strategy and conservative balance sheet leverage to position us well to continue to grow our earnings over the balance of 2022.”

Conference Call forStockholders: The Company will hold its earnings release conference call on Thursday, February 3, 2022, at 8:30 a.m. EST. 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 February 10, 2022. To hear the replay, please dial (877) 660-6853 and use playback conference number 13725347. 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.

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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 December 31, 2021, including the notes to the consolidated financial statements contained therein.

Investor Relations Inquiries: Please visit www.gladstonecompanies.com or +1-703-287-5893.

Forward-looking Statements:

The statements in this press release about future growth and shareholder returns are “forward-looking statements” within the meaning ofSection 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 futureresults 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 theseforward-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 theseforward-looking statements that may be made to reflect any future events or otherwise, except as required by law.

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