GLADSTONE CAPITAL CORPfalse0001143513--09-30 0001143513 2023-10-10 2023-10-10 0001143513 us-gaap:CommonStockMember 2023-10-10 2023-10-10 0001143513 glad:A775NotesDue2028Member 2023-10-10 2023-10-10
 
 
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): October 10, 2023
 
 
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
7.75% notes due 2028   GLADZ   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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 10, 2023, the board of directors (the “Board”) of Gladstone Capital Corporation (the “Company”) approved and adopted the Fifth Amendment to the Company’s Bylaws, effective as of October 10, 2023 (the “Bylaw Amendment”). The Bylaw Amendment amended Article IV, Section 26 to revise the potential composition of the Executive Committee of the Board to not less than two members of the Board, one of whom will be the Chairman of the Board.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment. A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 10, 2023, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock and 6.25% Series A Cumulative Redeemable Preferred Stock for each of October, November and December 2023.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit No.
   
Description
3.1    Fifth Amendment to Bylaws of Gladstone Capital Corporation
99.1    Press Release issued by Gladstone Capital Corporation on October 10, 2023.
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: October 10, 2023     By:  
/s/ Nicole Schaltenbrand
      Nicole Schaltenbrand
      Chief Financial Officer & Treasurer
 

Exhibit 3.1

FIFTH AMENDMENT TO BYLAWS

OF

GLADSTONE CAPITAL CORPORATION

The following Amendment is hereby made to the Bylaws (the “Bylaws”) of Gladstone Capital Corporation, a Maryland corporation (the “Corporation”), as of October 10, 2023:

Article IV, Section 26 is hereby deleted in its entirety and replaced with the following:

Section 26. Executive Committee. The Board of Directors may, but need not, appoint an Executive Committee consisting of not fewer than two members, all of whom must also be members of the Board of Directors, one of whom shall be the Chairman of the Board of Directors, and one of whom shall be designated as the Chairman of the Executive Committee. Furthermore, the composition of the Executive Committee shall meet any applicable Securities and Exchange Commission regulations or any applicable Nasdaq or New York Stock Exchange listing requirements. The Executive Committee shall have and may exercise those rights, powers, and authority of the Board of Directors as may from time to time be granted to it by the Board of Directors, subject to any limitations imposed by law.

**************

Exhibit 99.1

 

LOGO

Gladstone Capital Announces Monthly Cash Distributions for

October, November and December 2023 and Conference Call Date

 

MCLEAN, VA, October 10, 2023 – Gladstone Capital Corporation (Nasdaq: GLAD) (the “Company”) announced today that its board of directors declared the following monthly cash distributions for October, November and December 2023 and also announced its plan to report earnings for its fourth fiscal quarter ended September 30, 2023.

Cash Distributions:

Common Stock: $0.0825 per share of common stock for each of October, November and December 2023, payable per the table below.

 

Record Date

    Payment Date    Cash Distribution  

October 20

    October 31    $ 0.0825  

November 20

    November 30    $ 0.0825  

December 18

    December 29    $ 0.0825  
     

 

 

  

Total for the Quarter:

    $ 0.2475  
     

 

 

  

The Company offers a dividend reinvestment plan (the “DRIP”) to its common stockholders. For more information regarding the DRIP, please visit www.gladstonecapital.com.

Series A Preferred Stock (Unlisted): $0.130208 per share of 6.25% Series A Cumulative Redeemable Preferred Stock for each of October, November and December 2023, payable per the table below:

 

Record Date

    Payment Date    Amount  

October 25

    November 3    $  0.130208

November 28

    December 5      0.130208

December 27

    January 5      0.130208
     

 

 

  

Total for the Quarter:

    $  0.390624
     

 

 

  

Earnings Announcement:

The Company also announced today that it plans to report earnings for the fourth fiscal quarter ended September 30, 2023, after the stock market closes on Monday, November 13, 2023. The Company will hold a conference call Tuesday, November 14, 2023 at 8:30 a.m. ET to discuss its earnings results. Please call (866) 424-3437 to enter the conference call. An operator will monitor the call and set a queue for questions.

A conference call replay will be available after the call and will be accessible through November 21, 2023. To hear the replay, please dial (877) 660-6853 and use playback conference number 13740895.

The live audio broadcast of the Company’s conference call will be available online at www.gladstonecapital.com. The event will be archived and available for replay on the Company’s website.

If you have questions prior to or following the earnings release you may e-mail them to capital@gladstonecompanies.com.

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 all the Gladstone funds can be found at www.gladstonecompanies.com.

Investor Relations Inquiries: Please visit www.gladstonecompanies.com or (703) 287-5893.

Source: Gladstone Capital Corporation

v3.23.3
Cover
Oct. 10, 2023
Document Information [Line Items]  
Entity Registrant Name GLADSTONE CAPITAL CORP
Amendment Flag false
Entity Central Index Key 0001143513
Document Type 8-K
Document Period End Date Oct. 10, 2023
Entity Incorporation State Country Code MD
Entity File Number 814-00237
Entity Tax Identification Number 54-2040781
Entity Address, Address Line One 1521 Westbranch Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code 703
Local Phone Number 287-5800
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Current Fiscal Year End Date --09-30
Common Stock [Member]  
Document Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol GLAD
Security Exchange Name NASDAQ
7.75% Notes due 2028 [Member]  
Document Information [Line Items]  
Security 12b Title 7.75% notes due 2028
Trading Symbol GLADZ
Security Exchange Name NASDAQ
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