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): August 22, 2024

 

Gladstone Capital Corporation

(Exact name of registrant as specified in its charter)

 

 

Maryland		814-00237		54-2040781
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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 (§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. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2024, Gladstone Capital Corporation (the “Company”) announced the election of Katharine Cornell Gorka to its Board of Directors (the “Board”), effective August 22, 2024. Ms. Gorka will join the 2027 class of Directors for the Company as an independent director, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board has named Ms. Gorka to its Ethics, Nominating and Corporate Governance Committee.

Ms. Gorka will be compensated on a pro-rated basis for her service on the Board in accordance with the Company’s compensation program for independent directors, as set forth in the Company’s proxy statement for its 2024 annual meeting of stockholders.

There are no other arrangements or understandings between Ms. Gorka and any other person pursuant to which she was elected as a director of the Company. There are no transactions between Ms. Gorka and the Company that would be reportable under Item 404(a) of Regulation S-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit  No.		Description
99.1		Press Release dated August 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

 

Dated: August 22, 2024				GLADSTONE CAPITAL CORPORATION
				By:		/s/ Nicole Schaltenbrand
						Nicole Schaltenbrand
						Chief Financial Officer & Treasurer