Exhibit 3.1

GLADSTONE CAPITAL CORPORATION

ARTICLES OF AMENDMENT

Gladstone Capital Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, upon the Effective Time (as defined below), every two shares of Common Stock of the Corporation (the “Common Stock”), par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into one issued and outstanding share of Common Stock, par value $0.002 per share, without any further action by the Corporation or the holder thereof. Upon the Effective Time, no fractional shares of Common Stock of the Corporation will be or remain issued and the holder of each fractional share of Common Stock that would otherwise result from the Reverse Stock Split shall receive cash for the fair value of such fractional share.

SECOND: The amendment to the Charter as set forth above has been approved by at least a majority of the entire Board of Directors and the amendment is limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.

THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective at 4:05 p.m. Eastern Time, on April 4, 2024 (the Effective Time”).

FOURTH: The undersigned acknowledges the foregoing Articles of Amendment to be the corporate act of the Corporation and as to all matters and facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its General Counsel and Secretary on this 2nd day of April, 2024.

 

ATTEST:						GLADSTONE CAPITAL CORPORATION
/s/ Michael B. LiCalsi						By:		/s/ David Gladstone		(SEAL)
Name: Michael B. LiCalsi								Name: David Gladstone
Title: General Counsel and Secretary								Title: Chief Executive Officer