GLADSTONE CAPITAL CORP false 0001143513 0001143513 2024-08-22 2024-08-22 0001143513 us-gaap:CommonStockMember 2024-08-22 2024-08-22 0001143513 us-gaap:DeferrableNotesMember 2024-08-22 2024-08-22

 

 

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