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

Exhibit 99.1

 

LOGO

Gladstone Capital Corporation Announces Election of

Katharine Cornell Gorka as Director

 

 

McLean, VA, August 22, 2024: Gladstone Capital Corporation (Nasdaq: GLAD) (the “Company”) announced that Katharine Cornell Gorka has been elected to the 2027 class of Directors for the Company, effective August 22, 2024. Ms. Gorka, 64, is the President of Threat Knowledge Group, which provides training and expertise on threats to U.S. national security, and also serves as the chair of the Fairfax County Republican Party. Ms. Gorka previously served as a Senior Policy Advisor in the Office of Policy at the U.S. Department of Homeland Security from 2017 until 2020. In 2020, Ms. Gorka served as Press Secretary for U.S. Customs and Border Protection, and from 2020 to 2022 she served as the Director for the Civil Society at The Heritage Foundation. Ms. Gorka graduated from the University of North Carolina at Chapel Hill with highest honors in 1978 and received her M.Sc. in Economics with Distinction from the London School of Economics in 1987. The Company believes Ms. Gorka’s background and experience, including her management expertise and strategic analyses, will add value to its Board of Directors by further expanding its knowledge and expertise base, as well as its diversity of views.

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.

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

 

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Document and Entity Information
Aug. 22, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name GLADSTONE CAPITAL CORP
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Entity Central Index Key 0001143513
Document Type 8-K
Document Period End Date Aug. 22, 2024
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
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Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol GLAD
Security Exchange Name NASDAQ
Deferrable Notes [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 7.75% notes due 2028
Trading Symbol GLADZ
Security Exchange Name NASDAQ
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