GLAD Sets Feb 5 Virtual Shareholder Meeting; Board, Auditor Votes Loom

TL;DR

**GLAD's upcoming virtual meeting is a routine governance check, but preferred shareholders need to show up to re-elect their board reps and ensure auditor continuity.**

AI Summary

Gladstone Capital Corporation (GLAD) is holding its 2026 Annual Meeting of Stockholders on February 5, 2026, as a virtual meeting. Stockholders will vote on two key proposals: the re-election of two independent directors, Michela A. English and Anthony W. Parker, by preferred stockholders, and the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending September 30, 2026. As of the record date, December 5, 2025, there were 22,593,069 shares of common stock and 1,255,077 shares of preferred stock outstanding. The election of directors requires a plurality vote from preferred stockholders, while the auditor ratification needs a majority vote from common and preferred stockholders combined. The company will bear the solicitation costs, and proxy materials were mailed around December 19, 2025.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Gladstone Capital, directly impacting investor confidence and operational oversight. The re-election of Michela A. English and Anthony W. Parker, specifically by preferred stockholders, highlights the company's commitment to independent board representation, which is crucial for sound decision-making and investor protection. Ratifying PwC as the auditor ensures continued financial transparency and accountability, a key factor for investors assessing GLAD's financial health in a competitive BDC market. For employees and customers, stable governance signals a reliable corporate environment, while the virtual meeting format reflects modern shareholder engagement practices.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters: director elections and auditor ratification. There are no indications of contentious proposals, significant executive compensation changes, or other red flags that would suggest a 'medium' or 'high' risk. The proposals are standard for an annual meeting, focusing on maintaining board structure and financial oversight.

Analyst Insight

Investors should promptly review their proxy materials and vote on the proposals, particularly preferred stockholders regarding director elections. While the proposals appear routine, active participation ensures proper governance and signals engagement to the company's management. Ratifying PwC is a standard practice that supports financial transparency.

Key Numbers

• 2026-02-05 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• 2025-12-05 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 22,593,069 — Common Stock Shares Outstanding (Number of common shares entitled to vote as of the record date)
• 1,255,077 — Preferred Stock Shares Outstanding (Number of preferred shares entitled to vote as of the record date)
• 11,924,074 — Quorum Requirement (Majority of outstanding common and preferred shares needed for a valid meeting)
• 2 — Directors for Election (Number of directors to be elected solely by preferred stockholders)
• 3 — Director Term Length (Years) (Term length for elected directors until the 2029 Annual Meeting)
• 2026-09-30 — Fiscal Year End (Fiscal year for which PwC is being ratified as auditor)
• 2026-08-21 — Stockholder Proposal Deadline (Deadline for inclusion in 2027 proxy materials under Rule 14a-8)
• 11:00 a.m. Eastern Time — Meeting Time (Start time for the virtual Annual Meeting on February 5, 2026)

Key Players & Entities

• GLADSTONE CAPITAL CORP (company) — Registrant for DEF 14A filing
• Michela A. English (person) — Nominee for director, elected by preferred stockholders
• Anthony W. Parker (person) — Nominee for director, elected by preferred stockholders
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm selected by Audit Committee
• Michael LiCalsi (person) — Co-General Counsel and Co-Secretary of Gladstone Capital Corporation
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• Nicole Schaltenbrand (person) — Chief Financial Officer and Treasurer, expected inspector of election
• Gladstone Management Corporation (company) — Investment adviser to Gladstone Capital Corporation
• Gladstone Administration, LLC (company) — Administrator for Gladstone Capital Corporation
• Computershare, Inc. (company) — Transfer agent for Gladstone Capital Corporation

FAQ

Industry Context

Gladstone Capital Corporation operates within the Business Development Company (BDC) sector, which provides financing to small and mid-sized businesses. The industry is characterized by its role in bridging capital gaps for companies that may not have access to traditional bank financing. BDCs are sensitive to interest rate environments and economic cycles, as their investment portfolios typically consist of debt and equity instruments in their portfolio companies.

Regulatory Implications

As a BDC, Gladstone Capital Corporation is subject to regulations under the Investment Company Act of 1940 and other securities laws. The company must comply with disclosure requirements, governance standards, and capital adequacy rules. The ratification of the independent auditor is a key governance step, ensuring financial transparency and compliance with auditing standards.

What Investors Should Do

1. Review the proposals for the 2026 Annual Meeting.
2. Vote your shares by the deadline.
3. Note the virtual meeting format and access instructions.

Key Dates

• 2026-02-05: Annual Meeting of Stockholders — This is the date for the virtual annual meeting where stockholders will vote on key proposals, including director re-elections and auditor ratification.
• 2025-12-05: Record Date — Establishes the list of stockholders entitled to vote at the annual meeting. As of this date, there were 22,593,069 common shares and 1,255,077 preferred shares outstanding.
• 2025-12-19: Mailing of Proxy Materials — Indicates when stockholders began receiving the proxy statement and other materials, allowing them time to review and vote.
• 2026-09-30: Fiscal Year End — This is the fiscal year for which PricewaterhouseCoopers LLP is being ratified as the independent registered public accounting firm.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings, containing information about the meeting, proposals, and director/executive information. (This document is the source of the information presented, detailing the agenda and voting matters for Gladstone Capital Corporation's 2026 Annual Meeting.)

Proxy Card

A document that authorizes a designated person (the proxy) to vote a stockholder's shares at a meeting. (Stockholders can vote by mail, telephone, or internet using the proxy card, even if they do not attend the virtual meeting.)

Plurality Vote

A voting system where the candidate or candidates with the most votes are elected, without requiring a majority. (This is the voting standard required for the re-election of directors by preferred stockholders.)

Ratification

The act of approving or confirming a decision or action previously taken, in this case, the appointment of an auditor. (Stockholders are asked to ratify the selection of PricewaterhouseCoopers LLP as the independent auditor.)

Year-Over-Year Comparison

This filing pertains to the 2026 Annual Meeting, with proxy materials mailed around December 19, 2025. The previous year's filing would have covered the 2025 Annual Meeting. Key metrics such as revenue, net income, and margins for the fiscal year ending September 30, 2025, would be detailed in the accompanying 10-K report, which is available alongside this proxy statement. A comparison would require access to the prior year's DEF 14A and 10-K filings.

Filing Documents

• d40722ddef14a.htm (DEF 14A) — 334KB
• g40722dsp33.jpg (GRAPHIC) — 5KB
• g40722g02a30.jpg (GRAPHIC) — 24KB
• 0001193125-25-325827.txt ( ) — 651KB
• glad-20250930.xsd (EX-101.SCH) — 3KB
• d40722ddef14a_htm.xml (XML) — 1KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 DIRECTOR COMPENSATION 33 COMPENSATION COMMITTEE REPORT 34 CERTAIN TRANSACTIONS 35 HOUSEHOLDING OF PROXY MATERIALS 38 OTHER MATTERS 39 Table of Contents GLADSTONE CAPITAL CORPORATION 1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS To Be Held On February 5, 2026 QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING Why am I receiving these materials? We have sent you this Proxy Statement and the enclosed proxy card because the board of directors (the "Board") of Gladstone Capital Corporation ("we," "us," or the "Company") is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the "meeting" or "annual meeting"), including adjournments or postponements thereof, if any. You are invited to attend the annual meeting to vote on the proposals described in this Proxy Statement, which meeting will take place through a live webcast by visiting www.virtualshareholdermeeting.com/GLAD2026 . However, you do not need to attend the meeting through the webcast to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to vote by proxy over the telephone or through the Internet prior to the annual meeting. We intend to mail these materials on or about December 19, 2025 to all stockholders of record entitled to vote at the annual meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES EITHER BY MAIL, BY TELEPHONE, OR THROUGH THE INTERNET. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FEBRUARY 5, 2026: The Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 are available at the following Internet address: www.proxyvote.com . How can I attend the annual meeting? Th

View Full Filing

View this DEF 14A filing on SEC EDGAR