格拉德斯通资本美股招股说明书(2025-09-11版)

$130,000,000 5.875% Convertible Notes due 2030 We operate as an externally managed,closed-end,non-diversifiedmanagement investment company and have elected to be treated as a businessdevelopment company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). For federal income tax purposes, we have elected tobe treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Our investmentobjectives are to: (1)achieve and grow current income by investing in debt securities of established lower middle market companies in the U.S. that we believewill provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions tocommon stockholders that grow over time; and (2)provide our common stockholders with long-term capital appreciation in the value of our assets by investingin equity securities of established businesses that we believe can grow over time to permit us to sell our equity investments for capital gains. We are offering $130.0 million principal amount of our 5.875% Convertible Notes due 2030 (the “Notes”). The Notes will bear interest at a rate of5.875% per year, payable semi-annual in arrears on April1 and October1 of each year, beginning on April1, 2026. We have granted the underwriter the right topurchase, exercisable within a30-dayperiod, up to an additional $19.5 million principal amount of Notes, solely to cover overallotments. The Notes will matureon October1, 2030, unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately precedingthe maturity date. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, par value $0.001 per share (“common stock”),or a combination of cash and shares of our common stock, at our election, as described in this prospectus supplement. The conversion rate will initially be 38.4394 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price ofapproximately $26.02 per share of common stock). The conversion rate will be subject to adjustment in some events. In addition, following certain corporateevents that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holderwho elects to convert its Notes in connection with such a corporate event or notice of redemption, as the case may be. We may not redeem the Notes prior to October6, 2028. We may redeem for cash all or any portion of the Notes (subject to the partial redemptionlimitation described in this prospectus supplement), at our option, on a redemption date on or after October6, 2028 and on or before the 45th scheduled tradingday immediately prior to the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for atleast 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, andincluding, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principalamount of the Notes to be redeemed,plusaccrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If we undergo a fundamental change, then, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Notes at afundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased,plusaccrued and unpaid interest to, but excluding,the fundamental change repurchase date. The Notes will be our direct unsecured obligations and will rankpari passuwith our existing and future unsecured, unsubordinated indebtedness,including our 5.125% Notes due 2026 (“2026 Notes”), 3.75% Notes due 2027 (“2027 Notes”) and 7.75% Notes due 2028 (“2028 Notes” and, collectively withthe 2026 Notes and 2027 Notes, the “Existing Notes”); senior to our 6.25% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) andany series of preferred stock that we may issue in the future; senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;effectively subordinated to any future secured indebtedness of Gladstone Capital Corporation (including indebtedness that is initially unsecured to which wesubsequently grant security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future Table of Contents indebtedness and other obligations of any of our subsidiaries and any other future subsidiaries of Gladstone Capital Corporation, including b