格拉德斯通投资美股招股说明书(2025-11-06版)

$60,000,000 6.875% Notes due 2028 We are an externally managed,closed-end,non-diversifiedmanagement investment company that has elected to be regulated as a business development company (“BDC”) under theInvestment Company Act of 1940, as amended (the “1940 Act”). For federal income tax purposes, we have elected to be treated as a regulated investment company (“RIC”) under SubchapterM of the Internal Revenue Code of 1986, as amended (the “Code”). Our investment objectives are to: (i)achieve and grow current income by investing in debt securities of establishedbusinesses that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions tostockholders that grow over time; and (ii)provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities of established businesses,generally in combination with the aforementioned debt securities, that we believe can grow over time to permit us to sell our equity investments for capital gains. We are offering $60.0million in aggregate principal amount of6.875% notes due 2028 (the “Notes”) in a registered direct offering. The Notes will mature on November1, 2028. Wewill pay interest on the Notes on May1 and November1 of each year, beginning May1, 2026. We may redeem the Notes in whole or in part at any time or from time to time, at theredemption price set forth under the section titled “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us torepurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date, upon theoccurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured, unsubordinated indebtedness issued by us (includingour 5.00% Notes due 2026, our 4.875% Notes due 2028, our 8.00% Notes due 2028 and our 7.875% Notes due 2030 (collectively, the “Existing Notes”)). Because the Notes will not besecured by any of our assets, they will be effectively subordinated to any future secured indebtedness of Gladstone Investment Corporation (or any indebtedness that is initially unsecured asto which we subsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and futureindebtedness and other obligations of any of our subsidiaries (including borrowings under our revolving credit facility with KeyBank National Association), since the Notes will be obligationsexclusively of Gladstone Investment Corporation and not of any of our subsidiaries. The Notes will be senior in right of payment to our common stock and any future outstanding series of ourpreferred stock. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire or create in the future. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. Investing in the Notes involves a high degree of risk, including the risk of leverage. Before buying any Notes, you should read the materialrisks described in the “Supplementary Risk Factors” section beginning on pageS-9of this prospectus supplement and in the “Risk Factors”section beginning on page 5of the accompanying prospectus and under similar headings in the other documents that we file from time to timewith the Securities and Exchange Commission (the “SEC”), which are incorporated by reference into this prospectus supplement and theaccompanying prospectus. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCECORPORATION OR ANY OTHER GOVERNMENT AGENCY. This prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus contain important information you should know before investing in the Notes, including information about risks. Please read these documents before you invest andretain them for future reference. Additional information about us, including our annual, quarterly and current reports, has been filed with the Securities and Exchange Commission (the“SEC”) and can be accessed free of charge at its website atwww.sec.gov. This information is also available free of charge by calling us collect at(703)287-5893or on the Investors section ofour corporate website located atwww.gladstoneinvestment.com, which, except for the documents incorporated by reference into this prospectus supplement an