Filed pursuant to Rule 497
File No. 333-275934
Rule 482ad
September 9, 2025
Gladstone Capital Corporation Prices Upsized Public Offering of 5.875% Convertible Notes due 2030
McLean, VA, September 9, 2025: Gladstone Capital Corporation (Nasdaq: GLAD) (the “Company”) today announced that it priced a
registered public offering of $130.0 million aggregate principal amount of 5.875% convertible notes due 2030 (the “Notes”) at an issue price of 98.5% of the principal amount thereof on September 9, 2025. In addition, the
Company granted the underwriter of the Notes a 30-day option to purchase up to an additional $19.5 million in aggregate principal amount of the Notes to cover overallotments, if any. The size of the
offering was increased from the previously announced $110.0 million aggregate principal amount of Notes. The closing of the transaction is subject to customary closing conditions and the Notes are expected to be delivered on or about
September 12, 2025.
The Notes will be unsecured obligations of the Company and will pay interest semi-annually in arrears on April 1 and
October 1 of each year, beginning April 1, 2026. The Notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased.
Noteholders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date.
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The conversion rate will
initially be 38.4394 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $26.02 per share of the Company’s common stock). The initial conversion price of
the Notes represents a premium of approximately 10.0% over the last reported sale price of the Company’s common stock on the Nasdaq Global Select Market on September 9, 2025. The conversion rate will be subject to adjustment in certain
events. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to
convert its Notes in connection with such a corporate event or notice of redemption, as the case may be.
The Company may not redeem the Notes prior to
October 6, 2028. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations), at the Company’s option, on a redemption date on or after October 6, 2028 and on or before the 45th scheduled trading
day immediately prior to the maturity date if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If the Company undergoes a
fundamental change, then, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.