UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 4, 2026
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-00704 | 83-0423116 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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)
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 | Name of Each Exchange on Which Registered | ||
| Common Stock, $0.001 par value per share | GAIN | The Nasdaq Stock Market LLC | ||
| 4.875% Notes due 2028 | GAINZ | The Nasdaq Stock Market LLC | ||
| 7.875% Notes due 2030 | GAINI | The Nasdaq Stock Market LLC | ||
| 7.125% Notes due 2031 | GAING | 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 (17 CFR §230.405) or Rule 12b- 2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 4, 2026, Gladstone Investment Corporation (the “Company”) reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was previously adjourned on August 6, 2026. The Company’s stockholders voted and approved each of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on June 18, 2026.
The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders were as follows:
| 1. | The election of two directors to hold office until the 2029 Annual Meeting of Stockholders. |
| For | Withheld | Broker Non-Votes | ||||
| Michela A. English | 18,537,008 | 1,732,727 | 0 | |||
| Anthony W. Parker | 18,591,517 | 1,678,218 | 0 |
| 2. | The proposal to authorize the Company, with the subsequent approval of its board of directors (the “Board”), to issue and sell shares of the Company’s common stock (during the 12 months following such authorization) at a price below its then current net asset value per share, provided that the number of shares issued and sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale: |
| For | Against | Abstain | ||
| 14,460,192 | 4,733,646 | 1,075,897 |
SIGNATURE
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.
| Gladstone Investment Corporation | ||||||
| Date: September 4, 2026 | By: | /s/ Taylor Ritchie | ||||
| Taylor Ritchie | ||||||
| Chief Financial Officer and Treasurer | ||||||