UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to

Commission file number: 814-00704

GLADSTONE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	83-0423116
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1521 WESTBRANCH DRIVE, SUITE 100	22102
MCLEAN, VA	(Zip Code)
(Address of principal executive offices)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	GAIN	The Nasdaq Stock Market LLC
5.00% Notes due 2026	GAINN	The Nasdaq Stock Market LLC
4.875% Notes due 2028	GAINZ	The Nasdaq Stock Market LLC
8.00% Notes due 2028	GAINL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of February 5, 2024 was 35,890,160.

GLADSTONE INVESTMENT CORPORATION

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Assets and Liabilities as of December 31, 2023 and March 31, 2023	2
	Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2022	3
	Consolidated Statements of Changes in Net Assets for the three and nine months ended December 31, 2023 and 2022	4
	Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022	5
	Consolidated Schedules of Investments as of December 31, 2023 and March 31, 2023	6
	Notes to Consolidated Financial Statements	16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	45
	Results of Operations	49
	Liquidity and Capital Resources	60
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	68
PART II.	OTHER INFORMATION:
Item 1.	Legal Proceedings	69
Item 1A.	Risk Factors	69
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70
SIGNATURE		71

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

	December 31, 2023		March 31, 2023
ASSETS
Investments at fair value
Non-Control/Non-Affiliate investments (Cost of $545,299 and $429,305, respectively)	$	620,338	$	496,875
Affiliate investments (Cost of $291,146 and $276,055, respectively)	278,226		255,955
Control investments (Cost of $32,059 and $15,270, respectively)	4,244		713
Cash and cash equivalents	2,819		2,683
Restricted cash and cash equivalents	766		565
Interest receivable	6,575		3,038
Due from administrative agent	2,151		3,899
Deferred financing costs, net	1,069		431
Other assets, net	1,436		1,485
TOTAL ASSETS	$	917,624	$	765,644
LIABILITIES
Borrowings:
Line of credit at fair value (Cost of $82,600 and $35,200, respectively)	$	82,600	$	35,171
Notes payable, net	330,904		257,436
Total borrowings	413,504		292,607
Accounts payable and accrued expenses	1,596		786
Interest payable	3,545		2,309
Fees due to Adviser(A)	37,693		28,919
Fee due to Administrator(A)	575		716
Other liabilities	770		565
TOTAL LIABILITIES	$	457,683	$	325,902
Commitments and contingencies(B)
NET ASSETS	$	459,941	$	439,742
ANALYSIS OF NET ASSETS
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 35,351,954 and 33,591,505 shares issued and outstanding, respectively	$	35	$	34
Capital in excess of par value	426,302		401,798
Cumulative net unrealized appreciation of investments	34,304		32,913
Cumulative net unrealized depreciation of other	—		29
Overdistributed net investment income	(16,666)		(5,527)
Accumulated net realized gain in excess of distributions	15,966		10,495
Total distributable earnings	33,604		37,910
TOTAL NET ASSETS	$	459,941	$	439,742
NET ASSET VALUE PER SHARE	$	13.01	$	13.09

(A)Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.

(B)Refer to Note 9 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

2

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

	Three Months Ended December 31,				Nine Months Ended December 31,
	2023		2022		2023		2022
INVESTMENT INCOME
Interest income
Non-Control/Non-Affiliate investments	$	15,237	$	11,357	$	41,353	$	30,007
Affiliate investments	6,351		4,689		18,285		12,985
Cash and cash equivalents	111		21		731		53
Total interest income	21,699		16,067		60,369		43,045
Dividend income
Non-Control/Non-Affiliate investments	—		—		—		4,829
Affiliate investments	—		4,466		1,907		6,018
Total dividend income	—		4,466		1,907		10,847
Success fee income
Non-Control/Non-Affiliate investments	1,382		1,061		1,382		7,794
Total success fee income	1,382		1,061		1,382		7,794
Total investment income	$	23,081	$	21,594	$	63,658	$	61,686
EXPENSES
Base management fee(A)	$	4,602	$	3,789	$	12,874	$	10,965
Loan servicing fee(A)	2,332		2,080		6,829		5,754
Incentive fee(A)	1,667		3,945		15,401		7,722
Administration fee(A)	450		410		1,306		1,352
Interest expense on borrowings	6,520		4,074		17,598		11,715
Amortization of deferred financing costs and discounts	589		452		1,708		1,350
Professional fees	411		331		1,030		1,564
Other general and administrative expenses	891		780		2,404		2,793
Expenses before credits from Adviser	17,462		15,861		59,150		43,215
Credits to base management fee – loan servicing fee(A)	(2,332)		(2,080)		(6,829)		(5,754)
Credits to fees from Adviser - other(A)	(1,793)		(756)		(5,117)		(3,131)
Total expenses, net of credits to fees	13,337		13,025		47,204		34,330
NET INVESTMENT INCOME	$	9,744	$	8,569	$	16,454	$	27,356&