Gladstone Capital (GLAD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 5, 2026, with voting available online, by phone, or by mail.

• Record date for voting eligibility is December 5, 2025, with 22,593,069 common and 1,255,077 preferred shares outstanding.

• Proxy materials and the annual report are accessible online for all shareholders.

Voting matters and shareholder proposals

• Two proposals: (1) election of two directors by preferred stockholders, and (2) ratification of PricewaterhouseCoopers LLP as independent auditor for FY ending September 30, 2026.

• Shareholder proposals for the 2027 meeting must be submitted by August 21, 2026, for inclusion in proxy materials.

• Advance notice for director nominations/business for 2027 meeting: between November 7 and December 7, 2026.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; directors serve staggered three-year terms.

• Michela A. English and Anthony W. Parker are nominated for re-election by preferred stockholders.

• Board committees include Audit, Compensation, Ethics/Nominating/Corporate Governance, Executive, Offering, and Valuation.

• Lead Independent Director role held by Walter H. Wilkinson, Jr.; independent directors met four times in FY 2025.

• Board emphasizes diversity, independence, and relevant expertise in director selection.