Quarterly report [Sections 13 or 15(d)]

BORROWINGS

v3.25.4
BORROWINGS
 3 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS
Revolving Line of Credit

On May 13, 2021, we, through Business Loan, entered into a sixth amended and restated credit agreement with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto (the “Credit Facility”). On November 25, 2025, we, through Business Loan, entered into Amendment No. 10 to the Credit Facility to increase the total commitment by $20.0 million.
As of December 31, 2025, our Credit Facility had a total commitment amount of $340.0 million with an “accordion” feature that permits us to increase the size of the facility to $400.0 million. The Credit Facility has a revolving period end date of October 31, 2027, and a final maturity date of October 31, 2029 (at which time all principal and interest will be due and payable if the Credit Facility is not extended by the revolving period end date). The interest rate margin is 2.60% during the revolving period and 3.10% thereafter.
The following tables summarize noteworthy information related to our Credit Facility:
December 31, 2025 September 30, 2025
Commitment amount $ 340,000 $ 320,000
Line of credit outstanding, at cost 213,200 — 
Availability(A)
113,678 307,467 
For the Three Months Ended
December 31,
2025 2024
Weighted average borrowings outstanding, at cost $ 121,829  $ 26,196 
Weighted average interest rate(B)
8.1  % 19.1  %
Commitment (unused) fees incurred $ 420  $ 678 
(A)    Available borrowings are subject to various constraints imposed under our Credit Facility, based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are prepayments or made as contractually required.
(B)     Includes unused commitment fees and excludes the impact of deferred financing costs.
Our Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once each month. Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying Consolidated Statements of Assets and Liabilities as of December 31, 2025 and September 30, 2025.
Our Credit Facility contains covenants that require Business Loan to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies without the lenders’ consent. Our Credit Facility also generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code. Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing availability under our Credit Facility, including restrictions on geographic concentrations, sector concentrations, loan size, payment frequency and status, average life and lien property. Our Credit Facility further requires Business Loan to comply with other financial and operational covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base.
Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding redeemable preferred stock) of $500.0 million plus 50.0% of all equity and subordinated debt raised after June 23, 2025 less 50% of any equity and subordinated debt retired or redeemed after June 23, 2025, which equates to $483.0 million as of December 31, 2025, (ii) asset coverage with respect to “senior securities representing indebtedness” of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code.
As of December 31, 2025, and as defined in our Credit Facility, we had a net worth of $668.1 million, asset coverage on our “senior securities representing indebtedness” of 219.5%, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. In addition, we had 36 obligors in our Credit Facility’s borrowing base as of December 31, 2025. As of December 31, 2025, we were in compliance with all of our Credit Facility covenants.
Fair Value
We elected to apply the fair value option of ASC 825, “Financial Instruments,” specifically for the Credit Facility, which was consistent with our application of ASC 820 to our investments. Generally, the fair value of our Credit Facility is determined using a yield analysis which includes a DCF calculation and the assumptions that the Valuation Team believes market participants would use, including the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date. As of December 31, 2025, the discount rate used to determine the fair value of our Credit Facility was one-month Term SOFR, plus 2.60% per annum, plus a 0.45% unused commitment fee. As of September 30, 2025, the discount rate used to determine the fair value of our Credit Facility was one-month Term SOFR, plus 2.60% per annum, plus a 1.00% unused commitment fee. Generally, an increase or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of our Credit Facility. As of December 31, 2025 and September 30, 2025, our Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations.

The following tables present our Credit Facility carried at fair value as of December 31, 2025 and September 30, 2025, on our accompanying Consolidated Statements of Assets and Liabilities for Level 3 of the hierarchy established by ASC 820 and the changes in fair value of our Credit Facility during the three months ended December 31, 2025 and 2024:
Total Recurring Fair Value Measurement Reported in
Consolidated Statements of Assets and Liabilities Using Significant Unobservable Inputs (Level 3)
December 31, 2025 September 30, 2025
Credit Facility
$ 213,200  $ — 
Fair Value Measurements Using Significant Unobservable Data Inputs (Level 3)
Three Months Ended
December 31,
2025 2024
Fair value as of September 30, 2025 and 2024, respectively $ —  $ 70,600 
Borrowings
 233,800  87,500 
Repayments
 (20,600) (96,600)
Net unrealized appreciation
 —  — 
Fair Value as of December 31, 2025 and 2024, respectively
 $ 213,200  $ 61,500 
The fair value of the collateral under our Credit Facility totaled approximately $815.7 million and $754.6 million as of December 31, 2025 and September 30, 2025, respectively.
Notes Payable
2030 Convertible Notes
In September 2025, we completed an offering of $149.5 million aggregate principal amount of 5.875% Convertible Notes due 2030 (the “2030 Convertible Notes”) for net proceeds of approximately $142.8 million after deducting underwriting discounts, commissions and offering expenses borne by us. The 2030 Convertible Notes will mature on October 1, 2030, unless earlier converted, redeemed or repurchased. The 2030 Convertible Notes bear interest at a rate of 5.875% per year. Interest is payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2026 (which equates to approximately $8.8 million per year).

At any time prior to the close of business on the business day immediately preceding October 1, 2030, holders may convert all or any portion of their 2030 Convertible Notes. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company's election. The conversion rate was initially 38.4394 shares of common stock per $1,000 principal amount of 2030 Convertible Notes (equivalent to an initial conversion price of $26.02 per share of common stock). The conversion rate is subject to adjustment upon certain events, such as share splits and combinations, mergers, tender or exchange offers, increases in dividends per share and certain changes in control. In no event will the total number of shares of common stock issuable upon conversion exceed 42.2834 per $1,000 principal amount of the 2030 Convertible Notes. The Company has
determined that the embedded conversion option in the 2030 Convertible Notes is not required to be separately accounted for as a derivative under GAAP.

The following table summarizes certain key terms related to the convertible features of the 2030 Convertible Notes as of December 31, 2025.

2030 Convertible Notes
Conversion Premium 10.0  %
Closing stock price at issuance $ 23.65 
Closing stock price date September 9, 2025
Conversion price(A)
$ 25.90 
Conversion rate (shares per $1,000 principal amount)(A)
38.61 
Last conversion price calculation date September 22, 2025
(A)Represents conversion price and conversion rate, as applicable, as of December 31, 2025.

We may redeem for cash all or any portion of the 2030 Convertible Notes (subject to the partial redemption limitation), at our 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 our 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 we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The indenture relating to the 2030 Convertible Notes contains certain covenants including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing and (ii) that we will file with the trustee any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 15 days after the same are required to be filed with the SEC; provided that any documents filed by us with the SEC via the EDGAR system will be deemed to be filed with the trustee.

The issuance of the 2030 Convertible Notes is considered part of the if-converted method for calculation of diluted earnings per share as reflected in Note 8—Net Increase (Decrease) in Net Assets Resulting From Operations per Weighted Average Common Share.
The 2030 Convertible Notes are recorded at the principal amount, plus applicable premiums, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities. The fair value of the 2030 Convertible Notes, based on the indicative bid price offered by a recognized independent data provider was $144.8 million on December 31, 2025, which we consider to be a Level 2 input within the ASC 820 hierarchy.
2028 Notes

In August 2023, we completed an offering of $57.0 million aggregate principal amount of 7.75% Notes due 2028 (the “2028 Notes”) for net proceeds of approximately $55.1 million after deducting underwriting discounts, commissions and offering expenses borne by us. The 2028 Notes traded under the ticker symbol “GLADZ” on the Nasdaq Global Select Market. On October 15, 2025, we voluntarily redeemed the 2028 Notes with an aggregate principal amount outstanding of $57.0 million. In connection with the voluntary redemption of the 2028 Notes, we incurred a loss on extinguishment of debt of $1.2 million, which is primarily comprised of the unamortized deferred issuance costs at the time of redemption. The 2028 Notes would have otherwise matured on September 1, 2028.

2027 Notes

In November 2021, we completed a private placement of $50.0 million aggregate principal amount of 3.75% Notes due 2027 (the “2027 Notes”) for net proceeds of approximately $48.5 million after deducting initial purchasers’ costs, commissions and offering expenses borne by us. The 2027 Notes will mature on May 1, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole”
premium, if applicable. The 2027 Notes bear interest at a rate of 3.75% per year. Interest is payable semi-annually on May 1 and November 1 of each year (which equates to approximately $1.9 million per year).

In April 2022, pursuant to the registration rights agreement we entered into in connection with the 2027 Notes, we conducted an exchange offer through which we offered to exchange all of our then outstanding 2027 Notes (the “Restricted Notes”) that were issued on November 4, 2021, for an equal aggregate principal amount of our new 3.75% Notes due 2027 (the “Exchange Notes”) that had been registered with the SEC under the Securities Act of 1933, as amended. The terms of the Exchange Notes are identical to those of the Restricted Notes, except that the transfer restrictions and registration rights relating to the Restricted Notes do not apply to the Exchange Notes, and the Exchange Notes do not provide for the payment of additional interest in the event of a registration default.

The indenture relating to the 2027 Notes contains certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2027 Notes and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.

The 2027 Notes are recorded at the principal amount, plus applicable premiums, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities. The fair value, based on a DCF analysis, of the 2027 Notes as of December 31, 2025 was $48.3 million. We consider the 2027 Notes to be Level 3 within the ASC 820 fair value hierarchy.

2026 Notes

In December 2020, we completed an offering of $100.0 million aggregate principal amount of 5.125% Notes due 2026 (the “2026 Notes”) for net proceeds of approximately $97.7 million after deducting underwriting discounts, commissions and offering expenses borne by us. In March 2021, we completed an offering of an additional $50.0 million aggregate principal amount of the 2026 Notes for net proceeds of approximately $50.6 million after adding premiums and deducting underwriting costs, commissions and offering expenses borne by us. On October 31, 2025, we voluntarily redeemed the 2026 Notes with an aggregate principal amount outstanding of $150.0 million. In connection with the voluntary redemption of the 2026 Notes, we incurred a loss on extinguishment of debt of $0.2 million, which is primarily comprised of the unamortized deferred issuance costs at the time of redemption. The 2026 Notes would have otherwise matured on January 31, 2026.