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Gladstone Investment Calls Its 8% Baby Bond Early—and Kicks GAINL Off Nasdaq

Gladstone Investment Calls Its 8% Baby Bond Early—and Kicks GAINL Off Nasdaq

$74.75M of 8.00% Notes due 2028 get redeemed at par, reshaping GAIN’s cost of capital playbook.

Overview

Gladstone Investment issued an 8% “baby bond” in 2023 when money was expensive and investors wanted yield. Now it’s ending that relationship early: the company called the entire $74.75 million 8.00% Notes due 2028 (ticker: GAINL) and set the redemption for December 16, 2025—at par plus accrued interest.

This is a small corporate action with a big tell. When a BDC chooses to retire a high-coupon note and delist it, it’s saying: our balance sheet can handle it, and we think we can fund ourselves cheaper (or cleaner) from here. The real story isn’t the delisting—it’s the company’s ongoing fight to protect earnings and dividends by managing interest expense.

Key Indicators

$74.75M
Principal redeemed (GAINL)
Entire 8.00% Notes due 2028 series called and taken out.
8.00%
Coupon retired
High fixed-rate funding removed from the capital stack.
~$6.0M/yr
Annual interest tied to the 8% notes
Approximate annual interest burden referenced in company filings.
2025-08-01
First call eligibility (GAINL)
The bond became callable before the company moved to redeem it.
$60.0M
New 2028 notes issued (unlisted)
Registered direct offering priced at 6.875% in November 2025.

People Involved

David J. Gladstone
David J. Gladstone
Founder and Chief Executive Officer, Gladstone Investment Corporation (Leading the firm’s financing and portfolio strategy as CEO)
Taylor Ritchie
Taylor Ritchie
Chief Financial Officer and Treasurer, Gladstone Investment Corporation (CFO overseeing funding decisions, disclosures, and execution mechanics)

Organizations Involved

Gladstone Investment Corporation
Gladstone Investment Corporation
Business Development Company (BDC)
Status: Issuer; redeemed GAINL and rebalanced its debt stack

A publicly traded BDC that funds lower middle-market investments using a mix of equity and multiple layers of debt.

Nasdaq Global Select Market
Nasdaq Global Select Market
Securities exchange
Status: Listing venue; GAINL slated for delisting after redemption

The exchange where Gladstone’s retail-traded notes (including GAINL) were listed for public trading.

UMB Bank, National Association
UMB Bank, National Association
Trustee bank
Status: Indenture trustee; handles redemption notice mechanics for noteholders

The trustee named in Gladstone Investment’s indenture for the note series being redeemed.

U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission
Federal Agency
Status: Disclosure venue; received the 8-K documenting the redemption plan

The regulator and filing system where Gladstone disclosed its redemption decision via Form 8-K.

Timeline

  1. Redemption date: GAINL cashes out and exits the exchange

    Corporate Action

    The redemption date arrives for the full $74.75 million GAINL series, triggering delisting mechanics tied to the call.

  2. The breakup letter: GAIN announces it will redeem GAINL

    Statement

    The company announces a full redemption of the 8.00% Notes due 2028 on December 16, 2025, and a Nasdaq delisting.

  3. A cheaper 2028: GAIN prices unlisted 6.875% notes

    Financing

    Gladstone prices $60 million of 6.875% Notes due 2028 in a registered direct offering, unlisted.

  4. GAIN loads up on more fixed-rate debt: 7.875% notes due 2030

    Financing

    The company prices a public offering of 7.875% Notes due 2030, expanding its public note stack.

  5. GAIN prices an 8% retail note: the birth of GAINL

    Financing

    Gladstone Investment prices a public offering of 8.00% Notes due 2028, later listed as GAINL.

Scenarios

1

GAIN Keeps Calling Expensive Paper, Dividend Coverage Gets Easier

Discussed by: Company disclosures; BDC debt market commentary around refinancing and interest expense

If credit spreads stay reasonable and GAIN maintains asset coverage cushion, it can keep chipping away at higher-coupon layers as they become callable. The playbook is straightforward: refinance when possible, reduce interest drag, and preserve dividend flexibility. Watch for additional calls/tenders of other series or opportunistic unlisted issuance that avoids exchange listing costs.

2

Rates Bite Back: GAIN Replaces GAINL With New High-Coupon Debt Anyway

Discussed by: Macro rate watchers; fixed-income strategists covering retail and middle-market credit

If funding markets tighten or base rates rise again, the 8% coupon GAIN just retired could look cheap in hindsight. In that world, GAIN may still need to issue new notes at similarly high coupons to fund investments or refinance maturities, muting the “interest savings” narrative. The tell would be new issuance pricing, not the redemption itself.

3

GAIN Shifts Away From Listed Baby Bonds, Keeps Future Debt Private and Unlisted

Discussed by: Deal terms in the company’s November 2025 registered direct offering; market structure analysts

The November 2025 6.875% notes were explicitly not intended to be listed, signaling a preference for institutional-style execution over retail liquidity. If that continues, investors may see fewer ticker-traded note series and more unlisted notes or bank facilities. The trigger would be repeated future offerings that avoid exchange listing and target larger buyers.

Historical Context

Gladstone Investment’s 2021 notes offering designed to redeem a term preferred

2021-08

What Happened

GAIN announced a public notes offering in 2021 and said proceeds would be used, in part, to redeem its 6.375% Series E Cumulative Term Preferred due 2025. It was an early example of the same core instinct: swap out legacy capital when the balance sheet allows it.

Outcome

Short term: GAIN added a new debt instrument while preparing to take out an older, costlier layer.

Long term: It normalized a pattern of active liability management across cycles.

Why It's Relevant

GAINL’s redemption fits a long-running house style: refinance, simplify, and protect distributable income.

Prospect Capital’s 2025 redemption of public notes

2025-05 to 2025-06

What Happened

Prospect Capital announced it would redeem all outstanding 3.706% Notes due 2026 at par plus accrued interest, setting a June 2025 redemption date. It showed how BDCs use calls to tidy maturities and manage interest expense when markets cooperate.

Outcome

Short term: Noteholders were cashed out early under the indenture’s redemption terms.

Long term: It reinforced that public notes can disappear quickly once issuers get a cheaper option.

Why It's Relevant

GAINL holders learned the same lesson: yield comes with reinvestment risk when a call becomes economical.

GAIN’s 2024–2025 run of fixed-rate issuance

2024-12 to 2025-11

What Happened

GAIN priced a public 7.875% note offering due 2030 in December 2024, then priced unlisted 6.875% notes due 2028 in November 2025. These moves bracket the GAINL call: raise capital, then prune the most expensive branch when callable.

Outcome

Short term: The company diversified funding sources across maturities and formats.

Long term: It positioned GAIN to rotate out of high-coupon instruments without starving the portfolio of capital.

Why It's Relevant

The GAINL redemption is best read as one step in a multi-year capital stack redesign, not a one-off.