GLADSTONE CAPITAL CORP

EX-1.1 · d151987dex11.htm

EX-1.1
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 d151987dex11.htm
 EX-1.1

 Exhibit 1.1

 GLADSTONE CAPITAL CORPORATION

 $60,000,000
 7.000% Notes
due 2029
 UNDERWRITING AGREEMENT

 June 3, 2026
 B. Riley Securities, Inc.

 As representative of the several Underwriters
 c/o B. Riley
Securities, Inc.
 299 Park Avenue, 21 st Floor

 New York, NY 10171
 Ladies and Gentlemen:

 Gladstone Capital Corporation, a corporation organized under the laws of Maryland (the “ Company ”), Gladstone
Management Corporation, a Delaware corporation registered as an investment adviser (the “ Adviser ”), and Gladstone Administration, LLC, a Delaware limited liability company (the “ Administrator ”),
each confirms with B. Riley Securities, Inc. (“ B. Riley ”) and each of the other underwriters named in Exhibit A hereto (collectively, the “ Underwriters ,” which term shall also include any
underwriter substituted as provided in Section 8 hereof), for whom B. Riley is acting as the representative (in such capacity, the “ Representative ”) with respect to the issuance and sale by the
Company of $60,000,000 aggregate principal amount (the “ Securities ”) of the Company’s 7.000% notes due 2029 (the “ Notes ”), and the purchase by the Underwriters, acting severally and not
jointly, of the aggregate principal amount of Securities set forth opposite their respective names in Exhibit A hereto. To the extent there are no additional Underwriters listed on Exhibit A other than the Representative, the term
Representative as used herein shall mean the Representative, as Underwriter, and the terms Representative and Underwriter shall mean Representative as the context requires.

 The Company has entered into a fifth amended and restated investment advisory and management agreement, dated as of January 24, 2025 (the
“ Investment Advisory Agreement ”), with the Adviser. The Company has entered into an administration agreement, dated as of October 1, 2006 (the “ Administration Agreement ”), with the
Administrator.
 The Company has filed, pursuant to the Securities Act of 1933, as amended (collectively with the rules and regulations of
the Commission promulgated thereunder, the “ 1933 Act ”), with the U.S. Securities and Exchange Commission (the “ Commission ”) a universal shelf registration statement on Form N-2 (File No. 333-275934), which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Securities.

 The registration statement as amended, including the exhibits and schedules thereto, at the
time it became effective on January 17, 2024 and any post-effective amendment thereto, including all documents filed as a part thereof, and all documents incorporated therein by reference, and including any information contained in a prospectus
subsequently filed with the Commission pursuant to Rule 424 under the 1933 Act (“ Rule 424 ”) with respect to the offer, issuance and/or sale of the Securities and deemed to be a part of the registration statement at the time
of effectiveness pursuant to Rule 430B (“ Rule 430B ”) under the 1933 Act, and also including any registration statement relating to the Securities filed pursuant to Rule 462(b) under the 1933 Act (a “ Rule 462(b)
Registration Statement ”), is hereinafter referred to as the “ Registration Statement .” The prospectus included in the Registration Statement at the time it became effective on January 17, 2024 (including
all documents incorporated therein by reference) is hereinafter referred to as the “ Base Prospectus .” “ Final Prospectus Supplement ” means the prospectus supplement containing all information
omitted from the Base Prospectus pursuant to Rule 430B which will be filed with the Commission pursuant to Rule 424. “ Prospectus ” means, collectively, the Base Prospectus and Final Prospectus Supplement. Any reference
herein to the Registration Statement, the Base Prospectus, the Final Prospectus Supplement or the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the
Prospectus under Rule 424 and prior to the termination of the offering of the Securities by the Underwriters. All references in this Agreement to financial statements and schedules and other information which is “included” or
“stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference
in or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made
pursuant to Rule 424, shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act (as defined below) which is incorporated by reference in the Registration Statement or the Prospectus, as the case may
be, as of any specified date.
 The Notes will be issued under an indenture, dated as of November 6, 2018 (the “ Base
Indenture ”), as supplemented by a seventh supplemental indenture (the “ Seventh Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), to be dated June 5, 2026, between
the Company and U.S. Bank Trust Company National Association (successor in interest to U.S. Bank National Association), as trustee (the “ Trustee ”). The Notes will be issued as fully registered securities to Cede & Co. (or
such other name as may be requested by an authorized representative of The Depository Trust Company (“ DTC ”)), as nominee of DTC.

 All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing shall
include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
 In
consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereby agree as follows:

 1. Representations and Warranties of the Company . The Company represents and warrants to and agrees with the Underwriters as of the date
of this Agreement, as of the Applicable Time, as of the Closing Date (as such terms are defined in Sections 1(a) and 3(b) , respectively, hereof), as follows:

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 (a) A registration statement on Form N-2 (File No. 333-275934) with respect to the Securities has been prepared by the Company in conformity with the requirements of the 1933 Act, has been filed with the Commission and has been declared effective. The
Company meets the requirements of and complies with the conditions for the use of Form N-2 under the 1933 Act. Copies of the Registration Statement, including any amendments thereto, the preliminary
prospectuses (meeting the requirements of the 1933 Act) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to the Representative. As of the Applicable
Time, the Base Prospectus and the information included in Exhibit B hereto, considered together (collectively, the “ General Disclosure Package ”), did not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to
information contained in or omitted from the General Disclosure Package or the Registration Statement in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriters through the
Representative, specifically for use therein, it being understood and agreed that the only such information is that described in Section 7 herein. As of the date set forth on its cover page (solely in the case of the
Prospectus) and as of the Closing Date, the General Disclosure Package and the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement, the General Disclosure Package or the
Prospectus in reliance upon, and in conformity with, written information furnished by or on behalf of any Underwriters through the Representative, specifically for use therein, it being understood and agreed that the only such information is that
described in Section 7 herein. As used in this subsection and elsewhere in this Agreement, the term “ Applicable Time ” means 4:30 p.m. (New York time) on the date of this Agreement or such other
time as agreed to by the Company and the Representative.
 The Commission has not issued an order preventing or suspending the use of the
Base Prospectus or the Prospectus relating to the proposed offering of the Securities, and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been instituted or, to the Company’s knowledge, threatened by the
Commission. The Registration Statement contains, and the Prospectus and any amendments or supplements thereto contain and will contain, all statements which are required to be stated therein by, and conform and will conform to the requirements of,
the 1933 Act. At the respective times the Registration Statement and any post-effective amendments thereto became effective and as of the Applicable Time and as of the Closing Date, the Registration Statement did not, and will not, contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company makes no representations or warranties as
to information contained in or omitted from the Registration Statement and the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any
Underwriters through the Representative, specifically for use therein, it being understood and agreed that the only such information is that described in Section 7 herein.

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 (b) The Company has been duly organized and is validly existing as a corporation in good
standing under the laws of the State of Maryland, with corporate power and authority to own or lease its properties and conduct its business as currently carried on and described in the Registration Statement, the General Disclosure Package, and the
Prospectus, is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, and to enter into and perform its obligations under this Agreement, the Indenture and the Securities, except
where the failure of the Company to be so qualified or in good standing or have such power or authority would not result in a Company Material Adverse Effect (as defined below). Each of the Company’s consolidated subsidiaries other than those
entities which would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X (collectively, the
“ Subsidiaries ”) has been duly organized and is validly existing as a limited liability company or corporation in good standing under the laws of its jurisdiction of organization, with all requisite power and authority to
own or lease its properties and conduct its business as currently carried on and described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business in all jurisdictions in which the
conduct of its business requires such qualification, except where the failure of the Subsidiaries to be so qualified or in good standing or have such power or authority would not (i) have, individually or in the aggregate, a material adverse
effect on the earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries, taken as a whole, or (ii) prevent the consummation of the transactions contemplated
hereby and under the Indenture and the Notes (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “ Company Material Adverse Effect ”). The
outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are wholly-owned by the Company or another Subsidiary free
and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership
interests in the Subsidiaries are outstanding. The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or other entity other than those corporations or other entities
listed in the Company’s most recent consolidated schedule of investments incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (each, a “ Portfolio Company ,” and
collectively, the “ Portfolio Companies ”), and the subsidiaries listed in Item 28 of the Registration Statement. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
as of the respective dates set forth therein, the Company does not control (as such term is defined in Section 2(a)(9) of the Investment Company Act of 1940, as amended (collectively with the rules and regulations of the Commission promulgated
thereunder, the “ 1940 Act ”)), any of the Portfolio Companies.
 (c) The Company (including its agents and
representatives, other than the Underwriters in their capacity as such) has not made and will not, without the prior consent of the Representative, make any offer relating to the Securities that would constitute a “free writing
prospectus” as defined in Rule 405 under the 1933 Act and which the parties agree, for the purposes of this Agreement, includes: (i) any “advertisement” as defined in Rule 482 under the 1933 Act; (ii) any document not
constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134 under the 1933 Act; and (iii) any Sales Material (as defined below).

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 (d) The outstanding shares of common stock, par value $0.001 per share, of the Company (the
“ Common Stock ”) have been duly authorized and validly issued and are fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the
Securities or the issue and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied,
for or relating to the registration of any class of securities of the Company.
 (e) The information set forth under the captions
“Description of the Notes” in the Registration Statement, the General Disclosure Package and the Prospectus, insofar as such statements purport to summarize certain provisions of the 1940 Act, the Indenture and the Securities, fairly and
accurately summarize such provisions in all material respects. The Indenture and the Securities materially conform to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. The form of the
Securities will conform to the Indenture and any requirements of the Company’s organizational documents. Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the
Prospectus, except as otherwise specifically stated therein or in this Agreement or as would not reasonably be expected to result in a Company Material Adverse Effect, the Company has not: (i) issued any securities or incurred any liability or
obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

 (f) The Company has duly authorized, executed and delivered and currently is a party to or payee with respect to the promissory notes and
other agreements evidencing the investments in the Portfolio Companies described in the Registration Statement, the General Disclosure Package and the Prospectus (each, a “ Portfolio Company Agreement ”). Except as otherwise
disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, each Portfolio Company is current in all material respects with all its obligations under the applicable Portfolio Company
Agreements, no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred under such agreements, except to the extent that any such failure to be current in its obligations
and any such default would not reasonably be expected to result in a Company Material Adverse Effect.
 (g) The Base Indenture has been
duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles.
 (h) The Seventh Supplemental
Indenture has been duly authorized, and at the Closing Date, will be duly executed and delivered by the Company and, when duly authorized, executed and delivered by the Trustee, will constitute a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles.

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 (i) The Securities have been duly authorized by the Company for sale to the Underwriters
pursuant to this Agreement and, when executed and delivered by the Company and authenticated by the Trustee pursuant to the provisions of the Indenture relating thereto, against payment of the consideration set forth in this Agreement, will
constitute legal, valid and binding agreements of the Company enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally, and by general equitable principles.
 (j) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended.
 (k) The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with
the offering and sale of the Securities other than the Registration Statement, the General Disclosure Package and the Prospectus or other materials, if any, permitted by the 1933 Act and the 1940 Act.

 (l) The consolidated financial statements of the Company and the Subsidiaries, together with related notes and schedules as set forth or
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects the financial position and the results of operations and cash flows of the Company and the
Subsidiaries, as of the indicated dates and for the indicated periods. Such financial statements and related schedules have been prepared in accordance with generally accepted principles of accounting (“ GAAP ”), consistently
applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary and selected consolidated financial and statistical data included in
the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, and such data, if provided, have been compiled on a basis consistent with the financial statements presented therein and the
books and records of the Company. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is
defined by the 1933 Act) comply with Regulation G of the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations of the Commission promulgated thereunder, the “ Exchange Act ”), and Item 10 of
Regulation S-K under the 1933 Act, to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 810), which are not
disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement or the Prospectus that are not
included as required.
 (m) Any audited consolidated financial statements of a Portfolio Company, together with related notes and
schedules, included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects the financial position and the results of operations and cash flows of such Portfolio Company, as of the
indicated dates and for the indicated periods. Such audited consolidated financial statements and related schedules have been prepared in accordance with GAAP, consistently applied throughout the periods involved, except as disclosed therein.

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 (n) PricewaterhouseCoopers LLP, who has audited and certified certain of the financial
statements incorporated by reference in or filed with the Commission as part of the Registration Statement, the General Disclosure Package and the Prospectus, and whose reports with respect to the financial statements of the Company and its
Subsidiaries are incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning of the 1933 Act and the Public
Company Accounting Oversight Board (United States).
 (o) Except as disclosed in the Registration Statement, the General Disclosure Package
and the Prospectus, neither the Company nor any of the Subsidiaries is aware of (i) any material weakness in its internal control over financial reporting or (ii) any change in internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 (p) Solely to the
extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and Nasdaq thereunder (collectively, the “ Sarbanes-Oxley Act ”) have been applicable to the Company, there
is and has been no failure on the part of the Company to comply with any applicable provision of the Sarbanes-Oxley Act that would have a Company Material Adverse Effect.

 (q) There is no action, suit, claim or proceeding pending or, to the Company’s knowledge, threatened against the Company or any of the
Subsidiaries before any court or administrative agency or otherwise, which if determined adversely to the Company or any of the Subsidiaries would have a Company Material Adverse Effect, except as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus.
 (r) The Company and the Subsidiaries have good and marketable title to all of the properties and
assets reflected in the consolidated financial statements hereinabove described or described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to no lien, mortgage, pledge, charge or encumbrance of any kind,
except those reflected in such financial statements or described in the Registration Statement, the General Disclosure Package and the Prospectus or which are not material in amount. Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, the Company and the Subsidiaries are not party to any leases, except for such leases entered into after the effective date of the Prospectus and such leases that would not be reasonably likely to result in a
Company Material Adverse Effect.
 (s) The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which
have been required to be filed and have paid all taxes indicated by such returns and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith and for which an adequate
reserve for accrual has been established in accordance with GAAP, other than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, and except where the failure to so file or pay would not have
a Company Material Adverse Effect. All tax liabilities have been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional material tax assessments.

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 (t) Since the respective dates as of which information is given in the Registration
Statement, the General Disclosure Package and the Prospectus, there has not been any Company Material Adverse Effect. There has not been any material transaction entered into, or any material transaction that is probable of being entered into, by
the Company or the Subsidiaries, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company and the Subsidiaries
have no material contingent obligations which are not disclosed in the Company’s financial statements which are included in the Registration Statement, the General Disclosure Package and the Prospectus, except for such obligations entered into
after the effective date of the Prospectus and that would not be reasonably likely to result in a Company Material Adverse Effect.
 (u)
Neither the Company nor any of the Subsidiaries is or, with the giving of notice or lapse of time or both, will be as of the Applicable Time and as of the Closing Date: (i) in violation of its charter or certificate or articles of incorporation
(as amended, restated or supplemented), bylaws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, (ii) in violation of or in default under any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound, or (iii) in violation of any law, order, rule or regulation, judgment, order, writ or decree applicable to the Company or any
Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, and, solely with respect to clauses
(ii) and (iii), which violation or default would have a Company Material Adverse Effect. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated hereby and thereby and
the fulfillment of the terms hereof and thereof will not conflict with or result in a breach of (i) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to
which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties is bound, (ii) the articles of incorporation or bylaws of the Company or (iii) any law, order, rule or
regulation, judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction over the Company or such Subsidiary or
any of its properties, as applicable, except with respect to clauses (i) and (iii) for such conflicts, breaches, defaults or violations as would not, individually or in the aggregate, have a Company Material Adverse Effect.

 (v) The execution and delivery of, and the performance by the Company, the Adviser and the Administrator of their obligations under, this
Agreement have been duly and validly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of the Company, the Adviser and the Administrator, and this Agreement has been duly executed and
delivered by the Company, the Adviser and the Administrator.
 (w) Each approval, consent, order, authorization, designation, declaration
or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement, the Indenture and the Securities and the consummation of the transactions
contemplated hereby and thereby (except (i) the Current Reports on Form 8-K adding certain documents related to the offering of the Securities as exhibits to the Registration Statement and (ii) such
additional steps as may be (x) required by the Financial Industry Regulatory Authority (“ FINRA ”); or (y) necessary to qualify the Securities for public offering by the Underwriters under state securities or Blue
Sky laws) has been obtained or made and is in full force and effect.

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 (x) The Company, the Adviser, the Administrator and each of the Subsidiaries hold all
material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure
to hold such licenses, certificates or permits would not have a Company Material Adverse Effect; the Company, the Adviser, the Administrator and the Subsidiaries each own or possess rights to use all patents, patent rights, trademarks, trade names,
service marks, service names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other
intellectual property rights (“ Intellectual Property ”) necessary to carry on their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus in all material respects; none of
the Company, the Adviser, the Administrator or any of the Subsidiaries has infringed, and none of the Company, the Adviser, the Administrator or the Subsidiaries has received notice of conflict with, any Intellectual Property of any other person or
entity, which infringement or conflict would reasonably be expected to result in a Company Material Adverse Effect. None of the technology employed by the Company, the Adviser or the Administrator has been obtained or is being used by the Company,
the Adviser or the Administrator in violation of any contractual obligation binding on the Company, the Adviser, the Administrator or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons;
none of the Company, the Adviser or the Administrator has received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity, except for such violations, infringements or conflicts that would not have a Company
Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus and except as would not reasonably be expected to result in a Company Material Adverse Effect, none of the Company, the Adviser or the Administrator knows
of any infringement by others of Intellectual Property owned by or licensed to the Company, the Adviser or the Administrator.
 (y) Neither
the Company, nor to the Company’s knowledge, any of its affiliates, has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the Notes to facilitate the sale or resale of the Notes.
 (z) The terms of the Investment
Advisory Agreement and the Administration Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and the rules and regulations
thereunder (collectively, the “ Advisers Act ”), and the approvals by the board of directors and the Company’s stockholders, as applicable, of the Investment Advisory Agreement have been obtained in accordance with the
requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

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 (aa) Each of the Company and each of its Subsidiaries maintains a system of internal
accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 (bb) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all material
information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the
Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.
 (cc) The
statistical, industry-related and market-related data, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are
reliable and accurate as of the dates presented, and such data agree with the sources from which they are derived.
 (dd) The operations of
the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable money laundering statutes
of all jurisdictions in which the Company and its consolidated subsidiaries conduct business, and the applicable rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental or regulatory agency (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any or its consolidated subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

 (ee) Neither the Company nor any of its Subsidiaries, nor, any director or officer of the Company or its consolidated subsidiaries, nor to the
knowledge of the Company, any agent, employee or representative of the Company or its Subsidiaries, or other person acting on behalf of the Company or its consolidated subsidiaries is currently the subject or target of any sanctions administered or
enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including the designation as a “specially designated
national” or “blocked person”), the United

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Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company or any of its
consolidated subsidiaries located, organized or resident in a country or territory that is the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine and Sudan (each, a “ Sanctioned Country ”); and
the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to
fund or facilitate any unlawful activities of or business with any person that, at the time of such funding or facilitation, is the target of Sanctions, (ii) to fund or facilitate any unlawful activities of or business in any Sanctioned Country
or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and
its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the target of Sanctions or with any
Sanctioned Country.
 (ff) The Company and each of the Subsidiaries carry, or are covered by, insurance in such amounts and covering such
risks as the Company deems adequate for the conduct of their respective business and the value of their respective properties and as is customary for companies engaged in similar businesses.

 (gg) Each of the Company, the Adviser, the Administrator and each Subsidiary is in compliance in all material respects with all presently
applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); no “reportable event” (as defined in ERISA)
has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and each Subsidiary would have any liability; the Company and each Subsidiary has not incurred and does not expect to incur liability under
(i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations
thereunder (the “ Code ”); and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

 (hh) To the Company’s knowledge, there are no affiliations or associations between any member of FINRA and any of the Company’s
officers, directors or 5% or greater securityholders except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

 (ii) There are no relationships or related-party transactions involving the Company or any of the Subsidiaries or any other person required to
be described in the Registration Statement, the General Disclosure Package or the Prospectus which have not been described as required.

 11

 (jj) Neither the Company nor any of the Subsidiaries has made any contribution or other
payment to any official of, or candidate for, any federal, state or foreign office in violation of any law, which violation is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus.

 (kk) As of the date hereof, there are no outstanding personal loans made, directly or indirectly, by the Company to any director or executive
officer of the Company.
 (ll) Any advertising, sales literature or other promotional material (including “prospectus
wrappers,” “broker kits,” “road show slides,” “road show scripts” and “electronic road show presentations”) authorized in writing by or prepared by the Company to be used in connection with the
public offering of the Securities (collectively, “ Sales Material ”) do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made not misleading. Moreover, all Sales Material complies and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act, and the rules
and interpretations of FINRA to the extent applicable to the Company (except that this representation and warranty does not apply to statements in or omissions from the Sales Material made in reliance upon and in conformity with information relating
to the Underwriters furnished to the Company by the Underwriters expressly for use therein).
 (mm) Except as disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus and as required to comply with the 1940 Act, as required to comply with the Sixth Amended and Restated Credit Agreement, dated as of May 13, 2021, by and among Gladstone Business
Loan, LLC, as borrower, the Adviser, as servicer, the lenders and managing agents named therein, and KeyBank National Association, as administrative agent, as the same may be as amended and/or restated from time to time, and for such prohibitions
that would not reasonably be expected to result in a Company Material Adverse Effect, no Subsidiary, other than Gladstone Business Loan LLC, is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other
Subsidiary.
 (nn) None of the Adviser, the Administrator, the Company, nor any of its Subsidiaries, nor any director, officer, agent,
employee or affiliate of the Company nor any director, officer, agent or affiliate of any Subsidiary of the Company nor, to the knowledge of the Company, any employee of any Subsidiary of the Company is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), or any applicable law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws, including making use of the mails or
any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign

 12

political office, in contravention of any applicable anti-bribery or anti-corruption laws, and the Adviser, the Administrator, the Company, the Company’s Subsidiaries and their respective
affiliates have conducted their businesses in compliance with any applicable anti-bribery or anti-corruption laws and have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to ensure, and
which are reasonably expected to continue to ensure, continued compliance therewith.
 (oo) The Company and its Subsidiaries are
(i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, access for disabled persons, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (collectively, “ Environmental Laws ”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to
receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Company Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the General Disclosure
Package and the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries has been named as a “potentially responsible party” under
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
 (pp) The Company has elected to be
regulated as a business development company under the 1940 Act and has filed with the Commission, pursuant to Section 54(a) of the 1940 Act, a duly completed and executed Form N-54A (the
“ Company BDC Election ”); the Company has not filed with the Commission any notice of withdrawal of the Company BDC Election pursuant to Section 54(c) of the 1940 Act; the Company BDC Election remains in full force and
effect and, to the Company’s actual knowledge, no order of suspension or revocation of such election under the 1940 Act has been issued or proceedings therefor initiated or threatened by the Commission. The operations of the Company are in
compliance with the provisions of the 1940 Act applicable to business development companies, except where such non-compliance would not reasonably be expected to result in a Company Material Adverse Effect.

 (qq) The Company is currently organized and operates in compliance in all material respects with the requirements to be taxed as, and has
duly elected to be taxed as (which election has not been revoked), a regulated investment company under Subchapter M of the Code. The Company intends to direct the investment of the net proceeds received by it from the sale of the Securities in the
manner specified in the Registration Statement, the General Disclosure Package and the Final Prospectus Supplement under the caption “Use of Proceeds” and in such a manner as to continue to comply with the requirements of Subchapter M of
the Code.
 (rr) There are no contracts or documents that are required to be described in the Registration Statement, the General
Disclosure Package and the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described and filed as required. All descriptions of contracts or documents described in the Registration Statement, the General
Disclosure Package and the Prospectus are accurate and complete in all material respects. Notwithstanding the foregoing, as of the date hereof, the Company has not filed this Agreement, the Seventh Supplemental Indenture or the opinions of Company
Counsel and Maryland Counsel (each as defined below) with respect to the legality of the Securities as exhibits to the Registration Statement, although all such exhibits will be timely filed in a Current Report on Form
 8-K under the Exchange Act on or before the Closing Date.

 13

 (ss) Except as disclosed in the Registration Statement, the General Disclosure Package and
the Prospectus: (i) no person is serving or acting as an officer, director or investment adviser of the Company, except in accordance with the provisions of the 1940 Act and the Advisers Act; and (ii) to the knowledge of the Company, no
director of the Company is an “interested person” (as defined in the 1940 Act) of the Company or an “affiliated person” (as defined in the 1940 Act) of the Underwriters.

 (tt) The Common Stock conforms in all material respects to all of the respective statements relating thereto contained in the Registration
Statement, the General Disclosure Package and the Prospectus, and such statements conform to the rights set forth in the respective instruments and agreements defining the same.

 (uu) The Securities conform to the provisions of the Indenture and the relative rights, preferences, interests and powers of such Securities
are set forth in the Indenture.
 (vv) As of the date of this Agreement and on a pro forma basis, after giving effect to the issuance and
sale of the Securities and the use of proceeds therefrom, the Company will be in compliance with the applicable asset coverage requirements set forth in Sections 18 and 61 of the 1940 Act.

 (ww) This Agreement, the Indenture and the Notes comply in all material respects with all applicable provisions of the 1940 Act.

 (xx) The Company is not and was not an ineligible issuer as defined under the 1933 Act, at the times specified in the 1933 Act in connection
with the offering of the Securities.
 (yy) The Company’s information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company
and the Subsidiaries as currently conducted. The Company has implemented and maintains commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity,
continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with its business,
and there have been no known breaches, violations, outages or unauthorized uses of or accesses to same, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. The
Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each
case, as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

 14

 Any certificate signed by any officer of the Company, the Adviser or the Administrator and
delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company, the Adviser or the Administrator (as applicable) to the Underwriters as to the matters covered thereby.

 2. Representations and Warranties of the Adviser and the Administrator . The Adviser and the Administrator, jointly and severally,
represent and warrant to the Underwriters as of the date of this Agreement, as of the Applicable Time and as of the Closing Date, and agree with the Underwriters as follows:

 (a) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the
Prospectus, except as otherwise stated therein, there has been no material adverse change in the financial condition, or in the earnings, business affairs, operations or regulatory status of the Adviser, the Administrator or any of their respective
subsidiaries, whether or not arising in the ordinary course of business, that would reasonably be expected to result in a Company Material Adverse Effect, would otherwise reasonably be expected to prevent the Adviser from carrying out its
obligations under the Investment Advisory Agreement (an “ Adviser Material Adverse Effect ”) or would otherwise reasonably be expected to prevent the Administrator from carrying out its obligations under the Administration
Agreement (an “ Administrator Material Adverse Effect ”).
 (b) Each of the Adviser and the Administrator and each
of their respective subsidiaries has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, and has the power and authority to own, lease and operate its properties and to conduct its business as
described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; the Adviser has the corporate power and authority to execute and deliver and perform its
obligations under the Investment Advisory Agreement; the Administrator has the limited liability company power and authority to execute and deliver and perform its obligations under the Administration Agreement; and each of the Adviser, the
Administrator and their respective subsidiaries is duly qualified to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of ownership or leasing of its
property or the conduct of business, except, where the failure to qualify or be in good standing would not otherwise reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

 (c) The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the
Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for the Company as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. There does not exist any proceeding or, to the
Adviser’s knowledge, any facts or circumstances the existence of which could reasonably be expected to lead to any proceeding, which might adversely affect the registration of the Adviser with the Commission.

 15

 (d) There is no action, suit or proceeding or, to the knowledge of the Adviser, the
Administrator or any of their respective subsidiaries, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser or the Administrator, threatened,
against or affecting the Adviser or the Administrator which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to
result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement,
the Investment Advisory Agreement or the Administration Agreement; the aggregate of all pending legal or governmental proceedings to which the Adviser or the Administrator is a party or of which any of their respective property or assets is the
subject which are not described in the Registration Statement and/or the Prospectus, including ordinary routine litigation incidental to their business, would not reasonably be expected to result in an Adviser Material Adverse Effect or an
Administrator Material Adverse Effect, as applicable.
 (e) None of the Adviser, the Administrator or any of their respective subsidiaries
is (i) in violation of its organizational or governing documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other agreement or instrument to which the Adviser or Administrator is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator is subject
(collectively, the “ Agreements and Instruments ”), or (iii) in violation of any law, statute, rule, regulation, judgment, order or decree except, in the case of clauses (ii) and (iii) only, for such violations or
defaults that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory
Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the
Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder
and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to the Agreements and Instruments except for such violations or defaults that would not reasonably be expected to
result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the certificate of incorporation or the limited liability company operating
agreement of the Adviser or Administrator, respectively; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic
or foreign, having jurisdiction over the Adviser or the Administrator or any of their respective assets, properties or operations, except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an
Administrator Material Adverse Effect, as applicable.

 16

 (f) This Agreement, the Investment Advisory Agreement and the Administration Agreement have
been duly authorized, executed and delivered by the Adviser or the Administrator, as applicable. This Agreement, the Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Adviser or the
Administrator, respectively, enforceable against them in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect
relating to creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, and (iii) the indemnification provisions of certain agreements may be
limited by federal or state securities laws or public policy considerations in respect thereof.
 (g) No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Adviser or the Administrator of their respective obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement (including the use of the proceeds from the sale of the Securities as described in the Registration
Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”), except such as have been already obtained under the 1933 Act and the 1940 Act or will be obtained by the Closing Date.

 (h) The descriptions of the Adviser and the Administrator contained in the Registration Statement, the General Disclosure Package and the
Prospectus do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

 (i) The Adviser and the Administrator each possess such licenses issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by each of them (“ Governmental Licenses ”), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in
an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; the Adviser and the Administrator are each in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to
comply would not, singly or in the aggregate, result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; all of the Governmental Licenses are valid and in full force and effect, except where the
invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as
applicable; and neither the Adviser nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

 (j) Neither the Adviser nor the Administrator is aware that (i) any executive, key employee or significant group of employees of the
Company, if any, the Adviser or the Administrator, as applicable, plans to terminate employment with the Company, the Adviser or the Administrator, or (ii) any such executive or key employee is subject to any
 non-compete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser except where such
termination or violation would not reasonably be expected to have an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

 17

 (k) The Adviser and the Administrator hold all material licenses, certificates and permits
from governmental authorities which are necessary to the conduct of their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to hold such licenses, certificates or
permits would not result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect; the Adviser and the Administrator each own or possess rights to use all patents, patent rights, trademarks, trade names, service marks,
service names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual
property rights (“ Adviser and Administrator Intellectual Property ”) necessary to carry on their businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus in all material
respects; none of the Adviser, the Administrator or any of their subsidiaries has infringed, and none of the Adviser, the Administrator or their subsidiaries has received notice of conflict with, any Adviser and Administrator Intellectual Property
of any other person or entity, which infringement or conflict would reasonably be expected to result in an Adviser Material Adverse Effect or Administrator Material Adverse Effect. None of the technology employed by the Adviser or the Administrator
has been obtained or is being used by the Adviser or the Administrator in violation of any contractual obligation binding on the Adviser, the Administrator, or any of their respective officers, directors or employees or otherwise in violation of the
rights of any persons; neither of the Adviser or the Administrator has received any written or oral communications alleging that they have violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration
Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Adviser and Administrator Intellectual Property of any other person or entity, except for such violations, infringements or conflicts
that would not have an Adviser Material Adverse Effect or an Administrator Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not reasonably be expected
to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, neither of the Adviser or the Administrator knows of any infringement by others of Adviser and Administrator Intellectual Property owned by or licensed to
the Adviser or the Administrator.
 (l) Each of the Adviser and the Administrator is in compliance in all material respects with all
presently applicable provisions of ERISA; no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Adviser and the Administrator would have any liability;
the Adviser and the Administrator has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the
Code; and each “pension plan” for which the Adviser and the Administrator would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

 18

 (m) None of the Adviser, the Administrator, nor any of its subsidiaries, nor any director,
officer, agent, employee or affiliate of the Adviser or the Administrator, nor any director, officer, agent or affiliate of any subsidiary of the Adviser or the Administrator nor, to the knowledge of the Adviser or the Administrator, any employee of
any subsidiary of the Adviser or the Administrator is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of FCPA, or any applicable law or regulation implementing the OECD Convention on
Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws, including making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the any applicable anti-bribery or anti-corruption laws, and the Adviser, the
Administrator, and their respective subsidiaries and affiliates have conducted their businesses in compliance with any applicable anti-bribery or anti-corruption laws and have instituted, maintained and enforced and will continue to maintain and
enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

 3. Purchase, Sale and Delivery of the Securities .

 (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company
hereby agrees to sell to the Underwriters, severally and not jointly, the respective aggregate principal amount of Securities set forth opposite the name of the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly,
agrees to purchase the respective aggregate principal amount of Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of
fractional Securities, in each case at a purchase price of 98.500% of the aggregate principal amount (the “ Purchase Price ”).

 (b) Payment of the purchase price for, and delivery of any certificates for, the Securities shall be made at the offices of Duane Morris LLP,
22 Vanderbilt, 335 Madison Avenue, 23 rd Floor, New York, NY 10017 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M. (New York City time) on
June 5, 2026 (unless postponed in accordance with the provisions of Section 8 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company
(such time and date of payment and delivery being herein called “ Closing Date ”).
 Payment shall be made to the
Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative for the respective accounts of the Underwriters of the Securities to be purchased by them. It is
understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. The Representative, individually and
not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall
not relieve such Underwriter from its obligations hereunder.

 19

 (c) Certificates for the Securities shall be in such denominations and registered in such
names as the Representative may request in writing at least two full business days before the Closing Date.
 4. Expenses . The
Company agrees to pay the reasonable costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits
thereto) and the Prospectus, and each amendment or supplement to either of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration
Statement, the General Disclosure Package, and the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the costs
and expenses incurred by the Company arising out of the marketing of the sale of the Securities to investors; (iv) the preparation, printing, authentication, issuance and delivery of the Securities; (v) the printing (or reproduction) and
delivery of this Agreement, any blue sky memorandum and all closing documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for offer and sale
under the securities or blue sky laws of the several states (including filing fees); (vii) any filings required to be made with FINRA (including filing fees); (viii) the fees and expenses of the Company’s accountants and the fees and expenses
of counsel for the Company; (ix) the fees and expenses of the Trustee and (x) all other reasonable costs and expenses incurred by the Company, the Adviser or the Administrator incident to the performance by the Company of its obligations
hereunder.
 5. Agreements of the Company . The Company agrees with the Underwriters that:

 (a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or
supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative a copy for its review prior to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration
Statement to which the Representative reasonably objects. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A under the 1933 Act, or filing of the Prospectus is otherwise required
under Rule 424, the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to Rule 424 within the time period prescribed and will provide
evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (1) when the Prospectus, and any supplement thereto, will have been filed (if required) with the Commission pursuant to Rule
424 or when any Rule 462(b) Registration Statement will have been filed with the Commission, (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement will have been filed or become effective,
(3) of any request by the Commission or its staff for any amendment of the Registration Statement or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (4) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or the

 20

institution or, to the knowledge of the Company, threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension of
the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
 (b) The Company will comply with the requirements of
Rule 430B under the 1933 Act and will notify the Representative immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or any new registration statement relating to
the Securities or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or the filing of a new
registration statement or any amendment or supplement to the Prospectus or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration
statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection
with the offering of the Securities. The Company will promptly effect the filings required under Rule 424, in the manner and within the time period required by Rule 424, notify the Representative of the filing thereof, and take such steps as it
deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

 (c) If at any time when the Prospectus is required by the 1933 Act or the Exchange Act to be delivered in connection with sales of the
Securities, any event will occur or condition will exist as a result of which it is necessary, in the reasonable opinion of outside counsel to the Underwriters or the Company, to amend the Registration Statement in order that the Registration
Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it will be necessary, in the reasonable opinion of such outside counsel, at any such time to amend the Registration Statement, to file a new registration statement, or to amend or supplement the Prospectus in order to comply with
the requirements of the 1933 Act, the Company will (i) promptly prepare and file with the Commission, such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such
requirements, provided that the Company shall not make any filing to which the Representative reasonably objects, (ii) use its best efforts to have such amendment or new registration statement declared effective as soon as practicable, and
(iii) furnish to the Representative, without charge, such number of copies of such amendment, supplement or new registration statement as the Representative may reasonably request.

 21

 (d) The Company will cooperate with the Representative in endeavoring to qualify the
Securities for sale under the securities laws of such jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for
that purpose; provided the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will,
from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the
Securities.
 (e) The Company will deliver to, or upon the order of, the Representative during the period when delivery of a Prospectus is
required under the 1933 Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request. The Company will deliver to the Representative at or before the Closing Date, a copy
of the signed Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed
therewith that may reasonably be requested) and of all amendments thereto, as the Representative may reasonably request.
 (f) The Company
will comply with the 1933 Act and the Exchange Act so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus.

 (g) If the General Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available
to prospective purchasers and any event will occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any
time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to
the General Disclosure Package.
 (h) The Company will make generally available to its security holders, as soon as it is practicable to do
so, an earnings statement or statements (which need not be audited), which will satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 under the 1933 Act and will advise the Representative in writing when such statement has been
so made available.
 (i) No offering, sale, short sale or other disposition of any debt securities issued or guaranteed by the Company or
other securities convertible into or exchangeable or exercisable for debt securities issued or guaranteed by the Company or derivative of debt securities issued or guaranteed by the Company (or agreement for such) will be made for a period of 90
days after the date of the Prospectus, directly or indirectly, by the Company otherwise than hereunder or with the prior written consent of the Representative.

 22

 (j) The Company will apply the net proceeds of its sale of the Securities as set forth in
the Registration Statement, the General Disclosure Package and the Prospectus.
 (k) The Company will cooperate with the Representative and
use its commercially reasonable efforts to permit the offered Securities to be eligible for clearance and settlement through the facilities of DTC.

 (l) The Company will maintain a trustee, paying agent and registrar for the Notes.

 (m) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably
be expected to constitute, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities, except as may be allowed by law.

 (n) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be
filed with the Commission pursuant to the 1933 Act, the Exchange Act and the 1940 Act within the time periods required by such act, rule or regulation. To the extent the distribution of Securities has been completed, the Company will not be required
to provide the Underwriters with reports it is required to file with the Commission under the Exchange Act.
 6. Conditions to the
Underwriters’ Obligations . The obligations of the Underwriters to purchase the Securities on the Closing Date are subject to the accuracy, as of the Applicable Time or the Closing Date, as the case may be, of the representations and
warranties of the Company, the Adviser and the Administrator contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

 (a) The Registration Statement and all post-effective amendments thereto shall have become effective and the Prospectus shall have been filed
as required by Rules 424, 430A or 430B under the 1933 Act, as applicable, within the time period prescribed by, and in compliance with the 1933 Act, and any request of the Commission for additional information (to be included in the Registration
Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued
and no proceedings for that purpose or pursuant to Section 8A under the 1933 Act shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission and no injunction, restraining order or order of
any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Securities.

 (b) The Representative shall have received from Kirkland & Ellis LLP, counsel for the Company (the “ Company
Counsel ”), an opinion and a negative assurance letter, and from Venable LLP, special Maryland counsel for the Company (“ Maryland Counsel ”), an opinion, each dated the Closing Date, addressed to the
Representative in form and substance reasonably satisfactory to the Representative.

 23

 (c) The Representative shall have received from Duane Morris LLP, counsel to Underwriters
(“ Underwriters’ Counsel ”), an opinion dated the Closing Date, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.

 (d) The Representative shall have received, on each of the date hereof and the Closing Date, the letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the Representative, of PricewaterhouseCoopers LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to
underwriters, delivered in accordance with Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the financial statements and certain financial and statistical information contained in the Registration Statement,
the General Disclosure Package and the Prospectus.
 (e) Each of the Company, the Adviser and the Administrator shall have furnished to the
Representative, on the Closing Date, a certificate substantially in the form of Exhibit 6(e) .
 (f) The Company and the Trustee
shall have executed and delivered each of the Base Indenture, the Seventh Supplemental Indenture and the Securities.
 (g) Each of the
Company, the Adviser and the Administrator shall have furnished to the Representative such further certificates and documents as the Representative may reasonably require for the purpose of enabling the Underwriters to pass upon the issuance and
sale of the Securities as herein contemplated.
 (h) Within 60 days following the Closing Date, the Company shall obtain a rating on the
Securities from a “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act). At the Closing Date and since the execution of this Agreement, there shall not have been any decrease in
the rating of any debt of the Company by any nationally recognized statistical rating organization, or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the
direction of the possible change, and no such organization shall have publicly announced it has under surveillance or review any such rating.

 The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in
all material respects satisfactory to the Representative and to Underwriters’ Counsel.
 If any of the conditions hereinabove
provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the
Company of such termination in writing at or prior to the Closing Date.
 In such event, the Company and the Underwriters shall not be
under any obligation to each other (except to the extent provided in Sections 4 and 7 hereof).

 24

 7. Indemnification and Contribution .

 (a) The Company, the Adviser and the Administrator, jointly and severally, agree to indemnify and hold harmless the Underwriters, the
directors, officers, employees and agents of the Underwriters and each person who controls the Underwriters within the meaning of either Section 15 of the 1933 Act or Section 20 of the Exchange Act:

 (i) against any and all loss, liability, claim, damage and expense whatsoever, arising out of any untrue or alleged untrue
statement of a material fact contained in the Registration Statement for the Securities as originally filed or in any amendment thereof (and including any post-effective amendment), the General Disclosure Package or the Prospectus or in any Sales
Material (or any amendment or supplement to any of the foregoing), or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading;
 (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and

 (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the
Representative), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

 provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration
Statement (or any amendment thereto), or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the following
information in the Prospectus furnished on behalf of each Underwriter: (i) their names and (ii) the twelfth through the fourteenth paragraphs of text under the caption “Underwriting.”

 (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their respective
directors, each of their respective officers who sign the Registration Statement, and each person who controls the Company, the Adviser and the Administrator within the meaning of either Section 15 of the 1933 Act or Section 20 of the
Exchange Act, to the same extent as the indemnity from the Company, the Adviser and the Administrator to the Underwriters set forth in Section 7(a)(i) and the proviso thereto, but only with reference to written information
relating to the Underwriters furnished to the Company by or on behalf of the Underwriters specifically for inclusion in the documents referred to in the foregoing indemnity. The Underwriters agree to reimburse each such

 25

indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action to which
they are entitled to indemnification pursuant to this Section 7(b) . This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

 (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 7 , such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing. No
indemnification provided for in Section 7 shall be available to any party who shall fail to give notice as provided in this Section 7(c) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability which it or they may have
to the indemnified party for contribution or otherwise than on account of the provisions of Section 7 . In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the fees and expenses of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume the defense and employ counsel acceptable to the indemnified party within a
reasonable period of time after notice of commencement of the action. Such firm shall be designated in writing by the Representative in the case of parties indemnified pursuant to Section 7(a) and by the Company in the case
of parties indemnified pursuant to Section 7(b) . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying party will not, without the prior written
consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified party is an
actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding and does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
 (d) To
the extent the indemnification provided for in Section 7 is unavailable to or insufficient to hold harmless an indemnified party under Section 7(a) or (b) above in respect of any
losses, liabilities, claims, damages or expenses (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by

 26

such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company, the Adviser and the Administrator, on the one hand, and the Underwriters, on the other, from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the
Company, the Adviser or the Administrator, on the one hand, and the Underwriters, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect
thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, the Adviser and the Administrator, on the one hand, and the Underwriters, on the other, shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case, as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company, on the one hand, or the Underwriters, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

 The Company, the Adviser, the Administrator and the Underwriters agree that it would not be just and equitable if contributions pursuant to
this Section 7(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7(d) . The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to
above in this Section 7(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(d) , (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter and
(ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 (e) Any contribution by the Company, the Adviser or the Administrator shall be subject to the requirements and limitations of
Section 17(i) of the 1940 Act and Investment Company Act Release 11330, as amended or updated.
 8. Default by One or More
Underwriters. If one or more of the Underwriters shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “ Defaulted Securities ”), the Representative
shall use reasonable efforts, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then:

 27

 (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the
aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on
such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

 No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its
default.
 In the event of any such default which does not result in a termination of this Agreement, the Representative shall have the
right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein,
the term “ Underwriter ” includes any person substituted for an Underwriter under this Section 8 .

 9. Termination . This Agreement may be terminated by the Representative by notice to the Company (a) at any time prior to the
Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development
involving a prospective material adverse change in or affecting the earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, which the Representative deems to materially impair the investment quality of the Securities, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other
national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions, if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the
financial markets of the United States would, in the judgment of the Representative, materially impair the investment quality of the Securities, (iii) suspension of trading in securities generally on the New York Stock Exchange or Nasdaq or
limitation on prices (other than limitations on hours or numbers of days of trading), (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) the suspension of trading of any security of the Company by
Nasdaq, the Commission or any other governmental authority or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative has a material adverse effect
on the securities markets in the United States; or (b) as provided in Section 6 of this Agreement.
 10.
 Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The provisions of Section 4 , Section 7 , Section 10 , Section 14 ,
 Section 16 and Section 17 shall survive the termination or cancellation of this Agreement.

 28

 11. Recognition of the U.S. Special Resolution Regimes .

 (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any
such interest and obligation, were governed by the laws of the United States or a state of the United States.
 (b) In the event that any
Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 (c) For purposes of this Section 11, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in,
and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 12. Notices . All communications hereunder will be in writing and effective only on receipt, and will be mailed (postage prepaid,
certified or registered mail, return receipt requested), delivered or transmitted by any standard form of telecommunication:

 (a)
 if to the Underwriters:

 B. Riley Securities, Inc.
 1655
Fort Myer Drive, Suite 1200
 Arlington, VA 22209

 Attention: General Counsel

 with an additional copy to:

 Duane Morris LLP 22
 Vanderbilt

 335 Madison Avenue, 23 rd Floor

 New York, NY 10017
 Attention:
James T. Seery (which copy shall not constitute notice)

 29

 (b)
 if to the Company, the Adviser or the Administrator:

 Gladstone Capital Corporation

 1521 Westbranch Drive, Suite 100

 McLean, VA 22102
 Attention:
Robert Marcotte
 with an additional copy to:

 Kirkland & Ellis LLP

 1301 Pennsylvania Avenue, N.W.

 Washington, D.C. 20004

 Attention: William J. Tuttle, P.C. (which copy shall not constitute notice)

 13. Successors . This Agreement has been and is made solely for the benefit of the Underwriters, the Company, the Adviser, the
Administrator and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any
of the Securities from any Underwriter shall be deemed a successor or assign merely because of such purchase.
 14. No Fiduciary
Duty . The Company hereby acknowledges that (a) the offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand,
and the Underwriters and any affiliate through which an Underwriter may be acting, on the other, (b) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on related or other matters), and (c) the Company’s engagement of the Underwriters in connection with the
offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective
of whether any Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that any Underwriter has rendered advisory services of any nature or respect, or owe an agency,
fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
 15. Integration .
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters with respect to the subject matter hereof.

 16. Applicable Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

 30

 17. Waiver of Jury Trial . The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

 18. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
 19. Headings . The section headings used herein are for convenience only and
shall not affect the construction hereof.
 20. Partial Unenforceability . The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

 [Remainder of Page Intentionally Blank]

 31

 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters.

 Very truly yours,

 Gladstone Capital Corporation

 By:

 /s/ Robert Marcotte

 Name:

 Robert Marcotte

 Title:

 Chief Executive Officer

 Gladstone Management Corporation

 By:

 /s/ David Gladstone

 Name:

 David Gladstone

 Title:

 Chief Executive Officer

 Gladstone Administration, LLC

 By:

 /s/ Michael B. LiCalsi

 Name:

 Michael B. LiCalsi

 Title:

 President

 [Signature Page to
Underwriting Agreement]

 The foregoing Agreement is hereby confirmed and accepted as of the date first-written above.

 B. Riley Securities, Inc.

 By:

 /s/ Andy Moore

 Name:

 Andy Moore

 Title:

 Chief Executive Officer

 For itself and as Representative of the Underwriters named in Exhibit A hereto

 [Signature Page to
Underwriting Agreement]

 EXHIBIT A

 UNDERWRITERS

 Name of Underwriter

 Aggregate Principal
Amount of Securities

 B. Riley Securities, Inc.

 $
 60,000,000

 Total

 $
 60,000,000

 Exhibit A-1

 EXHIBIT B

 PRICE-RELATED INFORMATION

 [See attached]

 Filed Pursuant to Rule 433

 Issuer Free Writing Prospectus dated June 3, 2026

 Relating to Prospectus dated January 17, 2024

 Registration No. 333-275934

 Pricing Terms
 GLADSTONE
CAPITAL CORPORATION
 $60,000,000

 7.000% Notes Due 2029

 Pricing Term Sheet

 June 3, 2026
 The following sets
forth the final terms of the 7.000% Notes due 2029 (the “Notes”) and should only be read together with the prospectus dated January 17, 2024, relating to these securities. All references to dollar amounts are references to U.S.
dollars. 

 Issuer:

 Gladstone Capital Corporation, a Maryland corporation (the “Company”)

 Title of the Securities:

 7.000% Notes due 2029

 Rating:*

 The Company will obtain a rating on the Notes from a nationally recognized statistical rating organization by August 5, 2026.

 Aggregate Principal Amount Being Offered:

 $60,000,000

 Issue Price:

 100.00%

 Principal Payable at Maturity:

 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the Notes or at such other
office as the Company may designate.

 Type of Note:

 Fixed rate note

 No Established Trading Market:

 We do not intend to list the Notes on any securities exchange or automated dealer quotation system. We cannot assure you that a liquid market for the Notes will develop or be maintained.

 Stated Maturity Date:

 December 15, 2029

 Interest Rate:

 7.000% per year, payable semi-annually in arrears.

 Underwriting Discount:

 1.500%

 Net Proceeds to the Issuer, before Expenses:

 98.500%

 Day Count Basis:

 360-day year of twelve 30-day months

 Trade Date:

 June 4, 2026

 Settlement Date:

 June 5, 2026 (T+1)

 Date Interest Starts Accruing:

 June 5, 2026

 Interest Payment Dates:

 June 15 and December 15 of each year, commencing on December 15, 2026. If an interest payment date falls on a non-business day, the applicable interest payment will be made on
the next business day and no additional interest will accrue as a result of such delayed payment.

 Interest Periods:

 The initial interest period will be the period from and including June 5, 2026, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest
payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.

 Specified Currency:

 U.S. Dollars

 Denominations:

 The Company will issue the Notes in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

 Business Day:

 Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or the place of payment are authorized or required by law or executive order to close.

 Optional Redemption:

 Prior to September 15, 2029 (three months prior to the maturity date of the Notes) (the “Par Call Date”), the Company may
redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus,
in either case, accrued and unpaid interest thereon to the redemption date.
 On or after the Par Call Date, the Company may redeem the Notes, in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

 Other Terms of the Notes:

 As set forth on Exhibit A hereto

 CUSIP / ISIN:

 376535 AH3 / US376535AH33

 Use of Proceeds:

 The Company intends to use the net proceeds from this offering to repay a portion of the amount outstanding under its revolving credit facility, to fund new investment opportunities, and for other general corporate
purposes.

 Book-Running Manager:

 B. Riley Securities, Inc.

 Trustee, Paying Agent, and Security Registrar:

 U.S. Bank Trust Company, National Association

 *
 Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.

 Investors are advised to carefully consider the investment objective, risks, charges and expenses of the
Company before investing.
 This pricing term sheet is not an offer to sell or the solicitation of offers to buy, nor will there be any sale of the
Notes referred to in this pricing term sheet, in any jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

 A shelf registration statement relating to these securities is on file with, and has been declared effective by, the SEC. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site
at www.sec.gov . Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: B. Riley Securities, Inc.,
Attention: Syndicate Prospectus Department, 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia 22209, by telephone at (703) 312-9580, or by email at prospectuses@brileysecurities.com .

 Exhibit A

 Description of the Notes

 Exhibit 6(e) – Officer Certificates

 COMPANY OFFICERS’ CERTIFICATE

 The undersigned, the duly qualified and elected Chief Executive Officer and Chief Financial Officer of Gladstone Capital Corporation, a
corporation organized under the laws of Maryland (the “ Company ”), do hereby certify in such capacity and on behalf of the Company, pursuant to Section 6(e) of the Underwriting Agreement dated
June 3, 2026 (the “ Underwriting Agreement ”) among the Company, Gladstone Management Corporation, a Delaware corporation, Gladstone Administration, LLC, a Delaware limited liability company, and B. Riley Securities,
Inc., as representative of the several underwriters named in Exhibit A thereto (collectively, the “ Underwriters ”), providing for the offer and…

EX-4.1 · d151987dex41.htm

EX-4.1
 3
 d151987dex41.htm
 EX-4.1

 Exhibit 4.1

 SEVENTH SUPPLEMENTAL INDENTURE

 between
 GLADSTONE
CAPITAL CORPORATION
 and

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to

 U.S. BANK NATIONAL ASSOCIATION), as Trustee

 Dated as of June 5, 2026

 THIS SEVENTH SUPPLEMENTAL INDENTURE (this “ Seventh Supplemental Indenture ”), dated as of June 5, 2026, is between
Gladstone Capital Corporation, a Maryland corporation (the “ Company ”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “ Trustee ”).
All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
 RECITALS OF THE COMPANY

 WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of November 6, 2018 (the “ Base
Indenture ” and, as supplemented by this Seventh Supplemental Indenture, the “ Indenture ”), to provide for the issuance by the Company from time to time of the Securities, to be issued in one or more series as provided in
the Base Indenture;
 WHEREAS, the Company desires to initially issue and sell $60,000,000 aggregate principal amount of the
Company’s 7.000% notes due 2029 (the “ Notes ”);
 WHEREAS, Sections 2.01, 9.01(e) and 9.01(g) of the Base
Indenture provide that, without the consent of the Holders of the Securities of any series issued under the Indenture, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Base Indenture to (i) add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of
Securities, as set forth in the Base Indenture and (ii) provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01 of the Base Indenture, to establish the form of
any certifications required to be furnished pursuant to the terms of the Base Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities;

 WHEREAS, the Company desires to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of
the Base Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “ Future Supplemental Indenture ”)); and

 WHEREAS, the Company has duly authorized the execution and delivery of this Seventh Supplemental Indenture to provide for the issuance of the
Notes and all acts and things necessary to make this Seventh Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed,

 NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
 ARTICLE I

 TERMS OF THE NOTES

 Section 1.01 . Terms of the Notes. The following terms relating to the Notes are hereby established:

 (a) The Notes shall constitute a series of Securities having the title “7.000% Notes due 2029”. The Notes shall bear a CUSIP number
of 376535 AH3 and an ISIN number of US376535AH33, as may be supplemented or replaced from time to time.
 (b) The aggregate principal
amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05,
2.06, 2.07, 3.02(a) and 9.04 of the Base Indenture) shall be $60,000,000. Under a Board Resolution, Officer’s Certificate pursuant to Board Resolutions or a Future Supplemental Indenture, the Company may from time to time, without the consent
of the Holders of Notes, issue additional Notes (in any such case, “ Additional Notes ”) having the same ranking and the same interest rate, maturity and other terms as the Notes; provided that, if such Additional Notes are not
fungible with the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes shall have different CUSIP numbers from the Notes (and any such other tranche of Additional Notes). Any Additional
Notes and the existing Notes shall constitute a single series under the Indenture, and all references to the relevant Notes herein shall include the Additional Notes unless the context otherwise requires.

 (c) The entire outstanding principal of the Notes shall be payable on December 15, 2029 unless earlier redeemed or repurchased in
accordance with the provisions of the Indenture.
 (d) The rate at which the Notes shall bear interest shall be 7.000% per annum. The date
from which interest shall accrue on the Notes shall be June 5, 2026, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 15 and December 15
of each year, commencing December 15, 2026 ( provided that , if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment shall be made on the next succeeding Business Day and no additional
interest shall accrue as a result of such delayed payment); the initial interest period shall be the period from and including June 5, 2026, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods shall be the
periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, shall
be paid to the Person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be June 1 and December 1 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes shall be made at the office of the Trustee located at 111 Fillmore Avenue, St. Paul, MN 55107
Attention: Gladstone Capital Corporation (7.000% Notes Due 2029) or at such other address as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided , however , that, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided,
further, however , that, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and

 2

interest, if any, on the Notes by wire transfer of immediately available funds to an account at a bank within the United States on the date when such amount is due and payable and as further set
forth in Section 4.01 of the Indenture; provided , further , however , that, so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures
established by The Depository Trust Company and the Trustee. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

 (e) The Notes shall be initially issuable in global form (each such Note, a “ Global Note ”). The Global Notes and the
Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Seventh Supplemental Indenture. Each Global Note shall represent the aggregate principal amount of the
Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any new Global Note reflecting the amount of any increase or decrease in the amount of Outstanding Notes represented thereby
shall be made by the Trustee in accordance with Section 3.03 of the Base Indenture.
 (f) The depositary for such Global Notes (the
“ Depository ”) shall be DTC. The Security Registrar with respect to the Global Notes shall be the Trustee.
 (g) The
Notes shall be redeemable pursuant to Section 3.01 of the Base Indenture and as follows:
 (i) Prior to the Par Call
Date, the Company may redeem the Notes at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the
greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the
principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

 On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a
Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

 “Par Call Date” means September 15, 2029.

 “Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with
the following two paragraphs.
 The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or
after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the

 3

Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield
corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for
the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
 If on the third business day
preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,
New York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security
maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the
Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of
the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States
Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all
purposes, absent manifest error.
 (ii) Notice of any redemption shall be mailed or electronically delivered (or otherwise
transmitted in accordance with the Depository’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed.

 (iii) Any exercise of the Company’s option to redeem the Notes shall be done in compliance with the Investment Company
Act, to the extent applicable.
 (iv) In the case of a partial redemption, selection of the Notes for redemption will be
made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $1,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon
surrender for cancellation of the original Note. For so long as the Notes are held by the Depository, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depository.

 4

 (v) Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest shall cease to accrue on the Notes or portions thereof called for redemption hereunder.
 (h) The Notes
shall not be subject to any sinking fund pursuant to Section 3.04 of the Base Indenture.
 (i) The Notes shall be issuable in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
 (j) Holders of the Notes shall not have the option to have
the Notes repaid prior to the Stated Maturity other than in accordance with Article 15 of the Indenture.
 ARTICLE II

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 Section 2.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 1 of the Base Indenture shall be amended by adding the following defined terms to Section 1.01 in appropriate
alphabetical sequence, as follows:
 “‘ Act ’, when used with respect to any Holder of a Note, has the meaning
specified in Section 8.01 of the Indenture.”
 “‘ Below Investment Grade Rating Event ’ means the Notes
are downgraded below Investment Grade by the Rating Agency on any date from the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following
public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by the Rating Agency); provided that a Below Investment
Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of
the definition of Change of Control Repurchase Event hereunder) if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at its request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at
the time of the Below Investment Grade Rating Event).”
 “‘ Change of Control ’ means the occurrence of any of
the following:
 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are
used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled
Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;

 5

 (2) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting
power rather than number of shares; or
 (3) the approval by the Company’s stockholders of any plan or proposal
relating to the liquidation or dissolution of the Company.”
 “‘ Change of Control Repurchase Event ’ means
the occurrence of a Change of Control and a Below Investment Grade Rating Event.”
 “‘ Company Order ’ means,
a written request or order signed in the name of the Company by the Chief Executive Officer, President or a Vice President of the Company, and by a Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer, Secretary, Co-Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.”

 “‘ Controlled Subsidiary ’ means any subsidiary of the Company, 50% or more of the outstanding equity interests of
which are owned by the Company and its direct or indirect subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting
equity interests, by agreement or otherwise.”
 “‘ Default ’ means any event that is, or after notice or
passage of time or both would be, an Event of Default.”
 “‘ DTC ’ means The Depository Trust Company, New
York, New York.”
 “‘ Egan-Jones ’ means Egan-Jones Ratings Company or any successor thereto.”

 “‘ Exchange Act ’ means the United States Securities Exchange Act of 1934, as amended, and the rules, regulations and
interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.”

 “‘ GAAP ’ means generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.”

 “‘ Holder ” means the Person or Persons in whose name or names a particular Note is registered on the Security Register
kept for that purpose in accordance with the terms of this Indenture.”
 “‘ Investment Company Act ’ means the
United States Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.”

 “‘ Investment Grade ’ means a rating of BBB- or better by Egan-Jones (or its
equivalent under any successor rating categories of Egan-Jones) (or, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by
the Company as a replacement Rating Agency).”

 6

 “‘ Maturity ’, when used with respect to any Note, means the date on
which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment,
notice of exchange or conversion or otherwise.”
 “‘ Permitted Holders ’ means (i) the Company,
(ii) one or more Controlled Subsidiaries or (iii) Gladstone Management Corporation, any affiliate of Gladstone Management Corporation or any entity that is managed or advised by Gladstone Management Corporation or any of their
affiliates.”
 “‘ Rating Agency ’ means:

 (1) Egan-Jones; and

 (2) if Egan-Jones ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the
Company’s control, a “nationally recognized statistical rating organization” as defined in Section (3)(a)(62) of the Exchange Act selected by the Company as a replacement agency for Egan-Jones.”

 “‘ Redemption Date ’, when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for
such redemption by or pursuant to this Indenture.”
 “‘ Redemption Price ’, when used with respect to any Note
to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.”
 “‘ Regular Record
Date ’ for the interest payable on any Interest Payment Date on the Notes means the date specified for that purpose as contemplated by Section 1.01(d) of the Seventh Supplemental Indenture.”

 “‘ Special Record Date ’ for the payment of any Defaulted Interest on the Notes means a date fixed by the Trustee
pursuant to Section 2.03 of this Indenture.”
 “‘ Stated Maturity ’ means, when used with respect to any
Note or any installment of principal thereof or interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.”

 “‘ Trustee ’ means U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National
Association), and, subject to the provisions of Article 7 of this Indenture, its successors and assigns under the Indenture.”

 “‘ Voting Stock ’ as applied to stock of any person, means shares, interests, participations or other equivalents in
the equity interest (however designated) in such person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such person, other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.”
 Section 2.02. Except as may be provided in a
Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 1 of the Base Indenture shall be amended by replacing the
definitions of “Business Day”, “Corporate Trust Office” and “Officer’s Certificate” in Section 1.01 with the following:

 “‘ Business Day ’, when used with respect to any particular location referred to in this Indenture or in the Notes,
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York, or St. Paul, Minnesota, the city in which the Corporate Trust Office is located or that particular location are
authorized or obligated by law or executive order to close.”

 7

 “‘ Corporate Trust Office ’ means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 111 Fillmore Avenue East, St. Paul, Minnesota 55107, Attention: Global Corporate Trust/Wally Jones, Reference: Gladstone Capital
Corporation (7.000% Notes due 2029), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company).”
 “‘ Officer’s
Certificate ’ means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer (or, in each case, any permitted designee of such Person as may be identified as
such in a writing delivered to the Trustee from time to time), and by any President, the Treasurer, or the Secretary of the Company and delivered to the Trustee.”

 ARTICLE III
 REDEMPTION
OF NOTES
 Section 3.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the
Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 3.02 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “(a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance
with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 10 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period
is specified in the Notes to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of the Notes designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Notes or any other series. In the case of any
redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms thereof or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any
such restriction.
 Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which the Notes
are to be redeemed, and shall state that payment of the redemption price of the Notes to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Notes, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is from a sinking fund, if such is the case. If less than all the Notes are to be redeemed, the notice to the
holders of the Notes to be redeemed in part shall specify the particular Notes to be so redeemed.
 In case any Security is to be redeemed
in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the Redemption Date, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be issued.

 8

 (b) If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall
be selected by the Trustee, or by the Depository in the case of Global Notes, in compliance with the requirements of DTC, from the Outstanding Notes not previously called for redemption, or if the Notes are not held through DTC, or DTC prescribed no
method of selection, the selection of Notes for redemption shall be made pro rata, by lot or such other method as the Trustee, in its sole discretion, shall deem appropriate and fair and subject to and otherwise in accordance with the procedures of
the applicable Depository; provided that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than the minimum authorized denomination for the Notes.”

 ARTICLE IV
 COVENANTS

 Section 4.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders
of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 4.01 of the Base Indenture shall be amended and restated as follows:

 “The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Notes at the
time and place and in the manner provided herein and established with respect to such Notes. Payments of principal on the Notes may be made at the time provided herein and established with respect to such Notes by U.S. dollar check drawn on and
mailed to the address of the Holder entitled thereto as such address shall appear in the Security Register. Alternatively, at the request of the registered Holder, the Company will pay the principal of (and premium, if any, on) and interest, if any,
on the Notes by wire transfer of immediately available funds to an account at a bank within the United States, on the date when such amount is due and payable. To request payment by wire transfer, the registered Holder must give the Security
Registrar and the Trustee (or other paying agent) appropriate wire transfer instructions at least 15 Business Days before the requested payment is due. In the case of any interest payment due on an Interest Payment Date, the instructions must be
given by the person who is the registered Holder on the Regular Record Date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in accordance with this Section.”

 Section 4.02 . Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article 4 of the Base Indenture shall be amended by adding the following new Sections 4.06, 4.07 and 4.08 thereto, each as set forth
below:
 “ Section 4.06. Section 18(a)(1)(A) of the Investment Company Act.

 The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate
Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions, whether or not the Company continues to be subject to such provisions of the Investment Company Act but giving effect, in either
case, to any exemptive relief granted to the Company by the SEC.”

 9

 “ Section 4.07. Section 18(a)(1)(B) of the
Investment Company Act.
 The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company shall
not declare any dividend (except a dividend payable in stock of the Company), or declare any other distribution, upon a class of the Company’s capital stock, or purchase any such capital stock, unless, in every such case, at the time of the
declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case,
to any no-action relief granted by the Commission to another business development company and upon which the Company may reasonably rely (or to the Company if it determines to seek such similar no-action or other relief) permitting the business development company to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the Investment Company Act, in order to maintain such business development company’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.”

 “ Section 4.08. Commission Reports and Reports to Holders.

 If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any
periodic reports with the Commission, the Company agrees to furnish to Holders of the Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the
Company, audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated
financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”

 ARTICLE V
 REMEDIES

 Section 5.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders
of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 6.01(a) and (b) of the Base Indenture shall be amended and restated as follows:

 “(a) Whenever used herein with respect to the Notes, “Event of Default” means any one or more of the following events that
has occurred and is continuing:
 (1) the Company does not obtain a rating on the Notes from a “nationally recognized
statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act by August 4, 2026;
 (2)
default in the payment of any interest upon any Note when such interest becomes due and payable, and continuance of such default for a period of 30 days; or

 (3) default in the payment of the principal of any Note when it becomes due and payable at its maturity, upon optional
redemption, upon any required repurchase, upon declaration of acceleration or otherwise; or
 (4) default in the
performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any Note (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of a series of Securities other than the Notes), and continuance of such default

 10

or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

 (5)
 the Company, pursuant to or within the meaning of any Bankruptcy Law:

 a.
 commences a voluntary case or proceeding under any Bankruptcy Law,

 b.
 consents to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition
or answer or consent seeking reorganization or relief against it,

 c.
 consents to the entry of a decree or order for relief against it in an involuntary case or proceeding,

 d.
 consents to the filing of such petition or to the appointment of or taking possession by a Custodian of the
Company or for all or substantially all of its property, or

 e.
 makes an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts
generally as they become due or takes any corporate action in furtherance of any such action; or

 (6)
 a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 a.
 is for relief against the Company in an involuntary case or proceeding, or

 b.
 adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company, or

 c.
 appoints a Custodian of the Company or for all or substantially all of its property, or

 d.
 orders the winding up or liquidation of the Company,

 and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days; or
 (7) if, pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act, on the last
business day of each of twenty-four consecutive calendar months the Notes shall have an asset coverage (as such term is used in the Investment Company Act of 1940) of less than 100%.”

 11

 Section 5.02. Except as may be provided in a Future Supplemental
Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 6.01(b) of the Base Indenture shall be amended and restated as follows:

 “(b) In each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and accrued and unpaid interest
on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee
of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.”

 Section 5.03. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 6.02(a) of the Base Indenture shall be amended and restated as follows:

 “(a) The Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Notes, or
in any payment required by any sinking or analogous fund established with respect to that series, as and when the same shall have become due and payable, and such default shall have continued for a period of 30 days, or (ii) in case it shall
default in the payment of the principal of (or premium, if any, on) any of the Notes when the same shall have become due and payable, whether upon maturity of the Notes or upon redemption or upon declaration or otherwise then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Notes, the whole amount that then shall have been become due and payable on all such Notes for principal (and premium, if any) or interest, or both, as the case may
be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Notes; and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.”

 Section 5.04. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the first paragraph of Section 6.04 of the Base Indenture shall be amended and restated as follows:

 “No holder of any Note shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the Notes specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the Notes then Outstanding shall
have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and
(v) during such 60 day period, the holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request.”

 12

 ARTICLE VI

 CONCERNING THE SECURITYHOLDERS

 Section 6.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the second paragraph of Section 8.01 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “If the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or
other act (each, an “ Act ”), the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders of the Notes entitled to give such Act, but the Company shall have no
obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which date shall be a date not earlier than the date 30 days prior to the first solicitation of Holders of the Notes generally in
connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such Act may be given before or after such record date, but only the Holders of the Notes of record at the close of business on such
record date shall be deemed to be Holders for the purposes of determining whether Holders of the Notes of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Outstanding Notes
shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of the Notes on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.”
 ARTICLE VII

 SUPPLEMENTAL INDENTURES

 Section 7.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.01 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “Without the consent of any Holders of the Notes, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

 (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities contained; or
 (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any
right or power herein conferred upon the Company; or
 (c) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series);
provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such default; or

 13

 (d) to change or eliminate any of the provisions of this Indenture; provided
that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or

 (e) to secure the Securities; or

 (f) to establish the form or terms of Securities of any series as permitted by Section 2.01, including the provisions and
procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or

 (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or

 (h) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

 (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Sections 11.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in
any material respect.
 Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the
Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.”

 Section 7.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.02 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Notes affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture that affects the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Note:
 (a) change the Stated
Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Note; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest thereon), or any

 14

premium payable upon the redemption thereof, or reduce the portion of the principal of a Note that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.01(b), or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 6.02(c), or adversely affect any right of repayment at the option of the Holder, or change any place of payment where, or the
currency in which, any Note or any premium or interest thereon is payable, or change the ranking of the Notes, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption Date), or
 (b) reduce the percentage in
principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce any requirements of Section 8.01 for quorum or voting, or

 (c) modify any of the provisions of this Section or Section 6.01(c) except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of
a Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 9.01(h).

 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.
 A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
 The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite
percentage having been obtained prior to the date that is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.”

 15

 ARTICLE VIII

 SUCCESSOR ENTITY

 Section 8.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 10.01 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “The Company shall not consolidate with or merge with or into any other entity or convey or transfer all or substantially all of its
properties and assets to any Person, unless:
 (1) either the Company shall be the continuing entity, or the entity (if other than the
Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Notes and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;
 (2) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and
 (3) the Company and the successor Person have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.”
 ARTICLE IX

 SATISFACTION AND DISCHARGE

 Section 9.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 11.01 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “ Except as set forth below, this Indenture shall upon Company Request cease to be of further effect with respect to any Notes
specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders), and
the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when

 (1) either
 (A)
all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore
been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Sections 4.03, 11.03 and 11.05) have been delivered to the
Trustee for cancellation; or
 (B) all Notes

 (i) have become due and payable, or

 (ii) will become due and payable at their Stated Maturity within one year, or

 16

 (iii) if redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

 and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the Notes are payable, sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

 (2) the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company; and

 (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee
under Section 7.06, the obligations of the Company to any Authenticating Agent under Section 2.10 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Sections 11.03 and 11.04 shall survive any termination of this Indenture.”

 Section 9.02. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 11.02 of the Base Indenture shall be amended by replacing the text thereof with the following:

 “[Intentionally omitted.]”

 ARTICLE X
 DEFEASANCE
AND COVENANT DEFEASANCE
 Section 10.01. Except as may be provided in a Future Supplemental Indenture, for
the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the Base Indenture shall be amended by adding a new Article 14 as follows:

 “ARTICLE 14

 DEFEASANCE AND COVENANT DEFEASANCE

 Section 14.01. Company’s Option to Effect Defeasance or Covenant Defeasance.

 The Company may at its option by Board Resolution, at any time, with respect to the Notes, elect to have either Section 14.02 (if
applicable) or Section 14.03 (if applicable) be applied to such Outstanding Notes upon compliance with the conditions set forth below in this Article.

 17

 Section 14.02. Defeasance and Discharge.

 Upon the Company’s exercise of the above option applicable to this Section with respect to the Notes, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding Notes on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “ defeasance ”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the
other Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under the Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Notes receive, solely from the
trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on the Notes when such payments are due, (B) the Company’s
obligations with respect to such Notes under Sections 2.05, 2.07, 4.02 and 4.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article 14, the Company
may exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect to such Notes. Following a defeasance, payment of such Notes may not be accelerated because of an Event of Default.

 Section 14.03. Covenant Defeasance.

 Upon the Company’ s exercise of the above option applicable to this Section with respect to any Notes, the Company shall be released
from its obligations under Sections 4.06, 4.07 and 4.08 on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “ covenant defeasance ”), and such Notes shall thereafter be deemed to be
not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection such covenant, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(a)(3) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. Following a covenant defeasance, payment of such Notes may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section 14.03.

 Section 14.04. Conditions to Defeasance or Covenant Defeasance.

 The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Notes:

 (i)
 The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another
trustee satisfying the requirements of Section 7.09 who shall agree to comply with the provisions of this Article 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security
for the benefit of, and dedicated solely to, the Holders of such Notes, (A) an amount (in such Currency in which such Notes are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Notes
(determined on the basis of the Currency in which such Notes are then specified as payable at Stated Maturity) which through the scheduled

 18

payment of principal and interest in respect thereof in accordance with their terms will provide, without reinvestment thereof, not later than one day before the due date of any payment of
principal of (and premium, if any) and interest, if any, on such Notes, money in an amount, or (C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (1) the principal of and interest, if any, on such Outstanding Notes on
the Stated Maturity of such principal or installment of principal or interest and (2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Notes on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Notes.

 (ii)
 Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default
under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.

 (iii)
 No Default or Event of Default with respect to such Notes shall have occurred and be continuing on the date of
such deposit or, insofar as Sections 6.01(a)(4) and 6.01(a)(5) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the
expiration of such period).

 (iv)
 In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

 (v)
 In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

 (vi)
 The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with.

 19

 ARTICLE XI

 OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT

 Section 11.01. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the
Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, the Base Indenture shall be amended by adding a new Article 15 as follows:

 “ARTICLE 15

 CHANGE OF CONTROL REPURCHASE EVENT

 Section 15.01. Change of Control.

 If a Change of Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of Notes to repurchase all or any part (in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 100% of the
aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s
option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to
the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the
requirements of Rule 14e-1 promulgated under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 15.01, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under this Section 15.01 by virtue of such conflict.
 On the
Change of Control Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall, to the extent lawful:

 (a)
 accept for payment all Notes or portions of Notes properly tendered pursuant to its offer;

 (b)
 deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or
portions of Notes properly tendered; and

 (c)
 deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’
Certificate stating the aggregate principal amount of Notes being purchased by the Company.

 The paying agent shall
promptly remit to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.

 20

 If any Repayment Date upon a Change of Control Repurchase Event falls on a day that is not a
Business Day, then the required payment will be made on the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment.

 The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an
offer in respect of the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.”

 ARTICLE XII
 THE TRUSTEE

 Section 12.01 Neither the Trustee nor any paying agent shall be responsible for determining whether any
Change of Control or Below Investment Grade Rating Event has occurred and whether any Change of Control offer with respect to the Notes is required.

 ARTICLE XIII

 MISCELLANEOUS

 Section 13.01. This Seventh Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the law of the State of New York. This Seventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.

 Section 13.02 . In case any provision in this Seventh Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 Section 13.03 . This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Seventh Supplemental Indenture. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile,
.pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Seventh Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email or
other electronic means shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this
Seventh Supplemental Indenture or any document to be signed in connection with this Seventh Supplemental Indenture shall be deemed to include electronic signatures (including, without limitation, any .pdf file, .jpeg file or any other electronic or
image file, or any other “electronic signature” as defined under E-SIGN or ESRA, including Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the
Company and reasonably available at no undue burden or expense to the Trustee), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

 Section 13.04 . The Base Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all
respects ratified and confirmed, and the Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the Notes. All provisions included in this Seventh Supplemental
Indenture supersede any conflicting provisions included in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Seventh Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Seventh Supplemental Indenture.

 21

 Section 13.05. The provisions of this Seventh Supplemental
Indenture shall become effective as of the date hereof.
 Section 13.06. Notwithstanding anything else to the
contrary herein, the terms and provisions of this Seventh Supplemental Indenture shall apply only to the Notes and shall not apply to any other series of Securities under the Indenture, and this Seventh Supplemental Indenture shall not and does not
otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now or hereafter issued and Outstanding.

 Section 13.07. The recitals contained herein and in the Notes, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture, the
Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Seventh Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The
Trustee shall not be accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.

 22

 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be
duly executed as of the date first above written.

 GLADSTONE CAPITAL CORPORATION

 By:

 /s/ Robert Marcotte

 Name:  Robert Marcotte

 Title:   Chief Executive Officer and President

 U.S. BANK TRUST COMPANY, NATIONAL

 ASSOCIATION (as successor in interest to U.S

 BANK NATIONAL ASSOCIATION), as Trustee

 By:

 /s/ Wally Jones

 Name:  Wally Jones

 Title:   Vice President

 [ Signature Page to
Seventh Supplemental Indenture ]

 Exhibit A — Form of Global Note

 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY
OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
 Gladstone Capital Corporation

 No.

 $

 CUSIP No. 376535 AH3

 ISIN No. US376535AH33

 7.000% Notes due 2029

 Gladstone Capital Corporation, a corporation duly organized and existing under the laws of Maryland (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ____________________ (U.S. $ ____________________)
on December 15, 2029, and to pay interest thereon from June 5, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year,
commencing December 15, 2026, at the rate of 7.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided
in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be June 1 and December 1, whether or not a Business Day, as the case may
be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holders of the Securities on such Regular Record Date and may either be paid to the Person
in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.

 Payment of the principal of (and premium, if any, on) and any such interest on this Security
shall be made at the office of the Trustee located at 111 Fillmore Avenue East, St. Paul, Minnesota 55107, Attention: Global Corporate Trust/Wally Jones, Reference: Gladstone Capital Corporation (7.000% Notes due 2029) or at such other address as
designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that, at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however , that, at the request of the registered Holder, the Company will pay the
principal of (and premium, if any, on) and interest, if any, on the Securities by wire transfer of immediately available funds to an account at a bank within the United States, on the date when such amount is due and payable and as further set forth
in Section 4.01 of the Indenture; provided further, however , that so long as this Security is registered to Cede & Co., such payment shall be made by wire transfer in accordance with the procedures established by The Depository
Trust Company and the Trustee.
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place.
 Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 A-2

 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 Dated:

 GLADSTONE CAPITAL CORPORATION

 By:

 Name:

 Title:

   Attest

   By:

   Name:

   Title:

 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 Dated:

 U.S. BANK TRUST COMPANY, NATIONAL

 ASSOCIATION (as successor in interest to U.S.

 BANK NATIONAL ASSOCIATION), not in its

 individual capacity, but solely as Trustee

 By:

 Name:

 Title:

 A-3

 Gladstone Capital Corporation

 7.000% Notes due 2029
 This
Security is one of a duly authorized issue of Securities of the Company (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture, dated as of November 6, 2018 (herein called the
“ Base Indenture ”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (herein called the “ Trustee ,” which term includes
any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Seventh Supplemental Indenture, dated as of June 5, 2026, by and between the Company and the Trustee (herein called
the “ Seventh Supplemental Indenture ,” the Seventh Supplemental Indenture and the Base Indenture collectively are herein called the “ Indenture ”). In the event of any conflict between the Base Indenture and the
Seventh Supplemental Indenture, the Seventh Supplemental Indenture shall govern and control.
 This Security is one of the series
designated on the face hereof, which series is initially limited in aggregate principal amount to $60,000,000. Under a Board Resolution, Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time
to time, without the consent of the Holders of Securities, issue additional Securities of this series (in any such case “ Additional Securities ”) having the same ranking and the same interest rate, maturity and other terms as the
Securities; provided that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S. federal income tax purposes, then such Additional Securities will have a different CUSIP numbers
from the Securities (and any such other tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute a single series under the Indenture and all references to the relevant Securities herein shall include
the Additional Securities unless the context otherwise requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

 Prior to the Par Call Date, the Company may redeem the Securities at the Company’s option, in whole or in part, at any time and from
time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest
thereon discounted to the Redemption Date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case,
accrued and unpaid interest thereon to the Redemption Date.
 On or after the Par Call Date, the Company may redeem the Securities, in
whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

 “Par Call Date” means September 15, 2029.

 “Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following
two paragraphs.

 A-4

 The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or
after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that
appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury
constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity
or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

 If on the third business day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the
Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity
date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding
the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these
two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In
determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage
of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
 The
Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

 Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depository’s
procedures) at least 10 days but not more than 60 days before the Redemption Date to each holder of Securities to be redeemed. All notices of redemption shall contain the information set forth in Section 3.02(a) of the Base Indenture.

 Any exercise of the Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent
applicable.
 In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such
other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $1,000 or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption that relates to the
Note will state the portion of the principal amount

 A-5

of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of
the original Note. For so long as the Securities are held by the Depository, the redemption of the Securities shall be done in accordance with the policies and procedures of the Depository.

 Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the
Securities or portions thereof called for redemption hereunder.
 Holders will have the right to require the Company to repurchase their
Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture.
 The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture.
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee indemnity, security, or both, reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice,
request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 A-6

 As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same.
 No service charge shall be made for any such
registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of
the Company, the Trustee, or the Security Registrar shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee, the Security
Registrar, or any agent thereof shall be affected by notice to the contrary.
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
 To the extent any provision of this Security conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
 The Indenture and this Security
shall be governed by and construed in accordance with the law of the State of New York.

 A-7

EX-5.1 · d151987dex51.htm

EX-5.1
 4
 d151987dex51.htm
 EX-5.1

 Exhibit 5.1

 1301 Pennsylvania Avenue, N.W.

 Washington, D.C. 20004
 United
States

 +1 202 389 5000

 Facsimile:
+1 202 389 5200

 www.kirkland.com

 June 5, 2026

 Gladstone Capital Corporation

 1521 Westbranch Drive, Suite 100
 McLean, VA 22102

 Re:
 Gladstone Capital Corporation – 7.000% Notes due 2029

 We are issuing this opinion in our capacity as special legal counsel to Gladstone Capital Corporation, a Maryland corporation (the
“ Company ”), in connection with the proposed issuance by the Company of $60,000,000 aggregate principal amount of 7.000% Notes due 2029 (the “ Notes ”) pursuant to (i) a Registration Statement on
Form N-2 (Registration No. 333-275934) initially filed with the Securities and Exchange Commission (the “ Commission ”) on December 17,
2023 under the Securities Act of 1933, as amended (as such registration statement is amended or supplemented, the “ Registration Statement ”), and (ii) the prospectus supplement to the prospectus contained in the
Registration Statement (the “ Prospectus Supplement ”).
 In connection therewith, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) minutes and records of the corporate proceedings
of the Company with respect to the issuance and sale of the Notes, (ii) the Registration Statement, (iii) the Prospectus Supplement, (iv) the indenture, dated as of November 6, 2018 (the “ Base
Indenture ”), which is filed as Exhibit 2.d.8 to the Registration Statement, between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the
“ Trustee ”), (v) the seventh supplemental indenture (together with the Base Indenture, the “ Indenture ”), dated as of June 5, 2026, and (vi) a specimen form of the Notes.

 For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the
opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

 Gladstone Capital Corporation

 June 5, 2026
 Page 2

 Based upon and subject to the foregoing qualifications, assumptions and limitations and the
further qualifications, assumptions and limitations set forth below and assuming that the Indenture and the Notes have been duly authorized, executed and delivered by each of the Company and the Trustee, we are of the opinion that the Notes are
binding obligations of the Company.
 Our opinion expressed above is subject to the qualifications that we express no opinion as to the
applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally,
(ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any laws
except the laws of the State of New York.
 We have also assumed that the execution and delivery of the Indenture and the Notes and the
performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company is bound.

 We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the
securities or “Blue Sky” laws of the various states to the issuance of the Notes.
 This opinion is limited to the specific
issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion should the internal law of the
State of New York be changed by legislative action, judicial decision or otherwise after the date hereof.
 We hereby consent to the filing
of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on or about the date hereof. We also consent to the reference to our firm under the heading
“Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission.

 Gladstone Capital Corporation

 June 5, 2026
 Page 3

 Very truly yours,

 /s/ Kirkland & Ellis LLP

 Kirkland & Ellis LLP

EX-5.2 · d151987dex52.htm

EX-5.2
 5
 d151987dex52.htm
 EX-5.2

 Exhibit 5.2

 [LETTERHEAD OF VENABLE LLP]

 June 5, 2026
 Gladstone Capital Corporation

 1521 Westbranch Drive
 Suite 100

 McLean, Virginia 22102

 Re:
 Registration Statement on Form N-2 (File No. 333-275934)

 Ladies and Gentlemen:

 We have served as Maryland counsel to Gladstone Capital Corporation, a Maryland corporation (the “Company”) and a business
development company under the Investment Company Act of 1940, as amended, in connection with certain matters of Maryland law arising out of the issuance by the Company of up to $60,000,000 in aggregate principal amount of its 7.000% Notes due 2029
(the “Notes”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Notes are to be issued in an underwritten public offering pursuant to a Prospectus Supplement, dated June 3, 2026 (the “Prospectus
Supplement”).
 In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have
examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 1. The Registration Statement, and the related form of prospectus included therein, in the form filed by the Company with the Commission under
the 1933 Act;
 2. The Prospectus Supplement, in the form filed by the Company with the Commission pursuant to Rule 424(b)(2) under the
1933 Act;
 3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of
Maryland (the “SDAT”);
 4. The Bylaws of the Company, as amended, certified as of the date hereof by an officer of the
Company;
 5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

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 6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the
Company and a duly authorized committee thereof relating to the authorization of (a) the issuance of the Notes and (b) the execution, delivery and performance by the Company of the Note Documents (as defined herein), certified as of the
date hereof by an officer of the Company;
 7. The Indenture, dated as of November 6, 2018 (the “Base Indenture”), by and
between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”);

 8. The Seventh Supplemental Indenture, dated as of June 5, 2026 (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), by and between the Company and the Trustee;
 9. The Global Note, dated as of June 5, 2026
(the “Note” and, together with the Indenture, the “Note Documents”), made by the Company, representing the Notes;

 10. A certificate executed by an officer of the Company, dated as of the date hereof; and

 11. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
 In expressing the opinion set forth below, we have assumed the following:

 1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

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 Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
 1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of
the State of Maryland and is in good standing with the SDAT.
 2. The execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Note Documents have been duly authorized by all necessary corporate action on the part of the Company. The Notes have been duly authorized for issuance by the Company.

 3. The Note Documents have been duly executed and delivered by the Company.

 The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the
laws of any other state. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or
regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion
on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

 The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

 Very truly yours,

 /s/ Venable LLP