Maximum of 6,000,000 Shares Pursuant to Dividend Reinvestment Plan
6.00% Series F Cumulative Redeemable Preferred Stock
(Liquidation Preference $25.00 Per Share)
We are offering a maximum of 20,000,000 shares of our 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (the
Series F Preferred Stock), on a reasonable best efforts basis through our affiliated dealer manager, Gladstone Securities, LLC (Gladstone Securities) pursuant to a Dealer Manager Agreement (the Dealer
Manager Agreement) at a public offering price of $25.00 per share, and up to 6,000,000 shares of Series F Preferred Stock pursuant to a dividend reinvestment plan at a price of $22.75 per share to those holders of the Series F Preferred Stock
who participate in such dividend reinvestment plan. We reserve the right to reallocate shares between the primary offering and the offering pursuant to the dividend reinvestment plan in our sole discretion. As of the date of this prospectus
supplement, no shares of Series F Preferred Stock have been sold.
The primary offering of the Series F Preferred Stock will terminate on
the date (the Termination Date) that is the earlier of (1) June 1, 2025 (unless earlier terminated or extended by our Board of Directors) and (2) the date on which all 20,000,000 shares of Series F Preferred Stock offered
in the primary offering are sold. The offering period for the dividend reinvestment plan will terminate on the earlier of (1) the issuance of all 6,000,000 shares of Series F Preferred Stock under the dividend reinvestment plan and (2) the
listing of the Series F Preferred Stock on the Nasdaq Global Select Market (Nasdaq) or another national securities exchange.
We intend to pay monthly cash dividends on the Series F Preferred Stock at an annual rate of 6.00% of the $25.00 liquidation preference, or
$1.50 per share per year. Subject to certain limitations, holders of the Series F Preferred Stock will have the option to tender their shares of Series F Preferred Stock for redemption for cash commencing on the date of original issuance (or, if
after the date of original issuance our Board of Directors suspends the redemption program of the holders of the Series F Preferred Stock, on the date our Board of Directors reinstates such program) following the tenth calendar day of such
holders request that we redeem shares of the Series F Preferred Stock, or if such tenth calendar day is not a business day, on the next succeeding business day, and terminating on the earlier of the date upon which our Board of Directors, by
resolution, suspends or terminates the optional redemption right of the holders of Series F Preferred Stock or the date on which the Series F Preferred Stock is listed on Nasdaq or another national securities exchange. The redemption price per share
of Series F Preferred Stock will be equal to $22.50 in cash with no annual limit; provided, that our obligation to redeem shares at the option of a Series F Preferred Stockholder is limited to the extent that our Board of Directors determines, in
its sole and absolute discretion, that we do not have sufficient funds available to fund any such redemption or we are restricted by applicable law from making such redemption. Our obligation to redeem shares at the option of a Series F Preferred
Stockholder is further limited to the extent our Board of Directors suspends or terminates the optional redemption right after delivery of a holders request that we redeem shares but prior to the corresponding redemption date. Our Board of
Directors may suspend or terminate the optional redemption right of holders of Series F Preferred Stock at any time, for any reason or no reason, in its sole and absolute discretion.
Except in limited circumstances to preserve our status as a real estate investment trust (REIT), we, at our option, may not redeem
shares of the Series F Preferred Stock prior to the later of (1) the one year anniversary of the Termination Date and (2) June 1, 2024. After such date, we may, at our sole option, redeem the shares at a redemption price of $25.00 per
share, plus an amount equal to any accumulated and unpaid dividends to, but excluding, the date of redemption.
The Series F Preferred
Stock will rank pari passu with our 7.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the Series D Preferred Stock), and our 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per
share (the Series E Preferred Stock), and senior to our common stock with respect to payment of dividends and distribution of amounts on liquidation, dissolution and winding up. Holders of the Series F Preferred Stock generally will have
no voting rights.
There is currently no public market for shares of the Series F Preferred Stock. We intend to apply to list the Series F
Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Termination Date, however, there can be no assurance that a listing will be achieved in such timeframe, or at all. We do not expect a public market to
develop before the shares are listed on Nasdaq or another national securities exchange, if at all.
We believe that we qualify, and have
elected to be taxed as, a REIT for federal income tax purposes. To assist us in complying with certain federal income tax requirements applicable to REITs, among other purposes, our charter contains certain restrictions relating to the ownership and
transfer of our capital stock, including an ownership limit of 9.8% of the outstanding shares of our capital stock by any person. See Certain Provisions of Maryland Law and of Our Charter and BylawsRestrictions on Ownership and
Transfer in the accompanying prospectus for more information about these restrictions.
Investing in shares of the Series F
Preferred Stock involves substantial risks that are described in the Risk Factors sections beginning on page S-9 of this prospectus supplement and on page 5 of the
accompanying prospectus and discussed in our Annual Report on Form 10-K for the year ended December
31, 2019, and other reports and information that we file from time to time with the Securities and Exchange Commission (the SEC), which are incorporated by reference into this prospectus supplement and the accompanying prospectus.