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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 27, 2026
Great Elm Capital Corp.
(Exact name of Registrant as Specified in Its
Charter)
| Maryland |
814-01211 |
81-2621577 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
|
3801 PGA Boulevard, Suite 603,
Palm Beach Gardens, FL |
|
33410 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (617) 375-3006
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock, $0.01 par value |
GECC |
Nasdaq Global Market |
| 5.875% Notes due 2026 |
GECCO |
Nasdaq Global Market |
| 8.50% Notes due 2029 |
GECCI |
Nasdaq Global Market |
| 8.125% Notes due 2029 |
GECCH |
Nasdaq Global Market |
| 7.75% Notes due 2030 |
GECCG |
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 27, 2026, Great Elm Capital Corp. (the “Company”)
caused a notice (the “Notice”) to be issued to the holders of its 5.875% Notes due 2026 (CUSIP No. 390320 604; NASDAQ: GECCO)
(the “Notes”) regarding the Company’s exercise of its option to redeem $20,000,000 aggregate principal amount of the
issued and outstanding Notes on March 31, 2026 (the “Redemption Date”), pursuant to Section 1104 of the Indenture, dated as
of September 18, 2017 (the “Base Indenture”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock
Transfer & Trust Company, LLC), as trustee (the “Trustee”), and Section 1.01(h) of the Fourth Supplemental Indenture,
dated as of June 23, 2021 (the “Fourth Supplemental Indenture”), by and between the Company and the Trustee. Pursuant to the
Notice, the Notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon, if any, through, but excluding,
the Redemption Date. Interest is payable on the Notes quarterly on March 31, June 30, September 30 and December 31 of each year, and the
next scheduled Interest Payment Date for the Notes is the Redemption Date. Accrued and unpaid interest on the Notes from December 31,
2025 to March 31, 2026 will be paid to the persons in whose name the Notes are registered at the close of business on March 15, 2026,
which is the Regular Record Date for such interest payment. As such, the Company does not expect there to be any accrued and unpaid interest
on the Notes as of March 31, 2026. If any holders purchase the Notes after March 15, 2026 and before March 31, 2026, they will not be
entitled to receive any accrued and unpaid interest on the Notes.
A copy of the Notice is attached to this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this report but shall not
be deemed filed:
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Notice of Redemption to Holders of 5.875% Notes due 2026. |
| 104 |
|
The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
GREAT ELM CAPITAL CORP. |
| |
|
|
| Date: March 2, 2026 |
|
/s/ Keri A. Davis |
| |
|
By: |
|
Keri A. Davis |
| |
|
Title: |
|
Chief Financial Officer |
Exhibit 99.1
NOTICE OF REDEMPTION TO THE HOLDERS OF THE
5.875% Notes due 2026
of Great Elm Capital Corp.
(CUSIP No. 390320 604)*
Redemption Date: March 31, 2026
NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture,
dated as of September 18, 2017 (the “Base Indenture”), by and between Great Elm Capital Corp., a Maryland corporation
(the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the “Trustee”),
and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of June 23, 2021 (the “Fourth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem,
in whole, the 5.875% Notes due 2026 (the “Notes”). Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Indenture.
The Company will redeem $20,000,000 aggregate principal amount of the
issued and outstanding Notes on March 31, 2026 (the “Redemption Date”). The redemption price for the Notes equals
100% of the principal amount per Note being redeemed, or $25.00 per Note, plus the accrued and unpaid interest thereon, if any, through,
but excluding, the Redemption Date (the “Redemption Price”). Interest is payable on the Notes quarterly on March 31,
June 30, September 30 and December 31 of each year, and the next scheduled Interest Payment Date for the Notes is the Redemption Date.
Accrued and unpaid interest on the Notes from December 31, 2025 to March 31, 2026 will be paid to the persons in whose name the Notes
are registered at the close of business on March 15, 2026, which is the Regular Record Date for such interest payment. As such, the Company
does not expect there to be any accrued and unpaid interest on the Notes as of March 31, 2026. If any holders purchase the Notes after
March 15, 2026 and before March 31, 2026, they will not be entitled to receive any accrued and unpaid interest on the Notes.
On the Redemption Date, the Redemption Price will become due and payable
to the Holders of the Notes. Interest on the Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company
defaults in paying the Redemption Price with respect to such Notes, the only remaining right of the Holders with respect to such Notes
will be to receive payment of the Redemption Price upon presentation and surrender of such Notes to the Trustee in its capacity as Paying
Agent.
Notes held in book-entry form will be redeemed and the Redemption Price
with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Payment of the Redemption Price to the Holders will be made upon presentation
and surrender of the Notes in the following manner:
| |
|
|
|
|
| |
|
If by Mail, Hand or Overnight Mail: |
|
|
| |
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Equiniti Trust Company, LLC |
|
|
| |
|
1110 Centre Pointe Curve, Suite # 101, Mendota Heights, MN 55120 |
|
|
| |
|
5Onbase – Reorganization Dept. |
|
|
Questions relating to this notice of redemption should be directed
to Equiniti Trust Company, LLC via telephone at 1–800-937-5449.
No representation is made as to the correctness or accuracy of the
CUSIP numbers listed in this notice or printed on the Notes.
Under U.S. federal income tax law, the Trustee or other withholding
agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification
number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable,
which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under
the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided
the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding
and other tax consequences of the redemption.
Date: February 27, 2026
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Great Elm Capital Corp. |
| |
|
| |
By: Equiniti Trust Company, LLC, as Trustee and Paying Agent |
