STOCK TITAN

Great Elm Capital (NASDAQ: GECC) to redeem $6.5M 8.50% 2029 notes

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Great Elm Capital Corp. is electing to partially redeem its 8.50% Notes due 2029. The company will redeem $6,500,000 aggregate principal amount, or 260,000 Notes, on August 19, 2026, at 100% of principal plus accrued and unpaid interest, pursuant to its Indenture terms.

Each Note will be redeemed at $25.00 plus $0.28924 of accrued interest per Note through, but excluding, the Redemption Date, after which interest on the redeemed Notes will stop accruing. The redemption price will be payable on the Redemption Date to holders of the Notes on July 21, 2026, and payments may be subject to 24% backup withholding if required tax documentation is not provided.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 20, 2026 notice sets the August 19, 2026 redemption process: once the called Notes are redeemed, holders retain only the right to receive the redemption price, with book-entry payments handled through The Depository Trust Company’s procedures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes Redeemed $6,500,000 aggregate principal amount 8.50% Notes due 2029 to be redeemed on August 19, 2026
Number of Notes Redeemed 260,000 Notes Portion of 8.50% Notes due 2029 called for partial redemption
Redemption Price per Note $25.00 per Note 100% of principal amount per Note being redeemed
Accrued Interest per Note $0.28924 per Note Accrued and unpaid interest through but excluding the Redemption Date
Backup Withholding Rate 24% U.S. federal income tax backup withholding on gross payments without required tax forms
Redemption Date financial
"The Company will redeem $6,500,000 ... on August 19, 2026 (the "Redemption Date")."
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
aggregate principal amount financial
"The Company will redeem $6,500,000 aggregate principal amount of the issued and outstanding Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Indenture regulatory
"pursuant to Section 1104 of the Indenture, dated as of September 18, 2017"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
backup withholding regulatory
"Under U.S. federal income tax law, the Trustee ... may be required to withhold twenty-four percent (24%)"

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FAQ

What did Great Elm Capital Corp. (GECC) announce about its 8.50% Notes due 2029?

Great Elm Capital Corp. announced a partial redemption of its 8.50% Notes due 2029. The company will redeem $6,500,000 aggregate principal amount of these notes under its Indenture, with payment due on the August 19, 2026 Redemption Date.

How much of GECC’s 8.50% Notes due 2029 will be redeemed and on what date?

GECC will redeem $6,500,000 aggregate principal amount, equal to 260,000 Notes, of its 8.50% Notes due 2029. The redemption is scheduled for August 19, 2026, designated as the Redemption Date in the notice to holders.

What is the redemption price for GECC’s 8.50% Notes due 2029?

Each Note will be redeemed at $25.00, representing 100% of principal, plus $0.28924 of accrued and unpaid interest per Note. Interest accrues through, but excluding, August 19, 2026, after which interest on the redeemed Notes will cease.

Who is entitled to receive the redemption payment on GECC (GECC) notes?

The redemption price will be due and payable on the Redemption Date to holders of the Notes on July 21, 2026. Holders must present and surrender their Notes, directly or through book-entry procedures, to receive payment from the trustee and paying agent.

Are there tax withholding considerations for holders of GECC’s 8.50% Notes due 2029?

Yes. Under U.S. federal income tax law, a 24% backup withholding may apply to gross payments if a holder fails to provide a taxpayer identification number and certifications, typically via Form W-9 or an appropriate Form W-8, when surrendering Notes for redemption.
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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): July 20, 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
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 July 20, 2026, Great Elm Capital Corp. (the “Company”) caused a notice (the “Notice”) to be issued to the holders of its 8.50% Notes due 2029 (CUSIP No. 390320 885; NASDAQ: GECCI) (the “Notes”) regarding the Company’s exercise of its option to redeem $6,500,000 aggregate principal amount of the issued and outstanding Notes on August 19, 2026 (the “Redemption Date”), pursuant to Section 1104 of the Indenture, dated as of September 18, 2017, 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 Sixth Supplemental Indenture, dated as of April 17, 2024, 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.

 

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 8.50% Notes due 2029.
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: July 20, 2026

/s/ Keri A. Davis

  By:   Keri A. Davis
  Title:   Chief Financial Officer

 

 

 

 

 

 

 

 

Exhibit 99.1

 

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

 

8.50% Notes due 2029

of Great Elm Capital Corp.

(CUSIP No. 390320 885)*

 

Redemption Date: August 19, 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 Sixth Supplemental Indenture, dated as of April 17, 2024 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in part, the 8.50% Notes due 2029 (the “Notes”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

 

The Company will redeem $6,500,000 aggregate principal amount of the issued and outstanding Notes, or 260,000 Notes, on August 19, 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”). The accrued interest per Note being redeemed that is payable on the Redemption Date will be $0.28924.

 

On the Redemption Date, the Redemption Price will become due and payable to the Holders of the Notes on July 21, 2026. 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:
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: July 20, 2026

 

  Great Elm Capital Corp.
   
  By: Equiniti Trust Company, LLC, as Trustee and Paying Agent

 

 

Filing Exhibits & Attachments

5 documents