Great Elm Capital (NASDAQ: GECC) ups 7.75% 2030 notes

Rhea-AI Filing Summary

Great Elm Capital Corp. reports that underwriters have fully exercised the over-allotment option for its 7.75% notes due 2030, purchasing an additional $7,500,000 aggregate principal amount of notes. This follows the previously disclosed base offering of $50,000,000 of the same notes under an Underwriting Agreement with Lucid Capital Markets, LLC as representative of the underwriters. The additional notes generated approximately $7.3 million in net proceeds to the company. The over-allotment exercise occurred on October 1, 2025, and the closing of these additional notes took place on October 2, 2025.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

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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): October 1, 2025

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation)	814-01211 (Commission File Number)	81-2621577 (IRS Employer Identification No.)
3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida (Address of Principal Executive Offices)		33410 (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.

As previously disclosed, on September 4, 2025, Great Elm Capital Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC as representative of the several underwriters named in Exhibit A thereto (the “Underwriters”), relating to the offering and sale of $50,000,000 aggregate principal amount of 7.75% notes due 2030 (the “Notes”), plus up to an additional $7,500,000 aggregate principal amount of the Notes that may be issued in the future pursuant to the Underwriters’ exercise of an over-allotment option (the “Offering”). The initial closing took place on September 11, 2025.

On October 1, 2025, the Underwriters exercised the over-allotment option in full to purchase an additional $7,500,000 aggregate principal amount of the Notes, generating net proceeds to the Company of approximately $7.3 million. The closing of the additional Notes took place on October 2, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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: October 2, 2025	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

FAQ

What did Great Elm Capital Corp. (GECC) announce in this 8-K?

Great Elm Capital Corp. disclosed that underwriters fully exercised their over-allotment option to buy an additional $7,500,000 of its 7.75% notes due 2030, following a previously announced $50,000,000 base offering.

How much in net proceeds did GECC receive from the additional 7.75% notes?

The additional 7.75% notes due 2030 generated net proceeds of approximately $7.3 million for Great Elm Capital Corp.

When was the over-allotment option for GECC's 7.75% notes exercised and closed?

The underwriters exercised the over-allotment option on October 1, 2025, and the closing of the additional notes occurred on October 2, 2025.

Who acted as representative of the underwriters for GECC's 7.75% notes offering?

Lucid Capital Markets, LLC acted as the representative of the several underwriters named in the Underwriting Agreement for Great Elm Capital Corp.'s 7.75% notes due 2030.

What type of securities did GECC issue in this transaction?

Great Elm Capital Corp. issued 7.75% notes due 2030, which are debt securities with a stated interest rate of 7.75% and a maturity in 2030.

Is the 7.75% notes due 2030 issue in addition to GECC's other listed notes?

Yes. The company lists several note issues, including 5.875% notes due 2026, 8.50% notes due 2029, 8.125% notes due 2029, and the 7.75% notes due 2030 mentioned in this filing.