STOCK TITAN

Great Elm Capital (NASDAQ: GECC) boosts NII but NAV drops on 2025 losses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Great Elm Capital Corp. reported fourth quarter 2025 results showing strong income but significant valuation pressure. Total investment income was $12.6 million, generating net investment income of $4.4 million, or $0.31 per share, more than 50% higher than the prior quarter as higher cash income from investments flowed through.

However, net realized and unrealized losses of about $26.4 million, mostly unrealized, reduced net asset value from $10.01 to $8.07 per share, with full‑year net losses of $49.1 million. The board declared a $0.30 per share cash distribution for the first quarter of 2026, equating to a 19.2% annualized yield on the February 27, 2026 closing price of $6.26.

The company is also reshaping governance and its balance sheet. Jason Reese was appointed Executive Chairman, succeeding Matthew Drapkin, and the external adviser waived all accrued incentive fees of approximately $2.3 million, or $0.16 per share, as of December 31, 2025, plus first quarter 2026 incentive fees. GECC repurchased and called portions of its GECCO notes and authorized up to $10 million of common share repurchases, while ending 2025 with $5 million of cash, $50 million of undrawn revolver capacity, and about $11 million of liquid exchange‑traded assets.

Positive

  • Stronger income generation: Q4 2025 net investment income rose to $4.4 million, or $0.31 per share, more than 50% quarter-over-quarter, supported by $12.6 million of total investment income and higher cash distributions from the CLO JV.
  • Adviser fee waiver: Great Elm Capital Management waived all accrued incentive fees of approximately $2.3 million, or $0.16 per share, as of December 31, 2025, and first quarter 2026 incentive fees, directly supporting net asset value and earnings quality.
  • Capital and liquidity actions: The company repurchased about $18.7 million of GECCO notes and issued a call notice for $20 million more, while ending 2025 with $5 million of cash, $50 million of revolver availability, and roughly $11 million of liquid exchange-traded assets.
  • High cash distribution yield: The board approved a $0.30 per share cash distribution for the first quarter of 2026, equating to a 19.2% annualized dividend yield on the February 27, 2026 closing share price of $6.26.
  • Governance and platform enhancements: Jason Reese was appointed Executive Chairman to strengthen board oversight, and experienced credit investor Chris Croteau joined as Head of Research to support portfolio development and underwriting.

Negative

  • Significant NAV decline: Net asset value per share fell from $10.01 at September 30, 2025 to $8.07 at December 31, 2025, driven by approximately $26.4 million of net realized and unrealized losses in the fourth quarter.
  • Large unrealized losses: More than half of the fourth quarter’s $26.4 million net loss on investments was unrealized, indicating material mark-to-market and credit pressures on the portfolio despite higher income.
  • Weaker full-year results: For 2025, the company recorded $49.1 million of net realized and unrealized losses, leading to a net decrease in net assets from operations of $31.8 million and full-year basic and diluted earnings per share of negative $2.57.
  • Leverage pressure: The asset coverage ratio declined to 158.1% as of December 31, 2025 from 168.2% at September 30, 2025, reflecting the combined effect of portfolio losses and outstanding debt.

Insights

Income strengthened but large unrealized losses drove a sharp NAV decline.

GECC increased fourth quarter 2025 net investment income to $4.4 million, or $0.31 per share, supported by $12.6 million of total investment income and higher cash distributions from the CLO JV. Asset yields remain high, with an 11.7% weighted average current yield on the debt portfolio.

The downside is sizeable net realized and unrealized losses of $26.4 million in the quarter and $49.1 million for the year, which pulled net asset value per share down from $10.01 at September 30, 2025 to $8.07 at year end. Over half of the quarterly loss was unrealized, highlighting ongoing valuation and credit pressures.

Management and the adviser responded with balance sheet and alignment steps: repurchasing and calling GECCO notes, authorizing up to $10 million of share buybacks, and waiving approximately $2.3 million of accrued incentive fees plus first quarter 2026 fees. The board also named Jason Reese Executive Chairman to add credit expertise and oversight as the company navigates the current credit environment.

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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): March 02, 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, Florida

 

33410

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 375-3006

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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, par value $0.01 per share

 

GECC

 

Nasdaq Global Market

8.125% Notes due 2029

 

GECCH

 

Nasdaq Global Market

5.875% Notes due 2026

 

GECCO

 

Nasdaq Global Market

7.75% Notes due 2028

 

GECCG

 

Nasdaq Global Market

8.50% Notes due 2029

 

GECCI

 

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 2.02 Results of Operations and Financial Condition.

On March 2, 2026, Great Elm Capital Corp. ("we," "us," "our" or the "Company") issued the press release furnished as exhibit 99.1 to this report.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2026, Matthew A. Drapkin notified us of his decision to resign from the Company’s Board of Directors (the “Board”), including from his position as Chairman of the Board, effective immediately following the filing of the Company’s Form 10-K for the period ended December 31, 2025. Mr. Drapkin’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures.

On February 27, 2026, the Board appointed Jason W. Reese to fill the vacancy resulting from Mr. Drapkin’s resignation, effective immediately following the effectiveness of Mr. Drapkin’s resignation, Mr. Reese will serve as a Class II director to hold office for a term expiring at the Company’s 2027 annual meeting of stockholders, and will also serve as Executive Chairman of the Board. The Board currently does not expect to appoint Mr. Reese to serve on any committees of the Board.

Mr. Reese will not receive compensation from the Company for his service on the Board.

Mr. Reese is the Co-Founder, Chairman and CEO of Imperial Capital Asset Management, LLC (“ICAM”) and the Co-Founder of Imperial Capital, LLC (“Imperial Capital”), both founded in 1997. ICAM has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Imperial Capital is a registered broker-dealer. During his time at Imperial Capital, Mr. Reese formed Monomoy Properties REIT, LLC in 2014, focusing on the Industrial Outdoor Storage sector and continues to serve on the Board of Directors. Mr. Reese is also a founding member of City Ventures, LLC, a California-based private home builder, and has served on the Board of Directors since its inception in 2009. Prior to Imperial Capital, Mr. Reese was a principal with Gordon Investment Corporation (“Gordon”), a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering. Mr. Reese’s investment expertise and extensive experience in capital markets qualify him to sit on the Board.

Mr. Reese also serves a member of the investment committee of our investment advisor and administrator, Great Elm Capital Management, LLC (“GECM”), and as CEO and Chairman of the board of directors Great Elm Group, Inc. (“GEG”), the parent company of GECM. GEG owns approximately 9.7% of our common stock as of the date hereof.

We have entered into various agreements with GEG and GECM, including a license agreement with GEG and our Investment Management Agreement and our Administration Agreement with GECM, each as disclosed in our Annual Reports on Form 10-K filed with the Securities and Exchange Commission.

GECM has also entered into the Shared Services Agreement, pursuant to which ICAM makes available to GECM certain back-office employees of ICAM to provide services to GECM in exchange for reimbursement by GECM of the allocated portion of such employees’ time.

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

 

Earnings Press Release, dated March 2, 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 02, 2026

By:

/s/ Keri Davis

 

 

 

Keri Davis
Chief Financial Officer

 


Exhibit 99.1

img78866663_0.jpg

 

Great Elm Capital Corp. Announces

FOurth Quarter AND FULL YEAR 2025 Financial Results AND NEW EXECUTIVE CHAIRMAN OF BOARD

 

Company to Host Conference Call and Webcast at 8:30 AM ET on March 3, 2026

Jason Reese Appointed as Executive Chairman of the Board of Directors, Succeeding Matthew Drapkin and Fortifying the Board’s Management Oversight

 

Mr. Drapkin Continues to Serve as Vice Chairman of Great Elm Group, Inc. - Remaining Engaged With GECC and Great Elm Capital Management, LLC, its Investment Adviser

 

Platform Strengthened with Seasoned Credit Investor Chris Croteau Hired as Head of Research

 

GECC’s Investment Adviser Waives All Accrued Incentive Fees as of December 31, 2025, Equating to Approximately $2.3 Million, or $0.16 Per Share, and 1Q 2026 Incentive Fees Waived as Well

 

GAAP NAV of $8.07 Per Share as of December 31, 2025

 

Pro Forma NAV of $8.23 Per Share as of December 31, 2025, Reflects Waived Incentive Fees Adjustment

 

Net Investment Income (“NII”) of $0.31 in 4Q 2025 Per Share Grew Over 50% Quarter-over-Quarter

 

Strong Liquidity Position with Approximately $5 Million of Cash and Equivalents, $50 Million of Revolving Credit Facility Availability, and Ample Liquid Assets as of December 31, 2025

 

Repurchased $18.7 Million of GECCO notes due June 2026 to Date Leaving $38.8 Million Outstanding as of February 27, 2026

 

Call Notice Issued for $20 Million of GECCO Notes to be Redeemed on March 31, 2026

 

Board Declares $0.30 Per Share Distribution for the First Quarter of 2026, Resulting in an Annualized Dividend Yield of 19.2% as of February 27, 2026

 

PALM BEACH GARDENS, Florida, March 2, 2026 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced both its financial results for the fourth quarter and full year ended December 31, 2025, and the appointment of Jason Reese as Executive Chairman of the Board of Directors.

Executive Chairman and Management Commentary

Jason Reese, Executive Chairman of the Board of Directors of the Company stated, “First, I would like to sincerely thank Matt Drapkin for his leadership and dedication to GECC during his tenure on the Board. It is important to note that Matt will continue in his role as Vice Chairman of GEG, working closely with me to create

 

 


 

value for both GEG and GECC shareholders. His commitment to the Company has helped position GECC for its next chapter, and we appreciate his meaningful contribution and service.

I am honored to step into the role of Executive Chairman at GECC at this important time for the Company. GECC has a strong foundation, and I look forward to working closely with the Board and management team to build on that foundation with disciplined credit underwriting, active portfolio management, and a continued focus on long-term shareholder value.

The Manager's decision to waive all accrued and unpaid incentive fees through the first quarter of 2026 reflects a clear commitment to alignment with GECC shareholders. We believe this action underscores our focus on enhancing net asset value, improving earnings quality, and positioning GECC for sustainable performance going forward.

With decades of experience in credit investing and portfolio oversight, I am committed to bringing rigorous discipline, transparency, and accountability to GECC as we navigate today’s market environment and work to deliver attractive risk-adjusted returns for our investors.”

Matt Kaplan, GECC’s Chief Executive Officer, stated, “Our fourth quarter results reflected a challenging credit environment, including realized and unrealized losses in select positions. We proactively managed the portfolio during the quarter, exiting certain underperforming investments. We ended the period with ample liquidity, and less than 1% of investments on nonaccrual, positioning us to prudently deploy capital into cash-generating opportunities through our proprietary network. In addition, our portfolio had a significantly underweight allocation to software businesses, which represented approximately 6% of total investments at year end and less than 4% at February 27, with our largest software-related position representing less than 1% of the portfolio.

While capital deployment remained measured during the quarter, given historically tight spreads, we continued to expand our private credit pipeline, enhance portfolio credit quality, and further diversify the portfolio.

Finally, last week, we called $20 million of our GECCO notes for redemption on March 31, 2026. This further bolsters our balance sheet and positions us to strategically address the remaining balance of the notes.”

Recent Board Actions and Shareholder Returns

GECC’s Board of Directors appointed Jason Reese as Executive Chairman effective today, succeeding Matthew Drapkin, to provide seasoned credit investment experience and active management oversight.
Mr. Reese currently serves as Chairman and CEO of Great Elm Group, Inc. (NASDAQ: GEG), the parent of the Company’s investment adviser.
Great Elm Capital Management, LLC (“GECM” or the “Investment Adviser”), GECC’s external investment adviser, waived all accrued incentive fees through March 31, 2026. As of December 31, 2025, there were approximately $2.3 million, or $0.16 per share, of accrued incentive fees recorded on GECC’s balance sheet.
The Company’s Board of Directors approved a quarterly dividend of $0.30 per share for the first quarter of 2026, equating to a 19.2% annualized yield on GECC’s February 27, 2026, closing price of $6.26.
In the fourth quarter of 2025, the GECC’s Board of Directors authorized a stock repurchase program, whereby the Company may opportunistically repurchase up to an aggregate of $10 million of its outstanding common shares.

 

Fourth Quarter and Recent Operating Highlights

Total investment income (“TII”) for the quarter ended December 31, 2025, was $12.6 million, as compared to $10.6 million for the quarter ended September 30, 2025.
GECC received $4.3 million of cash distributions from the CLO Formation JV, LLC (“CLO JV”) in the quarter ended December 31, 2025, as compared to $1.5 million in the quarter ended September 30, 2025.

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Additionally, in the first quarter through March 2, 2026, GECC received $2.5 million of cash distributions from the CLO JV.
Net investment income (“NII”) for the quarter ended December 31, 2025, was $4.4 million, or $0.31 per share, as compared to $2.4 million, or $0.20 per share, for the quarter ended September 30, 2025.
NII quarter-over-quarter growth in excess of 50% was primarily driven by increased cash income from investments.
Net assets were $112.9 million, or $8.07 per share, as of December 31, 2025, as compared to $140.1 million, or $10.01 per share, as of September 30, 2025.
Unrealized losses comprised more than half of the change in net assets.
Pro forma net assets, reflecting solely the impact of the incentive fee waiver as approved by the Company’s Investment Adviser, were $115.2 million, or $8.23 per share, as of December 31, 2025.
GECC’s asset coverage ratio was 158.1% as of December 31, 2025, as compared to 168.2% as of September 30, 2025.
Pro forma asset coverage ratio was approximately 166.0% as of December 31, 2025, reflecting the impact of the incentive fee waiver and called GECCO notes.

 

Fourth Quarter and Other Recent Capital Activity

In the fourth quarter of 2025, the Company repurchased approximately $18.5 million of the outstanding principal amount of its 5.875% senior notes due June 2026 (NASDAQ: GECCO) in open market transactions at prices at or below par, plus accrued interest.
Furthermore, in the first quarter through February 27, 2026, GECC repurchased approximately $0.2 million of the outstanding principal amount of its GECCO notes at prices at or below par, plus accrued interest.
Last week we issued a notice to call $20 million of GECCO notes on March 31, 2026, leaving less than $19 million outstanding as we exit 1Q 2026.


Full Year Commentary

During 2025, the Company took steps to improve portfolio credit quality and earnings durability by exiting higher-risk investments, reducing payment-in-kind income as a percentage of total investment income, and ending the year with non-accruals below 1% of the portfolio.
We also strengthened our investment platform during the year with the addition of Chris Croteau as Head of Research. Mr. Croteau brings over 25 years of credit experience and has played a key role in portfolio development and underwriting.

 

Financial Highlights – Per Share Data

 

Q4/2024

Q1/2025

Q2/2025

Q3/2025

Q4/2025

Earnings Per Share (“EPS”)

$0.17

$0.04

$1.02

($1.79)

($1.57)

Net Investment Income (“NII”) Per Share

$0.20

$0.40

$0.51

$0.20

$0.31

Pre-Incentive Net Investment Income Per Share

$0.20

$0.50

$0.64

$0.20

$0.39

Net Realized and Unrealized Gains / (Losses) Per Share

($0.03)

($0.36)

$0.51

($1.98)

($1.88)

Net Asset Value Per Share at Period End

$11.79

$11.46

$12.10

$10.01

$8.07

Distributions Paid / Declared Per Share

$0.40

$0.37

$0.37

$0.37

$0.37

 

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Portfolio and Investment Activity

As of December 31, 2025, GECC held total investments of $298.3 million at fair value, as follows:

67 debt investments in corporate credit, totaling approximately $178.2 million, representing 59.7% of the fair market value of the Company’s total investments. Secured debt investments comprised a substantial majority of the fair market value of the Company’s debt investments.
An investment in Great Elm Specialty Finance, totaling approximately $38.4 million, comprised of one debt investment of $25.3 million and one equity investment of $13.1 million, representing 8.5% and 4.4%, respectively, of the fair market value of the Company’s total investments.
CLO investments, totaling approximately $47.9 million, representing 16.1% of the fair market value of the Company’s total investments.
Five dividend-paying equity investments, totaling approximately $17.7 million, representing 5.9% of the fair market value of the Company’s total investments.
Other equity investments, totaling approximately $16.1 million, representing 5.4% of the fair market value of the Company’s total investments.

 

As of December 31, 2025, the weighted average current yield on the Company’s debt portfolio was 11.7% (1). Floating rate instruments comprised approximately 74% of the fair market value of debt investments and the Company’s fixed rate debt investments had a weighted average maturity of 1.8 years.

 

During the quarter ended December 31, 2025, the Company deployed approximately $48.2 million into 32 investments (2) at a weighted average current yield of 8.1%.

 

During the quarter ended December 31, 2025, the Company monetized, in part or in full, 46 investments for approximately $49.1 million (3), at a weighted average current yield of 9.3%. Monetizations include $18.2 million of mandatory debt repayments and redemptions at a weighted average current yield of 6.9%.

 

Financial Review

Total investment income for the quarter ended December 31, 2025, was $12.6 million, or $0.90 per share. Total expenses for the quarter ended December 31, 2025, were approximately $8.2 million, or $0.58 per share, inclusive of excise tax expense.

 

Net realized and unrealized losses for the quarter ended December 31, 2025, were approximately $26.4 million, or $1.88 per share, with over 50% comprised of unrealized losses.

 

Liquidity and Capital Resources

As of December 31, 2025, cash and money market fund investments totaled approximately $5 million. In addition, GECC had $50.0 million of availability on its revolving line of credit (the “Revolver”) and approximately $11 million of liquid exchange-traded assets as of December 31, 2025.

 

As of December 31, 2025, total debt outstanding (par value) was $194.4 million, comprised of $39.0 million 5.875% senior notes due June 2026 (NASDAQ: GECCO), $56.5 million 8.50% senior notes due April 2029

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(NASDAQ: GECCI), $41.4 million 8.125% senior notes due December 2029 (NASDAQ: GECCH), and $57.5 million 7.75% senior notes due December 2030 (NASDAQ: GECCG).

 

Distributions

The Company’s Board of Directors has approved a quarterly cash distribution of $0.30 per share for the quarter ending March 31, 2026, to be paid from distributable earnings. The first quarter distribution will be payable on March 31, 2026, to stockholders of record as of March 16, 2026.

The distribution equates to a 19.2% annualized dividend yield on the Company’s closing market price on February 27, 2026, of $6.26, and a 14.9% annualized dividend yield on the Company’s December 31, 2025, NAV of $8.07 per share. The distribution equates to a 14.6% annualized dividend yield based on the Company’s pro forma NAV as of December 31, 2025, adjusted for the impact of the incentive fee waiver.

 

Stock Repurchase Program

In the fourth quarter of 2025, the Company’s Board of Directors authorized a stock repurchase program, whereby the Company may opportunistically repurchase up to an aggregate of $10 million of its outstanding common shares. The authorization represents approximately 11% of the Company’s market capitalization as of February 27, 2026.

 

Conference Call and Webcast

GECC will discuss these results in a conference call at 8:30 a.m. ET on March 3, 2026.

 

Conference Call Details

 

Date/Time: Tuesday, March 3, 2026 – 8:30 a.m. ET

 

Participant Dial-In Numbers:

(United States): 877-407-0789

(International): 201-689-8562

 

To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

Webcast

The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.

About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses and CLOs. For additional information, please visit http://www.greatelmcc.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements include statements regarding our future business plans and expectations. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed

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in the statements. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

Endnotes:

(1) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date and excludes nine non-accrual investments with a fair value of $2.7 million as of December 31, 2025.

(2) This includes new deals, additional fundings (including those on revolving credit facilities), refinancings and capitalized PIK income. Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.

(3) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.

 

Media & Investor Contact:

Investor Relations

investorrelations@greatelmcap.com

 

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GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)

 

 

December 31, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Investments

 

 

 

 

 

 

Non-affiliated, non-controlled investments, at fair value (amortized cost of $254,313 and $244,378, respectively)

 

$

218,381

 

 

$

240,958

 

Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $32,803 and $8,448, respectively)

 

 

32,803

 

 

 

8,448

 

Affiliated investments, at fair value (amortized cost of $12,379 and $12,379, respectively)

 

 

-

 

 

 

-

 

Controlled investments, at fair value (amortized cost of $94,683 and $87,014, respectively)

 

 

79,887

 

 

 

83,304

 

Total investments

 

 

331,071

 

 

 

332,710

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,834

 

 

 

-

 

Receivable for investments sold

 

 

3,215

 

 

 

5,065

 

Interest receivable

 

 

2,182

 

 

 

3,306

 

Dividends receivable

 

 

1,046

 

 

 

364

 

Due from portfolio company

 

 

-

 

 

 

32

 

Due from affiliates

 

 

218

 

 

 

160

 

Deferred financing costs

 

 

256

 

 

 

237

 

Prepaid expenses and other assets

 

 

953

 

 

 

154

 

Total assets

 

$

340,775

 

 

$

342,028

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Notes payable (including unamortized discount of $5,064 and $5,705, respectively)

 

$

189,319

 

 

$

189,695

 

Payable for investments purchased

 

 

33,652

 

 

 

11,194

 

Interest payable

 

 

64

 

 

 

32

 

Accrued incentive fees payable

 

 

2,267

 

 

 

1,712

 

Distributions payable

 

 

-

 

 

 

577

 

Due to affiliates

 

 

1,475

 

 

 

1,385

 

Accrued expenses and other liabilities

 

 

1,052

 

 

 

1,320

 

Total liabilities

 

$

227,829

 

 

$

205,915

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

Common stock, par value $0.01 per share (100,000,000 shares authorized, 13,998,168 shares issued and outstanding and 11,544,415 shares issued and outstanding, respectively)

 

$

140

 

 

$

115

 

Additional paid-in capital

 

 

358,778

 

 

 

332,111

 

Accumulated losses

 

 

(245,972

)

 

 

(196,113

)

Total net assets

 

$

112,946

 

 

$

136,113

 

Total liabilities and net assets

 

$

340,775

 

 

$

342,028

 

Net asset value per share

 

$

8.07

 

 

$

11.79

 

 

-7-


 

GREAT ELM CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)

 

 

For the Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Investment Income:

 

 

 

 

 

 

 

 

 

Interest income from:

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

24,571

 

 

$

24,619

 

 

$

23,582

 

Non-affiliated, non-controlled investments (PIK)

 

 

3,080

 

 

 

3,026

 

 

 

2,281

 

Affiliated investments

 

 

-

 

 

 

64

 

 

 

128

 

Controlled investments

 

 

3,356

 

 

 

3,832

 

 

 

2,677

 

Controlled investments (PIK)

 

 

-

 

 

 

-

 

 

 

233

 

Total interest income

 

 

31,007

 

 

 

31,541

 

 

 

28,901

 

Dividend income from:

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

2,819

 

 

 

2,354

 

 

 

1,147

 

Controlled investments

 

 

13,824

 

 

 

4,571

 

 

 

2,331

 

Total dividend income

 

 

16,643

 

 

 

6,925

 

 

 

3,478

 

Other commitment fees from non-affiliated, non-controlled investments

 

 

-

 

 

 

700

 

 

 

3,075

 

Other income from:

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

2,164

 

 

 

157

 

 

 

264

 

Non-affiliated, non-controlled investments (PIK)

 

 

174

 

 

 

-

 

 

 

107

 

Total other income

 

 

2,338

 

 

 

157

 

 

 

371

 

Total investment income

 

$

49,988

 

 

$

39,323

 

 

$

35,825

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Management fees

 

$

4,987

 

 

$

4,456

 

 

$

3,539

 

Incentive fees

 

 

3,742

 

 

 

2,580

 

 

 

3,132

 

Administration fees

 

 

1,619

 

 

 

1,376

 

 

 

1,522

 

Custody fees

 

 

134

 

 

 

147

 

 

 

81

 

Directors’ fees

 

 

213

 

 

 

211

 

 

 

205

 

Professional services

 

 

2,023

 

 

 

1,816

 

 

 

1,772

 

Interest expense

 

 

18,405

 

 

 

14,882

 

 

 

11,742

 

Other expenses

 

 

967

 

 

 

1,054

 

 

 

1,003

 

Total expenses

 

$

32,090

 

 

$

26,522

 

 

$

22,996

 

Net investment income before taxes

 

$

17,898

 

 

$

12,801

 

 

$

12,829

 

Excise tax

 

$

579

 

 

$

348

 

 

$

287

 

Net investment income

 

$

17,319

 

 

$

12,453

 

 

$

12,542

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses):

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on investment transactions from:

 

 

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

$

(5,285

)

 

$

2,500

 

 

$

(1,246

)

Affiliated investments

 

 

-

 

 

 

(626

)

 

 

-

 

Controlled investments

 

 

-

 

 

 

-

 

 

 

(3,461

)

Realized loss on repurchase of debt

 

 

(222

)

 

 

(3

)

 

 

-

 

Total net realized gain (loss)

 

 

(5,507

)

 

 

1,871

 

 

 

(4,707

)

Net change in unrealized appreciation (depreciation) on investment transactions from:

 

 

 

 

 

 

 

Non-affiliated, non-controlled investments

 

 

(32,515

)

 

 

(7,129

)

 

 

15,040

 

Affiliated investments

 

 

-

 

 

 

(22

)

 

 

(226

)

Controlled investments

 

 

(11,086

)

 

 

(3,620

)

 

 

2,684

 

Total net change in unrealized appreciation (depreciation)

 

 

(43,601

)

 

 

(10,771

)

 

 

17,498

 

Net realized and unrealized gains (losses)

 

$

(49,108

)

 

$

(8,900

)

 

$

12,791

 

Net increase (decrease) in net assets resulting from operations

 

$

(31,789

)

 

$

3,553

 

 

$

25,333

 

 

 

 

 

 

 

 

 

 

 

Earnings per share (basic and diluted):

 

$

(2.57

)

 

$

0.36

 

 

$

3.33

 

Weighted average shares outstanding (basic and diluted):

 

 

12,360,314

 

 

 

9,844,014

 

 

 

7,601,958

 

 

-8-


FAQ

How did Great Elm Capital Corp. (GECC) perform in Q4 2025?

Great Elm Capital Corp. generated $12.6 million of total investment income and $4.4 million of net investment income, or $0.31 per share, in Q4 2025. However, $26.4 million of net realized and unrealized losses reduced net asset value per share from $10.01 to $8.07.

What dividend did GECC declare for the first quarter of 2026?

GECC’s board approved a quarterly cash distribution of $0.30 per share for the first quarter of 2026. It is payable March 31, 2026 to stockholders of record March 16, 2026, representing a 19.2% annualized yield on the February 27, 2026 closing price of $6.26.

What incentive fee changes did GECC’s investment adviser announce?

Great Elm Capital Management waived all accrued incentive fees of approximately $2.3 million, or $0.16 per share, recorded as of December 31, 2025. It also waived first quarter 2026 incentive fees, lifting pro forma net asset value per share to $8.23 at year end 2025.

How is GECC managing its debt and liquidity position?

As of December 31, 2025, GECC had $5 million of cash, $50 million available on its revolving credit facility, and about $11 million of liquid exchange-traded assets. The company repurchased roughly $18.7 million of GECCO notes and issued a call notice for $20 million more.

What leadership changes were announced at Great Elm Capital Corp. (GECC)?

Jason Reese was appointed Executive Chairman of GECC’s board, succeeding Matthew Drapkin following the filing of the 2025 Form 10-K. Drapkin’s resignation was not due to any disagreement, and Reese brings extensive credit and capital markets experience to board oversight.

How did GECC’s net asset value and asset coverage ratio change in late 2025?

Net asset value was $112.9 million, or $8.07 per share, at December 31, 2025, down from $140.1 million, or $10.01 per share, at September 30, 2025. The asset coverage ratio declined to 158.1% from 168.2% over the same period.

What was GECC’s portfolio composition and yield at year-end 2025?

At December 31, 2025, GECC held $298.3 million of investments at fair value, with 67 corporate credit debt holdings totaling about $178.2 million. The debt portfolio’s weighted average current yield was 11.7%, with approximately 74% of debt investments in floating rate instruments.

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