Great Elm Capital Awards Manager CFO 7,646 Shares

The award vested 1,911 shares on the grant date, while remaining installments depend on continued service with Great Elm Capital Management, Inc. through September 20, 2029.

Rhea-AI Filing Summary

Great Elm Capital Corp. reports that Keri Davis, CFO of its external investment manager, Great Elm Capital Management, Inc., received an award of 7,646 GECC common shares as equity compensation for her position at that manager. Of the award, 1,911 shares vested on September 21, 2026, and the remainder is scheduled to vest in equal annual installments on September 20 of each year until September 20, 2029, subject to continued service with the manager.

On September 21, 2026, Davis also acquired 1,372 shares through a stock dividend tied to previously awarded compensation and reported 2,972 shares delivered or withheld for payment of exercise price or tax liability; the related note describes a net share settlement of restricted-stock awards upon vesting. No Rule 10b5-1 plan is reported.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Davis Keri

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	7,646	$0.00	$0.00
Grant/Award	Common Stock F2	1,372	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F3	2,972	$5.37	$16K

Holdings After Transaction: Common Stock — 27,939 shares (Direct)

Footnotes (3)

1. F1. Ms. Davis is the CFO of Great Elm Capital Management, Inc. ("GECM"), the external investment manager of Great Elm Capital Corp. ("GECC"). Ms. Davis received an award of 7,646 shares of common stock of GECC as equity compensation for her position at GECM, 1,911 of which vested on the grant date, September 21, 2026, and the remainder of which will vest in equal annual installments on September 20th of each year until September 20, 2029, subject to continued service with GECM.
2. F2. Represents shares of common stock of GECC acquired as a result of a stock dividend associated with the portion of the equity compensation awarded to Ms. Davis in previous years that vested on the anniversary of those grant dates.
3. F3. Reflects the net share settlement of awards of restricted stock in connection with vesting thereof that is exempt pursuant to Rule 16b-3.

Key Figures

Equity compensation award: 7,646 shares Shares vested on grant date: 1,911 shares Stock dividend shares acquired: 1,372 shares +2 more

5 metrics

Equity compensation award 7,646 shares GECC common shares awarded September 21, 2026

Shares vested on grant date 1,911 shares September 21, 2026

Stock dividend shares acquired 1,372 shares September 21, 2026

Shares delivered or withheld 2,972 shares Reported September 21, 2026

Reported price per share $5.37 per share 2,972-share transaction reported September 21, 2026

Key Terms

equity compensation, stock dividend, net share settlement, restricted stock, +1 more

5 terms

equity compensation financial

"as equity compensation for her position at GECM"

Equity compensation is pay given to employees, executives or contractors in the form of company ownership—such as stock, stock options or restricted shares—rather than just cash. It matters to investors because it can align workers' incentives with shareholders (like paying someone in slices of the same pie they help grow), but it also increases the number of shares outstanding and company expenses, affecting ownership percentages and earnings per share.

stock dividend financial

"acquired as a result of a stock dividend"

A stock dividend is when a company gives its existing shareholders extra shares instead of cash. It’s like receiving more pieces of the same pie rather than a bigger piece of money, which can increase the number of shares you own but usually doesn’t change the total value of your investment right away. Investors care about it because it can signal the company's growth and affect the stock’s price.

net share settlement financial

"Reflects the net share settlement of awards"

Net share settlement is a way of paying for financial transactions using only the difference in shares rather than exchanging full amounts of stock or cash. It’s like settling a debt by giving someone the exact number of shares needed to balance the books, making trades quicker and simpler. This method helps reduce the number of shares changing hands, saving time and costs.

restricted stock financial

"awards of restricted stock in connection with vesting"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Rule 16b-3 regulatory

"exempt pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many GECC shares did Keri Davis receive as equity compensation?

Keri Davis received an award of 7,646 GECC common shares as equity compensation for her position at Great Elm Capital Management, Inc., GECC’s external investment manager. Of those, 1,911 vested on September 21, 2026; the remainder vests in equal annual installments on September 20 of each year until September 20, 2029, subject to continued service with the manager.

Why did Keri Davis acquire 1,372 GECC shares?

The 1,372 shares were acquired as a stock dividend associated with the portion of equity compensation awarded in previous years that vested on the anniversaries of those grants.

What was Keri Davis’s 2,972-share GECC transaction?

She reported 2,972 shares delivered or withheld for payment of exercise price or tax liability on September 21, 2026. The related note describes a net share settlement of restricted-stock awards in connection with vesting. The reported price was $5.37 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:31 PM Accepted by SEC EDGAR 09/23/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Keri

(Last) (First) (Middle)

C/O GREAT ELM CAPITAL CORP.

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp. [ GECC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2026		A(1)		7,646	A	$0	29,539	D
Common Stock	09/21/2026		A(2)		1,372	A	$0	30,911	D
Common Stock	09/21/2026		F(3)		2,972	D	$5.37	27,939	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Ms. Davis is the CFO of Great Elm Capital Management, Inc. ("GECM"), the external investment manager of Great Elm Capital Corp. ("GECC"). Ms. Davis received an award of 7,646 shares of common stock of GECC as equity compensation for her position at GECM, 1,911 of which vested on the grant date, September 21, 2026, and the remainder of which will vest in equal annual installments on September 20th of each year until September 20, 2029, subject to continued service with GECM.

2. Represents shares of common stock of GECC acquired as a result of a stock dividend associated with the portion of the equity compensation awarded to Ms. Davis in previous years that vested on the anniversary of those grant dates.

3. Reflects the net share settlement of awards of restricted stock in connection with vesting thereof that is exempt pursuant to Rule 16b-3.

	/s/ Adam M. Kleinman, attorney-in-fact	09/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)