[SCHEDULE 13D/A] Great Elm Capital. Corp. SEC Filing

Rhea-AI Filing Summary

Great Elm Group, Inc. amended its Schedule 13D to report current beneficial ownership in Great Elm Capital Corp. (GECC) common stock. The filing states 1,438,079 shares are beneficially owned by the Reporting Person, representing approximately 11.1% of 12,977,634 shares outstanding. The outstanding share count reflects 11,568,378 shares reported in the issuer's June 30, 2025 quarterly report, 119,256 shares issued under an ATM facility since that filing, and 1,290,000 shares issued to Poor Richard LLC on August 27, 2025. The Reporting Person notes its directors and executive officers collectively hold 2,580,254 shares, or about 19.9%, of the outstanding common stock.

Positive

• Updated, specific ownership disclosure showing 1,438,079 shares and an explicit 11.1% ownership figure
• Transparent accounting for share count changes, listing 119,256 ATM shares and 1,290,000 shares issued to Poor Richard LLC
• Aggregate insider holdings disclosed: directors and executive officers hold 2,580,254 shares (approximately 19.9%)

Negative

• Increase in shares outstanding (to 12,977,634) due to ATM issuances and a direct issuance, which affected ownership percentages
• Issuance to Poor Richard LLC of 1,290,000 shares is material but the filing does not provide context for that issuance

Insights

Financial Analyst

TL;DR: Reporting Person holds 11.1% of GECC; recent issuances raise total shares to 12.98M, affecting ownership percentages.

The amendment provides a clear, numeric update to beneficial ownership: 1,438,079 shares (11.1%) held by Great Elm Group, Inc., based on 12,977,634 shares outstanding. Key changes driving the updated denominator are 119,256 ATM shares and 1,290,000 shares issued to Poor Richard LLC on August 27, 2025. For investors, the filing documents current concentration of ownership and the mechanics that altered the share count; it does not disclose transactions by the Reporting Person beyond the aggregated holdings.

Corporate Governance Expert

TL;DR: Amendment clarifies ownership structure and related-party issuance without disclosing governance actions or agreements.

The statement quantifies both the Reporting Person's stake (11.1%) and the aggregate holdings of its directors and officers (19.9%). It cites specific share issuances under an ATM program and a direct issuance to Poor Richard LLC that changed the outstanding share base. The filing is procedural and factual; it does not indicate any change in control, board composition, or contractual governance arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

Great Elm Capital Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

390320703

(CUSIP Number)

Jason W. Reese
Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL, 33410
(617) 375-3006

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 390320703

1

Name of reporting person

Great Elm Group, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,438,079.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,438,079.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,438,079.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 13: Based on 12,977,634 shares of common stock, par value $0.01, outstanding, which includes (i) 11,568,378 shares outstanding as reported on the Issuer's (as defined below) Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2025, filed August 4, 2025, (ii) 119,256 shares issued under the Issuer's ATM Facility (as defined below) since the filing of the Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2025 and (iii) 1,290,000 shares issued to Poor Richard LLC on August 27, 2025 (as described under Item 5 below).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Great Elm Capital Corp.
(c)	Address of Issuer's Principal Executive Offices: 3801 PGA BOULEVARD, SUITE 603, PALM BEACH GARDENS, FLORIDA , 33410.
Item 1 Comment: This Amendment No. 13 to the statement of beneficial ownership on Schedule 13D (this "Amendment No. 13") amends the Schedule 13D originally filed by the Reporting Person with the United States Securities and Exchange Commission (the "SEC") on October 1, 2019, as amended by Amendment No. 1 dated October 1, 2020, Amendment No. 2 dated December 31, 2020, Amendment No. 3 dated September 20, 2021, Amendment No. 4 dated May 11, 2022, Amendment No. 5 dated June 17, 2022, Amendment No. 6 dated January 3, 2022, Amendment No. 7 dated January 24, 2023, Amendment No. 8 dated September 22, 2023, Amendment No. 9 dated February 12, 2024, Amendment No. 10 dated June 24, 2024, Amendment No. 11 dated September 25, 2024 and Amendment No. 12 dated December 13, 2024 (as so amended, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 (the "Common Stock"), of Great Elm Capital Corp., a Maryland corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein in this Amendment No. 13 shall have the meaning ascribed to them in Schedule 13D, and unless amended hereby, all information previously filed remains in effect.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following: (a) and (b) The aggregate percentage of Common Stock reported to be owned by the Reporting Person is based on 12,977,634 shares of Common Stock outstanding. The aggregate number of shares of Common Stock outstanding includes (i) 11,568,378 shares, which is the number of shares of Common Stock outstanding as reported on the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025, filed August 4, 2025, (ii) 119,256 shares issued under the at-the market facility pursuant to the Equity Distribution Agreement as described in the Issuer's prospectus supplement dated May 6, 2025 ("ATM Facility") since the filing of the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025 and (iii) 1,290,000 shares of Common Stock issued to Poor Richard LLC as reported on the Issuer's Current Report on Form 8-K, filed on August 27, 2025. As of August 27, 2025, the Reporting Person may be deemed to beneficially own 1,438,079 shares of Common Stock, which represents approximately 11.1% of the issued and outstanding shares of Common Stock. To the Reporting Person's knowledge, the directors and executive officers of the Reporting Person beneficially own in the aggregate 2,580,254 shares of Common Stock, which represents approximately 19.9% of the issued and outstanding shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Great Elm Group, Inc.

Signature:	/s/ Keri A. Davis
Name/Title:	Keri A. Davis/Chief Financial Officer & Chief Accounting Officer
Date:	08/27/2025

FAQ

How many GECC shares does Great Elm Group, Inc. beneficially own?

The Reporting Person beneficially owns 1,438,079 shares of GECC common stock, representing approximately 11.1% of outstanding shares.

What is the total number of GECC shares outstanding used in this filing?

The aggregate share count used is 12,977,634 shares of common stock outstanding.

What recent issuances affected GECC's outstanding share count?

The filing cites 119,256 shares issued under the ATM facility and 1,290,000 shares issued to Poor Richard LLC on August 27, 2025.

What percentage of GECC do the Reporting Person's directors and officers own collectively?

Directors and executive officers collectively beneficially own 2,580,254 shares, about 19.9% of outstanding common stock.

Does the amendment disclose any change in control or governance actions?

No. The amendment updates ownership figures and share issuances but does not disclose any change in control, board composition, or governance agreements.