Great Elm Group discloses 9.7% stake in GECC, clarifies share count

Rhea-AI Filing Summary

Great Elm Group, Inc. reports beneficial ownership of 1,358,276 shares of Great Elm Capital Corp. common stock, representing approximately 9.7% of 13,998,168 shares outstanding. The outstanding share count includes 1,139,790 shares issued under an at-the-market facility and 1,290,000 shares issued to Poor Richard LLC. Directors and executive officers of the reporting person beneficially own an additional 1,021,099 shares (about 7.9%).

The reporting person delivered 79,803 shares as employee compensation in connection with vesting events occurring between September 19, 2025 and September 23, 2025. All previously filed Schedule 13D information remains in effect except as amended by this statement.

Positive

• Clear disclosure of aggregate beneficial ownership (1,358,276 shares; 9.7%)
• Inclusion of recent issuances (1,139,790 ATM shares and 1,290,000 shares to Poor Richard LLC) clarifies the share base
• Employee grants (79,803 shares) were delivered as compensation rather than sold, indicating retention/alignment

Negative

• Dilution from ATM issuance (1,139,790 shares) and the 1,290,000-share issuance reduce existing holders' percentage ownership
• Concentrated insider holdings: directors and officers of the reporting person hold an additional 7.9%, which could amplify coordinated voting outcomes

Insights

Corporate Governance Expert

Significant single-holder stake and transparent disclosure; governance implications are manageable.

The reported 9.7% beneficial ownership by Great Elm Group is large enough to merit board- and governance-focused attention but does not by itself constitute control. The filing clarifies the ownership base by including recent issuances from the ATM facility and a block issuance to Poor Richard LLC, which helps resolve outstanding share-count ambiguity.

Risks include potential voting influence if the reporting person coordinates with its officers (who hold an additional 7.9%). Monitor any scheduled shareholder votes or amendments to governance documents over the next 12 months for changes tied to concentrated holdings.

Investor Relations Analyst

Ownership and dilution events change share count; dilution is modest but material to ownership percentage.

Including 1,139,790 ATM shares and 1,290,000 issued to Poor Richard LLC increases the share base to 13,998,168, on which the 9.7% figure is calculated. The grant of 79,803 shares as employee compensation reduced the reporting person's shareholdings between September 19, 2025 and September 23, 2025, showing internal equity use rather than market sales.

Investors should watch for further ATM issuance activity or additional compensation grants over the coming quarters; changes to the outstanding share count will materially affect percentages and per-share metrics in near-term filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

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)

10/07/2025

(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 1,358,276.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,358,276.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,358,276.00

12

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

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 13: Based on 13,998,168 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) 1,139,790 shares issued under the Issuer's ATM Facility (as defined below) since the filing 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. 14 to the statement of beneficial ownership on Schedule 13D (this "Amendment No. 14") 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, Amendment No. 12 dated December 13, 2024 and Amendment No. 13 dated August 27, 2025 (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. 14 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 13,998,168 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) 1,139,790 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 October 9, 2025, the Reporting Person may be deemed to beneficially own 1,358,276 shares of Common Stock, which represents approximately 9.7% 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 1,021,099 shares of Common Stock, which represents approximately 7.9% of the issued and outstanding shares of Common Stock.
(c)	Since the filing of Amendment No. 13 on August 27, 2025, the Reporting Person granted 79,803 shares of Common Stock owned by the Reporting Person as compensation to certain employees in exchange for no consideration and which were delivered by the Reporting Person (together with any accumulated stock dividends thereon) to such employees in connection with the vesting of such awards (or an applicable portion thereof) between September 19, 2025 and September 23, 2025.

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:	10/09/2025

FAQ

How many GECC shares does Great Elm Group beneficially own?

Great Elm Group beneficially owns 1,358,276 shares, representing approximately 9.7% of the 13,998,168 shares outstanding.

What items were included in the outstanding share count for GECC?

The outstanding share count includes 11,568,378 reported at the prior quarter, 1,139,790 shares issued under the ATM Facility, and 1,290,000 shares issued to Poor Richard LLC.

Did Great Elm Group transfer any shares recently?

Yes, the reporting person delivered 79,803 shares as employee compensation in connection with vesting events between September 19, 2025 and September 23, 2025.

How much do Great Elm Group executives and directors own of GECC?

Directors and executive officers of Great Elm Group beneficially own an aggregate of 1,021,099 shares, about 7.9% of the outstanding shares.

Does this Schedule 13D/A change prior disclosures?

This amendment supplements prior Schedule 13D information by updating the aggregate ownership calculation and reporting recent share grants; other previously filed information remains in effect unless amended herein.