Great Elm Capital (NASDAQ: GECC) calls 5.875% notes due 2026 at par

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Great Elm Capital Corp. is redeeming all of its 5.875% Notes due 2026 on May 27, 2026. Holders will receive 100% of principal, equal to $25.00 per Note, plus $0.228472 of accrued and unpaid interest per Note through, but excluding, the redemption date.

After May 27, 2026, interest on the redeemed Notes will stop accruing, and holders’ remaining right will be to receive the redemption payment upon surrender of their Notes. Notes held in book-entry form will be processed through The Depository Trust Company, with Equiniti Trust Company, LLC acting as trustee and paying agent.

Insights

Great Elm is calling its 5.875% 2026 notes at par plus accrued interest.

Great Elm Capital Corp. will redeem all outstanding 5.875% Notes due 2026 on May 27, 2026 at $25.00 per Note plus $0.228472 in accrued interest. This fully retires this specific debt instrument ahead of its stated maturity.

For noteholders, the transaction converts their bond position into cash on the Redemption Date, ending future interest payments on these Notes. The filing does not detail how the company will fund the redemption or what financing, if any, replaces these obligations, so the broader balance-sheet impact is not quantified here.

Holders must present and surrender their Notes to receive payment, with book-entry positions handled via The Depository Trust Company and Equiniti Trust Company, LLC serving as trustee and paying agent, under the existing Indenture and Fourth Supplemental Indenture.

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.

Key Figures

Coupon rate: 5.875% Redemption price per Note: $25.00 per Note Accrued interest per Note: $0.228472 per Note +2 more

5 metrics

Coupon rate 5.875% 5.875% Notes due 2026

Redemption price per Note $25.00 per Note Principal amount at redemption on May 27, 2026

Accrued interest per Note $0.228472 per Note Interest accrued through, but excluding, May 27, 2026

Backup withholding rate 24% Potential U.S. federal backup withholding on gross payments

Redemption Date May 27, 2026 Date on which all 5.875% Notes due 2026 will be redeemed

Key Terms

Indenture, Redemption Date, Redemption Price, Paying Agent, +1 more

5 terms

Indenture regulatory

"pursuant to Section 1104 of the Indenture, dated as of September 18, 2017"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Redemption Date financial

"The Company will redeem all of the issued and outstanding Notes on May 27, 2026 (the “Redemption Date”)"

The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.

Redemption Price financial

"the Redemption price for the Notes equals 100% of the principal amount per Note being redeemed, or $25.00 per Note… (the “Redemption Price”)"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

Paying Agent financial

"upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent"

A paying agent is a bank or company that helps deliver payments, like interest or dividends, to investors. It’s like a trusted middleman who makes sure everyone gets their money on time, so investors don’t have to handle the details themselves.

backup withholding regulatory

"may be required to withhold twenty-four percent (24%) of any gross payment… to avoid backup withholding"

Understanding 8-K Material Events →

04/27/2026 - 05:21 PM

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): April 27, 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, FL		33410
(Address of Principal Executive Offices)		(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

On April 27, 2026, Great Elm Capital Corp. (the “Company”) caused a notice (the “Notice”) to be issued to the holders of its 5.875% Notes due 2026 (CUSIP No. 390320 604; NASDAQ: GECCO) (the “Notes”) regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding Notes on May 27, 2026 (the “Redemption Date”), pursuant to Section 1104 of the Indenture, dated as of September 18, 2017, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”), and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of June 23, 2021, by and between the Company and the Trustee. Pursuant to the Notice, the Notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon, if any, through, but excluding, the Redemption Date. A copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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		Notice of Redemption to Holders of 5.875% Notes due 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: April 27, 2026	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

Exhibit 99.1

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

5.875% Notes due 2026

of Great Elm Capital Corp.

(CUSIP No. 390320 604)*

Redemption Date: May 27, 2026

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture, dated as of September 18, 2017 (the “Base Indenture”), by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the “Trustee”), and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of June 23, 2021 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in whole, the 5.875% Notes due 2026 (the “Notes”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

The Company will redeem all of the issued and outstanding Notes on May 27, 2026 (the “Redemption Date”). The redemption price for the Notes equals 100% of the principal amount per Note being redeemed, or $25.00 per Note, plus the accrued and unpaid interest thereon, if any, through, but excluding, the Redemption Date (the “Redemption Price”). The accrued interest per Note being redeemed that is payable on the Redemption Date will be $0.228472.

On the Redemption Date, the Redemption Price will become due and payable to the Holders of the Notes. Interest on the Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Price upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent.

Notes held in book-entry form will be redeemed and the Redemption Price with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes in the following manner:

If by Mail, Hand or Overnight Mail:

Equiniti Trust Company, LLC

1110 Centre Pointe Curve, Suite # 101, Mendota Heights, MN 55120

Onbase – Reorganization Dept.

Questions relating to this notice of redemption should be directed to Equiniti Trust Company, LLC via telephone at 1–800-937-5449.

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this notice or printed on the Notes.

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

Date: April 27, 2026

	Great Elm Capital Corp.

	By: Equiniti Trust Company, LLC, as Trustee and Paying Agent

Source: View Original Filing on SEC EDGAR

FAQ

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

Great Elm Capital Corp. announced it will redeem all outstanding 5.875% Notes due 2026. The company set a redemption date of May 27, 2026, and detailed the cash amount noteholders will receive, including principal and accrued interest per Note.

When will GECC’s 5.875% Notes due 2026 be redeemed?

The 5.875% Notes due 2026 will be redeemed on May 27, 2026. On that Redemption Date, holders become entitled to the redemption price, and interest on the Notes stops accruing, assuming the company pays the full amount due under the terms described.

What redemption price will GECC pay for the 5.875% Notes due 2026?

Great Elm Capital Corp. will pay 100% of principal, equal to $25.00 per Note, plus $0.228472 of accrued and unpaid interest per Note. This combined amount, called the Redemption Price, is payable to holders on the May 27, 2026 Redemption Date.

What happens to interest on GECC’s 5.875% Notes after the Redemption Date?

Interest on the 5.875% Notes due 2026 will cease to accrue on and after May 27, 2026. After that date, holders’ remaining right is to receive payment of the Redemption Price, which includes accrued interest through, but excluding, the Redemption Date upon surrender of their Notes.

How will GECC noteholders receive payment for the redeemed 5.875% Notes?

Payment of the Redemption Price will be made upon presentation and surrender of the Notes to Equiniti Trust Company, LLC, the trustee and paying agent. Notes held in book-entry form will be processed and paid in accordance with The Depository Trust Company’s applicable procedures.

Are there any U.S. tax withholding considerations for GECC’s note redemption?

Under U.S. federal income tax law, the trustee or other withholding agent may withhold 24% of any gross payment if a holder fails to provide a taxpayer identification number and certifications. Completing Form W-9 or the appropriate Form W-8 can help avoid such backup withholding.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.3 KB

Great Elm Capital (NASDAQ: GECC) calls 5.875% notes due 2026 at par

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