[Form 4] Great Elm Capital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Matthew D. Kaplan, President and CEO of Great Elm Capital Corp. (GECC / GECCZ), reported equity awards and a net share settlement tied to restricted stock vesting. On 09/19/2025 he was granted 37,117 shares as compensation, of which 9,280 vested immediately and the remainder vests in equal annual installments through 09/20/2028 subject to continued service. Also on 09/19/2025 he received 1,055 shares from a stock dividend related to prior awards. On 09/23/2025 a net share settlement disposed of 8,211 shares at $11.43 per share. Following these transactions he beneficially owned 122,750 shares.

Insights

Corporate Governance Expert

TL;DR: CEO received multi-year equity award with staged vesting; a later net settlement reduced holdings by 8,211 shares.

The reported grant aligns executive pay with multi-year retention, as 37,117 shares were awarded with front-loaded and annual vesting through 2028. The 1,055-share stock dividend reflects prior award adjustments rather than a cash event. The 09/23/2025 net settlement of restricted stock decreased his holdings by 8,211 shares at $11.43, which appears to be a tax/settlement action exempt under Rule 16b-3. These disclosures are routine for executive compensation and do not indicate a change in control or a material liquidity event.

Securities Analyst

TL;DR: Transactions are standard equity compensation and vesting-related settlement; net effect modestly reduces insider stake.

The initial award increases potential future dilution but vests over three years, supporting retention incentives. The stock dividend of 1,055 shares is an administrative adjustment tied to prior grants. The 8,211-share disposition at $11.43 reduces the CEO's post-transaction beneficial ownership to 122,750 shares. No options, warrants, or convertible instruments were reported. From an investor-materiality perspective, these are customary insider compensation transactions rather than an indicator of operational change.

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

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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^*

Kaplan Matthew D

(Last) (First) (Middle)

C/O GREAT ELM CAPITAL CORP.

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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

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

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

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	09/19/2025		A(1)		37,117	A	$0	129,906	D
Common Stock	09/19/2025		A(2)		1,055	A	$0	130,961	D
Common Stock	09/23/2025		F(3)		8,211	D	$11.43	122,750	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. Mr. Kaplan is the President and Chief Executive Officer of Great Elm Capital Corp. ("GECC"). Mr. Kaplan received an award of 37,117 shares of common stock of GECC as equity compensation for his position at GECC, 9,280 of which vested on the grant date, September 19, 2025, and the remainder of which will vest in equal annual installments on September 20th of each year until September 20, 2028, subject to continued service with GECC.

2. Represents the exempt acquisition of shares of common stock of GECC as a result of a stock dividend associated with the portion of the equity compensation awarded to Mr. Kaplan 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	09/23/2025
	** 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).
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FAQ

What transactions did Matthew D. Kaplan report for GECCZ?

He reported a 37,117-share equity award (9,280 vested immediately), a 1,055-share stock dividend, and a net settlement disposing of 8,211 shares at $11.43.

How many shares does the CEO beneficially own after these transactions?

Following the reported transactions, Mr. Kaplan beneficially owned 122,750 shares.

What is the vesting schedule for the 37,117-share award?

9,280 shares vested on 09/19/2025; the remainder vests in equal annual installments on September 20 each year through 09/20/2028, subject to continued service.

Why was 8,211 shares disposed on 09/23/2025?

The filing states this reflects a net share settlement of restricted stock in connection with vesting, exempt under Rule 16b-3.

Did the Form 4 report any derivative securities or option exercises?

No derivative securities, options, or convertible instruments were reported in Table II of the Form 4.