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

Rhea-AI Filing Summary

Adam M. Kleinman, Chief Compliance Officer and Secretary of Great Elm Capital Corp. (GECC), reported changes in his beneficial ownership on Form 4. On September 19, 2025 he received an exempt grant of 5,458 shares of common stock as equity compensation, of which 1,365 vested immediately and the remainder vests in equal annual installments through September 20, 2028, subject to continued service. Also on September 19 he received 156 shares in connection with a stock dividend tied to prior vested awards. On September 23, 2025 he disposed of 1,361 shares through net share settlement related to vesting at a reported price of $11.43, leaving him with 44,597 shares following the transactions.

Insights

Financial Analyst

TL;DR: Routine insider equity compensation and a small net settlement sale; no material change to control or capital structure.

The Form 4 shows an equity compensation grant and related vesting activity for a senior officer. The grant of 5,458 shares with staged vesting through 2028 is standard for retention and aligns executive incentives with shareholder value over time. The net share settlement of 1,361 shares at $11.43 appears to be a tax or withholding-related disposition tied to vesting rather than an open-market liquidation, and the resulting beneficial ownership remains modest at 44,597 shares. There are no indications of any other cash purchases, pledges, or derivative transactions in this filing.

Corporate Governance Expert

TL;DR: Governance-wise this is routine: exempt grant, dividend adjustment and net settlement consistent with Rule 16b-3 exemptions.

The reporting clarifies that the initial award and subsequent dividend-related shares are treated as exempt grants and that net share settlement is pursuant to restricted stock vesting exemptions. Vesting schedule is time-based and contingent on continued service, which is a common retention tool. Disclosure is complete regarding the nature and timing of transactions, and the signature certifies the reporting under Section 16 requirements.

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^*

Kleinman Adam M

(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)
	CCO and Secretary

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)		5,458	A	$0	45,802	D
Common Stock	09/19/2025		A(2)		156	A	$0	45,958	D
Common Stock	09/23/2025		F(3)		1,361	D	$11.43	44,597	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. Kleinman is the Chief Compliance Officer and Secretary of Great Elm Capital Corp. ("GECC"). Mr. Kleinman received the exempt grant of an award of 5,458 shares of common stock of GECC as equity compensation for his position at GECC, 1,365 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 GECM.

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. Kleinman 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	09/23/2025
	** Signature of Reporting Person	Date
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