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

Rhea-AI Filing Summary

Keri Davis, CFO of Great Elm Capital Management (the external manager of Great Elm Capital Corp.), reported changes in her beneficial ownership of GECC common stock. On 09/19/2025 she received an equity award of 3,820 shares as compensation for her role at the manager, with 955 shares vesting immediately and the remainder vesting in equal annual installments through 09/20/2028. Also on 09/19/2025 she received 1,406 shares from a stock dividend related to prior vested awards. On 09/23/2025 there was a net share settlement disposing of 2,725 shares at a price of $11.43, leaving her with 21,893 shares beneficially owned following the reported transactions.

Positive

• Equity compensation awarded aligns the CFO's interests with shareholders via time-based vesting through 2028
• Immediate vesting of 955 shares demonstrates partial deliverable value to the executive at grant

Negative

• Net sale/settlement of 2,725 shares at $11.43 reduced the reporting person's holdings
• Outstanding unvested shares remain contingent on continued service through 2028, creating future dilution potential

Insights

Corporate Governance Expert

TL;DR: Routine managerial equity compensation and an offsetting net settlement; no indication of governance change.

The Form 4 discloses standard equity-based compensation from the external manager to its CFO, including immediate vesting of a portion of the grant and scheduled annual vesting through 2028. The stock dividend reflects prior-year vested awards rather than new service, and the 09/23/2025 net settlement of restricted shares appears administrative and exempt under Rule 16b-3. These are customary disclosures that align management incentives with shareholder outcomes and do not by themselves imply a governance event.

Securities Analyst

TL;DR: Compensation-linked share issuance partially offset by a small sale; overall ownership change is modest.

The filings show a 3,820-share award and a 1,406-share stock dividend, increasing beneficial ownership, while a 2,725-share disposition at $11.43 reduced holdings. The net effect leaves 21,893 shares beneficially owned. These transactions are consistent with compensation vesting schedules and routine post-vesting settlements and are unlikely to be materially dilutive or liquidity-moving for investors given the relatively small share counts disclosed.

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

OMB APPROVAL

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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^*

Davis Keri

(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)
	CFO

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)		3,820	A	$0	23,212	D
Common Stock	09/19/2025		A(2)		1,406	A	$0	24,618	D
Common Stock	09/23/2025		F(3)		2,725	D	$11.43	21,893	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. Ms. Davis is the CFO of Great Elm Capital Management, Inc. ("GECM"), the external investment manager of Great Elm Capital Corp. ("GECC"). Ms. Davis received an award of 3,820 shares of common stock of GECC as equity compensation for her position at GECM, 955 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 shares of common stock of GECC acquired as a result of a stock dividend associated with the portion of the equity compensation awarded to Ms. Davis 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did GECCZ reporting person Keri Davis disclose on the Form 4?

Ms. Davis received a 3,820-share award (955 vested immediately) and 1,406 shares from a stock dividend on 09/19/2025, and disposed of 2,725 shares at $11.43 on 09/23/2025.

How many GECC shares does Keri Davis beneficially own after these transactions?

She beneficially owns 21,893 shares following the reported transactions.

What is the vesting schedule for the 3,820-share award reported by GECCZ?

955 shares vested on the grant date (09/19/2025); the remainder vests in equal annual installments on September 20th each year through September 20, 2028, subject to continued service.

Why were some shares reported as acquired via a stock dividend on GECC's Form 4?

The 1,406 shares reflect a stock dividend tied to previously awarded equity that vested on the anniversary of prior grant dates.

Was the 09/23/2025 disposition of restricted shares treated as an exempt transaction?

Yes; the filing states the net share settlement of vested restricted stock is exempt pursuant to Rule 16b-3.