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

Rhea-AI Filing Summary

Great Elm Group, Inc. filed a Form 4 reporting changes in beneficial ownership of Great Elm Capital Corp. (ticker: GECC) stock held directly by the reporting entity, which is identified as a Director. On 09/19/2025 Great Elm Group reported a disposition of 16,612 shares and, on 09/20/2025, a disposition of 63,189 shares. Both transactions are coded J(1) and show a price of $0, reflecting delivery of shares as compensation to employees upon vesting of awards. Share totals after each transaction are reported as 1,421,467 and 1,358,278 shares, respectively. The form is signed by an attorney-in-fact on 09/23/2025.

Insights

Corporate Governance Expert

TL;DR Routine insider dispositions reflect delivery of previously granted awards to employees; no new issuances or cash proceeds reported.

This Form 4 shows that Great Elm Group, Inc., a reporting director, recorded dispositions under code J(1) on two consecutive dates for a total of 79,801 shares delivered at $0 as part of employee compensation vesting. The filing clarifies that Great Elm Group retained beneficial ownership of the underlying shares prior to vesting and that the transfers were for compensation purposes. There is no indication of open-market sales, pledges, option exercises, or cash proceeds from these transactions in the filing.

Securities Analyst

TL;DR Insider reported transfers are compensatory deliveries, not market sales; impact on outstanding float appears limited per reported holdings.

The reported entries use transaction code J(1), and both show a $0 price, which aligns with shares being delivered to employees upon vesting rather than sold. The filings list the reporting entity's remaining direct holdings after each transfer: 1,421,467 and 1,358,278 shares. The disclosure is clear on mechanics but does not provide information on total outstanding shares, dilution, or broader share count changes, so material market impact cannot be determined solely from this Form 4.

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^*

Great Elm Group, Inc.

(Last) (First) (Middle)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

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		J(1)		16,612	D	$0	1,421,467	D(2)
Common Stock	09/20/2025		J(1)		63,189	D	$0	1,358,278	D(2)

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. Reflects shares of common stock of Great Elm Capital Corp. ("GECC") owned by Great Elm Group, Inc. ("GEG") that (i) GEG granted as compensation to certain employees in exchange for no consideration and (ii) which were delivered by GEG (together with any accumulated stock dividends thereon) to such employees in connection with the vesting of such awards (or an applicable portion thereof).

2. Prior to the vesting and delivery of any such compensation awards (or any portion thereof), GEG retains beneficial ownership rights over the GECC shares underlying such awards, the number of which are included in GEG's direct holdings.

	/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).
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FAQ

What transactions were reported for GECC on this Form 4?

The Form 4 reports dispositions on 09/19/2025 of 16,612 shares and on 09/20/2025 of 63,189 shares, both coded J(1) at a price of $0.

Who is the reporting person on the Form 4 for GECC?

The reporting person is Great Elm Group, Inc., identified in the filing as a Director of Great Elm Capital Corp.

Why is the price listed as $0 on the reported transactions?

The filing states the shares were delivered as employee compensation upon vesting, which is why each transaction shows a $0 price.

How many GECC shares did Great Elm Group own after the reported transactions?

The filing reports direct holdings of 1,421,467 shares after the 09/19/2025 transaction and 1,358,278 shares after the 09/20/2025 transaction.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 09/23/2025.