Great Elm Capital Corp. Files 8-K on Agreements and Debt

TL;DR

GECC filed an 8-K detailing new agreements and its various outstanding notes.

AI Summary

Great Elm Capital Corp. filed an 8-K on August 27, 2025, reporting on several events. These include entering into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also lists various debt instruments, such as 5.875% Notes due 2026, 8.75% Notes due 2028, and 8.50% Notes due 2029.

Why It Matters

This 8-K filing provides updates on Great Elm Capital Corp.'s material agreements and debt structure, which are crucial for investors to understand the company's financial obligations and strategic activities.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution.

Key Players & Entities

• Great Elm Capital Corp. (company) — Registrant
• August 27, 2025 (date) — Date of Report
• 5.875% Notes due 2026 (dollar_amount) — Debt Instrument
• 8.75% Notes due 2028 (dollar_amount) — Debt Instrument
• 8.50% Notes due 2029 (dollar_amount) — Debt Instrument

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value GECC Nasdaq Global Market
• $11.65 — are (the "Common Stock"), at a price of $11.65 per share, for an aggregate purchase pr
• $15,028,500 — are, for an aggregate purchase price of $15,028,500. The Shares were issued in a private pl

Filing Documents

• dp233518_8k.htm (8-K) — 34KB
• dp233518_ex9901.htm (EX-99.1) — 9KB
• image_001.jpg (GRAPHIC) — 4KB
• image_002.jpg (GRAPHIC) — 4KB
• 0000950103-25-010785.txt ( ) — 278KB
• gecc-20250827.xsd (EX-101.SCH) — 4KB
• gecc-20250827_def.xml (EX-101.DEF) — 27KB
• gecc-20250827_lab.xml (EX-101.LAB) — 37KB
• gecc-20250827_pre.xml (EX-101.PRE) — 26KB
• dp233518_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On August 27, 2025, Great Elm Capital Corp. (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Poor Richard LLC, a Delaware limited liability company (the "Purchaser"), an affiliate of Booker Smith, pursuant to which the Purchaser purchased, and the Company issued, 1,290,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a price of $11.65 per share, for an aggregate purchase price of $15,028,500. The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933. Pursuant to the registration rights covenant under the Stock Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Stock Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Stock Purchase Agreement. The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company. The registration rights granted pursuant to the Stock Purchase Agreement will terminate upon the first to occur of (A) a registration under the Securities Act of 1933, as amended (the "Securities Act") and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public informa

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

01 Other Events

Item 8.01 Other Events. On August 27, 2025, the Company issued a press release in connection with the issuance of the Shares. A copy of the press release is filed as Exhibit 99.1 to this report.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated August 27, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Dated: August 27, 2025 GREAT ELM CAPITAL CORP. By: /s/ Keri A. Davis Name: Keri A. Davis Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR