8-K

United

states SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 27, 2025

GREAT ELM CAPITAL

CORP. (Exact name of Registrant as Specified in Its Charter)

Registrant’s

telephone number, including area code: (617) 375-3006

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the “SEC”) 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 information requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.

The foregoing summary of the Stock Purchase Agreement is qualified in its entirety by reference to the Stock Purchase Agreement which will be filed as an exhibit to our quarterly report on Form 10-Q for the quarter ending September 30, 2025.

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.

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.

(d) Exhibits.

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.

Exhibit 99.1

Great Elm CapitalCorp. (“GECC”) Raises $15.0 Million of Equity

PALM BEACH GARDENS, Florida., August 27, 2025 – Great Elm Capital Corp. (the “Company” or “GECC”), (NASDAQ: GECC), a business development company, has issued approximately 1.3 million shares, representing 9.9% of the Company’s outstanding common stock, at $11.65 per share for gross proceeds of $15.0 million to an affiliate of Booker Smith, a newly appointed director of Great Elm Group, Inc., with extensive experience in corporate credit and real estate investing.

This transaction marks the latest step in GECC’s ongoing growth trajectory. Over the past 12 months, GECC has raised nearly $30 million of equity at net asset value, strengthening the Company’s balance sheet and providing additional scale to support its long-term investment strategy.

“This capital raise provides GECC with additional capital that can be leveraged to pursue attractive investment opportunities in today’s markets,” said Matt Kaplan, GECC’s Chief Executive Officer. “It is also a clear vote of confidence in the Company’s turnaround, which began in March 2022, and in the strength of the platform we have built.”

The additional capital bolsters GECC’s ability to execute on its investment strategy, which is focused on generating sustainable income and total return through investments in debt instruments, income-producing equity, and specialty finance businesses. The transaction underscores the alignment and support from long-term institutional investors who recognize the progress GECC has made over the past three years.

About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses and CLOs.

Cautionary StatementRegarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are: conditions in the credit markets, rising interest rates, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except

as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release does not constitute an offer of any securities for sale.

Media & Investor Contact:

Investor Relations

investorrelations@greatelmcap.com

Source: Great Elm Capital Corp.

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