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 SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):February 27, 2026

Great Elm Capital Corp.

(Exact name of Registrant as Specified in ItsCharter)

Registrant’s Telephone Number, Including

Area Code: (617) 375-3006

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 8.01 Other Events.

On February 27, 2026, Great Elm Capital Corp. (the “Company”) caused a notice (the “Notice”) to be issued to the holders of its 5.875% Notes due 2026 (CUSIP No. 390320 604; NASDAQ: GECCO) (the “Notes”) regarding the Company’s exercise of its option to redeem $20,000,000 aggregate principal amount of the issued and outstanding Notes on March 31, 2026 (the “Redemption Date”), pursuant to Section 1104 of the Indenture, dated as of September 18, 2017 (the “Base Indenture”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”), and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of June 23, 2021 (the “Fourth Supplemental Indenture”), by and between the Company and the Trustee. Pursuant to the Notice, the Notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon, if any, through, but excluding, the Redemption Date. Interest is payable on the Notes quarterly on March 31, June 30, September 30 and December 31 of each year, and the next scheduled Interest Payment Date for the Notes is the Redemption Date. Accrued and unpaid interest on the Notes from December 31, 2025 to March 31, 2026 will be paid to the persons in whose name the Notes are registered at the close of business on March 15, 2026, which is the Regular Record Date for such interest payment. As such, the Company does not expect there to be any accrued and unpaid interest on the Notes as of March 31, 2026. If any holders purchase the Notes after March 15, 2026 and before March 31, 2026, they will not be entitled to receive any accrued and unpaid interest on the Notes.

A copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report but shall not be deemed filed:

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

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

5.875% Notes due 2026

of Great Elm Capital Corp.

(CUSIP No. 390320 604)*

Redemption Date: March 31, 2026

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture, dated as of September 18, 2017 (the “Base Indenture”), by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the “Trustee”), and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of June 23, 2021 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in whole, the 5.875% Notes due 2026 (the “Notes”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

The Company will redeem $20,000,000 aggregate principal amount of the issued and outstanding Notes on March 31, 2026 (the “Redemption Date”). The redemption price for the Notes equals 100% of the principal amount per Note being redeemed, or $25.00 per Note, plus the accrued and unpaid interest thereon, if any, through, but excluding, the Redemption Date (the “Redemption Price”). Interest is payable on the Notes quarterly on March 31, June 30, September 30 and December 31 of each year, and the next scheduled Interest Payment Date for the Notes is the Redemption Date. Accrued and unpaid interest on the Notes from December 31, 2025 to March 31, 2026 will be paid to the persons in whose name the Notes are registered at the close of business on March 15, 2026, which is the Regular Record Date for such interest payment. As such, the Company does not expect there to be any accrued and unpaid interest on the Notes as of March 31, 2026. If any holders purchase the Notes after March 15, 2026 and before March 31, 2026, they will not be entitled to receive any accrued and unpaid interest on the Notes.

On the Redemption Date, the Redemption Price will become due and payable to the Holders of the Notes. Interest on the Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Price upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent.

Notes held in book-entry form will be redeemed and the Redemption Price with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes in the following manner:

Questions relating to this notice of redemption should be directed to Equiniti Trust Company, LLC via telephone at 1–800-937-5449.

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this notice or printed on the Notes.

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

Date: February 27, 2026