8-K
Great Elm Capital Corp. (GECC)
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): November 4, 2025
Great Elm Capital Corp.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 814-01211 | 81-2621577 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 3801 PGA Boulevard, Suite 603,<br><br>Palm Beach Gardens, FL | 33410 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | GECC | Nasdaq Global Market |
| 5.875% Notes due 2026 | GECCO | Nasdaq Global Market |
| 8.50% Notes due 2029 | GECCI | Nasdaq Global Market |
| 8.125% Notes due 2029 | GECCH | Nasdaq Global Market |
| 7.75% Notes due 2030 | GECCG | Nasdaq Global Market |
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 2.02 Results of Operations and Financial Condition.
On November 4, 2025, Great Elm Capital Corp. issued the press release furnished as exhibit 99.1 to this report.
The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this report but shall not be deemed filed:
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Earnings Press Release, dated November 4, 2025. |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
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.
| GREAT ELM CAPITAL CORP. | ||
|---|---|---|
| Date: November 4, 2025 | /s/ Keri A. Davis | |
| By: | Keri A. Davis | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Great Elm Capital Corp. Announces
THIRD Quarter 2025 Financial Results
Company to Host Conference Call and Webcast at 8:30 AM ET on November 5, 2025
Board Maintains $0.37 Per Share Distribution and Announces $10 Million Share Repurchase Authorization
GECC Strengthened its Balance Sheet Raising $27 Million of Equity and Refinancing Highest Cost Debt
NAV Decline From $12.10 to $10.01 Per Share Primarily Due to Losses on First Brands; NII Lower As Anticipated Due to Uneven CLO JV Distributions and Lack of a Preference Share Dividend
NII Expected to Recover in the Fourth Quarter with Increased CLO JV Distributions, Normalized Interest Expense and Income Generation From New Deployments
PALM BEACH GARDENS, Florida, November 4, 2025 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced its financial results for the third quarter ended September 30, 2025.
Management Commentary
“As outlined in our October 7th press release, GECC was impacted by the First Brands bankruptcy which was the key driver of our NAV decline in the quarter to $10.01 per share as of September 30th from $12.10 per share at the end of the second quarter,” said Matt Kaplan, GECC's Chief Executive Officer. “In addition, as highlighted on our August conference call, we saw NII step down as anticipated, driven by the uneven cadence of CLO cash flows, the lack of a distribution on preference shares received in the second quarter, and elevated expenses associated with our baby bond refinancing. We currently expect NII to recover in the fourth quarter with normalized interest expense, increased CLO JV distributions and income from new deployments.”
“We continued to strengthen our balance sheet in the third quarter, raising approximately $27 million of equity. Additionally, we successfully refinanced our highest cost debt, the 8.75% GECCZ Notes, with the issuance of our new 7.75% GECCG Notes, and doubled the size of our revolving credit facility while reducing its interest rate, resulting in lower borrowing costs going forward,” added Mr. Kaplan. “Looking ahead, we have ample liquidity and our leverage is consistent with our historical operating levels at approximately 1.5x debt-to-equity. We have begun to realize capital distributions on our non-yielding CoreWeave equity-related investment, and we are well positioned to deploy capital into additional cash-generating investments.”
Shareholder Returns
- The Board of Directors approved a quarterly dividend of $0.37 per share for the fourth quarter of 2025, equating to a 19.8% annualized yield on GECC’s November 3, 2025 closing price of $7.48.
- Subsequent to quarter end, the Board of Directors authorized a new share repurchase program whereby the Company may repurchase up to an aggregate of $10 million of its outstanding common shares.
Third Quarter Operating Highlights
- Total investment income (“TII”) for the quarter ended September 30, 2025, was $10.6 million as compared to $14.3 million for the quarter ended June 30, 2025.
- TII in the prior quarter benefited from higher income received from CLO investments and the receipt of a $2.1 million distribution on preference shares from an insurance-related investment.
- GECC received $1.5 million of cash distributions from the CLO JV in the quarter ended September 30, 2025, as compared to $4.3 million in the quarter ended June 30, 2025. Additionally, in the fourth quarter through November 3rd, GECC received $4.3 million of cash distributions from the CLO JV.
- Net investment income (“NII”) for the quarter ended September 30, 2025, was $2.4 million, or $0.20 per share, as compared to $5.9 million, or $0.51 per share, for the quarter ended June 30, 2025.
- In addition to lower TII, in the third quarter NII was adversely impacted by elevated interest expense of approximately $1.1 million due to impacts from the baby-bond refinancing from the write-off of deferred offering costs and double-interest expense for most of September.
- Net assets were $140.1 million, or $10.01 per share, on September 30, 2025, as compared to $140.0 million, or $12.10 per share, on June 30, 2025.
- The decrease in net asset value (“NAV”) per share was primarily driven by unrealized losses on First Brands investments, as detailed in the Company’s October 7th press release.
- GECC’s asset coverage ratio was 168.2% as of September 30, 2025, as compared to 169.5% as of June 30, 2025.
Third Quarter and Other Recent Capital Activity
The Company generated net proceeds of approximately $27 million from equity issuances totaling approximately 2.4 million shares of common stock in the third quarter.
The Company utilized its at-the-market (“ATM”) program to issue 1.1 million shares of common stock in the third quarter for net proceeds of approximately $13 million.
In August, GECC issued approximately 1.3 million shares in a private placement to Poor Richard, LLC for net proceeds of $14 million.
In August, GECC amended its Revolving Credit Facility to increase the borrowing capacity to $50 million from $25 million and reduced the interest rate by 0.50% per annum to SOFR + 2.50%.
The amendment allows GECC, under certain circumstances and subject to lender approval, to increase the overall borrowing capacity by an additional $40 million to $90 million in aggregate.
In September, GECC issued $50 million principal amount of its of 7.75% Notes due December 31, 2030 (NASDAQ: GECCG) and redeemed all of its $40 million principal amount of 8.75% Notes due September 30, 2028 (NASDAQ: GECCZ).
In October, the underwriters exercised their overallotment option in full to purchase an additional $7.5 million principal amount of the 7.75% GECCG Notes.
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Financial Highlights – Per Share Data
| Q3/2024 | Q4/2024 | Q1/2025 | Q2/2025 | Q3/2025 | |
|---|---|---|---|---|---|
| Earnings Per Share (“EPS”) | $0.33 | $0.17 | $0.04 | $1.02 | ($1.79) |
| Net Investment Income (“NII”) Per Share | $0.39 | $0.20 | $0.40 | $0.51 | $0.20 |
| Pre-Incentive Net Investment Income Per Share | $0.49 | $0.20 | $0.50 | $0.64 | $0.20 |
| Net Realized and Unrealized Gains / (Losses) Per Share | ($0.06) | ($0.03) | ($0.36) | $0.51 | ($1.98) |
| Net Asset Value Per Share at Period End | $12.04 | $11.79 | $11.46 | $12.10 | $10.01 |
| Distributions Paid / Declared Per Share | $0.35 | $0.40 | $0.37 | $0.37 | $0.37 |
Portfolio and Investment Activity
As of September 30, 2025, GECC held total investments of $325.1 million at fair value, as follows:
- 64 debt investments in corporate credit, totaling approximately $189.3 million, representing 58.2% of the fair market value of the Company’s total investments. Secured debt investments comprised a substantial majority of the fair market value of the Company’s debt investments.
- An investment in Great Elm Specialty Finance, totaling approximately $44.7 million, comprised of two debt investments of $31.3 million and one equity investment of $13.4 million, representing 9.6% and 4.1%, respectively, of the fair market value of the Company’s total investments.
- CLO investments, totaling approximately $52.3 million, representing 16.1% of the fair market value of the Company’s total investments.
- Three dividend-paying equity investments, totaling approximately $10.5 million, representing 3.2% of the fair market value of the Company’s total investments.
- Other equity investments, totaling approximately $28.2 million, representing 8.7% of the fair market value of the Company’s total investments.
As of September 30, 2025, the weighted average current yield on the Company’s debt portfolio was 11.5%(1). Floating rate instruments comprised approximately 67% of the fair market value of debt investments and the Company’s fixed rate debt investments had a weighted average maturity of 2.8 years.
During the quarter ended September 30, 2025, the Company deployed approximately $56.6 million into 36 investments(2) at a weighted average current yield of 10.7%.
During the quarter ended September 30, 2025, the Company monetized, in part or in full, 40 investments for approximately $42.9 million(3), at a weighted average current yield of 13.3%. Monetizations include $28.2 million of mandatory debt paydowns and redemptions at a weighted average current yield of 14.3%.
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Financial Review
Total investment income for the quarter ended September 30, 2025 was $10.6 million, or $0.86 per share. Total expenses for the quarter ended September 30, 2025 were approximately $8.2 million, or $0.67 per share, inclusive of excise tax expense.
Net realized and unrealized losses for the quarter ended September 30, 2025 were approximately $24.4 million, or $1.98 per share.
Liquidity and Capital Resources
As of September 30, 2025, cash and money market fund investments totaled approximately $24.3 million. In addition, GECC had availability of $50.0 million on its revolving line of credit (the “Revolver”) as of September 30, 2025.
As of September 30, 2025, total debt outstanding (par value) was $205.4 million, comprised of 5.875% senior notes due June 2026 (NASDAQ: GECCO), 8.50% senior notes due April 2029 (NASDAQ: GECCI), 8.125% senior notes due December 2029 (NASDAQ: GECCH), and 7.75% senior notes due December 2030 (NASDAQ: GECCG).
Distributions
The Company’s Board of Directors has approved a quarterly cash distribution of $0.37 per share for the quarter ending December 31, 2025 to be paid from distributable earnings. The fourth quarter distribution will be payable on December 31, 2025 to stockholders of record as of December 15, 2025.
The distribution equates to a 19.8% annualized dividend yield on the Company’s closing market price on November 3, 2025 of $7.48 and a 14.8% annualized dividend yield on the Company’s September 30, 2025 NAV of $10.01 per share.
Stock Repurchase Program
The Company’s Board of Directors has authorized a new share repurchase program, whereby the Company may repurchase up to an aggregate of $10 million of its outstanding common shares.
Conference Call and Webcast
GECC will discuss these results in a conference call at 8:30 a.m. ET on November 5, 2025.
Conference Call Details
Date/Time: Wednesday, November 5, 2025 – 8:30 a.m. ET
Participant Dial-In Numbers:
(United States): 844-825-9789
(International): 412-317-5180
To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the
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“Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.
Webcast
The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.
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. For additional information, please visit http://www.greatelmcc.com.
Cautionary Statement Regarding 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 include statements regarding our future business plans and expectations. 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. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, 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.
Endnotes:
(1) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date and excludes five non-accrual investments with a fair value of $4.9 million as of September 30, 2025.
(2) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.
(3) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills.
Media & Investor Contact:
Investor Relations
investorrelations@greatelmcap.com
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GREAT ELM CAPITAL CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (unaudited)
Dollar amounts in thousands (except per share amounts)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Investments | |||||
| Non-affiliated, non-controlled investments, at fair value (amortized cost of 267,160 and 244,378, respectively) | 241,014 | $ | 240,958 | ||
| Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of 88,698 and 8,448, respectively) | 88,698 | 8,448 | |||
| Affiliated investments, at fair value (amortized cost of 12,378 and 12,378, respectively) | - | - | |||
| Controlled investments, at fair value (amortized cost of 94,684 and 87,014, respectively) | 84,092 | 83,304 | |||
| Total investments | 413,804 | 332,710 | |||
| Cash and cash equivalents | - | - | |||
| Receivable for investments sold | 67 | 5,065 | |||
| Interest receivable | 3,383 | 3,306 | |||
| Dividends receivable | 1,305 | 364 | |||
| Due from portfolio company | 32 | 32 | |||
| Due from affiliates | 146 | 160 | |||
| Deferred financing costs | 301 | 237 | |||
| Prepaid expenses and other assets | 1,011 | 154 | |||
| Total assets | 420,049 | $ | 342,028 | ||
| Liabilities | |||||
| Notes payable (including unamortized discount of 5,211 and 5,705, respectively) | 200,189 | $ | 189,695 | ||
| Revolving credit facility | - | - | |||
| Payable for investments purchased | 75,628 | 11,194 | |||
| Interest payable | 296 | 32 | |||
| Accrued incentive fees payable | 1,145 | 1,712 | |||
| Distributions payable | - | 577 | |||
| Due to affiliates | 1,570 | 1,385 | |||
| Accrued expenses and other liabilities | 1,123 | 1,320 | |||
| Total liabilities | 279,951 | $ | 205,915 | ||
| Commitments and contingencies | - | $ | - | ||
| Net Assets | |||||
| Common stock, par value 0.01 per share (100,000,000 shares authorized, 13,998,168 shares issued and outstanding and 11,544,415 shares issued and outstanding, respectively) | 140 | $ | 115 | ||
| Additional paid-in capital | 359,371 | 332,111 | |||
| Accumulated losses | (219,413 | ) | (196,113 | ) | |
| Total net assets | 140,098 | $ | 136,113 | ||
| Total liabilities and net assets | 420,049 | $ | 342,028 | ||
| Net asset value per share | 10.01 | $ | 11.79 |
All values are in US Dollars.
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GREAT ELM CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Dollar amounts in thousands (except per share amounts)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Investment Income: | ||||||||||||
| Interest income from: | ||||||||||||
| Non-affiliated, non-controlled investments | $ | 5,907 | $ | 6,321 | $ | 18,869 | $ | 18,276 | ||||
| Non-affiliated, non-controlled investments (PIK) | 866 | 826 | 2,121 | 2,267 | ||||||||
| Affiliated investments | - | - | - | 64 | ||||||||
| Controlled investments | 810 | 974 | 2,528 | 2,858 | ||||||||
| Total interest income | 7,583 | 8,121 | 23,518 | 23,465 | ||||||||
| Dividend income from: | ||||||||||||
| Non-affiliated, non-controlled investments | 95 | 584 | 2,663 | 2,015 | ||||||||
| Controlled investments | 1,965 | 3,002 | 9,245 | 3,912 | ||||||||
| Total dividend income | 2,060 | 3,586 | 11,908 | 5,927 | ||||||||
| Other commitment fees from non-affiliated, non-controlled investments | - | - | - | 700 | ||||||||
| Other income from: | ||||||||||||
| Non-affiliated, non-controlled investments | 999 | 20 | 1,814 | 92 | ||||||||
| Non-affiliated, non-controlled investments (PIK) | - | - | 174 | - | ||||||||
| Total other income | 999 | 20 | 1,988 | 92 | ||||||||
| Total investment income | $ | 10,642 | $ | 11,727 | $ | 37,414 | $ | 30,184 | ||||
| Expenses: | ||||||||||||
| Management fees | $ | 1,253 | $ | 1,201 | $ | 3,803 | $ | 3,209 | ||||
| Incentive fees | - | 1,018 | 2,620 | 2,580 | ||||||||
| Administration fees | 505 | 375 | 1,243 | 1,156 | ||||||||
| Custody fees | 38 | 38 | 113 | 110 | ||||||||
| Directors’ fees | 53 | 52 | 159 | 160 | ||||||||
| Professional services | 587 | 409 | 1,470 | 1,210 | ||||||||
| Interest expense | 5,485 | 4,210 | 14,054 | 10,490 | ||||||||
| Other expenses | 50 | 277 | 665 | 866 | ||||||||
| Total expenses | $ | 7,971 | $ | 7,580 | $ | 24,127 | $ | 19,781 | ||||
| Net investment income before taxes | $ | 2,671 | $ | 4,147 | $ | 13,287 | $ | 10,403 | ||||
| Excise tax | $ | 238 | $ | 75 | $ | 374 | $ | 80 | ||||
| Net investment income | $ | 2,433 | $ | 4,072 | $ | 12,913 | $ | 10,323 | ||||
| Net realized and unrealized gains (losses): | ||||||||||||
| Net realized gain (loss) on investment transactions from: | ||||||||||||
| Non-affiliated, non-controlled investments | $ | 6,156 | $ | 227 | $ | 6,879 | $ | 2,738 | ||||
| Affiliated investments | - | (1 | ) | - | (626 | ) | ||||||
| Realized loss on repurchase of debt | - | (3 | ) | - | (3 | ) | ||||||
| Total net realized gain (loss) | 6,156 | 223 | 6,879 | 2,109 | ||||||||
| Net change in unrealized appreciation (depreciation) on investment transactions from: | ||||||||||||
| Non-affiliated, non-controlled investments | (28,339 | ) | 715 | (22,726 | ) | (6,674 | ) | |||||
| Affiliated investments | - | 1 | - | (22 | ) | |||||||
| Controlled investments | (2,262 | ) | (1,537 | ) | (6,882 | ) | (4,046 | ) | ||||
| Total net change in unrealized appreciation (depreciation) | (30,601 | ) | (821 | ) | (29,608 | ) | (10,742 | ) | ||||
| Net realized and unrealized gains (losses) | $ | (24,445 | ) | $ | (598 | ) | $ | (22,729 | ) | $ | (8,633 | ) |
| Net increase (decrease) in net assets resulting from operations | $ | (22,012 | ) | $ | 3,474 | $ | (9,816 | ) | $ | 1,690 | ||
| Earnings per share (basic and diluted): | $ | (1.79 | ) | $ | 0.33 | $ | (0.83 | ) | $ | 0.18 | ||
| Weighted average shares outstanding (basic and diluted): | 12,315,210 | 10,449,888 | 11,808,363 | 9,556,695 |
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