10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01211

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland	81-2621577
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3801 PGA Boulevard, Suite 603<br><br>Palm Beach Gardens, Florida	33410
(Address of principal executive offices)	(Zip Code)

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

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, par value $0.01 per share	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant was $77.6 million as of June 30, 2025.

As of February 23, 2026, there were 13,998,168 outstanding shares of the registrant’s common stock.

Documents Incorporated by Reference

Portions of the proxy statement for the annual meeting of stockholders (“Proxy Statement”) of the registrant, to be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2025, are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	51
Item 1C.	Cybersecurity	51
Item 2.	Properties	52
Item 3.	Legal Proceedings	52
Item 4.	Mine Safety Disclosures	52
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	53
Item 6.	[Reserved]	61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 8.	Financial Statements and Supplementary Data	74
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	74
Item 9A.	Controls and Procedures	75
Item 9B.	Other Information	76
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	76
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	76
Item 11.	Executive Compensation	76
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	76
Item 13.	Certain Relationships and Related Transactions, and Director Independence	76
Item 14.	Principal Accountant Fees and Services	76
PART IV
Item 15.	Exhibits and Financial Statement Schedules	76
Item 16.	Form 10-K Summary	79
Signatures

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We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”).

Selected Risks Associated with Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted and discussed in greater detail in the section titled “Risk Factors” following this summary:

• We face competition for investment opportunities. Limited availability of attractive investment opportunities in the market could cause us to hold a larger percentage of our assets in liquid securities until market conditions improve.
• Our portfolio is limited in the number of portfolio companies which may subject us to a risk of significant loss if one or more of these companies defaults on its obligations under any of its debt instruments.
• Our portfolio is concentrated in a limited number of industries, which subjects us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
• Defaults by our portfolio companies may harm our operating results.
• A failure to detect fraud with respect to our specialty finance investments.
• We may not realize gains from our equity investments.
• By investing in companies that are experiencing significant financial or business difficulties, we are exposed to distressed lending risks.
• Certain of the companies we target may have difficulty accessing the capital markets to meet their future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.
• Investing in middle market companies involves a high degree of risk and our financial results may be affected adversely if one or more of our portfolio investments defaults on its loans or notes or fails to perform as we expect.
• An investment strategy that includes privately held companies presents challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.
• Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
• Economic recessions or downturns could impair our portfolio companies and harm our operating results.
• Our failure to maintain our status as a BDC would reduce our operating flexibility.
• Regulations governing our operations as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.
• We will be subject to corporate level U.S. federal income tax if we are unable to qualify as a RIC under the Code.
• Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.
• We may incur additional debt, which could increase the risk in investing in our Company.
• The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
• There are significant potential conflicts of interest that could impact our investment returns.

Item 1. Business.

Overview

We are a Maryland corporation that was formed in April 2016. We operate as a closed‑end, externally managed, non-diversified management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, for tax purposes, we elected to be treated as a RIC under the Code, beginning with our tax year starting October 1, 2016.

We seek to generate both current income and capital appreciation through debt and income-generating equity investments, including investments in specialty finance businesses. To achieve our investment objective, we invest in secured and senior secured debt instruments of middle market companies, as well as income-generating equity investments in specialty finance companies, that we believe offer sufficient downside protection and have the potential to generate attractive returns. We generally define middle market companies as companies with enterprise values between $100 million and $2 billion.

In addition, we invest in collateralized loan obligations (“CLOs”) and related warehouse facilities through our joint venture, CLO Formation JV, LLC (the “CLO JV”). Further, we make debt and equity investments in companies and operating platforms that originate and/or service commercial specialty finance businesses, including factoring, equipment finance, inventory leasing, merchant cash advance and hard money real estate lending. We also invest directly (including via participation) in the investments made by such businesses.

We also make investments throughout other portions of a company’s capital structure, including subordinated debt, mezzanine debt, and equity or equity‑linked securities. We source these transactions directly with issuers and in the secondary markets through relationships with industry professionals.

Our Portfolio as of December 31, 2025

A list of the industries in which we have invested as of December 31, 2025 may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Set forth below is a brief description of each company representing greater than 5% of the fair market value of our portfolio, excluding short-term investments, at December 31, 2025.

CLO Formation JV, LLC

CLO JV is a joint venture owned 71.25% by the Company and 28.75% by strategic partners, to make investments in collateralized loan obligation entities and related warehouse facilities. The CLO JV’s investments primarily comprise of subordinated note securities in CLOs (colloquially referred to as “CLO equity”), as well as loan accumulation facilities (colloquially referred to as “CLO warehouses”). Subordinated notes in CLOs represent beneficial interests in portfolios consisting primarily of broadly syndicated senior secured loans with a large number of distinct underlying U.S. borrowers across various industry sectors. CLO subordinated note securities are entitled to recurring distributions which are generally equal to the residual cash flow of payments received from underlying securities after contractual payments to more senior CLO mezzanine debt holders and fund expenses. CLO warehouses are short-to medium-term finance vehicles intended to aggregate loans for inclusion in a future CLO portfolio. Loan accumulation facilities are typically financed through income notes or preferred shares, representing the first-loss and residual interests in the vehicle, and senior debt provided by a bank. Participation in a CLO warehouse investment may afford the CLO JV the opportunity to enhance its returns through fee sharing agreements with the CLO collateral managers.

Great Elm Specialty Finance, LLC

Great Elm Specialty Finance, LLC (“GESF”) is a specialty finance company and through its subsidiaries, provides a variety of financing options along a “continuum of lending” to middle-market borrowers, including receivables factoring, asset-based and asset-backed lending, lender finance and equipment financing. GESF expects to generate both revenue and cost synergies across its specialty finance company subsidiaries. The Company owns approximately 87.5% of GESF.

Vivos Holdings, LLC

Vivos Holdings, LLC is a consumer packaged goods holding company with businesses focused on providing a range of household and personal care products and services to retail and industrial customers throughout North America. Its personal care product categories include nail, hand hygiene, first-aid, baby care, body care, oral care, hair care, skin care, bath, household, institutional cleaning, and healthcare.

Investment Manager and Administrator

Great Elm Capital Management, LLC’s (“GECM”) investment team has more than 100 years of experience in the aggregate financing and investing in leveraged middle-market companies. GECM’s team is led by Matt Kaplan, GECM’s Portfolio Manager and our President and Chief Executive Officer. GECM’s investment committee includes Matt Kaplan, Adam M. Kleinman, Jason W. Reese, and Nichole Milz. Great Elm Group, Inc. (“GEG”) is the parent company of GECM. The address for GECM is 3801 PGA Blvd., Suite 603, Palm Beach Gardens, Florida, 33410.

Investment Selection

GECM employs a team of investment professionals with experience in leveraged and specialty finance. The research team performs fundamental research at both the industry and company level. Through in-depth industry coverage, GECM’s investment team seeks to develop a thorough understanding of the fundamental market, sector drivers, mergers and acquisition activity, security pricing and trading and new issue trends. GECM’s investment team believes that understanding industry trends is an important element of investment success.

We have expanded our investment allocation in specialty finance companies as well as in participation opportunities generated by both unrelated and related specialty finance companies. GECM believes investments in specialty finance companies along the “continuum of lending” provide attractive risk adjusted returns that are expected to be largely uncorrelated to the liquid credit markets. The “continuum of lending” as seen by GECM is the various stages of capital that are provided to under-banked small and medium sized businesses and includes inventory and purchase order financing, receivables factoring, asset-based and asset-backed lending, and equipment financing. GECM believes that ownership interests in multiple specialty finance companies will create a natural competitive advantage for each business and generate both revenue and cost synergies across companies.

Idea Generation, Origination and Refinement

Idea generation and origination is maximized through long‑standing and extensive relationships with industry contacts, brokers, commercial and investment bankers, as well as current and former clients, portfolio companies and investors. GECM’s investment team is expected to supplement these lead sources by also utilizing broader research efforts, such as attendance at prospective borrower industry conferences and an active calling effort to brokers and investment bankers. GECM’s investment team focuses their idea generation and origination efforts on middle‑market companies. In screening potential investments, GECM’s investment team utilizes a value‑oriented investment philosophy with analysis and research focused on the preservation of capital. GECM has identified several criteria that it believes are important in identifying and investing in prospective portfolio companies. GECM’s process requires focus on the terms of the applicable contracts and instruments. GECM’s criteria provide general guidelines for GECM’s investment committee’s decisions; however, not all of these criteria will be met by each prospective portfolio company in which they choose to invest.

Asset Based Investments. Investments in businesses based on the value of the collateral or the issuer’s assets. This type of investment focuses on expected realizable value of the issuer’s assets.

Enterprise Value Investments. Investments in businesses whose enterprise value represents the opportunity for principal to be repaid by refinancing or in connection with a merger or acquisition transaction. These investments focus on the going concern value of the enterprise.

Other Debt Investments. Investments in businesses which have the ability to pay interest and principal on outstanding debt out of expected free cash flow from their business. These investments focus on the sustainability and defensibility of cash flows from the business.

Due Diligence

GECM’s due diligence typically includes:

• analysis of the credit documents by GECM’s investment team (including the members of the team with legal training and years of professional experience). GECM will engage outside counsel when necessary as well;
• review of historical and prospective financial information;
• research relating to the prospective portfolio company’s management, industry, markets, customers, products and services and competitors and customers;
• verification of collateral or assets;
• interviews with management, employees, customers and vendors of the prospective portfolio company; and
• informal or formal background and reference checks.

Upon the completion of due diligence and a decision to proceed with an investment in a company, the investment professionals leading the diligence process present the opportunity to GECM’s investment committee, which then determines whether to pursue the potential investment.

Approval of Investment Transactions

GECM’s procedures call for each new investment under consideration by the GECM analysts to be preliminarily reviewed at periodic meetings of GECM’s investment team. GECM’s investment team then prepares a summary of the investment, including a financial model and risk cases and a legal review checklist. GECM’s investment committee then will hold a formal review meeting, and following approval of a specific investment, authorization is given to GECM’s trader, including execution guidelines.

GECM’s investment analysts provide regular updates of the positions for which they are responsible to members of GECM’s investment committee.

GECM’s investment analysts and portfolio manager will jointly decide when to sell a position in consultation with members of the GECM investment committee. The sale decision will then be given to GECM’s trader, who will execute the trade.

Ongoing Relationship with Portfolio Companies

As a BDC, we offer, and sometimes provide upon request, significant managerial assistance to certain of our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of our portfolio companies and providing other organizational and financial guidance.

GECM’s investment team monitors our portfolio companies on an ongoing basis. They monitor the financial trends of each portfolio company and its respective industry to assess the appropriate course of action for each investment. GECM’s ongoing monitoring of a portfolio company will include both a qualitative and quantitative analysis of the company and its industry.

Valuation Procedures

We value our assets, an essential input in the determination of our net asset value (“NAV”) consistent with generally accepted accounting principles in the United States (“GAAP”) and as required by the Investment Company Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” for an extended discussion of our methodology.

Staffing

We do not currently have any employees. Mr. Kaplan is our President and Chief Executive Officer and Portfolio Manager for GECM, as well as a Managing Director of Imperial Capital Asset Management, LLC (“ICAM”). Under an Administration Agreement, dated as of September 27, 2016 (the “Administration Agreement”), by and between us and GECM, GECM provides the services of our Chief Financial Officer and Chief Compliance Officer.

GECM has entered into a shared services agreement with ICAM, pursuant to which ICAM will make available to GECM certain employees of ICAM to provide back-office services to GECM in exchange for reimbursement by GECM of the allocated portion of such employees’ time.

Competition

We compete for investments with other BDCs and investment funds (including private equity funds, hedge funds, mutual funds, mezzanine funds and small business investment companies), as well as traditional financial services companies such as commercial banks, direct lending funds and other sources of funding. Additionally, because there is competition for investment opportunities among alternative investment vehicles, those entities have begun to invest in areas they have not traditionally invested in, including making investments in the types of portfolio companies we target. Many of these entities have greater financial and managerial resources than we do.

Exemptive Relief

We have received exemptive relief from the SEC that will allow us to co-invest, together with other investment vehicles managed by GECM (as well as with proprietary accounts of an affiliate of GECM), in specific investment opportunities in accordance with the terms and conditions of the SEC order granting such exemptive relief.

Investment Management Agreement

Management Services

GECM serves as our investment adviser and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Subject to the overall supervision of our board of directors (our “Board”), GECM manages our day‑to‑day operations and provides investment advisory and management services to us. Under the terms of the Amended and Restated Investment Management Agreement, dated as of August 1, 2022 (the “Investment Management Agreement”), by and between us and GECM, GECM:

• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
• identifies, evaluates and negotiates the structure of our investments (including performing due diligence on our prospective portfolio companies);
• closes and monitors our investments; and
• determines the securities and other assets that we purchase, retain or sell.

GECM’s services to us under the Investment Management Agreement are not exclusive, and GECM is free to furnish similar services to other entities.

Management and Incentive Fees

Under the Investment Management Agreement, GECM receives a fee from us, consisting of two components: (1) a base management fee and (2) an incentive fee.

The base management fee is calculated at an annual rate of 1.50% of our average adjusted gross assets, including assets purchased with borrowed funds. The base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial quarter are prorated.

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. One component of the incentive fee is based on income (the “Income Incentive Fee”) and the other component is based on capital gains (the “Capital Gains Incentive Fee”).

Income Incentive Fee

The Income Incentive Fee is calculated and payable quarterly in arrears based on our pre‑incentive fee net investment income for the quarter. Pre‑incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, diligence and consulting fees or other fees that we receive from portfolio companies, but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre‑incentive fee net investment income includes any accretion of original issue discount, market discount, payment‑in‑kind (“PIK”) interest, PIK dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that we and our subsidiaries have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”).

Pre‑incentive fee net investment income does not include any realized capital gains or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre‑incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.

Pre‑incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined in accordance with GAAP) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.75% per quarter (7.00% annualized). If market interest rates rise, we may be able to invest in debt instruments that provide for a higher return, which would increase our pre‑incentive fee net investment income and make it easier for GECM to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.

We pay the incentive fee with respect to our pre‑incentive fee net investment income in each calendar quarter as follows:

• no incentive fee in any calendar quarter in which the pre‑incentive fee net investment income does not exceed the hurdle rate;
• 100% of our pre‑incentive fee net investment income with respect to that portion of such pre‑incentive fee net investment income, if any, that exceeds the hurdle rate, but is less than 2.1875% in any calendar quarter (8.75% annualized). We refer to this portion of our pre‑incentive fee net investment income as the “catch up” provision. The “catch up” is meant to provide GECM with 20% of the pre‑incentive fee net investment income as if a hurdle rate did not apply if our net investment income exceeds 2.1875% in any calendar quarter; and
• 20% of the amount of our pre‑incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

The following is a graphical representation of the calculation of the income related portion of the incentive fee:

These calculations are adjusted for any share issuances or repurchases during the quarter and will be appropriately prorated for any period of less than three months. Any Income Incentive Fee otherwise payable with respect to Accrued Unpaid Income (collectively, the “Accrued Unpaid Income Incentive Fees”) will be deferred, on a security by security basis, and will become payable only if, as, when and to the extent cash is received by us or our subsidiaries in respect thereof. Any Accrued Unpaid Income that is subsequently reversed in connection with a write‑down, write‑off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce pre‑incentive fee net investment income and (2) reduce the amount of Accrued Unpaid Income deferred pursuant to the terms of the Investment Management Agreement. Subsequent payments of Income Incentive Fees deferred pursuant to this paragraph do not reduce the amounts payable for any quarter pursuant to the other terms of the Investment Management Agreement.

We will defer cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre‑Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (2) the aggregate incentive fees that were previously paid to the investment adviser during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees during such Trailing Twelve Quarters and not subsequently paid). “Cumulative Pre‑Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (a) pre‑incentive fee net investment income in respect of such Trailing Twelve Quarters less (b) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters.

Capital Gains Incentive Fee

The Capital Gains Incentive Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date), commencing with the partial calendar year from April 1, 2022 to December 31, 2022, and is calculated at the end of each applicable year by subtracting (a) the sum of our and our subsidiaries’ cumulative aggregate realized capital losses (excluding, for the avoidance of doubt, any realized capital losses arising from unrealized capital depreciation occurring prior to April 1, 2022) and aggregate unrealized capital depreciation from (b) our and our subsidiaries’ cumulative aggregate realized capital gains, in each case calculated from and after April 1, 2022 (the “Capital Gains Commencement Date”). If such amount is negative, then there is no Capital Gains Incentive Fee for such year. If such amount is positive at the end of such year, then the Capital Gains Incentive Fee for such year is equal to 20% of such amount, less the aggregate amount of Capital Gains Incentive Fees paid in all prior years.

The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in our portfolio when sold and (b) the accreted or amortized cost basis of such investment. The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in our portfolio when sold is less than (b) the accreted or amortized cost basis of such investment. The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the fair value of each investment in our portfolio as of the applicable Capital Gains Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.

Examples of Quarterly Incentive Fee Calculations

The following hypothetical calculations illustrate the calculation of the Income Incentive Fee under the Investment Management Agreement. Amounts shown are a percentage of total net assets.

	Assumption 1				Assumption 2				Assumption 3
Investment income(1)		6.35	%			7.50	%			8.35	%
Hurdle rate (7% annualized)		1.75	%			1.75	%			1.75	%
"Catch up" provision (8.75% annualized)		2.19	%			2.19	%			2.19	%
Pre-incentive fee net investment income(2)		1.00	%			2.15	%			3.00	%
Incentive fee		-	%	(3)		0.40	%	(4)		0.60	%	(5)

• Investment income includes interest income, dividends and other fee income.
• Pre-incentive fee net investment income is net of management fees and other expenses and excludes organizational and offering expenses. In these examples, management fees are 0.38% (1.50% annualized) of net assets and other expenses are assumed to be 4.98% of net assets.
• The pre-incentive fee net investment income is below the hurdle rate and thus no incentive fee is earned.
• The pre-incentive fee net investment income ratio of 2.15% is between the hurdle rate and the top of the “catch up” provision thus the corresponding incentive fee is calculated as 100% × (2.15% - 1.75%).
• The pre-incentive fee net investment income ratio of 3.00% is greater than both the hurdle rate and the “catch up” provision thus the corresponding incentive fee is calculated as (i) 100% × (2.1875% – 1.75%) or 0.4375% (the “catch up”); plus (ii) 20% × (3.00% - 2.1875%).

The following hypothetical calculations illustrate the calculation of the Capital Gains Incentive Fee under the Investment Management Agreement.

	In millions
	Assumption 1			Assumption 2
Year 1
Investment in Company A	$	20.0		$	20.0
Investment in Company B		30.0			30.0
Investment in Company C		-			25.0
Year 2
Proceeds from sale of investment in Company A		50.0			50.0
Fair market value ("FMV") of investment in Company B		32.0			25.0
FMV of investment in Company C		-			25.0
Year 3
Proceeds from sale of investment in Company C		-			30.0
FMV of investment in Company B		25.0			24.0
Year 4
Proceeds from sale of investment in Company B		31.0			-
FMV of investment in Company B		-			35.0
Year 5
Proceeds from sale of investment in Company B		-			20.0
Capital Gains Incentive Fee:
Year 1	$	-	(1)	$	-	(1)
Year 2		6.0	(2)		5.0	(6)
Year 3		-	(3)		0.8	(7)
Year 4		0.2	(4)		1.2	(8)
Year 5		-	(5)		-	(9)

• There is no Capital Gains Incentive Fee in Year 1 as there have been no realized capital gains.

• Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as $30.0 million × 20%.

• Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses and there is $5.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($30.0 million - $5.0 million) × 20% less $6.0 million (aggregate Capital Gains Incentive Fee paid in prior years).

• Aggregate realized capital gains are $31.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) $31.0 million × 20% less $6.0 million (aggregate Capital Gains Incentive Fee paid in prior years).

• There is no Capital Gains Incentive Fee in Year 5 as there are no aggregate realized capital gains for which Capital Gains Incentive Fee has not already been paid in prior years.

• Aggregate realized capital gains are $30.0 million. There are no aggregate realized capital losses and there is $5.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($30.0 million - $5.0 million) × 20%. There have been no Capital Gains Incentive Fees paid in prior years.

• Aggregate realized capital gains are $35.0 million. There are no aggregate realized capital losses and there is $6.0 million in aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($35.0 million - $6.0 million) × 20% less $5.0 million (aggregate Capital Gains Incentive Fee paid in prior years).

• Aggregate realized capital gains are $35.0 million. There are no aggregate realized capital losses or aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) $35.0 million × 20% less $5.8 million (aggregate Capital Gains Incentive Fee paid in prior years).

• Aggregate realized capital gains are $35.0 million. Aggregate realized capital losses are $10.0 million. There is no aggregate unrealized capital depreciation. Capital Gains Incentive Fee is calculated as the greater of (i) zero and (ii) ($35.0 million - $10.0 million) × 20% less $7.0 million (aggregate Capital Gains Incentive Fee paid in prior years).

As illustrated in Year 3 of Assumption 1 above, if GECC were to be wound up on a date other than December 31 of any year, we may have paid aggregate capital gain incentive fees that are more than the amount of such fees that would be payable if GECC had been wound up on December 31 of such year.

For the year ended December 31, 2025, we incurred $5.0 million in base management fees and $3.7 million in income-based fees accrued during the period. There were no capital gains incentive fees earned by GECM as calculated under the Investment Management Agreement for the year ended December 31, 2025.

For the year ended December 31, 2024, we incurred $4.5 million in base management fees and $2.6 million in income-based fees accrued during the period. The incentive fees were deferred in accordance with the Investment Management Agreement. There were no capital gains incentive fees earned by GECM as calculated under the Investment Management Agreement for the year ended December 31, 2024.

For the year ended December 31, 2023, we incurred $3.5 million in base management fees and $3.1 million in income-based fees accrued during the period. The incentive fees were deferred in accordance with the Investment Management Agreement. There were no capital gains incentive fees earned by GECM as calculated under the Investment Management Agreement for the year ended December 31, 2023.

Payment of Expenses

The services of all investment professionals and staff of GECM, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by GECM. GECM has policies and procedures in place to calculate reimbursement of administrative expenses insofar as they relate to compensation and overhead of administrator personnel and rent on a quarterly basis. Compensation of administrator personnel is allocated based on time allocation for the period. Other overhead expenses are based on a combination of time allocation and total headcount. We bear all other costs and expenses of our operations and transactions, including (without limitation):

• our organizational expenses;

• fees and expenses, including reasonable travel expenses, actually incurred by GECM or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of counsel, consultants and experts) and fees and expenses relating to, or associated with, evaluating, monitoring, researching and performing due diligence on investments and prospective investments (including payments to third party vendors for financial information services);

• out‑of‑pocket fees and expenses, including reasonable travel expenses, actually incurred by GECM or payable to third parties related to the provision of managerial assistance to our portfolio companies that we agree to provide such services to under the Investment Company Act (exclusive of the compensation of any investment professionals of GECM);

• interest or other costs associated with debt, if any, incurred to finance our business;

• fees and expenses incurred in connection with our membership in investment company organizations;

• brokers’ commissions;

• investment advisory and management fees;

• fees and expenses associated with calculating our NAV (including the costs and expenses of any independent valuation firm);

• fees and expenses relating to offerings of our common stock and other securities;

• legal, auditing or accounting expenses;

• federal, state and local taxes and other governmental fees;

• the fees and expenses of GECM, in its role as the administrator, and any sub‑administrator, our transfer agent or sub‑transfer agent, and any other amounts payable under the Administration Agreement, or any similar administration agreement or sub‑administration agreement to which we may become a party;

• the cost of preparing stock certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our securities;

• the expenses of and fees for registering or qualifying our common stock for sale and of maintaining our registration and registering us as a broker or a dealer;

• the fees and expenses of our directors who are not interested persons (as defined in the Investment Company Act);

• the cost of preparing and distributing reports, proxy statements and notices to stockholders, the SEC and other governmental or regulatory authorities;

• costs of holding stockholders’ meetings;

• listing fees;

• the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our bylaws or amended and restated articles of incorporation insofar as they govern agreements with any such custodian;

• our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

• our allocable portion of the costs associated with maintaining any computer software, hardware or information technology services (including information systems, Bloomberg or similar terminals, cyber security and related consultants and email retention) that are used by us or by GECM or its respective affiliates on our behalf (which allocable portion shall exclude any such costs related to investment professionals of GECM providing services to us);

• direct costs and expenses incurred by us or GECM in connection with the performance of administrative services on our behalf, including printing, mailing, long distance telephone, cellular phone and data service, copying, secretarial and other staff, independent auditors and outside legal costs;

• all other expenses incurred by us or GECM in connection with administering our business (including payments under the Administration Agreement) based upon our allocable portion of GECM’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs (including reasonable travel expenses); and

• costs incurred by us in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

Duration and Termination

Our Board initially approved the Investment Management Agreement on August 8, 2016, and most recently approved the Investment Management Agreement on July 22, 2025. The Investment Management Agreement renews for successive annual periods subject to annual approval by our Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not “interested persons.” The Investment Management Agreement will automatically terminate if it is assigned. The Investment Management Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. The Investment Management Agreement is currently in effect.

Conflicts of interest may arise if GECM seeks to change the terms of the Investment Management Agreement, including, for example, the terms for compensation. Except in limited circumstances, any material change to the Investment Management Agreement must be submitted to stockholders for approval under the Investment Company Act and we may from time to time decide it is appropriate to seek stockholder approval to change the terms of the Investment Management Agreement.

Indemnification

We agreed to indemnify GECM, its stockholders and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with it, to the fullest extent permitted by law, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as our investment adviser.

Organization of the Investment Adviser

GECM is a Delaware limited liability company and is registered as an investment adviser under the Advisers Act. GECM’s principal executive offices are located at 3801 PGA Blvd., Suite 603, Palm Beach Gardens, Florida 33410.

Board Approval of the Investment Management Agreement

On July 22, 2025, our Board approved the renewal of the Investment Management Agreement through September 26, 2026. In its consideration of the Investment Management Agreement, our Board focused on information it had received relating to, among other things:

• the nature, quality and extent of the advisory and other services to be provided to us by GECM;
• the investment performance of us and GECM;
• the extent to which economies of scale would be realized as we grow, and whether the fees payable under the Investment Management Agreement reflect these economies of scale for the benefit of our stockholders;
• comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives;
• our projected operating expenses and expense ratio compared to BDCs with similar investment objectives;
• existing and potential sources of indirect income to GECM from its relationship with us and the profitability of those income sources;
• information about the services to be performed and the personnel performing such services under the Investment Management Agreement;
• the organizational capability and financial condition of GECM and its affiliates; and
• the possibility of obtaining similar services from other third party service providers or through an internally managed structure.

In connection with their consideration of the renewal of the Investment Management Agreement, our Board gave weight to each of the factors described above, but did not identify any one particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Board, including all of its independent members, concluded that the Investment Management Agreement should be approved and continued.

Regulation as a Business Development Company

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by the “vote of a majority of the outstanding voting securities”, as required by the Investment Company Act. A “vote of a majority of the outstanding voting securities of a company” is defined under the Investment Company Act as the lesser of:

• 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or
• more than 50% of the outstanding voting securities of such company.

A majority of our directors must be persons who are not “interested persons”, as that term is defined in the Investment Company Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are currently permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, calculated pursuant to the Investment Company Act, is at least equal to 150% immediately after each such issuance (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). In addition, while certain types of indebtedness and senior securities remain outstanding, we may be required to make provisions to prohibit distributions to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. We may also be prohibited under the Investment Company Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC. Our participation in any negotiated co-investment opportunities (other than those in which the only term negotiated is price) with investment funds, vehicles or accounts managed by investment managers under common control with GECM (as well as with proprietary accounts of an affiliate of GECM) is subject to compliance with the Exemptive Order.

For example, we may sell shares of our common stock at a price below the then current NAV of our common stock if our Board determines that such sale is in our and our stockholders’ best interests, and our stockholders approve our policy and practice of making such sales. In any such case, under such circumstances, the price at which shares of our common stock are sold may be the fair value of such shares of common stock. We may be examined by the SEC for compliance with the Investment Company Act.

We are generally unable to sell shares of our common stock at a price below NAV per share. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage. We may, however, sell shares of our common stock at a price below NAV per share:

• in connection with a rights offering to our existing stockholders,
• with the consent of the majority of our common stockholders, or
• under such other circumstances as the SEC may permit.

We may not acquire any assets other than “qualifying assets” unless, at the time we make such acquisition, the value of our qualifying assets represents at least 70% of the value of our total assets. The principal categories of qualifying assets relevant to our business are:

• securities purchased in transactions not involving any public offering, the issuer of which is an eligible portfolio company;
• securities received in exchange for or distributed with respect to securities described in the bullet above or pursuant to the exercise of options, warrants or rights relating to such securities; and
• cash, cash items, government securities or high quality debt securities (within the meaning of the Investment Company Act), maturing in one year or less from the time of investment.

An “eligible portfolio company” is generally a U.S. domestic company that is not an investment company (other than a small business investment company wholly-owned by a BDC) and that:

• does not have a class of securities with respect to which a broker may extend margin credit at the time the acquisition is made;
• is controlled by the BDC and has an affiliate of the BDC on its board of directors;
• does not have any class of securities listed on a national securities exchange;
• is a public company that lists its securities on a national securities exchange with a market capitalization of less than $250.0 million; or
• meets such other criteria as may be established by the SEC.

“Control”, as defined by the Investment Company Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company.

We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the Investment Company Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any investment company (as defined in the Investment Company Act), invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate.

In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in eligible portfolio companies, or in other securities that are consistent with its purpose as a BDC.

To include certain securities described above as “qualifying assets” for the purpose of the 70% test, a BDC must offer to the issuer of those securities managerial assistance such as providing guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company. We offer to provide managerial assistance to our portfolio companies.

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to, collectively, as “temporary investments”, so that 70% of our assets, as applicable, are qualifying assets. We make purchases that are consistent with our purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the Investment Company Act. We will invest in U.S. Treasury bills or in repurchase agreements that are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit.

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock, if our asset coverage, as defined in the Investment Company Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit cash distributions to our stockholders or the repurchase of our common stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes without regard to asset coverage.

Code of Business Conduct and Ethics and Insider Trading Policy

We have adopted a code of business conduct and ethics, which applies to our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees and our investment adviser. Our code requires our directors, officers, employees and investment adviser to comply with applicable laws and regulations and helps to preserve the integrity of our Company. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of the code by posting such information within four business days following the date of such amendment or waiver on our website at www.greatelmcc.com. Our code of business conduct and ethics can be accessed via our website at www.greatelmcc.com. Information on our website is not incorporated by reference in, and does not form part of, this Form 10-K.

Further, a Rule 17j-1 code of ethics has been adopted by the Company that is applicable to the officers and directors of the Company. In addition to establishing general standards of conduct for such persons, the Rule 17j-1 code of ethics also includes additional procedures as provided by Rule 17j-1 under the 1940 Act to prevent officers and directors of the Company from abusing their access to information about the Company's investments.

Additionally, we maintain an insider trading policy that governs the purchase, sale, and/or other dispositions of our Company's securities by directors, officers, and employees of the Company and certain other covered persons, and we have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards.

Copies of our code of business conduct and ethics and insider trading policy have been filed as Exhibit 14.1 and Exhibit 19.1, respectively.

Certain U.S. Federal Income Tax Matters

We have elected to be treated and intend to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each taxable year at least 90% of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50% of the market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of our total assets and not more than 10% of the outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25% of the market value of our total assets is invested in securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any one issuer, (B) of any two or more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. We may generate certain income that might not qualify as qualifying income for purposes of the 90% annual gross income requirement described above. We will monitor our transactions to endeavor to prevent our disqualification as a RIC.

If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and certain additional conditions are met, in which case an additional penalty tax would be payable with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate‑level U.S. federal income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement or the asset diversification requirements discussed above.

As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of:

• our investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short‑term capital gain over net long‑term capital loss and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid; and
• net tax exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions)

(collectively, the “Annual Distribution Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gain (generally, net long‑term capital gain in excess of short‑term capital loss) that we distribute to our stockholders. However, due to limits on the deductibility of certain expenses, we may, in certain years, have aggregate taxable income subject to the Annual Distribution Requirement that is in excess of the aggregate net income actually earned by us in those years.

To the extent that we meet the Annual Distribution Requirement but retain our net capital gains for investment or any investment company taxable income, we will be subject to U.S. federal income tax on such income at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below.

A 4% U.S. federal excise tax is imposed on a RIC if the RIC does not meet certain additional distribution requirements for each calendar year. To avoid this tax, we must distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of:

• at least 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
• at least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and
• certain undistributed amounts from previous years on which we paid no U.S. federal income tax (collectively, the “Excise Tax Exemption Requirement”).

While we generally intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the Excise Tax Exemption Requirement.

If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or fail to qualify as a RIC (for example, because we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits.

We may decide to be taxed as a regular corporation even if we qualify as a RIC if we determine that being so taxed for a particular year would be in our best interests.

If we realize a net capital loss during any year in which we are a RIC, the excess of our net short‑term capital loss over our net long‑term capital gain is treated as a short‑term capital loss arising on the first day of our next taxable year and the excess of our net long‑term capital loss over our net short‑term capital gain is treated as a long‑term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried forward capital losses, such future capital gain is not subject to fund‑level U.S. federal income tax, regardless of whether amounts corresponding to such gain are distributed to stockholders. Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses to offset its investment company taxable income.

Our Investments

Certain of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things:

• disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, net capital losses, business interest expenses and certain underwriting and similar fees;
• convert lower taxed long‑term capital gain and qualified dividend income into higher taxed, short‑term capital gain or ordinary income;
• convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited);
• cause us to recognize income or gain without a corresponding receipt of cash;
• adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur;
• adversely alter the characterization of certain complex financial transactions; and
• produce income that will not qualify for purposes of the 90% annual gross income requirement described above.

We will monitor our transactions and may make certain tax elections, borrow money or dispose of securities (even if it is not advantageous to dispose of such securities) to mitigate the effect of these rules, prevent disqualification of us as a RIC and prevent or mitigate imposition of corporate-level U.S. federal income tax. However, no assurances can be given as to our eligibility for any such tax elections or that any such tax elections that are made will fully mitigate the effects of these rules.

Investments we make in securities issued at a discount or providing for deferred interest or PIK interest may be subject to special tax rules that will affect the amount, timing and character of distributions to stockholders. For example, if we buy a debt security whose “stated redemption price at maturity” (generally, the sum of all payments required under the note other than payments of “qualified stated interest”, which generally is stated interest that is unconditionally payable in cash or in property other than debt instruments of the issuer at least annually at a single fixed rate) exceeds its issue price by an amount that does not satisfy a de minimis test, we will generally be required to accrue the excess amount on a daily basis in accordance with a constant yield-to-maturity method (unless otherwise accelerated) and to distribute such income on a timely basis each year (in advance of receipt of corresponding cash) to maintain our tax treatment as a RIC and to avoid U.S. federal income and excise taxes. Because in these and certain other circumstances we may recognize income before or without receiving cash representing such income or incur expenses that are not fully deductible for tax purposes, we may have difficulty making distributions in the amounts necessary to satisfy the requirements for avoiding U.S. federal income and excise taxes. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thereby be subject to corporate‑level income tax.

Furthermore, a portfolio company in which we invest may face financial difficulty that requires us to work‑out, modify or otherwise restructure our investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non‑cash income. Any such restructuring may also result in our recognition of a substantial amount of non‑qualifying income for purposes of the 90% gross income requirement or our receiving assets that would not count toward the asset diversification requirements.

Gain or loss recognized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long‑term or short‑term, depending on how long we held a particular warrant.

If we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. Stockholders will generally not be entitled to claim a U.S. foreign tax credit or deduction with respect to foreign taxes paid by us.

If we acquire shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S. federal income tax (plus an interest charge) on a portion of any “excess distribution” or gain from the disposition of such shares even if such amounts are distributed by us to our stockholders. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing treatment, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively, subject to certain limitations, we can elect to mark‑to‑market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Our ability to make either election will depend on factors beyond our control. Under either election, we may be required to recognize in a year income in excess of distributions we receive from PFICs and proceeds we receive from dispositions of PFIC stock during that year, and such income will nevertheless generally be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% excise tax.

If we directly or indirectly hold 10% or more of the shares (by vote or value) in a foreign corporation that is treated as a controlled foreign corporation (“CFC”), we may be required to include in our gross income our pro rata share of such CFC’s “subpart F income” and “Net CFC Tested Income,” whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or constructively) by U.S. Stockholders. A “U.S. Stockholder”, for purposes of this paragraph, is any U.S. person that possesses (directly, indirectly, or constructively) 10% or more of the combined voting power of all classes of shares or 10% or more of the value of a corporation. If we are required to include our pro rata share of “subpart F income” or “Net CFC Tested Income” in our gross income for a taxable year, we will be required to include such income in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and we must distribute an amount equal to such income to satisfy the Annual Distribution Requirement and the Excise Tax Exemption Requirement.

Although the Code generally provides that income inclusions from QEFs and inclusions of subpart F income and Net CFC Tested Income from CFCs will be qualifying income for purposes of the 90% gross income requirement to the extent such income is distributed to a RIC in the year it is included in the RIC’s income, the Code does not specifically provide whether income inclusions from a QEF or inclusions of subpart F income and Net CFC Tested Income during the RIC’s taxable year with respect to which no distribution is received would be qualifying income for the 90% gross income requirement. The U.S. Treasury, however, has issued regulations that treat such income as qualifying for purposes of the 90% gross income requirement, provided the income is derived with respect to a corporation’s business of investing in stock, securities or currencies.

Our functional currency is the U.S. dollar for U.S. federal income tax purposes. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also generally treated as ordinary income or loss.

If we borrow money, we may be prevented by loan covenants from declaring and paying dividends in certain circumstances. Limits on our ability to pay dividends may prevent us from meeting the Annual Distribution Requirement, and may, therefore, jeopardize our qualification for taxation as a RIC, or subject us to the 4% excise tax.

Even if we are authorized to borrow funds and/or to sell assets in order to satisfy distribution requirements, under the Investment Company Act, we are not permitted to make cash distributions to our stockholders while our debt obligations and senior securities are outstanding unless certain “asset coverage” tests are met. This may also jeopardize our qualification for taxation as a RIC or subject us to the 4% excise tax.

Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and (2) other requirements relating to our status as a RIC, including the asset diversification requirements. If we dispose of assets to meet the Annual Distribution Requirement, the asset diversification requirements, or to reduce or eliminate the 4% excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

Some of the income that we might otherwise earn, such as lease income, management fees, or income recognized in a work‑out or restructuring of a portfolio investment, may cause us not to satisfy the 90% gross income requirement. To manage the risk that such income might disqualify us as a RIC as a result of us failing to satisfy the 90% gross income requirement, one or more of our subsidiaries treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income. Such corporations will be required to pay U.S. corporate income tax (and possible state or local tax) on their earnings, which ultimately will reduce the yield to our stockholders on such income and fees.

Failure to Qualify as a RIC

If we were unable to qualify for treatment as a RIC, and relief is not available as discussed above, we would be subject to tax on all of our taxable income at regular corporate rates, and we would not be able to deduct distributions to stockholders. Distributions would generally be taxable to our stockholders as ordinary dividend income eligible for reduced maximum rates for non-corporate U.S. Holders (subject to certain limitations) to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate U.S. Holders would be eligible for the dividends received deduction from domestic corporations. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we were to fail to meet the RIC requirements for more than two consecutive years and then to seek to requalify as a RIC, we would be required to recognize gain to the extent of any unrealized appreciation in our assets unless we made a special election to pay corporate level tax on any such unrealized appreciation recognized during the succeeding five‑year period. Our qualification and taxation as a RIC depends upon our ability to satisfy on a continuing basis, through actual, annual operating results, various distribution, income and asset-related requirements, and other requirements imposed under the Code. No assurance can be given that we will be able to meet the complex and varied tests required to qualify as a RIC or to avoid corporate level tax. In addition, because the relevant laws may change, compliance with one or more of the RIC requirements may become impossible or impracticable.

Administration Agreement

Our Board approved the Administration Agreement on August 8, 2016. Pursuant to the Administration Agreement, GECM furnishes us with, or otherwise arranges for the provision of, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and other such services as the administrator. Under the Administration Agreement, GECM will, from time to time, provide, or otherwise arrange for the provision of, other services GECM determines to be necessary or useful to perform its obligations under the Administration Agreement, including retaining the services of financial, compliance, accounting and administrative personnel that perform services on our behalf, including personnel to serve as our Chief Financial Officer and Chief Compliance Officer. Under the Administration Agreement, GECM also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, GECM assists us in determining and publishing our NAV, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments made by us to GECM under the Administration Agreement are equal to an amount based upon our allocable portion of GECM’s overhead in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our officers (including our Chief Compliance Officer, Chief Financial Officer and their respective staffs). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

We bear all costs and expenses, including rental expenses, that are incurred in our operation and transactions and not specifically assumed by GECM pursuant to the Investment Management Agreement.

The Administration Agreement provides that, to the fullest extent permitted by law, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM, its stockholders and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from or otherwise based upon the rendering of GECM’s services under the Administration Agreement or otherwise as our administrator.

Great Elm License Agreement

We have a license agreement with GEG pursuant to which GEG grants us a non‑exclusive, royalty‑free license to use the name “Great Elm Capital Corp.” Under the license agreement, we have a right to use the Great Elm Capital Corp. name and the logo for so long as GECM, or an affiliate thereof, remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Great Elm Capital Corp.” name. The license agreement may be terminated by either party without penalty upon 60 days’ written notice to the other.

Brokerage Allocation and Other Practices

Since we acquire and dispose of many of our investments in privately negotiated transactions, many of the transactions that we engage in do not require the use of brokers or the payment of brokerage commissions. Subject to policies established by our Board, GECM is primarily responsible for selecting brokers and dealers to execute transactions with respect to the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. GECM does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for us under the circumstances, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities.

The aggregate amount of brokerage commissions paid by us during the three most recent fiscal years is approximately $113. Such commissions include approximately $113 in brokerage commissions paid to Imperial Capital, LLC, an affiliated person of ICAM, beginning when ICAM became an affiliated person of the Company during the quarter ended December 31, 2021 through December 31, 2025. Brokerage commissions paid to Imperial Capital, LLC represent nearly 100% of our aggregate brokerage commissions during the most recent fiscal year and the dollar amount of transactions on which such brokerage commissions were paid represents nearly 100% of the aggregate dollar amount of transactions involving the payment of commissions during such fiscal year.

Item 1A. Risk Factors.

In addition to the other information in this Annual Report on Form 10-K and our other filings with the SEC, the following risk factors should be carefully considered in evaluating us and our business before investing in our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties, not presently known to us or otherwise, may also impair the Company's business. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. If any of the risks actually occur, our business, financial condition or results of operations could be materially and adversely affected.

Risks Relating to Our Investments

Our portfolio companies may experience financial distress and our investments in such companies may be restructured. Our portfolio companies have experienced in the past and may in the future experience financial distress from time to time. Debt investments in such companies may cease to be income-producing, may require us to bear certain expenses to protect our investment and may subject us to uncertainty as to when, in what manner and for what value such distressed debt will eventually be satisfied, including through liquidation, reorganization or bankruptcy. Any restructuring can fundamentally alter the nature of the related investment, and restructurings may not be subject to the same underwriting standards that GECM employs in connection with the origination of an investment. In addition, we may write-down the value of our investment in any such company to reflect the status of financial distress and future prospects of the business. Any restructuring could alter, reduce or delay the payment of interest or principal on any investment, which could delay the timing and reduce the amount of payments made to us. For example, if an exchange offer is made or plan of reorganization is adopted with respect to the debt securities we currently hold, there can be no assurance that the securities or other assets received by us in connection with such exchange offer or plan of reorganization will have a value or income potential similar to what we anticipated when our original investment was made or even at the time of restructuring. Restructurings of investments might also result in extensions of the term thereof, which could delay the timing of payments made to us, or we may receive equity securities, which may require significantly more of our management’s time and attention or carry restrictions on their disposition.

We face increasing competition for investment opportunities. Limited availability of attractive investment opportunities in the market could cause us to hold a larger percentage of our assets in liquid securities until market conditions improve. We compete for investments with other BDCs and investment funds (including specialty finance companies, private equity funds, mezzanine funds and small business investment companies), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors have a lower cost of capital and access to funding sources that are not available to us, including from the Small Business Administration. In addition, increased competition for attractive investment opportunities allows debtors to demand more favorable terms and offer fewer contractual protections to creditors. Some of our competitors have higher risk tolerances or different risk assessments than we do. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in lower middle‑market companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market would force us to accept less attractive investment terms. GECM may, at its discretion, decide to pursue such opportunities if it believes that they are in our best interest; however, GECM may decline to pursue available investment opportunities that, although otherwise consistent with our investment policies and objectives, in GECM’s view present unacceptable risk/return profiles. Under such circumstances, we may hold a larger percentage of our assets in liquid securities until market conditions improve in order to avoid having assets remain uninvested. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the Investment Company Act imposes on us as a BDC. We believe that competitors will make first and second-lien loans with interest rates and returns that are lower than the rates and returns that we target. Therefore, we do not seek to compete solely on the interest rates and returns offered to prospective portfolio companies.

We are invested in a limited number of portfolio companies which may subject us to a risk of significant loss if one or more of these companies defaults on its obligations under any of its debt instruments. Our portfolio holds a limited number of portfolio companies. Beyond the asset diversification requirements associated with qualifying as a RIC, we do not have fixed guidelines for diversification, and our investments are likely to be concentrated in relatively few companies. As our portfolio is less diversified than the portfolios of some funds, we are more susceptible to failure if a single investment fails. Similarly, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment.

Our portfolio is subject to change over time and may be concentrated in a limited number of industries, which subjects us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated. Our portfolio is concentrated in a limited number of industries. A downturn in any particular industry in which we are invested could significantly impact our aggregate realized returns. For example, our investments in issuers that are part of the structured finance industry and the specialty finance industry represented approximately 16.0% and 12.9%, respectively, of our total investments at fair value as of December 31, 2025. Such concentration may change as a result of additional investments in, or divestments in, the specialty finance industry and/or fluctuations in the fair value of our investments in the specialty finance industry and other industries.

In addition, we may from time to time invest a relatively significant percentage of our portfolio in industries in which GECM does not necessarily have extensive historical research coverage. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.

We are exposed to risks relating to our specialty finance investments. There is no guarantee that our controls to monitor and detect fraud with respect to our specialty finance business will be effective and, as a result, we could face exposure to the credit risk associated with such investments. With respect to our asset-based loans, we generally limit our lending to a percentage of the customer’s borrowing base assets that we believe can be readily liquidated in the event of financial distress of the borrower. With respect to our factoring products, we purchase the underlying invoices of our customers and become the direct payee under such invoices, thus transferring the credit risk in such transactions from our customers to the underlying account debtors on such invoices. In the event one or more of our customers fraudulently represents the existence or valuation of borrowing base assets in the case of an asset-based loan, or the existence or validity of an invoice we purchase in the case of a factoring transaction, we may advance more funds to such customer than we otherwise would and lose the benefit of the structural protections of our products with respect to such advances. In such event we could be exposed to material additional losses with respect to such loans or factoring products.

Any unrealized losses we experience in our portfolio may be an indication of future realized losses, which could reduce our income available for distribution. As a BDC, we are required to carry our investments at fair value as determined in good faith by our Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. Decreases in the fair values of our investments are recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.

Our investments may be risky, and we could lose all or part of our investments. Our equity and debt investments are risky. Our debt portfolios, including those held by our specialty finance companies, are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument, and securities which are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in interest rates. Factors that may affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the Federal Reserve Board and central banks throughout the world, international disorders and instability in domestic and foreign financial markets. Beginning in late 2024, the Federal Reserve Board began to lower interest rates from the elevated levels earlier in the year and continued lowering rates during 2025. The Federal Reserve Board has maintained interest rates during the first few months of 2026, and may raise, maintain or lower the federal funds rate in the future. These developments, along with domestic and international debt and credit concerns, could cause interest rates to be volatile, which may negatively impact our ability to access the debt markets on favorable terms. Interest rate changes may also affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed-rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments may also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including, among other factors, the index chosen, frequency of reset and reset caps or floors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. We expect that we will periodically experience imbalances in the interest rate sensitivities of our assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, we may not be able to manage this risk effectively, which in turn could adversely affect our performance.

Our investments may also consist of broadly syndicated loans that were not originated by us. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a set percentage of holders of indebtedness. Accordingly, we may be precluded from directing such actions unless we or our investment adviser is the designated administrative agent or collateral agent or we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure shareholders that the actions taken will be in our best interests. There is also a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

Some of the loans in which we may invest, including broadly syndicated loans, may be “covenant-lite” loans, which means the loans contain fewer covenants than other loans (in some cases, none) and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by us in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. We may also experience delays in enforcing our rights under covenant-lite loans. Additionally, we may also be exposed to more risks related to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with other loans. As a result of these risks, our exposure to losses may be increased, which could result in an adverse impact on our net income and NAV.

There is a risk that the collateral securing our loans and notes may decrease in value over time, may be difficult to sell in a timely manner or at all, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company's financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan or note. Consequently, the fact that a loan or note is secured does not guarantee that we will receive principal and interest payments according to the loan's or note's terms, or at all, or that we will be able to collect on the loan or note should we be forced to enforce our remedies.

We also may invest in assets other than secured and senior secured debt instruments and income generating equity investments, including, unsecured debt, subordinated debt, mezzanine debt, preferred equity and other structured securities. Many of these investments have lower priority claims as compared to senior debt in the case of an event of default or an insolvency or restructuring, which may increase our exposure to losses and could adversely affect our investment returns.

Mezzanine Loans. Our mezzanine debt investments will be generally subordinated to senior loans and will be generally unsecured. As such, other creditors may rank senior to us in the event of an insolvency, which could likely result in a substantial or complete loss on such investment in the case of such insolvency. This may result in an above average amount of risk and loss of principal.

Unsecured Loans and Notes. We may invest in unsecured loans and notes. If the issuer defaults or has an event of insolvency, other creditors may rank senior, be structurally senior or have lien protection that effectively renders their claim superior to our rights under our unsecured notes or loans, which could likely result in a substantial or complete loss on such investment in the case of such insolvency. This may result in an above average amount of risk and loss of principal.

Unfunded Commitments. From time to time, we purchase revolving credit loans with unfunded commitments in the ordinary course of business. In the event multiple borrowers of such revolving credit loans were to draw these commitments at the same time, including during a market downturn, it could have an adverse impact on our cash reserves and liquidity position at a time when it may be more difficult for us to sell other assets. Additionally, under Rule 18f-4 under the Investment Company Act, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Unfunded commitment agreements entered into by a BDC in compliance with this condition will not be considered for purposes of computing asset coverage for purposes of compliance with the Investment Company Act with respect to our use of leverage as well as derivatives and/or other financial contracts.

Equity Investments. When we invest in senior secured loans or mezzanine loans, we may acquire equity securities, including warrants, as well. In addition, we may invest directly in the equity securities of portfolio companies. The equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our returns on equity. We are subject to the risk that investments intended to be held over long periods are, instead, repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, repay debt or repurchase our common stock, depending on expected future investment opportunities. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed by them.

We are not in a position to exercise control over certain of our portfolio companies or to prevent decisions by management of such portfolio companies that could decrease the value of our investments. Although we may be deemed, under the Investment Company Act, to control certain of our portfolio companies because we own more than 25% of the common equity of those portfolio companies, we generally do not hold controlling equity positions in our portfolio companies. As a result, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we hold in certain of our portfolio companies, we may not be able to dispose of such investments if we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of such investments.

We have made, and in the future intend to pursue additional, investments in specialty finance businesses, which may require reliance on the management teams of such businesses. We have made, and may make additional, investments in companies and operating platforms that originate and/or service commercial specialty finance businesses, including factoring, equipment finance, inventory leasing, merchant cash advance and hard money real estate lending and may also invest directly (including via participation) in the investments made by such businesses. The form of investment may vary and may require reliance on management teams to provide the resources necessary to originate new receivables, manage portfolios of performing receivables, and work-out portfolios of stressed or non-performing receivables.

Defaults by our portfolio companies may harm our operating results. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of our investments and foreclosure on our secured assets, which could trigger cross‑defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of financial covenants, with a defaulting portfolio company. If any of these occur, it could materially and adversely affect our operating results and cash flows. See also "Our investments may be risky, and we could lose all or part of our investments."

If we invest in companies that experience significant financial or business difficulties, we may be exposed to certain distressed lending risks. As part of our lending activities, we may purchase notes or loans from companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. We cannot assure you that we will correctly evaluate the value of the assets collateralizing our investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio company, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the investment advanced by us to the borrower. See also "Our investments may be risky, and we could lose all or part of our investments."

Investing in middle-market companies involves a high degree of risk and our financial results may be affected adversely if one or more of our portfolio investments defaults on its loans or notes or fails to perform as we expect. A significant portion of our portfolio consists of debt and equity investments in privately owned middle-market companies. Investing in middle-market companies involves a number of significant risks. Compared to larger publicly owned companies, these middle-market companies may be in a weaker financial position and experience wider variations in their operating results, which may make them more vulnerable to economic downturns and other business disruptions. Typically, these companies need more capital to compete; however, their access to capital is limited and their cost of capital is often higher than that of their competitors. Our portfolio companies face intense competition from larger companies with greater financial, technical and marketing resources and their success typically depends on the managerial talents and efforts of an individual or a small group of persons. Therefore, the loss of any of their key employees, as well as increased competition in the labor market, could affect a portfolio company’s ability to compete effectively and harm its financial condition. Further, some of these companies conduct business in regulated industries that are susceptible to regulatory changes. These factors could impair the cash flow of our portfolio companies and result in other events, such as bankruptcy. These events could limit a portfolio company’s ability to repay its obligations to us. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in the value of the loan’s collateral and the fair market value of the loan.

Most of the loans in which we invest are not structured to fully amortize during their lifetime. In order to create liquidity to pay the final principal payment, borrowers typically must raise additional capital or sell their assets, which could potentially result in the collateral being sold for less than its fair market value. If they are unable to raise sufficient funds to repay us, the loan will go into default, which will require us to foreclose on the borrower’s assets, even if the loan was otherwise performing prior to maturity. This will deprive us from immediately obtaining full recovery on the loan and prevent or delay the reinvestment of the loan proceeds in other, more profitable investments. Moreover, there are no assurances that any recovery on such loan will be obtained. Most of these companies cannot obtain financing from public capital markets or from traditional credit sources, such as commercial banks. Accordingly, loans made to these types of companies pose a higher default risk than loans made to companies that have access to traditional credit sources.

Furthermore, investing in middle‑market companies involves a number of additional significant risks, including:

• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on our stockholders;

• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

• we, our executive officers, directors, GECM, its affiliates and/or any of their respective principals and employees, may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies and may, as a result, incur significant costs and expenses in connection with such litigation;

• changes in laws and regulations (including the tax laws), as well as their interpretations, may adversely affect their business, financial structure or prospectus;

• they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and

• a portion of our income may be non-cash income, such as contractual PIK interest, which represents interest added to the debt balance and due at the end of the instrument’s term, in the case of loans, or issued as additional notes in the case of bonds. Instruments bearing PIK interest typically carry higher interest rates as a result of their payment deferral and increased credit risk. When we recognize income in connection with PIK interest, there is a risk that such income may become uncollectible if the borrower defaults.

An investment strategy that includes privately held companies presents challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns. We invest in privately held companies. Generally, little public information exists about these companies, and we are required to rely on GECM’s or our specialty finance partners’ ability to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose money on our investments. Also, privately held companies frequently have shorter operating histories, less diverse product lines and smaller market presence than larger competitors, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Further, privately-held companies typically depend on the management talents and efforts of a small group of persons, and therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such portfolio company and, in turn, on us. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or in some cases senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invested. Also, in insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims. Even though we may have structured investments as secured investments, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior investment is re‑characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business. To the extent GECC provides significant managerial assistance to the portfolio companies, this risk is exacerbated.

Junior priority liens on collateral securing loans and notes that we invest in may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the senior priority creditors and us. We may purchase loans or notes that are secured by a second priority or more junior security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us or the indenture trustee to enter into an “intercreditor agreement” prior to permitting the portfolio company to borrow. Typically the intercreditor agreements expressly subordinate our junior lien debt instruments to those held by the senior lender and further provide that the senior lender shall control: (1) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (2) the nature, timing and conduct of foreclosure or other collection proceedings; (3) the amendment of any collateral document; (4) the release of the security interests in respect of any collateral; and (5) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans and notes.

The reference rates for our loans may change. Actions by market participants or by government agencies, including central banks, may affect prevailing interest rates and the reference rates for loans to our portfolio companies, which may make the financial terms of our loans less attractive. Actions by governments may create inflation in asset prices that over-state the value of our portfolio companies and their assets and drive cycles of capital market activities (like mergers and acquisitions) at a rate and at prices in excess of those that would prevail in an unaffected market.

We cannot assure you that actions by market participants or by government agencies will not materially adversely affect trading markets or our portfolio companies or us or our and our portfolio companies’ respective business, prospects, financial condition or results of operations.

We may mismatch the interest rate and maturity exposure of our assets and liabilities. Our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. We cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds could increase, which could reduce our net investment income. Typically, our fixed‑rate investments are financed primarily with equity and/or long‑term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the Investment Company Act. If we do not implement these techniques properly, we could experience losses on our hedging positions, which could be material.

If interest rates fall, our portfolio companies are likely to refinance their obligations to us at lower interest rates. Our proceeds from these refinancings are likely to be reinvested at lower interest rates than our refinanced loans resulting in a material decrease in our net investment income.

We may not realize gains from our equity investments. Our portfolio may include common stock, warrants or other equity securities from time to time. We may also take back equity securities in exchange for our debt investments in workouts of troubled investments. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non‑control, equity investments in portfolio companies. The equity interests we invest in may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We may seek puts or similar rights to give it the right to sell our equity securities back to the portfolio company. We may be unable to exercise these put rights if the issuer is in financial distress or otherwise lacks sufficient liquidity to purchase the underlying equity investment.

Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. Our investment strategy contemplates investments in debt securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Such investments will generally not represent “qualifying assets” under Section 55(a) of the Investment Company Act.

Any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short‑term interest rates, differences in relative values of similar assets in different currencies, long‑term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we offer no assurance that we will, in fact, hedge currency risk, or that if it does, such strategies will be effective.

We may hold a significant portion of our portfolio assets in cash, cash equivalents, money market mutual funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less, which may have a negative impact on our business and operations. We may hold a significant portion of our portfolio assets in cash, cash equivalents, money market mutual funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less for many reasons, including, among others:

• as part of GECM’s strategy in order to take advantage of investment opportunities as they arise;
• when GECM believes that market conditions are unfavorable for profitable investing;
• when GECM is otherwise unable to locate attractive investment opportunities;
• as a defensive measure in response to adverse market or economic conditions; or
• to meet RIC qualification requirements.

We may also be required to hold higher levels of cash, money market mutual funds or other short-term securities in order to pay our expenses or make distributions to stockholders in the ordinary course of business given the relatively high percentage of our total investment income represented by non-cash income, including PIK income and accretion of original issue discount (“OID”). During periods when we maintain exposure to cash, money market mutual funds, or other short-term securities, we may not participate in market movements to the same extent that it would if we were fully invested, which may have a negative impact on our business and operations and, accordingly, our returns may be reduced.

We may be subject to risks associated with investments in collateralized loan obligations. We invest in collateralized loan obligations (“CLOs”) and warehouse loan facilities through our joint venture, CLO Formation JV, LLC. Such investments may present risks similar to those of the other types of investments in which we may invest and, in fact, such risks may be of greater significance in the case of CLOs and warehouse loan facilities. Moreover, investing in such products may entail a variety of unique risks. Among other risks, CLO and warehouse facility investments may be subject to prepayment risk. In addition, the performance of a CLO or warehouse facility will be affected by a variety of factors, including its priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. In addition, we may face additional risks related to CLOs and warehouse facilities. A CLO is typically a bankruptcy-remote securitization entity that owns senior secured, second lien or unsecured corporate loans. CLOs make payments to investors as payments are received with respect to their underlying asset pools. If proceeds of the underlying asset pools are not large enough to provide payments to all investors, securities held by the more junior investors in the CLOs will likely suffer a principal loss. In an event of default, typically the most senior tranche of debt may direct the CLO manager to liquidate the CLO. In the event of a liquidation, the unrated or most subordinated tranches of a CLO will not receive any payment until all principal and interest on the senior debt is paid in full. In addition, the value of the underlying collateral in the asset pools may decrease in value. CLO securities are illiquid instruments, and we may not be able to sell such securities at favorable prices, if at all.

We and/or our portfolio companies may be materially and adversely impacted by global climate change. Climate change is widely considered to be a significant threat to the global economy. Our business operations and our portfolio companies may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures. These events and the disruptions they cause, alone or in combination, could also lead to increased costs of insurance for us and/or our portfolio companies.

The lack of liquidity in our investments may adversely affect our business. As we generally make investments in private companies, substantially all of these investments are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if needed. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we could realize significantly less than the value at which we have recorded our investments or could be unable to dispose of our investments in a timely manner. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or an affiliate of GECM has material non-public information regarding such portfolio company.

Risks Relating to Our Business and Structure

Capital markets experience periods of disruption and instability. These market conditions have historically materially and adversely affected debt and equity capital markets in the United States and abroad, which had, and may in the future have, a negative impact on our business and operations. The global capital markets are subject to disruption which may result from, among other things, a lack of liquidity in the debt capital markets, significant write‑offs in the financial services sector, the re‑pricing of credit risk in the broadly syndicated credit market or the failure of major financial institutions. Despite actions of the U.S. federal government and foreign governments, such events have historically materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. Equity capital may be difficult to raise because, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than NAV. In addition, our ability to incur indebtedness or issue preferred stock is limited by applicable regulations such that our asset coverage, as defined in the Investment Company Act, must equal at least 150% immediately after each time we incur indebtedness or issue preferred stock. The debt capital that may be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations.

Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness, and any failure to do so could have a material adverse effect on our business. The expected illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the value at which we have recorded our investments.

In addition, significant changes in the capital markets, including recent volatility and disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations.

We may experience fluctuations in our quarterly results. Our quarterly operating results will fluctuate due to a number of factors, including the level of expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. Our quarterly operating results will also fluctuate due to a number of other factors, including the interest rates payable on the debt investments we make and the default rates on such investments. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Our success depends on the ability of our investment adviser to attract and retain qualified personnel in a competitive environment. Our growth requires that GECM retain and attract new investment and administrative personnel in a competitive market. GECM’s ability to attract and retain personnel with the requisite credentials, experience and skills depends on several factors, including, but not limited to, its ability to offer competitive wages, benefits and professional growth opportunities. Many of the entities, including investment funds (such as private equity funds and mezzanine funds) and traditional financial services companies, which compete for experienced personnel with GECM, have greater resources than GECM.

We depend on the diligence, skill, judgment, network of business contacts and personal reputations of certain key personnel of GECM and our future success depends on their continued service. The departure or misconduct of any of these individuals, or of a significant number of the investment professionals or partners of GECM, could have a material adverse effect on our business, financial condition or results of operations.

Our ability to grow depends on our ability to raise equity capital and/or access debt financing. We intend to periodically access the capital markets to raise cash to fund new investments. We expect to continue to be treated as a RIC and operate in a manner so as to qualify for the U.S. federal income tax treatment applicable to RICs. Among other things, in order to maintain our RIC status, we must distribute to our stockholders on a timely basis generally an amount equal to at least 90% of our investment company taxable income (as defined by the Code), and, as a result, such distributions will not be available to fund new investments. As a result, we must borrow from financial institutions or issue additional securities to fund our growth. Unfavorable economic or capital market conditions, including interest rate volatility, may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to us. There has been and will continue to be uncertainty in the financial markets in general. An inability to successfully access the capital or credit markets for either equity or debt could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.

If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the Investment Company Act or our lenders. Any such failure, or a tightening or general disruption of the credit markets, would affect our ability to issue senior securities, including borrowings, and pay dividends or other distributions, which could materially impair our business or our ability to qualify for RIC tax treatment under the Code.

In addition, with certain limited exceptions we are only allowed to borrow or issue debt securities or preferred stock such that our asset coverage, as defined in the Investment Company Act, equals at least 150% immediately after such borrowing, which, in certain circumstances, may restrict our ability to borrow or issue debt securities or preferred stock. The amount of leverage that we may employ will depend on GECM’s and our Board’s assessments of market and other factors at the time of any proposed borrowing or issuance of debt securities or preferred stock. We cannot assure you that we will be able to obtain lines of credit at all or on terms acceptable to us.

Economic recessions or downturns could impair our portfolio companies and harm our operating results. The current economy is subject to periodic downturns that, from time to time, result in recessions or more serious adverse macroeconomic events. For example, many countries and industries around the globe experienced downturns and contractions as they grappled with the short- and long-term economic impacts of the COVID-19 pandemic, elevated inflation, supply chain challenges, labor market shortages and disputes, changes in interest rates, uncertainty related to evolving tariff and trade policies, geopolitical tensions, inflationary pressures, foreign currency fluctuations, and periods of volatility in global capital markets. Our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay loans or notes during these periods. Therefore, our non‑performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the market value of our investments. Adverse economic conditions may also decrease the value of collateral securing some of our investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants in its agreements with us or other lenders could lead to defaults and, potentially, acceleration of the time when the debt obligations are due and foreclosure on its secured assets, which could trigger cross‑defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided significant managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. See also "Defaults by our portfolio companies may harm our operating results" and "There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims."

Global economic, political and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability. The condition of the global financial market, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets, may cause economic uncertainties or deterioration in the United States and worldwide, and may subject our investments to heightened risks. For example, the United States enacted significant new tariffs beginning in the first quarter of 2025, which led to significant volatility in global markets during the year. Further, the current U.S. Presidential administration has continued to propose additional significant tariffs as well as evaluate key aspects of U.S. trade policy, treaties and tariffs. Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the United States and across various international regions. Because of interrelationships within the global financial markets, if these issues do not abate, or they worsen or spread, our and our portfolio companies, businesses may be adversely affected both within and outside of the directly affected regions

These heightened risks could also include to: increased risk of default; greater social, trade, economic and political instability (including the risk of war or terrorist activity); greater governmental involvement in the economy; greater governmental supervision and regulation of the securities markets and market participants resulting in increased expenses related to compliance; greater fluctuations in currency exchange rates; controls or restrictions on foreign investment and/or trade, capital controls and limitations on repatriation of invested capital and on the ability to exchange currencies; inability to purchase and sell investments or otherwise settle transactions (i.e., a market freeze); and unavailability of hedging techniques. During times of political uncertainty and/or change, global markets often become more volatile. Markets experiencing political uncertainty and/or change could have substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates typically have negative effects on such countries’ economies and markets. Tax laws could change materially, and any changes in tax laws could have an unpredictable effect on us, our investments and our investors. Any of these risks could have a material adverse effect on our business, financial condition and result of operations.

We may acquire other funds, portfolios of assets or pools of debt and those acquisitions may not be successful. We may acquire other funds, portfolios of assets or pools of debt investments. Any such acquisition program has a number of risks, including among others:

• management’s attention will be diverted from running our existing business by efforts to source, negotiate, close and integrate acquisitions;
• our due diligence investigation of potential acquisitions may not reveal risks inherent in the acquired business or assets;
• we may over‑value potential acquisitions resulting in dilution to you, incurrence of excessive indebtedness, asset write downs and negative perception of our common stock;
• the interests of our existing stockholders may be diluted by the issuance of additional shares of our common stock or preferred stock;
• we may borrow to finance acquisitions, and there are risks associated with borrowing as described in this Annual Report on Form 10-K;
• GECM has an incentive to increase our assets under management in order to increase its fee stream, which may not be aligned with the interests of our stockholders;
• we and GECM may not successfully integrate any acquired business or assets; and
• GECM may compensate the existing managers of any acquired business or assets in a manner that results in the combined company taking on excessive risk.

Our failure to maintain our status as a BDC would reduce our operating flexibility. We elected to be regulated as a BDC under the Investment Company Act. The Investment Company Act imposes numerous constraints on the operations of BDCs and their external advisers. For example, BDCs are required to invest at least 70% of their gross assets in specified types of securities, primarily in private companies or illiquid U.S. public companies below a certain market capitalization, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the Investment Company Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our voting securities (as defined under the Investment Company Act), we may elect to withdraw our status as a BDC. If we decide to withdraw our BDC election, or if we otherwise fail to qualify, or to maintain our qualification, as a BDC, we may be subject to substantially greater regulation under the Investment Company Act as a closed‑end management investment company. Compliance with such regulations would significantly decrease our operating flexibility and would significantly increase our costs of doing business.

Regulations governing our operations as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, referred to collectively as “senior securities,” up to the maximum amount permitted under the Investment Company Act. Under the provisions of the Investment Company Act applicable to BDCs, we are permitted to issue senior securities (e.g., notes and preferred stock) in amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss.

Our Board may change our investment objectives, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse. Our Board has the authority to modify or waive our investment objectives, current operating policies, investment criteria and strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV and operating results.

We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income. For U.S. federal income tax purposes, we may be required to include in income certain amounts before our receipt of the cash attributable to such amounts, such as OID on a debt instrument, which generally is required to be taken into account for U.S. federal income tax purposes throughout the term of the debt instrument on a constant yield basis. Also, we may be required to include in income other amounts that we will not receive in cash, including, for example, non‑cash income from deferred payment securities and hedging and foreign currency transactions. In addition, we intend to seek debt investments in the secondary market that represent attractive risk-adjusted returns, taking into account both stated interest rates and current market discounts to par value. Such market discount may be included in income before we receive any corresponding cash payments (depending on whether certain elections are made). Certain of our debt investments earn PIK interest, resulting in income without receipt of cash.

Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the U.S. federal income tax requirement to distribute generally an amount equal to at least 90% of our investment company taxable income to maintain our ability to generally avoid being subject to U.S. federal income tax at the corporate level. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thus be subject to additional corporate‑level income taxes.

However, in order to satisfy the Annual Distribution Requirement (as defined below) for a RIC, we may, but have no current intention to, declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder would be taxed on 100% of the fair market value of the shares received as part of the dividend on the date a stockholder received it in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.

We may expose ourselves to risks associated with the inclusion of non-cash income prior to receipt of cash. To the extent we invest in debt instruments that result in OID for U.S. federal income tax purposes, including PIK loans, zero coupon bonds, and debt securities with attached warrants, investors will be exposed to the risks associated with the inclusion of such non-cash income in taxable and accounting income prior to receipt of cash.

The deferred nature of payments on PIK loans creates specific risks. Interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan. Since the payment of PIK income does not result in cash payments to us, we may also have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations (and thus hold higher cash or cash equivalent balances, which could reduce returns) to pay our expenses or make distributions to stockholders in the ordinary course of business, even if such loans do not default. An election to defer PIK interest payments by adding them to principal increases our gross assets and, thus, increases future base management fees to GECM and, because interest payments will then be payable on a larger principal amount, the PIK election also increases GECM’s future Income Incentive Fees at a compounding rate. The deferral of interest on a PIK loan increases its loan-to-value ratio, which is a measure of the riskiness of a loan.

More generally, market prices of OID instruments are more volatile because they are impacted to a greater extent by interest rate changes than instruments that pay interest periodically in cash. Ordinarily, OID would also create the risk of non-refundable cash payments to GECM based on non-cash accruals that may never be realized; however, this risk is mitigated since the Investment Management Agreement requires GECM to defer any incentive fees on Accrued Unpaid Income (as defined below), the effect of which is that Income Incentive Fees otherwise payable with respect to Accrued Unpaid Income become payable only if, as, when and to the extent cash is received by us or our subsidiaries in respect thereof.

Additionally, as described above, we may be required to make distributions of non-cash income to stockholders without receiving any cash so as to satisfy certain requirements necessary to maintain our ability to generally avoid being subject to corporate level income taxation. Such required cash distributions may have to be paid from the sale of our assets without investors being given any notice of this fact. The required recognition of non-cash income, including OID, for U.S. federal income tax purposes may have a negative impact on liquidity because it represents a non-cash component of our taxable income that must, nevertheless, be distributed to investors to avoid us being subject to corporate level taxation.

We may choose to pay distributions in our own stock, in which case stockholders may be required to pay tax in excess of the cash they receive. We may distribute a portion of our taxable distributions in the form of shares of our stock. In accordance with certain applicable U.S. Treasury regulations and other related administrative pronouncements issued by the Internal Revenue Service (the "IRS"), a RIC may be eligible to treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder is permitted to elect to receive its entire distribution in either cash or stock of the RIC, subject to the satisfaction of certain guidelines. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the distribution paid in stock generally will be equal to the amount of cash that could have been received instead of stock. Taxable stockholders receiving such distributions will be required to include the full amount of the distribution as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of their share of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be subject to tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives as a distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale, which would result in a capital loss, the deductibility of which is subject to limitations. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on distributions, such sales may put downward pressure on the trading price of our stock.

We may expose our self to risks if we engage in hedging transactions. If we engage in hedging transactions, we may be exposed to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is generally anticipated because we may not be able to enter into a hedging transaction at an acceptable price. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged.

Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non‑U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

We will be subject to corporate level U.S. federal income tax if we are unable to meet certain RIC qualification and distribution requirements under the Code. No assurance can be given that we will be able to qualify for and maintain RIC status and generally avoid corporate-level U.S. federal income taxation. To maintain RIC tax treatment under the Code, we must meet certain annual distribution, source of income and asset diversification requirements.

The Annual Distribution Requirement (as defined below) for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary income and realized net short‑term capital gains in excess of realized net long‑term capital losses, if any. Because we may use debt financing, we may be subject to asset coverage ratio requirements under the Investment Company Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to make the required distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate‑level U.S. federal income tax.

The source of income requirement will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.

The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet the asset diversification requirements could result in us having to dispose of investments quickly in order to prevent the loss of RIC status. Because most of our investments will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. Further, the illiquidity of our investments may make them difficult or impossible to dispose of in a timely manner.

If we fail to qualify for RIC tax treatment for any reason and become subject to corporate U.S. federal income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions and the value of our shares of common stock.

We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business. Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisors regarding tax legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our securities.

The incentive fee structure and the formula for calculating the management fee may incentivize GECM to pursue speculative investments, advise us to use leverage when it may be unwise to do so, or advise us to refrain from reducing debt levels when it would otherwise be appropriate to do so. The incentive fee payable by us to GECM creates an incentive for GECM to pursue investments on our behalf that are riskier or more speculative than would be the case in the absence of such a compensation arrangement. The incentive fee payable to GECM is calculated based on a percentage of our return on invested capital. In addition, GECM’s base management fee is calculated on the basis of our gross assets, including assets acquired through the use of leverage. This may encourage GECM to use leverage to increase the aggregate amount of and the return on our investments, even when it may not be appropriate to do so, and to refrain from reducing debt levels when it would otherwise be appropriate to do so. The use of leverage increases our likelihood of default, which would impair the value of our securities. In addition, GECM will receive the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there will be no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, GECM may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in us investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

We may invest in the securities and instruments of other investment companies, including private funds, and we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain obligated to pay management and incentive fees to GECM with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our stockholders will bear its share of the management and incentive fee payable to GECM, as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

In addition, if we purchase our debt instruments and such purchase results in our recording a net gain on the extinguishment of debt for financial reporting and tax purposes, such net gain will be included in our pre‑incentive fee net investment income for purposes of determining the Income Incentive Fee payable to GECM under the Investment Management Agreement.

Finally, the incentive fee payable by us to GECM also may create an incentive for GECM to invest on our behalf in instruments that have a deferred interest feature such as investments with PIK provisions. Under these investments, we would accrue the interest over the life of the investment but would typically not receive the cash income from the investment until the end of the term or upon the investment being called by the issuer. Our net investment income used to calculate the income portion of our incentive fee, however, includes accrued interest. The portion of the incentive fee that is attributable to deferred interest, such as PIK, will not be paid to GECM until we receive such interest in cash. Even though such portion of the incentive fee will be paid only when the accrued income is collected, the accrued income is capitalized and included in the calculation of the base management fee. In other words, when deferred interest income (such as PIK) is accrued, a corresponding Income Incentive Fee (if any) is also accrued (but not paid) based on that income. After the accrual of such income, it is capitalized and added to the debt balance, which increases our total assets and thus the base management fee paid following such capitalization. If any such interest is reversed in connection with any write-off or similar treatment of the investment, we will reverse the Income Incentive Fee accrual and an Income Incentive Fee will not be payable with respect to such uncollected interest. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, which would result in the reversal of any previously accrued and unpaid incentive fees.

We may be obligated to pay our investment adviser certain fees even if we incur a loss. Our Investment Advisory Agreement entitles the Adviser to receive an income-based incentive fee regardless of any capital losses. In such case, we may be required to pay the Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter. In addition, any income-based incentive fee may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. The Adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.

A general increase in interest rates will likely have the effect of making it easier for GECM to receive incentive fees, without necessarily resulting in an increase in our net earnings. Given the structure of the Investment Management Agreement, any general increase in interest rates will likely have the effect of making it easier for GECM to meet the quarterly hurdle rate for payment of Income Incentive Fees under the Investment Management Agreement without any additional increase in relative performance on the part of GECM. In addition, in view of the catch‑up provision applicable to Income Incentive Fees under the Investment Management Agreement, GECM could potentially receive a significant portion of the increase in our investment income attributable to such a general increase in interest rates. If that were to occur, our increase in net earnings, if any, would likely be significantly smaller than the relative increase in GECM’s Income Incentive Fee resulting from such a general increase in interest rates.

GECM has the right to resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. GECM has the right, under the Investment Management Agreement, to resign at any time upon not more than 60 days’ written notice, whether we have found a replacement or not. If GECM resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption; our financial condition, business and results of operations, as well as our ability to pay distributions are likely to be adversely affected; and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our investment adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our

investment objective and current investment portfolio may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

We incur significant costs as a result of being a publicly traded company. As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, the Dodd‑Frank Act of 2010 and other rules implemented by our government.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. We and our portfolio companies are subject to applicable local, state and federal laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and you, potentially with retroactive effect.

Regulators are also increasing scrutiny and implementing and considering regulation of the use of artificial intelligence technologies, including with respect to uses of artificial intelligence by investment advisers. While comprehensive U.S. regulation has not been enacted to date, various U.S. governmental agencies and departments,including the SEC and Department of the Treasury, have recently released reports or otherwise indicated interest in assessing risks relating to uses of artificial intelligence by businesses such as ours. Some specific laws governing artificial intelligence have already been passed in certain U.S. states and in the EU. We cannot predict what, if any,effects this may have on our business or the nature of future regulations.

Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourself of new or different opportunities. Such changes could result in material differences to the strategies and plans and may result in our investment focus shifting from the areas of expertise of GECM to other types of investments in which the investment committee may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations.

There is, and will be, uncertainty as to the value of our portfolio investments. Under the Investment Company Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us in accordance with our written valuation policy, with GECM, as valuation designee, having final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value. Often, there will not be a public market for the securities of the privately held companies in which we invest. As a result, we will value these securities on a quarterly basis at fair value based on input from management, third party independent valuation firms and our audit committee, with the oversight, review and approval of GECM, as valuation designee. We consult with an independent valuation firm in valuing all securities in which we invest classified as “Level 3,” other than investments which are less than 1% of NAV as of the applicable quarter end. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Valuation of Portfolio Investments.”

The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio, are subjective and dependent on a valuation process approved and overseen by our Board. Factors that may be considered in determining the fair value of our investments include, among others, estimates of the collectability of the principal and interest on our debt investments and expected realization on our equity investments, as well as external events, such as private mergers, sales and acquisitions involving comparable companies. Because such valuations, and particularly valuations of private securities and private companies and small cap public companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. Our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially misstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant. Conversely, investors selling securities during a period in which the NAV understates the value of our investments will receive a lower price for their securities than the value of our investments might otherwise warrant.

Our financial condition and results of operations depend on our ability to effectively manage and deploy capital. Our ability to achieve our investment objective depends on our ability to effectively manage and deploy capital, which depends, in turn, on GECM’s ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria.

Accomplishing our investment objective on a cost‑effective basis is largely a function of GECM’s handling of the investment process, its ability to provide competent, attentive and efficient services and its access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, GECM may also be called upon, from time to time, to provide managerial assistance to some of our portfolio companies. These demands on their time may distract them or slow the rate of investment.

Even if we are able to grow and build out our investment operations, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. Our results of operations will depend on many factors, including the availability of opportunities for investment, readily accessible short and long‑term funding alternatives in the financial markets and economic conditions.

We may hold assets in cash or short-term treasury securities in situations where we or GECM expects downward pricing in the high yield market. Our strategic decision not to be fully invested may, from time to time, reduce funds available for distribution and cause downward pressure on the price of our common stock.

The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning affecting us or our third-party service providers, could impair our ability to conduct business effectively. The occurrence of a disaster such as a cyber‑attack, a natural catastrophe, an epidemic or pandemic, an industrial accident, a terrorist attack or war, events anticipated or unanticipated in our disaster recovery systems, or a failure in externally provided data systems, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer‑based data processing, transmission, storage and retrieval systems or destroy data. Our ability to effectively conduct our business could be severely compromised. The financial markets we operate in are dependent upon third party data systems to link buyers and sellers and provide pricing information.

We depend heavily upon computer systems to perform necessary business functions. Our computer systems could be subject to cyber‑attacks and unauthorized access, such as physical and electronic break‑ins or unauthorized tampering, particularly as threat actors use artificial intelligence technologies to deploy these attacks. Artificial intelligence tools may also be susceptible to new forms of cyber attacks, such as prompt injection attacks, which may increase our cyber security risks where we implement artificial intelligence technologies in our business. Like other companies, we expect to experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. These failures and disruptions may be more likely to occur as a result of employees working remotely. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss, respectively.

As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers. We cannot guarantee that third parties and infrastructure in our networks or our partners’ networks have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support our services. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place.

We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations. Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or GECM may engage third party service providers to provide us with services necessary for the operation of our business. Any failure or interruption of such systems or services could cause delays or other problems in our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. Such events, in turn, could have a material adverse effect on our business, financial condition and operating results and adversely impact our business, financial condition or results of operations.

Ineffective internal controls could impact our business and operating results. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs. Artificial intelligence, including machine learning technology and generative artificial intelligence, is rapidly evolving. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could significantly disrupt the business models and markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on our or our portfolio companies’ business, financial condition and results of operations.We, our investment adviser and our administrator use and plan to expand our use of artificial intelligence tools and technologies in the operation of our business. In addition, certain of our portfolio companies use and may plan to expand their use of artificial intelligence tools and technologies in the operation of their businesses. These uses come with potential risks, including, but not limited to, generation of inaccurate results, misuse or disclosures of confidential information, infringement of third-party intellectual property rights, potential cybersecurity vulnerabilities, reputational risk, and regulatory burdens. Artificial intelligence models may create outputs that are flawed, inaccurate, biased, or that infringe or misappropriate intellectual property of third parties. The models may also be subject to new or different modes of cyber attacks, including prompt injection attacks, and such attacks may be able to circumvent our cybersecurity tools and processes. To the extent we, our investment adviser, our administrator, or any of our portfolio companies rely on such technologies, these risks could negatively impact us or our portfolio companies. There is also a risk that artificial intelligence tools or applications may be misused by employees and/or third parties engaged by us, our adviser or administrator, or by our portfolio companies. For example, an employee of our adviser may input confidential information, including material non-public information,trade secrets, or personal information, into artificial intelligence technologies in a manner that results in such information becoming part of a data set that is accessible by third-party artificial intelligence applications and users,including our competitors. Further, we, our adviser or administrator or our portfolio companies may not be able to control how third-party artificial intelligence technologies that we or they choose to use are developed or maintained, or how data we or they input is used or disclosed, even where contractual protections with respect to these matters have been sought. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions. The misuse or misappropriation of data of any of our portfolio companies could have an adverse impact on such businesses reputation and could subject such portfolio company to legal and regulatory investigations and/or actions.

We or our portfolio companies may also be exposed to competitive risks related to the adoption of artificial intelligence or other new technologies by others within our respective industries. If our or our portfolio companies’ competitors are more successful than us or our portfolio companies in the use of artificial intelligence or development of services or products based on artificial intelligence, or we or our portfolio companies do so at a slower pace than others, we or our portfolio companies may be at a competitive disadvantage. In addition, our or our portfolio companies’ investments in technology systems and artificial intelligence may not deliver the benefits we or they expect, which could be costly for our or their respective businesses.Finally, regulations related to artificial intelligence may also impose on us or our portfolio companies certain obligations and costs related to monitoring and compliance, and we or they could be subject to regulatory actions if we or they are deemed not to have complied.

Terrorist attacks, acts of war, natural disasters or an epidemic or pandemic may affect the market for our securities, impact the businesses in which we invest and harm our business, operating results and financial condition. Terrorist acts, acts of war, natural disasters or an epidemic or pandemic may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts, including, for example, Russia’s February 2022 invasion of Ukraine and conflicts and political unrest in the Middle East and South America, have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. In addition, social unrest, changes regarding immigration and work permit policies and other political and security concerns may not abate, which may cause the debt and equity capital markets and our business to be adversely affected both within and outside of regions experiencing ongoing conflicts. Additionally, a public health epidemic or pandemic, poses the risk that we, GECM, our portfolio companies or other business partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that any such event could have on our business, the continued occurrence thereof and the measures taken by the governments of countries affected in response thereto could disrupt global markets, supply chains and the manufacture or shipment of products and adversely impact our business, financial condition or results of operations or those of our portfolio companies.

Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.

There are significant potential conflicts of interest that could impact our investment returns. Conflicts may arise in allocating and structuring investments, time, services, expenses or resources among the investment activities of GECC, GECM, other GECM-affiliated entities and the employees of GECM. Certain of our executive officers and directors, and members of the investment committee of GECM, serve or may serve as officers, directors or principals of entities, including ICAM or funds managed by ICAM, and affiliates of GECM and investment funds managed by our affiliates that operate in the same or related lines of business as GECC. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in our or our stockholders’ best interests or that may require them to devote time to services for other entities, which could interfere with the time available to provide services to us. For example, Matt Kaplan, our President and Chief Executive Officer, is a portfolio manager at GECM and a member of its investment committee. Further, we may not be given the opportunity to participate in certain investments made by investment funds managed by advisers affiliated with GECM and any advisers that may in the future become affiliated with GEG. GEG, the parent company of GECM, currently holds approximately 9.7% of our outstanding common stock.

Although funds managed by GECM may have different primary investment objectives than us, they may from time to time invest in asset classes similar to those we target. GECM is not restricted from raising an investment fund with investment objectives similar to ours. Any such funds may also, from time to time, invest in asset classes similar to those targeted by, and eligible for purchase by, us. GECM will endeavor to allocate investment opportunities in a fair and equitable manner, and in any event consistent with any duties owed to us and such other funds. It is possible that we may not be given the opportunity to participate in investments made by investment funds managed by investment managers affiliated with GECM. To the extent that we compete with entities managed by GECM or any of its affiliates for a particular investment opportunity, GECM will allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with (1) its internal investment allocation policies (which provide that no allocation decisions may be based on the fees or allocations paid by a particular client), (2) the requirements of the Advisers Act, and (3) restrictions under the Investment Company Act regarding co-investments with affiliates, including the requirements of the Exemptive Relief Order (as defined below). There is no guarantee that any conflicts of interest regarding investment allocations will be resolved in favor of the Company.

Our participation in any negotiated co-investment opportunities (other than those in which the only term negotiated is price) with investment funds managed by investment managers under common control with GECM (as well as with proprietary accounts of an affiliate of GECM) is subject to compliance with the SEC order dated July 18, 2025 (the “Exemptive Relief Order”). The allocation of all or a portion of an investment opportunity to co-investors could result in lower returns for us than had we taken the full opportunity for ourself. There may be certain investment opportunities that fall outside the scope of the Exemptive Relief Order or otherwise may not be permitted to be allocated to us. Accordingly, we may not be able to participate in all investment opportunities that GECM determines would otherwise be suitable for us.

We pay management and incentive fees to GECM, and reimburse GECM for certain expenses it incurs. In addition, investors in our common stock will invest on a gross basis and receive distributions on a net basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through direct investments.

GECM’s management fee is based on a percentage of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds and other forms of leverage) and GECM may have conflicts of interest in connection with decisions that could affect our total assets, such as decisions as to whether to incur indebtedness. The use of leverage increases the likelihood of default on our debt or other leverage, which would disfavor investors in our common stock.

The part of the incentive fee payable by us that relates to our pre-incentive fee net investment income is computed on income that may include interest that is accrued but not yet received in cash, but payment is made on such accrual only once corresponding income is received in cash. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, which would result in the reversal of any previously accrued and unpaid incentive fees. On April 6, 2022, our Board and the independent directors approved the amendment to the Investment Management Agreement (the “Amendment”) to eliminate $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 from the calculation of the Capital Gains Incentive Fee and reset the Capital Gains Commencement Date (as defined below) and the mandatory deferral commencement date, effectively resetting the incentive fee total return hurdle, which was subsequently approved by our stockholders on August 1, 2022.

The Investment Management Agreement renews for successive annual periods if approved by our Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. However, we and GECM each have the right to terminate the agreement without penalty upon 60 days’ written notice to the other party. Moreover, conflicts of interest may arise if GECM seeks to change the terms of the Investment Management Agreement, including, for example, the terms for compensation. Except in limited circumstances, any material change to the Investment Management Agreement must be submitted to our stockholders for approval under the Investment Company Act, and we may from time to time decide it is appropriate to seek stockholder approval to change the terms of the agreement.

Pursuant to the Administration Agreement, we pay GECM our allocable portion of overhead and other expenses incurred by GECM in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.

We and GECM have adopted compliance policies and procedures that are reasonably designed to address the various conflicts of interest that may arise in good faith. As a result of the arrangements described above, there may be times when our management team has interests that differ from those of our stockholders, giving rise to a conflict.

Our stockholders may have conflicting investment, tax and other objectives with respect to their investments in us. The conflicting interests of individual stockholders may relate to or arise from, among other things, the nature of our investments, the structure or the acquisition of our investments, and the timing of disposition of our investments. As a consequence, conflicts of interest may arise in connection with decisions we make, including with respect to the nature or structuring of our investments, that may be more beneficial for one stockholder than for another stockholder, especially with respect to stockholders' individual tax situations. In selecting and structuring investments appropriate for us, GECM will consider our investment and tax objectives and our stockholders, as a whole, not the investment, tax or other objectives of any stockholder individually.

Our investment adviser’s liability is limited under the Investment Management Agreement, and we are required to indemnify our investment adviser against certain liabilities, which may lead our investment adviser to act in a riskier manner on our behalf than it would when acting for its own account. GECM has not assumed any responsibility to us other than to render the services described in the Investment Management Agreement, and it will not be responsible for any action of our board of directors in declining to follow GECM’s advice or recommendations. Pursuant to the Investment Management Agreement, GECM, its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other persons affiliated with it will not be liable to us for their acts under the Investment Management Agreement, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect GECM, its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other persons or entities affiliated with it with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of GECM’s duties or obligations under the Investment Management Agreement or otherwise as an investment adviser for us, and not arising out of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the Investment Management Agreement. These protections may lead GECM to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Risks Relating to Our Common Stock

Our common stock price may be volatile and may decrease substantially, and an investor may lose money in connection with an investment in our shares. The trading price of our common stock will likely fluctuate substantially. The price of our common stock may increase or decrease, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

• price and volume fluctuations in the overall stock market from time to time;

• investor demand for our shares;

• significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;

• exclusion of our common stock from certain indices, such as the Russell 2000 Financial Services Index, which could reduce the ability of certain investment funds to own our common stock and put short‑term selling pressure on our common stock;

• changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs or BDCs;

• failure to qualify as a RIC, or the loss of RIC status;

• changes in market interest rates and decline in the prices of debt;

• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

• changes, or perceived changes, in the value of our portfolio investments;

• departures of GECM’s key personnel;

• uncertainty surrounding the strength of the U.S. economy;

• uncertainty between the U.S. and other countries with respect to trade policies, treaties, and tariffs;

• uncertainty regarding U.S. immigration and work permit policies;

• an increase in negative global media coverage relating to the private credit industry;

• operating performance of companies comparable to GECC; or

• general economic conditions and trends and other external factors.

In addition, sales of a substantial number of shares of our common stock in the public market, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. If the price of shares of our common stock decreases for any of these or other reasons, an investor may lose money if he were to sell his shares of our common stock.

In addition, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of the price of our securities, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Provisions of the Maryland General Corporation Law and our organizational documents could deter takeover attempts and have an adverse impact on the prices of our common stock. The Maryland General Corporation Law and our organizational documents contain provisions that may discourage, delay or make more difficult a change in control of GECC or the removal of our directors. Our Board has adopted a resolution that any business combination between us and any other person is exempted from the provisions of the Maryland Business Combination Act, provided that the business combination is first approved by our Board, including a majority of the directors who are not interested persons as defined in the Investment Company Act. This resolution may be altered or repealed in whole or in part at any time; however, our Board will adopt resolutions so as to make us subject to the provisions of the Maryland Business Combination Act only if our Board determines that it would be in our best interests and if the SEC staff does not object to our determination that GECC being subject to the Business Combination Act does not conflict with the Investment Company Act. If this resolution is repealed, or the Board does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Our Board could amend our bylaws to repeal our current exemption from the Maryland Control Share Acquisition Act. The Maryland Control Share Acquisition Act also may make it more difficult for a third party to obtain control of GECC and increase the difficulty of consummating such a transaction.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors or officers or other employees to us or to our stockholders, (c) any action asserting a claim against us or any of our directors or officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (d) any action asserting a claim against us or any of our directors or officers or other employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our common stock shall be deemed to have notice of and to have consented and waived any objection to this exclusive forum provision of our bylaws, as the same may be amended from time to time. Our board of directors, without stockholder approval, adopted this exclusive forum provision so that we can respond to such litigation more efficiently, reduce the costs associated with our responses to such litigation, particularly litigation that might

otherwise be brought in multiple forums, and make it less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements. However, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that such stockholder believes is favorable for disputes with us or our directors, officers or other employees, if any, and may discourage lawsuits against us and our directors, officers or other employees, if any. We believe the risk of a court declining to enforce this exclusive forum provision is remote, as the General Assembly of Maryland has specifically amended the MGCL to authorize the adoption of such provision. However, if a court were to find such provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings notwithstanding that the MGCL expressly provides that the charter or bylaws of a Maryland corporation may require that any claim of the sort mentioned above be brought in courts sitting in one or more specified jurisdictions, we may incur additional costs that we do not currently anticipate associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Our Board is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners. Under the Maryland General Corporation Law and our organizational documents, our Board is authorized to classify and reclassify any authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to issuance of shares of each class or series, our Board is required by Maryland law and our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, our Board could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve premium prices for holders of our common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by our common stockholders. Certain matters under the Investment Company Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote as a separate class from the holders of common stock on a proposal to cease operations as a BDC. In addition, the Investment Company Act provides that holders of preferred stock are entitled to vote separately from holders of common stock to elect two preferred stock directors. The issuance of preferred stock convertible into shares of common stock may also reduce the net income and NAV per share of our common stock upon conversion. These effects, among others, could have an adverse effect on an investment in our common stock.

Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their NAV. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their NAV. This characteristic of closed-end investment companies is separate and distinct from the risk that our NAV per share of common stock may decline. It is not possible to accurately predict whether any shares of our common stock will trade at, above, or below NAV. In the recent past, the stocks of BDCs as an industry, including at times shares of our common stock, have traded at a discount to NAV, which at times, has been significant.

When our common stock is trading below its NAV per share, we will generally not be able to issue additional shares of our common stock at its market price without first obtaining approval for such issuance from our stockholders and our independent directors. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV per share of our common stock if our Board determines that such sale is in the best interests of GECC and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, equals the fair value of such securities (less any distributing commission or discount calculated). If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage of our existing stockholders’ ownership at that time will decrease, and they may experience dilution.

Our stockholders may not receive distributions or our distributions may not grow over time and a portion of our distributions may be a return of capital. We intend to make distributions to our stockholders out of assets legally available for distribution (i.e., not subject to any legal restrictions under Maryland law on the distribution thereof). We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this document. Due to the asset coverage test applicable to us under the Investment Company Act as a BDC, we may be limited in our ability to make distributions. In addition, pursuant to covenants in the indentures governing our outstanding debt securities, we have agreed to only make distributions to our stockholders when our asset coverage is at least equal to 150%, as set forth in the Investment Company Act, subject to certain exceptions.

When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of an investor’s basis in our stock and, assuming that an investor holds our stock as a capital asset, thereafter as a capital gain. Stockholders who periodically receive the payment of a distribution consisting of a return of capital may be under the impression that they are receiving net profits when they are not. Stockholders should not assume that the source of a distribution from us is net profit.

We currently intend to distribute realized net capital gains (i.e., net long term capital gains in excess of short term capital losses), if any, at least annually, though we may in the future decide to retain such capital gains for investment and elect to treat such gains as deemed distributions to our stockholders. If this happens, you will be treated as if you had received an actual distribution of the capital gains we retain and reinvested the net after tax proceeds in GECC. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you.

Our current intention is to make any distributions in additional shares of our common stock under our dividend reinvestment plan out of assets legally available therefor, unless you elect to receive your distributions and/or long-term capital gains distributions in cash. If you hold shares in the name of a broker or financial intermediary, you should contact the broker or financial intermediary regarding your election to receive distributions in cash.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

Stockholders may experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan. All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who receive distributions in shares of common stock may experience accretion to the NAV of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to a stockholder.

Existing stockholders may incur dilution if, in the future, we sell shares of our common stock in one or more offerings at prices below the then current NAV per share of our common stock. The Investment Company Act prohibits us from selling shares of our common stock at a price below the current NAV per share of such stock, with certain exceptions. Our shares might trade at premiums that are unsustainable or at discounts from NAV.

Shares of BDCs like us may, during some periods, trade at prices higher than their NAV per share and, during other periods, as frequently occurs with closed-end investment companies, trade at prices lower than their NAV per share. The perceived value of our investment portfolio may be affected by a number of factors including perceived prospects for individual companies we invest in, market conditions for common stock generally, for initial public offerings and other exit events for venture capital backed companies, and the mix of companies in our investment portfolio over time. Negative or unforeseen developments affecting the perceived value of companies in our investment portfolio could result in a decline in the trading price of our common stock relative to our NAV per share.

The possibility that our shares will trade at a discount from NAV or at premiums that are unsustainable are risks separate and distinct from the risk that our NAV per share will decrease. The risk of purchasing shares of a BDC that might trade at a discount or unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon increases or decreases in NAV per share.

If we were to sell shares of our common stock below its then current NAV per share, such sales would result in an immediate dilution to the NAV per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current NAV per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition, if we issue warrants or securities to subscribe for, or that are convertible into, shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than NAV per share at the time of exercise or conversion (including through the operation of anti-dilution protections). Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the NAV per share at the time of exercise or conversion. This dilution would include reduction in NAV per share as a result of the proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.

Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which could dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may harm the value of our common stock. We have in the past increased our capital resources through debt and equity offerings. In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock, subject to the restrictions of the Investment Company Act. Upon a liquidation of our company, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings by us may dilute the holdings of our existing stockholders or reduce the value of our common stock, or both. Any preferred stock we may issue would have a preference on distributions that could limit our ability to make distributions to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us. In addition, proceeds from a sale of common stock will likely be used to increase our total assets or to pay down our borrowings, among other uses. This would increase our asset coverage ratio and permit us to incur additional leverage under rules pertaining to BDCs by increasing our borrowings or issuing senior securities such as preferred stock or additional debt securities.

Risks Relating to Indebtedness

We may borrow additional money, which would magnify the potential for loss on amounts invested and may increase the risk of investing with us. We have existing indebtedness and may in the future borrow additional money, including borrowings under the Loan, Guarantee and Security Agreement, as amended (the “Loan Agreement”) , dated as of May 5, 2021, with City National Bank (“CNB”), each of which magnifies the potential for loss on amounts invested and may increase the risk of investing with us. Although the terms of some of the agreements governing our existing indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial and could be secured. Our ability to service our existing and potential future debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we could employ at any particular time will depend on GECM’s and our Board’s assessment of market and other factors at the time of any proposed borrowing.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. Holders of such debt securities would have fixed dollar claims on our assets that would be superior to the claims of our common stockholders or any preferred stockholders.

If the value of our assets decreases while we have debt outstanding, leveraging would cause our NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income while we have debt outstanding would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock distributions. We cannot assure you that our leveraging strategy will be successful.

Illustration. The following tables illustrate the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The first table assumes the actual amount of senior securities outstanding as of December 31, 2025. The second table assumes the maximum amount of senior securities outstanding as permitted under our asset coverage ratio of 150%. The calculations in the tables below are hypothetical and actual returns may be higher or lower than those appearing below.

Table 1

Assumed Return on Our Portfolio(1) (2)<br>(net of expenses)	(10.0)%	(5.0)%	0.0%	5.0%	10.0%
Corresponding net return to common stockholder	(15.00)%	(10.00)%	(5.00)%	—	5.00%

• Assumes $298.3 million in total portfolio assets, excluding short term investments, $194.4 million in senior securities outstanding, $112.9 million in net assets, and an average cost of funds of 7.67%. Actual interest payments may be different.
• In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our December 31, 2025 total portfolio assets of at least 5.00%.

Table 2

Assumed Return on Our Portfolio(1) (2)<br>(net of expenses)	(10.0)%	(5.0)%	0.0%	5.0%	10.0%
Corresponding net return to common stockholder	(15.26)%	(10.26)%	(5.26)%	(0.26)%	4.74%

• Assumes $329.8 million in total portfolio assets, excluding short term investments, $225.9 million in senior securities outstanding, $112.9 million in net assets, and an average cost of funds of 7.67%. Actual interest payments may be different.
• In order for us to cover our annual interest payments on indebtedness, we must achieve annual returns on our December 31, 2025 total portfolio assets of at least 5.26%.

Incurring additional indebtedness could increase the risk in investing in our Company. In 2018, our stockholders approved of the reduction of our required minimum asset coverage ratio from 200% to 150%, permitting us to incur additional leverage. The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities.

As of December 31, 2025, we had approximately $194.4 million of total outstanding indebtedness in the aggregate under four series of senior securities (unsecured notes)—the GECCO Notes, the GECCG Notes, the GECCI Notes and the GECCH Notes (each as defined herein)—and our asset coverage ratio was 158.1%.

On May 5, 2021, we entered into the Loan Agreement, which provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base). On August 13, 2025, we amended the Loan Agreement to increase the commitment of the revolving line of credit to up to $50 million (subject to a borrowing base). We may request to increase the revolving line in an aggregate amount not to exceed $40 million (up to a revolving line of $90 million), subject to the sole discretion of CNB. As of December 31, 2025, there were no borrowings outstanding under the Loan Agreement.

If we are unable to meet the financial obligations under any of the Loan Agreement or any series of our outstanding unsecured notes, the holders of such indebtedness would have a superior claim to our assets over our common stockholders, and the lenders or noteholders may seek to recover against our assets in the event of a default by us. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions with respect to our common stock. Our ability to service any debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Moreover, as the base management fee payable to GECM, our investment advisor, is payable based on the average value of our total assets, including those assets acquired through the use of leverage, GECM will have a financial incentive to incur leverage, which may not be consistent with our stockholders’ interests. In addition, our common stockholders bear the burden of any increase in our fees or expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to GECM.

If our asset coverage ratio falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage ratio applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount of leverage that we employ will depend on GECM’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us.

Incurring additional leverage may magnify our exposure to risks associated with changes in interest rates, including fluctuations in interest rates which could adversely affect our profitability. If we incur additional leverage, general interest rate fluctuations may have a more significant negative impact on our financial condition and results of operations than they would have absent such additional incurrence, and, accordingly, may have a material adverse effect on our investment objectives and rate of return on investment capital. A portion of our income will depend upon the difference between the rate at which we borrow funds and the interest rate on the debt securities in which we invest. Because we may borrow money to make investments and may issue debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities, preferred stock or other securities and the rate at which we invest these borrowed funds.

We expect that a majority of our investments in debt will continue to be at floating rates with a floor. As a result, significant increase in market interest rates could result in an increase in our non-performing assets and a decrease in the value of our portfolio because our floating-rate loan portfolio companies may be unable to meet higher payment obligations. In periods of rising interest rates, our cost of funds would increase, resulting in a decrease in our net investment income. Incurring additional leverage will magnify the impact of an increase to our cost of funds. In addition, a decrease in interest rates may reduce net income, because new investments may be made at lower rates despite the increased demand for our capital that the decrease in interest rates may produce. To the extent our additional borrowings are in fixed-rate instruments, we may be required to invest in higher-yield securities in order to cover our interest expense and maintain our current level of return to stockholders, which may increase the risk of an investment in our securities.

The Loan Agreement contains various covenants that may limit our ability to react to changes in the economy or, if not complied with, could accelerate repayment under the Loan Agreement should we borrow under such agreement, thereby materially and adversely affecting our liquidity, financial condition and results of operations. The Loan Agreement requires us to comply with certain financial and operational covenants. In particular, the Loan Agreement contains covenants that limit, among other restrictions, our ability to sell assets, incur additional indebtedness, including secured indebtedness, make investments, pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted payment, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, and enter into transactions with our affiliates. We are also required to comply with certain financial covenants relating to our net assets and asset coverage.

These, and any similar provisions in any future indebtedness, could limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; make it more difficult for us to satisfy our obligations with respect to our indebtedness; require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness, thereby reducing funds available to us for other purposes; limit our flexibility in planning for, or reacting to, changes in our operations or business; make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; or make us more vulnerable to downturns in our business, our industry or the economy.

As of the date hereof, we are in compliance in all material respects with the covenants of the Loan Agreement. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. For example, depending on the condition of the public debt and equity markets and pricing levels, unrealized depreciation in our portfolio may increase in the future. Any such increase could result in our inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of stockholders’ equity.

Accordingly, although we believe we will continue to be in compliance, there are no assurances that we will continue to comply with the covenants in the Loan Agreement. Failure to comply with these covenants could result in a default under the Loan Agreement that, if we were unable to obtain a waiver from the lenders, such lenders could accelerate repayment under such indebtedness and thereby have a material adverse impact on our business, financial condition and results of operations.

We may not be able to generate sufficient cash to service all of our indebtedness and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful. Our ability to satisfy our debt obligations depends upon, among other things:

• our future financial and operating performance, which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control;
• our future ability to refinance or restructure our debt obligations, which depends on, among other things, the condition of capital markets, our financial condition and the terms of existing or future debt agreements; and
• our future ability to borrow under the Loan Agreement, the availability of which depends on, among other things, our compliance with the covenants contained therein.

We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under the Loan Agreement or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our indebtedness. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

If we cannot make scheduled payments on our indebtedness, we will be in default and holders of such indebtedness could declare all outstanding principal and interest to be due and payable, terminate any commitments to loan money, our secured lenders (including the lenders under the Loan Agreement) could foreclose against the assets securing their loans and we could be forced into bankruptcy or liquidation.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Processes and Risk Assessment

We rely on the cybersecurity program implemented by GECM. In order to assess, identify and manage material risks from cybersecurity threats, GECM has implemented a cybersecurity program, which is focused on (i) protecting the confidentiality of business, client, fund investor and employee information; (ii) maintaining the security and availability of its systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and its responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties.

GECM has implemented an information security policy governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and employee information that it stores or processes and the maintenance of critical services and systems. This program is based on recognized industry standards that we use to help us identify, assess and manage cybersecurity risks and is supported by both management and our Board. These processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks. GECM's policies and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, spam and phishing email filtering, and transmission of data over private networks. GECM’s processes and systems aim to prevent or mitigate two main types of cybersecurity risk: (1) cybersecurity risks associated with its physical and digital devices and infrastructure, and (2) cybersecurity risks associated with third parties, such as people and organizations who have access to its devices, infrastructure or confidential or sensitive information.

As a part of its cybersecurity program, GECM's cybersecurity processes and systems are reviewed and assessed by third parties. These third parties assess and report on GECM’s compliance with applicable laws and regulations and its internal incident response preparedness, including benchmarking to best practices and industry frameworks. These third parties also help identify areas for continued focus and improvement. Penetration testing of its network, including critical systems and systems that store confidential or sensitive information, is conducted at least annually with third-party consultants and vulnerabilities are reviewed by Great Elm's Information Technology & Security Committee (“IT Committee”), comprised of GECM's Chief Operating Officer and other members of Company management as well as its third-party IT consultant. In order to oversee and identify risks from cybersecurity threats associated with its use of large vendors and material third parties who will have access to sensitive data or client systems and facilities, GECM requires third parties to adhere to GECM's cybersecurity requirements prior to accessing such data. In addition, GECM performs periodic reviews of its critical vendors with the assistance of a third-party consultant to identify and assess the vendors’ security posture to reduce risk to the Company.

GECM also provides its employees with cybersecurity awareness training at onboarding and semiannually, as well as interim security reminders and alerts. GECM’s third-party consultants conduct regular phishing tests and provide additional training as appropriate.

In May 2024, the SEC adopted amendments to Regulation S-P, which, beginning in June 2026, require certain investment companies and SEC-registered investment advisers, including GECC and GECM, to adopt written policies and procedures for incident response programs to address unauthorized access to, or use of, customer information, including providing notice to certain individuals affected by any such incident. With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our and GECM’s policies and systems designed to manage cybersecurity risks and related disclosures.

Governance and Oversight of Cybersecurity Risks

GECM’s cybersecurity program is managed by the IT Committee. The members of the IT Committee collectively have over fifty years of experience helping to oversee the information technology infrastructure and processes at GECM and other asset managers in both operations and IT infrastructure leadership roles. Third-party consultants with specific education and over 25 years’ experience in IT infrastructure and Cybersecurity are utilized to provide additional technical insight and recommendations.. The IT Committee is responsible for supervising and interfacing with providers to implement GECM’s monitoring and alert response processes, vulnerability management, changes made to its critical systems, including software and network changes, and various other technological and administrative safeguards. GECM has also developed an incident response framework to monitor the prevention, detection, mitigation and remediation of cybersecurity events. This framework is managed and implemented by the IT Committee, with support from third-party consultants. The IT Committee alongside the General Counsel and Chief Compliance Officer of GECM are responsible for gathering information with respect to cybersecurity incidents, assessing their severity and determining potential responses, as well as communicating with business leaders and senior management and the Board of Directors, as appropriate. Our Board monitors cybersecurity risk as part of GECM's overall risk management program. Our Board has delegated the primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management to the Audit Committee, which includes oversight of risks related to cybersecurity threats. The Audit Committee and the Board, as appropriate, are informed about risks related to cybersecurity threats through periodic reports from GECM's Chief Operating Officer. Such reporting includes updates on GECM’s cybersecurity program, the external threat environment, and GECM’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include updates on GECM’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents, where applicable.

Impact of Cybersecurity Risks

As of the filing of this Form 10-K, we are not aware of any cyber-attacks that have occurred that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. We acknowledge that we cannot eliminate all security risks within our organization, and we cannot guarantee that any undetected cybersecurity incidents have not occurred. For additional information about these risks, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Item 2. Properties.

Our executive offices are located at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 and are provided by GECM in accordance with the terms of the Administration Agreement.

Item 3. Legal Proceedings.

A description of our legal proceedings is included in Note 7 of the financial statements for the year ended December 31, 2025.

Item 4. Mine Safety Disclosures.

Not applicable.

Our common stock is traded on the NASDAQ Global Market (“Nasdaq”) under the symbol “GECC.” During the last two fiscal years, our common stock has generally traded below NAV. During the last two fiscal years, using the high and low sales prices within each fiscal quarter compared to the NAV at such quarter end, our common stock has traded as high as 26.0% premium and as low as a 40.0% discount to NAV. It is not possible to predict whether our common stock will trade at, above or below NAV. See "Item 1A. Risk Factors - Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their NAV."

			Closing Sales Price(1)				Premium (Discount) of High Sales Price			Premium (Discount) of Low Sales Price			Distributions
	NAV		High		Low		to NAV(1)(2)			to NAV(1)(2)			Declared(3)
Fiscal year ending December 31, 2026
First Quarter (through February 23, 2026)	N/A		$	7.31	$	6.27	--			--			--
Fiscal year ending December 31, 2025
Fourth Quarter	$	8.07	$	8.98	$	6.66		11.3	%		(17.5	)%	$	0.37
Third Quarter		10.01		11.45		10.02		14.4	%		0.1	%		0.37
Second Quarter		12.10		11.11		9.20		(8.2	)%		(24.0	)%		0.37
First Quarter		11.46		11.34		10.02		(1.0	)%		(12.6	)%		0.37
Fiscal year ending December 31, 2024
Fourth Quarter	$	11.79	$	10.99	$	9.68		(6.8	)%		(17.9	)%	$	0.40
Third Quarter		12.04		10.90		9.66		(9.5	)%		(19.8	)%		0.35
Second Quarter		12.06		10.91		10.07		(9.5	)%		(16.5	)%		0.35
First Quarter		12.57		11.10		10.22		(11.7	)%		(18.7	)%		0.35

• NAV per share is determined as of the last day in the relevant quarter and therefore does not necessarily reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.
• Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.
• We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash distribution, our stockholders who have not opted out of our dividend reinvestment plan will have their cash distributions (net of any applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions.

Distributions

We offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the Investment Company Act or if distributions are limited by the terms of any of our borrowings.

To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax-free return of capital to our stockholders. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our taxable ordinary income or capital gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our taxable ordinary income or capital gains.

During the year ended December 31, 2025, our distributions were made from distributable earnings. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions in the future. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the Investment Company Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable regulated investment company tax treatment.

The following table summarizes our distributions declared for record dates since January 1, 2024:

Record Date	Payment Date	Distribution Per Share Declared
March 15, 2024	March 29, 2024	$	0.35
June 14, 2024	June 30, 2024	$	0.35
September 16, 2024	September 30, 2024	$	0.35
December 16, 2024	December 31, 2024	$	0.35
December 31, 2024	January 15, 2025	$	0.05
March 17, 2025	March 31, 2025	$	0.37
June 16, 2025	June 30, 2025	$	0.37
September 16, 2025	September 30, 2025	$	0.37
December 15, 2025	December 31, 2025	$	0.37
March 16, 2026	March 31, 2026	$	0.30

Performance Graph

This graph compares the return on our common stock with that of the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the Nasdaq Financial 100 Index, for the period from December 31, 2020, the last trading day before the fifth preceding fiscal year, through December 31, 2025. The graph assumes that, on December 31, 2020, a person invested $10,000 in each of the S&P 500 Index and the Nasdaq Financial 100 Index, and our common stock at the last day of trading. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are reinvested in like securities.

The graph and other information furnished under this Item 5 shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in the above graph is not necessarily indicative of future stock price performance, and the graph does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the sale of fund shares.

Purchases of Equity Securities

None.

Financial Highlights

Below presents the schedule of financial highlights of the Company, which have been derived from the financial statements of the Company, except as noted within the footnotes to the schedule.

																												November 3, 2016 (Commencement of Operations) to
	For the Year Ended December 31,																											December 31,
	2025			2024			2023			2022			2021			2020			2019			2018			2017			2016(6)(7)
Per Share Data:(1)
Net asset value, beginning of period	$	11.79		$	12.99		$	11.16		$	16.63		$	20.74		$	51.81		$	62.02		$	74.51		$	81.14		$	86.46
Net investment income		1.40			1.27			1.65			1.67			3.02			3.22			6.40			8.64			9.05			1.61
Net realized gains (loss)		(0.45	)		0.19			(0.62	)		(20.16	)		(2.37	)		(4.39	)		0.76			1.36			1.87			(2.07	)
Net change in unrealized appreciation (depreciation)		(3.52	)		(1.10	)		2.30			16.00			(3.17	)		(13.24	)		(11.58	)		(15.07	)		(12.34	)		(7.88	)
Net increase (decrease) in net assets resulting from operations		(2.57	)		0.36			3.33			(2.49	)		(2.52	)		(14.41	)		(4.42	)		(5.07	)		(1.42	)		(8.34	)
Issuance of common stock		0.33			(0.11	)		-			(1.03	)		0.81			(10.66	)		-			-			-			-
Accretion from share buybacks		-			-			-			-			-			-			0.51			-			1.99			4.04
Distributions declared from net investment income(2)		(1.48	)		(1.45	)		(1.50	)		(1.95	)		(2.40	)		(6.00	)		(6.30	)		(7.42	)		(7.20	)		(1.02	)
Net increase (decrease) resulting from transactions with common stockholders		(1.15	)		(1.56	)		(1.50	)		(2.98	)		(1.59	)		(16.66	)		(5.79	)		(7.42	)		(5.21	)		3.02
Net asset value, end of period	$	8.07		$	11.79		$	12.99		$	11.16		$	16.63		$	20.74		$	51.81		$	62.02		$	74.51		$	81.14
Per share market value, end of period	$	7.05		$	10.99		$	10.65		$	8.29		$	18.48		$	21.60		$	46.68		$	47.10		$	59.04		$	70.02
Shares outstanding, end of period		13,998,168			11,544,415			7,601,958			7,601,958			4,484,278			3,838,242			1,677,114			1,775,400			1,775,400			2,131,813
Total return based on net asset value(3)		(21.03	)%		2.14	%		30.98	%		(22.17	)%		(8.03	)%		(49.51	)%		(4.64	)%		(7.31	)%		0.69	%		(5.30	)%
Total return based on market value(3)		(24.98	)%		17.87	%		50.53	%		(46.53	)%		(1.27	)%		(39.98	)%		15.17	%		(8.35	)%		(5.56	)%		(2.03	)%
Ratio/Supplemental Data:
Net assets, end of period	$	112,946		$	136,113		$	98,739		$	84,809		$	74,556		$	79,615		$	86,889		$	110,116		$	132,287		$	172,984
Ratio of total expenses to average net assets before waiver (4),(5)		24.18	%		22.11	%		24.92	%		22.14	%		14.69	%		25.84	%		16.46	%		9.96	%		7.87	%		10.27	%	(5)(7)
Ratio of total expenses to average net assets after waiver (4),(5)		24.18	%		22.11	%		24.92	%		16.43	%		14.69	%		25.84	%		16.46	%		9.96	%		8.00	%		9.99	%	(5)(7)
Ratio of incentive fees to average net assets(4)		2.77	%		2.12	%		3.35	%		0.66	%		(4.91	)%		1.68	%		2.80	%		0.13	%		2.89	%		3.04	%	(5)
Ratio of net investment income to average net assets(4),(5)		12.82	%		10.24	%		13.42	%		12.30	%		14.02	%		11.77	%		11.18	%		12.30	%		11.56	%		10.52	%	(5)(7)
Portfolio turnover		49	%		86	%		98	%		53	%		66	%		64	%		81	%		67	%		116	%		27	%

• The per share data was derived by using the weighted average shares outstanding during the period, except where such calculations deviate from those specified under the instructions to Form N-2. Per share data and shares outstanding have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retrospective basis.

• The per share data for distributions declared reflects the actual amount of distributions of record per share for the period.

• Total return based on net asset value is calculated as the change in net asset value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return based on market value is calculated as the change in market value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return does not include any estimate of a sales load or commission paid to acquire shares. For the period ended December 31, 2016, total return based on net asset value is calculated as the change in net asset value per share from November 4, 2016 through December 31, 2016, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return based on market value is calculated as the change in market value per share from November 4, 2016 through December 31, 2016, assuming the Company’s distributions were reinvested through its dividend reinvestment plan, and is assumed to be $12.03 on November 4, 2016. $12.03 represents the closing price of the common stock of Full Circle Capital Corporation, a Maryland corporation ("Full Circle"), on its last day of trading prior to the stock-for-stock merger of Full Circle with and into GECC, as adjusted by the exchange ratio in the Agreement and Plan of Merger, dated June 23, 2016 between Full Circle and GECC.

• Average net assets used in ratio calculations are calculated using monthly ending net assets for the period presented. For the years ending December 31, 2025, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and the period ended December 31, 2016 average net assets were $135,111, $121,555, $93,441, $85,029, $87,975, $60,884, $97,791, $124,668, $151,986, and $179,366, respectively.

• Annualized for periods of less than one year.

• Net asset value at the beginning of the period is the net asset value per share as of the consummation of the Merger, as adjusted for the reverse stock split noted in footnote (1). Management corrected this heading to correspond to the timing of the Merger. The heading was corrected to read “November 3, 2016 to December 31, 2016,” whereas it had previously been presented as “November 4, 2016 (commencement of operations) to December 31, 2016.” November 3, 2016 is the date on which the Merger closed; November 4, 2016 is the date on which the Company began operating as the combined entity resulting from the Merger. On November 3, 2016, the Company recognized approximately $3,444 of organization costs in connection with the Merger, which were included in calculating the beginning of the period net asset value, and amounted to $(1.60) per share, based on 2,148,184 shares issued and outstanding on November 3, 2016. Per share amount and shares issued and outstanding on November 3, 2016 have been retrospectively adjusted to reflect the six-for-one reverse stock split effected on February 28, 2022, as described in Note 2 of the notes to the financial statements.

• Management corrected the expense ratios to reflect $3,444 of one-time non-recurring organization costs incurred in connection with the merger/formation transaction in the applicable ratio. The ratio of expenses (without management fees, incentive fees and interest and credit facility expenses) to average net assets was corrected to 4.37% (an increase of 1.92 percentage points); the ratio of total expenses to average net assets before waiver was corrected to 10.27% (an increase of 1.92 percentage points), the ratio of total expenses to average net assets after waiver was corrected to 9.99% (an increase of 1.92 percentage points); and the ratio of net investment income to average net assets was corrected to 10.52% (a reduction of 1.92 percentage points).

Fees and Expenses

The following table is intended to assist you in understanding the fees and expenses that an investor in our common stock will bear, directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Form 10-K contains a reference to fees or expenses, paid by “us” or that “we” we will pay fees or expenses our stockholders will indirectly bear such fees or expenses as investors in us.

Stockholder transaction expenses (as a percentage of offering price):
Sales load	-			(1)
Offering expenses	-			(2)
Dividend reinvestment plan expenses	-			(3)
Total stockholder transaction expenses	-
Annual expenses (as a percentage of net assets attributable to common stock):
Base management fee		4.42	%	(4)
Incentive fee		3.31	%	(5)
Interest payments on borrowed funds		16.30	%	(6)
Acquired fund fees and expenses		0.98	%	(7)
Other expenses		4.39	%	(8)
Total annual expenses		29.39	%

• In the event that shares of our common stock are sold to or through underwriters, the applicable prospectus or prospectus supplement will disclose the applicable sales load (underwriting discount or commission). Purchases of shares of our common stock on the secondary market are not subject to sales charges but may be subject to brokerage commissions or other charges. The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of our common stock.

• The applicable prospectus or prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.

• The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash distribution, our stockholders who have not opted out of our dividend reinvestment plan will have their cash distributions (net of any applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving the cash distributions. The plan administrator’s fees under the plan will be paid by us. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the common stock held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a transaction fee of $15 plus a per share brokerage commission from the proceeds.

• We are externally managed by GECM and our base management fee is calculated at an annual rate of 1.50% based on the average value of our total assets (other than cash or cash equivalents, but including assets purchased with borrowed funds or other forms of leverage). Consequently, if we have borrowings outstanding, the base management fee as a percentage of net assets attributable to common shares would be higher than if we did not utilize leverage.

• See “Item 1. Business — Management and Incentive Fees.”

• Assumes borrowings representing approximately 143.9% of our average net assets at an average annual interest rate of 7.67%. The amount of leverage that we may employ at any particular time will depend on, among other things, our Board’s and GECM’s assessment of market and other factors at the time of any proposed borrowing.

• Acquired fund fees and expenses represent our estimated indirect expenses incurred due to investments in other investment companies and private funds. The impact of acquired fund fees and expenses is included in the total returns of the Company. Acquired fund fees and expenses are not direct costs of the Company.

• Other expenses include expenses incurred under the Administration Agreement as well as director fees, custody fees, professional services fees, insurance and shareholder servicing costs. The percentage presented in the table reflects an estimate based on actual amounts incurred during the year ended December 31, 2025.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above, except for the Incentive Fee based on income. Transaction expenses are not included in the following example.

	1 year		3 years		5 years		10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (assumes no return from net realized capital gains) (none of which is subject to the capital gains incentive fee)	$	233	$	563	$	768	$	1,003
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the capital gains incentive fee)	$	241	$	575	$	778	$	1,001

This example should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. The amounts included in the table above for “Other expenses” represent our estimates for the fiscal year ending December 31, 2025.

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Management Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. Under the Investment Management Agreement, no incentive fee would be payable if we have a 5% annual return. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. The example assumes that all dividends and other distributions are reinvested at NAV. Under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section of this Form 10-K generally discusses 2025 and 2024 items and year to year comparisons between 2025 and 2024. For the discussion of 2024 compared to 2023, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the financial statements and notes thereto in Part II, Item 8 of this Form 10-K, “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

Overview

We are a BDC that seeks to generate both current income and capital appreciation through debt and income-generating equity investments, including investments in specialty finance businesses. To achieve our investment objective, we invest in secured and senior secured debt instruments of middle market companies, as well as income-generating equity investments in specialty finance companies, that we believe offer sufficient downside protection and have the potential to generate attractive returns. In addition, we invest in collateralized loan obligation (“CLO”) securities and related warehouse facilities. We generally define middle market companies as companies with enterprise values between $100 million and $2 billion. We also make investments throughout other portions of a company’s capital structure, including subordinated debt, mezzanine debt, and equity or equity-linked securities. We source these transactions directly with issuers and in the secondary markets through relationships with industry professionals. On April 23, 2024, we contributed investments in certain CLOs and formed a joint venture, the CLO Formation JV, LLC (the “CLO JV”) to facilitate the creation of CLOs. The CLO JV invests primarily in the subordinated note securities in CLOs (colloquially referred to as “CLO equity”), as well as loan accumulation facilities (colloquially referred to as “CLO warehouses”). CLO subordinated note securities are entitled to recurring distributions which are generally equal to the residual cash flow of payments received from underlying securities after contractual payments to more senior CLO mezzanine debt holders and fund expenses.

On September 1, 2023, we contributed investments in certain of our operating company subsidiaries and other specialty finance assets to our formerly wholly owned subsidiary, GESF in exchange for equity and subordinated indebtedness in GESF. In connection with this contribution, a strategic investor purchased approximately 12.5% of the equity interests and subordinated indebtedness in GESF. Through its subsidiaries, GESF provides a variety of financing options along a “continuum of lending” to middle-market borrowers including, receivables factoring, asset-based and asset-backed lending, lender finance, and equipment financing. GESF expects to generate both revenue and cost synergies across its specialty finance company subsidiaries.

On September 27, 2016, we and GECM, our external investment manager, entered into the Investment Management Agreement and the Administration Agreement, and we began to accrue obligations to our external investment manager. On August 1, 2022, upon receiving our stockholders’ approval, we and GECM entered into the Amendment to reset the Capital Gains Incentive Fee to begin on April 1, 2022, which eliminated $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 in calculating future incentive fees. In addition, the Income Incentive Fee was amended to reset the mandatory deferral commencement date used in calculating deferred incentive fees to April 1, 2022. The Investment Management Agreement renews for successive annual periods, subject to requisite approvals from our Board and/or stockholders.

We have elected to be treated as a RIC for U.S. federal income tax purposes. As a RIC, we will not be taxed on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. To qualify as a RIC, we must, among other things, meet source-of-income and asset diversification requirements and annually distribute to our stockholders generally at least 90% of our investment company taxable income on a timely basis. If we qualify as a RIC, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including, among others, the amount of debt and equity capital available from other sources to middle-market companies, the level of merger and acquisition activity, pricing in the high yield and leveraged loan credit markets, our expectations of future investment opportunities, the general economic environment as well as the competitive environment for the types of investments we make.

As a BDC, our investments and the composition of our portfolio are required to comply with regulatory requirements. See “The Company—Regulation as a Business Development Company” and “The Company—Certain U.S. Federal Income Tax Matters.”

Revenues

We generate revenue primarily from interest on the debt investments that we hold. We may also generate revenue from dividends on the equity investments that we hold, capital gains on the disposition of investments, and lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Our debt investments generally pay interest quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment-related income.

Expenses

Our primary operating expenses include the payment of a base management fee, administration fees (including the allocable portion of overhead under the Administration Agreement), and, depending on our operating results, an incentive fee. The base management fee and incentive fee remunerates GECM for work in identifying, evaluating, negotiating, closing and monitoring our investments. The Administration Agreement provides for reimbursement of costs and expenses incurred for office space rental, office equipment and utilities allocable to us under the Administration Agreement, as well as certain costs and expenses incurred relating to non-investment advisory, administrative or operating services provided by GECM or its affiliates to us. We also bear all other costs and expenses of our operations and transactions. In addition, our expenses include interest on our outstanding indebtedness.

Critical Accounting Policies and Estimates

Valuation of Portfolio Investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our Board. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of us; (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary); (3) are able to transact for the asset; and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, are valued at fair value using a valuation process consistent with our Board-approved policy.

GECM, as the Board's valuation designee, approves in good faith the valuation of our portfolio as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may impact the market quotations used to value some of our investments.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples, security covenants, call protection provisions, information rights and the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, and merger and acquisition comparables; and enterprise values.

We prefer the use of observable inputs and minimize the use of unobservable inputs in our valuation process. Inputs refer broadly to the assumptions that market participants would use in pricing an asset. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset developed based on the best information available in the circumstances.

Both observable and unobservable inputs are subject to some level of uncertainty and assumptions used bear the risk of change in the future. We utilize the best information available to us, including the factors listed above, in preparing the fair valuations. In determining the fair value of any individual investment, we may use multiple inputs or utilize more than one approach to calculate the fair value to assess the sensitivity to change and determine a reasonable range of fair value. In addition, our valuation procedures include an assessment of the current valuation as compared to the previous valuation for each investment and where differences are material understanding the primary drivers of those changes, incorporating updates to our current valuation inputs and approaches as appropriate.

Revenue Recognition

Interest and dividend income, including PIK income, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including OID, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment if such fees are fixed in nature. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, and end-of-term or exit fees that have a contingency feature or are variable in nature are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

We may purchase debt investments at a discount to their face value. Discounts on the acquisition of corporate debt instruments are generally amortized using the effective-interest or constant-yield method, unless there are material questions as to collectability.

We assess the outstanding accrued income receivables for collectability at least quarterly, or more frequently if there is an event that indicates the underlying portfolio company may not be able to make the expected payments. If it is determined that amounts are not likely to be paid we may establish a reserve against or reverse the income and put the investment on non-accrual status.

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation)

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method.

Net change in unrealized appreciation or depreciation reflects the net change in portfolio investment fair values and portfolio investment cost bases during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and Investment Activity

The following is a summary of our investment activity for the years ended December 31, 2025 and 2024:

(in thousands)	Acquisitions(1)		Dispositions(2)			Weighted Average Yield<br>End of Period(3)
Quarter ended March 31, 2024		64,584		(29,289	)		12.84	%
Quarter ended June 30, 2024		121,743		(83,159	)		12.58	%
Quarter ended September 30, 2024		97,633		(62,005	)		12.76	%
Quarter ended December 31, 2024		61,724		(71,123	)		12.37	%
For the Year Ended December 31, 2024	$	345,684	$	(245,576	)
Quarter ended March 31, 2025		48,097		(27,039	)		12.29	%
Quarter ended June 30, 2025		36,589		(50,050	)		12.54	%
Quarter ended September 30, 2025		64,089		(50,385	)		11.52	%
Quarter ended December 31, 2025		29,359		(30,726	)		11.66	%
For the Year Ended December 31, 2025	$	178,134	$	(158,200	)

• Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings and capitalized PIK income. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.
• Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities). Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, were excluded.
• Weighted average yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Debt securities on non-accrual status are included in the calculation and are treated as having 0% as their applicable interest rate for purposes of this calculation, unless such debt securities are valued at zero.

Portfolio Reconciliation

The following is a reconciliation of the investment portfolio for the years ended December 31, 2025 and 2024. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, are excluded from the table below.

(in thousands)	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Beginning Investment Portfolio, at fair value	$	324,262		$	230,612
Portfolio Investments acquired(1)		178,134			345,684
Amortization of premium and accretion of discount, net		2,952			2,437
Portfolio Investments repaid or sold(2)		(158,200	)		(245,576	)
Net change in unrealized appreciation (depreciation) on investments		(43,601	)		(10,771	)
Net realized gain (loss) on investments		(5,279	)		1,876
Ending Investment Portfolio, at fair value	$	298,268		$	324,262

• Includes new investments, additional fundings (inclusive of those on revolving credit facilities), refinancings, and capitalized PIK income.
• Includes scheduled principal payments, prepayments, sales, and repayments (inclusive of those on revolving credit facilities).

Portfolio Classification

The following table shows the fair value of our portfolio of investments by industry as of December 31, 2025 and 2024 (in thousands):

	December 31, 2025					December 31, 2024
Industry	Investments at<br>Fair Value		Percentage of<br>Fair Value			Investments at<br>Fair Value		Percentage of<br>Fair Value
Structured Finance	$	47,899		16.05	%	$	40,089		12.36	%
Specialty Finance		38,462		12.90	%		43,215		13.31	%
Technology		31,550		10.58	%		29,811		9.19	%
Consumer Products		24,174		8.10	%		25,179		7.77	%
Insurance		22,604		7.58	%		22,364		6.90	%
Chemicals		19,359		6.49	%		26,131		8.06	%
Food & Staples		15,908		5.33	%		9,367		2.89	%
Industrial		12,943		4.34	%		12,874		3.97	%
Metals & Mining		10,189		3.42	%		13,071		4.03	%
Consumer Services		10,113		3.39	%		8,681		2.68	%
Credit Fund		10,096		3.38	%		-		-	%
Business Services		8,712		2.92	%		-		-	%
Transportation Equipment Manufacturing		6,316		2.12	%		26,140		8.06	%
Apparel		5,572		1.87	%		4,911		1.51	%
Energy Services		5,393		1.81	%		6,522		2.01	%
Packaging		4,025		1.35	%		-		-	%
Casinos & Gaming		3,865		1.30	%		5,485		1.69	%
Oil & Gas Exploration & Production		3,817		1.28	%		10,436		3.22	%
Marketing Services		3,073		1.03	%		1,416		0.44	%
Restaurants		3,056		1.02	%		3,789		1.17	%
Energy Midstream		2,970		1.00	%		-		-	%
Financial Services		2,834		0.95	%		2,532		0.78	%
Textiles		1,954		0.66	%		1,285		0.40	%
Retail		1,450		0.49	%		3,100		0.96	%
Healthcare		995		0.33	%		-		-	%
Closed-End Fund		899		0.30	%		3,430		1.06	%
Media		40		0.01	%		-		-	%
Aircraft		-		-	%		4,566		1.41	%
Defense		-		-	%		3,999		1.23	%
Internet Media		-		-	%		6,997		2.16	%
Shipping		-		-	%		8,872		2.74	%
Total	$	298,268		100.00	%	$	324,262		100.00	%

Results of Operations

Investment Income

	For the Year Ended December 31,
	2025				2024
	In Thousands		Per Share(1)		In Thousands		Per Share(1)
Total Investment Income	$	49,988	$	4.04	$	39,323	$	3.99
Interest income		31,007		2.51		31,541		3.20
Dividend income		16,643		1.35		6,925		0.70
Other commitment fees		-		-		700		0.07
Other income		2,338		0.19		157		0.02

• The per share amounts are based on a weighted average of 12,360,314 outstanding common shares for the year ended December 31, 2025 and a weighted average of 9,844,014 outstanding common shares for the year ended December 31, 2024.

Investment income consists of interest income, including net amortization of premium and accretion of discount on loans and debt securities, dividend income and other income, which primarily consists of amendment fees, commitment fees and funding fees on loans. For the years ended December 31, 2025 and 2024, income includes non-cash PIK income of $3.3 million and $3.0 million, respectively. PIK income was 6.5% of total investment income for the year ended December 31, 2025 as compared to 7.7% for the year ended December 31, 2024. The aggregate amount of PIK income increased during the year ended December 31, 2025 as the number of investments with a PIK component increased during the year, however the PIK income share of total investment income declined.

Interest income increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to an increase in the average debt investment portfolio size, partially offset by lower average coupon rates driven by a decrease in SOFR throughout the year.

Dividend income increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to the investment in CLO Formation JV, LLC, which was formed in the prior year and pays periodic dividends to its equity holders.

Other commitment fees decreased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to the termination of revolver commitments and associated commitment fees. Other income increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to non-refundable carry fees and amendment fees on new and amended debt positions.

Expenses

	For the Year Ended December 31,
	2025				2024
	In Thousands		Per Share(1)		In Thousands		Per Share(1)
Total Expenses	$	32,090	$	2.60	$	26,522	$	2.69
Management fees		4,987		0.41		4,456		0.45
Incentive fees		3,742		0.30		2,580		0.26
Total advisory and management fees	$	8,729	$	0.71	$	7,036	$	0.71
Administration fees		1,619		0.13		1,376		0.14
Directors’ fees		213		0.02		211		0.02
Interest expense		18,405		1.49		14,882		1.51
Professional services		2,023		0.16		1,816		0.18
Custody fees		134		0.01		147		0.01
Other		967		0.08		1,054		0.11
Income Tax Expense
Excise tax		579		0.05		348		0.04

• The per share amounts are based on a weighted average of 12,360,314 outstanding common shares for the year ended December 31, 2025 and a weighted average of 9,844,014 outstanding common shares for the year ended December 31, 2024.

Expenses are largely comprised of advisory fees and administration fees paid to GECM and interest expense on our outstanding notes payable. See “—Liquidity and Capital Resources.” Advisory fees include management fees and incentive fees calculated in accordance with the Investment Management Agreement, and administration fees include direct costs reimbursable to GECM under the Administration Agreement and fees paid for sub-administration services.

Overall expenses for the year ended December 31, 2025 increased as compared to the year ended December 31, 2024 primarily due to interest expense as a result of the issuance of $57.5 million in aggregate principal amount of 7.75% notes due 2030 (the “GECCG Notes”) in September and October 2025, partially offset by the redemption of $18.5 million in aggregate principal amount of 5.875% notes due 2026 ("GECCO Notes") in December 2025.

Management fees increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to increases in the underlying management fee assets which primarily consists of the fair value of the portfolio of investments.

Incentive fees increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to higher pre-incentive net investment income during the year ended December 31, 2025, primarily attributable to the increase in dividend income as compared to the year ended December 31, 2024.

The increase in administration fees for the year ended December 31, 2025 as compared to the year ended December 31, 2024 is attributable to an increase in underlying costs allocated under the administrative agreement with GECM.

Professional services costs increased for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to increased legal expenses associated with specific transaction matters, as well as general rate increases for professional services including valuation and accounting costs.

Realized Gains (Losses)

	For the Year Ended December 31,
	2025						2024
	In Thousands			Per Share(1)			In Thousands			Per Share(1)
Net Realized Gain (Loss)	$	(5,285	)	$	(0.43	)	$	1,874		$	0.19
Gross realized gain		11,401			0.92			3,723			0.38
Gross realized loss		(16,686	)		(1.35	)		(1,849	)		(0.19	)

• The per share amounts are based on a weighted average of 12,360,314 outstanding common shares for the year ended December 31, 2025 and a weighted average of 9,844,014 outstanding common shares for the year ended December 31, 2024.

Realized gain for the year ended December 31, 2025 includes $4.6 million in gains from distributions from our investment in CW Opportunity 2 LP and $4.2 million in gains from the sale of our investment in Nice-PAK promissory note and warrants. Realized loss for the year ended December 31, 2025 includes $12.3 million on the sale of our investments in Dynata second out term loan and common equity as well as $1.4 million in realized loss from the partial sale of our investment in First Brands Group, LLC ("First Brands") Junior DIP loan.

Realized gain for the year ended December 31, 2024 includes $0.8 million in gains from the partial sale of our investment in American Coastal Insurance Corp ("ACIC") unsecured bond and $0.7 million in gains from the partial sale of our investment in Blackstone Secured Lending Fund common equity. Realized loss for the year ended December 31, 2024 includes $0.6 million on the realization of our investment in PFS Holdings Corp. term loan and $0.5 million in loss from the realization of our investment in Blue Ribbon, LLC term loan.

Change in Unrealized Appreciation (Depreciation) on Investments

The following table summarizes the significant unrealized appreciation (depreciation) of our investment portfolio.

	For the Year Ended December 31,
	2025						2024
	In Thousands			Per Share(1)			In Thousands			Per Share(1)
Net change in unrealized appreciation/ (depreciation)	$	(43,601	)	$	(3.53	)	$	(10,771	)	$	(1.09	)
Unrealized appreciation		17,700			1.43			15,194			1.55
Unrealized depreciation		(61,301	)		(4.96	)		(25,965	)		(2.64	)

• The per share amounts are based on a weighted average of 12,360,314 outstanding common shares for the year ended December 31, 2025 and a weighted average of 9,844,014 outstanding common shares for the year ended December 31, 2024.

For the year ended December 31, 2025, unrealized appreciation primarily consisted of $10.1 million attributable to the reversal of previously recognized unrealized depreciation in connection with the sale of our investment in Dynata, a $1.1 million increase in the fair value of our investment in Stone Ridge, and a $0.5 million increase in the fair value of our investment in Trouvaille.

Unrealized depreciation for the year ended December 31, 2025 was primarily attributable to decreases in the fair value of certain portfolio investments. These decreases included approximately $16.9 million related to our investments in First Brands, approximately $11.3 million related to our investment in CLO JV, approximately $5.2 million related to our investments in Del Monte Foods Corp., approximately $4.1 million related to our investment in Maverick Gaming LLC, and approximately $4.5 million related to our investment in Flexsys Holdings.

The decrease in the fair value of our investments in First Brands reflects the impact of alleged fraudulent activity identified at the company and the resulting uncertainty regarding its financial condition and future prospects. CLO JV, which holds underlying investments in First Brands, also experienced a decline in fair value due to broader market pressures affecting CLO equity valuations, including asset spread tightening and increased dispersion in the broadly syndicated loan market. The decrease in the fair value of Del Monte Foods Corp. reflects the company’s filing for bankruptcy and an extended Section 363 auction process which increased uncertainty regarding ultimate recoverability of the pre-petition term loan and junior roll-up DIP loan. The decrease in the fair value of Flexsys Holdings reflects a weaker outlook for domestic tire production and its anticipated impact on operating performance.

For the year ended December 31, 2024 , unrealized appreciation was primarily driven by an increase in the fair value of our investment in Nice-Pak Products warrants of approximately $2.0 million and in our investment in CW Opportunity 2 LP of approximately $1.2 million.

Unrealized depreciation for the year ended December 31, 2024 was primarily driven by a decrease in fair value of approximately $5.8 million in our investments in Dynata, LLC (f/k/a Research Now Group, Inc.) and approximately $4.0 million in our investment in GESF common equity. The mark downs on our investments in Dynata were due to a slowdown in the demand for their services from a weak mergers and acquisitions environment leading to a bankruptcy filing in May 2024. The decrease in fair value on GESF was attributable to weaker than planned new deal originations.

Liquidity and Capital Resources

We generate liquidity through our operations with cash received from investment income and sales and paydowns on investments. Such proceeds are generally reinvested in new investment opportunities, distributed to shareholders in the form of dividends, or used to pay operating expenses. We also receive proceeds from our issuances of notes payable and our revolving credit facility and from time to time may raise additional equity capital. See “—Revolver” and “—Notes Payable” below for more information regarding our outstanding credit facility and notes.

As of December 31, 2025, we had approximately $3.1 million of money market fund investments at fair value. As of December 31, 2025, we had investments in 68 debt instruments across 53 companies, totaling approximately $203.5 million at fair value and 21 equity investments in 18 companies, with an aggregate fair value of approximately $94.8 million.

In the normal course of business, we may enter into investment agreements under which we commit to make an investment in a portfolio company at some future date or over a specified period of time. As of December 31, 2025, we had no unfunded commitments to provide financing to certain of our portfolio companies.

For the year ended December 31, 2025, net cash used in operating activities was approximately $2.8 million, reflecting the purchases and proceeds from sales of investments and principal repayments of investments offset by net investment income, including non-cash income related to accretion of discount and PIK income and proceeds from sales of investments and principal payments received. Net cash used in purchases and proceeds from sales of investments was approximately $22.0 million, reflecting payments for additional investments of $182.1 million, offset by proceeds from principal repayments and sales of $160.1 million.

For the year ended December 31, 2024, net cash used in operating activities was approximately $82.7 million, reflecting the purchases and proceeds from sales of investments and principal repayments of investments offset by net investment income, including non-cash income related to accretion of discount and PIK income and proceeds from sales of investments and principal payments received. Net cash used in purchases and proceeds from sales of investments was approximately $93.6 million, reflecting payments for additional investments of $335.0 million, offset by proceeds from principal repayments and sales of $241.4 million.

For the year ended December 31, 2025, cash provided by financing activities was $4.6 million, which consisted of $57.5 million in net proceeds from the issuance of the GECCG Notes and $27.3 million in issuances of common stock, which was partially offset by $58.7 million in net payments on the redemption of the GECCZ and GECCO Notes and $19.2 million in distributions to stockholders.

For the year ended December 31, 2024, cash provided by financing activities was $81.7 million, which consisted of $97.9 million in net proceeds from the issuance of the GECCI Notes and GECCH Notes and $48.7 million in issuances of common stock, which was partially offset by $45.6 million in payments on the redemption of the GECCM Notes and $15.1 million in distributions to stockholders.

We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and for the foreseeable future thereafter.

Contractual Obligations and Cash Requirements

A summary of our material contractual payment obligations and other cash obligations as of December 31, 2025 is as follows:

(in thousands)	Total		Less than<br>1 year		1-3 years		3-5 years		More than<br>5 years
Contractual and Other Cash Obligations
GECCO Notes		38,983		38,983		-		-		-
GECCI Notes		56,500		-		-		56,500		-
GECCH Notes		41,400		-		-		41,400		-
GECCG Notes		57,500		-		-		57,500		-
Total	$	194,383	$	38,983	$	-	$	155,400	$	-

See “—Revolver” and “—Notes Payable” below for more information regarding our outstanding credit facility and notes.

We have certain contracts under which we have material future commitments. Under the Investment Management Agreement, GECM provides investment advisory services to us. For providing these services, we pay GECM a fee, consisting of two components: (1) a base management fee based on the average value of our total assets and (2) an incentive fee based on our performance. On August 1, 2022, our stockholders approved an amendment to the Investment Management Agreement to eliminate $163.2 million of realized and unrealized losses incurred prior to April 1, 2022 from the calculation of future capital gains incentive fees and reset the capital gain incentive fee and mandatory deferral periods in Sections 4.4 and 4.5, respectively, of the Investment Management Agreement to begin on April 1, 2022.

We are also party to the Administration Agreement with GECM. Under the Administration Agreement, GECM furnishes us with, or otherwise arranges for the provision of, office facilities, equipment, clerical, bookkeeping, finance, accounting, compliance and record keeping services at such office facilities and other such services as our administrator.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.

Both the Investment Management Agreement and the Administration Agreement may be terminated by either party without penalty upon no fewer than 60 days’ written notice to the other.

Revolver

On May 5, 2021, we entered into the Loan Agreement with CNB. The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). In November 2023, the Company entered into an amendment to the Loan Agreement extending the maturity date of the revolving line to May 5, 2027. On August 13, 2025, the Company amended the Loan Agreement to increase the commitment of the revolving line of credit to up to $50 million (subject to a borrowing base as defined in the Loan Agreement). The amendment also allows the Company to request an increase of the Revolving Facility in an aggregate amount not to exceed $40 million (up to a revolving line of $90 million), which increase is subject to the sole discretion of CNB and updates the maturity date of the revolving line to the earlier of (i) May 5, 2027 and (ii) May 31, 2026 if the Company’s 5.875% notes due 2026 have not been refinanced prior to such date. In addition, the amendment provides that borrowings under the Revolving Facility shall bear interest at a rate equal to (i) at all times when a minimum deposit test is met (a) SOFR plus 2.50% or (b) a base rate plus 1.50% and (ii) at all times when a minimum deposit test is not met (a) SOFR plus 3.50% or (b) a base rate plus 2.50%. The amendment also amended the financial covenant of minimum net assets requirement to be of not less than $80 million. As of December 31, 2025, there were no borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of our assets, subject to certain specified exceptions. We have made customary representations and warranties and are required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements. In addition, the Loan Agreement contains financial covenants requiring (i) net assets of not less than $80 million, (ii) asset coverage equal to or greater than 150% and (iii) bank asset coverage equal to or greater than 300%, in each case tested as of the last day of each fiscal quarter of the Company. Borrowings are also subject to the leverage restrictions contained in the Investment Company Act.

Notes Payable

On January 11, 2018, we issued $43.0 million in aggregate principal amount of 6.75% notes due 2025 (the “GECCM Notes”). On January 19, 2018 and February 9, 2018, we issued an additional $1.9 million and $1.5 million, respectively, of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option. On September 12, 2024, we caused redemption notices to be issued to the holders of the GECCM Notes regarding the Company's exercise of its option to redeem, in whole, the issued and outstanding GECCM Notes. We redeemed all of the issued and outstanding GECCM Notes on October 12, 2024 at 100% of the principal amount plus accrued and unpaid interest thereon from September 30, 2024 through, but excluding, the redemption date, October 12, 2024.

On June 23, 2021, we issued $50.0 million in aggregate principal amount of 5.875% notes due 2026 (the “GECCO Notes”). On July 9, 2021, we issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. In December 2025, we repurchased $18.5 million of the outstanding principal on the GECCO Notes. The aggregate principal balance of the GECCO Notes outstanding as of December 31, 2025 is $39.0 million.

On August 16, 2023, we issued $40.0 million in aggregate principal amount of 8.75% notes due 2028 (the “GECCZ Notes” ). We redeemed all of the issued and outstanding GECCZ Notes on September 30, 2025 at 100% of the principal amount plus accrued and unpaid interest from June 30, 2025 through, but excluding, the redemption date of September 30, 2025.

On April 17, 2024, we issued $30.0 million in aggregate principal amount of 8.50% notes due 2029 (the “GECCI Notes”). On April 25, 2024, we issued an additional $4.5 million of the GECCI Notes upon full exercise of the underwriters’ over-allotment option. On July 9, 2024, we issued an additional $22.0 million in aggregate principal amount of the GECCI Notes in a direct placement. The aggregate principal balance of the GECCI Notes outstanding as of December 31, 2025 is $56.5 million.

On September 19, 2024, the Company issued $36.0 million in aggregate principal amount of 8.125% notes due 2029 (the "GECCH Notes"). On October 3, 2024, the Company issued an additional $5.4 million of the GECCH Notes upon full exercise of the underwriters' over-allotment option. The aggregate principal balance of the GECCH Notes outstanding as of December 31, 2025 is $41.4 million.

On September 11, 2025, the Company issued $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the "GECCG Notes") and together with the GECCO Notes, GECCI Notes and GECCH Notes, the "Notes". On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option. The aggregate principal balance of the GECCG Notes outstanding as of December 31, 2025 was $57.5 million.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness. The unsecured notes are effectively subordinated to indebtedness under our Loan Agreement and any other future secured indebtedness that we may incur to the extent of the value of the assets securing such indebtedness and structurally subordinated to all future indebtedness and other obligations of our subsidiaries. We pay interest on the Notes on March 31, June 30, September 30 and December 31 of each year. The GECCO Notes, GECCI Notes, GECCH Notes and GECCG Notes will mature on June 30, 2026, April 30, 2029, December 31, 2029, and December 31, 2030, respectively. The GECCO Notes are currently callable at the Company's option and the GECCI Notes, GECCH Notes, and GECCG Notes can be called on, or after, April 30, 2026, December 31, 2026, and December 31, 2027, respectively. Holders of the Notes do not have the option to have the Notes repaid prior to the stated maturity date. The Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

We may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder. During the year ended December 31, 2025, the Company redeemed the GECCZ Notes in full on September 30, 2025.

As of December 31, 2025, our asset coverage ratio was approximately 158.1%. Under the Investment Company Act, we are subject to a minimum asset coverage ratio of 150%.

Interest Rate Risk

We are also subject to financial risks, including changes in market interest rates. As of December 31, 2025, approximately $159.8 million in principal amount of our debt investments bore interest at variable rates, which are generally based on SOFR or US prime rate, and many of which are subject to certain floors. Recently, interest rates have fallen. A prolonged decrease in interest rates would decrease our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over variable rates that we earn on any portfolio investments or a decrease in our operating expenses. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.

Recent Developments

Our Board set a distribution for the quarter ending March 31, 2026 at a rate of $0.30 per share. The full amount of the distribution will be from distributable earnings. The distribution will be payable on March 31, 2026 to stockholders of record as of March 16, 2026. The distribution will be paid in cash.

In February 2026, GECM waived all accrued and unpaid incentive fees through March 31, 2026. As of December 31, 2025, there were approximately $2.3 million of accrued incentive fees payable. We expect to recognize the reversal of these accrued incentive fees during the period ending March 31, 2026, resulting in a corresponding increase in net income in that period.

On February 27, 2026, we caused a notice to be issued to the holders of the GECCO Notes regarding the exercise of our option to redeem $20 million aggregate principal amount of the issued and outstanding GECCO Notes on March 31, 2026.

As of December 31, 2025, net assets were $112.9 million and net asset value per share was $8.07. Pro forma for the reversal of accrued incentive fees payable and the GECCO Notes redemption, net assets would be $115.1 million and net asset value per share would be $8.23.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. As of December 31, 2025, 12 debt investments in our portfolio bore interest at a fixed rate, and the remaining 46 debt investments were at variable rates, representing approximately $53.0 million and $159.8 million in principal debt, respectively. As of December 31, 2024, 9 debt investments in our portfolio bore interest at a fixed rate, and the remaining 43 debt investments were at variable rates, representing approximately $65.1 million and $179.8 million in principal debt, respectively. The variable rates are generally based upon the SOFR or US prime rate.

To illustrate the potential impact of a change in the underlying interest rate on our net investment income, we have assumed a 1%, 2%, and 3% increase and 1%, 2%, and 3% decrease in the underlying reference rate, and no other change in our portfolio as of December 31, 2025. We have also assumed there are no outstanding floating rate borrowings by the Company. See the following table for the effect the rate changes would have on net investment income.

Reference Rate Increase (Decrease)	Increase (decrease) of Net<br>Investment Income<br>(in thousands)(1)
3.00%	$	4,794
2.00%		3,196
1.00%		1,598
(1.00)%		(1,598	)
(2.00)%		(3,196	)
(3.00)%		(4,794	)

• Several of our debt investments with variable rates contain a reference rate floor. The actual increase (decrease) of net investment income reflected in the table above takes into account such floors to the extent applicable.

Although we believe that this analysis is indicative of our existing interest rate sensitivity as of December 31, 2025, it does not adjust for changes in the credit quality, size and composition of our portfolio, and other business developments, including borrowing under a credit facility, that could affect the net increase (decrease) in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

Item 8. Financial Statements and Supplementary Data.

The financial statements listed in the index to financial statements immediately following the signature page to this report are incorporated herein by reference.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of the end of the year covered by this Annual Report on Form 10-K. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's transactions are being made only in accordance with authorizations of management, and;
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

Management's report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

Attestation Report of the Independent Registered Public Accounting Firm

Not applicable.

Changes in Internal Controls Over Financial Reporting

Management did not identify any change in the Company’s internal control over financial reporting that occurred during the fourth fiscal quarter of the year ending December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of GECC adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 10 will be contained in the Proxy Statement and is hereby incorporated by reference thereto.

Item 11. Executive Compensation.

The information required by Item 11 will be contained in the Proxy Statement and is hereby incorporated by reference thereto.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 will be contained in the Proxy Statement and is hereby incorporated by reference thereto.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 will be contained in the Proxy Statement and is hereby incorporated by reference thereto.

Item 14. Principal Accountant Fees and Services.

The information required by Item 14 will be contained in the Proxy Statement is hereby incorporated by reference thereto.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Financial Statements

The financial statements set forth on the index to financial statements immediately following the signature page to this report are incorporated by reference as if set forth herein.

Financial Statement Schedules

No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.

Exhibits

Unless otherwise indicated, all references are to exhibits to the applicable filing by Great Elm Capital Corp. (the “Registrant”) under File No. 814-01211 with the SEC.

Exhibit<br><br>Number	Description
2.1	Agreement and Plan of Merger, dated as of June 23, 2016, by and between Full Circle Capital Corporation and the Registrant (incorporated by reference to the Rule 425 filing on June 27, 2016)
2.2	Subscription Agreement, dated as of June 23, 2016, by and among the Registrant, Forest Investments, Inc. (formerly, Great Elm Capital Group, Inc.) and the investment funds signatory thereto (incorporated by reference to the Rule 425 filing on June 27, 2016)
2.3	Form of Dividend Reinvestment Plan (incorporated by reference to Exhibit 13(d) to the pre-effective amendment to the Registration Statement on Form N-14 (File No. 333-212817) filed on September 26, 2016)
3.1	Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 7, 2016)
3.2	Amendment to Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on March 2, 2022)
3.3	Bylaws of the Registrant (incorporated by reference to Exhibit 2 to the Form N-14 (File No. 333-212817) filed on August 1, 2016)
4.1	Form of certificate for the Registrant’s common stock (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form N-14 (File No. 333-212817) filed on August 1, 2016)
4.2	Indenture, dated as of September 18, 2017, by and between the Registrant and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed on September 21, 2017)
4.3	Fourth Supplemental Indenture, dated as of June 23, 2021, by and between the Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 23, 2021)
4.4	Global Note (5.875% Notes due 2026), dated as of June 23, 2021 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on June 23, 2021)
4.5	Fifth Supplemental Indenture, dated as of August 16, 2023, by and between the Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 16, 2023)
4.6	Global Note (8.75% Notes due 2028), dated August 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on August 16, 2023)
4.7	Sixth Supplemental Indenture, dated as of April 17, 2024 by and between Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 17, 2024)
4.8	Global Note (8.50% Notes due 2029), dated as of April 17, 2024 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 17, 2024)
4.9	Seventh Supplemental Indenture, dated as of September 19, 2024 by and between Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 19, 2024)
4.10	Form of Global Note (representing the Company's 8.125% Notes due 2029), dated as of September 19, 2024 (included in Exhibit 4.9)
4.11	Eighth Supplemental Indenture, dated as of September 11, 2025 between the Registrant and the Trustee<br>(incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 11, 2025)
4.12	Form of Global Note representing the Company’s 7.75% Notes due 2030, dated as of September 11, 2025 (included in Exhibit 4.11)
4.13*	Description of Registered Securities
10.1	Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022) (incorporated by reference to Annex A to the Definitive Proxy Statement filed on July 1, 2022)
10.2	Administration Agreement, dated as of September 27, 2016, by and between the Registrant and GECM (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 7, 2016)
10.3	Amended and Restated Registration Rights Agreement, dated as of November 4, 2016, by and among the Registrant and the holders named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on November 7, 2016)
---	---
10.4	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on November 7, 2016)
10.5	Custody Agreement, dated as of July 1, 2023, by and between the Registrant and The Northern Trust Company (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on February 29, 2024)
10.6	Form of Trademark License Agreement (incorporated by reference to Exhibit 13(b) to the Registration Statement on Form N-14 (File No. 3330212817) filed on August 1, 2016)
10.7	Loan, Guarantee and Security Agreement, dated May 5, 2021, between the Registrant and City National Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 6, 2021)
10.8+	Third Amendment, dated as of November 22, 2023 to Loan, Guarantee and Security Agreement, as of May 5, 2021, by and among the Registrant and City National Bank, as amended (incorporated by reference in Exhibit 10.1 to the Form 8-K filed on November 27, 2023)
10.9	Second Amended and Restated Limited Liability Company Agreement of CLO Formation JV, LLC dated as of August 20, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 22, 2024)
10.10	Fifth Amendment, dated as of August 13, 2025, to Loan, Guarantee and Security Agreement, as of May 5,<br>2021, by and among the Registrant and City National Bank, as amended (incorporated by reference to<br>Exhibit 10.1 to the Form 8-K filed on August 13, 2025)
10.11	Stock Purchase Agreement, dated as of August 27, 2025, between the Registrant and Poor Richard LLC (incorporated by reference to Exhibit 3.5 to the Form 10-Q filed on November 4, 2025)
14.1	Code of Ethics (incorporated by reference to Exhibit 14.1 to the Form 10-K filed on February 29, 2024)
14.2	Code of Ethics of GECM (incorporated by reference to Exhibit 14.2 to the Form 10-K filed on February 29, 2024)
19.1*	Insider Trading Policy for GECC (incorporated by reference to Exhibit 19.1 to the Form 10-K filed on March 10, 2025)
21.1*	Subsidiaries
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm
23.2*	CLO Formation JV, LLC Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm
31.1*	Certification of the Registrant’s Chief Executive Officer (“CEO”)
31.2*	Certification of the Registrant’s Chief Financial Officer (“CFO”)
32.1*	Certification of the Registrant’s CEO and CFO
97.1	GECC Clawback Policy (incorporated by reference to Exhibit 14.1 to the Form 10-K filed on February 29, 2024)
99.1*	Unaudited Financial Statements of CLO Formation JV, LLC
99.2*	Audited Financial Statements of CLO Formation JV, LLC
101	Materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in inline Extensible Business Reporting Language (XBRL): (i) Statements of Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, (iv) Statements of Cash Flows, (v) Schedules of Investments, and (vi) related Notes to the Financial Statements, tagged in detail (furnished herewith)
104	The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in inline XBRL (included as Exhibit 101)

* Filed or furnished herewith

• Exhibits marked with a (+) exclude certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5). A copy of any of the omitted schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5) will be furnished to the Securities and Exchange Commission upon request.

Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of March 2, 2026.

GREAT ELM CAPITAL CORP.
By:	/s/ Matt Kaplan
Name:	Matt Kaplan
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 2, 2026.

Name	Capacity
/s/ Matt Kaplan	Chief Executive Officer<br><br>(Principal Executive Officer)
Matt Kaplan
/s/ Keri A. Davis	Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer)
Keri A. Davis
/s/ Richard M. Cohen	Director
Richard M. Cohen
/s/ Matthew A. Drapkin	Director
Matthew A. Drapkin
/s/ Erik A. Falk	Director
Erik A. Falk
/s/ Mark Kuperschmid	Director
Mark Kuperschmid
/s/ Chad Perry	Director
Chad Perry

GREAT ELM CAPITAL CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)	F-2
Statements of Assets and Liabilities as of December 31, 2025 and 2024	F-4
Statements of Operations for the years ended December 31, 2025, 2024 and 2023	F-5
Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 2023	F-6
Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	F-7
Schedules of Investments as of December 31, 2025 and 2024	F-8
Notes to Financial Statements	F-22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Great Elm Capital Corp.

Boston, Massachusetts

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of Great Elm Capital Corp. (the “Company”), including the schedules of investments, as of December 31, 2025 and 2024, the related statements of operations, changes in net assets, and cash flows for each of the three years ended December 31, 2025, financial highlights for each of the five years then ended, and the related notes (collectively referred to as the “financial statements and financial highlights”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations, changes in net assets and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years then ended, in conformity with the accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value — Investments — Refer to Footnote 2 and 4 in the financial statements

F-2

Critical Audit Matter Description

The Company has investments whose fair values are based on complex valuation techniques and unobservable inputs. These financial instruments can span a broad array of investments, including debt and equity investments in privately owned middle‑market companies that lack observable market prices. Under accounting principles generally accepted in the United States of America, these financial instruments are generally classified as Level 3 assets and are inherently subjective. The fair value of the Company’s Level 3 investments was $153,054,649 as of December 31, 2025.

Given management uses complex valuation techniques and unobservable inputs to estimate the fair value of Level 3 investments, we identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary in the selection of valuation techniques and assumptions with significant unobservable inputs to estimate the fair value. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these models and inputs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:

• We evaluated the appropriateness of the valuation techniques and assumptions used for Level 3 investments and tested the related significant unobservable inputs by comparing these inputs to external sources. We tested other inputs by reviewing relevant underlying documentation, including portfolio company financial information. We evaluated the reasonableness of significant changes in valuation techniques and assumptions. For certain Level 3 investments, we performed these procedures with the assistance of our fair value specialists.
• We evaluated management’s ability to accurately estimate fair value by comparing management’s historical estimates to subsequent transactions, taking into account changes in market or investment specific conditions, where applicable.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

March 2, 2026

We have served as the Company’s auditor since 2016.

F-3

GREAT ELM CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES

Dollar amounts in thousands (except per share amounts)

			December 31, 2024
Assets
Investments
Non-affiliated, non-controlled investments, at fair value (amortized cost of 254,313 and 244,378, respectively)	218,381		$	240,958
Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of 32,803 and 8,448, respectively)	32,803			8,448
Affiliated investments, at fair value (amortized cost of 12,379 and 12,379, respectively)	-			-
Controlled investments, at fair value (amortized cost of 94,683 and 87,014, respectively)	79,887			83,304
Total investments	331,071			332,710
Cash and cash equivalents	1,834			-
Receivable for investments sold	3,215			5,065
Interest receivable	2,182			3,306
Dividends receivable	1,046			364
Due from portfolio company	-			32
Due from affiliates	218			160
Deferred financing costs	256			237
Prepaid expenses and other assets	953			154
Total assets	340,775		$	342,028
Liabilities
Notes payable (including unamortized discount of 5,064 and 5,705, respectively)	189,319		$	189,695
Payable for investments purchased	33,652			11,194
Interest payable	64			32
Accrued incentive fees payable	2,267			1,712
Distributions payable	-			577
Due to affiliates	1,475			1,385
Accrued expenses and other liabilities	1,052			1,320
Total liabilities	227,829		$	205,915
Commitments and contingencies (Note 7)
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	358,778			332,111
Accumulated losses	(245,972	)		(196,113	)
Total net assets	112,946		$	136,113
Total liabilities and net assets	340,775		$	342,028
Net asset value per share	8.07		$	11.79

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-4

GREAT ELM CAPITAL CORP.

STATEMENTS OF OPERATIONS

Dollar amounts in thousands (except per share amounts)

	For the Year Ended December 31,
	2025			2024			2023
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments	$	24,571		$	24,619		$	23,582
Non-affiliated, non-controlled investments (PIK)		3,080			3,026			2,281
Affiliated investments		-			64			128
Controlled investments		3,356			3,832			2,677
Controlled investments (PIK)		-			-			233
Total interest income		31,007			31,541			28,901
Dividend income from:
Non-affiliated, non-controlled investments		2,819			2,354			1,147
Controlled investments		13,824			4,571			2,331
Total dividend income		16,643			6,925			3,478
Other commitment fees from non-affiliated, non-controlled investments		-			700			3,075
Other income from:
Non-affiliated, non-controlled investments		2,164			157			264
Non-affiliated, non-controlled investments (PIK)		174			-			107
Total other income		2,338			157			371
Total investment income	$	49,988		$	39,323		$	35,825
Expenses:
Management fees	$	4,987		$	4,456		$	3,539
Incentive fees		3,742			2,580			3,132
Administration fees		1,619			1,376			1,522
Custody fees		134			147			81
Directors’ fees		213			211			205
Professional services		2,023			1,816			1,772
Interest expense		18,405			14,882			11,742
Other expenses		967			1,054			1,003
Total expenses	$	32,090		$	26,522		$	22,996
Net investment income before taxes	$	17,898		$	12,801		$	12,829
Excise tax	$	579		$	348		$	287
Net investment income	$	17,319		$	12,453		$	12,542
Net realized and unrealized gains (losses):
Net realized gain (loss) on investment transactions from:
Non-affiliated, non-controlled investments	$	(5,285	)	$	2,500		$	(1,246	)
Affiliated investments		-			(626	)		-
Controlled investments		-			-			(3,461	)
Realized loss on repurchase of debt		(222	)		(3	)		-
Total net realized gain (loss)		(5,507	)		1,871			(4,707	)
Net change in unrealized appreciation (depreciation) on investment transactions from:
Non-affiliated, non-controlled investments		(32,515	)		(7,129	)		15,040
Affiliated investments		-			(22	)		(226	)
Controlled investments		(11,086	)		(3,620	)		2,684
Total net change in unrealized appreciation (depreciation)		(43,601	)		(10,771	)		17,498
Net realized and unrealized gains (losses)	$	(49,108	)	$	(8,900	)	$	12,791
Net increase (decrease) in net assets resulting from operations	$	(31,789	)	$	3,553		$	25,333
Earnings per share (basic and diluted):	$	(2.57	)	$	0.36		$	3.33
Weighted average shares outstanding (basic and diluted):		12,360,314			9,844,014			7,601,958

The accompanying notes are an integral part of these financial statements.

F-5

GREAT ELM CAPITAL CORP.

STATEMENTS OF CHANGES IN NET ASSETS

Dollar amounts in thousands

	For the Year Ended December 31,
	2025			2024			2023
Increase (decrease) in net assets resulting from operations:
Net investment income	$	17,319		$	12,453		$	12,542
Net realized gain (loss)		(5,507	)		1,871			(4,707	)
Net change in unrealized appreciation (depreciation) on investments		(43,601	)		(10,771	)		17,498
Net increase (decrease) in net assets resulting from operations		(31,789	)		3,553			25,333
Distributions to stockholders:
Distributions(1)		(18,663	)		(14,892	)		(11,403	)
Total distributions to stockholders		(18,663	)		(14,892	)		(11,403	)
Capital transactions:
Issuance of common stock, net		27,285			48,713			-
Net increase (decrease) in net assets resulting from capital transactions		27,285			48,713			-
Total increase (decrease) in net assets		(23,167	)		37,374			13,930
Net assets at beginning of period	$	136,113		$	98,739		$	84,809
Net assets at end of period	$	112,946		$	136,113		$	98,739
Capital share activity
Shares outstanding at the beginning of the period		11,544,415			7,601,958			7,601,958
Issuance of common stock		2,453,753			3,942,457			-
Shares outstanding at the end of the period		13,998,168			11,544,415			7,601,958

• Distributions were from distributable earnings for each of the periods presented.

The accompanying notes are an integral part of these financial statements.

F-6

GREAT ELM CAPITAL CORP.

STATEMENTS OF CASH FLOWS

Dollar amounts in thousands

	For the Year Ended December 31,
	2025			2024			2023
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(31,789	)	$	3,553		$	25,333
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments(1)		(182,122	)		(335,014	)		(220,355	)
Net change in short-term investments		5,383			2,357			(4,474	)
Capitalized payment-in-kind interest		(3,298	)		(2,803	)		(2,605	)
Proceeds from sales of investments(1)		93,602			201,875			184,381
Proceeds from principal payments		66,448			39,476			50,745
Net realized (gain) loss on investments		5,285			(1,874	)		4,707
Net change in unrealized (appreciation) depreciation on investments		43,601			10,771			(17,498	)
Amortization of premium and accretion of discount, net		(2,952	)		(2,437	)		(2,375	)
Net realized loss on repurchase of debt		222			3			-
Amortization of discount (premium) on long term debt		2,779			1,495			1,627
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		1,124			(1,201	)		985
(Increase) decrease in dividends receivable		(682	)		637			439
(Increase) decrease in due from portfolio company		32			5			(36	)
(Increase) decrease in due from affiliates		(58	)		(160	)		-
(Increase) decrease in prepaid expenses and other assets		(799	)		(19	)		3,153
Increase (decrease) in due to affiliates		645			471			1,019
Increase (decrease) in interest payable		32			-			(10	)
Increase (decrease) in accrued expenses and other liabilities		(268	)		193			647
Net cash provided by (used for) operating activities		(2,815	)		(82,672	)		25,683
Cash flows from financing activities
Issuance of notes payable		57,500			97,900			38,408
Repayment of notes payable		(58,739	)		(45,613	)		(42,823	)
Borrowings under credit facility		34,000			5,000			2,000
Repayments under credit facility		(34,000	)		(5,000	)		(12,000	)
Proceeds from issuance of common stock, net of issuance costs		27,285			48,713			-
Payments of deferred financing costs		(2,157	)		(4,206	)		(259	)
Distributions paid		(19,240	)		(15,075	)		(10,643	)
Net cash provided by (used for) financing activities		4,649			81,719			(25,317	)
Net increase (decrease) in cash		1,834			(953	)		366
Cash and cash equivalents and restricted cash, beginning of period		-			953			587
Cash and cash equivalents and restricted cash, end of period	$	1,834		$	-		$	953
Supplemental disclosure of non-cash financing activities:
Distributions declared, not yet paid	$	-		$	577		$	760
Supplemental disclosure of cash flow information:
Cash paid for interest	$	15,594		$	13,385		$	10,094

• Purchases of investments and proceeds from sales of investments in 2023 include $48,049 of investments contributed in kind to its formerly wholly owned subsidiary, GESF in exchange for equity and subordinated indebtedness in GESF.

The accompanying notes are an integral part of these financial statements.

F-7

GREAT ELM CAPITAL CORP.

SCHEDULE OF INVESTMENTS

December 31, 2025

Dollar amounts in thousands

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
Investments at Fair Value
Advancion	Chemicals	1st Lien, Secured Loan	2, 16	1M SOFR + 4.00% (7.82%)	08/26/2025	11/24/2027		2,982		2,947		2,717
American Coastal Insurance Corp.	Insurance	Unsecured Bond		7.25%	12/20/2022	12/15/2027		11,000		7,982		10,980
Auction.com	Financial Services	1st Lien, Secured Loan	2, 6, 19	6M SOFR + 6.00% (10.04%)	09/09/2024	05/26/2028		3,156		3,045		2,834
Blackstone Secured Lending Fund	Closed-End Fund	Common Equity	10	n/a	09/25/2024	n/a		6,000		182		158	*
Blue Ribbon, LLC	Food & Staples	1st Lien, Secured Loan	2, 7, 16	3M SOFR + 8.00% (7.86% Cash + 4.00% PIK)	01/16/2025	05/08/2028		252		247		247
CLO Formation JV, LLC	Structured Finance	Common Equity	4, 10, 12	n/a	04/23/2024	n/a		166		52,358		41,425		71.25	%
CMI Marketing, Inc.	Marketing Services	1st Lien, Secured Loan	2, 15	1M SOFR + 4.25% (8.08%)	09/05/2025	03/23/2028		1,890		1,877		1,862
Commercial Vehicle Group, Inc.	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 6, 20	1M SOFR + 9.75% (13.57%)	07/31/2025	06/27/2030		4,975		4,835		4,827
Commercial Vehicle Group, Inc.	Transportation Equipment Manufacturing	Tranche 1 warrants	8, 23	n/a	07/31/2025	n/a		103,547		-		74
Commercial Vehicle Group, Inc.	Transportation Equipment Manufacturing	Tranche 2 warrants	8, 23	n/a	07/31/2025	n/a		103,547		-		64
Confluence Technologies	Technology	1st Lien, Secured Loan	2, 15	3M SOFR + 3.75% (7.57%)	03/04/2025	07/31/2028		1,095		999		909
Conuma Resources LTD	Metals & Mining	1st Lien, Secured Bond	6, 10, 11	13.13%	08/08/2024	05/01/2028		2,929		2,980		2,720
Conuma Resources LTD	Metals & Mining	1st Lien, Secured Bond	10, 11	13.13%	04/15/2025	05/01/2028		1,400		1,372		1,372
Coreweave Compute Acquisition Co. II, LLC	Technology	1st Lien, Secured Loan	2, 6, 14	3M SOFR + 9.62% (13.41%)	08/21/2023	07/31/2028		11,813		11,775		12,049
Coreweave Compute Acquisition Co. IV, LLC	Technology	1st Lien, Secured Loan	2, 6, 14	3M SOFR + 6.00% (9.84%)	05/29/2024	05/16/2030		3,314		3,274		3,380
CW Opportunity 2 LP	Technology	Private Fund	10, 12	n/a	05/14/2024	n/a		4,083,246		4,083		5,798
Del Monte Foods Corp II Inc	Food & Staples	Sr. DIP Loan	2, 6, 7, 17	1M SOFR + 9.50% (4.85% Cash + 8.50% PIK)	07/14/2025	04/02/2026		2,769		2,727		2,769
Del Monte Foods Corp II Inc	Food & Staples	Jr. DIP Loan	2, 6, 9, 17	n/a	07/14/2025	04/02/2026		4,086		4,083		1,159
Del Monte Foods Corp II Inc	Food & Staples	1st Lien, Secured Loan	2, 6, 9, 15	n/a	10/16/2024	08/02/2028		2,040		2,030		-
Del Monte Foods Corp II Inc	Food & Staples	1st Lien, Secured Loan	2, 6, 9, 14	n/a	04/17/2025	08/02/2028		264		255		-
Dorel Industries Inc.	Consumer Products	1st Lien, Secured Loan	2, 6, 7, 20	3M SOFR + 11.26% (6.72% Cash + 4.54% PIK)	11/14/2025	09/30/2030		6,823		6,516		6,389
Dorel Industries Inc.	Consumer Products	Warrants	6, 10, 23	n/a	11/14/2025	n/a		95,122		-		89	*
DS Admiral Bidco, LLC	Technology	1st Lien, Secured Loan	2, 6, 14	1M SOFR + 4.25% (7.92%)	10/24/2025	06/26/2031		2,493		2,469		2,468
DTI HOLDCO, INC.	Business Services	1st Lien, Secured Loan	2, 16	1M SOFR + 4.00% (7.72%)	09/04/2025	04/26/2029		2,195		2,054		2,042
Dynata, LLC (New Insight Holdings, Inc.)	Internet Media	Warrants	6, 8, 23	n/a	07/15/2024	n/a		45,714		-		-	*
EagleView Technology Corp	Technology	1st Lien, Secured Loan	2, 7, 20	3M SOFR + 6.50% (9.17% Cash + 1.00% PIK)	10/21/2024	08/14/2028		6,231		6,083		5,986
ECL Entertainment, LLC	Casinos & Gaming	1st Lien, Secured Loan	2, 14	1M SOFR + 3.00% (6.72%)	10/28/2025	08/31/2030		1,995		1,993		1,988
Elevate Textiles, Inc.	Textiles	1st Lien, Secured Loan	2, 7, 17	3M SOFR + 6.50% (5.14% Cash + 5.50% PIK)	11/07/2024	09/30/2027		2,563		2,185		1,954

F-8

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
First Brands, Inc.	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 9, 17	n/a	06/09/2023	03/30/2027		2,174		2,175		4
First Brands, Inc.	Transportation Equipment Manufacturing	2nd Lien, Secured Loan	2, 9, 17	n/a	03/24/2021	03/30/2028		16,200		15,812		20
Flexsys Cayman Holdings, LP	Chemicals	1st Lien, Secured Loan	2, 16	3M SOFR + 5.25% (9.08%)	05/28/2025	08/01/2029		5,992		5,148		330
Foresight Energy	Metals & Mining	1st Lien, Secured Loan	2, 6, 19	3M SOFR + 8.00% (11.77%)	07/29/2021	06/30/2027		5,822		5,834		5,561
Form Technologies LLC	Industrial	1st Lien, Secured Loan	2, 15	3M SOFR + 5.75% (9.62%)	11/01/2024	07/19/2030		4,726		4,645		4,236
FPL Food LLC	Food & Staples	1st Lien, Secured Loan	2, 6, 14	PRIME + 3.25% (11.50%)	10/02/2024	02/13/2027		4,000		4,000		4,000
FS KKR CAPITAL CORP	Closed-End Fund	Common Equity	10	n/a	05/09/2024	n/a		50,000		752		741	*
Goodnight Water Solutions, LLC	Energy Midstream	1st Lien, Secured Loan	2, 14	1M SOFR + 4.00% (7.72%)	10/15/2025	06/04/2029		2,992		2,951		2,970
GPC Merger Sub Inc.	Packaging	Unsecured Bond		7.13%	10/15/2025	08/15/2028		3,000		2,993		3,001
Great Elm Specialty Finance, LLC	Specialty Finance	Subordinated Note	4, 6	13.00%	09/01/2023	06/30/2026		25,325		25,325		25,325
Great Elm Specialty Finance, LLC	Specialty Finance	Common Equity	4, 6	n/a	09/01/2023	n/a		87,500		17,000		13,137		87.50	%
Inmar Inc.	Consumer Services	1st Lien, Secured Loan	2, 14	3M SOFR + 4.50% (8.34%)	10/31/2024	10/30/2031		7,169		7,172		7,067
Invesco Senior Loan	Credit Fund	Common Equity	10	n/a	11/21/2025	n/a		240,000		5,023		5,040	*
Ipsen US Holdings, Inc.	Industrial	1st Lien, Secured Loan	2, 6, 7, 21	1M SOFR + 12.07% (7.01% Cash + 8.78% PIK)	08/14/2024	07/31/2029		5,581		5,427		5,343
ITG Communications LLC	Industrial	1st Lien, Secured Loan	2, 14	6M SOFR + 4.75% (8.95%)	11/04/2025	07/09/2031		2,000		1,962		1,930
Mad Engine Global, LLC	Apparel	1st Lien, Secured Loan	2, 17	3M SOFR + 7.00% (10.93%)	06/30/2021	07/15/2027		6,442		5,986		5,572
Main Street Sports Group LLC	Media	1st Lien, Secured Loan		15.00%	02/06/2025	01/03/2028		116		106		40
MajorDrive Holdings IV, LLC	Consumer Products	Unsecured Bond		6.38%	12/03/2025	06/01/2029		1,000		701		723
Manchester Acquisition Sub, LLC	Chemicals	1st Lien, Secured Loan	2, 6, 16	3M SOFR + 5.75% (9.67%)	09/26/2023	12/01/2026		6,256		6,083		5,996
Maverick Gaming LLC	Casinos & Gaming	Sr. DIP Loan	2, 6, 20	1M SOFR + 12.50% (16.22%)	07/31/2025	04/16/2026		907		891		907
Maverick Gaming LLC	Casinos & Gaming	Jr. DIP Loan	2, 6, 9, 20	n/a	07/16/2025	04/16/2026		1,603		1,576		970
Maverick Gaming LLC	Casinos & Gaming	1st Lien, Secured Loan	2, 6, 9, 17	n/a	04/03/2024	06/03/2028		5,741		6,349		-
NGC CLO 2 Ltd.	Structured Finance	CLO Equity	6, 10	n/a	03/07/2025	n/a		7,410		6,190		6,474
Natus Medical Inc	Healthcare	1st Lien, Secured Loan	2, 6, 15	3M SOFR + 5.25% (9.07%)	11/13/2025	07/20/2029		1,000		998		995
New Wilkie Energy Pty Limited	Metals & Mining	1st Lien, Secured Loan	6, 8, 9, 10, 14	n/a	02/20/2025	02/20/2027		1,268		1,250		444
New Wilkie Energy Pty Limited	Metals & Mining	1st Lien, Secured Loan	6, 8, 9, 10, 14	n/a	02/20/2025	02/20/2027		114		103		92
New Wilkie Energy Pty Limited	Metals & Mining	2nd Lien, Secured Loan	6, 8, 10, 14, 24	n/a	02/20/2025	n/a		4,153		4,460		-
Northeast Grocery Inc	Food & Staples	1st Lien, Secured Loan	2, 17	3M SOFR + 7.50% (11.38%)	08/08/2024	12/13/2028		2,714		2,740		2,721
PFI Lower Midco LLC	Food & Staples	1st Lien, Secured Loan	2, 14	1M SOFR + 4.00% (7.87%)	11/14/2025	12/01/2032		1,000		990		1,006
PFS Holdings Corp.	Food & Staples	Common Equity	5, 6, 8	n/a	11/13/2020	n/a		5,238		12,379		-		5.05	%
PowerStop LLC	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 15	6M SOFR + 4.75% (8.55%)	02/09/2024	01/26/2029		1,599		1,502		1,327

F-9

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
ProFrac Holdings II, LLC	Energy Services	1st Lien, Secured Bond	2, 6, 10, 11, 21	3M SOFR + 7.25% (11.81%)	12/27/2023	01/23/2029		5,556		5,519		5,393
Ruby Tuesday Operations LLC	Restaurants	1st Lien, Secured Loan	2, 6, 7, 18	1M SOFR + 16.00% (0.00% Cash + 19.98% PIK)	01/31/2023	02/24/2027		169		169		167
Ruby Tuesday Operations LLC	Restaurants	1st Lien, Secured Loan	2, 6, 7, 18	1M SOFR + 12.00% (9.98% Cash + 6.00% PIK)	09/03/2024	02/24/2027		2,629		2,616		2,575
Ruby Tuesday Operations LLC	Restaurants	Warrants	6, 8, 23	n/a	02/24/2021	n/a		311,697		-		314		2.81	%
Ryan, LLC	Business Services	1st Lien, Secured Loan	2, 15	1M SOFR + 3.50% (7.22%)	11/05/2025	11/05/2032		5,000		4,975		4,929
SCIH Salt Holdings Inc.	Food & Staples	1st Lien, Secured Loan	2, 16	6M SOFR + 2.75% (6.52%)	10/14/2025	01/31/2029		4,000		3,997		4,006
SIRVA Worldwide Inc	Business Services	1st Lien, Secured Loan	2, 20	3M SOFR + 8.00% (11.69%)	02/06/2025	02/20/2029		700		694		644
SIRVA Worldwide Inc	Business Services	Delayed Draw, Secured Loan	2, 20	3M SOFR + 8.00% (11.69%)	02/19/2025	02/20/2029		126		125		115
State Street Blackstone Senior Loan ETF	Credit Fund	Common Equity	10	n/a	11/21/2025	n/a		122,500		5,051		5,056
Stone Ridge Opportunities Fund L.P.	Insurance	Private Fund	8, 10, 12	n/a	01/01/2023	n/a		2,379,875		2,380		4,965
Thryv, Inc.	Marketing Services	1st Lien, Secured Loan	2, 6, 10, 17	1M SOFR + 6.75% (10.47%)	04/30/2024	05/01/2029		1,215		1,206		1,211
Trident TPI Holding, Inc.	Packaging	Unsecured Bond		12.75%	11/26/2025	12/31/2028		1,000		1,008		1,024
Trouvaille Re Ltd.	Insurance	Preference Shares	6, 10	n/a	03/27/2024	n/a		100		5,000		6,659
TRU Taj Trust	Retail	Common Equity	6, 8	n/a	07/21/2017	n/a		16,000		611		85		2.75	%
TruGreen LP	Consumer Services	1st Lien, Secured Loan	2, 16	1M SOFR + 4.00% (7.82%)	05/14/2024	11/02/2027		2,266		2,209		2,216
TruGreen LP	Consumer Services	2nd Lien, Secured Loan	2, 16	3M SOFR + 8.50% (12.60%)	05/14/2024	11/02/2028		900		751		830
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		41,687		6,807		4,535		5.44	%
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		371		-		-	*
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		976		-		-		2.37	%
Universal Fiber Systems	Chemicals	1st Lien, Secured Loan	2, 6, 7, 17	1M SOFR + 12.00% (7.83% Cash + 8.00% PIK)	10/16/2024	09/30/2028		5,910		5,903		5,781
Victra Holdings, LLC	Retail	1st Lien, Secured Loan	2, 16	3M SOFR + 3.75% (7.42%)	09/10/2024	03/31/2029		1,365		1,365		1,365
Vivos Holdings, LLC	Consumer Products	Promissory Note	6, 7	4.50%	08/13/2025	08/13/2032		2,045		2,045		2,045
Vivos Holdings, LLC	Consumer Products	Promissory Note	6, 7	9.00%	08/13/2025	08/13/2032		131		131		131
Vivos Holdings, LLC	Consumer Products	Warrants	6, 23	n/a	08/13/2025	n/a		592		-		145	*
Vivos Holdings, LLC	Consumer Products	1st Lien, Secured Loan	2, 6, 19	1M SOFR + 6.00% (9.74%)	08/13/2025	08/13/2030		4,750		4,705		4,655
Vivos Holdings, LLC	Consumer Products	2nd Lien, Secured Loan	2, 6, 7, 21	1M SOFR + 10.00% (0.00% Cash + 13.72% PIK)	08/13/2025	02/13/2031		10,028		10,028		9,997
VT Topco, Inc.	Business Services	1st Lien, Secured Loan	2, 15	1M SOFR + 3.00% (6.87%)	11/03/2025	08/09/2030		997		985		982
W&T Offshore, Inc.	Oil & Gas Exploration & Production	2nd Lien, Secured Bond		10.75%	01/14/2025	02/02/2029		4,175		3,889		3,817
Walor North America, Inc	Industrial	1st Lien, Secured Loan	2, 6, 14	1M SOFR + 5.75% (9.62%)	06/17/2025	06/17/2028		1,434		1,434		1,434
x.AI LLC	Technology	1st Lien, Secured Bond		12.50%	08/29/2025	06/30/2030		900		898		960
Total Investments excluding Short-Term Investments (264.08% of Net Assets)										361,375		298,268

F-10

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value			Percentage of Class(3)
Short-Term Investments
United States Treasury	Short-Term Investments	Treasury Bill		0.00%	n/a	n/a		30,000,000		29,743		29,743
MFB Northern Inst Funds Treas Portfolio Premier CL	Short-Term Investments	Money Market		4.16%	n/a	n/a		3,060,059		3,060		3,060
Total Short-Term Investments (29.04% of Net Assets)										32,803		32,803
TOTAL INVESTMENTS (293.12% of Net Assets)			13						$	394,178	$	331,071
Liabilities in Excess of Other Assets (193.12% of Net Assets)											$	(218,125	)
NET ASSETS											$	112,946

• Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act, as amended (the “Securities Act”) and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

• Certain of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to Secured Overnight Financing Rate (“SOFR”) or prime rate (“Prime”) which are reset periodically. For each debt investment, the Company has provided the interest rate in effect as of period end. A floor is the minimum rate that will be applied in calculating an interest rate. A cap is the maximum rate that will be applied in calculating an interest rate. The SOFR as of period end was 3.87%. The one-month (“1M”) SOFR as of period end was 3.69%. The three-month (“3M”) SOFR as of period end was 3.65%. The six-month (“6M”) SOFR as of period end was 3.57%. The prime rate as of period end was 6.75%.

• Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

• “Controlled Investments” are investments in those companies that are “Controlled Investments” of the Company, as defined in the Investment Company Act. A company is deemed to be a “Controlled Investment” of the Company if the Company owns more than 25% of the voting securities of such company.

• “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of the Company, as defined in the Investment Company Act, which are not “Controlled Investments.” A company is deemed to be an “Affiliate” of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

• Investments classified as Level 3 whereby fair value was determined by the Company’s board of directors (the “Board”).

• Security pays, or has the option to pay, some or all of its interest in kind. As of December 31, 2025, Blue Ribbon, LLC secured loan, Del Monte Food Corp II Inc. Sr. DIP Loan, Dorel Industries, Inc. secured loan, EagleView Technology Corp secured loan, Elevate Textiles, Inc. secured loan, Ipsen US Holdings, Inc. secured loan, Ruby Tuesday Operations LLC secured loan, Universal Fiber Systems secured loan, and Vivos Holdings, LLC secured loan pay a portion of their interest in-kind and the rates above reflect the payment-in-kind (“PIK”) interest rates.

• Non-income producing security.

• Investment was on non-accrual status as of period end.

• Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. Of the Company’s total assets, 25.81% were non-qualifying assets as of period end.

• Security exempt from registration pursuant to Rule 144A under the Securities Act. Such security may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration.

  F-11

• As a practical expedient, the Company uses net asset value to determine the fair value of this investment.

• As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $11,467; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $80,177; the net unrealized depreciation was $(68,710); the aggregate cost of securities for Federal income tax purposes was $399,781.

• Loan includes interest rate floor of 0.00%.

• Loan includes interest rate floor of 0.50%.

• Loan includes interest rate floor of 0.75%.

• Loan includes interest rate floor of 1.00%.

• Loan includes interest rate floor of 1.25%.

• Loan includes interest rate floor of 1.50%.

• Loan includes interest rate floor of 2.00%.

• Loan includes interest rate floor of 2.50%.

• Loan includes interest rate floor of 8.25%.

• The strike price at which investments in warrants may be exercised is $1.58 for the Commercial Vehicle Group, Inc. ("CVGI") Tranche 1 warrants, $2.07 for the CVGI Tranche 2 warrants, $37.72 for the Dynata, LLC warrants, $0.01 for the Ruby Tuesday warrants, $3,930.13 for the Vivos warrants and $0.01 for the Dorel Industries Inc. warrants.

• Investment is a debt instrument that does not have a stated maturity date.

* Represents less than 1%.

F-12

As of December 31, 2025, the Company’s investments consisted of the following:

Investment Type	Investments at<br>Fair Value		Percentage of<br>Net Assets
Debt	$	203,509		180.18	%
Equity/Other		94,759		83.90	%
Short-Term Investments		32,803		29.04	%
Total	$	331,071		293.12	%

As of December 31, 2025, the geographic composition of the Company’s portfolio at fair value was as follows:

Geography	Investments at<br>Fair Value		Percentage of<br>Net Assets
United States	$	319,784		283.13	%
Canada		4,092		3.62	%
Bermuda		6,659		5.90	%
Australia		536		0.47	%
Europe		-		0.00	%
Total	$	331,071		293.12	%

F-13

As of December 31, 2025, the industry composition of the Company’s portfolio at fair value was as follows:

Industry	Investments at<br>Fair Value		Percentage of<br>Net Assets
Structured Finance	$	47,899		42.44	%
Specialty Finance		38,462		34.05	%
Short-Term Investments		32,803		29.04	%
Technology		31,550		27.93	%
Consumer Products		24,174		21.40	%
Insurance		22,604		20.01	%
Chemicals		19,359		17.14	%
Food & Staples		15,908		14.08	%
Industrial		12,943		11.46	%
Metals & Mining		10,189		9.02	%
Consumer Services		10,113		8.95	%
Credit Fund		10,096		8.94	%
Business Services		8,712		7.71	%
Transportation Equipment Manufacturing		6,316		5.59	%
Apparel		5,572		4.93	%
Energy Services		5,393		4.77	%
Packaging		4,025		3.56	%
Casinos & Gaming		3,865		3.42	%
Oil & Gas Exploration & Production		3,817		3.38	%
Marketing Services		3,073		2.72	%
Restaurants		3,056		2.71	%
Energy Midstream		2,970		2.63	%
Financial Services		2,834		2.51	%
Textiles		1,954		1.73	%
Retail		1,450		1.28	%
Healthcare		995		0.88	%
Closed-End Fund		899		0.80	%
Media		40		0.04	%
Total	$	331,071		293.12	%

The accompanying notes are an integral part of these financial statements.

F-14

GREAT ELM CAPITAL CORP.

SCHEDULE OF INVESTMENTS

December 31, 2024

Dollar amounts in thousands

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
Investments at Fair Value
Advancion	Chemicals	2nd Lien, Secured Loan	2, 16	1M SOFR + 7.85% (12.21%)	09/21/2022	11/24/2028		1,625		1,532		1,584
American Coastal Insurance Corp.	Insurance	Unsecured Bond	14	7.25%	12/20/2022	12/15/2027		13,000		8,112		12,367
Auction.com	Financial Services	1st Lien, Secured Loan	2, 17	3M SOFR + 6.00% (10.27%)	09/09/2024	05/26/2028		2,835		2,739		2,532
Avation Capital SA	Aircraft	2nd Lien, Secured Bond	7, 10, 11, 14	8.25%	02/04/2022	10/31/2026		4,671		4,369		4,566
Blackstone Secured Lending Fund	Closed-End Fund	Common Equity	10	n/a	09/25/2024	n/a		6,000		182		194	*
Blue Ribbon, LLC	Food & Staples	1st Lien, Secured Loan	2, 16	3M SOFR + 6.26% (10.85%)	09/05/2024	05/07/2028		493		351		330
CLO Formation JV, LLC	Structured Finance	Common Equity	4, 10, 12	n/a	04/23/2024	n/a		124		39,714		40,089		71.25	%
Conuma Resources LTD	Metals & Mining	1st Lien, Secured Bond	10, 14	13.13%	08/08/2024	05/01/2028		4,900		5,014		4,974
Coreweave Compute Acquisition Co. II, LLC	Technology	1st Lien, Secured Loan	2, 6, 14	3M SOFR + 9.62% (14.15%)	08/21/2023	07/31/2028		12,780		12,653		13,035
Coreweave Compute Acquisition Co. IV, LLC	Technology	1st Lien, Secured Loan	2, 6, 14	3M SOFR + 6.00% (10.53%)	05/29/2024	05/16/2030		5,058		4,985		5,058
CSC ServiceWorks	Consumer Services	1st Lien, Secured Loan	2, 16	3M SOFR + 4.26% (8.71%)	09/26/2023	03/04/2028		4,951		4,286		4,158
CW Opportunity 2 LP	Technology	Private Fund	10, 12	n/a	05/14/2024	n/a		6,000,000		6,000		7,246
Del Monte Foods Corp II Inc	Food & Staples	1st Lien, Secured Loan	2, 7, 15	3M SOFR + 10.15% (12.62% Cash + 2.00% PIK)	10/16/2024	08/02/2028		3,853		3,803		3,830
Dynata, LLC (New Insight Holdings, Inc.)	Internet Media	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 5.26% (9.79%)	07/15/2024	07/15/2028		793		783		793
Dynata, LLC (New Insight Holdings, Inc.)	Internet Media	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 5.76% (10.29%)	07/15/2024	10/15/2028		4,768		4,768		4,451
Dynata, LLC (New Insight Holdings, Inc.)	Internet Media	Common Equity	6, 8	n/a	07/15/2024	n/a		108,405		11,525		1,753		1.08	%
Dynata, LLC (New Insight Holdings, Inc.)	Internet Media	Warrants	6, 8	n/a	07/15/2024	n/a		45,714		-		-		3.20	%
EagleView Technology Corp	Technology	1st Lien, Secured Loan	2, 14	3M SOFR + 3.76% (8.09%)	10/21/2024	08/14/2025		4,737		4,504		4,472
Elevate Textiles, Inc.	Textiles	1st Lien, Secured Loan	2, 6, 7, 17	3M SOFR + 6.65% (5.74% Cash + 5.50% PIK)	11/07/2024	09/30/2027		1,642		1,265		1,285
Fairbanks Morse Defense (Arcline FM Holdings, LLC)	Defense	1st Lien, Secured Loan	2, 16	3M SOFR + 4.50% (9.31%)	07/19/2024	06/23/2028		3,980		3,978		3,999
First Brands, Inc.	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 5.26% (9.85%)	06/09/2023	03/30/2027		7,583		7,495		7,141
First Brands, Inc.	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 5.26% (9.85%)	03/08/2024	03/30/2027		1,783		1,773		1,679
First Brands, Inc.	Transportation Equipment Manufacturing	2nd Lien, Secured Loan	2, 6, 17	3M SOFR + 8.76% (13.35%)	03/24/2021	03/30/2028		16,200		15,715		15,122
Flexsys Holdings	Chemicals	1st Lien, Secured Loan	2, 16	3M SOFR + 5.51% (9.84%)	10/27/2022	11/01/2028		4,389		3,665		3,347

F-15

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value		Percentage of Class(3)
Foresight Energy	Metals & Mining	1st Lien, Secured Loan	2, 6, 19	3M SOFR + 8.10% (12.43%)	07/29/2021	06/30/2027		5,896		5,918		5,429
Form Technologies, LLC	Industrial	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 4.85% (9.36%)	01/25/2024	07/22/2025		3,228		3,167		3,223
Form Technologies LLC	Industrial	1st Lien, Secured Loan	2, 6, 15	1M SOFR + 5.75% (10.08%)	11/01/2024	04/30/2030		4,750		4,655		4,655
FPL Food LLC	Food & Staples	1st Lien, Secured Loan	2, 6, 22	Prime + 3.25% (11.50%)	10/02/2024	02/13/2027		2,500		2,500		2,512
FS KKR CAPITAL CORP	Closed-End Fund	Common Equity	10	n/a	05/09/2024	n/a		149,000		3,022		3,236	*
Great Elm Specialty Finance, LLC	Specialty Finance	Subordinated Note	4, 6, 14	13.00%	09/01/2023	06/30/2026		29,733		29,733		29,733
Great Elm Specialty Finance, LLC	Specialty Finance	Common Equity	4, 6	n/a	09/01/2023	n/a		87,500		17,567		13,482		87.50	%
Greenfire Resources Ltd.	Oil & Gas Exploration & Production	1st Lien, Secured Bond	10, 11	12.00%	09/13/2023	10/01/2028		5,178		5,095		5,579
Harvey Gulf Holdings LLC	Shipping	Secured Loan B	2, 6, 20	1M SOFR + 7.03% (11.39%)	02/28/2024	01/19/2029		8,784		8,721		8,872
Inmar Inc.	Consumer Services	1st Lien, Secured Loan	2, 15	1M SOFR + 5.00% (9.36%)	10/31/2024	10/24/2031		1,990		1,980		1,993
Ipsen US Holdings, INC.	Industrial	1st Lien, Secured Loan	2, 6, 7, 21	1M SOFR + 11.57% (7.63% Cash + 8.30% PIK)	08/14/2024	07/31/2029		5,162		4,982		4,996
Lummus Technology Holdings	Chemicals	Unsecured Bond	11, 14	9.00%	05/17/2022	07/01/2028		1,500		1,278		1,519
Mad Engine Global, LLC	Apparel	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 7.00% (11.59%)	06/30/2021	07/15/2027		5,709		5,154		4,911
Manchester Acquisition Sub, LLC	Chemicals	1st Lien, Secured Loan	2, 16	3M SOFR + 5.90% (10.37%)	09/26/2023	11/01/2026		6,927		6,522		6,524
Maverick Gaming LLC	Casinos & Gaming	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 7.50% (12.11%)	04/03/2024	06/03/2028		1,476		1,476		1,476
Maverick Gaming LLC	Casinos & Gaming	1st Lien, Secured Loan	2, 6, 7	3M SOFR + 7.50% (12.11% PIK)	04/03/2024	06/03/2028		5,569		6,221		4,009
New Wilkie Energy	Metals & Mining	Super Senior Receivership Loan	6, 7, 10	15.00%	06/03/2024	02/18/2027		144		144		144
New Wilkie Energy	Metals & Mining	SS Working Capital Facility	6, 7, 10	16.00%	02/16/2024	02/18/2027		1,202		1,202		1,202
New Wilkie Energy	Metals & Mining	1st Lien, Secured Loan	2, 6, 7, 9, 10, 14	n/a	04/03/2023	04/06/2026		4,935		4,821		1,322
New Wilkie Energy	Metals & Mining	Warrants	6, 8, 10	n/a	04/06/2023	n/a		1,078,899		-		-	*
Nice-Pak Products Inc.	Consumer Products	Secured Loan B	2, 6, 7, 17	3M SOFR + 11.76% (10.09% Cash + 6.00% PIK)	09/30/2022	09/30/2027		9,253		9,098		9,363
Nice-Pak Products Inc.	Consumer Products	Promissory Note	6, 8	n/a	09/30/2022	n/a		1,448,864		-		1,449
Nice-Pak Products Inc.	Consumer Products	Warrants	6, 8	n/a	09/30/2022	n/a		880,909		-		2,744		2.56	%
Northeast Grocery Inc	Food & Staples	1st Lien, Secured Loan	2, 6, 17	3M SOFR + 7.50% (12.02%)	08/08/2024	12/13/2028		2,672		2,704		2,695
PFS Holdings Corp.	Food & Staples	Common Equity	5, 6, 8	n/a	11/13/2020	n/a		5,238		12,379		-		5.05	%
PowerStop LLC	Transportation Equipment Manufacturing	1st Lien, Secured Loan	2, 15	3M SOFR + 4.75% (9.36%)	02/09/2024	01/26/2029		2,319		2,148		2,198
ProFrac Holdings II, LLC	Energy Services	1st Lien, Secured Bond	2, 6, 10, 11, 21	3M SOFR + 7.51% (11.84%)	12/27/2023	01/23/2029		6,344		6,290		6,522
Ruby Tuesday Operations LLC	Restaurants	1st Lien, Secured Loan	2, 6, 7, 18	1M SOFR + 12.11% (10.65% Cash + 6.00% PIK)	09/03/2024	02/24/2027		2,657		2,633		2,595
Ruby Tuesday Operations LLC	Restaurants	1st Lien, Secured Loan	2, 6, 7	1M SOFR + 16.00% (0.00% Cash + 20.65% PIK)	01/31/2023	02/24/2027		741		741		738
Ruby Tuesday Operations LLC	Restaurants	Warrants	6, 8	n/a	02/24/2021	n/a		311,697		-		456		2.81	%

F-16

Portfolio Company	Industry	Security(1)	Notes	Interest Rate(2)	Initial Acquisition Date	Maturity Date	Par Amount / Quantity		Cost		Fair Value			Percentage of Class(3)
Runner Buyer Inc.	Retail	1st Lien, Secured Loan	2, 16	3M SOFR + 5.61% (10.11%)	11/07/2024	10/23/2028		1,995		977		921
Spencer Spirit IH LLC	Retail	1st Lien, Secured Loan	2, 14	1M SOFR + 5.50% (10.02%)	06/25/2024	07/15/2031		898		891		901
Stone Ridge Opportunities Fund L.P.	Insurance	Private Fund	8, 10, 12	n/a	01/01/2023	n/a		2,379,875		2,380		3,842
Thryv, Inc.	Marketing Services	1st Lien, Secured Loan	2, 10, 16	1M SOFR + 6.75% (11.11%)	04/30/2024	05/01/2029		1,395		1,382		1,416
TPC Group Inc	Chemicals	1st Lien, Secured Loan	2, 14	3M SOFR + 5.75% (10.11%)	11/22/2024	11/22/2031		950		936		944
Trouvaille Re Ltd.	Insurance	Preference Shares	6, 8, 10	n/a	03/27/2024	n/a		100		5,000		6,155
TRU Taj Trust	Retail	Common Equity	6, 8	n/a	07/21/2017	n/a		16,000		611		54			2.75	%
TruGreen LP	Consumer Services	1st Lien, Secured Loan	2, 16	1M SOFR + 4.10% (8.46%)	05/14/2024	11/02/2027		1,786		1,715		1,735
TruGreen LP	Consumer Services	2nd Lien, Secured Loan	2, 16	3M SOFR + 8.76% (13.35%)	05/14/2024	11/02/2028		900		713		795
Universal Fiber Systems	Chemicals	1st Lien, Secured Loan	2, 6, 7, 17	1M SOFR + 12.11% (8.47% Cash + 8.00% PIK)	10/16/2024	09/30/2028		5,451		5,442		5,369
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		41,687		6,809		6,836			5.44	%
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		371		-		8		*
Universal Fiber Systems	Chemicals	Common Equity	6, 8	n/a	10/16/2024	n/a		976		-		-			2.37	%
Victra (LSF9 Atlantis Holdings LLC)	Retail	1st Lien, Secured Loan	2, 16	3M SOFR + 5.25% (9.61%)	09/10/2024	03/31/2029		1,210		1,211		1,224
Vi-Jon	Consumer Products	1st Lien, Secured Loan	2, 6, 7, 21	3M SOFR + 10.26% (12.85% Cash + 2.00% PIK)	12/28/2023	12/28/2028		8,837		8,616		8,691
Vi-Jon	Consumer Products	1st Lien, Secured Loan	2, 6, 7, 21	3M SOFR + 10.26% (12.87% Cash + 2.00% PIK)	10/29/2024	12/28/2028		2,981		2,909		2,932
W&T Offshore, Inc.	Oil & Gas Exploration & Production	2nd Lien, Secured Bond	10, 11, 14	11.75%	01/12/2023	02/01/2026		4,816		4,816		4,857
Total Investments excluding Short-Term Investments (238.23% of Net Assets)										343,770		324,262
Short-Term Investments
MFB Northern Inst Funds Treas Portfolio Premier CL	Short-Term Investments	Money Market		0.00%	12/12/2024	n/a		8,448,462		8,448		8,448
Total Short-Term Investments (6.21% of Net Assets)										8,448		8,448
TOTAL INVESTMENTS (244.44% of Net Assets)			13						$	352,218	$	332,710
Liabilities in Excess of Other Assets (144.44% of Net Assets)											$	(196,597	)
NET ASSETS											$	136,113

F-17

• Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933 and, therefore, are generally subject to limitations on resale, and may be deemed to be “restricted securities” under the Securities Act of 1933.

• Certain of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to Secured Overnight Financing Rate (“SOFR”) or prime rate (“Prime”) which are reset periodically. For each debt investment, the Company has provided the interest rate in effect as of period end. A floor is the minimum rate that will be applied in calculating an interest rate. A cap is the maximum rate that will be applied in calculating an interest rate. The SOFR as of period end was 4.49%. The one-month (“1M”) SOFR as of period end was 4.33%. The three-month (“3M”) SOFR as of period end was 4.31%. The six-month (“6M”) SOFR as of period end was 4.25%. The prime rate as of period end was 7.50%.

• Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

• “Controlled Investments” are investments in those companies that are “Controlled Investments” of the Company, as defined in the Investment Company Act. A company is deemed to be a “Controlled Investment” of the Company if the Company owns more than 25% of the voting securities of such company.

• “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of the Company, as defined in the Investment Company Act, which are not “Controlled Investments.” A company is deemed to be an “Affiliate” of the Company if the Company owns 5% or more, but less than 25%, of the voting securities of such company.

• Investments classified as Level 3 whereby fair value was determined by the Company’s board of directors (the “Board”) .

• Security pays, or has the option to pay, some or all of its interest in kind. As of December 31, 2024, the Avation Capital SA secured bond, Nice-Pak Products, Inc. secured loan B, Ruby Tuesday Operations, LLC secured loan and each of the Universal Fiber Systems term loans pay a portion of their interest in-kind and the rates above reflect the payment-in-kind ("PIK") interest rates.

• Non-income producing security.

• Investment was on non-accrual status as of period end.

• Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. Of the Company’s total assets, 26.74% were non-qualifying assets as of period end.

• Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. Such security may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration.

• As a practical expedient, the Company uses net asset value to determine the fair value of this investment.

• As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $16,176; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $37,761; the net unrealized depreciation was $(21,585); the aggregate cost of securities for Federal income tax purposes was $354,295.

• Loan includes interest rate floor of 0.00%.

• Loan includes interest rate floor of 0.50%.

• Loan includes interest rate floor of 0.75%.

• Loan includes interest rate floor of 1.00%.

• Loan includes interest rate floor of 1.25%.

  F-18

• Loan includes interest rate floor of 1.50%.

• Loan includes interest rate floor of 2.00%.

• Loan includes interest rate floor of 2.50%.

• Loan includes interest rate floor of 8.25%.

* Represents less than 1%.

F-19

As of December 31, 2024, the Company’s investments consisted of the following:

Investment Type	Investments at<br>Fair Value		Percentage of<br>Net Assets
Debt	$	236,718		173.91	%
Equity/Other		87,544		64.32	%
Short-Term Investments		8,448		6.21	%
Total	$	332,710		244.44	%

As of December 31, 2024, the geographic composition of the Company’s portfolio at fair value was as follows:

Geography	Investments at<br>Fair Value		Percentage of<br>Net Assets
United States	$	308,768		226.86	%
Canada		10,553		7.75	%
Bermuda		6,155		4.52	%
Europe		4,566		3.35	%
Australia		2,668		1.96	%
Total	$	332,710		244.44	%

F-20

As of December 31, 2024, the industry composition of the Company’s portfolio at fair value was as follows:

Industry	Investments at<br>Fair Value		Percentage of<br>Net Assets
Specialty Finance	$	43,215		31.76	%
Structured Finance		40,089		29.45	%
Technology		29,811		21.90	%
Transportation Equipment Manufacturing		26,140		19.20	%
Chemicals		26,131		19.20	%
Consumer Products		25,179		18.50	%
Insurance		22,364		16.43	%
Metals & Mining		13,071		9.60	%
Industrial		12,874		9.46	%
Oil & Gas Exploration & Production		10,436		7.67	%
Food & Staples		9,367		6.88	%
Short-Term Investments		8,448		6.21	%
Shipping		8,872		6.52	%
Consumer Services		8,681		6.38	%
Internet Media		6,997		5.14	%
Energy Services		6,522		4.79	%
Casinos & Gaming		5,485		4.03	%
Apparel		4,911		3.61	%
Aircraft		4,566		3.35	%
Defense		3,999		2.94	%
Restaurants		3,789		2.78	%
Closed-End Fund		3,430		2.52	%
Retail		3,100		2.28	%
Financial Services		2,532		1.86	%
Marketing Services		1,416		1.04	%
Textiles		1,285		0.94	%
Total	$	332,710		244.44	%

The accompanying notes are an integral part of these financial statements.

F-21

GREAT ELM CAPITAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

Dollar amounts in thousands, except share and per share amounts

1. ORGANIZATION

Great Elm Capital Corp. (the “Company”) was formed on April 22, 2016 as a Maryland corporation. The Company is structured as an externally managed, non-diversified closed-end management investment company. The Company elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is managed by Great Elm Capital Management, LLC, a Delaware corporation (“GECM”), a subsidiary of Great Elm Group, Inc., a Delaware corporation (“GEG”).

The Company seeks to generate current income and capital appreciation through debt and income-generating equity investments, including investments in specialty finance businesses.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The Company’s functional currency is U.S. dollars and these financial statements have been prepared in that currency. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X and Regulation S-K. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ASC Topic 946, Financial Services – Investment Companies.Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. Significant estimates include the valuation of investments. Revenue Recognition. Interest and dividend income, including income paid in kind, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments, are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment if such fees are fixed in nature. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, and end-of-term or exit fees that have a contingency feature or are variable in nature are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are generally included in interest income.

Interest income received as paid-in-kind (“PIK”) is reported separately in the Statements of Operations. Income is included as PIK if the instrument solely provides for settlement in kind. In the event that the borrower can settle in kind or via cash payment, the income is not included as PIK until the borrower elects to pay in kind and the payment is received by the Company. In the event there is a lesser cash rate in a PIK toggle instrument, income is accrued at the lesser cash rate until the coupon is paid in kind and such larger payment is received by the Company.

Certain of the Company’s debt investments were purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate debt instruments are generally amortized using the effective-interest or constant-yield method assuming there are no material questions as to collectability.

F-22

Interest income in CLO subordinated note investments are recorded on an accrual basis utilizing an effective interest methodology based upon an effective yield to maturity of projected cash flows. ASC Topic 325-40, Beneficial Interests in Securitized Financial Assets (“ASC 325”) requires investment income from such investments be recognized under the effective interest method, with any difference between cash distributed and the amount calculated pursuant to the effective interest method be recorded as an adjustment to the cost basis of the investment. It is the Company’s policy to monitor and update the effective yield for each CLO subordinated note position held at each measurement date and updated periodically, as needed.Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation). The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the net change in portfolio investment values and portfolio investment cost bases during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.Cash and Cash Equivalents. Cash and cash equivalents typically consist of bank demand deposits. Restricted cash generally consists of collateral for unfunded positions held by counterparties. Cash and cash equivalents are carried at cost, which approximates fair value. Valuation of Portfolio Investments. The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by GECM. The Company's board of directors (the "Board") has named GECM as the Board's valuation designee.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 4.

The Company values its portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Board. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of the Company, (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (3) are able to transact for the asset, and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

F-23

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. The Company generally obtains market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. Short term debt investments with remaining maturities within ninety days are generally valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with the Company’s documented valuation policy that has been reviewed and approved by the Board, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.

The valuation process approved by the Board with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

• The investment professionals of GECM provide recent portfolio company financial statements and other reporting materials to an independent valuation firm (or firms) approved by the Board;
• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented, discussed, and iterated with senior management of GECM;
• The fair value of investments comprising in the aggregate less than 5% of the Company’s total capitalization and individually less than 1% of the Company’s total capitalization may be determined by GECM in good faith in accordance with the Company’s valuation policy without the employment of an independent valuation firm;
• GECM, as the Board's valuation designee, approves the fair value of the investments in the Company’s portfolio in good faith based on the input of GECM, the independent valuation firms (to the extent applicable) and the business judgment of the audit committee and the Board, respectively.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, and enterprise values.

F-24

Investments in revolvers or delayed draw loans may include unfunded commitments for which the Company’s acquisition cost will be offset by compensation received on the portion of the commitment that is unfunded. As a result, the purchases of a commitment that is not fully funded may result in a negative cost basis for the funded commitment. The fair value of the unfunded commitment is adjusted for price appreciation or depreciation and may result in a negative fair value for the unfunded commitment. Deferred Financing Costs and Deferred Offering Costs. Deferred financing costs and deferred offering costs consist of fees and expenses incurred in connection with financing or capital raising activities and include professional fees, printing fees, filing fees and other related expenses.

Deferred financing costs incurred in connection with the revolving credit facility are amortized on a straight-line basis over the term of the revolving credit facility. Unamortized costs are included in deferred financing costs on the statements of assets and liabilities and amortization of those costs is included in interest expense on the statements of operations.

Deferred offering costs incurred in connection with the unsecured notes are amortized over the term of the respective unsecured note using the effective interest method. Unamortized costs are treated as a reduction to the carrying amount of the debt on the statements of assets and liabilities and amortization of those costs is included in interest expense on the statements of operations.

Deferred offering costs incurred in connection with the shelf registration on form N-2 are capitalized when incurred and recognized as a reduction to offering proceeds when the offering becomes effective or expensed upon expiration of the registration statement, if applicable. Deferred offering costs are included with prepaid expenses and other assets on the statements of assets and liabilities.

Prepaid Expenses and Other Assets. Prepaid expenses include expenses paid in advance such as annual insurance premiums and deferred offering costs, as described above. Other assets may include contributions to investments paid in advance of trade date. Segment Reporting. The Company operates as a single reportable segment and as a result, the Company’s segment accounting policies are consistent with those described herein and the Company does not have any intra-segment sales and transfers of assets. See “Note 12. Segment Reporting” for further information.Foreign Currency Translation. Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (1) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates effective on the date of valuation; and (2) purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.U.S. Federal Income Taxes. From inception to September 30, 2016, the Company was a taxable association under Internal Revenue Code of 1986, as amended (the “Code”). The Company has elected to be taxed as a regulated investment company (“RIC”) under subchapter M of the Code. The Company intends to operate in a manner so as to qualify for the tax treatment applicable to RICs in that taxable year and all future taxable years. In order to qualify as a RIC, among other things, the Company will be required to timely distribute to its stockholders at least 90% of investment company taxable income (“ICTI”) including PIK interest, as defined by the Code, for each taxable year in order to be eligible for tax treatment under subchapter M of the Code. Depending on the level of ICTI earned in a tax year, the Company may choose to relate back distributions in the next tax year to meet the requirement to distribute 90% of its ICTI in the prior year. Any such "spillover dividends" must generally be declared on or before the 15th day of the ninth month after the tax-year end. So long as the Company maintains its status as a RIC, it generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as distributions. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s stockholders and will not be reflected in the financial statements of the Company.

F-25

If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”), the Company will generally be required to pay an excise tax equal to 4% of the amount by the which Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

The Company has accrued $579, $348 and $287 of excise tax expense for the years ended December 31, 2025, 2024 and 2023, respectively.

At December 31, 2025, the Company, for federal income tax purposes, had capital loss carryforwards of $188,051 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Code, and thus will reduce the amount of distributions to stockholders, which would otherwise be necessary to relieve the Company of any liability for federal income tax. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Of the capital loss carryforwards at December 31, 2025 $38,660 are limited losses and available for use subject to annual limitation under Section 382. Of the capital losses at December 31, 2025, $16,815 are short-term and $171,236 are long term.

ASC 740 Accounting for Uncertainty in Income Taxes (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (fiscal years 2022 through 2025), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

Recent Accounting Pronouncements

Income Statement. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its financial statements.

Interim Reporting. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) to improve the navigability of the guidance in ASC 270 and clarify when it applies. The amendments in this ASU are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 31, 2027. Early adoption is permitted. The Company is evaluating the potential impact that the adoption of this ASU will have on its financial statements and related disclosures.

F-26

3. SIGNIFICANT AGREEMENTS AND RELATED PARTIES

Investment Management Agreement. The Company has an investment management agreement (the “Investment Management Agreement”) with GECM. Beginning on November 4, 2016, the Company began accruing for GECM’s fees for its services under the Investment Management Agreement. This fee consists of two components: a base management fee and an incentive fee. Effective August 1, 2022, upon receiving approval from the Company’s stockholders, the Company and GECM amended the Investment Management Agreement to reset the Capital Gains Incentive Fee to begin on April 1, 2022, which eliminated $163.2 million of historical realized and unrealized losses incurred prior to April 1, 2022 in calculating future incentive fees. In addition, the Income Incentive Fee was amended to reset the mandatory deferral commencement date used in calculating deferred incentive fees to April 1, 2022.

The Company’s Chief Executive Officer and President is also a portfolio manager for GECM, as well as a Managing Director of Imperial Capital Asset Management, LLC. The Company’s Chief Compliance Officer is also the chief compliance officer and general counsel of GECM, and the president of GEG. The Company’s Chief Financial Officer is also the chief financial officer of GEG.

Management Fee The base management fee is calculated at an annual rate of 1.50% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. The base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial quarter are prorated.

For the years ended December 31, 2025, 2024 and 2023, management fees amounted to $4,987, $4,456 and $3,539, respectively. As of December 31, 2025 and 2024, $1,183 and $1,248 remained payable, respectively.

Incentive Fee The incentive fee consists of two components that are independent of each other with the result that one component may be payable even if the other is not. One component of the incentive fee is based on income (the “Income Incentive Fee”) and the other component is based on capital gains (the “Capital Gains Incentive Fee”).

The Income Incentive Fee is calculated on a quarterly basis as 20% of the amount by which the Company’s pre-incentive fee net investment income (the “Pre-Incentive Fee Net Investment Income”) for the quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which GECM receives all of such income in excess of the 1.75% level but less than 2.1875% (8.75% annualized) and subject to a total return requirement (described below). The effect of the “catch-up” provision is that, subject to the total return provision, if pre-incentive fee net investment income exceeds 2.1875% of the Company’s net assets at the end of the immediately preceding calendar quarter, in any calendar quarter, GECM will receive 20.0% of the Company’s pre-incentive fee net investment income as if the 1.75% hurdle rate did not apply. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the then current quarter.

Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, PIK interest, PIK dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Company has recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation.

Any Income Incentive Fee otherwise payable with respect to Accrued Unpaid Income (collectively, the “Accrued Unpaid Income Incentive Fees”) is deferred, on a security by security basis, and becomes payable only if, as, when and to the extent cash is received by the Company or its subsidiaries in respect thereof. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (1) reduce Pre-Incentive Fee Net Investment Income and (2) reduce the amount of Accrued Unpaid Income Incentive Fees previously deferred.

F-27

The Company will defer cash payment of any Income Incentive Fee otherwise payable to the investment adviser in any quarter (excluding Accrued Unpaid Income Incentive Fees with respect to such quarter) that exceeds (1) 20% of the Cumulative Pre‑Incentive Fee Net Return (as defined below) during the most recent twelve full calendar quarter period ending on or prior to the date such payment is to be made (the “Trailing Twelve Quarters”) less (2) the aggregate incentive fees that were previously paid to the investment adviser during such Trailing Twelve Quarters (excluding Accrued Unpaid Income Incentive Fees during such Trailing Twelve Quarters and not subsequently paid). “Cumulative Pre‑Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means the sum of (a) pre‑incentive fee net investment income in respect of such Trailing Twelve Quarters less (b) net realized capital losses and net unrealized capital depreciation, if any, in each case calculated in accordance with GAAP, in respect of such Trailing Twelve Quarters. As a result of the amendment effective August 1, 2022, the calculation of the Cumulative Pre-Incentive Fee Net Return begins as of April 1, 2022.

Under the Capital Gains Incentive Fee, the Company is obligated to pay GECM at the end of each calendar year 20% of the aggregate cumulative realized capital gains from April 1, 2022 through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.

In March 2022, GECM waived all accrued and unpaid incentive fees as of March 31, 2022. As of March 31, 2022, there were approximately $4.9 million of accrued fees. In connection with the waiver, the Company recognized the reversal of these accrued fees during the period ending March 31, 2022, resulting in a corresponding increase in net income in that period. The incentive fee waiver is not subject to recapture.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred Income Incentive Fees of $3,742, $2,580 and $3,132, respectively. As of December 31, 2025 and 2024, $2,267 and $1,712 of Income Incentive Fees, respectively remained payable and $0 was immediately payable after calculating the total return requirement. These payable amounts may include both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and will become due upon meeting the criteria described above. For the years ended December 31, 2025, 2024 and 2023, the Company did not have any Capital Gains Incentive Fees accrual.

The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as an investment adviser of the Company.

Administration Fees. The Company has an administration agreement (the “Administration Agreement”) with GECM to provide administrative services, including, among other things, furnishing the Company with office facilities, equipment, clerical, bookkeeping and record keeping services. The Company will reimburse GECM for its allocable portion of overhead and other expenses of GECM in performing its obligations under the Administration Agreement. Compensation of administrator personnel is allocated based on time allocation for the period. Other overhead costs are based on a combination of time allocation and total headcount.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Administration Agreement or otherwise as administrator for the Company.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred expenses under the Administration Agreement of $1,619, $1,376 and $1,522, respectively. As of December 31, 2025 and 2024, $292 and $156 remained payable, respectively.

F-28

4. FAIR VALUE MEASUREMENT

The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

Basis of Fair Value Measurement

Level 1 - Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 - Investments valued using other unadjusted observable market inputs, e.g., quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 - Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 should be read in conjunction with the information outlined below.

The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.

Level 2 Instruments Valuation Techniques and Significant Inputs

Equity, Bank Loans, Corporate Debt, and Other Debt Obligations

The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency may include commercial paper, most government agency obligations, certain corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly-listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.

Valuations of Level 2 debt and equity instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g., indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources.

F-29

Level 3 Instruments Valuation Techniques and Significant Inputs

Bank Loans, Corporate Debt, and Other Debt Obligations

Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on an analysis of market comparables, transactions in similar instruments and/or recovery and liquidation analyses.

Equity

Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available:<br><br> Transactions in similar instruments;<br><br> Discounted cash flow techniques;<br><br> Third party appraisals; and<br><br> Industry multiples and public comparables.<br><br>Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:<br><br> Current financial performance as compared to projected performance;<br><br> Capitalization rates and multiples; and<br><br> Market yields implied by transactions of similar or related assets.

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of December 31, 2025 and 2024. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment (if any), call provisions and comparable company valuations. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market multiples would result in an increase or decrease, respectively, in the fair value.

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of December 31, 2025:

Type of Investment	Level 1		Level 2		Level 3		Total
Asset
Debt	$	-	$	81,893	$	121,618	$	203,511
Equity/Other		10,994		138		31,437		42,569
Short Term Investments		32,803		-		-		32,803
Total	$	43,797	$	82,031	$	153,055	$	278,883
Investment measured at net asset value(1)								52,188
Total Investments, at fair value							$	331,071

F-30

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of December 31, 2024:

Assets	Level 1		Level 2		Level 3		Total
Debt	$	-	$	76,764	$	159,954	$	236,718
Equity/Other		3,430		-		32,937		36,367
Short Term Investments		8,448		-		-		8,448
Total	$	11,878	$	76,764	$	192,891	$	281,533
Investment measured at net asset value(1)								51,177
Total Investments, at fair value							$	332,710

(1) Certain investments that are measured at fair value using net asset value (“NAV”) have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Statements of Assets and Liabilities.

The following is a reconciliation of Level 3 assets for the year ended December 31, 2025:

Level 3	Beginning Balance as of January 1, 2025		Net Transfers In/Out			Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized<br>Appreciation (Depreciation)(2)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Ending Balance as of December 31, 2025
Debt	$	159,954	$	(16,534	)	$	70,835	$	(2,362	)	$	(12,777	)	$	(77,963	)	$	465	$	121,618
Equity/Other		32,937		-			6,191		(6,611	)		4,403			(5,483	)		-		31,437
Total investment assets	$	192,891	$	(16,534	)	$	77,026	$	(8,973	)	$	(8,374	)	$	(83,446	)	$	465	$	153,055

The following is a reconciliation of Level 3 assets for the year ended December 31, 2024:

Level 3	Beginning Balance as of January 1, 2024		Net Transfers In/Out		Purchases(1)		Net Realized Gain (Loss)			Net Change in Unrealized<br>Appreciation (Depreciation)(2)			Sales and Settlements(1)			Net Amortization of Premium/ Discount		Ending Balance as of December 31, 2024
Debt	$	122,693	$	17,179	$	80,149	$	(36	)	$	740		$	(61,155	)	$	384	$	159,954
Equity/Other		20,044		1,449		28,334		-			(11,890	)		(5,000	)		-		32,937
Total investment assets	$	142,737	$	18,628	$	108,483	$	(36	)	$	(11,150	)	$	(66,155	)	$	384	$	192,891

• Purchases may include new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings, capitalized PIK income, and securities received in corporate actions and restructurings. Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities), and securities delivered in corporate actions and restructuring of investments.
• The net change in unrealized appreciation/(depreciation) relating to Level 3 assets still held at December 31, 2025 totaled $(17,288) consisting of the following: $(16,110) related to debt investments and $(1,178) related to equity/other. The net change in unrealized depreciation relating to Level 3 assets still held at December 31, 2024 totaled $(15,902) consisting of the following: $(4,822) related to debt investments and $(11,080) related to equity/other.

Six investments with a fair value of $35,809 were transferred from Level 3 to Level 2 as a result of increased pricing transparency during the year ended December 31, 2025. Five investments with an aggregate fair value of $19,275 were transferred from Level 2 to Level 3 as a result of decreased pricing transparency during the year ended December 31, 2025.

One investment with a fair value of $3,970 was transferred from Level 3 to Level 2 as a result of increased pricing transparency during the year ended December 31, 2024. Four investments with an aggregate fair value of $22,597 were transferred from Level 2 to Level 3 as a result of decreased pricing transparency during the year ended December 31, 2024.

Changes in pricing transparency are the result of changes in the number of brokers quoting an investment and evidence of observable trading activity at a given price. These factors support the assumption that prices provided

F-31

by third-party vendors are representative of the value that an investment may transact at, whereas limited evidence of these factors may indicate that additional valuation procedures including unobservable inputs should be utilized.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of December 31, 2025 and 2024, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

As of December 31, 2025
Investment Type	Fair value		Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
Debt	$	86,912	Income Approach	Discount Rate	8.02% - 27.19% (14.95%)
		25,325	Recent Transaction
		8,386	Market Approach	Earnings Multiple	0.00 - 9.75 (0.00)
		995	Broker Quotes		99.50 - 99.50 (99.50)
Total Debt	$	121,618
Equity / Other	$	13,137	Recent Transaction
		6,659	Insurance Industry Model	Estimated Losses	$0.0MM-$65.0MM($32.5MM)
		6,474	Income Approach	Discount Rate	17.00% - 19.00% (18.00%)
		5,082	Market Approach	Earnings Multiple	0.09 - 10.00 (8.76)
		85	Asset Recovery / Liquidation
Total Equity/Other	$	31,437
As of December 31, 2024
---	---	---	---	---	---
Investment Type	Fair value		Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
Debt	$	117,413	Income Approach	Discount Rate	9.37% - 22.48% (15.13%)
		35,710	Recent Transaction
		6,831	Market Approach	Earnings Multiple	0.30 - 8.00 (4.66)
Total Debt	$	159,954
Equity/Other	$	20,327	Recent Transaction
		6,401	Market Approach	Earnings Multiple	0.09 - 8.25 (6.67)
		6,155	Insurance Industry Model	Estimated Losses	$0.0MM - $65.0MM ($32.5MM)
		54	Asset Recovery / Liquidation (3)
Total Equity/Other	$	32,937

• The fair value of any one instrument may be determined using multiple valuation techniques or unobservable inputs.

• Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

  F-32

• Investments valued using the asset recovery or liquidation technique include investments for which valuation is based on current financial data without a discount rate applied.

As of December 31, 2025, certain investments were valued using the market approach while they had been valued using recent transaction data as of December 31, 2024. The valuation technique was changed as the referenced transaction was no longer considered to be recent and it was determined that the market approach incorporated more current unobservable data.

In accordance with ASC 820, certain investments that do not have a readily determinable fair value and which are within the scope of Topic 946, Financial Services - Investment Companies, may be measured using NAV as a practical expedient. As of December 31, 2025, the Company held three investments valued using NAV as a practical expedient. These investments are generally restricted from withdrawal subject to the terms of each investment vehicle with withdrawals allowed no more than annually. There is no set duration for these entities.

5. DEBT

Revolver

On May 5, 2021, the Company entered into a Loan, Guarantee and Security Agreement (the “Loan Agreement”) with City National Bank (“CNB”). The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). The Company may request to increase the revolving line in an aggregate amount not to exceed $25 million, which increase is subject to the sole discretion of CNB. On November 22, 2023, the Company amended the Loan Agreement to extend the maturity date of the revolving line from May 5, 2024 to May 5, 2027.

On August 13, 2025, the Company amended the Loan Agreement to increase the commitment of the revolving line of credit to up to $50 million (subject to a borrowing base as defined in the Loan Agreement). The amendment also allows the Company to request an increase of the Revolving Facility in an aggregate amount not to exceed $40 million (up to a revolving line of $90 million), which increase is subject to the sole discretion of CNB and updates the maturity date of the revolving line to the earlier of (i) May 5, 2027 and (ii) May 31, 2026 if the Company’s 5.875% notes due 2026 have not been refinanced prior to such date. In addition, the amendment provides that borrowings under the Revolving Facility shall bear interest at a rate equal to (i) at all times when a minimum deposit test is met (a) SOFR plus 2.50% or (b) a base rate plus 1.50% and (ii) at all times when a minimum deposit is not met (a) SOFR plus 3.50% or (b) a base rate plus 2.50%. The amendment also amended the financial covenant of minimum net assets requirement to be of not less than $80 million. As of December 31, 2025, there were no borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions. The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements. In addition, the Loan Agreement contains financial covenants requiring (i) net assets of not less than $80 million, (ii) asset coverage equal to or greater than 150% and (iii) bank asset coverage equal to or greater than 300%, in each case tested as of the last day of each fiscal quarter of the Company. Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

Unsecured Notes

On January 11, 2018, the Company issued $43.0 million in aggregate principal amount of 6.75% notes due 2025 (the “GECCM Notes”). On January 19, 2018 and February 9, 2018, the Company issued an additional $1.9 million and $1.5 million of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option. On September 12, 2024, we caused redemption notices to be issued to the holders of the GECCM Notes regarding the Company's exercise of its option to redeem, in whole, the issued and outstanding GECCM Notes. We redeemed all of the issued and outstanding GECCM Notes on October 12, 2024 at 100% of the principal amount plus accrued and unpaid interest thereon from September 30, 2024 through, but excluding, the redemption date, October 12, 2024.

F-33

On June 23, 2021, the Company issued $50 million in aggregate principal amount of 5.875% notes due 2026 (the “GECCO Notes”). On July 9, 2021, the Company issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. In December 2025, the Company repurchased $18.5 million of the outstanding principal on the GECCO Notes.

On August 16, 2023, the Company issued $40 million in aggregate principal amount of 8.75% notes due 2028 (the “GECCZ Notes”). On August 29, 2025, we caused redemption notices to be issued to the holders of the GECCZ Notes regarding the Company's exercise of its option to redeem $40.0 million aggregate principal amount of the issued and outstanding GECCZ Notes. We redeemed all of the issued and outstanding GECCZ Notes on September 30, 2025 at 100% of the principal amount plus accrued and unpaid interest thereon from July 1, 2025 through, but excluding, the redemption date, September 30, 2025.

On April 17, 2024, the Company issued $30.0 million in aggregate principal amount of 8.50% notes due 2029 (the “GECCI Notes”). On April 25, 2024, the Company issued an additional $4.5 million of the GECCI Notes upon full exercise of the underwriters’ over-allotment option. On July 9, 2024, we issued an additional $22.0 million in aggregate principal amount of the GECCI Notes in a direct placement.

On September 19, 2024, the Company issued $36.0 million in aggregate principal amount of 8.125% notes due 2029 (the “GECCH Notes”). On October 3, 2024, the Company issued an additional $5.4 million of the GECCH Notes upon full exercise of the underwriters' over-allotment option.

On September 11, 2025, the Company issued $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the “GECCG Notes”). On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon exercise of the underwriters’ over-allotment option.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness. The unsecured notes are effectively subordinated to indebtedness under our Loan Agreement and any other future secured indebtedness that the Company may incur to the extent of the value of the assets securing such indebtedness and structurally subordinated to all future indebtedness and other obligations of our subsidiaries. The Company pays interest on the unsecured notes on March 31, June 30, September 30 and December 31 of each year. The GECCO Notes, GECCI Notes, GECCH Notes and GECCG Notes will mature on June 30, 2026, April 30, 2029, December 31, 2029, and December 31, 2030, respectively. The GECCO Notes are currently callable at the Company’s option and the GECCI Notes, GECCH Notes and GECCG Notes can be called on or after April 30, 2026, December 31, 2026, and December 31, 2027, respectively. Holders of the unsecured notes do not have the option to have the unsecured notes repaid prior to the stated maturity date. The unsecured notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company Statements of Assets and Liabilities. These deferred financing costs presented as a reduction to the Notes payable balance are being amortized into interest expense over the term of the Notes.

The Company may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder.

F-34

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table:

As of	Total Amount<br>Outstanding(1)		Asset Coverage<br>Ratio Per Unit(2)		Involuntary Liquidation<br>Preference Per Unit(3)	Average Market<br>Value Per Unit(4)
December 31, 2016
8.25% Notes due 2020	$	33,646	$	6,168	N/A	$	1.02
December 31, 2017
6.50% Notes due 2022 (“GECCL Notes”)	$	32,631	$	5,010	N/A	$	1.02
December 31, 2018
GECCL Notes	$	32,631	$	2,393	N/A	$	1.01
GECCM Notes		46,398		2,393	N/A		0.98
December 31, 2019
GECCL Notes	$	32,631	$	1,701	N/A	$	1.01
GECCM Notes		46,398		1,701	N/A		1.01
GECCN Notes		45,000		1,701	N/A		1.00
December 31, 2020
GECCL Notes	$	30,293	$	1,671	N/A	$	0.89
GECCM Notes		45,610		1,671	N/A		0.84
GECCN Notes		42,823		1,671	N/A		0.84
December 31, 2021
GECCM Notes	$	45,610	$	1,511	N/A	$	1.00
GECCN Notes		42,823		1,511	N/A		1.00
GECCO Notes		57,500		1,511	N/A		1.02
December 31, 2022
GECCM Notes	$	45,610	$	1,544	N/A	$	0.99
GECCN Notes		42,823		1,544	N/A		1.00
GECCO Notes		57,500		1,544	N/A		1.00
Revolving Credit Facility		10,000		1,544	N/A		-
December 31, 2023
GECCM Notes	$	45,610	$	1,690	N/A	$	0.99
GECCO Notes		57,500		1,690	N/A		0.96
GECCZ Notes		40,000		1,690	N/A		0.99
Revolving Credit Facility		-		1,690	N/A		-
December 31, 2024
GECCO Notes	$	57,500		1,697	N/A	$	0.99
GECCZ Notes		40,000		1,697	N/A		1.01
GECCI Notes		56,500		1,697	N/A		1.01
GECCH Notes		41,400		1,697	N/A		1.00
Revolving Credit Facility		-		1,697	N/A		-
December 31, 2025
GECCO Notes	$	38,983	$	1,581	N/A	$	1.01
GECCI Notes		56,500		1,581	N/A		1.01
GECCH Notes		41,400		1,581	N/A		1.00
GECCG Notes		57,500		1,581	N/A		1.00
Revolving Credit Facility		-		1,581	N/A		-

F-35

• Total amount of each class of senior securities outstanding at the end of the period presented.
• Asset coverage per unit is the ratio of the carrying value of Great Elm’s total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
• The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.
• The average market value per unit for the Notes, as applicable, is based on the average daily prices of such Notes and is expressed per $1 of indebtedness.

The terms of the unsecured notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (as supplemented with respect to each series of notes, the “Indenture”). The Indenture’s covenants include restrictions on certain activities in the event the Company falls below the minimum asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act, as well as covenants requiring the Company to provide financial information to the holders of the Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the Indenture. The Investment Company Act limits, with certain exceptions, the Company’s borrowing such that its asset coverage ratio, as defined in the Investment Company Act, is at least 1.5 to 1 after such borrowing.

As of December 31, 2025, the Company’s asset coverage ratio was approximately 158.1%.

As of December 31, 2025 and 2024, the Company was in compliance with all covenants under the indenture.

For the years ended December 31, 2025, 2024 and 2023, the components of interest expense were as follows:

	For the Year Ended December 31,
	2025			2024			2023
Borrowing interest expense	$	15,626		$	13,386		$	10,115
Amortization of deferred offering costs		1,757			1,413			1,268
Deferred offering costs expensed at time of redemption		1,022			83			359
Total	$	18,405		$	14,882		$	11,742
Weighted average interest rate		9.00	%		8.28	%		7.75	%
Average outstanding balance	$	204,394		$	179,688		$	151,471

The fair value of the Company’s Notes are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.

	December 31, 2025
Facility	Commitments		Borrowings<br>Outstanding		Fair<br>Value
Unsecured Debt - GECCO Notes	$	38,983	$	38,983	$	38,983
Unsecured Debt - GECCI Notes		56,500		56,500		56,776
Unsecured Debt - GECCH Notes		41,400		41,400		41,648
Unsecured Debt - GECCG Notes		57,500		57,500		57,562
Total	$	194,383	$	194,383	$	194,969

F-36

	December 31, 2024
Facility	Commitments		Borrowings<br>Outstanding		Fair<br>Value
Unsecured Debt - GECCO Notes	$	57,500	$	57,500	$	57,017
Unsecured Debt - GECCZ Notes		40,000		40,000		40,360
Unsecured Debt - GECCI Notes		56,500		56,500		56,988
Unsecured Debt - GECCH Notes		41,400		41,400		41,317
Total	$	195,400	$	195,400	$	195,682

6. CAPITAL ACTIVITY

On August 27, 2025, we entered into a Stock Purchase Agreement with Poor Richard, LLC (“Poor Richard”), a Delaware limited company (the “Purchaser”), an affiliate of Booker Smith, pursuant to which the Purchaser purchased, and we issued 1,290,000 shares (the "Shares") of our common stock, par value $0.01, at a price of $11.65 per share, for an aggregate purchase price of $14.3 million, net of transaction costs of $0.7 million. 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, as amended (the “Securities Act”).

On May 6, 2025, we and GECM entered into an Equity Distribution Agreement (the “Agreement”) with Lucid Capital Markets, LLC (the “Agent”), under which we may issue and sell through the Agent, from time to time, shares of our common stock, having an aggregate offering price of up to $100,000,000 (the “Offering”), pursuant to an effective shelf registration statement on Form N-2 (Registration No. 333-283503), as amended, originally filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2024. We filed a prospectus supplement with the SEC on May 6, 2025 in connection with the Offering. Sales of the common stock, if any, will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, as amended. Subject to the terms of the Agreement, the Agent is not required to sell any specific amount, but will act as the Company's agent using commercially reasonable efforts consistent with its normal trading and sales practices. The Company will pay the Agent a commission rate of up to 2.0% of the gross sales price of any share of common stock sold under the Agreement. The sales price per share of the common stock sold in the Offering, less the Agent’s commission, will not be less than the net asset value (“NAV”) per share of the common stock at the time of such sale. GECM or an affiliate of GECM may, from time to time and in their sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share. As of December 31, 2025, we have sold 1,163,753 shares for gross proceeds of $13.2 million at an average price of $11.45 per share for aggregate net proceeds of $13.0 million net of transaction costs less than $0.1 million.

On December 11, 2024, we entered into a Share Purchase Agreement with Summit Grove Partners, LLC ("SGP"), pursuant to which SGP purchased, and we issued 1,094,527 shares of our common stock, par value $0.01, at a price of $12.06 per share, which represented our NAV per share as of December 10, 2024, for an aggregate purchase price of $13.0 million, net of transaction costs of $0.2 million. SGP is owned 25% by GEG. GECM, the investment manager of GECC, is a wholly-owned subsidiary of GEG. The common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

On June 21, 2024, we entered into a Share Purchase Agreement with Prosper Peak Holdings, LLC (“PPH”), pursuant to which PPH purchased, and we issued 997,506 shares of our common stock, par value $0.01, at a price of $12.03 per share, which represented our NAV per share as of June 20, 2024, for an aggregate purchase price of $11.8 million, net of transaction costs of $0.2 million. PPH is owned 25% by GEG. GECM, the investment manager of GECC, is a wholly-owned subsidiary of GEG. The common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

F-37

On February 8, 2024, we entered into a Share Purchase Agreement with Great Elm Strategic Partnership I, LLC (“GESP”), pursuant to which GESP purchased, and we issued, 1,850,424 shares of our common stock, par value $0.01, at a price of $12.97 per share, which represented our NAV per share as of February 7, 2024, for an aggregate purchase price of $23.8 million, net of transaction costs of $0.2 million. GESP is owned 25% by GEG. GECM, the investment manager of GECC, is a wholly-owned subsidiary of GEG. The common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time. As of December 31, 2025, the Company had no unfunded commitments to provide financing to certain of its portfolio companies. To the degree applicable, unrealized gains or losses on these commitments as of December 31, 2025 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments. The Company has considered the net decrease in net assets and negative cash flows from operations and has concluded that it has the ability to meet its obligations in the ordinary course of business based upon an evaluation of its cash position and sources of liquidity.

From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company rights under contracts with the Company portfolio companies.

The Company is named as a defendant in a lawsuit filed on March 5, 2016, and captioned Intrepid Investments, LLC v. London Bay Capital, which is pending in the Delaware Court of Chancery. The plaintiff immediately agreed to stay the action in light of an ongoing mediation among parties other than the Company. This lawsuit was brought by a member of Speedwell Holdings (formerly known as The Selling Source, LLC), one of the Company’s portfolio investments, against various members of and lenders to Speedwell Holdings. The plaintiff asserts claims of aiding and abetting, breaches of fiduciary duty, and tortious interference against the Company. In June 2018, Intrepid Investments, LLC (“Intrepid”) sent notice to the court and defendants effectively lifting the stay and triggering defendants’ obligation to respond to the Intrepid complaint. In September 2018, the Company joined the other defendants in a motion to dismiss on various grounds. In February 2019, Intrepid filed a second amended complaint to which defendants filed a renewed motion to dismiss in March 2019. In June 2023, the Court granted in part and denied in part defendants' motion to dismiss. The parties are currently involved in pre-trial discovery on the surviving claims.

8. INDEMNIFICATION

Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business the Company expects to enter into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be known; however, the Company expects any risk of loss to be remote.

9. TAX INFORMATION

The tax character of distributions were as follows:

	For the year ended December 31,
(in thousands)	2025		2024		2023
Distributions paid from:
Ordinary income	$	18,663	$	14,892	$	11,403
Net long term capital gains		-		-		-
Return of capital		-		-		-
Total taxable distributions	$	18,663	$	14,892	$	11,403

F-38

The components of distributable earnings (losses) on a tax basis were as follows:

	As of December 31,
(in thousands)	2025			2024			2023
Undistributed ordinary income, net	$	10,789		$	7,017		$	5,928
Capital loss carryforwards		(188,051	)		(181,545	)		(193,501	)
Total undistributed earnings		(177,262	)		(174,528	)		(187,573	)
Unrealized earnings (losses), net		(68,710	)		(21,585	)		2,441
Total accumulated earnings (losses), net(1)	$	(245,972	)	$	(196,113	)	$	(185,132	)

• Taxable income is estimated and is not considered final until the Company files its tax return.

The Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S. federal income tax purposes were as follows:

	As of December 31,
(in thousands)	2025			2024
Tax cost	$	399,781		$	354,295
Gross unrealized appreciation		11,467			16,176
Gross unrealized depreciation		(80,177	)		(37,761	)
Net unrealized appreciation (depreciation) on investments	$	(68,710	)	$	(21,585	)

The difference between GAAP-basis and tax basis unrealized gains (losses) is attributable primarily to differences in the tax treatment of underlying fund investments.

In order to present certain components of the Company’s capital accounts on a tax-basis, certain reclassifications have been recorded to the Company’s accounts. These reclassifications have no impact on the NAV of the Company's and result primarily from dividend redesignations, certain non-deductible expenses, and differences in the tax treatment of partnership income and defaulted bonds.

	As of December 31,
(in thousands)	2025			2024
Paid-in capital in excess of par	$	(593	)	$	(359	)
Accumulated undistributed net investment income		5,117			3,530
Accumulated net realized gain (loss)		(4,524	)		(3,170	)

At December 31, 2025, the Company, for federal income tax purposes, had capital loss carryforwards of $188,051 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Code, and thus will reduce the amount of distributions to stockholders, which would otherwise be necessary to relieve the Company of any liability for federal income tax. On December 22, 2010, the Modernization Act was signed by the President. The Modernization Act changed the capital loss carryforward rules as they relate to regulated investment companies. Capital losses generated in tax years beginning after the date of enactment may now be carried forward indefinitely and retain the character of the original loss. Of the capital loss carryforwards at December 31, 2025, $38,660 are limited losses and available for use subject to annual limitation under Section 382. Of the capital losses at December 31, 2025, $16,815 are short-term and $171,236 are long term.

ASC 740 provides guidance on the accounting for and disclosure of uncertainty in tax position. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (fiscal years 2022 through 2025), the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

F-39

10. FINANCIAL HIGHLIGHTS

Below presents the schedule of financial highlights of the GECC, which have been derived from the financial statements of the Company, except as noted within the footnotes to the schedule.

	For the Year Ended December 31,
	2025			2024			2023			2022			2021
Per Share Data:(1)
Net asset value, beginning of period	$	11.79		$	12.99		$	11.16		$	16.63		$	20.74
Net investment income		1.40			1.27			1.65			1.67			3.02
Net realized gains (loss)		(0.45	)		0.19			(0.62	)		(20.16	)		(2.37	)
Net change in unrealized appreciation (depreciation)		(3.52	)		(1.10	)		2.30			16.00			(3.17	)
Net increase (decrease) in net assets resulting from operations		(2.57	)		0.36			3.33			(2.49	)		(2.52	)
Issuance of common stock		0.33			(0.11	)		-			(1.03	)		0.81
Accretion from share buybacks		-			-			-			-			-
Distributions declared from net investment income(2)		(1.48	)		(1.45	)		(1.50	)		(1.95	)		(2.40	)
Net increase (decrease) resulting from transactions with common stockholders		(1.15	)		(1.56	)		(1.50	)		(2.98	)		(1.59	)
Net asset value, end of period	$	8.07		$	11.79		$	12.99		$	11.16		$	16.63
Per share market value, end of period	$	7.05		$	10.99		$	10.65		$	8.29		$	18.48
Shares outstanding, end of period		13,998,168			11,544,415			7,601,958			7,601,958			4,484,278
Total return based on net asset value(3)		(21.03	)%		2.14	%		30.98	%		(22.17	)%		(8.03	)%
Total return based on market value(3)		(24.98	)%		17.87	%		50.53	%		(46.53	)%		(1.27	)%
Ratio/Supplemental Data:
Net assets, end of period	$	112,946		$	136,113		$	98,739		$	84,809		$	74,556
Ratio of total expenses to average net assets before waiver (4),(5)		24.18	%		22.11	%		24.92	%		22.14	%		14.69	%
Ratio of total expenses to average net assets after waiver (4),(5)		24.18	%		22.11	%		24.92	%		16.43	%		14.69	%
Ratio of incentive fees to average net assets(4)		2.77	%		2.12	%		3.35	%		0.66	%		(4.91	)%
Ratio of net investment income to average net assets(4),(5)		12.82	%		10.24	%		13.42	%		12.30	%		14.02	%
Portfolio turnover		49	%		86	%		98	%		53	%		66	%

• The per share data was derived by using the weighted average shares outstanding during the period, except where such calculations deviate from those specified under the instructions to Form N-2. Per share data and shares outstanding have been adjusted for the periods shown to reflect the six-for-one reverse stock split effected on February 28, 2022 on a retrospective basis.

• The per share data for distributions declared reflects the actual amount of distributions of record per share for the period.

• Total return based on net asset value is calculated as the change in net asset value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return based on market value is calculated as the change in market value per share, assuming the Company’s distributions were reinvested through its dividend reinvestment plan. Total return does not include any estimate of a sales load or commission paid to acquire shares.

  F-40

• Average net assets used in ratio calculations are calculated using monthly ending net assets for the period presented. For the years ending December 31, 2025, 2024, 2023, 2022, and 2021 average net assets were $135,111, $121,555, $93,441, $85,029, and $87,975, respectively.

• Ratio for the year ended December 31, 2022 reflects the impact of the incentive fee waiver described in Note 3.

  F-41

11. AFFILIATED AND CONTROLLED INVESTMENTS

Affiliated investments are defined by the Investment Company Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. The aggregate fair value of non-controlled, affiliated investments at December 31, 2025 represented 0% of the Company’s net assets.

Controlled investments are defined by the Investment Company Act, whereby the Company owns more than 25% of the portfolio company’s outstanding voting securities or maintains the ability to nominate greater than 50% of the board representation. The aggregate fair value of controlled investments at December 31, 2025 represented 71% of the Company’s net assets.

Fair value as of December 31, 2025 along with transactions during the year then ended in these affiliated investments and controlled investments was as follows:

	For the Year Ended December 31, 2025
Issue(1)	Fair value at December 31, 2024		Gross Additions(2)		Gross Reductions(3)		Net Realized<br>Gain (Loss)		Change in Unrealized<br>Appreciation (Depreciation)			Fair value at December 31, 2025		Interest<br>Income		Fee<br>Income		Dividend<br>Income
Non-Controlled, Affiliated Investments
PFS Holdings Corp.
Common Equity (5.05% of class)		-		-		-		-		-			-		-		-		-
Totals	$	-	$	-	$	-	$	-	$	-		$	-	$	-	$	-	$	-
Controlled Investments
Great Elm Specialty Finance, LLC
Subordinated Note		29,733		2,325		6,733		-		-			25,325		3,356		-		-
Equity (87.5% of class)		13,482		-		567		-		222			13,137		-		-		931
		43,215		2,325		7,300		-		222			38,462		3,356		-		931
CLO Formation JV, LLC
Equity (71.25% of class)		40,089		13,611		967		-		(11,308	)		41,425		-		-		12,893
		40,089		13,611		967		-		(11,308	)		41,425		-		-		12,893
Totals	$	83,304	$	15,936	$	8,267	$	-	$	(11,086	)	$	79,887	$	3,356	$	-	$	13,824

• Non-unitized equity investments are disclosed with percentage ownership in lieu of quantity.

• Gross additions include increases resulting from new or additional portfolio investments, capitalized PIK income, accretion of discounts and the exchange of one or more existing securities for one or more new securities.

• Gross reductions include decreases resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.

  F-42

Fair value as of December 31, 2024 along with transactions during the year then ended in these affiliated investments and controlled investments was as follows:

	For the Year Ended December 31, 2024
Issue(1)	Fair value at December 31, 2023		Gross Additions(2)		Gross Reductions(3)		Net Realized<br>Gain (Loss)			Change in Unrealized<br>Appreciation (Depreciation)			Fair value at December 31, 2024		Interest<br>Income(4)		Fee<br>Income		Dividend<br>Income
Non-Controlled, Affiliated Investments
PFS Holdings Corp.
1st Lien, Secured Loan		979		-		419		(626	)		66			-		64		-		-
Common Equity (5.05% of class)		88		-		-		-			(88	)		-		-		-		-
		1,067		-		419		(626	)		(22	)		-		64		-		-
Totals	$	1,067	$	-	$	419	$	(626	)	$	(22	)	$	-	$	64	$	-	$	-
Controlled Investments
Great Elm Specialty Finance, LLC
Subordinated Note		28,733		1,000		-		-			-			29,733		3,832		-		-
Equity (87.5% of class)		17,477		-		-		-			(3,995	)		13,482		-		-		1,114
		46,210		1,000		-		-			(3,995	)		43,215		3,832		-		1,114
CLO Formation JV, LLC
Equity (71.25% of class)		-		39,714		-		-			375			40,089		-		-		3,457
		-		39,714		-		-			375			40,089		-		-		3,457
Totals	$	46,210	$	40,714	$	-	$	-		$	(3,620	)	$	83,304	$	3,832	$	-	$	4,571

• Non-unitized equity investments are disclosed with percentage ownership in lieu of quantity.
• Gross additions include increases resulting from new or additional portfolio investments, capitalized PIK interest, accretion of discounts and the exchange of one or more existing securities for one or more new securities.
• Gross reductions include decreases resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities.
• Interest income includes accrued PIK interest.

In 2024, the Company purchased $2.0 million par of the CoreWeave Compute Acquisition Co. II, LLC ("CoreWeave II") delayed draw term loan at its current fair value of $2.0 million from a wholly-owned subsidiary of Great Elm Specialty Finance, LLC ("GESF"). The Company also purchased $2.5 million par of the FPL Food, LLC ("FPL Food") sub-participation at its current fair value of $2.5 million from a wholly-owned subsidiary of GESF.

In 2025, the Company purchased $6.0 million of the FPL Food sub-participation at its current fair value of $6.0 million, $1.5 million of Walor North America, Inc. sub-participation and $2.4 million of the CoreWeave II delayed draw term loan at its current fair value of $2.4 million from a wholly-owned subsidiary of GESF. In addition, the Company sold $5.0 million of the CoreWeave Acquisition Co. IV, LLC delayed draw term loan commitment for $2.5 million, the current fair value of the funded balance to a wholly-owned subsidiary of GESF.

In accordance with SEC Regulation S-X (“S-X”) Rules 3-09 and 4-08(g), the Company must determine which of its unconsolidated controlled portfolio companies, if any, are considered to be "significant subsidiaries" as defined in S-X Rule 1-02(w)(2). S-X Rule 3-09 requires separate financial statements of the unconsolidated subsidiary in an annual report and S-X Rule 4-08(g) requires summarized financial information of the unconsolidated subsidiary in an annual report.

F-43

Great Elm Specialty Finance, LLC ("GESF") is a significant subsidiary for the twelve months ended December 31, 2025 and 2024 under at least one of the significance conditions of S-X Rule 4-08(g). As such, summarized financial information as of and for the years ended December 31, 2025 and 2024 is included below:

Balance Sheet	As of December 31, 2025		As of December 31, 2024
Current assets		93,897		49,023
Noncurrent assets		2,566		197
Total Assets		96,463		49,220
Current liabilities		53,313		836
Noncurrent liabilities		28,325		33,057
Total Liabilities		81,638		33,893
Net Equity		14,825		15,327
Statement of Operations	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
---	---	---	---	---	---	---
Gross revenues		7,032			6,477
Other income (expense)		(7,296	)		(9,681	)
Net profit from operations		(264	)		(3,204	)

CLO Formation JV, LLC ("CLO JV") is a significant subsidiary for the twelve months ended December 31, 2025 under at least one of the significance conditions of S-X Rule 4-08(g). As such, summarized financial information as of and for the year ended December 31, 2025 is included below. In addition, CLO JV was a significant subsidiary for the twelve months ended December 31, 2024 under at least one of the significance conditions of S-X Rule 3-09. As such, unaudited financial statements for the year ended December 31, 2025 and audited financial statements for the year ended December 31, 2024 have been included as an exhibit to this Form 10-K.

Balance Sheet	As of December 31, 2025
Total Assets		58,233
Total Liabilities		92
Net Equity		58,141
Statement of Operations	For the Year Ended December 31, 2025
---	---	---	---
Total Revenues		12,177
Total Expenses		79
Net Income		12,098
Realized Gain (Loss)		(410	)
Unrealized Gain (Loss)		(9,474	)
Net Results		2,214

12. SEGMENT REPORTING

The Company operates as a single reportable segment with an investment objective to generate both current income and capital appreciation through debt and equity investments and manages the business on a consolidated basis.

The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The primary performance metric provided to the CODM to assess performance and make operating decisions is Net increase (decrease) in net assets resulting from operations which is reported on the Statement of Operations.

F-44

The performance metric is provided to the CODM on a quarterly basis and is utilized to evaluate performance generated from segment net assets. In addition to other factors, the performance metric is utilized by the CODM to determine allocation of profits, such as the amount of dividends to be distributed to the Company’s shareholders. As the Company operates as a single reporting segment, the segment net assets are reported on the Statements of Assets and Liabilities as total net assets and the significant segment expenses are listed on the Statement of Operations.

13. SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the financial statements were available to be issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

The Board set distributions for the quarter ending March 31, 2026 at a rate of $0.30 per share. The full amount of each distribution will be from distributable earnings. The schedule of distribution payments will be established by GECC pursuant to authority granted by the Board. The distribution will be paid in cash.

In February 2026, GECM waived all accrued and unpaid incentive fees through March 31, 2026. As of December 31, 2025, there were approximately $2.3 million of accrued incentive fees payable. The Company expects to recognize the reversal of these accrued incentive fees during the period ending March 31, 2026, resulting in a corresponding increase in net income in that period.

On February 27, 2026, the Company caused a notice to be issued to the holders of the GECCO Notes regarding the Company's exercise of its option to redeem $20 million aggregate principal amount of the issued and outstanding GECCO Notes on March 31, 2026.

F-45

EX-4.13

Exhibit 4.13

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934

As of March 10, 2025, Great Elm Capital Corp. has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our (1) common stock, (2) 5.875% Notes due 2026, (3) 8.75% Notes due 2028, (4) 8.50% Notes due 2029 and (5) 8.125% Notes due 2029. Within this exhibit, the terms “we,” “us,” and “our,” refer to Great Elm Capital Corp.

Description of Common Stock

The following summary of our common stock is based on and qualified by our Amended and Restated Articles of Incorporation (the “Charter”) and Bylaws. For a complete description of the terms and provisions of our common stock, refer to our Charter and Bylaws, both of which are incorporated by reference as exhibits to this Annual Report on Form 10‑K.

Authorized Capital Stock

Our authorized stock consists of 100,000,000 shares of stock, par value $0.01 per share, all of which are initially designated as common stock. There are no outstanding options or warrants to purchase our common stock. No common stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.

Voting, Dividend and Liquidation Rights

Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock possess exclusive voting power.

There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such common stock will be unable to elect any director.

All of our common stock has equal rights as to earnings, assets and dividends and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board and declared by us out of assets legally available therefor.

In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time.

Anti-Takeover Provisions

Classified Board of Directors

Our Board is divided into three classes of directors serving staggered three-year terms. Upon expiration of their terms, directors of each class will be elected to serve for a term ending at the third annual meeting of stockholders following his or her election and until their successors are duly elected and qualify and each year one class of directors will be elected by the stockholders.

Election of Directors

Our Charter and Bylaws provide that the affirmative vote of a plurality of the votes cast in the election of directors at a meeting of stockholders duly called and at which a quorum is present will be required to elect a director. Our Board has the exclusive right to amend the Bylaws to alter the vote required to elect directors.

Number of Directors; Vacancies; Removal

Our Charter provides that the number of directors will be set only by the Board in accordance with our Bylaws. Our Bylaws provide that a majority of our entire Board may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than one nor more than nine. We have elected to be subject to the provision of Subtitle 8 of Title 3 of the Maryland General Corporation Law regarding the filling of vacancies on the Board. Accordingly, except as may be provided by our Board in setting the terms of any class or series of preferred stock, any and all vacancies on our Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the Investment Company Act.

Our Charter provides that, subject to the rights of holders of preferred stock, a director may be removed only for cause, as defined in our Charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors.

Action by Stockholders

Under the Maryland General Corporation Law, unless a corporation’s charter provides otherwise (which our Charter does not), stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. These provisions, combined with the requirements of our Bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our Bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to our Board and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by our Board or (3) by a stockholder who was a stockholder of record at the record date set by our Board for the purpose of determining stockholders entitled to vote at the meeting, at the time of giving notice as provided for in our Bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on such other business and who has complied with the advance notice procedures of our Bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board at a special meeting may be made only (1) by our Board or (2) provided that the meeting has been called for the purpose of electing directors, by a stockholder who was a stockholder of record at the record date set by our Board for the purpose of determining stockholders entitled to vote at the meeting, at the time of giving notice as provided for in our Bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice provisions of the Bylaws. The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our Bylaws do not give our Board any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed. They may also have had the effect of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Calling of Special Meetings of Stockholders

Our Bylaws provide that special meetings of stockholders may be called by our Board and certain of our officers. Additionally, our Bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the

secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws

Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert to another form of entity, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter generally provides for approval of charter amendments and extraordinary transactions by the stockholders entitled to cast at least a majority of the votes entitled to be cast on the matter.

However, our charter provides that approval of the following matters requires the affirmative vote of stockholders entitled to cast at least 80% of the votes entitled to be cast on the matter:

•	amendments to the provisions of our Charter relating to the classification of our Board, the power of our Board to fix the number of directors and to fill vacancies on our Board, the vote required to elect or remove a director, the vote required to approve our dissolution, amendments to our Charter and extraordinary transactions and our Board exclusive power to amend our Bylaws;
•	Charter amendments that would convert us from a closed-end company to an open-end company or make our common stock a redeemable security (within the meaning of the Investment Company Act);
•	our liquidation or dissolution or any amendment to our Charter to effect any such liquidation or dissolution;
•	any merger, consolidation, conversion, share exchange or sale or exchange of all or substantially all of our assets that the Maryland General Corporation Law requires be approved by our stockholders; or
•	any transaction between us, on the one hand, and any person or group of persons acting together that is entitled to exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly (other than solely by virtue of a revocable proxy), of one-tenth or more of the voting power in the election of our directors generally, or any person controlling, controlled by or under common control with, employed by or acting as an agent of, any such person or member of such group, or collectively, “Transacting Persons,” on the other hand.

However, if such amendment, proposal or transaction is approved by a majority of our continuing directors (in addition to approval by our Board), such amendment, proposal or transaction may be approved by a majority of the votes entitled to be cast on such a matter, except that any transaction that would not otherwise require stockholder approval under the Maryland General Corporation Law will not require further stockholder approval unless another provision of our Charter requires such approval. In either event, in accordance with the requirements of the Investment Company Act, any such amendment, proposal or transaction that would have the effect of changing the nature of our business so as to cause us to cease to be, or to withdraw our election as, a BDC would be required to be approved by a majority of our outstanding voting securities, as defined under the Investment Company Act. The “continuing directors” are defined in our Charter as (1) certain of our current directors named therein, (2) those directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of our current directors then on the Board or (3) any successor directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors or the successor continuing directors then in office.

Our Charter and Bylaws provide that our Board will have the exclusive power to make, alter, amend or repeal any provision of our Bylaws.

Other Rights and Preferences

Shares of our common stock have no preemptive, conversion, redemption, generally have no appraisal rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract.

Listing

Our common stock is listed on Nasdaq under the ticker symbol “GECC.”

Description of Notes

The following description of our (1) 5.875% Notes due 2026 (the “2026 Notes”), (2) 8.75% Notes due 2028 (the “2028 Notes”), (3) 8.50% Notes due 2029 (the "8.50% 2029 Notes") and (4) 8.125% Notes due 2029 (the "8.125% 2029 Notes" and, together with the 2026 Notes, the “Notes”), is only a summary of the material provisions of the Notes and the base indenture, dated as of September 18, 2017 (as amended, supplemented or otherwise modified, the “indenture”), between us and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”).

This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Trust Indenture Act of 1939 (the “TIA”), to all of the provisions of the indenture and those terms made a part of the indenture by reference to the TIA, and to the full text of the indenture and the related supplemental indentures, which are incorporated by reference as exhibits to this Annual Report on Form 10‑K. Reference is made to the indenture for a complete description of the terms and provisions of the Notes, as well as any other capitalized terms used herein for which no definition has been provided.

General

The 2026 Notes will mature on June 30, 2026. The interest rate of the 2026 Notes is 5.875% per year, and interest is paid every March 31, June 30, September 30 and December 31 and the regular record dates for interest payments are every March 15, June 15, September 15 and December 15.

The 2028 Notes will mature on September 30, 2028. The interest rate of the 2028 Notes is 8.75% per year, and interest is paid every March 31, June 30, September 30 and December 31 and the regular record dates for interest payments are every March 15, June 15, September 15 and December 15.

The 8.50% 2029 Notes will mature on April 30, 2029. The interest rate of the 8.50% 2029 Notes is 8.50% per year, and interest is paid every March 31, June 30, September 30 and December 31 and the regular record dates for interest payments are every March 15, June 15, September 15 and December 15.

The 8.125% 2029 Notes will mature on December 31, 2029. The interest rate of the 8.125% 2029 Notes is 8.125% per year, and interest is paid every March 31, June 30, September 30 and December 31 and the regular record dates for interest payments are every March 15, June 15, September 15 and December 15.

For each series of Notes, interest periods are the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be. If an interest payment date falls on a non- business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. We issued each series of Notes in minimum denominations of $25 and integral multiples of $25 in excess thereof. Each series of Notes is not subject to any sinking fund and holders of each series of Notes will not have the option to have such Notes repaid prior to the stated maturity date.

The indenture does not limit the amount of debt (including secured debt) that may be issued by us or our subsidiaries under the indenture or otherwise, but does contain a covenant regarding our asset coverage that would have to be satisfied at the time of our incurrence of additional indebtedness. See “-Other Covenants.” Other than the foregoing and as described under “-Other Covenants,” the indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “-Merger, Consolidation or Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving

us or if our credit rating declines as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect your investment in us.

We have the ability to issue indenture securities with terms different from the Notes and, without the consent of the holders thereof, to reopen each series of Notes and issue additional Notes.

Optional Redemption

The 2026 Notes, 2028 Notes, 8.50% 2029 Notes and 8.125% Notes may be redeemed in whole or in part at any time or from time to time at our option on or after June 30, 2023, September 30, 2025, April 30, 2026 and December 31, 2026, respectively, upon not less than 30 days nor more than 60 days written notice by mail or electronically delivered through the Depository Trust Company (“DTC”) prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding principal amount of such series of Notes to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.

You may be prevented from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of authorized denominations representing the principal amount of your remaining unredeemed Notes. Any exercise of our option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.

If we redeem only some of the Notes, the Trustee or, with respect to global securities, DTC will determine the method for selection of the particular Notes to be redeemed, in accordance with the indenture and the Investment Company Act, to the extent applicable, and in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

Events of Default

You will have rights if an Event of Default occurs with respect to a series of Notes and the Event of Default is not cured, as described later in this subsection.

The term “Event of Default” with respect to the Notes means any of the following:

•	We do not pay the principal of any Note when due and payable.
•	We do not pay interest on any Note when due, and such default is not cured within 30 days.
•	We remain in breach of any other covenant with respect to the Notes for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the Trustee or holders of at least 25% of the principal amount of the Notes.
•	We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and, in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 90 days.
•	If, pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act, or any successor provisions thereto of the Investment Company Act, on the last business day of each of 24 consecutive calendar months the Notes have an asset coverage (as such term is used in the Investment Company Act) of less than 100%, as such obligation may be amended or superseded but giving effect to any exemptive relief that may be granted to us by the SEC.

An Event of Default for the Notes does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The Trustee may withhold notice to the holders of the Notes of any default, except in the payment of principal or interest, if it in good faith considers the withholding of notice to be in the best interests of the holders.

Remedies if an Event of Default Occurs

If an Event of Default has occurred and has not been cured, the Trustee or the holders of at least 25% in principal amount of a series of Notes may declare the entire principal amount of such series of Notes to be due and immediately payable. If an Event of Default referred to in the second to last bullet point above with respect to us has occurred, the entire principal amount of a series of Notes will automatically become due and immediately payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of a series of Notes if (1) we have deposited with the Trustee all amounts due and owing with respect to such Notes (other than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events of Default have been cured or waived.

Except in cases of default, where the Trustee has some special duties, the Trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the Trustee protection reasonably satisfactory to it from expenses and liability (called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of a series of Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. The Trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before you are allowed to bypass the Trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur:

•	You must give the Trustee written notice that an Event of Default has occurred with respect to a series of Notes and remains uncured.
•	The holders of at least 25% in principal amount of a series of Notes must make a written request that the Trustee take action because of the default and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action.
•	The Trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity.
•	The holders of a majority in principal amount of a series of Notes must not have given the Trustee a direction inconsistent with the above notice during that 60‑day period.

However, holders are entitled at any time to bring a lawsuit for the payment of money due on a series of Notes on or after the due date.

Each year, we will furnish to the Trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the Notes, or else specifying any default.

Merger, Consolidation or Sale of Assets

Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially all of our assets to another entity. However, we may not take any of these actions unless all the following conditions are met:

•	Where we merge out of existence or convey or transfer substantially all of our assets, the resulting entity must agree to be legally responsible for our obligations under the Notes;
•	The merger or sale of assets must not cause a default on the Notes and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specified period of time were disregarded; and
•	We must deliver certain certificates and documents to the Trustee.
---	---

Modification or Waiver

There are three types of changes we can make to the indenture and the Notes issued thereunder.

Changes Requiring Holder Approval

First, there are changes that we cannot make to a series of Notes without approval from each affected holder of such series. The following is a list of those types of changes:

•	change the stated maturity of the principal of or interest on such series of Notes;
•	reduce any amounts due on such series of Notes;
•	reduce the amount of principal payable upon acceleration of the maturity of such series of Notes following a default;
•	change the place or currency of payment on such series of Notes;
•	impair your right to sue for payment;
•	reduce the percentage of holders of such series of Notes whose consent is needed to modify or amend the indenture; and
•	reduce the percentage of holders of such series of Notes whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults.

Changes Not Requiring Holder Approval

The second type of change does not require any vote by the holders of the Notes. This type is limited to clarifications and certain other changes that would not adversely affect holders of the Notes in any material respect.

Changes Requiring Majority Approval

Any other change to the indenture and the Notes would require the following approval:

•	If the change affects only one series of Notes, it must be approved by the holders of a majority in principal amount of the Notes.
•	If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “-Changes Requiring Your Approval.”

Further Details Concerning Voting

When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security (including each series of Notes):

Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described below under “-Defeasance-Full Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Defeasance

The following defeasance provisions will be applicable to the Notes. “Defeasance” means that, by depositing with a trustee an amount of cash and/or government securities sufficient to pay all principal and interest, if any, on the Notes when due and satisfying any additional conditions noted below, we will be deemed to have been discharged from our obligations under the Notes. In the event of a “covenant defeasance,” upon depositing such funds and satisfying similar conditions discussed below, we would be released from certain covenants under the indenture relating to the Notes. The consequences to the holders of a series of Notes would be that, while they would no longer benefit from certain covenants under the indenture, and while such series of Notes could not be accelerated for any reason, the holders of such Notes nonetheless would be guaranteed to receive the principal and interest owed to them.

Covenant Defeasance

Under current U.S. federal tax law, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. In order to achieve covenant defeasance, we must do the following:

•	Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their due dates.
•	We must deliver to the Trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the Notes any differently than if we did not make the deposit and just repaid the Notes ourselves at maturity.
•	Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.
•	No default or Event of Default with respect to a series of Notes shall have occurred and be continuing and no defaults or Events of Default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
•	We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.

If we accomplish covenant defeasance for a series of Notes, you can still look to us for repayment of such defeased Notes if there were a shortfall in the trust deposit or the Trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and a series of Notes became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Full Defeasance

If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the Notes of a particular series (called “full defeasance”) if the following conditions are satisfied in order for you to be repaid:

•	Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates.
•	We must deliver to the Trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on a series of Notes any differently than if we did not make the deposit and just repaid the Notes ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from a series of Notes would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for the applicable series of Notes and you would recognize a gain or loss on such Notes at the time of the deposit.
•	We must deliver to the Trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
•	Defeasance must not result in a breach or violation of, or constitute a default under, the indenture or any of our other material agreements or instruments.
•	No default or Event of Default with respect to a series of Notes shall have occurred and be continuing and no defaults or Events of Default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.

If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the applicable series of Notes. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If your Notes were subordinated, such subordination would not prevent the Trustee under the indenture from applying the funds available to it from the deposit referred to in the first bullet of the preceding paragraph to the payment of amounts due in respect of such Notes for the benefit of the subordinated debtholders.

Other Covenants

In addition to any other covenants described in this exhibit, as well as standard covenants relating to payment of principal and interest, maintaining an office where payments may be made or securities can be surrendered for payment, our payment of taxes and related matters, the following covenants will apply to the Notes:

•	We agree that for the period of time during which a series of Notes are outstanding, we will not violate, whether or not it is subject to, Section 18 (a)(1)(A) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded but giving effect to any exemptive relief that may be granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt securities, unless our asset coverage, as defined in the Investment Company Act, equals at least 150% after such borrowings.
•	We agree that for the period of time during which a series of Notes are outstanding, we will not declare any dividend (except a dividend payable in our stock), or declare any other distribution, upon a class of our capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, we have an asset coverage (as defined in the Investment Company Act) of at least the threshold specified in pursuant to Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such obligation may be amended or superseded (regardless of whether we are subject thereto), after deducting the amount of such dividend, distribution or purchase price, as the case may be, and giving effect, in each case, (i) to any exemptive relief granted to us by the SEC and (ii) to any no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the
	prohibition contained in Section 18(a)(1)(B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act, as such obligation may be amended or superseded, in order to maintain such BDC’s status as a RIC under Subchapter M of the Code.
---	---
•	If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we will furnish to holders of each series of Notes and the Trustee, for the period of time during which a series of Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable GAAP.

Notwithstanding the restrictions on indebtedness and dividends described above, the indenture may not prohibit us from paying distributions to our stockholders if we incur indebtedness in excess of the limits set forth in Sections 61(a)(1) and (2) of the Investment Company Act or any successor provision if we determine that such indebtedness, which may include indebtedness under a bank credit facility, is not a “senior security” for purposes of determining asset coverage under the Investment Company Act.

EX-21.1

Exhibit 21.1

Subsidiaries

CLO Formation JV, LLC Delaware

Great Elm Specialty Finance, LLC Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in registration statement Nos. 333-292558, 333-278803, 333-283503 and 333-284641 on Form N-2 of our report dated March 10, 2025, relating to the financial statements of Great Elm Capital Corp. appearing in this Annual Report on Form 10-K of Great Elm Capital Corp. for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP

Boston, Massachusetts March 2, 2026

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in registration statement Nos. 333-292558, 333-278803, 333-283503 and 333-284641 on Form N-2 of our report dated March 2, 2026, relating to the financial statements of CLO Formation JV, LLC included in this Annual Report on Form 10-K of Great Elm Capital Corp. for the year ended December 31, 2024.

/s/ Deloitte & Touche LLP

Boston, Massachusetts March 2, 2026

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Matt Kaplan, Chief Executive Officer of Great Elm Capital Corp., a Maryland corporation (the “Registrant”), certify that:

• I have reviewed this annual report on Form 10-K of the Registrant;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
• The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
• The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
• all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
• any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: March 2, 2026	/s/ Matt Kaplan
	Matt Kaplan
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Keri A. Davis, Chief Financial Officer of Great Elm Capital Corp., a Maryland corporation (the “Registrant”), certify that:

• I have reviewed this annual report on Form 10-K of the Registrant;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
• The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
• The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
• all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
• any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: March 2, 2026	/s/ Keri A. Davis
	Keri A. Davis
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with this Annual Report on Form 10-K of Great Elm Capital Corp., a Maryland corporation (the “Registrant”), for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Matt Kaplan, as Chief Executive Officer of the Registrant, and Keri A. Davis, as Chief Financial Officer of the Registrant, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of each of the undersigned’s knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Registrant.

Dated: March 2, 2026
/s/ Matt Kaplan
Matt Kaplan<br><br>Chief Executive Officer<br><br>(Principal Executive Officer)
/s/ Keri A. Davis
Keri A. Davis<br><br>Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

CLO Formation JV, LLC

Financial Statements

For the year ended December 31, 2025

CLO Formation JV, LLC

Table of Contents

December 31, 2025

Financial Statements
Statement of Assets, Liabilities and Members' Capital	3
Statement of Operations	4
Statement of Changes in Members' Capital	5
Statement of Cash Flows	6
Schedule of Investments	7
Notes to the Financial Statements	8

CLO JV Formation, LLC

Unaudited Statement of Assets, Liabilities and Members’ Capital

As of December 31, 2025

Dollar amount in thousands

Assets
Investments, at fair value (cost $64,656)	$	55,846
Cash and cash equivalents		98
Interest receivable		2,289
Total assets	$	58,233
Liabilities and Members' Capital
Accrued expenses		45
Due to Affiliates		47
Total liabilities		92
Commitments and Contingencies (Note 6)	$	-
Members' capital		58,141
Total liabilities and members' capital	$	58,233

CLO JV Formation, LLC

Unaudited Statement of Operations

For the Year Ended December 31, 2025

Dollar amount in thousands

Investment income
Interest income	$	12,177
Total income		12,177
Expenses
Professional fees		105
Other expenses		(26	)
Total expenses		79
Net investment income	$	12,098
Net realized gain (loss) and change in unrealized appreciation (depreciation) on investments:
Net change in unrealized depreciation on investments		(9,474	)
Net realized loss on investments		(410	)
Net realized loss and change in unrealized depreciation on investments:	$	(9,884	)
Net increase in members' capital resulting from operations	$	2,214

CLO Formation JV, LLC

Unaudited Statement of Changes in Members’ Capital

For the Year Ended December 31, 2025

Dollar amount in thousands

Members' Capital at December 31, 2024	$	56,274
Contributions		19,104
Distributions		(19,451	)
Net investment income		12,098
Net realized loss from investments		(410	)
Net change in unrealized depreciation on investments		(9,474	)
Members' Capital at December 31, 2025	$	58,141

CLO Formation JV, LLC

Unaudited Statement of Cash Flows

For the Year Ended December 31, 2025

Dollar amount in thousands

Cash flows from operating activities:
Net increase in members' capital resulting from operations	$	2,214
Adjustments to reconcile net increase in members' capital<br>  resulting from operations to net cash provided by operating activities:
Purchases of investments		(35,730	)
Proceeds from sale of investments		16,626
Proceeds from principal payments		7,427
Net change in realized loss on investments		410
Net change in unrealized depreciation on investments		9,474
Changes in operating assets and liabilities:
Decrease in interest receivable		12
Increase in other liabilities		(32	)
Net cash provided by operating activities		401
Cash flows from financing activities:
Capital contributions		19,104
Distributions		(19,451	)
Net cash used in financing activities		(347	)
Net increase in cash and cash equivalents		54
Cash and cash equivalents, beginning of year		44
Cash and cash equivalents, end of year	$	98

CLO Formation JV, LLC

Unaudited Schedule of Investments

As of December 31, 2025

Dollar amount in thousands

Portfolio Company	Initial Acquisition Date	Maturity Date	Quantity/ Par		Price			Amortized Cost		Fair Value
CLO Subordinated Notes
Apex Credit CLO 2024-I Ltd(1), (2), (3)	04/24/24	04/20/36		14,957		56.31	%	$	9,856	$	8,039
Apex Credit CLO 2024-II Ltd(1), (2), (3)	07/02/24	07/25/37		34,550		62.62	%		26,440		20,819
Apex Credit CLO 2025-12 Ltd(1), (2), (3)	04/24/25	04/20/38		32,932		85.26	%		28,360		26,988
Total Investments (96.05% of members' capital)								$	64,656	$	55,846
Cash and Cash Equivalents
Blackrock Liquidity Funds FedFund Administration(1)	07/25/24	n/a		98,440		100		$	98	$	98
Total Cash and Cash Equivalents (0.17% of members' capital)								$	98	$	98

• Investment is domiciled in the United States.
• Investment is classified as Level 3. See Note 3. Fair Value Measurements.
• Investment acquired in a private transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and, therefore, is subject to limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.

CLO Formation JV, LLC

Notes to the Financial Statements

Note 1. Organization

CLO Formation JV, LLC (the “Company”), a Delaware limited liability company, was formed on April 23, 2024 with the objective to invest in collateralized loan obligation (“CLO”) entities and related warehouse facilities. The Company commenced operations on April 23, 2024 and shall continue until the dissolution of the Company in accordance with the Company’s Limited Liability Agreement (the “LLC Agreement”).

The Company’s members are Great Elm Capital Corp. (“GECC”), Green SPE, LLC (“Green”), and Crown LB, LLC (“Crown”). GECC and Green each have the right to appoint one member to the two-person Board of Managers (the “Board”). All material decisions with respect to the company, including those involving its investment portfolio, require unanimous approval of a quorum of the Board. Quorum is defined as the presence of both managers serving on the Board. On April 23, 2024, the Company entered into an Administrative Services Agreement (the “Administrative Agreement”) with GECC (the “Administrative Agent”) to perform certain duties as described in the Administrative Agreement as discussed in Note 4 – Related Party Transactions.

Note 2. Significant Accounting Policies

Basis of Presentation. The accompanying financial statements are expressed in United States dollars. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Company is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (ASC 946).

Use of Estimates. The preparation of these financial statements in conformity with GAAP requires the Administrative Agent to make estimates and assumptions that effect the reported amounts of assets and liabilities, including the fair value of investments as of the date of the financial statements, and reported amounts of income and expense during the reporting period, disclosed in the financial statements and the accompanying notes. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Cash and Cash Equivalents. Cash and cash equivalents is defined as cash on hand or on deposit at major financial institutions. Deposits with this financial institution may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk.

Valuation of Investments. The Company carries its investments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Refer to Note 3. Fair Value Measurements.

CLO Formation JV, LLC

Notes to the Financial Statements (continued)

Investments. The Company’s investments are primarily comprised of CLO subordinated note securities (colloquially referred to as “CLO equity”), as well as loan accumulation facilities (colloquially referred to as “CLO warehouses”). CLO subordinated notes represent beneficial interests in portfolios consisting primarily of broadly syndicated senior secured loans with a large number of distinct underlying U.S. borrowers across various industry sectors. The CLO subordinated notes tranches are unrated, represent the first loss position in a CLO structure, and are typically leveraged 9 to 13 times which translates to approximately 11% to 8% of a CLO’s capital structure. The high leverage can magnify any gains and losses on such investments. CLO subordinated notes are entitled to recurring distributions which are generally equal to the residual cash flow of payments received from underlying syndicated senior secured loans after contractual payments to more senior CLO mezzanine debt holders and costs and fees incurred on senior financing, manager and other expenses. Economically, a CLO subordinated note is equity-like in that it represents the residual interest in the CLO assets that bears the ultimate risk of loss and receives the benefits of success, but lacks features enabling its holders to direct the operations of the entity typically associated with equity instruments.

CLO warehouses are short-to medium-term finance vehicles intended to aggregate loans for inclusion in a future CLO portfolio. Loan accumulation facilities are typically financed through income notes, subordinated loans, or preferred shares, representing the first-loss and residual interests in the vehicle, and senior debt provided by a bank. The senior debt of a loan accumulation facility typically leverages the first-loss capital by approximately four times prior to a CLO’s pricing and launch.

Income notes, subordinate loans and preferred shares of loan accumulation facilities have economic risks similar to those applicable to CLO subordinated notes insomuch as they pay returns equal to the income earned on the underlying portfolio less costs and fees incurred on senior financing, manager and other expenses, and bear losses on a first-dollar basis, but lack many of the contractual protections associated with a CLO indenture. Investing in a CLO warehouse does not create an obligation to participate in the CLO contemplated by the warehouse; however, to date the Company has participated in the CLOs resulting from its CLO warehouse investments. Participation in a CLO warehouse investment may afford the Company an opportunity to enhance its returns through fee sharing agreements with the CLO collateral managers.

Investment Transactions and Related Investment Income. Interest income is received for the CLO subordinated notes through recurring distributions, which generally are equal to the residual cash flow of payments received from the underlying securities using the effective interest method.

Investment transactions are accounted for on a trade date basis.

The Company measures realized gains or losses as the difference between net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment. Realized gains and losses are computed using the specific identification method.

Income Taxes. As a limited liability company that elects to be treated as a partnership for income tax purposes, the Company is not liable for federal or state income taxes and, accordingly, no income tax provision is made with respect to its net realized income. The members of the Company are responsible for federal and state income taxes on the income allocated to them pursuant to the LLC Agreement.

CLO Formation JV, LLC

Notes to the Financial Statements (continued)

The Company is subject to the provisions of FASB ASC 740, Income Taxes. This standard provides guidance on the accounting for and disclosure of uncertain tax positions and requires the evaluation of tax positions taken or expected to be taken to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on analysis of the tax positions of the Company for all open tax years, the Administrative Agent has concluded that the Company does not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740. The Company’s income tax returns are subject to examination by tax authorities generally for a period of three years after they were filed. No changes to unrecognized tax positions are expected within the next twelve months.

Market and Credit Risk. The fair value of investments will generally fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. During periods of limited liquidity and higher price volatility, the Company’s ability to dispose of its investment at a price and time they deem advantageous may be impaired.

Debt investments are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of the investment which are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in the interest rates. Interest rate changes may affect the value of a debt instrument indirectly and directly. In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and failing interest rates will have a positive effect on price. Adjustable-rate instruments also react to interest rate changes in a similar manner although to a lesser degree.

Note 3. Fair Value Measurements

The Company values its portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Administrative Agent which follow the guidance in ASC 820. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of the Company, (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (3) are able to transact for the asset, and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

CLO Formation JV, LLC

Notes to the Financial Statements (continued)

Valuations of the Company’s investments shall be made as of the end of each fiscal quarter and upon liquidation of the Company in accordance with the Company’s valuation guidelines then in effect (which shall be consistent with GECC’s valuation policies and procedures then in effect). Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. Debt or equity investments for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process that has been reviewed and approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The fair value measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows.

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

• Level 1 - Investments valued using unadjusted quoted prices in active markets for identical assets.
• Level 2 - Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
• Level 3 - Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

CLO Formation JV, LLC

Notes to the Financial Statements (continued)

The following is a summary of the Company’s investments categorized within the fair value hierarchy as of December 31, 2025:

Type of Investment	Level 1		Level 2		Level 3		Total
Asset
CLO Subordinated Notes	$	-	$	-	$	55,846	$	55,846
Cash and Cash Equivalents		98		-		-		98
Total	$	98	$	-	$	55,846	$	55,944

The following is a reconciliation of Level 3 investments for the year ended December 31, 2025:

Balance at December 31, 2024	$	54,053
Purchases		35,730
Sales and Settlements		(24,053	)
Net realized loss on investments		(410	)
Net change in unrealized depreciation on investments		(9,474	)
Balance at December 31, 2025	$	55,846

• Purchases may include new deals, additional fundings, securities received in corporate actions and restructurings. Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments and restructuring of investments.

There were no transfers between levels for the year ended December 31, 2025.

The table below presents the significant unobservable inputs used to value the Company’s Level 3 investments as of December 31, 2025:

Investment Type	Fair Value		Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
CLO Subordinated Notes (3)	$	55,846	Income Approach	Discount Rate	14.50% - 18.50% (16.52%)
Total Level 3 Investments	$	55,846

• The fair value of any one instrument may be determined using multiple valuation techniques or unobservable inputs.
• Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.
• The cash flows utilized in the discounted cash flow calculations assume: (i) liquidation of (a) certain distressed investments and (b) all investments currently in default held by the issuing CLO at their current market prices; and (ii) redeployment of proceeds at the issuing CLO’s assumed reinvestment rate.

Note 4. Related Party Transactions

The Company considers the members, their principal owners, members of management and members of their immediate families, as well as entities under common control, to be related parties. Amounts due from and due to related parties are generally settled in the normal course of business without formal payment terms.

CLO Formation JV, LLC

Notes to the Financial Statements (continued)

The Company has an Administrative Agreement with GECC to perform certain duties as described in the Administrative Agreement. These duties include maintenance of books and records, preparation of financial statements, compliance and tax reporting, managing cash needs and payment of operating expenses and other administrative services as needed by the Company.

For the year ended December 31, 2025, certain expenses of the Company were paid by the GECC. The Company is responsible for reimbursing GECC for amounts paid on its behalf. As of December 31, 2025, the outstanding balance payable due to GECC was $47,224.

Note 5. Members’ Capital

The Company may call capital commitments to enable the Company to make investments, to pay fees and expenses. At inception, GECC and Green committed to providing $32.0 million in capital with future contributions to be called from each member on a pro rata basis based on their respective commitments. GECC’s initial contribution was $17.4 million for a 75% ownership interest and Green contributed $5.8 million for a 25% ownership interest. On August 20, 2024, the LLC Agreement for CLO JV was amended to admit Crown. Crown’s initial contribution was $2.3 million. As of December 31, 2025, GECC had a 71.25% ownership interest, Green had a 23.75% ownership interest, and Crown had a 5.00% ownership interest in CLO JV. As of December 31, 2025, the Company’s total capital commitment was $74.6 million, all of which has been called through December 31, 2025. Unless otherwise determined by the Board, the Company shall make quarterly distributions to members in an amount approximating the Company’s net income earned in the preceding quarter.

Note 6. Commitments and Contingencies

In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business the Company expects to enter into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be known; however, the Company expects any risk of loss to be remote. As of December 31, 2025, there are no such events.

Note 7. Financial Highlights

The following ratios are calculated using average quarterly member’s capital for the year ended December 31, 2025. Ratios are calculated for members as a whole and an individual member’s ratio may differ from these amounts.

Net Investment Income Ratio	19.36	%
Expense Ratio	0.13	%
Total Return	3.51	%

Note 8. Subsequent Events

The Company’s Administrative Agent has evaluated the events and transactions that have occurred through March 2, 2026, the issuance date of the financial statements, and noted no items requiring disclosure or adjustment of the financial statements.

EX-99.2

Exhibit 99.2

CLO Formation JV, LLC

Financial Statements and Independent Auditor’s Report

As of December 31, 2024 and for the period April 23, 2024 (commencement of operations) through December 31, 2024

Exhibit 99.2

CLO Formation JV, LLC

Table of Contents

As of December 31, 2024 and for the period April 23, 2024 (commencement of operations) through December 31, 2024

Independent Auditor's Report	1
Financial Statements
Statement of Assets, Liabilities and Members' Capital
Statement of Operations
Statement of Changes in Members' Capital
Statement of Cash Flows
Schedule of Investments
Notes to the Financial Statements
Deloitte & Touche LLP<br><br>115 Federal Street<br><br>Boston, MA 02110<br><br>USA<br><br><br><br>Tel: +1 617 437 2000<br><br>www.deloitte.com
---

INDEPENDENT AUDITOR’S REPORT

To the Members of CLO Formation JV, LLC:

Opinion

We have audited the financial statements of CLO Formation JV, LLC (the “Company”), which comprise the statement of assets, liabilities and members’ capital, including the schedule of investments, as of December 31, 2024, and the related statements of operations, changes in members’ capital, and cash flows for the period from April 23, 2024 (commencement of operations) through December 31, 2024, and the related notes to the financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations, changes in its members’ capital and its cash flows for the period from April 23, 2024 (commencement of operations) through December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial

Exhibit 99.2

statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

March 10, 2025

Exhibit 99.2

CLO JV Formation, LLC

Statement of Assets, Liabilities and Members’ Capital

As of December 31, 2024

Dollar amount in thousands

Assets
Investments, at fair value (cost $53,389)	$	54,053
Cash and Cash Equivalents		44
Interest receivable		2,301
Total assets	$	56,398
Liabilities and Members' Capital
Accrued Expenses	$	119
Due To Affiliates		5
Total liabilities		124
Commitments and Contingencies (Note 6)	$	-
Members' capital		56,274
Total liabilities and members' capital	$	56,398

Exhibit 99.2

CLO JV Formation, LLC

Statement of Operations

For the period April 23, 2024 (commencement of operations) through December 31, 2024

Dollar amount in thousands

Investment income
Interest income	$	5,213
Expenses
Professional fees		95
Director fees		15
Other expenses		29
Total expenses		139
Net investment income	$	5,074
Net realized gain and change in unrealized appreciation (depreciation) on investments:
Net change on unrealized appreciation (depreciation) on investments		664
Net realized gain (loss) on investments		34
Net realized gain and change in unrealized appreciation (depreciation) on investments:	$	698
Net increase in members' capital resulting from operations	$	5,772

Exhibit 99.2

CLO Formation JV, LLC

Statement of Changes in Members’ Capital

For the period April 23, 2024 (commencement of operations) through December 31, 2024

Dollar amount in thousands

Members' Capital at April 23, 2024	$	-
Contributions		55,473
Distributions		(4,971	)
Net investment income		5,074
Net realized gain (loss) from investments		34
Net change in unrealized appreciation (depreciation)		664
Members' Capital at December 31, 2024	$	56,274

Exhibit 99.2

CLO Formation JV, LLC

Statement of Cash Flows

For the period April 23, 2024 (commencement of operations) through December 31, 2024

Dollar amount in thousands

Cash flows from operating activities
Net increase in members' capital resulting from operations	$	5,772
Adjustments to reconcile net increase (decrease) in members' capital<br>  resulting from operations to net cash provided by (used in)<br>  operating activities:
Purchases of investments		(44,606	)
Proceeds from principal payments		2,091
Net change in realized gain (loss) on investments		(34	)
Net change in unrealized (appreciation) depreciation on investments		(664	)
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable		(2,301	)
Increase (decrease) in other liabilities		124
Net change in operating assets and liabilities		(39,618	)
Cash flows from financing activities
Capital contributions		44,633
Distributions		(4,971	)
Net cash provided by (used in) financing activities		39,662
Net increase in cash and cash equivalents		44
Cash and cash equivalents, beginning of period		-
Cash and cash equivalents, end of period	$	44
Supplemental disclosure of non-cash activity
In-Kind Contribution	$	10,840

Exhibit 99.2

CLO Formation JV, LLC

Schedule of Investments

As of December 31, 2024

Dollar amount in thousands

Portfolio Company	Initial Acquisition Date	Maturity Date	Quantity/Par		Amortized Cost		Fair Value
CLO Subordinated Notes
Apex Credit CLO 2024-I Ltd	04/24/24	04/20/36		14,957	$	10,994	$	11,990
Apex Credit CLO 2024-II Ltd	07/02/24	07/25/37		34,550		31,095		30,561
						42,089		42,551
Loan Accumulation Facility
Apex Credit CLO 2024-III Ltd	11/01/24	05/23/26		11,300		11,300		11,502
Total Investments						53,389		54,053
Cash and Cash Equivalents
Blackrock Liquidity Funds FedFund Administration	07/25/24	n/a		44		44		44
						44		44

Note 1. Organization

CLO Formation JV, LLC (the “Company”), a Delaware limited liability company, was formed on April 23, 2024 with the objective to invest in collateralized loan obligation (“CLO”) entities and related warehouse facilities. The Company commenced operations on April 23, 2024 and shall continue until the dissolution of the Company in accordance with the Company’s Limited Liability Agreement (the “LLC Agreement”).s

The Company’s members are Great Elm Capital Corp. (“GECC”), Green SPE, LLC (“Green”), and Crown LB, LLC (“Crown”). GECC and Green each have the right to appoint one member to the two-person Board of Managers (the “Board”). All material decisions with respect to the company, including those involving its investment portfolio, require unanimous approval of a quorum of the Board. Quorum is defined as the presence of both managers serving on the Board. On April 23, 2024, the Company entered into an Administrative Services Agreement (the “Administrative Agreement”) with GECC (the “Administrative Agent”) to perform certain duties as described in the Administrative Agreement as discussed in Note 4 – Related Party Transactions.

Note 2. Significant Accounting Policies

Basis of Presentation. The accompanying financial statements are expressed in United States dollars. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Company is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (ASC 946).

Use of Estimates. The preparation of these financial statements in conformity with GAAP requires the Administrative Agent to make estimates and assumptions that effect the reported amounts of assets and liabilities, including the fair value of investments of the date of the financial statements, and reported amounts of income and expense during the reporting period, disclosed in the financial statements and the accompanying notes. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Exhibit 99.2

Cash and Cash Equivalents. Cash and cash equivalents is defined as cash on hand or on deposit at major financial institutions. Deposits with this financial institution may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk.

Valuation of Investments. The Company carries its investments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Refer to Note 3. Fair Value Measurements.

Investments. The Company’s investments are primarily comprised of CLO subordinated note securities (colloquially referred to as “CLO equity”), as well as loan accumulation facilities (colloquially referred to as “CLO warehouses”). CLO subordinated notes represent beneficial interests in portfolios consisting primarily of broadly syndicated senior secured loans with a large number of distinct underlying U.S. borrowers across various industry sectors. The CLO subordinated notes tranches are unrated, represent the first loss position in a CLO structure, and are typically leveraged 9 to 13 times which translates to approximately 11% to 8% of a CLO’s capital structure. The high leverage can magnify any gains and losses on such investments. CLO subordinated notes are entitled to recurring distributions which are generally equal to the residual cash flow of payments received from underlying syndicated senior secured loans after contractual payments to more senior CLO mezzanine debt holders and costs and fees incurred on senior financing, manager and other expenses. Economically, a CLO subordinated note is equity-like in that it represents the residual interest in the CLO assets that bears the ultimate risk of loss and receives the benefits of success, but lacks features enabling its holders to direct the operations of the entity typically associated with equity instruments.

CLO warehouses are short-to medium-term finance vehicles intended to aggregate loans for inclusion in a future CLO portfolio. Loan accumulation facilities are typically financed through income notes, subordinated loans, or preferred shares, representing the first-loss and residual interests in the vehicle, and senior debt provided by a bank. The senior debt of a loan accumulation facility typically leverages the first-loss capital by approximately four times prior to a CLO’s pricing and launch.

Income notes, subordinate loans and preferred shares of loan accumulation facilities have economic risks similar to those applicable to CLO subordinated notes insomuch as they pay returns equal to the income earned on the underlying portfolio less costs and fees incurred on senior financing, manager and other expenses, and bear losses on a first-dollar basis, but lack many of the contractual protections associated with a CLO indenture. Investing in a CLO warehouse does not create an obligation to participate in the CLO contemplated by the warehouse; however, to date the Company has participated in the CLOs resulting from its CLO warehouse investments. Participation in a CLO warehouse investment may afford the Company an opportunity to enhance its returns through fee sharing agreements with the CLO collateral managers.

Investment Transactions and Related Investment Income. Interest income is received for the CLO subordinated notes through recurring distributions, which generally are equal to the residual cash flow of payments received from the underlying securities using the effective interest method.

Investment transactions are accounted for on a trade date basis.

The Company measures realized gains or losses as the difference between net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment. Realized gains and losses are computed using the specific identification method.

Income Taxes. As a limited liability company that elects to be treated as a partnership for income tax purposes, the Company is not liable for federal or state income taxes and, accordingly, no income tax provision is made with respect to its net realized income. The members of the Company are responsible for federal and state income taxes on the income allocated to them pursuant to the LLC Agreement.

The Company is subject to the provisions of FASB ASC 740, Income Taxes. This standard provides guidance on the accounting for and disclosure of uncertain tax positions and requires the evaluation of tax positions taken or expected to be taken to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on analysis of the tax positions of the Company for all open tax years, the Administrative Agent has concluded that the Company does not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740. The Company’s income tax returns are subject to examination by tax authorities generally for a period of three years after they were filed. No changes to unrecognized tax positions are expected within the next twelve months.

Exhibit 99.2

Market and Credit Risk. The fair value of investments will generally fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. During periods of limited liquidity and higher price volatility, the Company’s ability to dispose of its investment at a price and time they deem advantageous may be impaired.

Debt investments are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of the investment which are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in the interest rates. Interest rate changes may affect the value of a debt instrument indirectly and directly. In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and failing interest rates will have a positive effect on price. Adjustable-rate instruments also react to interest rate changes in a similar manner although to a lesser degree.

Note 3. Fair Value Measurements

The Company values its portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Administrative Agent which follow the guidance in ASC 820. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (1) are independent of the Company, (2) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (3) are able to transact for the asset, and (4) are willing to transact for the asset (that is, they are motivated but not forced or otherwise compelled to do so).

Valuations of the Company’s investments shall be made as of the end of each fiscal quarter and upon liquidation of the Company in accordance with the Company’s valuation guidelines then in effect (which shall be consistent with GECC’s valuation policies and procedures then in effect). Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. Debt or equity investments for which market quotations are not readily available, which is the case for many of the Company’s investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process that has been reviewed and approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The fair value measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows.

Exhibit 99.2

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:

• Level 1 - Investments valued using unadjusted quoted prices in active markets for identical assets.
• Level 2 - Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
• Level 3 - Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following is a summary of the Company’s investments categorized within the fair value hierarchy as of December 31, 2024:

Type of Investment	Level 1		Level 2		Level 3		Total
Asset
CLO Subordinated Notes	$	-	$	-	$	42,551	$	42,551
Loan Accumulation Facility		-		-		11,502		11,502
Cash and Cash Equivalents		44		-		-		44
Total	$	44	$	-	$	54,053	$	54,097

The following is a reconciliation of Level 3 investments for period April 23, 2024 (commencement of operations) through December 31, 2024:

Balance at April 23, 2024	$	-
Purchases		44,606
In-Kind Contribution		10,840
Principal Payments		(2,091	)
Net realized gain (loss) on investments		34
Net change on unrealized appreciation (depreciation) on investments		664
Balance at December 31, 2024	$	54,053

(1) Purchases may include new deals, additional fundings, securities received in corporate actions and restructurings. Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments and restructuring of investments.

There were no transfers between levels for period April 23, 2024 (commencement of operations) through December 31, 2024.

The table below presents the significant unobservable inputs used to value the Company’s Level 3 investments as of December 31, 2024:

Investment Type	Fair Value		Valuation Technique(1)	Unobservable Input(1)	Range (Weighted Average)(2)
CLO Subordinated Notes (3)	$	42,551	Income Approach	Discount Rate	13.50% - 16.50% (15.00%)
Loan Accumulation Facility (3)		11,502	Asset Recovery
Total Level 3 Investments	$	54,053

• The fair value of any one instrument may be determined using multiple valuation techniques or unobservable inputs.
• Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. The range and weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

Exhibit 99.2

• The cash flows utilized in the discounted cash flow calculations assume: (i) liquidation of (a) certain distressed investments and (b) all investments currently in default held by the issuing CLO at their current market prices; and (ii) redeployment of proceeds at the issuing CLO’s assumed reinvestment rate.

Note 4. Related Party Transactions

The Company considers the members, their principal owners, members of management and members of their immediate families, as well as entities under common control, to be related parties. Amounts due from and due to related parties are generally settled in the normal course of business without formal payment terms.

The Company has an Administrative Agreement with GECC to perform certain duties as described in the Administrative Agreement. These duties include maintenance of books and records, preparation of financial statements, compliance and tax reporting, managing cash needs and payment of operating expenses and other administrative services as needed by the Company.

For the period from April 23, 2024 through December 31, 2024, certain expenses of the Company were paid by the GECC. The Company is responsible for reimbursing GECC for amounts paid on its behalf. As of December 31, 2024, the outstanding balance payable due to GECC was $5,474.

Note 5. Members’ Capital

The Company may call capital commitments to enable the Company to make investments, to pay fees and expenses. At inception, GECC and Green committed to providing $32.0 million in capital with future contributions to be called from each member on a pro rata basis based on their respective commitments. GECC’s initial contribution was $17.4 million for a 75% ownership interest and Green contributed $5.8 million for a 25% ownership interest. On August 20, 2024, the LLC Agreement for CLO JV was amended to admit Crown. Crown’s initial contribution was $2.3 million. As of December 31, 2024, GECC had a 71.25% ownership interest, Green had a 23.75% ownership interest, and Crown had a 5.00% ownership interest in CLO JV. As of December 31, 2024 the Company’s total capital commitment was $69.0 million and $18.5 million was unfunded. Unless otherwise determined by the Board, the Company shall make quarterly distributions to members in an amount approximating the Company’s net income earned in the preceding quarter.

Note 6. Commitments and Contingencies

In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business the Company expects to enter into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these agreements cannot be known; however, the Company expects any risk of loss to be remote. As of December 31, 2024, there are no such events.

Note 7. Financial Highlights

The following ratios are calculated using average quarterly member’s capital for the period from April 23, 2024 (commencement of operations) through December 31, 2024. Ratios are calculated for members as a whole and an individual member’s ratio may differ from these amounts.

Net Investment Income Ratio	18.44	%	(1)
Expense Ratio	0.51	%	(1)
Total Return	13.17	%

• Annualized for periods less than one year.

Exhibit 99.2

Note 8. Subsequent Events

The Company’s Administrative Agent has evaluated the events and transactions that have occurred through March 10, 2025, the issuance date of the financial statements, and noted no items requiring disclosure or adjustment of the financial statements.