10-Q
Great Elm Capital Corp. (GECC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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, Palm Beach Gardens, FL | 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 |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒
As of October 29, 2025, the registrant had 13,998,168 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
| Page | ||
|---|---|---|
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 16 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 16 |
| Item 1A. | Risk Factors | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 18 |
| Signatures | 19 | |
| Index to Financial Statements | F-20 | |
| Statements of Assets and Liabilities (unaudited) | F-21 | |
| Statements of Operations (unaudited) | F-22 | |
| Statements of Changes in Net Assets (unaudited) | F-23 | |
| Statements of Cash Flows (unaudited) | F-24 | |
| Schedule of Investments (unaudited) | F-25 | |
| Notes to the Unaudited Financial Statements | F-38 |
i
Item 1. Financial Statements.
The financial statements listed in the index to financial statements immediately following the signature page to this report are incorporated herein by reference.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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, Great Elm Specialty Finance, LLC (“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 Great Elm Capital Management, LLC (“GECM”), our external investment manager, entered into an investment management agreement (the "Investment Management Agreement") and an administration agreement (the "Administration Agreement"), and we began to accrue obligations to our external investment manager under those agreements. On August 1, 2022, upon receiving our stockholders’ approval, we and GECM entered into an amendment to the Investment Management Agreement 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 incentive fee based on income 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 of directors (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.
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 payment-in-kind (“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 original issue discounts (“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 year ended December 31, 2024 and the nine months ended September 30, 2025:
| (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 | % | |||
| For the Nine Months Ended September 30, 2025 | $ | 148,775 | $ | (127,474 | ) |
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 nine months ended September 30, 2025 and the year ended December 31, 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 Nine Months Ended September 30, 2025 | For the Year Ended December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Beginning Investment Portfolio, at fair value | $ | 324,262 | $ | 230,612 | ||
| Portfolio Investments acquired(1) | 148,775 | 345,684 | ||||
| Amortization of premium and accretion of discount, net | 2,261 | 2,437 | ||||
| Portfolio Investments repaid or sold(2) | (127,474 | ) | (245,576 | ) | ||
| Net change in unrealized appreciation (depreciation) on investments | (29,608 | ) | (10,771 | ) | ||
| Net realized gain (loss) on investments | 6,890 | 1,876 | ||||
| Ending Investment Portfolio, at fair value | $ | 325,106 | $ | 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 September 30, 2025 and December 31, 2024 (in thousands):
| September 30, 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 | ||||||
| Short-Term Investments | $ | 88,698 | 21.43 | % | $ | 8,448 | 2.54 | % | ||
| Structured Finance | 52,304 | 12.64 | % | 40,089 | 12.05 | % | ||||
| Technology | 39,082 | 9.44 | % | 29,811 | 8.96 | % | ||||
| Specialty Finance | 38,695 | 9.35 | % | 43,215 | 12.99 | % | ||||
| Chemicals | 28,747 | 6.95 | % | 26,131 | 7.85 | % | ||||
| Insurance | 24,119 | 5.83 | % | 22,364 | 6.72 | % | ||||
| Consumer Products | 17,344 | 4.19 | % | 25,179 | 7.57 | % | ||||
| Food & Staples | 16,594 | 4.01 | % | 9,367 | 2.82 | % | ||||
| Metals & Mining | 13,188 | 3.19 | % | 13,071 | 3.93 | % | ||||
| Consumer Services | 13,026 | 3.15 | % | 8,681 | 2.61 | % | ||||
| Industrial | 12,091 | 2.92 | % | 12,874 | 3.87 | % | ||||
| Oil & Gas Exploration & Production | 10,574 | 2.56 | % | 10,436 | 3.14 | % | ||||
| Transportation Equipment Manufacturing | 8,903 | 2.15 | % | 26,140 | 7.86 | % | ||||
| Commercial Services | 6,000 | 1.45 | % | - | - | % | ||||
| Apparel | 5,699 | 1.38 | % | 4,911 | 1.48 | % | ||||
| Energy Services | 5,690 | 1.38 | % | 6,522 | 1.96 | % | ||||
| Internet Media | 5,464 | 1.32 | % | 6,997 | 2.10 | % | ||||
| Aircraft | 4,654 | 1.12 | % | 4,566 | 1.37 | % | ||||
| Closed-End Fund | 3,889 | 0.94 | % | 3,430 | 1.03 | % | ||||
| Casinos & Gaming | 3,549 | 0.86 | % | 5,485 | 1.65 | % | ||||
| Marketing Services | 3,083 | 0.75 | % | 1,416 | 0.43 | % | ||||
| Restaurants | 3,064 | 0.74 | % | 3,789 | 1.14 | % | ||||
| Financial Services | 2,893 | 0.70 | % | 2,532 | 0.76 | % | ||||
| Business Services | 2,403 | 0.58 | % | - | - | % | ||||
| Textiles | 2,108 | 0.51 | % | 1,285 | 0.39 | % | ||||
| Retail | 1,468 | 0.35 | % | 3,100 | 0.93 | % | ||||
| Transportation | 380 | 0.09 | % | - | - | % | ||||
| Media | 95 | 0.02 | % | - | - | % | ||||
| Defense | - | - | % | 3,999 | 1.20 | % | ||||
| Shipping | - | - | % | 8,872 | 2.67 | % | ||||
| Total | $ | 413,804 | 100.00 | % | $ | 332,710 | 100.00 | % |
Results of Operations
Investment Income
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| In Thousands | Per Share(1) | In Thousands | Per Share(2) | In Thousands | Per Share(1) | In Thousands | Per Share(2) | |||||||||
| Total Investment Income | $ | 10,642 | $ | 0.86 | $ | 11,727 | $ | 1.12 | $ | 37,414 | $ | 3.17 | $ | 30,184 | $ | 3.16 |
| Interest income | 7,583 | 0.62 | 8,121 | 0.78 | 23,518 | 1.99 | 23,465 | 2.46 | ||||||||
| Dividend income | 2,060 | 0.17 | 3,586 | 0.34 | 11,908 | 1.01 | 5,927 | 0.62 | ||||||||
| Other commitment fees | - | - | - | - | - | - | 700 | 0.07 | ||||||||
| Other income | 999 | 0.07 | 20 | - | 1,988 | 0.17 | 92 | 0.01 |
- The per share amounts are based on a weighted average of 12,315,210 and 11,808,363 outstanding common shares for the three and nine months ended September 30, 2025, respectively.
- The per share amounts are based on a weighted average of 10,449,888 and 9,556,695 outstanding common shares for the three and nine months ended September 30, 2024, respectively.
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.
Interest income decreased for the three months ended September 30, 2025 as compared to the corresponding periods in the prior year primarily due to a lower average coupon rate across the portfolio in combination with decreased debt investment portfolio size. As of September 30, 2025, the debt investment portfolio had an average coupon rate of 10.8% on approximately $224.1 million of principal as compared to 12.3% on approximately $241.2 million of principal as of September 30, 2024, excluding positions on non-accrual in each period. Interest income for the nine months ended September 30, 2025 was consistent with the interest income for the nine months ended September 30, 2024. Interest income includes PIK interest which is reported in the statements of operations. The total PIK interest earned remained consistent for the three and nine months ended September 30, 2025 as compared to the corresponding periods in the prior year.
Dividend income decreased for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to fewer holdings in dividend-paying preferred stock investments and reductions in distributions from the investment in the CLO JV which distributed $1.5 million and $3.0 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, dividend income included $2.1 million and $8.6 million in distributions from Trouvaille Re Ltd. ("Trouvaille") and the CLO JV respectively. In the nine months ended September 30, 2024, there were no distributions from Trouvaille and distributions from CLO JV were approximately $3.0 million.
Other commitment fees decreased for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 due to termination of revolver commitments and associated commitment fees. Other income increased for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 primarily due to non-refundable carry fees, early repayment fees, and amendment fees on new and amended debt positions.
Expenses
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| In Thousands | Per Share(1) | In Thousands | Per Share(2) | In Thousands | Per Share(1) | In Thousands | Per Share(2) | |||||||||
| Total Expenses | $ | 7,971 | $ | 0.65 | $ | 7,580 | $ | 0.73 | $ | 24,127 | $ | 2.04 | $ | 19,781 | $ | 2.07 |
| Management fees | 1,253 | 0.10 | 1,201 | 0.11 | 3,803 | 0.32 | 3,209 | 0.34 | ||||||||
| Incentive fees | - | - | 1,018 | 0.10 | 2,620 | 0.22 | 2,580 | 0.27 | ||||||||
| Total advisory and management fees | $ | 1,253 | $ | 0.10 | $ | 2,219 | $ | 0.21 | $ | 6,423 | $ | 0.54 | $ | 5,789 | $ | 0.61 |
| Administration fees | 505 | 0.04 | 375 | 0.04 | 1,243 | 0.11 | 1,156 | 0.12 | ||||||||
| Directors’ fees | 53 | - | 52 | - | 159 | 0.01 | 160 | 0.02 | ||||||||
| Interest expense | 5,485 | 0.46 | 4,210 | 0.40 | 14,054 | 1.19 | 10,490 | 1.09 | ||||||||
| Professional services | 587 | 0.05 | 409 | 0.04 | 1,470 | 0.12 | 1,210 | 0.13 | ||||||||
| Custody fees | 38 | - | 38 | - | 113 | 0.01 | 110 | 0.01 | ||||||||
| Other expenses | 50 | - | 277 | 0.03 | 665 | 0.06 | 866 | 0.09 | ||||||||
| Income Tax Expense | ||||||||||||||||
| Excise tax | 238 | 0.02 | 75 | 0.01 | 374 | 0.03 | 80 | 0.01 |
- The per share amounts are based on a weighted average of 12,315,210 and 11,808,363 outstanding common shares for the three and nine months ended September 30, 2025, respectively.
- The per share amounts are based on a weighted average of 10,449,888 and 9,556,695 outstanding common shares for the three and nine months ended September 30, 2024, respectively.
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.
Management fees increased for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 due to increased management fee assets from growth of the portfolio in the current year periods as compared to the corresponding prior year periods.
There was no incentive fee accrued for the three months ended September 30, 2025 due to decreased investment income and capital raises during the period resulting in increased hurdles which is based on the average capital invested during the period. Despite the current quarter decrease, incentive fees increased for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to a trend of increased pre-incentive net investment income throughout the year.
Professional services costs increased for the three and nine months ended September 30, 2025 as compared to the corresponding periods in the prior year, primarily due to general rate increases for professional services including valuation, legal and accounting costs along with additional services related to growth in the portfolio and certain one-time costs.
Interest expense increased for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to the issuance of $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the "GECCG Notes") in early September 2025 and the redemption of the $40.0 million in aggregate principal amount of 8.75% notes due 2028 (the “GECCZ Notes”) on September 30, 2025 which resulted in double the amount of accrued interest payable for the month of September along with approximately $0.9 million in deferred offering costs on the GECCZ Notes which was fully expensed upon redemption. For the nine months ended September 30, 2025, interest expense increased as compared to the nine months ended September 30, 2024 due to the current quarter activity along with increased average debt outstanding in connection with the issuance of $56.5 million in aggregate principal amount of the 8.50% Notes due 2029 (the “GECCI Notes”) in April and July 2024, and the issuance of $36.0 million in aggregate principal amount of the 8.125% Notes due 2029 (the “GECCH Notes”) in September 2024, offset with the redemption of $45.6 million in aggregate principal amount of the 6.75% Notes due in 2025 (the "GECCM Notes") in October 2024.
Realized Gains (Losses)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||
| In Thousands | Per Share(1) | In Thousands | Per Share(2) | In Thousands | Per Share(1) | In Thousands | Per Share(2) | |||||||||||||||||
| Net Realized Gain (Loss) | $ | 6,156 | $ | 0.50 | $ | 226 | $ | 0.02 | $ | 6,879 | $ | 0.58 | $ | 2,112 | $ | 0.22 | ||||||||
| Gross realized gain | 6,553 | 0.53 | 626 | 0.06 | 7,392 | 0.62 | 3,438 | 0.36 | ||||||||||||||||
| Gross realized loss | (397 | ) | (0.03 | ) | (400 | ) | (0.04 | ) | (513 | ) | (0.04 | ) | (1,326 | ) | (0.14 | ) |
- The per share amounts are based on a weighted average of 12,315,210 and 11,808,363 outstanding common shares for the three and nine months ended September 30, 2025, respectively.
- The per share amounts are based on a weighted average of 10,449,888 and 9,556,695 outstanding common shares for the three and nine months ended September 30, 2024, respectively.
Net realized gain for the three months and nine ended September 30, 2025 includes approximately $4.3 million in gains on the investments in Nice-Pak Products, Inc. ("Nice-Pak") which were realized in connection with the merger with Vi-Jon and $1.9 million in gain on distributions from the investment in CW Opportunity 2, LP ("CW Opportunity").
Realized gain for the three months ended September 30, 2024 includes $0.3 million in gains from the realization of our investment in Florida Marine, LLC term loan. Realized losses for three months ended September 30, 2024 includes $0.2 million in loss from the realization of our investment in Eagle Point Credit Company common equity.
Realized gain for the nine months ended September 30, 2024 includes $0.8 million in gains from the partial sale of our investment in American Coastal Insurance Corp unsecured bond and $0.8 million in gains from the partial sale of our investment in Blackstone Secured Lending Fund common equity. Realized losses for the nine months ended September 30, 2024 includes $0.6 million on the realization of our investment in PFS Holdings Corp. term loan and $0.3 million in loss from the realization of our investment in Eagle Point Credit Company common equity.
Change in Unrealized Appreciation (Depreciation) on Investments
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||
| In Thousands | Per Share(1) | In Thousands | Per Share(2) | In Thousands | Per Share(1) | In Thousands | Per Share(2) | |||||||||||||||||
| Net change in unrealized appreciation/ (depreciation) | $ | (30,601 | ) | $ | (2.48 | ) | $ | (821 | ) | $ | (0.08 | ) | $ | (29,608 | ) | $ | (2.51 | ) | $ | (10,742 | ) | $ | (1.12 | ) |
| Unrealized appreciation | 5,270 | 0.43 | 13,190 | 1.26 | 16,726 | 1.42 | 12,649 | 1.32 | ||||||||||||||||
| Unrealized depreciation | (35,871 | ) | (2.91 | ) | (14,011 | ) | (1.34 | ) | (46,334 | ) | (3.93 | ) | (23,391 | ) | (2.44 | ) |
- The per share amounts are based on a weighted average of 12,315,210 and 11,808,363 outstanding common shares for the three and nine months ended September 30, 2025, respectively.
- The per share amounts are based on a weighted average of 10,449,888 and 9,556,695 outstanding common shares for the three and nine months ended September 30, 2024, respectively.
For the three months ended September 30, 2025 net unrealized depreciation was primarily driven by unrealized depreciation of approximately $16.3 million across our investments in First Brands, Inc. ("First Brands") resulting from decreases in the public market pricing for these loans in connection with the recent bankruptcy filing, which is in early stages and outcomes remain uncertain. In addition, for the three months ended September 30, 2025, we recognized unrealized depreciation of approximately $4.1 million and $3.2 million on our investments in CW Opportunity and CLO JV, respectively. This unrealized depreciation was offset by distributions of $1.9 million in realized gain distributions and $1.5 million in income distributions from CW Opportunity and CLO JV, respectively, during the quarter. In addition, unrealized depreciation includes approximately $4.5 million in reversal of previously recognized unrealized appreciation on our investments in Nice-Pak in connection with the merger of the company into the new Vivos Holdings, LLC, resulting in realized gains of $4.3 million. These losses were partially offset by unrealized appreciation driven by increases in the fair value of our investments in Trouvaille and Great Elm Specialty Finance, LLC ("GESF") common stock resulting in unrealized appreciation of $1.2 million and $0.9 million, respectively.
Net unrealized depreciation for the nine months ended September 30, 2025 was primarily driven by the current quarter losses discussed above which include unrealized depreciation of approximately $17.0 million, $4.1 million and $7.3 million on our investments in First Brands, Nice-Pak, and CLO JV, respectively. These losses are partially offset by unrealized appreciation of $8.5 million on our investment in CW Opportunity during the nine months ended September 30, 2025.
For the three months ended September 30, 2024, unrealized appreciation was primarily driven by an increase in fair value of our investment in CW Opportunity 2 LP of approximately $1.1 million and in our investment in Nice-Pak warrants of approximately $0.5 million. Unrealized depreciation for the three months ended September 30, 2024 was primarily driven by a decrease in fair value of our investment in GESF common stock of approximately $1.1 million and in our investment in Blue Ribbon, LLC term loan of approximately $0.4 million.
For the nine months ended September 30, 2024, unrealized appreciation was primarily driven by an increase in fair value of our investment in Nice-Pak warrants of approximately $2.2 million and in our investment in Maverick Gaming, LLC term loan of approximately $1.5 million. Unrealized depreciation for the nine months ended September 30, 2024 was primarily driven by a decrease in fair value of our investment in GESF common stock of approximately $3.6 million and in our investment in New Wilkie Energy term loan of approximately $2.2 million.
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 September 30, 2025, we had approximately $88.7 million of short term investments including money market fund investments and treasury bills. As of September 30, 2025, we had investments in 66 debt instruments across 49 companies, totaling approximately $220.7 million at fair value and 19 equity investments in 15 companies, with an aggregate fair value of approximately $104.4 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 September 30, 2025, we had approximately $46,000 in unfunded commitments to provide financing to certain of our portfolio companies. We had sufficient availability on our Revolver as well as cash and other liquid assets on our September 30, 2025 balance sheet to satisfy the unfunded commitments.
For the nine months ended September 30, 2025, net cash used for operating activities was approximately $21.4 million, reflecting the purchases and 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 provided by purchases and proceeds from sales of investments was approximately $13.8 million, reflecting proceeds from principal repayments and sales of $132.5 million, offset payments for additional investments of $146.3 million.
For the nine months ended September 30, 2025, net cash provided by financing activities was $21.4 million. Cash inflows consisted of $27.3 million in proceeds from the issuance of common equity and $48.4 million in proceeds from the issuance of the GECCG Notes. Cash outflows included $40.0 million to redeem the GECCZ notes and $14.1 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 and other cash obligations as of September 30, 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 | $ | 57,500 | $ | 57,500 | $ | - | $ | - | $ | - |
| GECCI Notes | 56,500 | - | - | 56,500 | - | |||||
| GECCH Notes | 41,400 | - | - | 41,400 | - | |||||
| GECCG Notes(1) | 50,000 | - | - | - | 50,000 | |||||
| Total | $ | 205,400 | $ | 57,500 | $ | - | $ | 97,900 | $ | 50,000 |
- On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option.
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.
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 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 (the “Revolver”) of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). We 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. 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 (a) SOFR plus 2.50% or (b) a base rate plus 1.50%. The Amendment also amended the financial covenant of minimum net assets requirement to be of not less than $80 million. As of September 30, 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 of 1940, as amended (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. The aggregate principal balance of the GECCO Notes outstanding as of September 30, 2025 was $57.5 million.
On August 16, 2023, we issued $40.0 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 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.
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 September 30, 2025 was $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 September 30, 2025 was $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"). The aggregate principal balance of the GECCG Notes outstanding as of September 30, 2025 was $50.0 million. 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 Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness. The unsecured notes are effectively subordinated, or junior in right of payment, 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.
As of September 30, 2025, our asset coverage ratio was approximately 168.2%. Under the Investment Company Act, we are subject to a minimum asset coverage ratio of 150%.
Share Price Data
The following table sets forth: (i) NAV per share of our common stock as of the applicable period end, (ii) the range of high and low closing sales prices of our common stock as reported on the Nasdaq Global Market during the applicable period, (iii) the closing high and low sales prices as a premium (discount) to NAV during the relevant period, and (iv) the distributions per share of our common stock declared during the applicable period. Shares of business development companies may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount or premium to NAV is separate and distinct from the risk that our NAV will decrease. 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 a 14.4% premium to NAV and as low as a 40.4% discount to NAV.
| Closing Sales Price | Premium (Discount) of High Sales Price | Premium (Discount) of Low Sales Price | Distributions | |||
|---|---|---|---|---|---|---|
| NAV | High | Low | to NAV(1) | to NAV(1) | Declared(2) | |
| Fiscal year ending December 31, 2025 | ||||||
| Fourth Quarter (through October 30, 2025) | N/A | $8.98 | $7.29 | -- | -- | -- |
| 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)% | $0.35 |
| 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 |
| Fiscal year ending December 31, 2023 | ||||||
| Fourth Quarter | $12.99 | $10.98 | $8.51 | (15.5)% | (34.5)% | $0.45 |
| Third Quarter | 12.88 | 10.25 | 7.68 | (20.4) | (40.4) | 0.35 |
| Second Quarter | 12.21 | 9.10 | 7.58 | (25.5) | (37.9) | 0.35 |
| First Quarter | 11.88 | 9.75 | 8.50 | (17.9) | (28.5) | 0.35 |
- 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.
For all periods presented in the table above, there was no return of capital included in any distribution.
The last reported closing price for our common stock on October 30, 2025 was $7.64 per share. As of October 29, 2025, we had 11 record holders of our common stock.
Distributions
The following table summarizes our distributions declared for record dates since January 1, 2023:
| Record Date | Payment Date | Distribution Per Share Declared | |
|---|---|---|---|
| March 15, 2023 | March 31, 2023 | $ | 0.35 |
| June 15, 2023 | June 30, 2023 | $ | 0.35 |
| September 15, 2023 | September 29, 2023 | $ | 0.35 |
| December 15, 2023 | December 29, 2023 | $ | 0.35 |
| December 29, 2023 | January 12, 2024 | $ | 0.10 |
| 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 |
Recent Developments
Distribution
Our board set the distribution for the quarter ending December 31, 2025 at a rate of $0.37 per share. The full amount of each distribution will be from distributable earnings. The fourth quarter distribution will be payable on December 31, 2025 to stockholders of record as of December 15, 2025. The distribution will be paid in cash.
Issuance of GECCG Notes
On October 2, 2025, the Company issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option.
Share Repurchase Program
Following quarter end, the Company’s Board of Directors authorized a new share repurchase program, whereby the Company may repurchase up to an aggregate of $10 million of its outstanding common shares. Such repurchases may be accomplished through a Rule 10b5-1 plan, which sets certain restrictions on the method, timing, price and volume of share repurchases. The repurchase program does not obligate the Company to acquire any specific number of shares.
Interest Rate Risk
We are also subject to financial risks, including changes in market interest rates. As of September 30, 2025, approximately $153.9 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 risen and a prolonged increase in interest rates will increase our gross investment income and could result in an increase in our net investment income if such increases in interest rates are not offset by a corresponding decrease in the spread over variable rates that we earn on any portfolio investments or an increase in our operating expenses. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates. As of September 30, 2025, 14 debt investments in our portfolio bore interest at a fixed rate, and the remaining 44 debt investments were at variable rates, representing approximately $70.6 million and $153.9 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 September 30, 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% | $ | 4,618 | |
| 2.00% | 3,078 | ||
| 1.00% | 1,539 | ||
| (1.00)% | (1,539 | ) | |
| (2.00)% | (3,078 | ) | |
| (3.00)% | (4,618 | ) |
- 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 September 30, 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 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of September 30, 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 Securities and Exchange Act of 1934, as amended (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.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we, our investment adviser or administrator may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. A description of our legal proceedings is included in Note 7 of the unaudited financial statements attached to this report.
Item 1A. Risk Factors.
There have been no material changes in risk factors in the period covered by this report. See discussion of risk factors in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 5. Other Information.
During the quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 6. 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 Securities and Exchange Commission.
* Filed herewith
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GREAT ELM CAPITAL CORP. | ||
|---|---|---|
| Date: November 4, 2025 | By: | /s/ Matt Kaplan |
| Name: | Matt Kaplan | |
| Title: | Chief Executive Officer | |
| Date: November 4, 2025 | By: | /s/ Keri A. Davis |
| Name: | Keri A. Davis | |
| Title: | Chief Financial Officer |
GREAT ELM CAPITAL CORP.
INDEX TO FINANCIAL STATEMENTS
| Statements of Assets and Liabilities as of September 30, 2025 and December 31, 2024 (unaudited) | F-21 |
|---|---|
| Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited) | F-22 |
| Statements of Changes in Net Assets for the three and nine months ended September 30, 2025 and 2024 (unaudited) | F-23 |
| Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) | F-24 |
| Schedule of Investments as of September 30, 2025 and December 31, 2024 (unaudited) | F-25 |
| Notes to the Unaudited Financial Statements | F-38 |
F-20
GREAT ELM CAPITAL CORP.
STATEMENTS OF ASSETS AND LIABILITIES (unaudited)
Dollar amounts in thousands (except per share amounts)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Investments | |||||
| Non-affiliated, non-controlled investments, at fair value (amortized cost of 267,160 and 244,378, respectively) | 241,014 | $ | 240,958 | ||
| Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of 88,698 and 8,448, respectively) | 88,698 | 8,448 | |||
| Affiliated investments, at fair value (amortized cost of 12,378 and 12,378, respectively) | - | - | |||
| Controlled investments, at fair value (amortized cost of 94,684 and 87,014, respectively) | 84,092 | 83,304 | |||
| Total investments | 413,804 | 332,710 | |||
| Cash and cash equivalents | - | - | |||
| Receivable for investments sold | 67 | 5,065 | |||
| Interest receivable | 3,383 | 3,306 | |||
| Dividends receivable | 1,305 | 364 | |||
| Due from portfolio company | 32 | 32 | |||
| Due from affiliates | 146 | 160 | |||
| Deferred financing costs | 301 | 237 | |||
| Prepaid expenses and other assets | 1,011 | 154 | |||
| Total assets | 420,049 | $ | 342,028 | ||
| Liabilities | |||||
| Notes payable (including unamortized discount of 5,211 and 5,705, respectively) | 200,189 | $ | 189,695 | ||
| Revolving credit facility | - | - | |||
| Payable for investments purchased | 75,628 | 11,194 | |||
| Interest payable | 296 | 32 | |||
| Accrued incentive fees payable | 1,145 | 1,712 | |||
| Distributions payable | - | 577 | |||
| Due to affiliates | 1,570 | 1,385 | |||
| Accrued expenses and other liabilities | 1,123 | 1,320 | |||
| Total liabilities | 279,951 | $ | 205,915 | ||
| Commitments and contingencies (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 | 359,371 | 332,111 | |||
| Accumulated losses | (219,413 | ) | (196,113 | ) | |
| Total net assets | 140,098 | $ | 136,113 | ||
| Total liabilities and net assets | 420,049 | $ | 342,028 | ||
| Net asset value per share | 10.01 | $ | 11.79 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
F-21
GREAT ELM CAPITAL CORP.
STATEMENTS OF OPERATIONS (unaudited)
Dollar amounts in thousands (except per share amounts)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Investment Income: | ||||||||||||
| Interest income from: | ||||||||||||
| Non-affiliated, non-controlled investments | $ | 5,907 | $ | 6,321 | $ | 18,869 | $ | 18,276 | ||||
| Non-affiliated, non-controlled investments (PIK) | 866 | 826 | 2,121 | 2,267 | ||||||||
| Affiliated investments | - | - | - | 64 | ||||||||
| Controlled investments | 810 | 974 | 2,528 | 2,858 | ||||||||
| Total interest income | 7,583 | 8,121 | 23,518 | 23,465 | ||||||||
| Dividend income from: | ||||||||||||
| Non-affiliated, non-controlled investments | 95 | 584 | 2,663 | 2,015 | ||||||||
| Controlled investments | 1,965 | 3,002 | 9,245 | 3,912 | ||||||||
| Total dividend income | 2,060 | 3,586 | 11,908 | 5,927 | ||||||||
| Other commitment fees from non-affiliated, non-controlled investments | - | - | - | 700 | ||||||||
| Other income from: | ||||||||||||
| Non-affiliated, non-controlled investments | 999 | 20 | 1,814 | 92 | ||||||||
| Non-affiliated, non-controlled investments (PIK) | - | - | 174 | - | ||||||||
| Total other income | 999 | 20 | 1,988 | 92 | ||||||||
| Total investment income | $ | 10,642 | $ | 11,727 | $ | 37,414 | $ | 30,184 | ||||
| Expenses: | ||||||||||||
| Management fees | $ | 1,253 | $ | 1,201 | $ | 3,803 | $ | 3,209 | ||||
| Incentive fees | - | 1,018 | 2,620 | 2,580 | ||||||||
| Administration fees | 505 | 375 | 1,243 | 1,156 | ||||||||
| Custody fees | 38 | 38 | 113 | 110 | ||||||||
| Directors’ fees | 53 | 52 | 159 | 160 | ||||||||
| Professional services | 587 | 409 | 1,470 | 1,210 | ||||||||
| Interest expense | 5,485 | 4,210 | 14,054 | 10,490 | ||||||||
| Other expenses | 50 | 277 | 665 | 866 | ||||||||
| Total expenses | $ | 7,971 | $ | 7,580 | $ | 24,127 | $ | 19,781 | ||||
| Net investment income before taxes | $ | 2,671 | $ | 4,147 | $ | 13,287 | $ | 10,403 | ||||
| Excise tax | $ | 238 | $ | 75 | $ | 374 | $ | 80 | ||||
| Net investment income | $ | 2,433 | $ | 4,072 | $ | 12,913 | $ | 10,323 | ||||
| Net realized and unrealized gains (losses): | ||||||||||||
| Net realized gain (loss) on investment transactions from: | ||||||||||||
| Non-affiliated, non-controlled investments | $ | 6,156 | $ | 227 | $ | 6,879 | $ | 2,738 | ||||
| Affiliated investments | - | (1 | ) | - | (626 | ) | ||||||
| Realized loss on repurchase of debt | - | (3 | ) | - | (3 | ) | ||||||
| Total net realized gain (loss) | 6,156 | 223 | 6,879 | 2,109 | ||||||||
| Net change in unrealized appreciation (depreciation) on investment transactions from: | ||||||||||||
| Non-affiliated, non-controlled investments | (28,339 | ) | 715 | (22,726 | ) | (6,674 | ) | |||||
| Affiliated investments | - | 1 | - | (22 | ) | |||||||
| Controlled investments | (2,262 | ) | (1,537 | ) | (6,882 | ) | (4,046 | ) | ||||
| Total net change in unrealized appreciation (depreciation) | (30,601 | ) | (821 | ) | (29,608 | ) | (10,742 | ) | ||||
| Net realized and unrealized gains (losses) | $ | (24,445 | ) | $ | (598 | ) | $ | (22,729 | ) | $ | (8,633 | ) |
| Net increase (decrease) in net assets resulting from operations | $ | (22,012 | ) | $ | 3,474 | $ | (9,816 | ) | $ | 1,690 | ||
| Earnings per share (basic and diluted): | $ | (1.79 | ) | $ | 0.33 | $ | (0.83 | ) | $ | 0.18 | ||
| Weighted average shares outstanding (basic and diluted): | 12,315,210 | 10,449,888 | 11,808,363 | 9,556,695 |
The accompanying notes are an integral part of these financial statements.
F-22
GREAT ELM CAPITAL CORP.
STATEMENTS OF CHANGES IN NET ASSETS (unaudited)
Dollar amounts in thousands
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Increase (decrease) in net assets resulting from operations: | ||||||||||||
| Net investment income | $ | 2,433 | $ | 4,072 | $ | 12,913 | $ | 10,323 | ||||
| Net realized gain (loss) | 6,156 | 223 | 6,879 | 2,109 | ||||||||
| Net change in unrealized appreciation (depreciation) on investments | (30,601 | ) | (821 | ) | (29,608 | ) | (10,742 | ) | ||||
| Net increase (decrease) in net assets resulting from operations | (22,012 | ) | 3,474 | (9,816 | ) | 1,690 | ||||||
| Distributions to stockholders: | ||||||||||||
| Distributions(1) | (4,932 | ) | (3,657 | ) | (13,484 | ) | (10,274 | ) | ||||
| Total distributions to stockholders | (4,932 | ) | (3,657 | ) | (13,484 | ) | (10,274 | ) | ||||
| Capital transactions: | ||||||||||||
| Issuance of common stock, net | 27,010 | - | 27,285 | 35,671 | ||||||||
| Net increase (decrease) in net assets resulting from capital transactions | 27,010 | - | 27,285 | 35,671 | ||||||||
| Total increase (decrease) in net assets | 66 | (183 | ) | 3,985 | 27,087 | |||||||
| Net assets at beginning of period | $ | 140,032 | $ | 126,009 | $ | 136,113 | $ | 98,739 | ||||
| Net assets at end of period | $ | 140,098 | $ | 125,826 | $ | 140,098 | $ | 125,826 | ||||
| Capital share activity | ||||||||||||
| Shares outstanding at the beginning of the period | 11,568,378 | 10,449,888 | 11,544,415 | 7,601,958 | ||||||||
| Issuance of common stock | 2,429,790 | - | 2,453,753 | 2,847,930 | ||||||||
| Shares outstanding at the end of the period | 13,998,168 | 10,449,888 | 13,998,168 | 10,449,888 |
- Distributions were from distributable earnings for each of the periods presented.
The accompanying notes are an integral part of these financial statements.
F-23
GREAT ELM CAPITAL CORP.
STATEMENTS OF CASH FLOWS (unaudited)
Dollar amounts in thousands
| For the Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities | ||||||
| Net increase (decrease) in net assets resulting from operations | $ | (9,816 | ) | $ | 1,690 | |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: | ||||||
| Purchases of investments | (146,308 | ) | (219,198 | ) | ||
| Net change in short-term investments | (15,893 | ) | (74,677 | ) | ||
| Capitalized payment-in-kind interest | (2,394 | ) | (2,046 | ) | ||
| Proceeds from sales of investments | 74,197 | 136,468 | ||||
| Proceeds from principal payments | 58,275 | 35,704 | ||||
| Net realized (gain) loss on investments | (6,879 | ) | (2,112 | ) | ||
| Net change in unrealized (appreciation) depreciation on investments | 29,608 | 10,742 | ||||
| Amortization of premium and accretion of discount, net | (2,268 | ) | (1,784 | ) | ||
| Net realized loss on repurchase of debt | - | 3 | ||||
| Amortization of discount (premium) on long term debt | 2,246 | 1,005 | ||||
| Increase (decrease) in operating assets and liabilities: | ||||||
| (Increase) decrease in interest receivable | (77 | ) | (1,547 | ) | ||
| (Increase) decrease in dividends receivable | (941 | ) | 379 | |||
| (Increase) decrease in due from portfolio company | - | 36 | ||||
| (Increase) decrease in due from affiliates | 14 | - | ||||
| (Increase) decrease in prepaid expenses and other assets | (857 | ) | (171 | ) | ||
| Increase (decrease) in due to affiliates | (382 | ) | 1,413 | |||
| Increase (decrease) in interest payable | 264 | 138 | ||||
| Increase (decrease) in accrued expenses and other liabilities | (197 | ) | (146 | ) | ||
| Net cash provided by (used for) operating activities | (21,408 | ) | (114,103 | ) | ||
| Cash flows from financing activities | ||||||
| Issuance of notes payable, net of issuance costs | 48,351 | 88,821 | ||||
| Repayment of notes payable | (40,000 | ) | (3 | ) | ||
| Borrowings under credit facility | 34,000 | 5,000 | ||||
| Repayments under credit facility | (34,000 | ) | (5,000 | ) | ||
| Proceeds from issuance of common stock, net of issuance costs | 27,285 | 35,671 | ||||
| Payments of deferred financing costs | (167 | ) | - | |||
| Distributions paid | (14,061 | ) | (11,034 | ) | ||
| Net cash provided by (used for) financing activities | 21,408 | 113,455 | ||||
| Net increase (decrease) in cash | - | (648 | ) | |||
| Cash and cash equivalents and restricted cash, beginning of period | - | 953 | ||||
| Cash and cash equivalents and restricted cash, end of period | $ | - | $ | 305 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for excise tax | $ | 483 | $ | 304 | ||
| Cash paid for interest | 11,545 | 9,448 |
The accompanying notes are an integral part of these financial statements.
F-24
GREAT ELM CAPITAL CORP.
SCHEDULE OF INVESTMENTS (unaudited)
September 30, 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% (8.26%) | 08/26/2025 | 11/24/2027 | 3,990 | 3,931 | 3,872 | ||||||
| Advancion | Chemicals | 2nd Lien, Secured Loan | 2, 16 | 1M SOFR + 7.75% (12.01%) | 09/21/2022 | 11/24/2028 | 1,625 | 1,546 | 1,472 | ||||||
| American Coastal Insurance Corp. | Insurance | Unsecured Bond | 7.25% | 12/20/2022 | 12/15/2027 | 13,000 | 9,025 | 13,039 | |||||||
| Auction.com | Financial Services | 1st Lien, Secured Loan | 2, 6, 19 | 6M SOFR + 6.00% (10.04%) | 09/09/2024 | 05/26/2028 | 3,164 | 3,046 | 2,893 | ||||||
| Avation Capital SA | Aircraft | 2nd Lien, Secured Bond | 10, 11 | 8.25% | 02/04/2022 | 10/31/2026 | 4,671 | 4,483 | 4,654 | ||||||
| Blackstone Secured Lending Fund | Closed-End Fund | Common Equity | 10 | n/a | 09/25/2024 | n/a | 6,000 | 182 | 156 | * | |||||
| Blue Ribbon, LLC | Food & Staples | 1st Lien, Secured Loan | 2, 6, 7, 16 | 3M SOFR + 8.00% (8.28% Cash + 4.00% PIK) | 01/16/2025 | 05/08/2028 | 249 | 243 | 245 | ||||||
| Brightline East, LLC | Transportation | 1st Lien, Secured Bond | 11 | 11.00% | 03/10/2025 | 01/31/2030 | 925 | 644 | 380 | ||||||
| CLO Formation JV, LLC | Structured Finance | Common Equity | 4, 10, 12 | n/a | 04/23/2024 | n/a | 166 | 52,359 | 45,397 | 71.25 | % | ||||
| CMI Marketing, Inc. | Marketing Services | 1st Lien, Secured Loan | 2, 6, 15 | 1M SOFR + 4.25% (8.53%) | 09/05/2025 | 03/23/2028 | 1,895 | 1,881 | 1,881 | ||||||
| Commercial Vehicle Group, Inc. | Transportation Equipment Manufacturing | 1st Lien, Secured Loan | 2, 6, 20 | 1M SOFR + 9.75% (14.01%) | 07/31/2025 | 06/27/2030 | 4,988 | 4,841 | 4,838 | ||||||
| Commercial Vehicle Group, Inc. | Transportation Equipment Manufacturing | Tranche 1 warrants | 6, 8, 23 | n/a | 07/31/2025 | 06/25/2030 | 103,547 | - | 98 | ||||||
| Commercial Vehicle Group, Inc. | Transportation Equipment Manufacturing | Tranche 2 warrants | 6, 8, 23 | n/a | 07/31/2025 | 06/25/2030 | 103,547 | - | 86 | ||||||
| Confluence Technologies | Technology | 1st Lien, Secured Loan | 2, 15 | 3M SOFR + 3.75% (7.90%) | 03/04/2025 | 07/31/2028 | 1,098 | 994 | 901 | ||||||
| Conuma Resources LTD | Metals & Mining | 1st Lien, Secured Bond | 6, 10, 11 | 13.13% | 08/08/2024 | 05/01/2028 | 4,055 | 4,131 | 3,614 | ||||||
| Conuma Resources LTD | Metals & Mining | 1st Lien, Secured Bond | 6, 10, 11 | 13.13% | 04/15/2025 | 05/01/2028 | 1,400 | 1,369 | 1,381 | ||||||
| Coreweave Compute Acquisition Co. II, LLC | Technology | 1st Lien, Secured Loan | 2, 6, 14 | 3M SOFR + 9.62% (13.77%) | 08/21/2023 | 07/31/2028 | 12,688 | 12,636 | 13,005 | ||||||
| Coreweave Compute Acquisition Co. IV, LLC | Technology | 1st Lien, Secured Loan | 2, 6, 14 | 3M SOFR + 6.00% (10.23%) | 05/29/2024 | 05/16/2030 | 3,314 | 3,271 | 3,380 | ||||||
| CSC ServiceWorks | Consumer Services | 1st Lien, Secured Loan | 2, 16 | 3M SOFR + 4.00% (8.39%) | 09/26/2023 | 03/04/2028 | 4,006 | 3,551 | 3,340 | ||||||
| CW Opportunity 2 LP | Technology | Private Fund | 10, 12 | n/a | 05/14/2024 | n/a | 5,002,186 | 5,002 | 14,756 |
F-25
| Portfolio Company | Industry | Security(1) | Notes | Interest Rate(2) | Initial Acquisition Date | Maturity Date | Par Amount / Quantity | Cost | Fair Value | Percentage of Class(3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Del Monte Foods Corp II Inc | Food & Staples | Jr. DIP Loan | 2, 6, 7, 17 | 1M SOFR + 9.50% (0.00% Cash + 13.77% PIK) | 07/14/2025 | 04/02/2026 | 3,945 | 3,942 | 3,945 | ||||||
| Del Monte Foods Corp II Inc | Food & Staples | Sr. DIP Loan | 2, 6, 7, 17 | 1M SOFR + 9.50% (5.27% Cash + 8.50% PIK) | 07/14/2025 | 04/02/2026 | 2,709 | 2,631 | 2,709 | ||||||
| Del Monte Foods Corp II Inc | Food & Staples | 1st Lien, Secured Loan | 2, 6, 8, 9 | n/a | 10/16/2024 | 08/02/2028 | 2,040 | 2,035 | 1,051 | ||||||
| Del Monte Foods Corp II Inc | Food & Staples | 1st Lien, Secured Loan | 2, 6, 8, 9 | n/a | 04/17/2025 | 08/02/2028 | 264 | 258 | 136 | ||||||
| DTI Holdco, Inc. | Business Services | 1st Lien, Secured Loan | 2, 16 | 1M SOFR + 4.00% (8.16%) | 09/04/2025 | 04/26/2029 | 1,895 | 1,774 | 1,681 | ||||||
| Dynata, LLC (New Insight Holdings, Inc.) | Internet Media | 1st Lien, Secured Loan | 2, 17 | 3M SOFR + 5.50% (9.96%) | 07/15/2024 | 10/15/2028 | 4,732 | 4,732 | 3,853 | ||||||
| Dynata, LLC (New Insight Holdings, Inc.) | Internet Media | Common Equity | 6, 8 | n/a | 07/15/2024 | n/a | 100,000 | 11,231 | 1,611 | 1.00 | % | ||||
| Dynata, LLC (New Insight Holdings, Inc.) | Internet Media | Warrants | 6, 8, 23 | n/a | 07/15/2024 | 07/15/2029 | 45,714 | - | - | 3.20 | % | ||||
| EagleView Technology Corp | Technology | 1st Lien, Secured Loan | 2, 7, 20 | 3M SOFR + 6.50% (9.50% Cash + 1.00% PIK) | 03/27/2025 | 08/14/2028 | 6,216 | 6,065 | 6,095 | ||||||
| Elevate Textiles, Inc. | Textiles | 1st Lien, Secured Loan | 2, 6, 7, 17 | 3M SOFR + 6.50% (5.44% Cash + 5.50% PIK) | 11/07/2024 | 09/30/2027 | 2,533 | 2,118 | 2,108 | ||||||
| First Brands, Inc. | Transportation Equipment Manufacturing | 1st Lien, Secured Loan | 2, 8, 9 | n/a | 06/09/2023 | 03/30/2027 | 4,797 | 4,774 | 1,688 | ||||||
| First Brands, Inc. | Transportation Equipment Manufacturing | 2nd Lien, Secured Loan | 2, 8, 9 | n/a | 03/24/2021 | 03/30/2028 | 16,200 | 15,807 | 898 | ||||||
| Flexsys Cayman Holdings, LP | Chemicals | 1st Lien, Secured Loan | 2, 16 | 3M SOFR + 6.25% (10.45%) | 05/23/2025 | 08/01/2029 | 1,820 | 1,786 | 1,548 | ||||||
| Flexsys Cayman Holdings, LP | Chemicals | 1st Lien, Secured Loan | 2, 16 | 3M SOFR + 5.25% (9.71%) | 05/28/2025 | 08/01/2029 | 5,992 | 5,082 | 1,940 | ||||||
| Foresight Energy | Metals & Mining | 1st Lien, Secured Loan | 2, 6, 19 | 3M SOFR + 8.00% (12.10%) | 07/29/2021 | 06/30/2027 | 5,840 | 5,856 | 5,565 | ||||||
| Form Technologies LLC | Industrial | 1st Lien, Secured Loan | 2, 15 | 3M SOFR + 5.75% (10.08%) | 11/01/2024 | 07/19/2030 | 4,738 | 4,653 | 4,150 | ||||||
| FPL Food LLC | Food & Staples | 1st Lien, Secured Loan | 2, 6, 14, 22 | PRIME + 3.25% (11.50%) | 10/02/2024 | 02/13/2027 | 4,000 | 4,000 | 4,020 | ||||||
| FS KKR CAPITAL CORP | Closed-End Fund | Common Equity | 10 | n/a | 05/09/2024 | n/a | 250,000 | 4,445 | 3,733 | * | |||||
| Globoforce Limited | Commercial Services | Factoring Participation | 6, 10 | 0.00% | 09/25/2025 | 06/24/2026 | 6,000 | 6,000 | 6,000 | ||||||
| Graftech | Industrial | 2nd Lien, Secured Bond | 11 | 9.88% | 04/25/2025 | 12/23/2029 | 1,470 | 1,123 | 1,255 |
F-26
| Portfolio Company | Industry | Security(1) | Notes | Interest Rate(2) | Initial Acquisition Date | Maturity Date | Par Amount / Quantity | Cost | Fair Value | Percentage of Class(3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Great Elm Specialty Finance, LLC | Specialty Finance | Common Equity | 4, 6 | n/a | 09/01/2023 | n/a | 87,500 | 17,000 | 13,370 | 87.50 | % | ||||
| 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 | ||||||
| Greenfire Resources Ltd. | Oil & Gas Exploration & Production | 1st Lien, Secured Bond | 10, 11 | 12.00% | 09/13/2023 | 10/01/2028 | 4,152 | 4,096 | 4,399 | ||||||
| Inmar Inc. | Consumer Services | 1st Lien, Secured Loan | 2, 14 | 1M SOFR + 4.50% (8.66%) | 10/31/2024 | 10/30/2031 | 7,187 | 7,174 | 7,156 | ||||||
| Ipsen US Holdings, Inc. | Industrial | 1st Lien, Secured Loan | 2, 6, 7, 21 | 1M SOFR + 12.09% (7.45% Cash + 8.81% PIK) | 08/14/2024 | 07/31/2029 | 5,469 | 5,315 | 5,186 | ||||||
| Mad Engine Global, LLC | Apparel | 1st Lien, Secured Loan | 2, 6, 17 | 3M SOFR + 7.00% (11.26%) | 06/30/2021 | 07/15/2027 | 6,487 | 5,965 | 5,699 | ||||||
| Main Street Sports Group LLC | Media | 1st Lien, Secured Loan | 7 | 15.00% | 02/06/2025 | 01/03/2028 | 112 | 105 | 95 | ||||||
| Manchester Acquisition Sub, LLC | Chemicals | 1st Lien, Secured Loan | 2, 6, 16 | 3M SOFR + 5.75% (10.07%) | 09/26/2023 | 12/01/2026 | 7,487 | 7,223 | 7,178 | ||||||
| Maverick Gaming LLC | Casinos & Gaming | Jr. DIP Loan | 2, 6, 7, 20 | 1M SOFR + 12.50% (5.16% Cash + 11.50% PIK) | 07/16/2025 | 04/16/2026 | 1,557 | 1,503 | 1,556 | ||||||
| Maverick Gaming LLC | Casinos & Gaming | Sr. DIP Loan | 2, 6, 20 | 1M SOFR + 12.50% (16.66%) | 07/31/2025 | 04/16/2026 | 907 | 876 | 907 | ||||||
| Maverick Gaming LLC | Casinos & Gaming | 1st Lien, Secured Loan | 2, 6, 8, 9 | n/a | 04/03/2024 | 06/03/2028 | 5,741 | 6,353 | 1,086 | ||||||
| New Wilkie Energy Pty Limited | Metals & Mining | 1st Lien, Secured Loan | 6, 8, 10 | n/a | 02/20/2025 | 02/20/2027 | 1,268 | 1,235 | 1,268 | ||||||
| New Wilkie Energy Pty Limited | Metals & Mining | 1st Lien, Secured Loan | 6, 8, 10 | n/a | 02/20/2025 | 02/20/2027 | 114 | 111 | 114 | ||||||
| New Wilkie Energy Pty Limited | Metals & Mining | 2nd Lien, Secured Loan | 6, 8, 10 | n/a | 02/20/2025 | 02/20/2099 | 4,153 | 4,973 | 1,246 | ||||||
| NGC CLO 2 Ltd. | Structured Finance | CLO Equity | 6, 10 | 16.60% | 03/07/2025 | 04/20/2038 | 7,410 | 6,190 | 6,907 | ||||||
| Northeast Grocery Inc | Food & Staples | 1st Lien, Secured Loan | 2, 6, 17 | 3M SOFR + 7.50% (11.69%) | 08/08/2024 | 12/13/2028 | 2,516 | 2,541 | 2,535 | ||||||
| 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% (9.16%) | 02/09/2024 | 01/26/2029 | 1,603 | 1,499 | 1,295 | ||||||
| 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 | 5,762 | 5,720 | 5,690 | ||||||
| Quirch Foods, Co. | Food & Staples | 1st Lien, Secured Loan | 2, 17 | 1M SOFR + 4.75% (9.05%) | 08/25/2025 | 10/27/2027 | 1,995 | 1,965 | 1,953 | ||||||
| Ruby Tuesday Operations LLC | Restaurants | 1st Lien, Secured Loan | 2, 6, 7, 18 | 1M SOFR + 16.00% (0.00% Cash + 20.39% PIK) | 01/31/2023 | 02/24/2027 | 160 | 160 | 159 |
F-27
| Portfolio Company | Industry | Security(1) | Notes | Interest Rate(2) | Initial Acquisition Date | Maturity Date | Par Amount / Quantity | Cost | Fair Value | Percentage of Class(3) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ruby Tuesday Operations LLC | Restaurants | 1st Lien, Secured Loan | 2, 6, 7, 18 | 1M SOFR + 12.00% (10.39% Cash + 6.00% PIK) | 09/03/2024 | 02/24/2027 | 2,651 | 2,635 | 2,593 | ||||||
| Ruby Tuesday Operations LLC | Restaurants | Warrants | 6, 8, 23 | n/a | 02/24/2021 | 02/24/2027 | 311,697 | - | 312 | 2.81 | % | ||||
| SIRVA Worldwide Inc | Business Services | 1st Lien, Secured Loan | 2, 6, 20 | 3M SOFR + 8.00% (12.00%) | 02/06/2025 | 02/20/2029 | 700 | 693 | 651 | ||||||
| SIRVA Worldwide Inc | Business Services | Delayed Draw, Secured Loan | 2, 6, 20 | 3M SOFR + 8.00% (12.00%) | 02/19/2025 | 02/20/2029 | 80 | 79 | 71 | ||||||
| Stone Ridge Opportunities Fund L.P. | Insurance | Private Fund | 8, 10, 12 | n/a | 01/01/2023 | n/a | 2,379,875 | 2,389 | 4,451 | ||||||
| Thryv, Inc. | Marketing Services | 1st Lien, Secured Loan | 2, 6, 10, 17 | 1M SOFR + 6.75% (10.91%) | 04/30/2024 | 05/01/2029 | 1,215 | 1,206 | 1,202 | ||||||
| TPC Group Inc | Chemicals | 1st Lien, Secured Loan | 2, 14 | 6M SOFR + 5.75% (9.77%) | 11/22/2024 | 12/16/2031 | 945 | 932 | 915 | ||||||
| Trouvaille Re Ltd. | Insurance | Preference Shares | 6, 10 | n/a | 03/27/2024 | n/a | 100 | 5,000 | 6,629 | ||||||
| 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% (8.26%) | 05/14/2024 | 11/02/2027 | 1,772 | 1,718 | 1,737 | ||||||
| TruGreen LP | Consumer Services | 2nd Lien, Secured Loan | 2, 16 | 3M SOFR + 8.50% (13.07%) | 05/14/2024 | 11/02/2028 | 900 | 739 | 793 | ||||||
| Universal Fiber Systems | Chemicals | 1st Lien, Secured Loan | 2, 6, 7, 17 | 1M SOFR + 12.00% (8.28% Cash + 8.00% PIK) | 10/16/2024 | 09/30/2028 | 5,791 | 5,784 | 5,743 | ||||||
| Universal Fiber Systems | Chemicals | Common Equity | 6, 8 | n/a | 10/16/2024 | n/a | 41,687 | 6,809 | 6,079 | 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 | % | ||||
| Victra Holdings, LLC | Retail | 1st Lien, Secured Loan | 2, 16 | 3M SOFR + 3.75% (7.75%) | 09/10/2024 | 03/31/2029 | 1,383 | 1,383 | 1,383 | ||||||
| Vivos Holdings, LLC | Consumer Products | 1st Lien, Secured Loan | 2, 6, 19 | 1M SOFR + 6.00% (10.15%) | 08/13/2025 | 08/13/2030 | 4,750 | 4,703 | 4,710 | ||||||
| Vivos Holdings, LLC | Consumer Products | 2nd Lien, Secured Loan | 2, 6, 7, 21 | 1M SOFR + 10.00% (0.00% Cash + 14.16% PIK) | 08/13/2025 | 02/13/2031 | 9,667 | 9,667 | 9,689 | ||||||
| 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% (0.00% Cash + 9.00% PIK) | 08/13/2025 | 08/13/2032 | 131 | 131 | 131 | ||||||
| Vivos Holdings, LLC | Consumer Products | Warrants | 6, 8, 23 | n/a | 08/13/2025 | 08/13/2031 | 592 | - | 769 | * | |||||
| Walor North America, Inc | Industrial | 1st Lien, Secured Loan | 2, 6, 14 | 1M SOFR + 5.75% (10.03%) | 06/17/2025 | 06/17/2028 | 1,500 | 1,500 | 1,500 | ||||||
| W&T Offshore, Inc. | Oil & Gas Exploration & Production | 2nd Lien, Secured Bond | 10.75% | 01/14/2025 | 02/02/2029 | 6,450 | 6,146 | 6,175 | |||||||
| x.AI LLC | Technology | 1st Lien, Secured Bond | 12.50% | 08/29/2025 | 06/30/2030 | 900 | 898 | 945 | |||||||
| Total Investments excluding Short-Term Investments (232.06% of Net Assets) | 374,223 | 325,106 |
F-28
| 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 | 65,000,000 | 64,362 | 64,362 | ||||||
| MFB Northern Inst Funds Treas Portfolio Premier CL | Short-Term Investments | Money Market | 4.16% | n/a | n/a | 24,336,133 | 24,336 | 24,336 | ||||||
| Total Short-Term Investments (63.31% of Net Assets) | 88,698 | 88,698 | ||||||||||||
| TOTAL INVESTMENTS (295.37% of Net Assets) | 13 | $ | 462,921 | $ | 413,804 | |||||||||
| Other Liabilities in Excess of Net Assets (195.37% of Net Assets) | $ | (273,706 | ) | |||||||||||
| NET ASSETS | $ | 140,098 |
Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, 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 4.24%. The one-month (“1M”) SOFR as of period end was 4.13%. The three-month (“3M”) SOFR as of period end was 3.98%. The six-month (“6M”) SOFR as of period end was 3.85%. The Prime Rate as of period end was 7.25%.
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 of 1940, as amended (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.
These investments were valued using unobservable inputs and are considered Level 3 investments.
Security pays, or has the option to pay, some or all of its interest in kind. As of September 30, 2025, the Blue Ribbon, LLC secured loan, each of the Del Monte Foods Corp II Inc. secured loans, the EagleView Technology Corp secured loan, the Elevate Textiles, Inc. secured loan, the Ipsen US Holdings, Inc. secured loan, the Main Street Sports Group LLC secured loan, each of the Ruby Tuesday Operations, LLC ("Ruby Tuesday") secured loans, the Universal Fiber Systems secured loan, and certain of the Vivos Holdings, LLC ("Vivos") loans and notes pay all or 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, 26.65% 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.
As a practical expedient, the Company uses net asset value to determine the fair value of this investment.
F-29
As of period end, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $20,968; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $(70,085); the net unrealized depreciation was $(49,117); the aggregate cost of securities for Federal income tax purposes was $438,585.
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 and $3,930.13 for the Vivos warrants.
* Represents less than 1%.
As of September 30, 2025, the Company’s investments consisted of the following:
| Investment Type | Investments at<br>Fair Value | Percentage of<br>Net Assets | |||
|---|---|---|---|---|---|
| Debt | $ | 220,667 | 157.51 | % | |
| Equity/Other | 104,439 | 74.55 | % | ||
| Short-Term Investments | 88,698 | 63.31 | % | ||
| Total | $ | 413,804 | 295.37 | % |
As of September 30, 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 | $ | 387,127 | 276.33 | % | |
| Canada | 9,394 | 6.71 | % | ||
| Bermuda | 6,629 | 4.73 | % | ||
| Europe | 10,654 | 7.60 | % | ||
| Total | $ | 413,804 | 295.37 | % |
F-30
As of September 30, 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 | $ | 52,304 | 37.34 | % | |
| Technology | 39,082 | 27.90 | % | ||
| Specialty Finance | 38,695 | 27.62 | % | ||
| Chemicals | 28,747 | 20.52 | % | ||
| Insurance | 24,119 | 17.22 | % | ||
| Consumer Products | 17,344 | 12.38 | % | ||
| Food & Staples | 16,594 | 11.84 | % | ||
| Metals & Mining | 13,188 | 9.41 | % | ||
| Consumer Services | 13,026 | 9.30 | % | ||
| Industrial | 12,091 | 8.63 | % | ||
| Oil & Gas Exploration & Production | 10,574 | 7.55 | % | ||
| Transportation Equipment Manufacturing | 8,903 | 6.35 | % | ||
| Commercial Services | 6,000 | 4.28 | % | ||
| Apparel | 5,699 | 4.07 | % | ||
| Energy Services | 5,690 | 4.06 | % | ||
| Internet Media | 5,464 | 3.90 | % | ||
| Aircraft | 4,654 | 3.32 | % | ||
| Closed-End Fund | 3,889 | 2.78 | % | ||
| Casinos & Gaming | 3,549 | 2.53 | % | ||
| Marketing Services | 3,083 | 2.20 | % | ||
| Restaurants | 3,064 | 2.19 | % | ||
| Financial Services | 2,893 | 2.06 | % | ||
| Business Services | 2,403 | 1.72 | % | ||
| Textiles | 2,108 | 1.50 | % | ||
| Retail | 1,468 | 1.05 | % | ||
| Transportation | 380 | 0.27 | % | ||
| Media | 95 | 0.07 | % | ||
| Short-Term Investments | 88,698 | 63.31 | % | ||
| Total | $ | 413,804 | 295.37 | % |
F-31
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 | 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-32
| Portfolio Company | Industry | Security(1) | Notes | Interest Rate(2) | Initial Acquisition Date | Maturity | 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-33
| Portfolio Company | Industry | Security(1) | Notes | Interest Rate(2) | Initial Acquisition Date | Maturity | 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 | |||||||||||
| Other Liabilities in Excess of Net Assets (144.44% of Net Assets) | $ | (196,597 | ) | |||||||||||||
| NET ASSETS | $ | 136,113 |
Great Elm Capital Corp.’s (the “Company”) investments are generally acquired in private transactions exempt from registration under the Securities Act of 1933, 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 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.
F-34
“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. 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%.
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-35
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-36
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-37
GREAT ELM CAPITAL CORP.
NOTES TO THE UNAUDITED 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. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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. 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.
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.
F-38
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. 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 the Company’s board of directors (the “Board”).
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).
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. 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; and
GECM, as the Board's valuation designee, approves, the fair value of the investments in the Company’s portfolio in good faith.
F-39
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.
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. 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.
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.
F-40
The Company has accrued $374 of excise tax expense during the nine months ended September 30, 2025. The Company accrued $348 of excise tax expense during the year ended December 31, 2024.
At December 31, 2024, the Company, for federal income tax purposes, had capital loss carryforwards of $181,545 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, 2024, $39,740 are limited losses and available for use subject to annual limitation under Section 382. Of the capital losses at December 31, 2024, $16,815 are short-term and $164,730 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 2021 through 2024), 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. The Company adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The adoption of ASU 2023-07 impacted the financial statement disclosures of the Company and did not impact the Company’s financial position or the results of its operations. An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Company operates under one operating segment and reporting unit, investment management. The CODM is the chief executive officer of the Company, who is responsible for determining the Company’s investment strategy, capital allocation, expense structure, and significant transactions impacting the Company. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that is reported on the Statement of Operations, fair value of investments as disclosed on the Schedule of Investments, as well as distributions made to the Company’s shareholders.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its financial statements.
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 President and Chief Executive Officer is also a portfolio manager and president of 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.
F-41
For the three and nine months ended September 30, 2025, management fees amounted to $1,253 and $3,803, respectively. For the three and nine months ended September 30, 2024, management fees amounted to $1,201 and $3,209, respectively. As of September 30, 2025 and December 31, 2024, $1,254 and $1,248, respectively, remained payable.
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 and its consolidated 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 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.
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 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.
For the nine months ended September 30, 2025 and 2024, the Company incurred Income Incentive Fees of $2,620 and $2,580, respectively. As of September 30, 2025, cumulative accrued incentive fees payable were $1,145, and after calculating the total return requirement, there was no immediately payable. As of December 31, 2024, cumulative accrued incentive fees payable were $1,712, and after calculating the total return requirement, $400 was immediately payable. These payable amounts included both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and would have become due upon meeting the criteria described above. For the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company did not have any Capital Gains Incentive Fees accrual.
F-42
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 three and nine months ended September 30, 2025, the Company incurred expenses under the Administration Agreement of $505 and $1,243, respectively. For the three and nine months ended September 30, 2024, the Company incurred expenses under the Administration Agreement of $375 and $1,156, respectively. As of September 30, 2025 and December 31, 2024, $304 and $156 remained payable.
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.
F-43
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.<br><br>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. |
|---|
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><ul><li><span>Transactions in similar instruments;</span></li><li><span>Discounted cash flow techniques;</span></li><li><span>Third party appraisals; and</span></li><li><span>Industry multiples and public comparables.</span></li></ul><br>Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:<br><ul><li><span>Current financial performance as compared to projected performance; </span></li><li><span>Capitalization rates and multiples; and</span></li><li><span>Market yields implied by transactions of similar or related assets.</span></li></ul> |
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2025 and December 31, 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.
F-44
The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of September 30, 2025:
| Type of Investment | Level 1 | Level 2 | Level 3 | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Asset | ||||||||
| Debt | $ | 1,548 | $ | 76,064 | $ | 137,055 | $ | 214,667 |
| Equity/Other | 3,889 | - | 41,946 | 45,835 | ||||
| Short Term Investments | 88,698 | - | - | 88,698 | ||||
| Total | $ | 94,135 | $ | 76,064 | $ | 179,001 | $ | 349,200 |
| Investment measured at net asset value(1) | 64,604 | |||||||
| Total Investments, at fair value | $ | 413,804 |
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 |
- 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 nine months ended September 30, 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 September 30, 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt | $ | 159,954 | $ | (12,093 | ) | $ | 62,324 | $ | 621 | $ | (5,413 | ) | $ | (68,883 | ) | $ | 545 | $ | 137,055 |
| Equity/Other | 32,937 | - | 12,396 | 4,121 | (2,319 | ) | (5,189 | ) | - | 41,946 | |||||||||
| Total investment assets | $ | 192,891 | $ | (12,093 | ) | $ | 74,720 | $ | 4,742 | $ | (7,732 | ) | $ | (74,072 | ) | $ | 545 | $ | 179,001 |
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 depreciation relating to Level 3 assets still held at September 30, 2025 totaled $(10,748) consisting of the following: $(8,429) related to debt investments and $(2,319) related to equity investments. 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) relating to equity/other.
Four investments with an aggregate fair value of $31,369 were transferred from Level 3 to Level 2 as a result of increased pricing transparency during the nine months ended September 30, 2025. Five investments with an aggregate fair value of $19,276 were transferred from Level 2 to Level 3 as a result of reduced pricing transparency during the nine months ended September 30, 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.
F-45
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 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 September 30, 2025 and December 31, 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 September 30, 2025 | |||||
|---|---|---|---|---|---|
| Investment Type | Fair value | Valuation Technique(1) | Unobservable Input(1) | Range (Weighted Average)(2) | |
| Debt | $ | 97,988 | Income Approach | Discount Rate | 8.25% - 31.65% (14.96%) |
| 968 | Broker Quotes | Broker Price | $93.0 - $98.5 | ||
| 38,099 | Market Approach | Earnings Multiple | 0.15 - 6.00 (2.46) | ||
| Total Debt | $ | 137,055 | |||
| Equity/Other | $ | 183 | Recent Transaction | ||
| 28,141 | Market Approach | Earnings Multiple | 0.09 - 9.50 (3.23) | ||
| 6,908 | Income Approach | Discount Rate | 17.50% - 19.50% (18.50%) | ||
| 6,629 | Insurance Industry Model | Estimated Losses | $0.0MM - $65.0MM ($32.5MM) | ||
| 85 | Asset Recovery / Liquidation (3) | ||||
| Total Equity/Other | $ | 41,946 | |||
| 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.
- 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 September 30, 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.
F-46
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 September 30, 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 (a) SOFR plus 2.50% or (b) a base rate plus 1.50%. Additionally, the Company is required to pay a commitment fee of 0.50% per annum on any unused portion of the revolving line of credit if there is less than $25 million drawn, if there are borrowings of $25 million or more on the facility, the commitment fee decreases to 0.375% per annum on any unused portion of the revolving line of credit. The amendment also amended the financial covenant of minimum net assets requirement to be of not less than $80 million. As of September 30, 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.
On June 23, 2021, the Company issued $50.0 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.
On August 16, 2023, the Company issued $40.0 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.
F-47
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 partial 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, or junior in right of payment, 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’s 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-48
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 | |||
| 6.50% Notes due 2024 ("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 | - | |||
| September 30, 2025 | |||||||
| GECCO Notes | $ | 57,500 | $ | 1,682 | N/A | $ | 1.00 |
| GECCI Notes | 56,500 | 1,682 | N/A | 1.01 | |||
| GECCH Notes | 41,400 | 1,682 | N/A | 1.01 | |||
| GECCG Notes | 50,000 | 1,682 | N/A | 1.00 | |||
| Revolving Credit Facility | - | 1,682 | N/A | - |
F-49
- 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 the Company’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 September 30, 2025, the Company’s asset coverage ratio was approximately 168.2%.
As of September 30, 2025 and December 31, 2024, the Company was in compliance with all covenants under the indenture.
For the three and nine months ended September 30, 2025 and 2024, the components of interest expense were as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Borrowing interest expense | $ | 4,080 | $ | 3,819 | $ | 11,808 | $ | 9,485 | ||||
| Amortization of acquisition premium | 464 | 391 | 1,305 | 1,005 | ||||||||
| Acquisition discount expensed at time of redemption | 941 | - | 941 | - | ||||||||
| Total | $ | 5,485 | $ | 4,210 | $ | 14,054 | $ | 10,490 | ||||
| Weighted average interest rate(1) | 10.38 | % | 8.28 | % | 9.26 | % | 8.12 | % | ||||
| Average outstanding balance | $ | 209,683 | $ | 202,348 | $ | 202,944 | $ | 172,660 |
- Annualized.
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.
| September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Facility | Commitments | Borrowings<br>Outstanding | Fair<br>Value | |||
| Unsecured Debt - GECCO Notes | $ | 57,500 | $ | 57,500 | $ | 57,500 |
| Unsecured Debt - GECCI Notes | 56,500 | 56,500 | 57,201 | |||
| Unsecured Debt - GECCH Notes | 41,400 | 41,400 | 41,814 | |||
| Unsecured Debt - GECCG Notes | 50,000 | 50,000 | 50,200 | |||
| Total | $ | 205,400 | $ | 205,400 | $ | 206,715 |
F-50
| 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, an affiliate of Booker Smith, ("Smith"), pursuant to which Smith purchased, and we issued 1,290,000 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 common stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
On May 6, 2025, the Company and GECM entered into an Equity Distribution Agreement with Lucid Capital Markets, LLC (the "Agent"), under which the Company may issue and sell through the Agent, from time to time, shares of its common stock. 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 of 1933, as amended. The sales price per share of the Common Stock sold in the Offering, less the Agent’s commission, will not be less than the NAV per share of the Common Stock at the time of such sale. Consistent with the terms of the Equity Distribution Agreement, 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 September 30, 2025, the Company has 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.
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 September 30, 2025, the Company had approximately $46 in unfunded commitments to provide financing to certain of its portfolio companies as follows:
| Portfolio Company | Unfunded Commitments | |
|---|---|---|
| Sirva Worldwide DDTL | 46 | |
| Total | $ | 46 |
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To the degree applicable, unrealized gains or losses on these commitments as of September 30, 2025 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments. The Company believes that it had sufficient cash and other liquid assets on its balance sheet to satisfy the unfunded commitments. In addition, the Company has the ability to draw on its revolving line of credit to manage cash flows. The Company has considered the net increases in net assets and positive 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.
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9. FINANCIAL HIGHLIGHTS
Below is the schedule of financial highlights of the Company:
| For the Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Per Share Data:(1) | ||||||
| Net asset value, beginning of period | $ | 11.79 | $ | 12.99 | ||
| Net investment income | 1.09 | 1.08 | ||||
| Net realized gains (loss) | 0.58 | 0.22 | ||||
| Net change in unrealized appreciation (depreciation) | (2.50 | ) | (1.12 | ) | ||
| Net increase (decrease) in net assets resulting from operations | (0.83 | ) | 0.18 | |||
| Issuance of common stock | 0.16 | (0.08 | ) | |||
| Distributions declared from net investment income(2) | (1.11 | ) | (1.05 | ) | ||
| Net decrease in net assets | (1.78 | ) | (0.95 | ) | ||
| Net asset value, end of period | $ | 10.01 | $ | 12.04 | ||
| Per share market value, end of period | $ | 10.67 | $ | 10.17 | ||
| Shares outstanding, end of period | 13,998,168 | 10,449,888 | ||||
| Total return based on net asset value(3) | (6.34 | )% | 0.88 | % | ||
| Total return based on market value(3) | 1.37 | % | 5.24 | % | ||
| Ratio/Supplemental Data: | ||||||
| Net assets, end of period | $ | 140,098 | $ | 125,826 | ||
| Ratio of total expenses to average net assets(4),(5),(6) | 23.16 | % | 21.57 | % | ||
| Ratio of net investment income to average net assets(4),(5),(6) | 13.19 | % | 12.32 | % | ||
| Portfolio turnover | 39 | % | 63 | % |
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.
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.
Average net assets used in ratio calculations is calculated using monthly ending net assets for the period presented. For the nine months ended September 30, 2025 and 2024 average net assets were $137,626 and $118,981, respectively.
Annualized for periods less than one year.
The ratio of incentive fees to average net assets was 1.90% and 2.17% for the nine months ended September 30, 2025 and 2024, respectively.
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10. 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 September 30, 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 September 30, 2025 represented 60% of the Company’s net assets.
Fair value as of September 30, 2025 along with transactions during the nine months ended September 30, 2025 in these affiliated investments and controlled investments was as follows:
| For the Nine Months Ended September 30, 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 September 30, 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 | 2,528 | - | - | ||||||||||
| Equity (87.5% of class) | 13,482 | - | 567 | - | 455 | 13,370 | - | - | 644 | ||||||||||
| 43,215 | 2,325 | 7,300 | - | 455 | 38,695 | 2,528 | - | 644 | |||||||||||
| CLO Formation JV, LLC | |||||||||||||||||||
| Equity (71.25% of class) | 40,089 | 13,611 | 966 | - | (7,337 | ) | 45,397 | - | - | 8,601 | |||||||||
| 40,089 | 13,611 | 966 | - | (7,337 | ) | 45,397 | - | - | 8,601 | ||||||||||
| Totals | $ | 83,304 | $ | 15,936 | $ | 8,266 | $ | - | $ | (6,882 | ) | $ | 84,092 | $ | 2,528 | $ | - | $ | 9,245 |
- 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.
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." After performing this analysis, the Company determined that CLO Formation JV, LLC ("CLO JV") is a significant subsidiaries for the three and nine months ended September 30, 2025 under at least one of the conditions of S-X Rule 1-02(w).
Selected unaudited financial information of CLO JV as of and for the three and nine months ended September 30, 2025 has been included below.
| Balance Sheet | September 30, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Total Assets | $ | 63,772 | $ | 56,398 |
| Total Liabilities | 70 | 124 | ||
| Net Equity | $ | 63,702 | $ | 56,274 |
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| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Statement of Operations | 2025 | 2024 | 2025 | 2024 | ||||||
| Total Revenues | $ | 2,701 | $ | 2,811 | $ | 9,035 | $ | 3,293 | ||
| Total Expenses | (33 | ) | 19 | 57 | 52 | |||||
| Net Income | $ | 2,734 | $ | 2,792 | $ | 8,978 | $ | 3,241 | ||
| Realized Gain (Loss) | - | 34 | (410 | ) | 34 | |||||
| Unrealized Gain | (5,129 | ) | 2,375 | (6,817 | ) | 2,382 | ||||
| Net Results | $ | (2,395 | ) | $ | 5,201 | $ | 1,751 | $ | 5,657 |
- Operations commenced on April 23, 2024.
The following table shows the schedule of investments of CLO JV as of September 30, 2025:
| Portfolio Company | Interest Rate(1) | Initial Acquisition Date | Maturity Date | Quantity/Par | Amortized Cost | Fair Value | |||
|---|---|---|---|---|---|---|---|---|---|
| CLO Subordinated Notes(2)(3) | |||||||||
| Apex Credit CLO 2024-I Ltd | 19.5% | 04/24/24 | 04/20/36 | 14,957 | $ | 9,782 | $ | 9,604 | |
| Apex Credit CLO 2024-II Ltd | 18.1% | 07/02/24 | 07/25/37 | 34,550 | 26,518 | 22,906 | |||
| Apex Credit CLO 12 Ltd | 19.7% | 11/01/24 | 04/20/38 | 32,932 | 29,994 | 27,630 | |||
| Total Investments (94.4% of net assets) | 66,294 | 60,140 |
The following table shows the schedule of investments of CLO JV as of December 31, 2024:
| Portfolio Company | Interest Rate(1) | Initial Acquisition Date | Maturity Date | Quantity/Par | Amortized Cost | Fair Value | |||
|---|---|---|---|---|---|---|---|---|---|
| CLO Subordinated Notes(2)(3) | |||||||||
| Apex Credit CLO 2024-I Ltd | 22.3% | 04/24/24 | 04/20/36 | 14,957 | $ | 10,994 | $ | 11,990 | |
| Apex Credit CLO 2024-II Ltd | 17.4% | 07/02/24 | 07/25/37 | 34,550 | 31,095 | 30,561 | |||
| 42,089 | 42,551 | ||||||||
| Loan Accumulation Facility(2)(3) | |||||||||
| Apex Credit CLO 12 Ltd | n/a | 11/01/24 | 05/23/26 | 11,300 | 11,300 | 11,502 | |||
| Total Investments (96.1% of net assets) | 53,389 | 54,053 |
- The CLO subordinated notes are considered equity positions in CLO vehicles. Equity investments are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying vehicle's securities less contractual payments to debt holders and expenses. The estimated yield indicated is based on the ending investment cost, as well as, a current projection of the future cash flows. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
- All investments in CLO subordinated notes and loan accumulation facilities are in the structured finance industry.
- These investments were valued using unobservable inputs and are considered Level 3 investments.
11. 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 December 31, 2025 at a rate of $0.37 per share. The full amount of each distribution will be from distributable earnings. The fourth quarter distribution will be payable on December 31, 2025 to stockholders of record as of December 15, 2025. The distribution will be paid in cash.
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On October 2, 2025, the Company issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option.
Following quarter end, the Company’s Board of Directors authorized a new share repurchase program, whereby the Company may repurchase up to an aggregate of $10 million of its outstanding common shares. Such repurchases may be accomplished through a Rule 10b5-1 plan, which sets certain restrictions on the method, timing, price and volume of share repurchases. The repurchase program does not obligate the Company to acquire any specific number of shares.
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EX-3.5
Exhibit 3.5
Stock PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2025, by and among Great Elm Capital Corp., a Maryland corporation (the “Company”), and Poor Richard LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS:
- The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act;
- The Purchaser wishes to purchase from the Company, and the Company wishes to issue and sell to the Purchaser, upon the terms and conditions stated in this Agreement, 1,290,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”);
- The Company intends to use the net proceeds from the transactions contemplated herein for general corporate purposes and to pay related transaction fees and expenses; and
NOW THEREFORE, the Company and the Purchaser hereby agree as follows:
- PURCHASE AND SALE OF THE SECURITIES.
- Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Company will issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company the Securities at an aggregate purchase price equal to $15,028,500 (the “Aggregate Purchase Price”), or at $11.65 per share.
- Issuance and Form of Payment. Simultaneously with the parties’ execution of this Agreement, (i) the Purchaser shall pay, or cause to be paid, the Aggregate Purchase Price to the Company for the Securities to be issued and sold to the Purchaser, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company will (x) instruct (the “Transfer Instructions”) Equiniti Trust Company, LLC (the “Transfer Agent”) to issue to the Purchaser or its designee, in book entry form, the Securities and (y) provide evidence of such issuance from the Transfer Agent, which evidence may be in the form of an email confirmation from the Transfer Agent. The closing of the purchase and sale of the Securities shall take place simultaneously with the execution of this Agreement (the “Closing”) at the offices of Davis Polk & Wardwell LLP, or at such other place as the Company and the Purchaser may mutually agree.
- PURCHASER’S REPRESENTATIONS AND WARRANTIES.
The Purchaser represents and warrants, as of the date of this Agreement, to the Company that:
Investment Purpose. The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Purchaser is acquiring the Securities hereunder for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Purchaser was not formed for the specific purpose of acquiring the Securities. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof or any other legal entity.
Accredited Investor Status. At the time the Purchaser was offered the Securities, it was and, as of the date hereof, the Purchaser is, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.
Information. The Purchaser acknowledges that it has had the opportunity to review the SEC Documents (as defined below) and the Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities sufficient in its view to enable it to evaluate its investment. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions as it has deemed necessary of, and to receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in Section 3 hereof. The Purchaser has not relied on any representations or warranties from the Company, its employees, agents, or attorneys in making this investment decision other than as set forth in Section 3 hereof.
General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.
Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risks of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
Independent Investment Decision. The Purchaser, together with any of its advisors, has independently evaluated the merits of its decision to purchase the Securities pursuant to this Agreement. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.
Acknowledgment of Risks. The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation: (i) an investment in the Company is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Purchaser may not be able to liquidate its investment; (iii) prior to the Securities being registered for resale pursuant to the registration rights in Section 4(d) hereof, transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; (v) the Company does not currently pay dividends on its Common Stock and does not anticipate the payment of dividends in the foreseeable future; and (vi) that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
Transfer or Resale. The Purchaser understands that, other than pursuant to Section 4(d) hereof: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Securities may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities have been or can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); and (ii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
Brokers and Finders. Except as previously disclosed, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.
Legends. The Purchaser understands that the book-entry designation or other instruments representing the Securities, except as set forth below, shall bear restrictive legends in substantially the following form(the “Securities Act Legend”):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
The Purchaser further understands that the legends referenced above shall be removed, and the Company shall issue, pursuant to instructions provided by the Company to the Transfer Agent, a certificate or book-entry statement without such legend to the holder of the applicable Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), only if (i) such Securities are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to a registration statement, the Purchaser agrees to only sell such Securities during such time that the registration statement is effective and not withdrawn or suspended, and only as permitted by the registration statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under Rule 144(b)(1), without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or any successor provision).
For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person.
Authorization; Enforcement; Validity. The Purchaser is a validly existing entity under the laws of Delaware and has the requisite power and authority to enter into the transactions contemplated by this Agreement. This Agreement has been duly and validly authorized (as applicable), executed and delivered on behalf of the Purchaser and is the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions”).
No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.
No “Bad Actor” Disqualification Events. The Purchaser represents that it is not a person of the type described in Section 506(d) of Regulation D that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D.
Anti-Money Laundering Laws. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser, its parents, subsidiaries, officers, directors, employees and partners (other than limited partners), and to the Purchaser’s knowledge, its Affiliates and agents, in each case, acting on behalf of the Purchaser in connection with this Agreement are not on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury (“Treasury”) and have not been designated by Treasury as a financial institution of primary money laundering concern subject to special measures under Section 311 of the USA PATRIOT Act, Pub. L. 107-56; (ii) to the Purchaser’s knowledge, the funds to be used to acquire the Securities are not derived from activities that contravene applicable anti-money laundering laws and regulations; and (iii) none of the funds to be provided by the Purchaser are being tendered on behalf of a person or entity who has not been identified to the Purchaser.
Investment Company. The Purchaser is not, and after giving effect to the transaction contemplated hereby will not be, an “investment company” or a company controlled by an “investment company,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) and is not relying on exemptions provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants, as of the date of this Agreement, to the Purchaser that:
No Registration. Subject to compliance by the Purchaser with the representations and warranties set forth in Section 2 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser in the manner contemplated by this Agreement to register the Securities under the Securities Act.
Organization and Qualification. Each of the Company and its subsidiaries has been duly incorporated, organized, or formed, as applicable, and is validly existing in good standing, in jurisdictions where such concept exists, under the laws of the jurisdiction in which it is incorporated, organized or formed, as applicable, and has the requisite power and authority to own and use its properties, and to carry on its business as now being conducted. Neither the Company nor any of its subsidiaries is in violation or default of any of the provisions of its respective certificate of incorporation, bylaws or other organizational documents. The Company
is duly licensed or qualified to do business and is in good standing in every jurisdiction which requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably expected to have a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the condition (financial or otherwise), earnings, assets, business, operations, results of operations, or properties of the Company and its subsidiaries, taken as a whole, (ii) the authority or ability of the Company to perform its obligations under this Agreement or (iii) the rights and remedies of the Purchaser under this Agreement.
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement in connection with the transactions contemplated hereby, and to issue and deliver the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Securities, have been duly authorized by the Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by the Enforceability Exceptions.
Capitalization. The authorized capital stock of the Company consists of 1,000,000,000 shares of Common Stock, of which, as of the date hereof, 11,687,634.498 shares were outstanding and zero shares are currently reserved for issuance pursuant to the Company’s stock option, restricted stock or stock purchase plans. All of such outstanding or issuable shares of the Company have been, or upon issuance will be, validly issued and are, or upon issuance will be, fully paid and non-assessable. No shares of the capital stock of the Company are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company. Except as disclosed in the SEC Documents, and/or waived prior to the date hereof, (A) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company; (B) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act other than pursuant to Section 4(d) hereof; (C) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company, and no other stockholder or similar agreement to which the Company is a party; (D) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Securities; and (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has made
available to the Purchaser true and correct copies of its Certificate of Incorporation and Bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, and copies of any documents containing the material rights of the holders of such securities in respect thereto that are not disclosed in the SEC Documents.
Issuance of Securities. The Securities have been duly and validly authorized and reserved for issuance and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free from and clear of all taxes, liens, claims, encumbrances and rights of refusal of any kind; and, except as disclosed in the SEC Documents, the issuance of the Securities will not be subject to any preemptive or similar rights and the Purchaser shall be entitled to all rights accorded to a holder of Common Stock.
No Conflicts. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) or the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”); (ii) conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time or both, constitutes or would constitute a breach or default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or other remedy with respect to, any agreement, indenture or instrument to which the Company is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except in the case of both (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, court, or official other than (a) filings required pursuant to applicable state and federal securities laws, (b) filings pursuant to the rules and regulations of any securities exchange on which the Securities may be listed and (c) filing of the registration statement required to be filed pursuant to Section 4(d) hereof, each of which the Company has filed or undertakes to file within the applicable time. All consents, authorizations, orders, filings and registrations that the Company is or has been required to obtain as described in the preceding sentence have been obtained or effected on or prior to the date of this Agreement or shall be obtained or effected prior to the applicable due date thereafter, as provided by applicable law, this Agreement or otherwise.
SEC Documents; Financial Statements; Sarbanes-Oxley.
Since December 31, 2024, the Company has filed in a timely manner all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date this representation is made (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein), collectively being hereinafter referred to as the “SEC Documents”). The Company has made the SEC Documents available to the Purchaser or
its respective representatives, or filed and made the SEC Documents publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“EDGAR”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment has not been filed and made publicly available on the SEC’s EDGAR system. Except as otherwise disclosed to the Purchaser, the Company has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. As of their respective filing dates, the consolidated financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder (collectively, “Sarbanes-Oxley”).
Internal Accounting Controls; Disclosure Controls and Procedures. The Company and each of its subsidiaries have established and maintained a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since July 1, 2024, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since July 1, 2024, to the Company’s Knowledge, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its subsidiaries who have a significant role in the Company’s internal controls over financial reporting.
Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
- Absence of Certain Changes. Since June 30, 2025, there have been no events, occurrences or developments that have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor, to the Company’s Knowledge, do any creditors of the Company intend to initiate involuntary bankruptcy proceedings nor, to the Company’s Knowledge, is there any fact that would reasonably lead a creditor to do so. The Company has not, since the date of the latest financial statements included within its SEC Documents, materially altered its method of accounting or the manner in which it keeps its books and records.
As used in this Agreement, the “Company’s Knowledge” and similar language means, unless otherwise specified, the actual knowledge of any “officer” (as such term is defined in Rule 16a-1 under the Exchange Act) of the Company.
Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or other governmental authority pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s or its subsidiaries’ officers or directors in their capacities as such. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. To the Company’s Knowledge, none of the directors or officers of the Company has been involved (as a plaintiff, defendant, witness or otherwise) in securities-related litigation that has had or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to or in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency that is expressly applicable to the Company or any of its subsidiaries or any of their respective assets which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Company’s Knowledge, there are no facts or circumstances which might give rise to any of the foregoing.
General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions of any authority.
Employee Relations. No material labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s Knowledge, is threatened or imminent. Further, to the Company’s Knowledge, there are no existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that would not reasonably be expected to have a Material Adverse Effect.
Intellectual Property Rights.
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own or possess adequate rights to use all patents, trademarks, service marks, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (including all registrations and applications for registration of the foregoing) (collectively, the “Intellectual Property”) that is used in the conduct of their respective businesses as now conducted or as proposed in the SEC Documents to be conducted; (ii) to the Company’s Knowledge, no third party has infringed, misappropriated or otherwise violated any Intellectual Property of the Company or any of its subsidiaries; (iii) to the Company’s Knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party; and (iv) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such Intellectual Property.
To the Company’s Knowledge, there has been no (x) material security breach or other material compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) or (y) event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data. The IT Systems and Data are adequate in all material respects for the operation of the business of the Company and its subsidiaries as currently conducted, and the Company has purchased sufficient number of licenses or seats for all software used by the Company and its subsidiaries that are material for the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes, all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect; and the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
Real Property. Each of the Company and its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except as would not reasonably be expected to have a Material Adverse Effect.
Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes are prudent and customary in the businesses in which the Company and its subsidiaries are engaged. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.
Regulatory Permits and Other Regulatory Matters. The Company and its subsidiaries possess or have the right to use all licenses, certificates, permits and other authorizations required to be issued by all applicable authorities necessary to conduct their respective businesses, except for any such failure to possess as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.
Listing. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to the Company’s Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the Nasdaq Global Select Market (the “Principal Market” or “Nasdaq”) that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. As of the date hereof, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for clearing through DTC, through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock.
Tax Status. The Company has filed all U.S. federal, state and foreign tax returns that are required to be filed by any jurisdiction to which it is subject or has requested
extensions thereof (except in any case where such failure to file would not reasonably be expected to have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other related assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except where any such failure to pay such assessment, fine or penalty is currently being contested in good faith or would not reasonably be expected to have a Material Adverse Effect.
Transactions With Affiliates. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the SEC Documents that is not so described.
Foreign Corrupt Practices and Certain Other Federal Regulations; Anti-Money Laundering Laws; Sanctions. None of the Company, any of its subsidiaries or any of their respective directors, officers or employees, nor to the Company’s Knowledge, any agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently a Person that is or that is acting for or at the direction or on behalf of a Person that is (i) the target of economic, financial or trade sanctions administered or enforced by the United States (including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department and the U.S. Department of Commerce), the United Kingdom, the European Union and its member states, the Cayman Islands and the United Nations Security Council (collectively, “Sanctions”), including any Person named on OFAC’s Specially Designated Nationals and Blocked Persons list, OFAC’s Sectoral Sanctions List or any other Sanctions-related list maintained by a Sanctions authority; (ii) located, organized or resident in any country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, and the Crimea region and the so-called Donetsk and Luhansk People’s Republics, and the Kherson and Zaporizhzhia regions of Ukraine; and on or prior to June 30, 2025, the foregoing countries and territories and Syria), whose government is the target of Sanctions (including Venezuela) or that is otherwise the target of broad Sanctions restrictions (including Afghanistan, Russia and Belarus) (collectively, “Sanctioned Country”); or (iii) owned or controlled by any such Person(s) described in clause(s) (i) and/or (ii) (such Persons described in clauses (i), (ii) or (iii), collectively, “Sanctioned Person”). Neither the Company nor any of its subsidiaries engage in or has engaged in any business, transaction, dealing or activity in, with or involving any Sanctioned Country or Sanctioned Person. Neither the Company or any of its subsidiaries, nor any of their respective directors, officers or employees, nor to the Company’s knowledge, agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (C) violated or is in violation of in any respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, U.K. Bribery Act 2010, each as amended, or any other applicable law or regulation related to anti-bribery or anti-corruption (collectively, “Anti-Corruption Laws”); or (D) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Each of the Company and its subsidiaries and their respective directors, officers and employees, and to Borrower’s knowledge, agent, Affiliate and other persons
acting on behalf of Borrower or any of its subsidiaries, have been and are in compliance with the Bank Secrecy Act, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), Money Laundering Control Act of 1986, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Part 3 of the Criminal Finances Act 2017, the Sanctions and Anti-Money Laundering Act 2018, and all other United States and UK and any other applicable laws and regulations related to terrorist financing or money laundering, including know-your-customer (KYC) and financial recordkeeping and reporting requirements (collectively, “Anti-Money Laundering Laws”), Anti-Corruption Laws and Sanctions. None of the Company nor its subsidiaries, or their respective directors, officers or employees, or to Company’s knowledge, agents, Affiliates or other Persons acting on behalf of Company or any of its subsidiaries is the subject of any litigation, action, suit, proceeding, investigation, inquiry, notice, claim, dispute, allegation or voluntary disclosure pending or threatened involving a potential or actual violation of Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, and there are no facts or circumstances which might give rise to any of the foregoing. The Company has implemented and maintains policies and procedures reasonably designed to promote and achieve compliance by the Company and its subsidiaries and their respective directors, officers, employees, agents and Affiliates and other persons acting on behalf of the Company or any of its subsidiaries with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.
No Other Agreements. The Company has not, directly or indirectly, made any agreements with the Purchaser relating to the terms or conditions of the transactions contemplated by this Agreement except as set forth in this Agreement.
RIC Status. The Company is currently organized and operates in compliance in all material respects with the requirements to be taxed as, and has duly elected to be taxed as (which election has not been revoked), a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”). The Company intends to direct the investment of the net proceeds received by it from the sale of the Securities in such a manner as to continue to comply with the requirements of Subchapter M of the Code.
BDC Election. The Company has elected to be regulated as a business development company under the 1940 Act, and has filed with the SEC, pursuant to Section 54(a) of the 1940 Act, a duly completed and executed Form N-54A (the “Company BDC Election”); the Company has not filed with the SEC any notice of withdrawal of the Company BDC Election pursuant to Section 54(c) of the 1940 Act; the Company BDC Election remains in full force and effect and, to the Company’s knowledge, no order of suspension or revocation of such election under the 1940 Act has been issued or proceedings therefor initiated or threatened by the SEC. The operations of the Company are in compliance with the provisions of the 1940 Act applicable to business development companies, except where such non-compliance would not reasonably be expected to result in a Material Adverse Effect.
No Disqualification Events. None of the Company, any director, officer, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, or any “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the Closing (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).
Regulation M Compliance. The Company has not, and to its Knowledge no one acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company in a violation of Regulation M under the Exchange Act.
Registration Rights. Except as provided in this Agreement and except as disclosed in the SEC Documents, the Company has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently.
COVENANTS.
Further Assurances. At or prior to the Closing, each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions hereof and compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof.
Listing. The Company shall use commercially reasonable efforts to maintain the listing of its Common Stock on Nasdaq and comply with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange.
Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. The Company shall, on or before date hereof, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide promptly upon the request of the Purchaser evidence of any such action so taken. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing.
Registration Rights.
Within one hundred and fifty (150) days following the Closing, the Company shall file a registration statement to register the resale from time to time of the Registrable Securities (as defined below) (the “Secondary Registration Statement”). The
Company shall use its commercially reasonable efforts to have the Secondary Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The Company’s obligations to include the Registrable Securities in the Secondary Registration Statement are contingent upon the Purchaser furnishing in writing to Company such information as shall be reasonably requested by the Company to effect such registration, and the Company and the Purchaser shall execute such documents, covenants, including customary indemnification covenants, and agreements in connection with such registration as either party may reasonably request that are customary of a registrant and a selling stockholder in similar situations. The Company shall keep the Secondary Registration Statement effective pursuant to Rule 415 under the Securities Act, or any successor rule providing for offering securities on a continuous or delayed basis, for so long as any of the Securities constitute Registerable Securities. On not more than two occasions and for not more than forty-five (45) consecutive days, or for more than ninety (90) days in the aggregate, in each case in any twelve (12) month period, the Company may suspend the use of the Secondary Registration Statement if it (A) reasonably determines that it would be required to make disclosure of material information in the Secondary Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (B) reasonably determines it must amend or supplement the Secondary Registration Statement or the related prospectus so that such Secondary Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (C) has experienced or is experiencing some other material nonpublic event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company.
In connection with the Company’s obligations in this Section 4(d), the Company shall use its commercially reasonable efforts to (A) furnish to the Purchaser copies of all documents prepared to be filed and make such changes in such documents concerning the Purchaser prior to the filing thereof as the Purchaser, or its counsel, may reasonably request, (B) prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final prospectus and (C) enter into such customary agreements and take all such other actions as the Purchaser reasonably requests in order to expedite or facilitate the Registration.
For purposes of this Agreement, “Registrable Securities” means the Securities and any other Common Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Securities; provided, however, that any such securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with respect thereto) upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the SEC under the Securities Act and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144, or (D) such securities are no longer outstanding.
Piggyback Rights. In the event that the Company shall determine to prepare and file a registration statement on Form S-3, or any other appropriate form on which the Registrable Securities may be registered for resale by the Purchaser, whether or not on a continuous basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by the Company (the “Subsequent Registration Statement”), and has not previously filed a Secondary Registration Statement, and provided that any Registrable Securities remain outstanding at such time, the Company shall: (i) notify the Purchaser of such determination; and (ii) if, within ten (10) days after receipt of such notice, the Purchaser requests in writing to include all or any part of its Registrable Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the Purchaser. Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration Statement pursuant to this Agreement. If a Subsequent Registration Statement is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. If a Subsequent Registration Statement is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 4(d) hereof), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities which, in the opinion of the underwriters, can be sold without any such adverse effect, on a pro rata basis and (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 4(e), whether or not any holder of Registrable Securities has elected to include securities in such registration.
Expenses. At the Closing, the Company shall reimburse the Purchaser for its reasonable and documented out-of-pocket expenses, including, but not limited to, reasonable and documented attorneys’ fees, relating to negotiating and preparing this Agreement. At the time the Company files the Secondary Registration Statement as described in Section 4(d) hereof, the Company shall reimburse the Purchaser for reasonable and documented attorneys’ fees relating to the filing of the Secondary Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto, in an amount not to exceed $25,000 per each such filing of the Secondary Registration Statement and amendment and supplement thereto. Following the Closing, the Company shall reimburse the Purchaser for its reasonable and documented out-of-pocket expenses related to preparing required initial filings
under Section 13 of the Exchange Act relating to the transactions contemplated by this Agreement or the securities purchased hereunder.
Disclosure of Transactions and Other Material Information. Subject to the terms of Section 4(h) hereof, the Company shall (i) issue a press release disclosing all the material terms of the transactions contemplated by this Agreement and (ii) file, within the timeframe required under applicable SEC rules, a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement and file this Agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby prior to the date hereof.
Confidentiality. It is understood and agreed that the Company may engage in advertisement or promotion in connection with this Agreement (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise). The Company agrees that it will permit the Purchaser to review and approve (such approval not to be unreasonably withheld) any reference to the Purchaser or any of its respective Affiliates in connection with this Agreement and the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release, provided that no consent shall be required for any information substantially similar to information for which prior consent has been provided. Notwithstanding the foregoing, with respect to any disclosure referencing to the Purchaser or any of its respective Affiliates in connection with this Agreement and the transactions hereby that is required by applicable law, the Company agrees that it will permit the Purchaser to review and comment on (but not approve) such disclosure prior to public release, it being understood that the Company shall not be required to provide such review to the extent the disclosure is substantially similar to a disclosure previously reviewed by the Purchaser pursuant to this paragraph and the Company shall not be required to accept any comment that it believes in good faith would conflict with its disclosure obligations under applicable law. Notwithstanding anything to the contrary herein, the Company shall not, without the Purchaser’s prior written consent, include the names or identities of any of the Persons listed on Schedule I in any press release, report or filing contemplated under Sections 4(g) and 4(h) hereof or otherwise unless required applicable laws, rules or regulations.
No Integrated Offering. Neither the Company nor any of its subsidiaries, nor any Affiliates of the foregoing or any Person acting on the behalf of any of the foregoing, shall, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under any circumstances that would require registration of any of the Securities under the Exchange Act or require stockholder approval of the issuance of any of the Securities.
Reporting Status. The Company shall timely (including by giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act from the date of this Agreement until the first date on which any of the following events occur: (i) the Secondary Registration Statement with respect to the sale of the Registrable Securities has become effective under the Securities Act and all of the Registrable Securities are disposed of in accordance with the Secondary Registration
Statement; (ii) all of the Registrable Securities are sold in accordance with Rule 144 or an applicable exemption from registration under the Securities Act; (iii) all of the Registrable Securities are eligible to be sold by the holder thereof pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder; or (iv) all of the Registrable Securities are sold to the Company.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company to issue and sell the Securities to the Purchaser at the Closing is subject to the satisfaction, on or before the date hereof, of each of the following conditions:
The Purchaser shall have executed this Agreement and delivered the same to the Company.
The Purchaser shall have delivered to the Company the Aggregate Purchase Price for the Securities being purchased by the Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.
CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE. The obligation of the Purchaser hereunder to purchase the Securities from the Company at the Closing is subject to the satisfaction, at or before the date hereof, of each of the following conditions:
The Company shall have executed this Agreement and delivered the same to the Purchaser.
The Company shall have filed with Nasdaq a Listing of Additional Shares Notification Form for the listing of the Securities.
The Company shall have delivered to the Purchaser a certificate evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the Secretary of State (or other applicable authority) of such state within five (5) Business Days of Closing. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.
The Company shall have delivered to the Purchaser a certificate, executed by the Secretary of the Company and dated as of the date hereof, as to (i) the Company Board resolutions relating to the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereunder; (ii) the Certificate of Incorporation; and (iii) the Bylaws.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority
of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.
The Company shall have executed and delivered the Transfer Instructions with respect to the Securities being purchased by the Purchaser at the Closing to the Transfer Agent and delivered a copy thereof to the Purchaser.
INDEMNIFICATION.
Company Indemnification Obligation. In consideration of the Purchaser’s execution and delivery of this Agreement and acquiring the Securities and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Purchaser and its Affiliates, officers, directors, members, managers and employees, as applicable (collectively, the “Indemnitees”), from and against any and all actions, causes of action, suits, claims, proceedings, appeals, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith, and including reasonable and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising out of, or relating to (i) any material misrepresentation or material breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (ii) any material breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (iii) the execution, delivery, performance or enforcement of this Agreement in accordance with the terms hereof or thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates), or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Secondary Registration Statement, any post-effective amendment thereto or any related prospectus as amended or supplemented, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein in the light of the circumstances under which they are made not misleading, except, in each case, to the extent (x) any Indemnified Liabilities resulted from such Indemnitee’s gross negligence, willful misconduct or fraud, (y) any Indemnified Liabilities arise out of, or are based upon or resulted from any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Purchaser furnished to the Company by the Purchaser expressly for use therein or (z) that a loss, claim, damage or liability is attributable to the Purchaser’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity in this Section 7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party.
Indemnification Procedures. Each Indemnitee shall (i) give prompt written notice to the Company of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly
deliver such notice shall not relieve the Company of any liability, except to the extent that the Company is prejudiced in its ability to defend such claim) and (ii) permit the Company to assume the defense of such claim with counsel selected by the Company and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Company has agreed in writing to pay such fees and expenses, or (B) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Company with respect to such claims (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim on behalf of the Indemnitee). If the Company assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by the Company, the Company shall not without the Indemnitee’s consent, and no Indemnitee shall be required by the Company to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability, culpability or fault to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, the Company shall not consent to entry of any judgment or enter into any settlement which provides for any obligation or restriction on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Company. If requested by the Company, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Company and its counsel in contesting any claim that the Company elects to contest.
GOVERNING LAW; MISCELLANEOUS.
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
- Counterparts; Execution. This Agreement may be signed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
- Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
- Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
- Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior oral or written agreements among the Purchaser, the Company, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect to the matters covered herein and therein. No provision of this Agreement may be waived, modified, supplemented or amended other than by an instrument in writing signed by the Company and by the Purchaser. No failure or delay on the part of a party in either exercising or enforcing any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall be deemed a waiver of any other right.
- Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon receipt, when delivered via email, personally or by a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. Further, any such notices, consents, waivers or other communications to the Purchaser must include notice via electronic mail. The addresses for such communications shall be:
If to the Company:
Great Elm Capital Corp.
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL 33410 Attention: Adam M. Kleinman
Email: akleinman@greatelmcap.com
With an additional copy to:
Davis Polk & Wardwell LLP 450 Lexington Avenue
New York, NY 10017 Attention: Hillary Coleman
Email: hillary.coleman@davispolk.com
If to the Purchaser:
Poor Richard LLC
500 Frank W Burr Boulevard, Floor 7
Teaneck, NJ 07666
Attention: Booker Smith and Charles Gargano
E-mail: booker@smithnyc.com and cgargano@smithnyc.com
With an additional copy to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Attention: David L. Perechocky
Email: dperechocky@gibsondunn.com
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any purchasers of the Securities. Neither party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, to the extent provided in Section 7 hereof, each Indemnitee, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
Survival. The representations and warranties of the Company and the Purchaser contained in Sections 2 and 3 hereof, the agreements and covenants set forth in Section 4 hereof and this Section 8, and the indemnification provisions set forth in Section 7 hereof, shall survive the Closing.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Remedies. The parties hereto agree that (i) irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and (ii) money damages or other legal remedies would not be an adequate remedy for any such harm. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above.
COMPANY:
GREAT ELM CAPITAL CORP.
By: Name: Title:
PURCHASER:
POOR RICHARD LLC
By: Name: Title:
Schedule I
Randall D. Smith
Smith Management LLC
Alden Global Capital
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 quarterly report on Form 10-Q 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: November 4, 2025 | /s/ Matt Kaplan |
|---|---|
| Matt Kaplan<br><br>Chief Executive Officer<br><br>(Principal 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 quarterly report on Form 10-Q 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: November 4, 2025 | /s/ Keri A. Davis |
|---|---|
| Keri A. Davis<br><br>Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer) |
EX-32.1
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to
18 U.S.C. 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with this Quarterly Report on Form 10-Q of Great Elm Capital Corp., a Maryland corporation (the “Registrant”), for the three months ended September 30, 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 financial condition and results of operations of the Registrant.
| Dated: November 4, 2025 |
|---|
| /s/ Matt Kaplan |
| Matt Kaplan |
| Chief Executive Officer |
| (Principal Executive Officer) |
| /s/ Keri A. Davis |
| Keri A. Davis |
| Chief Financial Officer |
| (Principal Financial Officer and Principal Accounting Officer) |