____________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 411, 2025

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Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

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Maryland (State or Other Jurisdiction of Incorporation) 814-01211 (Commission File Number) 81-2621577 (IRS Employer Identification No.)

Maryland
(State or Other Jurisdiction
of Incorporation)

814-01211
(Commission File
Number)

81-2621577
(IRS Employer
Identification No.)

3801 PGA Blvd., Suite 603
Palm Beach Gardens, Florida
(Address of Principal Executive Offices)

33410

(Zip Code)

3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida (Address of Principal Executive Offices) 33410 (Zip Code)

____________________________

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

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

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	GECC	Nasdaq Global Market
5.875% Notes due 2026	GECCO	Nasdaq Global Market
8.75% Notes due 2028	GECCZ	Nasdaq Global Market
8.50% Notes due 2029	GECCI	Nasdaq Global Market
8.125% Notes due 2029	GECCH	Nasdaq Global Market

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

Emerging growth company ☐

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

Item 1.01

Entry into a Material Definitive Agreement.

On September 411, 2025, Great Elm Capital Corp. (the “Company”) and ~~Great~~Equiniti ~~Elm~~Trust ~~Capital~~Company, ~~Management~~LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “~~Adviser~~Trustee”), entered into an ~~Underwriting~~eighth ~~Agreement~~supplemental indenture (the “~~Underwriting~~Eighth ~~Agreement~~Supplemental Indenture”) ~~with~~to ~~Lucid~~the ~~Capital~~indenture, ~~Markets~~dated September 18, ~~LLC~~2017, asbetween the ~~representative~~Company ofand the ~~several~~Trustee ~~underwriters~~(as ~~named~~supplemented inby ~~Exhibit A~~the ~~thereto~~Eighth (Supplemental Indenture, the “~~Underwriters~~Indenture”),. ~~relating~~The toEighth ~~the~~Supplemental Indenture ~~offering~~relates ~~and~~to ~~sale (~~the ~~“Offering”)~~Company’s issuance of $50,000,000 million aggregate principal amount of 7.75% notes due 2030 (the “Notes”) on the date hereof, plus up to an additional $7,500,000 million aggregate principal amount of the Notes that may be issued in the future pursuant to the underwriters’ exercise of an over-allotment option (the “Offering”). The underwriters’ over-allotment option expires at 11:59 p.m. on October 4, 2025. ~~The Company intends to list the Notes on The Nasdaq Global Market under the trading symbol “GECCG.”~~

The ~~Offering~~Notes iswill ~~being~~mature ~~made~~on ~~pursuant~~December to31, 2030 and may be redeemed in whole or in part at the Company’s ~~effective shelf~~option ~~registration~~at ~~statement~~any ontime ~~Form~~or ~~N-2~~from ~~(including~~time ato ~~prospectus)~~time ~~(File~~on ~~No.~~or ~~333-283503),~~after asDecember ~~amended~~31, as2027 ~~supplemented~~at by a ~~preliminary~~redemption ~~prospectus~~price ~~supplement~~equal ~~dated~~to 100% ~~September~~of 4,the ~~2025,~~outstanding ~~the~~principal ~~pricing~~amount ~~term~~of ~~sheet~~the ~~dated~~Notes ~~September~~to 4be redeemed, ~~2025~~plus accrued and aunpaid ~~final~~interest otherwise payable for the then-current ~~prospectus~~quarterly ~~supplement~~interest ~~dated~~period ~~September~~accrued 4to, ~~2025~~but excluding, the date fixed for redemption. The ~~Offering~~Notes isbear ~~expected~~interest toat ~~close~~a rate of 7.75% per year payable quarterly on March 31, June 30, September 1130 and December 31 of each year, commencing December 31, 2025. The Notes are direct unsecured obligations of the Company.

~~Lucid~~The ~~Capital~~terms ~~Markets,~~of ~~LLC~~the ~~and~~Notes ~~Piper~~are ~~Sandler~~governed &by Cothe Indenture. ~~are~~The ~~acting~~Indenture contains certain covenants, including covenants requiring the Company to comply with Sections 18(a)(1)(A) and (B) as modified by Sections ~~joint~~61(a)(1) ~~book-running~~and ~~managers~~(2) ~~for~~of the ~~offering.~~Investment ~~Clear~~Company ~~Street~~Act ~~LLC~~of 1940, ~~InspereX~~as ~~LLC~~amended, and ~~Janney~~to ~~Montgomery~~provide ~~Scott~~financial ~~LLC~~information ~~are~~to ~~acting~~the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as ~~co-managers~~amended. ~~for~~The Indenture also provides that the ~~offering~~Company may not consolidate with or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any person, unless certain specified conditions set forth in Section 801 of the Indenture are satisfied. These and other covenants are subject to certain limitations and exceptions that are described in the Indenture.

The ~~Underwriting~~Company ~~Agreement~~received ~~contains~~net ~~customary~~proceeds ~~representations~~from the Offering, ~~warranties~~after payment of underwriting discounts and ~~agreements~~commissions and estimated offering expenses payable by the Company, ~~customary~~of ~~conditions~~approximately to$48.1 ~~closing,~~million ~~indemnification~~(or ~~obligations~~approximately $55.4 ofmillion if the underwriters exercise their over-allotment option in full). The Company ~~and~~expects ~~the~~to ~~Underwriters,~~use ~~including for~~the ~~liabilities~~net ~~under~~proceeds from the offering ~~Securities~~to ~~Act~~redeem all of ~~1933,~~its asoutstanding ~~amended,~~8.75% ~~other~~Notes ~~obligations~~due 2028 and the remainder of the ~~parties~~proceeds ~~and~~may ~~termination~~be ~~provisions.~~used ~~The~~(i) ~~representations,~~to redeem or repurchase ~~warranties~~all ~~and~~or ~~covenants~~a ~~contained~~portion inof ~~the~~its ~~Underwriting~~outstanding ~~Agreement~~5.875% ~~were~~notes ~~made~~due ~~only~~2026; ~~for~~(ii) ~~purposes~~to repurchase all or a portion of ~~such~~its ~~agreement~~outstanding ~~and~~8.50% asnotes due 2029; (iii) to repurchase all or a portion of ~~specific~~its ~~dates,~~outstanding 8.125% notes due 2029; (iv) to repay all or a portion of any borrowings outstanding under the Loan, Guarantee and ~~were~~Security ~~solely~~Agreement, as amended, with City National Bank or (v) for ~~the~~general ~~benefit~~corporate ofpurposes, ~~the~~including making ~~parties~~investments toconsistent ~~such~~with ~~agreement~~its investment objectives.

The ~~Underwriting~~Notes ~~Agreement~~were isoffered ~~filed~~and assold ~~Exhibit~~pursuant ~~1.1~~to ~~hereto~~the Company’s effective shelf registration statement on Form N-2 (including a prospectus) (File No. ~~The~~333-283503), ~~foregoing~~as amended, as supplemented by a preliminary ~~description~~prospectus ofsupplement ~~the~~dated ~~terms~~September of4, 2025, the ~~Underwriting~~pricing ~~Agreement~~term issheet ~~qualified~~dated inSeptember ~~its~~4, ~~entirety~~2025 byand ~~reference~~a tofinal ~~such~~prospectus ~~exhibit~~supplement dated September 4, 2025. The Offering closed on September 11, 2025.

The foregoing descriptions of the terms of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to their full text. The Eighth Supplemental Indenture and the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated September 4, 2025, by and among the Company, the Adviser and Lucid Capital Markets, LLC, as representative of the several underwriters named in Exhibit A thereto.
4.1		Eighth Supplemental Indenture, dated as of September 11, 2025, between Great Elm Capital Corp. and Equiniti Trust Company, LLC, as Trustee.
4.2		Form of Global Note representing the Company’s 7.75% Notes due 2030 (included in Exhibit 4.1).
5.1		Opinion of Davis Polk & Wardwell LLP
5.2		Opinion of Venable LLP
104		The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT ELM CAPITAL CORP.
Date: September 10, 2025	By:	/s/ Keri A. Davis
Date: September 11, 2025	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

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