Form 8-K

8-K — Great Elm Capital Corp.

Accession: 0001193125-26-335061

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001675033

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gecc-20260805.htm (Primary)

EX-99.1 (gecc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: gecc-20260805.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 05, 2026

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01211

81-2621577

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, Florida

33410

(Address of Principal Executive Offices)

(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

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, par value $0.01 per share

GECC

Nasdaq Global Market

8.50% Notes due 2029

GECCI

Nasdaq Global Market

8.125% Notes due 2029

GECCH

Nasdaq Global Market

7.75% Notes due 2030

GECCG

Nasdaq Global Market

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2026, Great Elm Capital Corp. ("we," "us," "our" or the "Company") issued the press release furnished as exhibit 99.1 to this report.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit

Number

Description

99.1

Earnings Press Release, dated August 5, 2026.

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: August 5, 2026

By:

/s/ Keri Davis

Keri Davis

Chief Financial Officer

EX-99.1

Filename: gecc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Great Elm Capital Corp. Announces

SECOND Quarter 2026 Financial Results

Company to Host Conference Call and Webcast at 8:30 AM ET on August 6, 2026

GECC’s Investment Adviser Waives Incentive Fees Totaling $0.9 million or $0.06 Per Share for the Quarter Ended June 30, 2026, in Addition to Previously Waiving all $2.8 million, or $0.20 Per Share of Accrued Incentive Fees Through March 31, 2026

Net Investment Income (“NII”) of $0.32 Per Share in 2Q26

NAV of $7.95 Per Share as of June 30, 2026, Growing Approximately 3% Quarter-over-Quarter

Approximately $1.9 Million of Net Realized and Unrealized Investment Gains Generated During 2Q26

Strong Liquidity Position with Approximately $6 Million of Cash and Equivalents, $39 Million of Revolving Credit Facility Availability, and Ample Liquid Assets as of June 30, 2026

Extended Revolving Credit Facility Maturity from 2027 to 2029

Called Remaining $18.6 Million of GECCO Notes due June 2026, Leaving No Debt Maturity Until 2029

In July 2026, Called $6.5 Million of GECCI Notes due April 2029, Retiring Highest Cost Debt

Board Declares $0.25 Per Share Distribution for 3Q26, Resulting in an Annualized Dividend Yield of 18.9% on GECC’s Closing Price as of August 4, 2026

PALM BEACH GARDENS, Florida, August 5, 2026 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced its financial results for the second quarter ended June 30, 2026.

Management Commentary

Jason Reese, Chairman of the Board of Directors and Chief Executive Officer of the Company, stated: “Our second quarter results reflect continued progress toward the priorities we established earlier this year. We increased NAV, generated net investment income that fully covered our quarterly distribution, reported approximately $1.9 million of net realized and unrealized gains, and further strengthened our balance sheet.

We remain disciplined in how we deploy capital. During the quarter, we completed several attractive private credit investments, selectively expanded our broadly syndicated investment portfolio, and continued to actively manage portfolio risk. At quarter end, less than 1% of investments were on nonaccrual, reflecting the quality of the portfolio and our disciplined underwriting approach.

We also continued to strengthen our capital structure by retiring all outstanding GECCO notes during the quarter, extending the maturity of our revolving credit facility, and, subsequent to quarter end, calling $6.5 million of GECCI notes, our highest cost debt. Combined with meaningful cash on hand, $39 million of available capacity under our revolving credit facility, and ample liquid investments, we believe GECC is well positioned to pursue attractive investment opportunities while maintaining financial flexibility.

Although the market remains competitive, we believe our disciplined investment process, strong liquidity, and conservative balance sheet position us to continue creating long-term value for our shareholders.”

Recent Board Actions and Shareholder Returns

▪

GECM waived all accrued incentive fees for the quarter ended June 30, 2026, totaling $0.9 million, or $0.06 per share, in addition to previously waiving all $2.8 million, or $0.20 per share, of accrued incentive fees through March 31, 2026.

▪

The Company’s Board of Directors approved a quarterly dividend of $0.25 per share for the third quarter of 2026, equating to an 18.9% annualized yield on GECC’s August 4, 2026, closing price of $5.29.

▪

Beginning January 1, 2026 through August 4, 2026, the Company repurchased approximately 0.1 million shares for $0.5 million, at an average price of $4.98 per share or a 37% discount to the Company’s net asset value (“NAV”) on June 30, 2026, leaving approximately $9.5 million of remaining capacity under the $10 million stock repurchase program previously authorized by the Company's Board of Directors.

Second Quarter and Recent Operating Highlights

▪

Total investment income (“TII”) for the quarter ended June 30, 2026, was $10.9 million, as compared to $9.5 million for the quarter ended March 31, 2026.

▪

The quarter-over-quarter increase was primarily driven by a $2.0 million dividend received from the Company's investment in insurance-related preference shares.

▪

Net investment income (“NII”) for the quarter ended June 30, 2026, was $4.5 million, or $0.32 per share, as compared to $5.0 million, or $0.36 per share, for the quarter ended March 31, 2026.

▪

NII decreased, despite higher TII, primarily due to the size of the benefit of the incentive fee waiver received in the prior quarter.

▪

Pre-incentive fee NII increased approximately 66% quarter-over-quarter to $4.5 million for the quarter ended June 30, 2026, from $2.7 million for the quarter ended March 31, 2026.

▪

Net assets were $110.4 million, or $7.95 per share, as of June 30, 2026, as compared to $107.5 million, or $7.74 per share, as of March 31, 2026.

▪

2.7% quarter-over-quarter growth in net assets was primarily driven by realized and unrealized gains on investments, notably the CoreWeave-related equity investment.

▪

During the quarter ended June 30, 2026, GECC received $2.6 million of distributions from its CoreWeave-related equity investment, bringing total distributions to date to approximately $9.5 million, well in excess of its $6.0 million original capital investment.

▪

GECC’s asset coverage ratio was 166.4% as of June 30, 2026, as compared to 161.8% as of March 31, 2026.

Financial Highlights – Per Share Data

Q2/2025

Q3/2025

Q4/2025

Q1/2026

Q2/2026

Earnings Per Share ("EPS")

1.02

(1.79

)

(1.57

)

(0.05

)

0.46

Net Investment Income ("NII") Per Share

0.51

0.20

0.31

0.36

0.32

Net Realized and Unrealized Gains / (Losses) Per Share

0.51

(1.98

)

(1.88

)

(0.41

)

0.14

Net Asset Value ("NAV") Per Share

12.10

10.01

8.07

7.74

7.95

Distributions Paid / Declared Per Share

0.37

0.30

0.25

-2-

Financial Review

Total investment income for the quarter ended June 30, 2026, was $10.9 million, or $0.78 per share. Total expenses for the quarter ended June 30, 2026, were $6.4 million, or $0.46 per share, inclusive of excise tax expense.

Net realized and unrealized gains for the quarter ended June 30, 2026, were approximately $1.9 million, or $0.14 per share, primarily driven by realized gains on the CoreWeave-related equity investment.

Liquidity and Capital Resources

As of June 30, 2026, cash and money market fund investments totaled approximately $6 million. In addition, GECC had $39 million of availability on its revolving line of credit (the “Revolver”) and ample liquid assets as of June 30, 2026.

As of June 30, 2026, total debt outstanding (par value) was $166.4 million, comprised of $56.5 million 8.50% senior notes due April 2029 (NASDAQ: GECCI), $41.4 million 8.125% senior notes due December 2029 (NASDAQ: GECCH), $57.5 million 7.75% senior notes due December 2030 (NASDAQ: GECCG), and $11.0 million on the Revolver due June 2029.

Distributions

The Company’s Board of Directors has approved a quarterly cash distribution of $0.25 per share for the quarter ending September 30, 2026, to be paid from distributable earnings. The third quarter distribution will be payable on September 30, 2026, to stockholders of record as of September 15, 2026.

The distribution equates to an 18.9% annualized dividend yield on the Company’s closing market price of $5.29 on August 4, 2026, and a 12.6% annualized dividend yield on the Company’s June 30, 2026, NAV of $7.95 per share.

Stock Repurchase Program

The Company’s Board of Directors authorized a stock repurchase program in October 2025, whereby the Company may opportunistically repurchase up to an aggregate of $10.0 million of its outstanding common shares. The authorization represents approximately 14% of the Company’s market capitalization as of August 4, 2026. Beginning January 1, 2026 through August 4, 2026, the Company has repurchased approximately 0.1 million shares for $0.5 million, at an average price of $4.98 per share or a 37% discount to the Company’s NAV on June 30, 2026, leaving approximately $9.5 million of remaining capacity under the program for future repurchases.

Conference Call and Webcast

GECC will discuss these results in a conference call at 8:30 a.m. ET on August 6, 2026.

Conference Call Details

Date/Time: Thursday, August 6, 2026 – 8:30 a.m. ET

Participant Dial-In Numbers:

(United States): 844-825-9789

(International): 412-317-5180

To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

Webcast

The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.

-3-

About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses and CLOs. For additional information, please visit http://www.greatelmcc.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements include statements regarding our future business plans and expectations. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Media & Investor Contact:

Investor Relations

investorrelations@greatelmcap.com

-4-

GREAT ELM CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)

June 30, 2026

December 31, 2025

Assets

Investments

Non-affiliated, non-controlled investments, at fair value (amortized cost of $227,363 and $254,313, respectively)

187,290

218,381

Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $3,966 and $32,803, respectively)

3,966

32,803

Affiliated investments, at fair value (amortized cost of $12,379 and $12,379, respectively)

Controlled investments, at fair value (amortized cost of $101,133 and $94,683, respectively)

80,996

79,887

Total investments

272,252

331,071

Cash and cash equivalents

1,669

1,834

Receivable for investments sold

1,764

3,215

Interest receivable

1,821

2,182

Dividends receivable

782

1,046

Due from affiliates

218

Deferred financing costs

524

256

Prepaid expenses and other assets

1,102

953

Total assets

279,982

340,775

Liabilities

Notes payable (including unamortized discount of $4,546 and $5,064, respectively)

150,853

189,319

Revolving credit facility

11,000

Payable for investments purchased

5,340

33,652

Interest payable

153

Accrued incentive fees payable

2,267

Due to affiliates

1,402

1,475

Accrued expenses and other liabilities

816

1,052

Total liabilities

169,564

227,829

Commitments and contingencies (Note 7)

Net Assets

Common stock, par value $0.01 per share (100,000,000 shares authorized, 13,889,750 shares issued and outstanding and 13,998,168 shares issued and outstanding, respectively)

139

140

Additional paid-in capital

358,239

358,778

Accumulated losses

(247,960

)

(245,972

)

Total net assets

110,418

112,946

Total liabilities and net assets

279,982

340,775

Net asset value per share

7.95

8.07

-5-

GREAT ELM CAPITAL CORP.

STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026

2025

2026

2025

Investment Income:

Interest income from:

Non-affiliated, non-controlled investments

4,555

6,560

9,644

12,962

Non-affiliated, non-controlled investments (PIK)

703

644

1,522

1,255

Controlled investments

899

765

1,711

1,718

Total interest income

6,157

7,969

12,877

15,935

Dividend income from:

Non-affiliated, non-controlled investments

2,048

2,332

2,207

2,568

Controlled investments

2,569

3,904

5,115

7,280

Total dividend income

4,617

6,236

7,322

9,848

Other income from:

Non-affiliated, non-controlled investments

122

241

815

Non-affiliated, non-controlled investments (PIK)

174

Total other income

122

241

989

Total investment income

10,896

14,277

20,440

26,772

Expenses:

Management fees

1,015

1,278

2,087

2,550

Incentive fees

901

1,470

1,444

2,620

Administration fees

472

383

982

738

Custody fees

Directors’ fees

107

106

Professional services

587

459

1,101

883

Interest expense

3,868

4,318

8,124

8,569

Other expenses

282

307

578

615

Total expenses

7,211

8,305

14,491

16,156

Incentive fee waiver

(901

)

(3,711

)

Net expenses

6,310

8,305

10,780

16,156

Net investment income before taxes

4,586

5,972

9,660

10,616

Excise tax

174

136

Net investment income

4,503

5,904

9,486

10,480

Net realized and unrealized gains (losses):

Net realized gain (loss) on investment transactions from:

Non-affiliated, non-controlled investments

2,943

459

5,575

723

Realized loss on repurchase of debt

)

Total net realized gain (loss)

2,943

459

5,573

723

Net change in unrealized appreciation (depreciation) on investment transactions from:

Non-affiliated, non-controlled investments

(187

)

7,679

(4,038

)

5,613

Controlled investments

(834

)

(2,299

)

(5,341

)

(4,620

)

Total net change in unrealized appreciation (depreciation)

(1,021

)

5,380

(9,379

)

993

Net realized and unrealized gains (losses)

1,922

5,839

(3,806

)

1,716

Net increase (decrease) in net assets resulting from operations

6,425

11,743

5,680

12,196

Earnings per share (basic and diluted):

0.46

1.02

0.41

1.06

Weighted average shares outstanding (basic and diluted):

13,889,803

11,556,857

13,937,053

11,550,739

-6-

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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