Great Elm Capital Corp.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
GECC$5.01+0.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements
The financial statements set forth on the index to financial statements immediately following the signature page to this report are incorporated by reference as if set forth herein.
Financial Statement Schedules
No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.
Exhibits
Unless otherwise indicated, all references are to exhibits to the applicable filing by Great Elm Capital Corp. (the “Registrant”) under File No. 814-01211 with the SEC.
| ExhibitNumber | Description |
| 2.1 | Agreement and Plan of Merger, dated as of June 23, 2016, by and between Full Circle Capital Corporation and the Registrant (incorporated by reference to the Rule 425 filing on June 27, 2016) |
| 2.2 | Subscription Agreement, dated as of June 23, 2016, by and among the Registrant, Forest Investments, Inc. (formerly, Great Elm Capital Group, Inc.) and the investment funds signatory thereto (incorporated by reference to the Rule 425 filing on June 27, 2016) |
| 2.3 | Form of Dividend Reinvestment Plan (incorporated by reference to Exhibit 13(d) to the pre-effective amendment to the Registration Statement on Form N-14 (File No. 333-212817) filed on September 26, 2016) |
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 7, 2016) |
| 3.2 | Amendment to Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on March 2, 2022) |
| 3.3 | Bylaws of the Registrant (incorporated by reference to Exhibit 2 to the Form N-14 (File No. 333-212817) filed on August 1, 2016) |
| 4.1 | Form of certificate for the Registrant’s common stock (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form N-14 (File No. 333-212817) filed on August 1, 2016) |
| 4.2 | Indenture, dated as of September 18, 2017, by and between the Registrant and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed on September 21, 2017) |
| 4.3 | Fourth Supplemental Indenture, dated as of June 23, 2021, by and between the Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 23, 2021) |
| 4.4 | Global Note (5.875% Notes due 2026), dated as of June 23, 2021 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on June 23, 2021) |
| 4.5 | Fifth Supplemental Indenture, dated as of August 16, 2023, by and between the Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 16, 2023) |
| 4.6 | Global Note (8.75% Notes due 2028), dated August 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on August 16, 2023) |
| 4.7 | Sixth Supplemental Indenture, dated as of April 17, 2024 by and between Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 17, 2024) |
| 4.8 | Global Note (8.50% Notes due 2029), dated as of April 17, 2024 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 17, 2024) |
| 4.9 | Seventh Supplemental Indenture, dated as of September 19, 2024 by and between Registrant and the Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 19, 2024) |
| 4.10 | Form of Global Note (representing the Company's 8.125% Notes due 2029), dated as of September 19, 2024 (included in Exhibit 4.9) |
| 4.11 | Eighth Supplemental Indenture, dated as of September 11, 2025 between the Registrant and the Trustee(incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 11, 2025) |
| 4.12 | Form of Global Note representing the Company’s 7.75% Notes due 2030, dated as of September 11, 2025 (included in Exhibit 4.11) |
| 4.13* | Description of Registered Securities |
| 10.1 | Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022) (incorporated by reference to Annex A to the Definitive Proxy Statement filed on July 1, 2022) |
| 10.2 | Administration Agreement, dated as of September 27, 2016, by and between the Registrant and GECM (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 7, 2016) |
| 10.3 | Amended and Restated Registration Rights Agreement, dated as of November 4, 2016, by and among the Registrant and the holders named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on November 7, 2016) |
| 10.4 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on November 7, 2016) |
| 10.5 | Custody Agreement, dated as of July 1, 2023, by and between the Registrant and The Northern Trust Company (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on February 29, 2024) |
| 10.6 | Form of Trademark License Agreement (incorporated by reference to Exhibit 13(b) to the Registration Statement on Form N-14 (File No. 3330212817) filed on August 1, 2016) |
| 10.7 | Loan, Guarantee and Security Agreement, dated May 5, 2021, between the Registrant and City National Bank (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 6, 2021) |
| 10.8+ | Third Amendment, dated as of November 22, 2023 to Loan, Guarantee and Security Agreement, as of May 5, 2021, by and among the Registrant and City National Bank, as amended (incorporated by reference in Exhibit 10.1 to the Form 8-K filed on November 27, 2023) |
| 10.9 | Second Amended and Restated Limited Liability Company Agreement of CLO Formation JV, LLC dated as of August 20, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 22, 2024) |
| 10.10 | Fifth Amendment, dated as of August 13, 2025, to Loan, Guarantee and Security Agreement, as of May 5,2021, by and among the Registrant and City National Bank, as amended (incorporated by reference toExhibit 10.1 to the Form 8-K filed on August 13, 2025) |
| 10.11 | Stock Purchase Agreement, dated as of August 27, 2025, between the Registrant and Poor Richard LLC (incorporated by reference to Exhibit 3.5 to the Form 10-Q filed on November 4, 2025) |
| 14.2 | Code of Ethics of GECM (incorporated by reference to Exhibit 14.2 to the Form 10-K filed on February 29, 2024) |
| 19.1* | Insider Trading Policy for GECC (incorporated by reference to Exhibit 19.1 to the Form 10-K filed on March 10, 2025) |
| 21.1* | Subsidiaries |
| 23.1* | Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm |
| 23.2* | CLO Formation JV, LLC Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm |
| 31.1* | Certification of the Registrant’s Chief Executive Officer (“CEO”) |
| 31.2* | Certification of the Registrant’s Chief Financial Officer (“CFO”) |
| 32.1* | Certification of the Registrant’s CEO and CFO |
| 97.1 | GECC Clawback Policy (incorporated by reference to Exhibit 14.1 to the Form 10-K filed on February 29, 2024) |
| 99.1* | Unaudited Financial Statements of CLO Formation JV, LLC |
| 99.2* | Audited Financial Statements of CLO Formation JV, LLC |
| 101 | Materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in inline Extensible Business Reporting Language (XBRL): (i) Statements of Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, (iv) Statements of Cash Flows, (v) Schedules of Investments, and (vi) related Notes to the Financial Statements, tagged in detail (furnished herewith) |
| 104 | The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in inline XBRL (included as Exhibit 101) |
- Filed or furnished herewith
- Exhibits marked with a (+) exclude certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5). A copy of any of the omitted schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5) will be furnished to the Securities and Exchange Commission upon request.
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