Great Elm Capital Corp.

Previous wording

The following is a summary of our investment activity for the year ended December 31, 2025 and the three months ended March 31, 2026:

Current wording

The following is a summary of our investment activity for the year ended December 31, 2025 and the six months ended June 30, 2026:

Previous wording

The following is a reconciliation of the investment portfolio for the three months ended March 31, 2026 and the year ended December 31, 2025. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, are excluded from the table below.

Current wording

The following is a reconciliation of the investment portfolio for the six months ended June 30, 2026 and 2025. Investments in short-term securities, including U.S. Treasury Bills and money market mutual funds, are excluded from the table below.

Previous wording

Interest income decreased for the three months ended March 31, 2026 as compared to the corresponding period in the prior year primarily due to a lower average coupon rate across the portfolio combined with a decrease in the debt investment portfolio size. As of March 31, 2026, the debt investment portfolio had an average coupon rate of 10.9% on approximately $199.2 million of principal as compared to 11.7% on approximately $256.2 million of principal as of March 31, 2025, excluding positions on non-accrual in each period. Interest income includes PIK interest which is reported in the Statements of Operations. The total PIK interest earned remained consistent for the three months ended March 31, 2026 as compared to the corresponding period in the prior year.

Current wording

Interest income decreased for the three and six months ended June 30, 2026 as compared to the corresponding periods in the prior year primarily due to a lower average coupon rate across the portfolio combined with a decrease in the debt investment portfolio size. As of June 30, 2026, the debt investment portfolio had an average coupon rate of 10.6% on approximately $199.6 million of principal as compared to 11.7% on approximately $232.6 million of principal as of June 30, 2025, excluding positions on non-accrual in each period. Interest income includes PIK interest which is reported in the Statements of Operations. The total PIK interest earned remained consistent for the three and six months ended June 30, 2026 as compared to the corresponding periods in the prior year.

Previous wording

Dividend income decreased for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to fewer holdings in dividend-paying equity investments and reductions in distributions from the investment in the CLO JV which distributed $2.5 million and $3.3 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Dividend income decreased for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 due to fewer holdings in dividend-paying equity investments and reductions in distributions from the investment in the CLO JV which distributed $5.1 million and $7.1 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Other income decreased for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to non-refundable carry fees, early repayment fees, and amendment fees on new and amended debt positions received during the three months ended March 31, 2025. These were one-time fees on investments and were not received during the three months ended March 31, 2026.

Current wording

Other income is comprised of non-refundable carry fees, early repayment fees, and amendment fees on new and amended debt positions. There were no significant changes in other income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The six months ended June 30, 2025 includes one-time fees on multiple new and amended investments made in the first quarter of 2025, resulting in a decrease in other income for the six months ended June 30, 2026 as compared to the prior year period.

Previous wording

Management fees decreased for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to a decrease in the underlying management fee assets, primarily due to a decline in the fair value of the portfolio of investments, in the current year period as compared to the corresponding prior year period.

Current wording

Management fees decreased for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 due to a decrease in the underlying management fee assets, primarily due to a decline in the fair value of the portfolio of investments, in the current year periods as compared to the corresponding prior year periods.

Previous wording

Effective February 2026, GECM waived all accrued and unpaid incentive fees through March 31, 2026. As of December 31, 2025, there were approximately $2.3 million of accrued and unpaid incentive fees on our balance sheet. For the three months ended March 31, 2026, an additional $0.5 million of incentive fees were accrued, resulting in $2.8 million of accrued and unpaid incentive fees. In connection with the incentive fee waiver, we recognized the reversal of these accrued and unpaid incentive fees during the three months ended March 31, 2026, resulting in a corresponding increase in net income and increase in net asset value in the period (subject to any offsetting additional expenses or losses). The incentive fee waiver is not subject to recapture. Effective April 2026, GECM waived all accrued and unpaid incentive fees through June 30, 2026.

Current wording

Effective February 2026, GECM waived all accrued and unpaid incentive fees through March 31, 2026. Effective April 2026, GECM waived all accrued and unpaid incentive fees through June 30, 2026. As of December 31, 2025, there were approximately $2.3 million of accrued and unpaid incentive fees on our balance sheet. For the six months ended June 30, 2026, an additional $1.4 million of incentive fees were accrued, resulting in $3.7 million of accrued and unpaid incentive fees. In connection with the incentive fee waiver, we recognized the reversal of these accrued and unpaid incentive fees during the six months ended June 30, 2026, resulting in a corresponding increase in net income and increase in net asset value in the period (subject to any offsetting additional expenses or losses). The incentive fee waiver is not subject to recapture.

Previous wording

Professional services costs increased for the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to general rate increases for professional services, including legal and accounting fees, along with certain one-time fees.

Current wording

Professional services costs increased for the three and six months ended June 30, 2026 as compared to the corresponding periods in the prior year, primarily due to general rate increases for professional services, including legal and accounting fees, along with certain one-time fees.

Previous wording

Administration fees increased for the three months ended March 31, 2026 as compared to the corresponding period in the prior year primarily due to higher allocable overhead and other expenses incurred by GECM under the Administration Agreement.

Current wording

Administration fees increased for the three and six months ended June 30, 2026 as compared to the corresponding periods in the prior year primarily due to higher allocable overhead and other expenses incurred by GECM under the Administration Agreement.

Previous wording

Realized gain for the three months ended March 31, 2026 includes approximately $2.7 million from the realization of our investment in Stone Ridge Opportunities Fund, LP (“Stone Ridge”) and $0.7 million from the partial realization of our investment in the unsecured bond of American Coastal Insurance Corp (“American Coastal”). Realized losses for the three months ended March 31, 2026 were primarily driven by a $0.2 million loss on the sale of our equity investment in the State Street Blackstone Senior Loan ETF, $0.2 million from the partial realization of our investment in the first lien term loan of Auction.com, and $0.1 million from the partial realization of our investment in the first lien second out term loan of Conuma Resources LTD. The remaining $0.6 million of realized losses was attributable to smaller positions, none of which were individually material, and reflected routine portfolio activity.

Current wording

Realized gain for the three and six months ended June 30, 2026 includes approximately $2.7 million from the realization of our investment in Stone Ridge Opportunities Fund, LP (“Stone Ridge”), $1.9 million from distributions from our investment in CW Opportunity 2 LP, and $1.3 million from the partial realization of our investment in the unsecured bond of American Coastal Insurance Corp (“American Coastal”). Realized losses for the three and six months ended June 30, 2026 were primarily driven by a $0.2 million loss on the sale of our equity investment in the State Street Blackstone Senior Loan ETF, $0.2 million from the partial realization of our investment in the first lien term loan of Auction.com, and $0.2 million from the realization of our investment in Invesco Senior Loan Fund. The remaining realized losses were attributable to smaller positions, none of which were individually material, and reflected routine portfolio activity.

Previous wording

Realized gain for the three months ended March 31, 2025 includes $0.2 million in gains from the realization of our investment in W&T Offshore Inc. secured bonds. Realized losses for the three months ended March 31, 2025 includes $0.1 million in loss from the realization of our investment in Dynata, LLC (“Dynata”, formerly known as Research Now Group, Inc.) common equity.

Current wording

Net realized gain for the three and six months ended June 30, 2025 includes $0.2 million in gains from the realization of our investment in Lummus Technology Holdings unsecured bonds and $0.1 million in gains from the realization of our investment in Harvey Gulf term loan. Net realized gain for the six months ended June 30, 2025 also includes $0.2 million in gains from the realization of our investment in W&T Offshore Inc. secured bonds.

Previous wording

For the three months ended March 31, 2026, net unrealized depreciation was primarily attributable to (i) approximately $3.8 million of unrealized depreciation related to our investment in CLO JV, driven by decreases in the fair value of the underlying CLO investments and (ii) approximately $2.3 million of net unrealized depreciation related to our investment in Universal Fiber Systems, LLC (“Universal Fibers”). In addition, unrealized depreciation included approximately $2.6 million attributable to the reversal of previously recognized unrealized appreciation on our investment in Stone Ridge and approximately $1.1 million attributable to the reversal of previously recognized unrealized appreciation on our investment in American Coastal, in each case in connection with the realization activity discussed above.

Current wording

For the six months ended June 30, 2026, net unrealized depreciation was primarily attributable to (i) approximately $3.8 million of unrealized depreciation related to our investment in CLO JV, driven by decreases in the fair value of the underlying CLO investments, (ii) approximately $2.2 million of net unrealized depreciation related to our investment in Universal Fiber Systems, LLC (“Universal Fibers”), and (iii) approximately $1.5 million related to our equity investment in Great Elm Specialty Finance. In addition, unrealized depreciation included approximately $2.6 million attributable to the reversal of previously recognized unrealized appreciation on our investment in Stone Ridge and approximately $1.6 million attributable to the reversal of previously recognized unrealized appreciation on our investment in American Coastal, in each case in connection with the realization activity discussed above.

Previous wording

These unrealized losses were partially offset by unrealized appreciation attributable to increases in the fair value of (i) approximately $0.5 million related to our investment in CW Opportunity 2 LP, (ii) approximately $0.4 million related to our investment in W&T Offshore, Inc., and (iii) approximately $0.3 million related to our investment in Trouvaille RE Ltd. In addition, unrealized appreciation included approximately $1.1 million attributable to the reversal of previously recognized unrealized depreciation on our investment in Del Monte Food Corp II, Inc., primarily in connection with a $1.6 million partial paydown of our junior debtor-in-possession loan.

Current wording

These unrealized losses were partially offset by unrealized appreciation attributable to the increase in fair value of approximately $1.1 million related to our investment in CW Opportunity 2 LP. In addition, unrealized appreciation included approximately $1.1 million attributable to the reversal of previously recognized unrealized depreciation on our investment in Del Monte Food Corp II, Inc., primarily in connection with a $1.6 million partial paydown of our junior debtor-in-possession loan, and $0.4 million attributable to the reversal of previously recognized unrealized depreciation on our investment in Mad Engine Global, LLC in connection with the full repayment of the loan during the period.

Previous wording

For the three months ended March 31, 2025, unrealized appreciation was primarily driven by an increase in fair value of our investment in Trouvaille Re Ltd. preference shares of approximately $0.8 million and in our investment in Dynata common equity of approximately $0.8 million. Unrealized depreciation for the three months ended March 31, 2025 was primarily driven by a decrease in fair value of our investment in CLO JV common equity of approximately $1.9 million and in our investment in CW Opportunity 2, LP of approximately $1.1 million.

Current wording

For the three months ended June 30, 2025, unrealized appreciation was primarily driven by an increase in fair value of our investment in CW Opportunity 2, LP of approximately $13.7 million. Unrealized depreciation for the three months ended June 30, 2025 was primarily driven by a decrease in fair value of approximately $2.2 million in the CLO JV common equity, $1.6 million in Trouvaille Re Ltd. preference shares, and $1.5 million in Maverick Gaming, LLC term loans.

Previous wording

As of March 31, 2026, we had approximately $9.6 million of short term investments in money market fund investments. As of March 31, 2026, we had investments in 65 debt instruments across 49 companies, totaling approximately $190.4 million at fair value and 18 equity investments in 15 companies, with an aggregate fair value of approximately $76.8 million.

Current wording

As of June 30, 2026, we had approximately $4.0 million of short term investments in money market fund investments. As of June 30, 2026, we had investments in 68 debt instruments across 53 companies, totaling approximately $192.6 million at fair value and 20 equity investments in 15 companies, with an aggregate fair value of approximately $75.7 million.

Previous wording

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 March 31, 2026, we had approximately $1.3 million 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 March 31, 2026 balance sheet to satisfy the unfunded commitments.

Current wording

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 June 30, 2026, we had approximately $6.1 million 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 June 30, 2026 balance sheet to satisfy the unfunded commitments.

Previous wording

For the three months ended March 31, 2026, net cash provided by operating activities was approximately $23.5 million, reflecting $54.5 million provided by the sales of investments and principal payments offset by $25.9 million used for the purchase of investments and $6.5 million from the change in short-term investments.

Current wording

For the six months ended June 30, 2026, net cash provided by operating activities was approximately $36.6 million, reflecting $92.1 million provided by the sales of investments and principal payments offset by $60.4 million used for the purchase of investments and $0.9 million from the change in short-term investments.

Previous wording

For the three months ended March 31, 2026, net cash used for financing activities was $25.3 million. Cash outflows included $20.4 million to repurchase and redeem the 5.875% notes due 2026 (the “GECCO Notes”), $0.5 million from the repurchases of common stock, and $4.2 million in distributions to stockholders.

Current wording

For the six months ended June 30, 2026, net cash used for financing activities was $36.8 million. Cash outflows included $39.0 million to repurchase and redeem the 5.875% notes due 2026 (the “GECCO Notes”), $0.5 million from the repurchases of common stock, and $7.7 million in distributions to stockholders, partially offset by cash inflows of $11.0 million of net borrowings on the Revolver.

Previous wording

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

Current wording

On August 13, 2025, we amended the Loan Agreement to increase the commitment of the revolving line of credit to up to $50 million (subject to a borrowing base as defined in the Loan Agreement). The amendment also allows us to request an increase of the Revolving Facility in an aggregate amount not to exceed $40 million (up to a revolving line of $90 million), which increase is subject to the sole discretion of CNB and updates the maturity date of the revolving line to the earlier of (i) May 5, 2027 and (ii) May 31, 2026 if the Company’s 5.875% notes due 2026 have not been refinanced prior to such date. In addition, the amendment provides that borrowings under the Revolving Facility shall bear interest at a rate equal to (i) at all times when a minimum deposit test is met (a) SOFR plus 2.50% or (b) a base rate plus 1.50% and (ii) at all times when a minimum deposit test is not met (a) SOFR plus 3.50% or (b) a base rate plus 2.50%. The amendment also amended the financial covenant of minimum net assets requirement to be of not less than $80 million. On June 8, 2026, we amended the Loan Agreement to extend the maturity date of the Revolving Facility to the earlier of (i) June 8, 2029, and (ii) March 31, 2029 if the Company’s 8.50% notes due 2029 have not been refinanced on or prior to such date.

Previous wording

On June 23, 2021, we issued $50.0 million in aggregate principal amount of GECCO Notes. On July 9, 2021, we issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. In December 2025, we repurchased $18.5 million of the outstanding principal on the GECCO Notes. During thethree months ended March 31, 2026, we repurchased $0.4 million of the outstanding principal on the GECCO Notes. On March 31, 2026, we redeemed $20.0 million of outstanding GECCO Notes at 100% of the principal amount. The aggregate principal balance of the GECCO Notes outstanding as of March 31, 2026 was$18.6 million. On April 27, 2026, we caused a notice to be issued to the holders of the GECCO Notes regarding the Company's exercise of its option to redeem $18.6 million aggregate principal amount of the issued and outstanding GECCO Notes on May 27, 2026.

Current wording

On June 23, 2021, we issued $50.0 million in aggregate principal amount of GECCO Notes. On July 9, 2021, we issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. In December 2025, we repurchased $18.5 million of the outstanding principal on the GECCO Notes. During thethree months ended March 31, 2026, we repurchased $0.4 million of the outstanding principal on the GECCO Notes. On March 31, 2026, we redeemed $20.0 million of outstanding GECCO Notes at 100% of the principal amount. On May 27, 2026, we redeemed the remaining $18.6 million of outstanding GECCO Notes in full.

Previous wording

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 March 31, 2026 was$56.5 million.

Current wording

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 June 30, 2026 was$56.5 million. On July 20, 2026, the Company caused a notice to be issued to the holders of the GECCI Notes regarding the Company’s exercise of its option to redeem $6.5 million aggregate principal amount of the issued and outstanding GECCI Notes on August 19, 2026.

Previous wording

On September 11, 2025, we issued $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the “GECCG Notes” and together with the GECCO Notes, GECCI Notes and GECCH Notes, the “Notes”). On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option. The aggregate principal balance of the GECCG Notes outstanding as of March 31, 2026 was$57.5 million.

Current wording

On September 11, 2025, we issued $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the “GECCG Notes” and together with the GECCI Notes and GECCH Notes, the “Notes”). On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon full exercise of the underwriters' over-allotment option. The aggregate principal balance of the GECCG Notes outstanding as of June 30, 2026 was$57.5 million.

Previous wording

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.

Current wording

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 GECCI Notes, GECCH Notes and GECCG Notes will mature on April 30, 2029, December 31, 2029 and December 31, 2030, respectively. The GECCI Notes are currently callable at the Company’s option and the GECCH Notes and GECCG Notes can be called on, or after, 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.

Previous wording

On May 3, 2018, a majority of our stockholders approved the application of the modified minimum asset coverage requirement pursuant to Section 61(a)(2) under the Investment Company Act. As a result of such approval, and subject to satisfying certain ongoing disclosure requirements, effective May 4, 2018 the asset coverage ratio test applicable to the Company was decreased from 200% to 150%. As of March 31, 2026, our asset coverage ratio was approximately 161.8%. Under the Investment Company Act, we are subject to a minimum asset coverage ratio of 150%.

Current wording

On May 3, 2018, a majority of our stockholders approved the application of the modified minimum asset coverage requirement pursuant to Section 61(a)(2) under the Investment Company Act. As a result of such approval, and subject to satisfying certain ongoing disclosure requirements, effective May 4, 2018 the asset coverage ratio test applicable to the Company was decreased from 200% to 150%. As of June 30, 2026, our asset coverage ratio was approximately 166.4%. Under the Investment Company Act, we are subject to a minimum asset coverage ratio of 150%.

Previous wording

The last reported closing price for our common stock on April 27, 2026 was$5.52 per share. As of April 27, 2026, we had 12 record holders of our common stock.

Current wording

The last reported closing price for our common stock on July 29, 2026 was$5.11 per share. As of July 29, 2026, we had 12 record holders of our common stock.

Previous wording

We are also subject to financial risks, including changes in market interest rates. As of March 31, 2026, approximately $146.0 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.

Current wording

We are also subject to financial risks, including changes in market interest rates. As of June 30, 2026, approximately $136.0 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.