SCHEDULE: Great Elm Group Adjusts Stake in Great Elm Capital
Beneficial Ownership Amendment
Great Elm Group, Inc. reported a revised beneficial ownership of 9.7% in Great Elm Capital Corp. following share grants to employees and recent share issuances.
Summary
- Great Elm Group, Inc. (Reporting Person) now beneficially owns 1,358,276 shares of Great Elm Capital Corp. (Issuer) common stock.
- This represents approximately 9.7% of the Issuer's 13,998,168 total outstanding shares.
- The total outstanding shares include 11,568,378 shares reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025.
- An additional 1,139,790 shares were issued under an at-the-market (ATM) facility since the Q2 2025 10-Q filing.
- Furthermore, 1,290,000 shares were issued to Poor Richard LLC on August 27, 2025.
- Since the previous filing (Amendment No. 13 on August 27, 2025), the Reporting Person granted 79,803 shares as compensation to certain employees, which vested and were delivered between September 19, 2025, and September 23, 2025.
- Directors and executive officers of Great Elm Group, Inc. collectively own 1,021,099 shares, representing approximately 7.9% of the Issuer's outstanding common stock.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the decrease in the reporting person's percentage ownership and the overall dilution from new share issuances, despite the positive aspect of employee compensation.
Positives
- Granting shares as compensation to employees can align employee interests with shareholder value and incentivize performance.
Negatives
- The Reporting Person's percentage ownership decreased to 9.7%, indicating a reduction in their relative stake in the Issuer.
- The overall outstanding share count increased due to issuances via an ATM facility and to Poor Richard LLC, leading to dilution for existing shareholders.
Future Outlook
The filing does not contain specific forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.
Industry Context
This filing primarily concerns a change in beneficial ownership by a significant shareholder and does not provide sufficient information to analyze broader industry trends or competitive positioning.
Stakeholder Impact
- Shareholders: Existing shareholders experienced dilution due to the issuance of new shares through the ATM facility and to Poor Richard LLC, and the Reporting Person's percentage ownership decreased.
- Employees: Certain employees of the Reporting Person received shares as compensation, aligning their interests with the company's performance.
Key Dates
| Date | Description |
|---|---|
| 2019-10-01 | Original Schedule 13D filing by Reporting Person. |
| 2020-10-01 | Amendment No. 1 to Schedule 13D filed. |
| 2020-12-31 | Amendment No. 2 to Schedule 13D filed. |
| 2021-09-20 | Amendment No. 3 to Schedule 13D filed. |
| 2022-01-03 | Amendment No. 6 to Schedule 13D filed. |
| 2022-05-11 | Amendment No. 4 to Schedule 13D filed. |
| 2022-06-17 | Amendment No. 5 to Schedule 13D filed. |
| 2023-01-24 | Amendment No. 7 to Schedule 13D filed. |
| 2023-09-22 | Amendment No. 8 to Schedule 13D filed. |
| 2024-02-12 | Amendment No. 9 to Schedule 13D filed. |
| 2024-06-24 | Amendment No. 10 to Schedule 13D filed. |
| 2024-09-25 | Amendment No. 11 to Schedule 13D filed. |
| 2024-12-13 | Amendment No. 12 to Schedule 13D filed. |
| 2025-05-06 | Date of prospectus supplement for the ATM Facility. |
| 2025-06-30 | End of Quarterly Period for which Issuer's 10-Q was filed. |
| 2025-08-04 | Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed. |
| 2025-08-27 | Amendment No. 13 to Schedule 13D filed; 1,290,000 shares issued to Poor Richard LLC as reported on Form 8-K. |
| 2025-09-19 | Start date for vesting and delivery of 79,803 shares to employees. |
| 2025-09-23 | End date for vesting and delivery of 79,803 shares to employees. |
| 2025-10-07 | Date of event requiring the filing of this Amendment No. 14. |
| 2025-10-09 | Date of filing of Amendment No. 14. |
Recommendation
holdThe filing indicates a decrease in the beneficial ownership percentage of a significant holder, Great Elm Group, Inc., primarily due to share grants for employee compensation and dilution from new share issuances by Great Elm Capital Corp. While employee compensation is a positive for internal alignment, the overall dilution and reduced stake by a key investor could be viewed cautiously. Without further financial or operational details, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while monitoring future developments and the impact of the recent share issuances.
Keywords
Great Elm Capital Corp., Great Elm Group Inc., Schedule 13D, Beneficial Ownership, Common Stock, Shareholding, Equity Distribution, ATM Facility, Employee Compensation, Dilution
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