SCHEDULE: Great Elm Group's Stake in Capital Corp. Reaches 11.1%

Great Elm Group, Inc. has increased its beneficial ownership in Great Elm Capital Corp. to 11.1% following recent share issuances.

Summary

• Great Elm Group, Inc. (the "Reporting Person") now beneficially owns 1,438,079 shares of Great Elm Capital Corp. (the "Issuer") Common Stock.
• This ownership represents approximately 11.1% of the Issuer's total outstanding Common Stock.
• The calculation is based on 12,977,634 shares of Common Stock outstanding.
• The total outstanding shares include 11,568,378 shares reported in the Issuer's Q2 2025 Form 10-Q.
• An additional 119,256 shares were issued under the Issuer's 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.
• Directors and executive officers of Great Elm Group, Inc. collectively own 2,580,254 shares, representing approximately 19.9% of the Issuer's outstanding Common Stock.

Sentiment

Score: 5

Explanation: The filing is primarily a factual disclosure of changes in beneficial ownership and share count. While the increase in shares outstanding causes dilution, the increased stake by the reporting person could be viewed positively, balancing the overall sentiment to neutral.

Positives

• The Reporting Person, Great Elm Group, Inc., increasing its beneficial ownership to 11.1% could signal confidence in Great Elm Capital Corp.'s future prospects.
• The collective ownership of 19.9% by the Reporting Person's directors and executive officers indicates significant insider alignment with shareholder interests.

Negatives

• The issuance of 1,290,000 shares to Poor Richard LLC and 119,256 shares under the ATM Facility has resulted in dilution for existing shareholders, increasing the total outstanding shares from 11,568,378 to 12,977,634.

Risks

• Ongoing share issuances through the At-The-Market (ATM) Facility could lead to further dilution for existing shareholders over time.
• The increase in outstanding shares may put downward pressure on earnings per share and other per-share metrics.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the Issuer's future performance or strategic direction, beyond the ongoing nature of the ATM facility.

Industry Context

This filing primarily details changes in beneficial ownership and share count for Great Elm Capital Corp., a business development company (BDC). Such disclosures are routine for significant shareholders and reflect capital market activities like at-the-market offerings and private placements, which are common financing tools in the BDC sector to manage capital and fund investments.

Related Party Transactions

• The issuance of 1,290,000 shares to Poor Richard LLC on August 27, 2025, is noted. The filing does not explicitly state if Poor Richard LLC is a related party, but such a significant issuance warrants attention for potential related party implications.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares under the ATM facility and to Poor Richard LLC, increasing the total outstanding share count.
• Great Elm Group, Inc. (Reporting Person): Its stake in Great Elm Capital Corp. has increased, potentially strengthening its influence and alignment with the Issuer's performance.

Key Dates

Keywords

Great Elm Capital Corp., Great Elm Group Inc., Schedule 13D, Beneficial Ownership, Shareholder Stake, Common Stock, Equity Dilution, ATM Facility, Poor Richard LLC