Business Context and Reporting Period
This Form 8-K Current Report is filed by Great Elm Capital Corp. (GECC) on March 02, 2026. The filing primarily addresses the departure of a director and the appointment of a new Executive Chairman, alongside the furnishing of an earnings press release for the period ended December 31, 2025.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are referenced as being contained within the press release furnished as Exhibit 99.1, which is not included in the provided text.
Material Changes
- Board Resignation: Matthew A. Drapkin resigned from the Board of Directors and his position as Chairman, effective immediately following the filing of the Form 10-K for the period ended December 31, 2025. The resignation was not due to any disagreement with the Company.
- Board Appointment: Jason W. Reese was appointed to fill the vacancy, serving as a Class II director and Executive Chairman of the Board. His term expires at the 2027 annual meeting of stockholders.
- Compensation: Mr. Reese will not receive compensation from the Company for his service on the Board.
Outlook, Risks, and Management Commentary
The filing notes that Mr. Reese brings extensive experience in capital markets, having served as Co-Founder, Chairman, and CEO of Imperial Capital Asset Management, LLC, and as CEO and Chairman of Great Elm Group, Inc. (GEG). GEG owns approximately 9.7% of the Company's common stock. The filing explicitly states that the information furnished, including the earnings press release, is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not subject to the liabilities of that section.
Investor Verification Checklist
- Review the full text of the Earnings Press Release (Exhibit 99.1) to obtain specific financial results for the period ended December 31, 2025.
- Verify the effective date of Matthew A. Drapkin's resignation relative to the filing of the Form 10-K.
- Confirm the extent of related party transactions between the Company, Great Elm Group, Inc., and Imperial Capital Asset Management, LLC.
- Monitor future filings for any committee assignments for the newly appointed Executive Chairman, Jason W. Reese.