5. DEBT

Revolver

On May 5, 2021, the Company entered into a Loan, Guarantee and Security Agreement (the “Loan Agreement”) with City National Bank (“CNB”). The Loan Agreement provides for a senior secured revolving line of credit of up to $25 million (subject to a borrowing base as defined in the Loan Agreement). The Company may request to increase the revolving line in an aggregate amount not to exceed $25 million, which increase is subject to the sole discretion of CNB. On November 22, 2023, the Company amended the Loan Agreement to extend the maturity date of the revolving line from May 5, 2024 to May 5, 2027.

On August 13, 2025, the Company 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 the Company 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 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 December 31, 2025, there were no borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions. The Company has made customary representations and warranties and is required to comply with various affirmative and negative covenants, reporting requirements and other customary requirements for similar loan agreements. In addition, the Loan Agreement contains financial covenants requiring (i) net assets of not less than $80 million, (ii) asset coverage equal to or greater than 150% and (iii) bank asset coverage equal to or greater than 300%, in each case tested as of the last day of each fiscal quarter of the Company. Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

Unsecured Notes

On January 11, 2018, the Company issued $43.0 million in aggregate principal amount of 6.75% notes due 2025 (the “GECCM Notes”). On January 19, 2018 and February 9, 2018, the Company issued an additional $1.9 million and $1.5 million of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option. On September 12, 2024, we caused redemption notices to be issued to the holders of the GECCM Notes regarding the Company's exercise of its option to redeem, in whole, the issued and outstanding GECCM Notes. We redeemed all of the issued and outstanding GECCM Notes on October 12, 2024 at 100% of the principal amount plus accrued and unpaid interest thereon from September 30, 2024 through, but excluding, the redemption date, October 12, 2024.

On June 23, 2021, the Company issued $50 million in aggregate principal amount of 5.875% notes due 2026 (the “GECCO Notes”). On July 9, 2021, the Company issued an additional $7.5 million of the GECCO Notes upon full exercise of the underwriters’ over-allotment option. In December 2025, the Company repurchased $18.5 million of the outstanding principal on the GECCO Notes.

On August 16, 2023, the Company issued $40 million in aggregate principal amount of 8.75% notes due 2028 (the “GECCZ Notes”). On August 29, 2025, we caused redemption notices to be issued to the holders of the GECCZ Notes regarding the Company's exercise of its option to redeem $40.0 million aggregate principal amount of the issued and outstanding GECCZ Notes. We redeemed all of the issued and outstanding GECCZ Notes on September 30, 2025 at 100% of the principal amount plus accrued and unpaid interest thereon from July 1, 2025 through, but excluding, the redemption date, September 30, 2025.

On April 17, 2024, the Company issued $30.0 million in aggregate principal amount of 8.50% notes due 2029 (the “GECCI Notes”). On April 25, 2024, the Company 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.

On September 19, 2024, the Company issued $36.0 million in aggregate principal amount of 8.125% notes due 2029 (the “GECCH Notes”). On October 3, 2024, the Company issued an additional $5.4 million of the GECCH Notes upon full exercise of the underwriters' over-allotment option.

On September 11, 2025, the Company issued $50.0 million in aggregate principal amount of 7.75% notes due 2030 (the “GECCG Notes”). On October 2, 2025, we issued an additional $7.5 million of the GECCG Notes upon exercise of the underwriters’ over-allotment option.

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 to indebtedness under our Loan Agreement and any other future secured indebtedness that the Company 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. The Company pays interest on the unsecured 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 unsecured notes do not have the option to have the unsecured notes repaid prior to the stated maturity date. The unsecured notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company Statements of Assets and Liabilities. These deferred financing costs presented as a reduction to the Notes payable balance are being amortized into interest expense over the term of the Notes.

The Company may repurchase the Notes in accordance with the Investment Company Act and the rules promulgated thereunder.

Information about the Company’s senior securities (including debt securities and other indebtedness) is shown in the following table:

As of

 

Total Amount
Outstanding
(1)

 

 

Asset Coverage
Ratio Per Unit
(2)

 

 

Involuntary Liquidation
Preference Per Unit
(3)

 

Average Market
Value Per Unit
(4)

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

8.25% Notes due 2020

 

$

33,646

 

 

$

6,168

 

 

N/A

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

6.50% Notes due 2022 (“GECCL Notes”)

 

$

32,631

 

 

$

5,010

 

 

N/A

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

GECCL Notes

 

$

32,631

 

 

$

2,393

 

 

N/A

 

$

1.01

 

GECCM Notes

 

 

46,398

 

 

 

2,393

 

 

N/A

 

 

0.98

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

GECCL Notes

 

$

32,631

 

 

$

1,701

 

 

N/A

 

$

1.01

 

GECCM Notes

 

 

46,398

 

 

 

1,701

 

 

N/A

 

 

1.01

 

GECCN Notes

 

 

45,000

 

 

 

1,701

 

 

N/A

 

 

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

GECCL Notes

 

$

30,293

 

 

$

1,671

 

 

N/A

 

$

0.89

 

GECCM Notes

 

 

45,610

 

 

 

1,671

 

 

N/A

 

 

0.84

 

GECCN Notes

 

 

42,823

 

 

 

1,671

 

 

N/A

 

 

0.84

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

GECCM Notes

 

$

45,610

 

 

$

1,511

 

 

N/A

 

$

1.00

 

GECCN Notes

 

 

42,823

 

 

 

1,511

 

 

N/A

 

 

1.00

 

GECCO Notes

 

 

57,500

 

 

 

1,511

 

 

N/A

 

 

1.02

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

GECCM Notes

 

$

45,610

 

 

$

1,544

 

 

N/A

 

$

0.99

 

GECCN Notes

 

 

42,823

 

 

 

1,544

 

 

N/A

 

 

1.00

 

GECCO Notes

 

 

57,500

 

 

 

1,544

 

 

N/A

 

 

1.00

 

Revolving Credit Facility

 

 

10,000

 

 

 

1,544

 

 

N/A

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

GECCM Notes

 

$

45,610

 

 

$

1,690

 

 

N/A

 

$

0.99

 

GECCO Notes

 

 

57,500

 

 

 

1,690

 

 

N/A

 

 

0.96

 

GECCZ Notes

 

 

40,000

 

 

 

1,690

 

 

N/A

 

 

0.99

 

Revolving Credit Facility

 

 

-

 

 

 

1,690

 

 

N/A

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

GECCO Notes

 

$

57,500

 

 

 

1,697

 

 

N/A

 

$

0.99

 

GECCZ Notes

 

 

40,000

 

 

 

1,697

 

 

N/A

 

 

1.01

 

GECCI Notes

 

 

56,500

 

 

 

1,697

 

 

N/A

 

 

1.01

 

GECCH Notes

 

 

41,400

 

 

 

1,697

 

 

N/A

 

 

1.00

 

Revolving Credit Facility

 

 

-

 

 

 

1,697

 

 

N/A

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

GECCO Notes

 

$

38,983

 

 

$

1,581

 

 

N/A

 

$

1.01

 

GECCI Notes

 

 

56,500

 

 

 

1,581

 

 

N/A

 

 

1.01

 

GECCH Notes

 

 

41,400

 

 

 

1,581

 

 

N/A

 

 

1.00

 

GECCG Notes

 

 

57,500

 

 

 

1,581

 

 

N/A

 

 

1.00

 

Revolving Credit Facility

 

 

-

 

 

 

1,581

 

 

N/A

 

 

-

 

 

(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
Asset coverage per unit is the ratio of the carrying value of Great Elm’s total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(3)
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.
(4)
The average market value per unit for the Notes, as applicable, is based on the average daily prices of such Notes and is expressed per $1 of indebtedness.

The terms of the unsecured notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as trustee (as supplemented with respect to each series of notes, the “Indenture”). The Indenture’s covenants include restrictions on certain activities in the event the Company falls below the minimum asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act, as well as covenants requiring the Company to provide financial information to the holders of the Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the Indenture. The Investment Company Act limits, with certain exceptions, the Company’s borrowing such that its asset coverage ratio, as defined in the Investment Company Act, is at least 1.5 to 1 after such borrowing.

As of December 31, 2025, the Company’s asset coverage ratio was approximately 158.1%.

As of December 31, 2025 and 2024, the Company was in compliance with all covenants under the indenture.

For the years ended December 31, 2025, 2024 and 2023, the components of interest expense were as follows:

 

 

For the Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Borrowing interest expense

 

$

15,626

 

 

$

13,386

 

 

$

10,115

 

Amortization of deferred offering costs

 

 

1,757

 

 

 

1,413

 

 

 

1,268

 

Deferred offering costs expensed at time of redemption

 

 

1,022

 

 

 

83

 

 

 

359

 

Total

 

$

18,405

 

 

$

14,882

 

 

$

11,742

 

Weighted average interest rate

 

 

9.00

%

 

 

8.28

%

 

 

7.75

%

Average outstanding balance

 

$

204,394

 

 

$

179,688

 

 

$

151,471

 

The fair value of the Company’s Notes are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.

 

 

December 31, 2025

 

Facility

 

Commitments

 

 

Borrowings
Outstanding

 

 

Fair
Value

 

Unsecured Debt - GECCO Notes

 

$

38,983

 

 

$

38,983

 

 

$

38,983

 

Unsecured Debt - GECCI Notes

 

 

56,500

 

 

 

56,500

 

 

 

56,776

 

Unsecured Debt - GECCH Notes

 

 

41,400

 

 

 

41,400

 

 

 

41,648

 

Unsecured Debt - GECCG Notes

 

 

57,500

 

 

 

57,500

 

 

 

57,562

 

Total

 

$

194,383

 

 

$

194,383

 

 

$

194,969

 

 

 

 

December 31, 2024

 

Facility

 

Commitments

 

 

Borrowings
Outstanding

 

 

Fair
Value

 

Unsecured Debt - GECCO Notes

 

$

57,500

 

 

$

57,500

 

 

$

57,017

 

Unsecured Debt - GECCZ Notes

 

 

40,000

 

 

 

40,000

 

 

 

40,360

 

Unsecured Debt - GECCI Notes

 

 

56,500

 

 

 

56,500

 

 

 

56,988

 

Unsecured Debt - GECCH Notes

 

 

41,400

 

 

 

41,400

 

 

 

41,317

 

Total

 

$

195,400

 

 

$

195,400

 

 

$

195,682

 

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 10, 2025
2023Feb 29, 2024
2022Mar 2, 2023

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.