Material Agreement (Form 8-K)

On September 4, 2025, Great Elm Capital Corp. (the "Company") and Great Elm Capital Management, LLC (the "Adviser") entered into an Underwriting Agreement (the "Underwriting Agreement") with Lucid Capital Markets, LLC as representative of the several underwriters named in Exhibit A thereto (the "Underwriters"), relating to the offering and sale (the "Offering") of $50,000,000 million aggregate principal amount of 7.75% notes due 2030 (the "Notes"), plus up to an additional $7,500,000 million aggregate principal amount of the Notes that may be issued in the future pursuant to the underwriters' exercise of an over-allotment option (the "Offering"). The underwriters' over-allotment option expires at 11:59 p.m. on October 4, 2025. The Company intends to list the Notes on The Nasdaq Global Market under the trading symbol "GECCG."

The Offering is being made pursuant to the Company's effective shelf registration statement on Form N-2 (including a prospectus) (File No. 333-283503), as amended, as supplemented by a preliminary prospectus supplement dated September 4, 2025, the pricing term sheet dated September 4, 2025 and a final prospectus supplement dated September 4, 2025. The Offering is expected to close on September 11, 2025.

Lucid Capital Markets, LLC and Piper Sandler & Co. are acting as joint book-running managers for the offering. Clear Street LLC, InspereX LLC and Janney Montgomery Scott LLC are acting as co-managers for the offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.

The Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.