Great Elm Group Inc SEC Filings

Great Elm Group (GEG) set its 2025 Annual Stockholders’ Meeting for December 5, 2025 at 8:30 a.m. EST, to be held virtually. Stockholders of record at the close of business on October 10, 2025 can attend and vote.

Four items are on the ballot: elect eight directors (with James H. Hugar retiring), ratify Deloitte as independent auditor, an advisory “say‑on‑pay” vote, and approval of the 2025 Long‑Term Incentive Compensation Plan. The equity plan would authorize up to 5,000,000 shares for future awards, replacing the 2016 plan for new grants after approval. Based on the $2.42 closing price on the record date, the board cites an aggregate market value of about $12.1 million for the requested shares. The board recommends voting FOR all proposals.

Auditor context: the audit committee appointed Deloitte for the fiscal year ended June 30, 2025 following Grant Thornton’s dismissal in September 2024; the company reports no disagreements or reportable events. Audit fees were $576,000 for 2025 (Deloitte) and $568,000 for 2024 (Grant Thornton). Shares outstanding were 33,348,987 as of the record date.

Woodstead Value Fund L.P. disclosed ownership of 4,875,942 shares of Great Elm Group, Inc. (GEG), consisting of 4,000,000 shares purchased in a private placement at $2.25 per share for an aggregate $9,000,000, plus 875,942 additional shares and warrants. The filing shows two warrants: a Series A warrant for 1,000,000 shares at an exercise price of $3.50 exercisable on or after 08/27/2026 (expires 08/27/2036), and a Series B warrant for 1,000,000 shares at an exercise price of $5.00 exercisable on or after 08/27/2028 (expires 08/27/2038). Randall D. Smith is identified as the 100% interest holder in Woodstead, which holds voting and dispositive power over the reported securities. This Form 3/A amends an earlier filing to add Woodstead as a reporting person.

Great Elm Group, Inc. reporting person Keri Davis, the company's Chief Financial Officer, received a grant of 9,191 shares of restricted common stock on September 19, 2025. One-quarter of the grant (2,298 shares) vested immediately on the grant date; the remaining shares vest in equal annual installments on September 20 of each year through September 20, 2028, contingent on continued employment. Following the September 19 grant, Ms. Davis was recorded as beneficially owning 48,854 shares. On September 23, 2025, there was a net share settlement in connection with vesting that resulted in a reported disposition of 5,418 shares at a price of $2.80 per share, leaving 43,436 shares beneficially owned after the transaction.

Adam M. Kleinman, President and director of Great Elm Group, Inc. (ticker: GEGGL), reported two transactions in common stock in September 2025. On September 19, 2025 he was awarded 22,977 restricted shares, one-quarter of which vested immediately and the remainder vest in equal annual installments on September 20th each year through September 20, 2028, contingent on continued employment.

On September 23, 2025 the form reports a net share settlement of 18,313 restricted shares in connection with vesting, reported at a price of $2.80. Following the September 19 award his beneficial ownership was reported as 603,707 shares, and after the September 23 transaction his holdings were reported as 585,394 shares. The filing states the net settlement is exempt under Rule 16b-3.

Nichole Milz, Chief Operating Officer and director of Great Elm Group, Inc. (GEGGL), reported two equity transactions in September 2025. On September 19, 2025 she was awarded 36,764 shares of restricted common stock, with one-quarter vesting immediately and the remainder vesting in equal annual installments each September 20 through 2028, contingent on continued employment. That award increased her beneficial holdings to 213,111 shares. On September 23, 2025 she had a net share settlement of 18,227 restricted shares at a reported price of $2.80 per share, reducing her beneficial ownership to 194,884 shares.

Great Elm Group, Inc. filed a Form 4 reporting changes in beneficial ownership of Great Elm Capital Corp. (ticker: GECC) stock held directly by the reporting entity, which is identified as a Director. On 09/19/2025 Great Elm Group reported a disposition of 16,612 shares and, on 09/20/2025, a disposition of 63,189 shares. Both transactions are coded J(1) and show a price of $0, reflecting delivery of shares as compensation to employees upon vesting of awards. Share totals after each transaction are reported as 1,421,467 and 1,358,278 shares, respectively. The form is signed by an attorney-in-fact on 09/23/2025.

Great Elm Group, Inc. director and Chief Executive Officer Jason W. Reese was awarded 183,823 restricted shares of Common Stock on September 20, 2025. Twenty-five percent of the award vested immediately on the grant date, with the remaining 75% vesting in three equal annual installments on September 20 of 2026, 2027 and 2028. Mr. Reese serves as portfolio manager to Long Ball Partners, LLC and is Chairman & CEO of Imperial Capital Asset Management, LLC, which together with Long Ball and Imperial Capital Group Holdings II, LLC hold a total of 6,379,646 shares of Common Stock (5,009,662; 909,084; and 460,900 shares respectively). The Form 4 reports Mr. Reeses direct beneficial ownership following the grant as 1,176,942 shares. Each reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The award was reported as having a price of $0.00.

Great Elm Group Schedule 13D/A amendment describes ownership and a forbearance agreement affecting convertible notes. Reporting persons include Imperial Capital Asset Management (ICAM), Long Ball Partners, Imperial Capital Group Holdings II and CEO Jason Reese, who together report significant stakes in the issuer.

Long Ball holds $8,333,667 of 5.0% Convertible Senior PIK Notes due 2030 that, if not forborne, would convert into 2,400,111 shares. Long Ball agreed to forbear from converting those notes until November 10, 2026, so those shares are excluded from current beneficial ownership calculations. Ownership disclosures are based on 32,996,787 shares outstanding; Jason Reese beneficially owns 7,372,765 shares (22.3%), ICAM 5,918,746 (17.9%), Long Ball 5,009,662 (15.2%), and ICGH2 460,900 (1.4%).