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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2026
____________________________
Great Elm Group, Inc.
(Exact name of Registrant as Specified in Its
Charter)
____________________________
| Delaware |
001-39832 |
85-3622015 |
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.) |
|
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL |
|
33410 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (617) 375-3006
____________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of
each class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| Common stock, par value $0.001 per share |
GEG |
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
| 7.25% Notes due 2027 |
GEGGL |
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2026, Eric Scheyer notified the Board of Directors (the
“Board”) of Great Elm Group, Inc. (the “Company”) of his decision not to stand for re-election to the Board at
the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Mr. Scheyer will continue to serve as
a director until the date of the 2026 Annual Meeting. The Board expresses its sincere gratitude to Mr. Scheyer for his valued insights
and meaningful contributions during his tenure.
Mr. Scheyer’s decision is not to the result of any disagreement
with the Company on any matter relating to its operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GREAT ELM GROUP, INC. |
| |
|
| Date: October 23, 2026 |
By: |
/s/ Keri A. Davis |
| |
Name: |
Keri A. Davis |
| |
Title: |
Chief Financial Officer |
