GEG announces board retirement; no disagreement cited

Rhea-AI Filing Summary

Great Elm Group (GEG) reported a planned board transition. Director James H. Hugar will retire and not stand for re-election at the Company’s 2025 annual meeting of stockholders. He will continue to serve as a director until the date of that meeting.

The Company stated that Mr. Hugar’s decision is not due to any disagreement regarding operations, policies, or procedures. Chairman and CEO Jason Reese thanked Mr. Hugar for his accounting expertise and contributions as Great Elm transitioned to a focused alternative asset manager.

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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 13, 2025

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Great Elm Group, Inc.
(Exact name of Registrant as Specified in Its Charter)

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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 13, 2025, James H. Hugar notified Great Elm Group, Inc. (the “Company”) of his decision to retire and not to stand for re-election at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Mr. Hugar will continue to serve as a director until the date of the 2025 Annual Meeting.

Mr. Hugar’s decision is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures. “Jay’s accounting expertise has been extremely valuable in the Company’s transition to a focused alternative asset manager and we appreciate his many contributions to the Company over the past five years,” said Jason Reese, our Chairman and CEO.

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 17, 2025	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

FAQ

What did Great Elm Group (GEG) announce in this 8-K?

The Company disclosed that director James H. Hugar will retire and not stand for re-election at the 2025 annual meeting.

When will James H. Hugar leave the GEG board?

He will continue serving as a director until the date of the 2025 annual meeting of stockholders.

Did James H. Hugar’s decision involve any disagreement with GEG?

No. The Company stated his decision is not due to any disagreement on operations, policies, or procedures.

How did GEG leadership characterize Hugar’s contributions?

Chairman and CEO Jason Reese highlighted Hugar’s accounting expertise and contributions during GEG’s shift to a focused alternative asset manager.

What securities does GEG list on Nasdaq?

GEG lists Common stock (GEG) and 7.25% Notes due 2027 (GEGGL) on the Nasdaq Global Select Market.