[Form 3/A] Great Elm Group, Inc. Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Primary capital infusion: $9,000,000 was invested via purchase of 4,000,000 shares
• Committed long‑dated warrants: 2,000,000 total warrant coverage extends potential additional capital through 2038
• Clear reporting of control: Beneficial ownership and voting power attributed to Randall D. Smith via Woodstead

Negative

• Potential dilution: Exercise of 2,000,000 warrants would increase outstanding shares if exercised
• Staggered exercise windows create multi‑year uncertainty on dilution timing (08/27/2026 and 08/27/2028)

Insights

Capital Markets Analyst

New strategic investor acquired equity plus long‑dated warrants, creating potential financing and dilution pathways.

The transaction shows Woodstead Value Fund purchased $9,000,000 for 4,000,000 primary shares and holds two warrants totaling 2,000,000 underlying shares with staggered exercisability in 2026 and 2028

This structure supplies near‑term capital retention for the issuer while creating potential dilution if warrants are exercised; monitor outstanding share count and exercise activity through 2038 for total dilution timing and magnitude.

Corporate Governance Specialist

Reporting clarifies beneficial ownership and voting control through an investment vehicle.

The filing discloses that Randall D. Smith owns 100% of interests in Woodstead and therefore shares voting and dispositive power over the reported securities, which is material for board and shareholder influence assessments.

Investors should note the amendment adds Woodstead as a reporting person and confirms the ownership structure; review subsequent Section 16 filings for changes in holdings or exercises that affect governance stakes.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Woodstead Value Fund LP

(Last) (First) (Middle)

500 FRANK W BURR BLVD

SUITE 720

(Street)

TEANECK NJ 07666

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2025

3. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,875,942(1)(2)	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	(3)	(3)	Common Stock	1,000,000(3)	$3.5	D(1)(3)
Warrant (Right to Buy)	(4)	(4)	Common Stock	1,000,000(4)	$5	D(1)(4)

Explanation of Responses:

1. Randall D. Smith is the beneficial owner of 100% of the interests in Woodstead Value Fund, L.P. ("WVF"), and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. Each Reporting Person disclaims beneficial ownership over any securities other than to the extent of any pecuniary interest it or he may have therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

2. Includes 4,000,000 shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), acquired by WVF from the Issuer at a purchase price of $2.25 per share for an aggregate purchase price of $9,000,000 in a private placement transaction pursuant to a Securities Purchase Agreement, dated August 27, 2025 (the "SPA").

3. Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $3.50 per share (the "Series A Warrant"). The Series A Warrant may be exercised on or after the one-year anniversary from the original issuance date, which is August 27, 2026 (the "Series A Warrant Exercisability Date"). The Series A Warrant expires on the tenth anniversary of the Series A Warrant Exercisability Date, which is August 27, 2036.

4. Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $5.00 per share (the "Series B Warrant"). The Series B Warrant may be exercised on or after the three-year anniversary from the original issuance date, which is August 27, 2028 (the "Series B Warrant Exercisability Date"). The Series B Warrant expires on the tenth anniversary of the Series B Warrant Exercisability Date, which is August 27, 2038.

Remarks:

This amendment is being filed to include Woodstead Value Fund, L.P., the direct owner of the securities reported herein, as a Reporting Person. Woodstead Value Fund, L.P. was not included on the original Form 3 due to a delay in obtaining EDGAR codes from the U.S. Securities and Exchange Commission.

	/s/ Thomas Del Bosco, as Vice President, Secretary and Treasurer of Woodstead Investment Associates, LLC, General Partner of Woodstead Value Fund, L.P.	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What stake did Woodstead Value Fund acquire in Great Elm Group (GEG)?

Woodstead Value Fund acquired 4,000,000 common shares in a private placement plus holds additional reported shares, totaling 4,875,942 shares beneficially owned.

How much did Woodstead pay for its shares in GEG?

Woodstead paid $2.25 per share for 4,000,000 shares, totaling $9,000,000.

What warrants did Woodstead receive with the purchase?

Woodstead received two warrants: a Series A for 1,000,000 shares at $3.50 exercisable on or after 08/27/2026, and a Series B for 1,000,000 shares at $5.00 exercisable on or after 08/27/2028.

Who controls the voting power for the reported securities?

The filing states Randall D. Smith holds 100% of the interests in Woodstead and shares voting and dispositive power over the securities held by Woodstead.

Why was this filing amended?

The amendment adds Woodstead Value Fund, L.P. as a Reporting Person after a delay obtaining EDGAR codes; it does not change the transaction economics disclosed.