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

Rhea-AI Filing Summary

Randall D. Smith reported indirect ownership of 4,875,942 shares of Great Elm Group, Inc. through Woodstead Value Fund, L.P., stemming from a private placement dated 08/27/2025. WVF purchased 4,000,000 shares at $2.25 per share for $9,000,000. In addition, WVF holds two warrants each to buy 1,000,000 shares: a Series A Warrant exercisable on or after 08/27/2026 at $3.50 (expiring 08/27/2036) and a Series B Warrant exercisable on or after 08/27/2028 at $5.00 (expiring 08/27/2038). The reporting person is identified as a director and filed the Form 3 on 09/08/2025.

Positive

• Private placement purchase of 4,000,000 shares at $2.25 per share totaling $9,000,000 provides clear capital infusion to the issuer.
• Two warrants for 1,000,000 shares each give WVF structured upside with exercisability dates in 2026 and 2028, aligning long-term investor interest.
• Full disclosure by a director improves transparency about insider-linked institutional ownership.

Negative

• Potential dilution of up to 2,000,000 shares if both warrants are exercised, which could affect existing shareholders' ownership percentages.
• Indirect ownership structure (held by WVF) requires investors to rely on the fund's voting/disposition decisions rather than direct reporting by the issuer.

Insights

Financial Analyst

TL;DR: Significant private placement and two long-dated warrants give Woodstead a meaningful economic position in GEG.

The report shows Woodstead Value Fund acquired 4,000,000 common shares at $2.25 per share and holds two warrants for 1,000,000 shares each, creating potential upside exposure if the share price exceeds $3.50 or $5.00 at exercise. The combined reported position of 4,875,942 shares plus up to 2,000,000 underlying shares via warrants represents a sizeable stake in absolute terms disclosed here and could influence supply-demand dynamics should warrants be exercised or shares be sold. The structure—private placement plus staged exercisability—indicates a long-term investment posture by WVF, as reflected in multi-year lockup before warrant exercisability.

Corporate Governance Expert

TL;DR: Director-level reporting of indirect ownership is routine but important for transparency and potential governance influence.

Randall D. Smith is reported as a director and the beneficial owner of 100% of interests in WVF, which holds the shares and warrants. The Form 3 discloses indirect ownership and includes the customary disclaimer of direct beneficial ownership beyond pecuniary interest. From a governance perspective, disclosure clarifies potential conflicts and voting power; however, the filing does not state voting agreements or board changes. The information improves shareholder visibility into insider-aligned institutional ownership but does not by itself indicate governance actions.

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^*

SMITH RANDALL D

(Last) (First) (Middle)

C/O WOODSTEAD VALUE FUND, L.P.

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)

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)	I	By Woodstead Value Fund, L.P.(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	I	By Woodstead Value Fund, L.P.(1)(3)
Warrant (Right to Buy)	(4)	(4)	Common Stock	1,000,000(4)	$5	I	By Woodstead Value Fund, L.P.(1)(4)

Explanation of Responses:

1. The securities are held by Woodstead Value Fund, L.P. ("WVF"). The Reporting Person is the beneficial owner of 100% of the interests in WVF, and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. The Reporting Person disclaims beneficial ownership over any securities owned by WVF other than to the extent of any pecuniary interest 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.

	/s/ Randall D. Smith	09/08/2025
	** 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 did Randall D. Smith report on Form 3 for Great Elm Group (GEG)?

The Form 3 reports indirect ownership of 4,875,942 shares through Woodstead Value Fund, L.P., including a 4,000,000 share private placement and two warrants for 1,000,000 shares each.

How much did Woodstead Value Fund pay for the private placement shares in GEG?

WVF purchased 4,000,000 shares at $2.25 per share for an aggregate purchase price of $9,000,000 under a Securities Purchase Agreement dated 08/27/2025.

What are the terms of the warrants acquired by WVF in the transaction?

The Series A Warrant covers 1,000,000 shares at $3.50, exercisable on or after 08/27/2026 and expiring 08/27/2036. The Series B Warrant covers 1,000,000 shares at $5.00, exercisable on or after 08/27/2028 and expiring 08/27/2038.

What is the relationship of the reporting person to Great Elm Group (GEG)?

The reporting person, Randall D. Smith, is identified as a Director of Great Elm Group and beneficial owner of 100% of interests in Woodstead Value Fund, L.P.

When was the Form 3 filed and when did the underlying event occur?

The transaction date is 08/27/2025 and the Form 3 bears the reporting person's signature dated 09/08/2025.