Great Elm Group (GEG) Form 4 Reports 10,220 Restricted Stock Grant to Director

Rhea-AI Filing Summary

Great Elm Group director Nathan Lloyd was awarded 10,220 shares of restricted common stock on 09/08/2025. The award vests in two equal installments contingent on continued board service: one on 09/30/2025 and one on 12/31/2025. The shares were issued at no cash price and increase Mr. Lloyd's beneficial ownership to 22,817 shares following the grant. The filing is a standard Section 16 disclosure reporting a non-cash equity award to an insider that vests over two quarterly dates.

Positive

• Director aligned with shareholders via restricted stock that vests over time
• Clear vesting schedule with two defined installment dates (09/30/2025 and 12/31/2025)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR The filing reports a routine restricted stock grant to a director with time-based vesting and no cash purchase price.

This disclosure is a common practice for compensating board members and aligns the director's interests with shareholders through equity ownership. The award vests in two installments subject to continued service, which is a typical retention mechanism. There are no exercise prices, derivative instruments, or immediate cash proceeds, and the change is not a dilutive financing event disclosed here.

Securities Compliance Analyst

TL;DR Section 16 reporting appears complete and timely, showing a non-derivative grant and updated beneficial ownership.

The Form 4 lists the transaction date, grant amount, vesting schedule, and updated beneficial ownership, satisfying basic disclosure requirements. The filing was signed by an attorney-in-fact on 09/09/2025. No additional amendments or corrective disclosures are indicated in the document provided.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nathan Lloyd

(Last) (First) (Middle)

3801 PGA BOULEVARD

SUITE 603

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/08/2025		A		10,220	A	$0	22,817	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was awarded 10,220 shares of restricted stock, which vest in two equal installments on each quarter end date of September 30, 2025 and December 31, 2025, in each case, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG").

	/s/ Adam M. Kleinman, attorney-in-fact	09/09/2025
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Nathan Lloyd report on Form 4 for GEG?

He was awarded 10,220 restricted shares of Great Elm Group common stock on 09/08/2025, increasing beneficial ownership to 22,817 shares.

When do the restricted shares granted to Nathan Lloyd vest?

The shares vest in two equal installments on 09/30/2025 and 12/31/2025, contingent on continued board service.

Did Nathan Lloyd pay for the awarded shares?

No purchase price was reported; the Form 4 shows the grant price as $0.

Does this Form 4 involve any derivative securities or options?

No; the filing reports only non-derivative restricted common stock and shows no options or other derivative instruments.

Was the Form 4 signed and when?

Yes; the filing bears a signature by an attorney-in-fact, dated 09/09/2025.