Great Elm Group (NASDAQ: GEG) director granted stock in lieu of cash

Rhea-AI Filing Summary

Great Elm Group, Inc. director David Matter reported receiving two grants of restricted common stock on January 8, 2026. He was awarded 26,531 shares of restricted stock and a separate grant of 30,612 shares, which he elected to receive in lieu of a cash retainer. Both grants vest in equal quarterly installments at the end of each quarter from March 31, 2026 through December 31, 2026, and require his continued service on the board. Following these awards, he beneficially owns 539,377 shares of Great Elm Group common stock directly.

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^*

Matter David

(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)
01/08/2026

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	01/08/2026		A		26,531	A	$0	508,765	D(1)
Common Stock	01/08/2026		A		30,612	A	$0	539,377	D(2)

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 26,531 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026 through December 31, 2026, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG").

2. The Reporting Person was awarded 30,612 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026 through December 31, 2026, contingent upon continued service as a member of the board of directors of GEG. These shares were awarded at the Reporting Person's election in lieu of a cash retainer.

	/s/ Adam M. Kleinman, attorney-in-fact	01/12/2026
	** 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.
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FAQ

Who reported the insider transaction in Great Elm Group (GEG)?

The reporting person is David Matter, who serves as a director of Great Elm Group, Inc.

What type of securities did David Matter receive from Great Elm Group (GEG)?

He received grants of restricted common stock of Great Elm Group, Inc.

How many Great Elm Group (GEG) shares were granted to David Matter?

He was awarded 26,531 shares of restricted stock in one grant and 30,612 shares of restricted stock in a second grant.

What are the vesting terms of David Matter’s restricted stock in Great Elm Group (GEG)?

Both restricted stock awards vest in equal quarterly installments at the end of each quarter from March 31, 2026 through December 31, 2026, contingent on his continued service on the board.

Did David Matter receive any Great Elm Group (GEG) shares in lieu of cash?

Yes. The grant of 30,612 restricted shares was awarded at his election in lieu of a cash retainer for board service.

How many Great Elm Group (GEG) shares does David Matter own after these grants?

After the reported transactions, David Matter beneficially owns 539,377 shares of Great Elm Group common stock directly.