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Great Elm Group (GEG) awards director 59,408 restricted stock shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Schwartz David W. reported acquisition or exercise transactions in this Form 4 filing.

Great Elm Group, Inc. director David W. Schwartz reported two equity compensation awards totaling 59,408 shares of restricted Common Stock on January 8, 2026. The awards vest in equal quarterly installments from March 31, 2026 through December 31, 2026, contingent on his continued service on the board.

One 32,877-share restricted stock award was elected in lieu of a cash retainer. Following these grants, he directly holds 659,408 shares of Great Elm Group Common Stock.

Positive

  • None.

Negative

  • None.
Insider Schwartz David W.
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 26,531 $0.00 $0.00
Grant/Award Common Stock 32,877 $0.00 $0.00
Holdings After Transaction: Common Stock — 659,408 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. The Reporting Person was awarded 32,877 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.
Restricted stock award 1 26,531 shares Restricted stock awarded, vesting in equal quarterly installments from March 31, 2026 through December 31, 2026, contingent on continued board service
Restricted stock award 2 32,877 shares Restricted stock awarded at the director’s election in lieu of a cash retainer, vesting quarterly March 31, 2026 through December 31, 2026
Total restricted stock granted 59,408 shares Combined size of the two restricted stock awards reported on January 8, 2026
Post-transaction Common Stock holdings 659,408 shares Common Stock directly held by David W. Schwartz after the reported grants
restricted stock financial
"was awarded 26,531 shares of restricted stock, which vest in equal quarterly installments"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
cash retainer financial
"These shares were awarded at the Reporting Person's election in lieu of a cash retainer."
equal quarterly installments financial
"which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026"

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FAQ

What stock awards did GEG director David W. Schwartz receive on January 8, 2026?
On January 8, 2026, David W. Schwartz received two restricted stock awards totaling 59,408 Common Stock shares, in blocks of 26,531 and 32,877. Both awards vest in equal quarterly installments from March 31, 2026 through December 31, 2026, subject to continued board service.

How do the new restricted stock awards for GEG’s David W. Schwartz vest?
Both restricted stock awards to David W. Schwartz vest in equal quarterly installments from March 31, 2026 through December 31, 2026. Vesting is contingent on his continued service as a member of Great Elm Group’s board of directors for the full vesting period.

Did GEG’s David W. Schwartz take any compensation in stock instead of cash?
Yes. One restricted stock award of 32,877 shares was granted at David W. Schwartz’s election in lieu of a cash retainer. This converts part of his director cash compensation into equity, aligning a portion of his pay directly with Great Elm Group’s Common Stock.

What is David W. Schwartz’s total direct Common Stock holding in GEG after these awards?
After the reported restricted stock awards, David W. Schwartz directly holds 659,408 shares of Great Elm Group Common Stock. This post-transaction balance reflects his direct ownership position as a director following the January 8, 2026 equity grants disclosed.

Were the January 2026 GEG stock awards to David W. Schwartz market purchases or grants?
The January 2026 transactions for David W. Schwartz were grants of restricted stock, not market purchases. They were reported with transaction code “A” for awards, carried a per-share price of $0.0000, and represent equity compensation rather than open-market buying activity.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Schwartz David W.
(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 $0 626,531 D(1)
Common Stock 01/08/2026 A 32,877 A $0 659,408 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 32,877 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.
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.

Source: View Original Filing on SEC EDGAR