[Form 4] Great Elm Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adam M. Kleinman, President and director of Great Elm Group, Inc. (ticker: GEGGL), reported two transactions in common stock in September 2025. On September 19, 2025 he was awarded 22,977 restricted shares, one-quarter of which vested immediately and the remainder vest in equal annual installments on September 20th each year through September 20, 2028, contingent on continued employment.

On September 23, 2025 the form reports a net share settlement of 18,313 restricted shares in connection with vesting, reported at a price of $2.80. Following the September 19 award his beneficial ownership was reported as 603,707 shares, and after the September 23 transaction his holdings were reported as 585,394 shares. The filing states the net settlement is exempt under Rule 16b-3.

Positive

• Restricted stock award of 22,977 shares granted, increasing reported beneficial ownership to 603,707 shares
• One-quarter vested immediately on grant date, providing immediate alignment with the company

Negative

• Net settlement of 18,313 shares on 09/23/2025 reduced reported holdings to 585,394 shares
• Transaction recorded at $2.80 per share, indicating shares were disposed of in the net settlement

Insights

Corporate Governance Expert

TL;DR: Routine insider equity award with standard multi-year vesting and subsequent net share settlement for vested awards.

The filing shows a common executive compensation pattern: a restricted stock grant with immediate partial vesting and scheduled annual vesting through 2028, aligning future compensation with continued service. The net share settlement of vested awards on September 23, 2025 reduced reported beneficial ownership from 603,707 to 585,394 shares; the filing cites Rule 16b-3 exemption for such settlements. This disclosure is administrative and customary for executives receiving restricted stock.

Securities Analyst

TL;DR: Transactions are administrative and non-cash in nature; limited immediate market impact disclosed.

The reported award of 22,977 restricted shares (9/19/2025) and the net settlement of 18,313 shares (9/23/2025) change the insider's reported stake from 603,707 to 585,394 shares. The 9/23 transaction is recorded at $2.80 per share; the form does not present cash proceeds or reason beyond being an exempt net settlement under Rule 16b-3. For investors, these are routine insider compensation entries rather than signals of material corporate events.

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

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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^*

Kleinman Adam M

(Last) (First) (Middle)

C/O GREAT ELM GROUP, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		A		22,977(1)	A	$0	603,707	D
Common Stock	09/23/2025		F		18,313(2)	D	$2.8	585,394	D

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. Mr. Kleinman was awarded 22,977 shares of restricted stock, one-quarter of which vested on the grant date, September 19, 2025, and the remainder of which vest in equal annual installments on September 20th of each year until September 20, 2028, contingent on continued employment by Great Elm Group, Inc.

2. Reflects the net share settlement of awards of restricted stock in connection with vesting thereof that is exempt pursuant to Rule 16b-3.

	/s/ Adam M. Kleinman	09/23/2025
	** 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).
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FAQ

Who filed this Form 4 for Great Elm Group (GEGGL)?

The Form 4 was filed by Adam M. Kleinman, identified as President and a director of Great Elm Group, Inc.

What equity award did Adam M. Kleinman receive on 09/19/2025?

He was awarded 22,977 restricted shares, with one-quarter vesting immediately and the remainder vesting annually through 09/20/2028, contingent on continued employment.

What happened on 09/23/2025 in this filing?

A net share settlement of 18,313 restricted shares was reported, recorded at $2.80 per share; the filing states this settlement is exempt under Rule 16b-3.

How did these transactions change Kleinman's reported holdings?

Reported beneficial ownership moved from 603,707 shares after the 9/19 award to 585,394 shares after the 9/23 net settlement.

Are these transactions described as contingent on anything?

Yes. The remaining restricted shares vest annually contingent on continued employment through 09/20/2028.