Great Elm Group (GEG) director awarded restricted stock in fee election

Rhea-AI Filing Summary

Great Elm Group director Eric J. Scheyer reported receiving two grants of restricted common stock. On January 8, 2026 he was awarded 26,531 restricted shares and a separate award of 30,612 restricted shares, both at a price of $0 per share.

Each grant vests in equal quarterly installments at the end of each quarter from March 31, 2026 through December 31, 2026, as long as he continues serving on Great Elm Group’s board of directors. The second grant of 30,612 shares was taken at his election in lieu of a cash retainer. After these awards, he beneficially owned 478,862 shares of Great Elm Group common stock in direct form.

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^*

Scheyer Eric J

(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	448,250	D(1)
Common Stock	01/08/2026		A		30,612	A	$0	478,862	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

What insider transaction did Great Elm Group (GEG) report for Eric J. Scheyer?

Director Eric J. Scheyer reported two awards of Great Elm Group common stock on January 8, 2026, both coded as acquisitions of non-derivative securities.

How many Great Elm Group shares did Eric J. Scheyer receive in the latest Form 4?

He received 26,531 restricted shares in one award and 30,612 restricted shares in a second award, all of Great Elm Group common stock.

What is the vesting schedule for Eric J. Scheyer’s new Great Elm Group restricted stock?

The 26,531 and 30,612 restricted shares each vest in equal quarterly installments at the end of every quarter from March 31, 2026 through December 31, 2026, contingent on his continued board service.

Were any of Eric J. Scheyer’s Great Elm Group awards taken in lieu of cash?

Yes. The footnotes state the 30,612 restricted shares were awarded at his election in lieu of a cash retainer for serving on the board.

What was the reported price per share for Eric J. Scheyer’s Great Elm Group stock awards?

Both restricted stock awards were reported at a price of $0 per share, reflecting stock grants rather than open market purchases.

How many Great Elm Group shares does Eric J. Scheyer beneficially own after these grants?

Following the reported transactions, Eric J. Scheyer beneficially owned 478,862 shares of Great Elm Group common stock in direct ownership.

What is Eric J. Scheyer’s relationship to Great Elm Group?

He is a director of Great Elm Group, Inc., as indicated by the relationship box checked on the Form 4.