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

Rhea-AI Filing Summary

Smith Booker, a director of Great Elm Group, Inc. (GEG), was granted a total of 17,070 restricted shares on 09/08/2025. The Form 4 shows two awards of 8,535 shares each, reported as acquisitions at a price of $0 and held in direct ownership.

One award vests in equal monthly installments at the end of each month from September 30, 2025 through December 31, 2025, contingent on continued board service. The second award vests in two equal installments on September 30, 2025 and December 31, 2025, also contingent on continued board service. The form was signed by attorney-in-fact Adam M. Kleinman on 09/09/2025.

Positive

• Alignment of interests: Director compensation is equity‑based, linking pay to shareholder outcomes through restricted stock grants.
• Clear vesting conditions: Vesting schedules are explicitly stated and contingent on continued board service, supporting retention through 12/31/2025.
• Direct ownership: Shares are held directly by the reporting person, increasing transparency of insider holdings.

Negative

• None.

Insights

Financial Analyst

TL;DR Director received equity awards totaling 17,070 restricted shares, aligning compensation with shareholder interests but limited near-term liquidity impact.

This Form 4 discloses two equity awards of 8,535 restricted shares each granted on 09/08/2025 at no cash cost to the reporting person. Vesting is back‑loaded into two schedules that conclude by 12/31/2025, tying value to continued service. From an analysis standpoint, these awards are typical non‑cash director compensation designed to align incentives with long‑term performance. Without the company’s total outstanding shares or grant-date valuation, the absolute dilutive or expense impact cannot be quantified from this filing alone.

Corporate Governance Expert

TL;DR Governance shows standard service‑contingent restricted stock grants to a director, reinforcing retention incentives through year‑end 2025.

The awards vest contingent on continued board service with clear installment schedules through December 31, 2025, which supports director retention and aligns director incentives with shareholder outcomes. The direct ownership form indicates no intermediary vehicle. The disclosure is complete regarding vesting cadence and ownership form, but the filing does not provide the grant rationale, committee approval details, or the aggregate equity plan context that would be needed to assess governance best practices fully.

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
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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^*

Smith Booker

(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		8,535	A	$0	8,535	D(1)
Common Stock	09/08/2025		A		8,535	A	$0	17,070	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 8,535 shares of restricted stock, which vest in equal monthly installments on the end of each month beginning on September 30, 2025 through December 31, 2025, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG") through each such vesting date.

2. The Reporting Person was awarded 8,535 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 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 GEG director Smith Booker receive on 09/08/2025?

Smith Booker was awarded two grants of 8,535 restricted shares each (total 17,070 shares) on 09/08/2025, reported at a price of $0.

When do the restricted shares awarded to Smith Booker vest?

One grant vests in equal monthly installments from September 30, 2025 through December 31, 2025. The other vests in two equal installments on September 30, 2025 and December 31, 2025.

Does Smith Booker own the shares directly or indirectly?

The Form 4 reports the shares as direct (D) ownership following the reported transactions.

Were any cash proceeds involved in these transactions?

No. Each reported acquisition is recorded at a price of $0, indicating restricted stock grants rather than purchases.

Who signed the Form 4 and when was it filed?

The filing bears the signature of Adam M. Kleinman, attorney‑in‑fact dated 09/09/2025.