Great Elm Group awards COO shares and options

The restricted-stock and option vesting schedules are tied to continued employment, with stated final vesting dates in 2029 and 2027, respectively.

Rhea-AI Filing Summary

Great Elm Group, Inc. Chief Operating Officer Nichole Milz was awarded 48,698 restricted shares and options to buy 50,000 common shares on September 21, 2026. The options have a $3 exercise price, expire September 20, 2031, and the reported option position following the award was 50,000 underlying shares.

One-quarter of the restricted stock and 50% of the options vested on the grant date. Remaining vesting is contingent on continued employment: the restricted stock vests in equal annual installments through September 20, 2029, and the remaining options vest on September 20, 2027. Another 23,701 shares, reported at $2.15 per share, were delivered or withheld for payment of exercise price or tax liability in connection with restricted-stock vesting. No Rule 10b5-1 plan is reported.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Milz Nichole

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (right to buy) F3	50,000	$0.00	$0.00
Grant/Award	Common Stock F1	48,698	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock F2	23,701	$2.15	$51K

Holdings After Transaction: Stock Options (right to buy) — 50,000 contracts (Direct); Common Stock — 219,881 shares (Direct)

Footnotes (3)

1. F1. Ms. Milz was awarded 48,698 shares of restricted stock, one-quarter of which vested on the grant date, September 21, 2026, and the remainder of which vest in equal annual installments on September 20th of each year until September 20, 2029, contingent on continued employment by Great Elm Group, Inc.
2. F2. Reflects the net share settlement of awards of restricted stock in connection with vesting thereof that is exempt pursuant to Rule 16b-3.
3. F3. Ms. Milz was awarded options to purchase 50,000 shares of common stock of Great Elm Group, Inc., 50% of which vested on the grant date, September 21, 2026, and the remainder of which will vest on September 20, 2027, contingent on continued employment by Great Elm Group, Inc.

Key Figures

Restricted shares awarded: 48,698 shares Shares underlying options awarded: 50,000 shares Option exercise price: $3 per share +3 more

6 metrics

Restricted shares awarded 48,698 shares Awarded September 21, 2026

Shares underlying options awarded 50,000 shares Awarded September 21, 2026

Option exercise price $3 per share Options expire September 20, 2031

Shares delivered or withheld 23,701 shares Reported in connection with restricted-stock vesting on September 21, 2026

Reported price per share $2.15 per share Shares delivered or withheld on September 21, 2026

Underlying shares subject to options following transaction 50,000 shares Reported position following the award on September 21, 2026

Key Terms

restricted stock, net share settlement, Rule 16b-3, vesting

4 terms

restricted stock financial

"awarded 48,698 shares of restricted stock"

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.

net share settlement financial

"Reflects the net share settlement of awards of restricted stock"

Net share settlement is a way of paying for financial transactions using only the difference in shares rather than exchanging full amounts of stock or cash. It’s like settling a debt by giving someone the exact number of shares needed to balance the books, making trades quicker and simpler. This method helps reduce the number of shares changing hands, saving time and costs.

Rule 16b-3 regulatory

"exempt pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

vesting financial

"one-quarter of which vested on the grant date"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did GEG's COO receive in the September 2026 awards?

Nichole Milz was awarded 48,698 restricted shares and options to buy 50,000 common shares on September 21, 2026.

What is the vesting schedule for GEG's Nichole Milz awards?

One-quarter of the restricted stock and 50% of the options vested on September 21, 2026. The remaining restricted stock vests in equal annual installments on September 20 each year through September 20, 2029, and the remaining options vest on September 20, 2027; both schedules are contingent on continued employment.

How many GEG shares were delivered or withheld, and at what price?

The transaction reports 23,701 shares at $2.15 per share delivered or withheld for payment of exercise price or tax liability. The footnote describes this as net share settlement of restricted-stock awards in connection with vesting, exempt pursuant to Rule 16b-3.

Were GEG's reported awards made under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/23/2026 - 04:32 PM Accepted by SEC EDGAR 09/23/2026 - 04:31 PM Learn about SEC filing dates

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^*

Milz Nichole

(Last) (First) (Middle)

C/O GREAT ELM GROUP, INC.

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/21/2026		A		48,698(1)	A	$0	243,582	D
Common Stock	09/21/2026		F		23,701(2)	D	$2.15	219,881	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
Stock Options (right to buy)	$3	09/21/2026		A		50,000(3)		(3)	09/20/2031	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Ms. Milz was awarded 48,698 shares of restricted stock, one-quarter of which vested on the grant date, September 21, 2026, and the remainder of which vest in equal annual installments on September 20th of each year until September 20, 2029, 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.

3. Ms. Milz was awarded options to purchase 50,000 shares of common stock of Great Elm Group, Inc., 50% of which vested on the grant date, September 21, 2026, and the remainder of which will vest on September 20, 2027, contingent on continued employment by Great Elm Group, Inc.

	/s/ Adam M. Kleinman, attorney-in-fact	09/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)