Great Elm Group (GEG) insider Jason Reese gifts 99,637 shares to charity fund

Rhea-AI Filing Summary

Great Elm Group, Inc. insider Jason W. Reese reported a non-market transfer of shares. He made a bona fide gift of 99,637 shares of Common Stock at no consideration to a charitable giving fund, leaving him with 1,004,327 shares held directly after the transaction. The filing also shows 6,379,646 shares of Common Stock held indirectly through Long Ball Partners LLC, Imperial Capital Asset Management, LLC, and Imperial Capital Group Holdings II, LLC, over which Mr. Reese has voting and dispositive power, while each party disclaims beneficial ownership except to the extent of its pecuniary interest.

Insights

Insider transactions analyst

Filing shows a charitable share transfer with overall holdings largely unchanged.

The key event is a bona fide gift of 99,637 Great Elm Group shares by Jason W. Reese to a charitable giving fund, executed at a price of $0.00 per share. This is a non-market disposition and does not represent an open-market sale.

Following the gift, Mr. Reese still holds 1,004,327 shares directly and 6,379,646 shares indirectly through Long Ball, ICAM, and ICGH2, over which he has voting and dispositive power, subject to pecuniary-interest disclaimers. The overall equity exposure shown in this filing remains substantial despite the charitable transfer.

Insider Trade Summary

99,637 shares gifted

Mixed 2 txns

Insider Reese Jason W., Imperial Capital Asset Management, LLC, LONG BALL PARTNERS LLC, Imperial Capital Group Holdings II, LLC

Role See remarks | null | null | null

Type	Security	Shares	Price	Value
Gift	Common Stock	99,637	$0.00	--
holding	Common stock, par value $0.01 per share ("Common Stock")	--	--	--

Holdings After Transaction: Common Stock — 1,004,327 shares (Direct, null); Common stock, par value $0.01 per share ("Common Stock") — 6,379,646 shares (Indirect, See Footnotes)

Footnotes (1)

1. This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"), Imperial Capital Asset Management, LLC ("ICAM") and Imperial Capital Group Holdings II, LLC ("ICGH2"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. Mr. Reese is one of the owners of Imperial Capital Group Holdings, LLC, which is the managing member of ICGH2. Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2. Consists of 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2. Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest. Reflects an exempt gift made by Mr. Reese to a charitable giving fund.

Key Figures

Shares gifted: 99,637 shares Direct holdings after transaction: 1,004,327 shares Indirect holdings total: 6,379,646 shares +3 more

6 metrics

Shares gifted 99,637 shares Bona fide gift of Common Stock at $0.00 per share

Direct holdings after transaction 1,004,327 shares Common Stock held directly by Jason W. Reese after gift

Indirect holdings total 6,379,646 shares Common Stock held indirectly via Long Ball, ICAM, and ICGH2

Long Ball Partners holdings 5,009,662 shares Shares of Common Stock held directly by Long Ball Partners, LLC

ICAM holdings 909,084 shares Shares of Common Stock held directly by Imperial Capital Asset Management, LLC

ICGH2 holdings 460,900 shares Shares of Common Stock held directly by Imperial Capital Group Holdings II, LLC

Key Terms

bona fide gift, pecuniary interest, disclaims beneficial ownership, voting and dispositive power, +1 more

5 terms

bona fide gift financial

"Reflects an exempt gift made by Mr. Reese to a charitable giving fund."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest."

disclaims beneficial ownership financial

"Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein."

voting and dispositive power financial

"Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2."

charitable giving fund financial

"Reflects an exempt gift made by Mr. Reese to a charitable giving fund."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Reese Jason W.

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

	Form filed by One Reporting Person
X	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, par value $0.01 per share ("Common Stock")								6,379,646	I	See Footnotes(1)(2)(3)
Common Stock	05/28/2026		G(4)		99,637	D	$0	1,004,327	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

1. Name and Address of Reporting Person^*

Reese Jason W.

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Imperial Capital Asset Management, LLC

(Last) (First) (Middle)

3801 PGA BLVD., SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LONG BALL PARTNERS LLC

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Imperial Capital Group Holdings II, LLC

(Last) (First) (Middle)

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS FLORIDA 33410

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"), Imperial Capital Asset Management, LLC ("ICAM") and Imperial Capital Group Holdings II, LLC ("ICGH2"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. Mr. Reese is one of the owners of Imperial Capital Group Holdings, LLC, which is the managing member of ICGH2. Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2.

2. Consists of 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2.

3. Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest.

4. Reflects an exempt gift made by Mr. Reese to a charitable giving fund.

Remarks:

Mr. Reese is the Chairman and Chief Executive Officer of the Issuer.

	Jason Reese, By: /s/ Jason Reese	06/01/2026
	Long Ball Partners, LLC, By: Imperial Capital, Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO	06/01/2026
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO	06/01/2026
	Imperial Capital Group Holdings II, LLC, By: /s/ Jason Reese, its Authorized Signatory	06/01/2026
	** 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)

FAQ

What insider transaction did Great Elm Group (GEG) report for Jason W. Reese?

Jason W. Reese reported a bona fide gift of 99,637 shares of Great Elm Group Common Stock. The transfer was made at no consideration to a charitable giving fund, so it is a non-market disposition rather than an open-market sale of shares.

How many Great Elm Group (GEG) shares did Jason W. Reese gift, and to whom?

He gifted 99,637 shares of Great Elm Group Common Stock. A footnote explains this reflects an exempt gift made by Mr. Reese to a charitable giving fund, classifying the transaction as a bona fide gift rather than a typical investment trade.

What are Jason W. Reese’s direct Great Elm Group (GEG) holdings after the gift?

After the reported gift, Jason W. Reese directly holds 1,004,327 shares of Great Elm Group Common Stock. This figure comes from the Form 4 entry showing total shares following the transaction for his direct ownership position in the company.

What indirect Great Elm Group (GEG) holdings are associated with Jason W. Reese?

The filing shows 6,379,646 shares held indirectly through Long Ball Partners, ICAM, and ICGH2. Footnotes state he has voting and dispositive power over these shares, while each of Mr. Reese and the entities disclaims beneficial ownership except to the extent of their pecuniary interest.

Is the Great Elm Group (GEG) transaction a sale or a non-market transfer?

The transaction is a non-market transfer classified as a bona fide gift, not a sale. The shares were transferred at $0.00 per share to a charitable giving fund, so it does not reflect an open-market disposal based on price decisions.

How are Long Ball, ICAM and ICGH2 involved in Great Elm Group (GEG) ownership?

Footnotes state the 6,379,646 indirectly held shares consist of 5,009,662 by Long Ball, 909,084 by ICAM, and 460,900 by ICGH2. Mr. Reese has voting and dispositive power over these holdings, but all parties disclaim beneficial ownership beyond pecuniary interests.