Great Elm Group (GEG) director receives two restricted stock grants

Rhea-AI Filing Summary

Great Elm Group, Inc. (GEG) reported equity compensation for director Smith Booker. On January 8, 2026, he was granted 26,531 shares of restricted common stock at a price of $0 per share. He also received a separate grant of 30,612 restricted shares on the same date, likewise at $0 per share and elected in lieu of a cash retainer.

Both grants vest in equal quarterly installments at the end of each quarter from March 31, 2026 through December 31, 2026, contingent on his continued service on the board of directors. After these awards, Booker directly beneficially owned 74,213 shares of Great Elm Group common stock.

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^*

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)
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	43,601	D(1)
Common Stock	01/08/2026		A		30,612	A	$0	74,213	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.
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 insider transaction did GEG director Smith Booker report?

Director Smith Booker reported receiving two grants of restricted common stock of Great Elm Group, Inc. on January 8, 2026, both recorded as acquisitions at a price of $0 per share.

How many GEG shares did Smith Booker receive in each restricted stock grant?

Smith Booker received one grant of 26,531 restricted shares of Great Elm Group common stock and a second grant of 30,612 restricted shares, both dated January 8, 2026.

What is the vesting schedule for Smith Booker’s GEG restricted stock awards?

Both restricted stock awards vest in equal quarterly installments on the last day of each quarter, beginning on March 31, 2026 and continuing through December 31, 2026, subject to his continued service on the board.

Were any of Smith Booker’s GEG restricted shares granted in lieu of cash compensation?

Yes. The 30,612-share restricted stock award was granted at Smith Booker’s election in lieu of a cash retainer for his board service at Great Elm Group.

How many GEG shares does Smith Booker own after these grants?

Following the reported transactions, Smith Booker beneficially owned 74,213 shares of Great Elm Group common stock, held as direct ownership.

Does this Form 4 show any derivative securities for GEG held by Smith Booker?

No derivative securities are listed for Smith Booker; the reported holdings and transactions relate only to non-derivative common stock.