Great Elm Group Inc SEC Filings

Great Elm Group director Nathan Lloyd was awarded 10,220 shares of restricted common stock on 09/08/2025. The award vests in two equal installments contingent on continued board service: one on 09/30/2025 and one on 12/31/2025. The shares were issued at no cash price and increase Mr. Lloyd's beneficial ownership to 22,817 shares following the grant. The filing is a standard Section 16 disclosure reporting a non-cash equity award to an insider that vests over two quarterly dates.

Randall D. Smith reported indirect ownership of 4,875,942 shares of Great Elm Group, Inc. through Woodstead Value Fund, L.P., stemming from a private placement dated 08/27/2025. WVF purchased 4,000,000 shares at $2.25 per share for $9,000,000. In addition, WVF holds two warrants each to buy 1,000,000 shares: a Series A Warrant exercisable on or after 08/27/2026 at $3.50 (expiring 08/27/2036) and a Series B Warrant exercisable on or after 08/27/2028 at $5.00 (expiring 08/27/2038). The reporting person is identified as a director and filed the Form 3 on 09/08/2025.

Woodstead Value Fund, L.P. and Randall D. Smith report beneficial ownership of 4,875,942 shares of Great Elm Group, Inc., representing 14.4% of the outstanding common stock. The reporting persons acquired 4,000,000 shares under a Securities Purchase Agreement at $2.25 per share and hold additional previously owned shares, for an aggregate holding used for investment purposes.

The purchase included two warrants: a Series A Warrant for 1,000,000 shares exercisable at $3.50 and a Series B Warrant for 1,000,000 shares exercisable at $5.00, each with ten-year terms following their respective exercisability dates. Under the agreement WVF received the right to designate a director to the company's board and the issuer agreed to seek registration for resale of certain shares and warrant shares.

Great Elm Group, Inc. (GEG) 10-K discloses a range of operational and financial items and emphasizes numerous risk factors that could affect liquidity, capital access and shareholder value. The filing lists key risks such as market and credit conditions, debt covenant breaches, funding constraints, regulatory limits on investments, potential dilution from future equity or preferred issuances, and cybersecurity and catastrophic-event exposures. The company describes governance controls including an IT Committee with over 50 years of combined experience and use of third-party cybersecurity consultants. Material financing items include convertible notes totaling millions of dollars issued to related parties convertible into millions of shares with specified conversion restrictions, share repurchases in 2024 and 2025 that produced realized gains, shares authorized and outstanding figures, outstanding awards under the 2016 LTIP, unrecognized tax benefits, and the companys evaluation of recently issued FASB ASUs.

Reporting persons tied to Northern Right disclosed ownership of 6,058,509 shares of Great Elm Group, Inc. common stock, representing approximately 17.6% of outstanding shares as of August 29, 2025. That aggregate stake reflects direct holdings plus shares attributable through managed accounts and related entities and is calculated on a 34,419,416 share outstanding base that incorporates recent issuances through August 27, 2025.

The filing notes potential additional dilution from convertible PIK Notes that could issue up to 1,031,301 shares to certain Northern Right entities and 1,125,055 shares to managed accounts, and states that Northern Right parties have agreed to forbear converting PIK Notes until July 15, 2026. Matthew A. Drapkin beneficially owns 690,286 shares and received restricted stock awards with portions unvested within 60 days.

Great Elm Group, Inc. filed a Form D for a Regulation D private offering under Rule 506(b). The issuer, a Delaware corporation formed in 2020 with its principal place at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL, reported a total offering size of $9,000,000, which the filing shows as fully sold ($9,000,000 sold; $0 remaining). The offering included equity and options/warrants to acquire other securities. One investor is listed as having invested. Sales commissions were reported as $0, and finders' fees were $270,000. Imperial Capital, LLC is named in the filing as a broker/dealer. The offering is not part of a business combination, is not intended to last more than one year, and the minimum investment accepted was reported as $0. The Form D was signed by President Adam Kleinman on 2025-08-28.