Welcome to our dedicated page for Great Elm Group SEC filings (Ticker: GEG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Great Elm Group, Inc. filings document an alternative asset manager's operating results, securities, governance and capital actions. Form 8-K reports furnish earnings releases and material events covering AUM, fee revenue, investment valuations, real estate activity, stock repurchase authorization, common stock and the company's 7.25% Notes due 2027.
The filing record also includes proxy materials for the annual stockholders' meeting, shareholder voting procedures and board matters. Material-event filings describe director changes, securities purchase agreements, private placements, registration-rights covenants and other capital-structure disclosures tied to Great Elm's asset management and real estate platforms.
Great Elm Group, Inc. (GEG) furnished a press release under Item 2.02 (Results of Operations and Financial Condition) via an 8-K. The company attached Exhibit 99.1, a press release dated November 12, 2025. The information is expressly stated as furnished, not filed under the Exchange Act, which means it is not subject to Section 18 liabilities and is incorporated by reference only if specifically referenced in a future filing.
Great Elm Group (GEG) reported quarterly revenue of $10.8 million, up from $4.0 million a year ago, driven mainly by $7.4 million of real estate property sales and growing project management fees. Despite higher revenue, the company posted an operating loss of $3.7 million and a net loss attributable to stockholders of $7.0 million (vs. income of $2.6 million last year), reflecting lower investment gains and higher costs.
Cash and cash equivalents rose to $53.5 million from $30.6 million, supported by $11.9 million of common stock issuance proceeds and a $7.0 million property sale. Long‑term debt remained at $26.9 million of 7.25% notes due 2027; convertible notes outstanding were $35.1 million at a 5.0% rate. The quarter included private placements: 1,353,885 shares for $2.9 million and 4,000,000 shares for $9.0 million, plus warrants valued at $0.7 million. GEG realigned reporting into two segments: Alternative Credit and Real Estate.
Great Elm Group (GEG) filed Amendment No. 1 to its 2025 proxy to update expected board committee assignments if nominees are elected. David Schwartz is expected to join the Audit Committee instead of the Compensation Committee, and Booker Smith is expected to join the Compensation Committee instead of the Audit Committee. All other expected committee compositions remain unchanged.
Stockholders will vote on four proposals at the virtual Annual Meeting on December 5, 2025: elect eight directors, ratify Deloitte as auditor, an advisory say‑on‑pay, and approve the 2025 Long‑Term Incentive Compensation Plan authorizing up to 5,000,000 shares (aggregate value $12.1 million at $2.42 per share as of the record date). Shares outstanding were 33,348,987 as of October 10, 2025.
The board recommends voting FOR all nominees and FOR Proposals 2, 3, and 4. The meeting will be held online at www.virtualshareholdermeeting.com/GEG2025AM.
Great Elm Group (GEG) reported a planned board transition. Director James H. Hugar will retire and not stand for re-election at the Company’s 2025 annual meeting of stockholders. He will continue to serve as a director until the date of that meeting.
The Company stated that Mr. Hugar’s decision is not due to any disagreement regarding operations, policies, or procedures. Chairman and CEO Jason Reese thanked Mr. Hugar for his accounting expertise and contributions as Great Elm transitioned to a focused alternative asset manager.
Great Elm Group (GEG) set its 2025 Annual Stockholders’ Meeting for December 5, 2025 at 8:30 a.m. EST, to be held virtually. Stockholders of record at the close of business on October 10, 2025 can attend and vote.
Four items are on the ballot: elect eight directors (with James H. Hugar retiring), ratify Deloitte as independent auditor, an advisory “say‑on‑pay” vote, and approval of the 2025 Long‑Term Incentive Compensation Plan. The equity plan would authorize up to 5,000,000 shares for future awards, replacing the 2016 plan for new grants after approval. Based on the $2.42 closing price on the record date, the board cites an aggregate market value of about $12.1 million for the requested shares. The board recommends voting FOR all proposals.
Auditor context: the audit committee appointed Deloitte for the fiscal year ended June 30, 2025 following Grant Thornton’s dismissal in September 2024; the company reports no disagreements or reportable events. Audit fees were $576,000 for 2025 (Deloitte) and $568,000 for 2024 (Grant Thornton). Shares outstanding were 33,348,987 as of the record date.
Woodstead Value Fund L.P. disclosed ownership of 4,875,942 shares of Great Elm Group, Inc. (GEG), consisting of 4,000,000 shares purchased in a private placement at $2.25 per share for an aggregate $9,000,000, plus 875,942 additional shares and warrants. The filing shows two warrants: a Series A warrant for 1,000,000 shares at an exercise price of $3.50 exercisable on or after 08/27/2026 (expires 08/27/2036), and a Series B warrant for 1,000,000 shares at an exercise price of $5.00 exercisable on or after 08/27/2028 (expires 08/27/2038). Randall D. Smith is identified as the 100% interest holder in Woodstead, which holds voting and dispositive power over the reported securities. This Form 3/A amends an earlier filing to add Woodstead as a reporting person.
Great Elm Group, Inc. reporting person Keri Davis, the company's Chief Financial Officer, received a grant of 9,191 shares of restricted common stock on September 19, 2025. One-quarter of the grant (2,298 shares) vested immediately on the grant date; the remaining shares vest in equal annual installments on September 20 of each year through September 20, 2028, contingent on continued employment. Following the September 19 grant, Ms. Davis was recorded as beneficially owning 48,854 shares. On September 23, 2025, there was a net share settlement in connection with vesting that resulted in a reported disposition of 5,418 shares at a price of $2.80 per share, leaving 43,436 shares beneficially owned after the transaction.
Adam M. Kleinman, President and director of Great Elm Group, Inc. (ticker: GEGGL), reported two transactions in common stock in September 2025. On September 19, 2025 he was awarded 22,977 restricted shares, one-quarter of which vested immediately and the remainder vest in equal annual installments on September 20th each year through September 20, 2028, contingent on continued employment.
On September 23, 2025 the form reports a net share settlement of 18,313 restricted shares in connection with vesting, reported at a price of $2.80. Following the September 19 award his beneficial ownership was reported as 603,707 shares, and after the September 23 transaction his holdings were reported as 585,394 shares. The filing states the net settlement is exempt under Rule 16b-3.
Nichole Milz, Chief Operating Officer and director of Great Elm Group, Inc. (GEGGL), reported two equity transactions in September 2025. On September 19, 2025 she was awarded 36,764 shares of restricted common stock, with one-quarter vesting immediately and the remainder vesting in equal annual installments each September 20 through 2028, contingent on continued employment. That award increased her beneficial holdings to 213,111 shares. On September 23, 2025 she had a net share settlement of 18,227 restricted shares at a reported price of $2.80 per share, reducing her beneficial ownership to 194,884 shares.