Great Elm (GEGGL) Form 4: CFO Keri Davis Award and Net Share Settlement

Rhea-AI Filing Summary

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.

Positive

• Restricted stock grant of 9,191 shares to the CFO signals alignment of management incentives with shareholders
• One-quarter vested immediately, providing immediate alignment while retaining multi-year performance/retention incentives

Negative

• Net share settlement of 5,418 shares at $2.80 reduced the CFO's beneficial ownership from 48,854 to 43,436 shares, modestly decreasing insider-held shares

Insights

Financial Analyst

TL;DR: Routine executive equity grant with standard multi-year vesting and a net settlement reducing outstanding beneficial holdings.

The award of 9,191 restricted shares with a one-quarter immediate vest and multi-year remaining vesting is a common retention and alignment tool. The net share settlement of 5,418 shares at $2.80 reduced Ms. Davis's reported beneficial ownership from 48,854 to 43,436 shares. These transactions are typical compensation mechanics and do not, on their face, indicate a change in company fundamentals. Impact on share count and dilution is modest given the absolute share amounts disclosed.

Corporate Governance Expert

TL;DR: Compensation appears structured for retention; vesting schedule and net settlement follow standard Rule 16b-3 exemptions.

The restricted stock grant vests over multiple years, aligning the CFO's tenure with shareholder interests. The Form 4 notes that the net settlement of vested awards is exempt under Rule 16b-3, indicating compliance with insider transaction exemptions. No departures, option exercises, or unusual transaction codes are reported that would raise governance concerns based on this filing alone.

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

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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^*

Davis Keri

(Last) (First) (Middle)

C/O GREAT ELM GROUP, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		A		9,191(1)	A	$0	48,854	D
Common Stock	09/23/2025		F		5,418(2)	D	$2.8	43,436	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

Explanation of Responses:

1. Ms. Davis was awarded 9,191 shares of restricted stock, one-quarter of which vested on the grant date, September 19, 2025, and the remainder of which vest in equal annual installments on September 20th of each year until September 20, 2028, 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.

	/s/ Adam M. Kleinman, attorney-in-fact	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Great Elm Group (GEGGL) report on this Form 4 filing?

The filing reports a restricted stock grant of 9,191 shares to CFO Keri Davis on 9/19/2025 with one-quarter vested immediately and subsequent annual vesting through 9/20/2028, and a net share settlement of 5,418 shares on 9/23/2025 at $2.80 per share.

How many shares did the CFO beneficially own after the reported transactions?

After the transactions recorded on the Form 4, the CFO's beneficial ownership is reported as 43,436 shares.

What portion of the restricted stock grant vested immediately?

One-quarter of the 9,191 share grant (approximately 2,298 shares) vested on the grant date, 9/19/2025.

Was the net settlement of vested awards described as exempt under Rule 16b-3?

Yes. The Form 4 states the net share settlement of vested restricted stock is exempt pursuant to Rule 16b-3.

What was the price reported for the disposed shares on 9/23/2025?

The disposition on 9/23/2025 is reported at a price of $2.80 per share.