Great Elm (GEGGL): CEO Reese receives 183,823 RSUs; 25% vested now

Rhea-AI Filing Summary

Great Elm Group, Inc. director and Chief Executive Officer Jason W. Reese was awarded 183,823 restricted shares of Common Stock on September 20, 2025. Twenty-five percent of the award vested immediately on the grant date, with the remaining 75% vesting in three equal annual installments on September 20 of 2026, 2027 and 2028. Mr. Reese serves as portfolio manager to Long Ball Partners, LLC and is Chairman & CEO of Imperial Capital Asset Management, LLC, which together with Long Ball and Imperial Capital Group Holdings II, LLC hold a total of 6,379,646 shares of Common Stock (5,009,662; 909,084; and 460,900 shares respectively). The Form 4 reports Mr. Reeses direct beneficial ownership following the grant as 1,176,942 shares. Each reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The award was reported as having a price of $0.00.

Positive

• 183,823 restricted shares awarded with a clear vesting schedule (25% vested immediately, remainder vesting annually through 2028).
• Significant insider ownership: affiliated entities hold a combined 6,379,646 shares, indicating alignment of management with shareholders.

Negative

• Award reported at $0.00, indicating issuance rather than purchase which may be dilutive to existing shareholders.
• Concentrated voting/dispositive power resides with Mr. Reese via multiple affiliated entities, concentrating governance influence.

Insights

Financial Analyst

TL;DR: Insider received a sizable restricted stock award with staggered vesting; holdings indicate significant insider stake but no cash consideration reported.

The 183,823-share restricted grant, with 25% vesting immediately and the balance over three years, is a common executive compensation structure aligning management incentives with shareholder outcomes. Mr. Reese and affiliated entities collectively control 6.38 million shares, showing concentrated insider ownership that supports alignment but also centralizes voting power. The award reported at $0.00 indicates it was granted, not purchased, which may dilute existing shareholders depending on share authorization but is routine for equity compensation. Overall impact is neutral for near-term financials but relevant for governance and long-term alignment.

Corporate Governance Expert

TL;DR: Grant strengthens executive alignment; concentrated ownership and voting/dispositive control are material governance considerations.

The filing clearly documents Mr. Reese's multiple roles and indirect control via three entities, and the disclosure that each disclaims beneficial ownership except for pecuniary interest is standard. Immediate vesting of 25% provides near-term retention while multi-year vesting promotes longer-term commitment. Investors should note the combination of executive role and significant aggregated holdings, which concentrates influence over corporate decisions. The Form 4 provides transparent disclosure of the award and ownership structure.

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^*

Reese Jason W.

(Last) (First) (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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, par value $0.01 per share ("Common Stock")								6,379,646	I	See Footnotes(1)(2)(3)
Common Stock	09/20/2025		A		183,823(4)	A	$0.00	1,176,942(5)	D(3)

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 FL 33410

(City) (State) (Zip)

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 FL 33410

(City) (State) (Zip)

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 FL 33410

(City) (State) (Zip)

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 FL 33410

(City) (State) (Zip)

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. On September 20, 2025, Jason Reese was awarded 183,823 shares of restricted stock, 25% of which vested on September 20, 2025, with 25% to vest on each of September 20, 2026, September 20, 2027 and September 20, 2028.

5. Reflects shares directly beneficially owned by Mr. Reese.

Remarks:

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

	Jason Reese, By: /s/ Jason Reese	09/23/2025
	Long Ball Partners, LLC, By: Imperial Capital, Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO	09/23/2025
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO	09/23/2025
	Imperial Capital Group Holdings II, LLC, By: /s/ Jason Reese, its Authorized Signatory	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 shares did Jason W. Reese receive on 09/20/2025 (GEGGL)?

He was awarded 183,823 restricted shares of Common Stock on September 20, 2025.

How does the vesting schedule work for the awarded shares?

25% vested on September 20, 2025; the remaining 75% vests in three equal annual installments on September 20, 2026, 2027, and 2028.

How many Great Elm Group (GEGGL) shares do Reese-affiliated entities hold?

Affiliated entities hold a total of 6,379,646 shares (Long Ball: 5,009,662; ICAM: 909,084; ICGH2: 460,900).

What is Jason Reeses reported beneficial ownership after the grant?

The Form 4 reports Mr. Reeses directly beneficially owned shares following the transaction as 1,176,942 shares.

Was any cash paid for the awarded restricted shares?

The award is reported with a price of $0.00, indicating no cash purchase price was paid.