[Form 4] Great Elm Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Restricted stock grant of 36,764 shares aligns executive compensation with long-term retention through multi-year vesting
• One-quarter of grant vested immediately, providing immediate alignment while preserving future retention incentives
• Net share settlement characterized as exempt under Rule 16b-3, indicating routine treatment for vested awards

Negative

• Net settlement reduced beneficial ownership by 18,227 shares, which slightly lowers insider stake
• Reported settlement price $2.80 realizes value from vested shares, representing a reduction in outstanding insider-held shares

Insights

Corporate Governance Expert

TL;DR: Awarded restricted stock with standard multi-year vesting; a subsequent net settlement reduced holdings.

The September 19 restricted stock grant aligns executive compensation with retention through staggered vesting over three years, which is a common governance practice to promote continuity. The immediate vesting of one-quarter is consistent with front-loaded retention incentives. The September 23 net settlement of 18,227 shares at $2.80 appears to reflect tax or payroll-related share withholding upon vesting rather than an open-market sale, given it is described as a net share settlement exempt under Rule 16b-3. Materiality is limited to executive alignment and minor dilutionary impact relative to the company.

Securities Analyst

TL;DR: Insider received equity and then had a net settlement; overall change modest versus total outstanding shares.

The grant of 36,764 restricted shares increases insider incentives tied to company performance while the net settlement of 18,227 shares reduced held shares to 194,884. The transactions were executed at a reported $2.80 settlement price for the netting event. These are routine Section 16 transactions: they affect insider ownership levels but do not provide operational or earnings information. Investors should note the timing and vesting schedule for potential future changes in insider ownership.

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^*

Milz Nichole

(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 Operating 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		36,764(1)	A	$0	213,111	D
Common Stock	09/23/2025		F		18,227(2)	D	$2.8	194,884	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. Milz was awarded 36,764 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What transactions did Nichole Milz (GEGGL) report on Form 4 in September 2025?

She reported a 36,764-share restricted stock award on 09/19/2025 with partial immediate vesting, and a net share settlement of 18,227 shares on 09/23/2025 at $2.80 per share.

How much beneficial ownership did Milz have after the award and after the settlement?

After the 09/19/2025 award she beneficially owned 213,111 shares; after the 09/23/2025 net settlement she beneficially owned 194,884 shares.

What is the vesting schedule for the restricted stock award?

36,764 shares awarded on 09/19/2025: one-quarter vested on the grant date; the remainder vests in equal annual installments each September 20 through 2028, contingent on continued employment.

Was the September 23 transaction an open-market sale?

No; the filing states the 09/23/2025 activity reflects a net share settlement of restricted stock awards exempt under Rule 16b-3, consistent with withholding or tax settlement rather than an open-market disposition.

What roles does the reporting person hold at Great Elm Group, Inc.?

Nichole Milz is listed as Chief Operating Officer and a director of Great Elm Group, Inc.