Filing Analysis
Great Elm Group, Inc. issued a press release regarding its 7.25% Notes due 2027. The filing serves as a formal notification of the issuance of these debt instruments.
🚩 Red Flags
- Issuance of debt (7.25% Notes) increases the company's leverage and interest expense obligations.
📋 Key Facts
- The company issued 7.25% Notes due 2027.
- The notes are associated with the ticker symbol GEGGL.
- The filing was signed by Keri Davis, Chief Financial Officer, on August 26, 2026.
Great Elm Group, Inc. issued a press release on May 6, 2026, announcing its financial results for the period. The information was furnished under Item 2.02 and is not considered filed for purposes of Section 18 of the Exchange Act.
📋 Key Facts
- Date of Report: May 6, 2026
- Item 2.02: Results of Operations and Financial Condition
- Exhibit 99.1: Press Release dated May 6, 2026
- Securities involved: Common Stock (GEG) and 7.25% Notes due 2027 (GEGGL) both on Nasdaq
Great Elm Group, Inc. filed an 8-K regarding the issuance of its 7.25% Notes due 2027. The filing includes a press release detailing results of operations and financial condition.
🚩 Red Flags
- Issuance of debt (7.25% Notes) increases leverage on the balance sheet.
📋 Key Facts
- The company issued 7.25% Notes due in 2027 (Ticker: GEGGL).
- Report date is February 4, 2026.
- The filing includes an announcement of results of operations and financial condition under Item 2.02.
The filing contains extensive disclosures regarding related-party transactions, including shared services agreements and personnel reimbursement arrangements involving insiders. It also details significant convertible debt obligations and complex fair value measurements for managed investment products.
🚩 Red Flags
- High volume of related-party transactions (Shared Services, Shared Personnel, Related Party Payables).
- Significant convertible debt exposure which may lead to future dilution.
- Complex valuation dependencies on Level 3 inputs (unobservable market data) for significant assets.
📋 Key Facts
- Extensive use of 'Shared Services Agreements' and 'Shared Personnel and Reimbursement Agreements' with related parties.
- Significant presence of convertible debt instruments, including notes due 2027 and various Series A/B warrants.
- Heavy reliance on Level 3 fair value measurements for investment management assets and managed funds.
- Multiple promissory notes involving Monomoy REIT and other entities.
- Disclosures regarding restricted stock units (RSUs) and long-term incentive plans.
Great Elm Group, Inc. held its 2025 annual meeting of stockholders on December 5, 2025. The filing reports the results of shareholder votes regarding director elections, auditor ratification, and the approval of a new Long-Term Incentive Compensation Plan.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- The 2025 Annual Meeting of Stockholders was held on December 5, 2025.
- Stockholders approved the '2025 Long-Term Incentive Compensation Plan' (LTI Plan).
- Deloitte & Touche LLP was ratified to serve as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
- Eight directors were elected to the Board of Directors: Matthew A. Drapkin, David Matter, Lloyd Nathan, James P. Parmelee, Jason W. Reese, Eric J. Scheyer, David Schwartz, and Booker Smith.
- Shareholders approved executive compensation on a non-binding advisory basis.
Great Elm Group, Inc. issued a press release regarding its financial results and operations on November 12, 2025. The filing specifically references the company's 7.25% Notes due 2027.
🚩 Red Flags
- The filing is a placeholder for 'Results of Operations,' which often accompanies earnings volatility or significant changes in financial position.
📋 Key Facts
- Report date: November 12, 2025
- The filing includes a press release (Exhibit 99.1) regarding results of operations and financial condition.
- Mentions existing debt structure: 7.25% Notes due 2027 (Ticker: GEGGL).
James H. Hugar has announced his intention to retire and will not stand for re-election at the 2025 Annual Meeting of Stockholders. He will remain on the Board until that meeting, and the departure is not due to any disagreement with the company.
📋 Key Facts
- James H. Hugar notified the Company of his decision to retire on October 13, 2025.
- Mr. Hugar will not stand for re-election at the 2025 Annual Meeting of Stockholders.
- He will continue to serve as a director until the date of the 2025 Annual Meeting.
- The company stated his departure is not due to any disagreement regarding operations, policies, or procedures.
Great Elm Group, Inc. filed an 8-K to announce results of operations and financial condition as of September 2, 2025. The filing references the issuance of a press release containing these financial updates.
🚩 Red Flags
- No explicit red flags found in the provided text; however, the mention of specific notes (7.25% Due 2027) often precedes discussions regarding debt servicing or refinancing in micro-cap contexts.
📋 Key Facts
- Report date: September 2, 2025
- The company issued a press release (Exhibit 99.1) regarding results of operations and financial condition.
- The filing mentions '7.25% Notes due 2027' in the header metadata, suggesting recent or ongoing activity related to this debt instrument.
Great Elm Group, Inc. entered into a $9 million securities purchase agreement with Woodstead Value Fund, L.P., involving the issuance of 4,000,000 shares and two tranches of warrants. The deal includes a board seat appointment for the purchaser's designee.
🚩 Red Flags
- Potential dilution: Issuance of 4 million shares plus 2 million warrant shares represents significant potential dilution for existing shareholders.
- Warrant overhang: Two tranches of warrants with long-dated exercise prices ($3.50 and $5.00) create future dilutive pressure.
- Registration rights obligation: The company is mandated to register the resale of these securities within 150 days, which often leads to increased float and downward price pressure.
📋 Key Facts
- Purchaser: Woodstead Value Fund, L.P. (Texas limited partnership).
- Total consideration: $9,000,000 for 4,000,000 shares of common stock.
- Share price: $2.25 per share (based on a 20-day VWAP prior to the agreement date).
- Warrants issued: 1,000,000 Series A Warrants at $3.50/share (1-year exercise) and 1,000,000 Series B Warrants at $5.00/share (3-year exercise).
- Registration rights: Company must file a registration statement for resale within 150 days.
- Board appointment: Booker Smith appointed as an independent director effective August 27, 2025.
Great Elm Group, Inc. entered into a Stock Purchase Agreement with funds affiliated with Kennedy Lewis Investment Management LLC (KLIM), resulting in the issuance of 1,353,885 shares at $2.1144 per share for approximately $2.86 million. The transaction includes a board seat appointment and the formation of a new real estate holding company structure.
🚩 Red Flags
- Potential dilution due to the issuance of over 1.3 million shares and upcoming registration statement requirement.
- Complex 'Profits Interest' structure in the new real estate holding company that dilutes the parent company's upside (up to 20%).
- Security interest/pledge of UpREIT interests as a condition for the REIT loan.
📋 Key Facts
- Issued 1,353,885 common shares to KLIM-affiliated funds at $2.1144 per share (based on 20-day VWAP).
- Total aggregate purchase price of $2,862,654.44.
- Company must file a registration statement for resale within 120 days.
- KLIM is entitled to appoint one independent director (Lloyd Nathan) as long as they maintain ownership requirements.
- Formation of Great Elm Real Estate Ventures, LLC with a Profits Interest Agreement granting Investors 15-20% profit interest.
- Monomoy Properties REIT, LLC entered into a loan agreement for up to $150 million from KLIM-managed vehicles.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition as of May 7, 2025.
📋 Key Facts
- The filing is primarily used to furnish Exhibit 99.1 (Press Release) dated May 7, 2025.
- The press release contains information regarding results of operations and financial condition.
- The report was signed by Keri A. Davis, Chief Financial Officer.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition for the period ending February 5, 2025.
📋 Key Facts
- The filing is primarily used to furnish Exhibit 99.1 (Press Release) dated February 5, 2025.
- The press release contains information regarding Results of Operations and Financial Condition.
- The company's common stock trades on the Nasdaq Global Select Market under ticker GEG.
Great Elm Group, Inc. reported the results of its 2024 annual meeting of stockholders held on December 4, 2024. The filing includes election results for the Board of Directors and shareholder votes on auditor ratification and executive compensation matters.
📋 Key Facts
- Annual Meeting held on December 4, 2024.
- Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending June 30, 2025 was approved with 26,322,864 votes in favor.
- All six director candidates (Drapkin, Hugar, Matter, Parmelee, Reese, and Scheyer) were elected to the Board.
- Shareholders approved executive compensation on a non-binding advisory basis (Say-on-Pay).
- The Board determined that future advisory votes on executive compensation will be held annually.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition for the period ending November 11, 2024.
📋 Key Facts
- The filing is primarily used to furnish Exhibit 99.1 (Press Release) dated November 11, 2024.
- The press release pertains to Results of Operations and Financial Condition.
- The report was signed by Keri A. Davis, Chief Financial Officer, on November 12, 2024.
Great Elm Group, Inc. (GEG) announced that its Chairman and CEO, Jason Reese, has entered into a voting waiver agreement regarding his common stock holdings.
🚩 Red Flags
- Related-party transaction involving the CEO
- Potential governance concern: The CEO's voting rights are being waived, which may be a precursor to structural changes, defensive measures against takeovers, or internal restructuring.
- The agreement includes specific triggers related to 'take private' or 'third-party tender offers', suggesting potential M&A activity or defense positioning.
📋 Key Facts
- Date of Agreement: October 29, 2024
- Parties: Great Elm Group, Inc. and Jason Reese (Chairman and CEO)
- Scope: Mr. Reese waived all voting rights for all outstanding shares currently held or awarded to him in his individual capacity.
- Termination Events: The waiver terminates if Mr. Reese leaves his role, if a shareholder vote is solicited under Nasdaq rules, upon sale of substantially all assets, if his ownership falls below 15%, or if an unsolicited takeover/merger bid is filed.
Great Elm Group, Inc. has dismissed its independent registered public accounting firm, Grant Thornton LLP, and appointed Deloitte & Touche LLP as its new auditor for the fiscal year ending June 30, 2025.
🚩 Red Flags
- Auditor change: The dismissal of a Big Four-adjacent firm (Grant Thornton) in favor of another major firm (Deloitte) can sometimes signal internal friction, though no disagreement was explicitly reported here.
- Potential for transition delays or increased audit fees associated with switching auditors mid-cycle.
📋 Key Facts
- Dismissal of Grant Thornton LLP effective September 11, 2024.
- Appointment of Deloitte & Touche LLP to perform audit services for the fiscal year ending June 30, 2025.
- Grant Thornton stated there were no disagreements on accounting principles, practices, or auditing scope during their tenure (FY 2023, FY 2024, and interim periods).
- No consultation with Deloitte regarding specific transactions or audit opinions occurred prior to the appointment.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition for the period ending August 29, 2024.
📋 Key Facts
- The filing is primarily used to furnish Exhibit 99.1 (Press Release) dated August 29, 2024.
- The press release contains information regarding Results of Operations and Financial Condition.
- The report was signed by Keri A. Davis, Chief Financial Officer.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition for the period ending May 2024.
📋 Key Facts
- The filing is primarily used to furnish Exhibit 99.1 (Press Release) dated May 8, 2024.
- The report covers 'Results of Operations and Financial Condition' under Item 2.02.
- The company is listed on the Nasdaq Global Select Market under ticker GEG.
Great Elm Group, Inc. filed an 8-K to furnish a press release regarding its results of operations and financial condition for the period ending February 13, 2024.
📋 Key Facts
- The filing is primarily used to furnish a press release (Exhibit 99.1) containing results of operations and financial condition.
- Report date: February 13, 2024.
- The company's common stock trades on the Nasdaq Global Select Market under ticker GEG.