UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)


☒			Filed by the Registrant
☐			Filed by a party other than the Registrant

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

GREAT ELM GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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EXPLANATORY NOTE

On October 17, 2025, Great Elm Group, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission for the Company’s 2025 Annual Stockholders’ Meeting (the “Annual Meeting”) scheduled for December 5, 2025. The Company is filing this Amendment No. 1 to its Proxy Statement (the “Amendment No. 1”) solely to update the expected composition of the Audit Committee and Compensation Committee of the Board of Directors of the Company if the director nominees are elected at the Annual Meeting. If elected, David Schwartz is expected to be appointed to the Audit Committee in lieu of his appointment to the Compensation Committee and Booker Smith is expected to be appointed to the Compensation Committee in lieu of his appointment to the Audit Committee. Other than mentioned in the foregoing sentence, the expected composition of the Committees remain unchanged.

This Amendment No. 1 does not modify, change, amend, supplement or otherwise affect any of the other information set forth in the Proxy Statement.

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October 17, 2025

Dear Fellow Stockholders:

We invite you to join us at the 2025 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Group, Inc., on Friday, December 5, 2025, beginning at 8:30 a.m., Eastern Standard Time. We will be holding the Annual Meeting online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GEG2025AM.

The Notice of Annual Stockholders’ Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting.

We elected to deliver our proxy materials to the majority of our stockholders over the Internet. On or about October 17, 2025, we will mail a notice of Internet availability (the “Notice”) and make our proxy materials available to our stockholders over the Internet. The Notice contains instructions on how to access our proxy materials over the Internet, as well as how to receive a paper copy of our proxy materials. This approach conserves natural resources, reduces our printing and distribution costs and expedites stockholders’ receipt of proxy materials.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxies over the Internet or by mail as soon as possible. This will not prevent you from voting in person (virtually). If you virtually attend the Annual Meeting you will have the right to revoke your proxy and vote your shares in person (virtually). If your shares are held in the name of a brokerage firm, bank or other nominee of record, please follow the voting instructions appearing on your voting instruction card or the information set forth in the proxy materials. Your vote and participation in our governance is very important to us.

On behalf of our Board of Directors, thank you for your continued support. Sincerely yours,


/s/ Jason W. Reese
Jason W. Reese
Chairman and Chief Executive Officer

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Great Elm Group, Inc.

Notice of Annual Stockholders’ Meeting

The 2025 Annual Stockholders’ Meeting (the “Annual Meeting”) of Great Elm Group, Inc., a Delaware corporation (the “Corporation”), will be held on Friday, December 5, 2025, beginning at 8:30 a.m., Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2025AM.

The following matters will be considered at the Annual Meeting:

•

The election of each of Matthew A. Drapkin, David Matter, Lloyd Nathan, James P. Parmelee, Jason W. Reese, Eric J. Scheyer, David Schwartz and Booker Smith to serve as members of the Board of Directors of the Corporation until the earlier of their death, resignation, removal or election of their successor;

•	The ratification of the selection of Deloitte & Touche LLP to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026;

•	The approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers;

•	The approval of the 2025 Long-Term Incentive Compensation Plan; and

•	Other matters that may properly come before the Annual Meeting.

The items to be considered at the Annual Meeting may be considered at the meeting or at any adjournment or postponement of the meeting.

You are entitled to attend and participate in the Annual Meeting, or at any adjournment or postponement thereof, only if you were a stockholder of the Corporation at the close of business on October 10, 2025. To attend and participate in the meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/GEG2025AM during the meeting.

Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read this proxy statement and promptly vote your shares. You have a choice of voting on the Internet, by telephone, or by mail. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers - How You Can Vote” beginning on page 2 and to the notice of Internet availability of proxy materials (the “Notice”) or to the instructions on your voting instruction card or the information set forth in the proxy materials.


/s/ Adam M. Kleinman
Adam M. Kleinman
President and Secretary
Palm Beach Gardens, Florida
October 17, 2025

Important Notice Regarding the Availability of Proxy Statement Materials for the

Annual Stockholders’ Meeting to be Held on December 5, 2025.

The Proxy Statement, Proxy Card and our 2025 Annual Report on Form 10-K

are available on the Internet at www.ProxyVote.com.

The Notice, the proxy statement and the accompanying proxy card or voting instruction card, and our 2025 Annual

Report on Form 10-K are being provided to stockholders beginning on or about October 17, 2025.

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			PAGE
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS			2
Proxy Materials			2
Proposals to Be Voted on			3
How You Can Vote			4
Attending the Annual Meeting			6
Stockholder Proposals and Director Nominations			7
Obtaining Additional Information			8
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			9
DELINQUENT SECTION 16(A) REPORTS			11
PROPOSALS TO BE CONSIDERED AND VOTED ON			12
Proposal 1: Election of Directors			12
Proposal 2: Ratification of Independent Registered Public Accounting Firm			16
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers			18
Proposal 4: Approval of the 2025 Long-Term Incentive Compensation Plan			19
CORPORATE GOVERNANCE			28
Board of Directors			28
Committees of our Board of Directors			31
Communications with our Board of Directors			33
Compensation Committee Interlocks and Insider Participation			34
Insider Trading Policy – Hedging			34
Certain Relationships and Related Transactions			34
Executive Officers			36
COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS			37
Employment Agreements/Arrangements with our Named Executive Officers			37
Incentive Compensation Granted to our Named Executive Officers			38
Cash Bonuses			38
Equity-Based Compensation			38
Pay Versus Performance Disclosure			41
Compensation of Our Board of Directors			43

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PROXY STATEMENT

2025 ANNUAL STOCKHOLDERS’ MEETING

TO BE HELD ON DECEMBER 5, 2025

GENERAL INFORMATION

We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors of Great Elm Group, Inc., a Delaware corporation (the “Corporation,” the “Company,” “GEG,” “we,” “us,” or “our”). This proxy statement addresses the items of business for the 2025 Annual Stockholders’ Meeting of GEG (the “Annual Meeting”) to be held on December 5, 2025, or any adjournment or postponement thereof. We will hold the Annual Meeting at 8:30 a.m., Eastern Standard Time, online at www.virtualshareholdermeeting.com/GEG2025AM. The Corporation is holding the Annual Meeting online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GEG2025AM. The notice of Internet availability of proxy materials (the “Notice”), the Notice of Annual Stockholders’ Meeting, this proxy statement, our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, the proxy or voting instruction card and any additional accompanying proxy materials are being made available to stockholders on or about October 17, 2025.

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QUESTIONS AND ANSWERS

Proxy Materials

1	Why did I receive GEG’s proxy materials?

Since you owned shares of our common stock at the close of business on October 10, 2025, the record date for the Annual Meeting (the “Record Date”), you are considered a stockholder of record. As a stockholder of record, you are invited to virtually attend the Annual Meeting and are entitled and requested to vote on the business items described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is designed to assist you in voting your shares.

2	What is included in the proxy materials?

The proxy materials include:

•	Our Notice of Annual Stockholders’ Meeting;

•	Our proxy statement for the Annual Meeting;

•	Our 2025 Annual Report on Form 10-K; and

•	A proxy card or voting instruction card.

3	Why did I receive the Notice instead of a paper copy of the full set of proxy materials?

We will be utilizing the “notice and access” delivery method under the SEC’s Rule 14a-16, which allows companies to provide their proxy materials over the Internet. As a result, we are mailing the Notice instead of a paper copy of the proxy materials to a majority of our stockholders. The Notice contains instructions on how to access the proxy materials and submit your vote over the Internet and how you may request printed copies of the proxy materials by mail, if you wish. If you previously requested printed copies of the proxy materials, we have provided you with printed copies of the proxy materials.

4	What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board of Directors and board committees, corporate governance, the compensation of our directors and executive officers, the description of 2025 Long-Term Incentive Compensation Plan and other required information.

5	I share an address with another stockholder, and we received only one Notice or paper copy of the proxy materials. How may I obtain an additional copy?

If you share an address with another stockholder, you may receive only one Notice or one set of printed proxy materials unless you have provided contrary instructions. If you wish to receive a separate Notice or set of printed proxy materials, please notify your broker, bank or other nominee if you are a beneficial owner or, if you are a stockholder of record, please request the additional copy by contacting us care of Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling (866) 540-7095. A separate Notice or set of the materials will be sent promptly following receipt of your request.

If you are a stockholder of record and wish to receive a separate Notice or set of printed proxy materials in the future, or if you have received multiple Notices or sets of printed proxy materials and would like to receive only one Notice or set of printed proxy materials in the future, please contact our transfer agent, Computershare, at 150 Royall Street, Suite 101, Canton, MA 02021 or call (800) 736-3001.

If you are a beneficial owner of shares and wish to receive a separate Notice or set of printed proxy materials in the future, or if you have received multiple Notices or sets of printed proxy materials and would like to receive only one Notice or set of printed proxy materials in the future, please contact your bank or broker directly.

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Stockholders also may write to, or email, us at the address below to request a separate copy of the proxy materials:

Great Elm Group, Inc.

Attn: Investor Relations

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, FL 33410

investorrelations@greatelmcap.com

6	Who pays the cost of soliciting proxies for the Annual Meeting?

GEG is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing the Notice and any printed proxy materials and of soliciting proxies.

Our directors, officers and employees also may solicit proxies in person, by telephone or by electronic communication. They will not receive any additional compensation for these activities.

We will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy materials to beneficial stockholders.

Proposals to Be Voted on

7	What items of business will be voted on at the Annual Meeting?

The business items to be voted on at the Annual Meeting are:

•	Election of directors;

•	Ratification of the selection of Deloitte & Touche LLP (“Deloitte”) to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026;

•	Approval, on a non-binding advisory basis, of the compensation of the Corporation’s named executive officers; and

•	Approval of the 2025 Long-Term Incentive Compensation Plan.

8	What are my voting choices?

You may vote “FOR” or “WITHHOLD” from voting for each of the nominees for election to our Board of Directors on Proposal 1 and “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposals 2, 3 and 4.

9	How does the Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote your shares “FOR” each of the nominees for election to our Board of Directors; “FOR” the ratification of the Corporation’s independent registered public accounting firm; “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and “FOR” approval of the 2025 Long-Term Incentive Compensation Plan.

10	What vote is required to approve each item?

To conduct business at the Annual Meeting, a quorum must be established. Pursuant to our Amended and Restated Bylaws (our “Bylaws”), a quorum is established by the presence, in person (virtually) or by proxy of holders, of a majority of our outstanding stock entitled to vote thereat.

For Proposal 1, if you indicate “WITHHOLD,” your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but will not be considered a vote cast with respect to the election of any director nominee. You are not entitled to cumulative voting in the election of directors. For Proposals 2, 3 and 4, if you indicate “ABSTAIN,” your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, and will be counted as a vote “against” said proposal.

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As described below, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but will not be considered votes cast with respect to Proposals 1, 3 or 4 and will have no effect on the outcome of these proposals. Brokers may vote in their discretion on Proposal 2, the ratification of our independent registered public accounting firm, and therefore broker non-votes will not be applicable with respect to Proposal 2.


Proposal		Required Vote
1.	Election of directors	Plurality of the votes cast at the Annual Meeting

2.	Ratification of independent registered public accounting firm	Majority of the shares present and entitled to vote on the subject matter

3.	Advisory vote on executive compensation	Majority of the shares present and entitled to vote on the subject matter

4.	Approval of the 2025 Long-Term Incentive Compensation Plan	Majority of the shares present and entitled to vote on the subject matter

11	What happens if additional items are presented at the Annual Meeting?

We are not aware of any item that may be voted on at the Annual Meeting that is not described in this proxy statement. However, the holders of the proxies that we are soliciting will have the discretion to vote them in accordance with their best judgment on any additional matters that may be voted on, including matters incidental to the conduct of the meeting.

12	Is my vote confidential?

All voted proxies and ballots will be handled to protect your voting privacy as a stockholder. Confidentiality will not apply to the extent that voting disclosure is required by law or is necessary or appropriate to assert or defend any claim relating to voting.

Confidentiality will also not apply with respect to any matter for which votes are solicited in opposition to the director nominees or voting recommendations of our Board of Directors, unless the persons engaging in the opposing solicitation provide stockholders with confidential voting comparable to that which we provide.

13	Where can I find the voting results?

We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days following the meeting. The report will be available on our website at www.greatelmgroup.com.

How You Can Vote

14	What shares can I vote?

You are entitled to one vote for each share of our common stock that you owned at the close of business on the Record Date. You may vote all shares owned by you on the Record Date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a bank, broker or other nominee. On the Record Date, 33,348,987 shares of our common stock were outstanding.

15	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a bank, broker or other nominee rather than having the shares registered directly in their own name. Summarized below are some distinctions between shares held of record and those owned beneficially.

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Stockholder of Record

If your shares are registered directly in your name with our transfer agent, you are the stockholder of record of the shares. As the stockholder of record, you have the right to grant a proxy to vote your shares to representatives from the Corporation or to another person, or to vote your shares in person (virtually) at the Annual Meeting, or any adjournment or postponement thereof. You have received a proxy card to use in voting your shares, which instructs you how to vote.

Beneficial Owner

If your shares are held through a bank, broker or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name.

As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you also are invited to virtually attend the Annual Meeting. Your bank, broker, plan trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. However, since a beneficial owner is not the stockholder of record, you may not vote your shares in person (virtually) at the Annual Meeting, or any adjournment or postponement thereof, unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so.

16	How can I vote?

For directions on how to vote, please refer to the following instructions and those included on the Notice or your proxy or voting instruction card. Whether you hold your shares as a stockholder of record or as a beneficial owner, you may direct how your shares are to be voted without virtually attending the Annual Meeting or any adjournment or postponement thereof. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares as a beneficial owner, you may vote by submitting voting instructions to the registered owner of your shares.

Voting in Person (Virtually). You may vote online during the Annual Meeting, or any adjournment or postponement thereof, those shares that you hold in your name as the stockholder of record prior to the closing of the polls. Beneficial owners should follow the steps set forth in Question 15 above. See Question 23 below regarding how to attend (virtually) the Annual Meeting.

Even if you plan to attend the Annual Meeting virtually, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend.

Voting by Internet. Stockholders may vote over the Internet by following the instructions on the Notice, proxy or voting instruction card. When voting by internet, stockholders must have available the control number included on their proxy card.

Voting by Telephone. Stockholders of record may vote by telephone by calling the number specified on the Notice or proxy card and following the instructions. When voting by telephone, stockholders must have available the control number included on their proxy card. Most stockholders who are beneficial owners of their shares and have received a voting instruction card may vote by phone by calling the number specified on the voting instruction card provided by their bank, broker or nominee. These stockholders should check the voting instruction card for telephone voting availability.

Voting by Mail. Stockholders who have received a paper copy of the proxy materials may vote by mail by signing, dating and returning their proxy or voting instruction card in the envelope provided. If you only received the Notice and wish to vote by proxy via mail, you may do so by requesting printed copies of the proxy materials and then filling out the proxy card and sending it back in the envelope provided.

17	How will my shares be voted?

Your shares will be voted as you specifically instruct on your online ballot, proxy card or voting instruction card, as applicable. If you complete and submit your online ballot or sign and return your proxy or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

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18	Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?

If your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker. If you sign and return your card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

If you do not provide timely instructions as to how your brokerage shares are to be voted, your broker will have the authority to vote them only on the proposal to ratify the appointment of our independent registered public accounting firm.

Your broker will be prohibited from voting your shares on any of the other proposals. These “broker non-votes” will be counted only for the purpose of determining whether a quorum is present at the meeting and not as votes cast with respect to such other proposals.

19	Will shares that I own as a stockholder of record be voted if I do not timely complete and submit my online ballot or return my proxy card?

Shares that you own as a stockholder of record will be voted as you instruct on your online ballot, proxy card or voting instruction card, as applicable. If you complete and submit your online ballot or sign and return your proxy card without giving specific instructions, they will be voted in accordance with the recommendations of our Board of Directors and in the discretion of the proxy holders on any other matter that properly comes before the Annual Meeting, or any postponement or adjournment thereof.

If you do not timely complete and submit your online ballot or return your proxy card, your shares will not be voted unless you or your proxy holder virtually attends the Annual Meeting or any adjournment or postponement thereof and votes in person (virtually) as described in Question 16.

20	When is the deadline to vote?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting or any adjournment or postponement thereof. The deadline for voting by Internet or telephone is 11:59 p.m., Eastern Standard Time, on December 4, 2025.

If you hold shares as a beneficial owner, please follow the voting instructions provided by your bank, broker or other nominee.

21	May I change or revoke my vote?

You may change your vote at any time prior to the vote at the Annual Meeting.

If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Corporate Secretary at the address set forth in Question 24 prior to your shares being voted, or by attending the Annual Meeting and voting in person (virtually). Virtual attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

For shares you hold as a beneficial owner, you may change your vote by timely submitting new voting instructions to your bank, broker or other nominee (which revokes your earlier instructions), or, if you have obtained a legal proxy from the nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person (virtually).

22	Who will serve as inspector of elections?

The inspector of elections will be a representative of Broadridge Financial Solutions, Inc.

Attending the Annual Meeting

23	Who can attend the Annual Meeting?

The Annual Meeting has been designed to provide substantially the same opportunities to participate as you would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GEG2025AM.

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To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The Annual Meeting will begin promptly at 8:30 a.m., Eastern Standard Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 8:15 a.m.

The Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Attendees should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning at 8:15 a.m., Eastern Standard Time on December 5, 2025 through the conclusion of the Annual Meeting.

Stockholder Proposals and Director Nominations

24	How may I nominate director candidates or present other business for consideration at an Annual Stockholders’ Meeting?

Stockholders who intend to submit proposals under Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in our proxy materials for next year’s Annual Stockholders’ Meeting must submit the proposals to our Corporate Secretary, Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 no later than June 19, 2026 and must meet the eligibility requirements of Rule 14a-8, and such proposals must comply with the requirements of Rule 14a-8 to be included in our proxy materials. Proposals under Exchange Act Rule 14a-8 that are not timely submitted by June 19, 2026 or are submitted to the incorrect address or other than to the attention of our Corporate Secretary will be considered untimely and may, at our discretion, be excluded from our proxy materials.

Stockholders who wish to submit director nominees or present other items of business outside of Rule 14a-8 directly at next year’s Annual Stockholders’ Meeting must give written notice of their intention to do so in accordance with the deadlines described below to our Corporate Secretary at the address set forth above. Any such notice also must include the information required by our Bylaws (which may be obtained as provided in Question 26) and must be updated and supplemented as provided in the Bylaws. Such notice of director nominees, or for the presentation of other items of business, must be received not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Stockholders’ Meeting, unless the date of next year’s Annual Stockholders’ Meeting has been changed by more than 30 days from such anniversary date. In that case, such notice must be received not later than the close of business on the 10^th day following the day on which such notice of the date of the meeting was mailed or such public announcement of the date of such meeting is first made, whichever first occurs. The period for the receipt from stockholders of any such notice for next year’s Annual Stockholders’ Meeting is currently set to begin on August 7, 2026 and end on September 6, 2026.

These notice requirements also do not apply to questions that a stockholder may wish to ask at the Annual Stockholders’ Meeting.

In addition to satisfying the notice requirements under our advance notice Bylaw provisions, to comply with the universal proxy rules stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the first anniversary date of the Annual Meeting. If the date of the next annual meeting is changed by more than 30 calendar days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the next annual meeting or the 10^th calendar day following the day on which public announcement of the date of the next annual meeting is first made. Accordingly, for next year’s Annual Stockholders’ Meeting we must receive such notice no later than October 6, 2026.

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25	How may I recommend candidates to serve as directors?

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee of our Board of Directors by writing to our Corporate Secretary at the address set forth in Question 24. A recommendation must be accompanied by a statement from the candidate that he or she would give favorable consideration to serving on our Board of Directors and should include sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an informed decision as to whether further consideration of the candidate would be warranted.

Obtaining Additional Information

26	How may I obtain financial and other information about GEG?

Our consolidated financial statements are included in our 2025 Annual Report on Form 10-K that accompanies this proxy statement.

We file our Annual Report on Form 10-K with the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Our Form 10-K and other information that we file with the SEC are available on our website at www.greatelmgroup.com.

We also will furnish a copy of our 2025 Form 10-K (excluding exhibits, except those that are specifically requested) without charge to any stockholder who so requests by writing to our Corporate Secretary at the address set forth in Question 24.

By writing to us, stockholders also may obtain, without charge, a copy of our Bylaws, corporate governance guidelines, codes of conduct and board standing committee charters. You also can view these materials on the Internet by accessing our website at www.greatelmgroup.com.

27	What if I have questions for GEG’s transfer agent?

If you are a stockholder of record and have questions concerning share certificates, dividend checks, ownership transfer or other matters relating to your share account, please contact our transfer agent at the following address or phone number:

Computershare

150 Royall Street, Suite 101

Canton, MA 02021

(800) 736-3001

28	How do I get additional copies of this proxy statement or voting materials?

If you need additional copies of this proxy statement or voting materials, please contact us at:

Great Elm Group, Inc.

Attn: Investor Relations

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, FL 33410

investorrelations@greatelmcap.com

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, certain information regarding the beneficial ownership of our common stock by:

•	each of the directors, director nominees and named executive officers for the fiscal year ended June 30, 2025;

•	all of our current executive officers and directors as a group; and

•	each person known by us to be beneficial owners of 5% or more of our outstanding common stock.

Except as indicated in the footnotes to this table and under applicable community property laws, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock. Holders of shares of unvested restricted stock, which are considered issued and outstanding, have voting rights with respect to such shares. For the purposes of calculating percent ownership, as of the Record Date, 33,348,987 shares of common stock were issued and outstanding, and, for any individual or entity that beneficially owns shares represented by (1) options exercisable and restricted stock units vesting within sixty days of the Record Date or (2) PIK Notes or Additional PIK Notes (each as defined below) convertible within sixty days of the Record Date, these shares are treated in each case as if outstanding for that person, but not for any other person.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent Of Class
Directors and Named Executive Officers
Matthew A. Drapkin⁽²⁾	6,097,972	17.7%
James H. Hugar⁽³⁾	343,067	1.0%
Adam M. Kleinman⁽⁴⁾	798,394	2.4%
David Matter⁽⁵⁾	482,234	1.4%
James P. Parmelee⁽⁶⁾	437,714	1.3%
Jason W. Reese⁽⁷⁾	7,418,721	22.2%
Eric J. Scheyer⁽⁸⁾	665,485	2.0%
Keri A. Davis⁽⁹⁾	83,436	*
Nichole Milz⁽¹⁰⁾	194,884	*
Lloyd Nathan⁽¹¹⁾	22,817	*
Booker Smith⁽¹²⁾	17,070	*
David Schwartz	600,000	1.8%
All current executive officers and directors as a group (11 persons)	16,561,794	49.7%
5% Stockholders
Entities affiliated with Northern Right Capital Management, L.P., 9 Old Kings Hwy S., 4^th Floor, Darien, CT 06820⁽¹³⁾	5,368,223	15.6%
Entities affiliated with Imperial Capital Asset Management, LLC, 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410⁽¹⁴⁾	6,379,646	19.1%
Entities affiliated with PC Elfun LLC, 3547 53^rd Avenue West, #220, Bradenton, FL 34210⁽¹⁵⁾	3,281,402	9.8%
Woodstead Value Fund, L.P., 500 Frank W Burr Boulevard, Suite 720, Teaneck, New Jersey, 07666⁽¹⁶⁾	4,875,942	14.6%

*	Less than 1% of the outstanding shares of our common stock.

(1)

This table is based upon information supplied by each officer and director, and Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the table, the address for each person named above is c/o Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410.

(2)	Includes the 5,368,223 shares identified in footnote (13) below.

(3)	Includes 291,931 shares of vested restricted stock and 2,977 shares of unvested restricted stock.

(4)	Includes 213,000 vested stock options, 462,843 shares of vested restricted stock and 48,606 shares of unvested restricted stock.

(5)	Includes 236,006 shares of vested restricted stock and 13,280 shares of unvested restricted stock.

(6)	Includes 398,278 shares of vested restricted stock and 14,653 shares of unvested restricted stock.

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(7)

Based on information furnished in a Form 4 filed with the SEC on September 23, 2025, jointly by Long Ball Partners, LLC (“Long Ball”), Imperial Capital Asset Management, LLC (“ICAM”), Imperial Capital Group Holdings II, LLC (“ICGH II”) and Jason Reese, the Chairman and Chief Executive Officer of ICAM and portfolio manager of Long Ball, in which Mr. Reese reported (i) direct beneficial ownership of 1,176,942 shares of our common stock, including 137,867 shares that will not be vested within 60 days of the date hereof, and (ii) indirect beneficial ownership of 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH II. Mr. Reese has voting and dispositive power over the shares of our common stock held directly by each of Long Ball, ICAM and ICGH II. Each of Mr. Reese, ICAM, Long Ball and ICGH II disclaims beneficial ownership of the securities, except to the extent of that person’s pecuniary interest. The 7,418,721 shares listed in the table above include 993,119 shares of restricted and unrestricted common stock with respect to which Jason Reese has waived his voting rights pursuant to a voting waiver agreement dated as of October 29, 2024, which voting rights may be acquired for beneficial ownership purposes within 60 days, and 65,765 shares of our common stock that Mr. Reese has the right to acquire upon the vesting of restricted stock within 60 days. The shares listed above exclude 2,400,112 shares of our common stock issuable upon conversion of the PIK Notes.

(8)

Includes 243,766 shares issuable upon conversion of 5.00% convertible senior PIK notes due 2030 (“PIK Notes”), including additional PIK Notes issued as interest payments on the PIK Notes (“Additional PIK Notes”), and 407,066 shares of vested restricted stock and 14,653 shares of unvested restricted stock. Mr. Scheyer disclaims beneficial ownership of certain securities issuable upon conversion of the PIK Notes, except to the extent of his pecuniary interest therein.

(9)	Includes 40,000 vested stock options, 25,209 shares of vested restricted stock and 23,645 shares of unvested restricted stock.

(10)	Includes 139,752 shares of vested restricted stock and 73,359 shares of unvested restricted stock.

(11)	Includes 15,187 shares of vested restricted stock and 7,630 shares of unvested restricted stock.

(12)	Includes 10,668 shares of vested restricted stock and 6,402 shares of unvested restricted stock.

(13)

Based on information furnished in a Schedule 13D/A filed with the SEC on August 29, 2025, jointly by Northern Right Capital Management, L.P. (“Northern Right”), Northern Right Capital (QP), L.P. (“Northern Right QP”), Northern Right Long Only Master Fund LP (“NRC LO”), Northern Right Fund GP LLC (“NRC Fund GP”), BC Advisors, LLC (“BCA”) and Matthew A. Drapkin. Northern Right, in its capacity as investment manager for separate managed accounts on behalf of investment advisory clients, reported sole voting and dispositive power over 3,088,745 shares of our common stock, which includes 1,125,055 shares of our common stock issuable upon the conversion of the PIK Notes. Northern Right also reported shared voting and dispositive power of 2,279,478 shares of our common stock currently held by Northern Right QP and NRC LO, which excludes 1,031,301 shares of our common stock issuable to Northern Right QP and NRC LO upon conversion of the PIK Notes. Northern Right QP reported sole voting and dispositive power over 1,662,331 shares of our common stock, which excludes 756,125 shares of our common stock issuable upon the conversion of the PIK Notes. NRC LO reported sole voting and dispositive power over 617,147 shares of our common stock, which excludes 275,176 shares of our common stock issuable upon the conversion of the PIK Notes. NRC Fund GP reported shared voting and dispositive power over 617,147 shares of our common stock, which includes 617,147 shares of our common stock held by NRC LO. BCA and Mr. Drapkin reported shared voting and dispositive power over 5,368,223 shares of our common stock, which excludes 1,031,301 shares of our common stock issuable upon conversion of the PIK Notes. Mr. Drapkin reported sole voting and dispositive power over 690,286 shares of our common stock.

(14)	Includes 5,009,662 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH II as identified in footnote (7) above.

(15)

Based on information furnished in a Schedule 13G/A filed with the SEC on August 13, 2025, jointly by PC Elfun LLC, Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins in which each reported beneficial ownership of 3,070,041 shares of our common stock (as to which each claims shared voting and dispositive power), which includes 3,070,041 shares of our common stock issuable upon the conversion of PIK Notes.

(16)

Based on information furnished in a Schedule 13D filed with the SEC on September 4, 2025, jointly by Woodstead Value Fund, L.P. (“Woodstead”) and Randall D. Smith in which each reported beneficial ownership of 4,875,942 shares of our common stock (as to which each claims shared voting and dispositive power), which excludes (i) 1,000,000 shares of our common stock issuable upon the exercise of our series A warrant and (ii) 1,000,000 shares of our common stock issuable upon the exercise of our series B warrant.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by regulations of the SEC to furnish us with copies of all Section 16(a) reports that they file. Such reports are filed on Forms 3, 4 and 5 under the Exchange Act. Based solely on our review of the copies of such forms received by us, we believe that, during the fiscal year ended June 30, 2025, all such persons complied on a timely basis with the filing requirements of Section 16(a) with the exception of the following: one Form 3 filing by PC Elfun LLC with respect to becoming a beneficial owner of more than 10% of our common stock which was filed late.

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PROPOSALS TO BE CONSIDERED AND VOTED ON

Proposals 1, 2, 3 and 4 are included in this proxy statement at the direction of our Board of Directors. Our Board of Directors recommends that you vote “FOR” each nominee in Proposal 1, “FOR” Proposal 2, “FOR” Proposal 3 and “FOR” Proposal 4.

Proposal 1: Election of Directors

The Board of Directors currently has eight members. Directors are elected at each Annual Stockholders’ Meeting for terms expiring at the next Annual Stockholders’ Meeting.

The following table sets forth the current composition of our Board of Directors and each of our committees.

Director/Nominee

Age

Audit

Committee

Nominating &

Corporate Governance

Committee

Compensation

Committee

James H. Hugar⁽¹⁾

Chair

✔

David Matter

✔

Jason W. Reese

Eric J. Scheyer

✔

Matthew A. Drapkin

Chair

✔

James P. Parmelee

✔

Chair

Lloyd Nathan

Booker Smith

(1)	Mr. Hugar is not standing for reelection and his term will expire at the Annual Meeting.

The Nominating and Corporate Governance Committee recommended and our Board of Directors nominated the following eight individuals for election as directors: Mr. Matter, Mr. Reese, Mr. Scheyer, Mr. Drapkin, Mr. Parmelee, Mr. Nathan, Mr. Smith and David Schwartz. Mr. Hugar has decided not to stand for reelection and, thus, has not been nominated for reelection. Mr. Hugar will retire immediately following the Annual Meeting. Mr. Hugar’s decision is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures.

If each of our director nominees is elected, the following table sets forth the expected composition of our Board of Directors and each of our committees following the Annual Stockholders’ Meeting.

Director/Nominee

Age

Audit

Committee

Nominating &

Corporate Governance

Committee

Compensation

Committee

David Schwartz

✔

David Matter

✔

Jason W. Reese

Eric J. Scheyer

✔

Matthew A. Drapkin

Chair

✔

James P. Parmelee

Chair

Lloyd Nathan

✔

Booker Smith

✔

Properly executed proxies will be voted for these eight nominees, unless other instructions are specified. If any nominee should become unavailable to serve, the proxies may be voted for a substitute nominee designated by our Board of Directors, or our Board of Directors may reduce the authorized number of directors. In no event may the proxies be voted for more than eight nominees. Since the nominees are running unopposed, the nominees may be elected with only one vote cast at the Annual Meeting for each nominee, assuming a quorum is present.

Our Board of Directors determined that each nominee, except Mr. Reese, is an independent director. Our Board of Directors determines the independence of our directors by applying independence principles and standards established by Nasdaq Stock Market LLC (“Nasdaq”). Based on these standards, our Board of Directors determined that Mr. Reese is not independent, due to his position as Chief Executive Officer of the Corporation. See “Corporate Governance-Certain Relationships and Related Transactions, and Director Independence.”

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Information about the Directors and Director Nominees

Biographical information regarding each director and director nominee and his qualifications to serve as a director is set forth on the succeeding pages. The year shown as election as a director is the year that the director nominee was first elected as one of our directors. Unless otherwise indicated, each director and director nominee held his principal occupation or other positions with the same or predecessor organizations for at least the last five years. There are currently no family relationships among any director, director nominee or executive officer.

David Schwartz is 60 years old and is a director nominee. Mr. Schwartz served as the President of Jefferies High Yield Trading LLC and was a member of the firm's Executive Committee, where he helped shape firm-wide strategy, guided trading operations through multiple market cycles, developed deep expertise in risk management, investment analysis, and capital markets strategy, and contributed to the expansion of Jefferies’ fixed-income platform. Mr. Schwartz served as a member of the Board of Directors of PGPI Investment Advisors. Mr. Schwartz has also served on the Yale Development Council and the Board of Trustees of St. Luke’s School in New Canaan, Connecticut.

Mr. Schwartz would bring to our Board of Directors investment expertise and extensive experience in capital markets.

David Matter is 56 years old and has been a member of our Board of Directors since May 2022. Mr. Matter is Co-Chief Investment Officer of Silver Creek Capital Management. Prior to joining Silver Creek Capital Management, Mr. Matter was a Managing Director at BlackRock where he served as the Co-Chief Investment Officer of BlackRock Alternative Advisors (“BAA”), BlackRock’s Hedge Fund Solutions team. He chaired the BAA Investment Committee and was also a member of the BAA Management Committee and the Co-Investment Portfolio Management Group. Mr. Matter started his career as a financial analyst with American Funds-Capital Group and Bankers Trust before joining Quellos Group in 1998. At Quellos he was a Principal and member of the Investment Committee responsible for management of Absolute Return Strategy portfolios and Investment Research. The alternative investment management business of Quellos was subsequently acquired by BlackRock in 2007 where Mr. Matter stayed on. Mr. Matter earned a BA with a concentration in international relations from the University of Pennsylvania, an MBA with honors and an MA in international studies, both from the University of Washington, and holds the Chartered Financial Analyst designation from the CFA Institute.

Mr. Matter brings to our Board of Directors investment expertise and extensive experience in capital markets.

Jason W. Reese is 60 years old and is the Chairman of our Board of Directors and the Chief Executive Officer of the Corporation since May 2023. Mr. Reese is the Co-Founder, Chairman and Chief Executive Officer of ICAM and the Co-Founder of Imperial Capital, LLC (“Imperial Capital”), both founded in 1997. ICAM has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Imperial Capital is a registered broker-dealer. During his time at Imperial Capital, Mr. Reese formed Monomoy Properties REIT, LLC in 2014, focusing on the Industrial Outdoor Storage sector and continues to serve on the Board of Directors. Mr. Reese is also a founding member of City Ventures, LLC, a California-based private home builder, and has served on the Board of Directors since its inception in 2009. Prior to Imperial Capital, Mr. Reese was a principal with Gordon Investment Corporation (“Gordon”), a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering.

Mr. Reese brings to our Board of Directors investment expertise and extensive experience in capital markets.

Eric J. Scheyer is 60 years old and has been a member of our Board of Directors since February 2020. Mr. Scheyer is a Co-Founder and Managing Partner of Elda River Capital Management, LLC. Prior to founding Elda River Capital Management, LLC, Mr. Scheyer was a partner at Magnetar Capital LLC (“Magnetar”), member of the Magnetar Management Committee and Magnetar Investment Committee and head of the Energy and Infrastructure group. Prior to joining Magnetar in 2005, Mr. Scheyer spent two years as a consultant at Caxton Associates. Prior to Caxton, Mr. Scheyer was a principal of Decorel Incorporated where he served as President of Decorel S.A. de C.V. and Executive Vice President of Decorel Inc. until the sale of the company to Newell Rubbermaid. Mr. Scheyer began his career at Donaldson, Lufkin & Jenrette focusing on the oil and gas sector. Previously, Mr. Scheyer served on the board of managers of Lightfoot Capital Partners GP LLC and the board of directors of Arc Logistics Partners LP. Mr. Scheyer holds a Bachelor of Arts in History from Trinity College in Hartford, Connecticut.

Mr. Scheyer brings to our Board of Directors investment expertise and extensive experience in capital markets.

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Matthew A. Drapkin is 52 years old and is the Vice Chairman of our Board of Directors. He has been a member of our Board of Directors since April 2017. Mr. Drapkin is Chief Executive Officer & Portfolio Manager of Northern Right, an alternative asset manager focused on small and mid-cap public companies.

Mr. Drapkin currently serves as Executive Chairman of Boardroom Alpha, Inc., an analytics company, and as the Chairman of the board of directors of Great Elm Capital Corp. (“GECC”), a business development company. Mr. Drapkin previously served on the board of directors of Intevac, a publicly-traded provider of equipment solutions to the hard-disk drive industry and high-sensitivity imaging products, primarily for the defense market, as Chairman of the Board of Ruby Tuesday, a restaurant operator, Lead Independent Director of Hot Topic, a specialty retailer, and a director of Xura (formerly known as Comverse), a provider of telecommunications businesses solutions, Glu Mobile, a mobile gaming company, Plato Learning, a provider of curriculum management, and Alloy, a diversified media company. Before joining Northern Right in December 2009, Mr. Drapkin had extensive investment experience, including his work as Head of Research, Special Situations, and Private Equity at ENSO Capital, a New York-based hedge fund, and Senior VP of Corporate Development at MacAndrews & Forbes, where he participated in more than $3 billion of transactions, including Scientific Games, Deluxe Entertainment Services, AM General, and Scantron. Prior to MacAndrews & Forbes, Mr. Drapkin served as General Manager of two of Condé Nast publications’ wholly-owned Internet sites, Epicurious.com and Concierge.com, and headed Conde Nast’s Internet venture investment effort. Mr. Drapkin began his career as an investment banker at Goldman, Sachs and Co. where he advised companies on corporate finance and M&A matters. He holds a J.D. from Columbia Law School, an M.B.A. from Columbia Business School, and a B.A. in American History from Princeton University.

Mr. Drapkin brings to our Board of Directors investment expertise and extensive experience in capital markets.

James P. Parmelee is 59 years old and has been a member of our Board of Directors since June 2017. Mr. Parmelee is a Managing Director of Hamilton Robinson Capital Partners, a private equity firm that invests in middle-market specialty manufacturing, industrial technology and business services companies in North America. Mr. Parmelee currently serves on the board of directors of WorkforceQA based in Salt Lake City, UT, Signal Control Products, based in Branchburg, NJ, and Rohner Finishing Systems, based in Vancouver, WA. He previously served on the Board of Directors of GrayMatter Systems, Pacific Northern Environmental and Tanknology.

Mr. Parmelee is a former member of the board of directors of The Meet Group based in New Hope, PA. Previously, Mr. Parmelee was a Partner in Peak Ten Management, a long/short equity fund backed by Tiger Management LLC focused on investing in the global information technology sector. Mr. Parmelee was responsible for the firm’s investments in the software, IT infrastructure and Internet verticals. Prior to joining Peak Ten Management, Mr. Parmelee was a partner in Union Square Advisors LLC, a strategic advisory firm. Mr. Parmelee led the firm’s global IT infrastructure practice providing strategic M&A advisory services to the firm’s clients. From 1992 to 2004, Mr. Parmelee was a senior equity research analyst responsible for coverage of the data networking and telecommunications equipment sectors, primarily at Credit Suisse First Boston where he was most recently a Managing Director and served as the Global Coordinator of Technology Research for the firm. He holds an M.B.A. from Columbia Business School and a B.A. in Economics from Trinity College-Hartford.

Mr. Parmelee brings to our Board of Directors investment expertise and extensive experience in capital markets.

Lloyd Nathan is 60 years old and has been a member of our Board of Directors since July 2025. Mr. Nathan was appointed to the Board by Kennedy Lewis Investment Management LLC, an institutional alternative investment firm.

Mr. Nathan currently serves as the Chairman of Rio Real Estate Holding Company LLC, which owns the landlord of the Rio Hotel & Casino, Las Vegas, and as a real estate advisor to Sansome Partners, a private family office focused on private equity investments and a long-only fund targeting publicly-traded companies. Mr. Nathan previously served as an advisor to Kennedy Lewis Investment Management LLC, as Executive Vice Chairman of the Board of Avenues World Holdings LLC, a family office and private equity holding company investing in real estate and for-profit education, and as the CEO and a member of the Board of Directors of Asian Coast Development Ltd where he built a gaming, hospitality and real estate company now owned by Warburg Pincus and VinaCapital. Before Asian Coast, Mr. Nathan was President of Global Gaming Development for Fortune 300 MGM Resorts International (NYSE: MGM) responsible for MGM’s worldwide gaming expansion, including establishing the company’s footprint in Asia.

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Mr. Nathan began his career as a dual-qualified United States and United Kingdom lawyer working in London for Slaughter and May, and in Los Angeles for Glaser Weil and Loeb & Loeb. During his tenure with these firms, he specialized in cross-border transactions and M&A matters. Mr. Nathan holds an LLB from the London School of Economics, is an Attorney at Law, licensed by the State Bar of California and a Solicitor of the Senior Courts of England and Wales.

Mr. Nathan brings to our Board of Directors investment expertise and extensive operating and real estate experience.

Booker Smith is 31 years old and has been a member of our Board of Directors since August 2025. Mr. Smith was appointed to the Board by Woodstead.

Mr. Smith is the Chief Operating Officer of Homes of America, a national owner-operator of mobile home communities, and the President of Sullivan’s Scrap Group, a regional metal recycler, headquartered in Hatboro, PA. Prior to joining Homes of America, Mr. Smith was a Senior Vice President at Imperial Capital specializing in distressed credit opportunities and reorganized equities. Mr. Smith is also Treasurer of The New York Daily News, serving on the Board of Directors and the Pension Committee. Mr. Smith holds an M.S.R.E.D. and a B.A. in Comparative Literature from Columbia University.

Mr. Smith brings to our Board of Directors extensive experience across corporate credit and real estate investing.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF

THE NOMINEES NAMED IN THIS PROXY STATEMENT.

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Proposal 2: Ratification of Independent Registered Public Accounting Firm

The members of our Audit Committee and our Board of Directors believe the continued retention of Deloitte as our independent registered public accounting firm is in our and our stockholders’ best interest.

Representatives of Deloitte are not expected to attend the Annual Meeting. Thus, it is not expected that they will have an opportunity to make a statement regarding their services, or be available to respond to appropriate questions. The Board of Directors does not know of any direct or indirect financial interest of Deloitte in the Corporation.

On September 11, 2024, our Audit Committee dismissed Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm, effective September 11, 2024. The Audit Committee approved the appointment of Deloitte as our independent registered public accounting firm to perform independent audit services for the fiscal year ending June 30, 2025. The selection of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified by our stockholders at our 2024 annual meeting of stockholders.

Grant Thornton’s audit reports for the fiscal year ended June 30, 2024 on our consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during the fiscal year ended June 30, 2024 and the subsequent interim period through September 16, 2024 there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreements in connection with its reports or (ii) “reportable events” (as defined in Item 304(a) (1)(v) of Regulation S-K).

We provided Grant Thornton with a copy of the disclosures contained in our Current Report on Form 8-K filed on September 16, 2024, and requested that Grant Thornton furnish us with a letter addressed to the SEC stating whether it agrees with the statements made therein, each as required by the applicable rules of the SEC. A copy of Grant Thornton’s letter, dated September 16, 2024, was filed as Exhibit 16.1 to such report.

During the fiscal year ended June 30, 2024 and the subsequent interim period through September 16, 2024, neither us nor or anyone on our behalf consulted Deloitte regarding either:

•

the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements in connection with which either a written report or oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

•	any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The following table presents aggregate fees billed to us for services rendered by Deloitte for the fiscal year ended June 30, 2025 and Grant Thornton for the fiscal year ended June 30, 2024:


	Year Ended June 30,
In thousands	2025	2024
Audit Fees:
Audit services, statutory audits, quarterly reviews and Securities Act (as defined below) filings	$576	$568
Audit-Related Fees:
Due diligence, accounting consultations and audits in connection with mergers and acquisitions and attest services related to financial reporting that are not required by statute or regulation	—	—
Tax Fees:	—	—
Income tax compliance and consulting	—	—
All Other Fees: (including financial information systems design and implementation)	—	—
Total fees	$576	$568

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Excluded from the amounts reported above, Deloitte also provides Audit and Tax services directly to certain of our consolidated funds. Fees paid to Deloitte directly by these funds for services were approximately $81 thousand and approximately $60 thousand for the years ended December 31, 2024 and December 31, 2023, respectively.

Audit Committee Pre-Approval Policies and Procedures. Among its other duties, our Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent auditor. Our Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of our Audit Committee is requested. Our Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent auditor. On a periodic basis, management reports to our Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All services performed by Deloitte during fiscal year 2025 and Grant Thornton during fiscal year 2024 were approved in accordance with our Audit Committee’s pre-approval guidelines.

Audit Committee Report. The following report of the Audit Committee, covering our fiscal year ended June 30, 2025, shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C of the SEC, or the liabilities of Section 18 of the Exchange Act. Such Report shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”), notwithstanding any general incorporation by reference of this Proxy Statement into any other document.

Management is responsible for the preparation, presentation, and integrity of the Corporation’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Corporation’s independent auditors are responsible for performing an audit of the consolidated financial statements in accordance with generally accepted auditing standards.

In performing its oversight role, the Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

Based on the Audit Committee’s review and discussions described above, and subject to the limitations on its role and responsibilities as described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K of the Corporation for the year ended June 30, 2025 for filing with the SEC.

James H. Hugar, Chair

David Matter

James P. Parmelee

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

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Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking stockholders to approve a non-binding advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our fiscal executive compensation program. Additional information on our executive pay program is provided in this proxy statement under the heading “Compensation of Directors and Named Executive Officers.”

We are asking our stockholders to vote in favor of the following resolution:

“RESOLVED, that the stockholders of Great Elm Group, Inc. approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in Great Elm Group, Inc.’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the information in the Summary Compensation Table, related compensation tables, and other related narrative disclosure under the heading “Compensation of Directors and Named Executive Officers” below.

While this vote is advisory and non-binding, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns.

Advisory “say-on-pay” votes have been scheduled to be held once every year. We expect to hold the next advisory vote to approve the compensation of our named executive officers next year.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3.

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Proposal 4: Approval of the 2025 Long-Term Incentive Compensation Plan

Background and Rationale

We are asking our stockholders to consider and approve the 2025 Long-Term Incentive Compensation Plan (the “2025 Plan”). Our Board of Directors approved the 2025 Plan on October 15, 2025, subject to approval by our stockholders at the Annual Meeting. The 2025 Plan has been established to replace, on a prospective basis, the Company’s Amended and Restated 2016 Long-Term Incentive Plan (the “2016 Plan”), which was previously approved by our stockholders and which expires on June 15, 2026.

If this Proposal 4 is approved by our stockholders, the 2025 Plan will become effective upon the date of the Annual Meeting. If approved by the Company’s stockholders, the 2025 Plan will replace the 2016 Plan for any new grants made after the date of such stockholder approval. Accordingly, upon approval of the 2025 Plan by our stockholders, (i) no further awards will be granted under the 2016 Plan, (ii) any awards granted under the 2016 Plan prior to the date the 2025 Plan is approved by our stockholders will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions and (iii) the number of shares available for issuance under the 2025 Plan will be reduced by the number of shares of underlying awards granted under the 2016 Plan during the period between October 10, 2025 and the date of stockholder approval of the Annual Meeting. Awards under the 2016 Plan that are forfeited or cancelled after stockholder approval of the 2025 Plan will not be recycled or otherwise again become available for issuance under the 2025 Plan or the 2016 Plan.

In the event that our stockholders do not approve this Proposal 4, the 2025 Plan will not become effective and the 2016 Plan will continue in its current form. Following the expiration of the 2016 Plan, we will be unable to maintain our current equity grant practices and will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We may also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards.

The full text of the 2025 Plan, 2025 Plan is attached hereto as Appendix A. The description of the 2025 Plan contained in this proposal is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.

Purpose and Key Features of the 2025 Plan

The 2025 Plan is an equity incentive plan that is designed to align management interests with those of stockholders, provide opportunities for wealth creation and ownership, and encourage a long-term focus, all of which we believe promotes director and employee retention. The 2025 Plan is designed to promote our long-term success and increase stockholder value by attracting, motivating and retaining our non-employee directors, officers, employees and consultants. It contains features that are consistent with good governance as well as the interests of stockholders, including the following:

•	Fair Market Value Grants. The exercise price of each option or stock appreciation right may not be less than the fair market value of our common stock on the date of grant.

•	No Repricing. To better align our executive officers’ long-term interests with those of our stockholders, the 2025 Plan does not allow the repricing of stock grants once they are awarded, without prior stockholder approval.

•	Flexibility. The 2025 Plan was designed with the flexibility to award stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards, performance share awards, cash-based awards and other equity-based awards to eligible persons.

•	Committee Administration. The 2025 Plan is administered by a compensation committee composed solely of independent members of our Board of Directors.

•	No Evergreen. The 2025 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without shareholder approval.

•	Limit on Non-Employee Director Compensation. The maximum aggregate compensation that may be paid to any non-employee director any calendar year (including cash and awards under the 2023 Plan) is $500,000 (or $750,000 for the chair or vice chair of the Board).

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Information on the 2025 Plan and Shares Outstanding Under the 2016 Plan

The following table sets forth certain information about the 2025 Plan and equity awards that are outstanding under the 2016 Plan as of October 10, 2025. The closing price per Share on October 10, 2025 was $2.42.


Total number of shares remaining available for issuance under the 2016 Plan as of October 10, 2025⁽¹⁾			817,362
Total number of shares that would be authorized for future grants upon shareholder approval of the 2025 Plan⁽²⁾			5,000,000
Number of shares relating to outstanding stock options under the 2016 Plan*⁽³⁾			3,005,747
Weighted average remaining term of outstanding options under the 2016 Plan			5.72 Years
Number of shares relating to awards of restricted stock awards under the 2016 Plan⁽³⁾			988,141

(1)	These shares will no longer be available for grant upon stockholder approval of the 2025 Plan.

(2)	This number will be reduced by any shares underlying awards granted under the 2016 Plan during the period between October 10, 2025 and the date the 2025 Plan is approved by stockholders.

(3)	These awards granted under the 2016 Plan (plus any awards between granted between October 10, 2025 and the date of stockholder approval of the 2025 Plan) will remain outstanding in accordance with their terms following the approval of the 2025 Plan.

Why We Believe You Should Vote for this Proposal

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the 2025 Plan is critical to achieving this success. The use of common shares as part of our compensation program is also important because equity-based awards are an essential component of our compensation for key employees, as they help link compensation with long-term stockholder value creation and reward participants based on service and/or performance.

The following factors were taken into account by the Compensation Committee and the Board in approving the 2025 Plan: the number of shares remaining available under the 2016 Plan and their pending expiration; the number of outstanding equity awards under the 2016 Plan; dilution resulting from the proposed approval of the 2025 Plan; and the stockholder value transfer resulting from the proposed approval.

Subject to adjustment upon the occurrence of various corporate events as described in the 2025 Plan, the maximum number of shares of our common stock requested for stockholder approval under the 2025 Plan is 5,000,000 shares. Our Board believes that the number of shares underlying the 2025 Plan represents a reasonable amount of potential additional equity dilution.

Based on the closing price on the NASDAQ Stock Market for our common shares on the Record Date of $2.42 per share, the aggregate market value as of the Record Date of the 5,000,000 shares of common stock requested under the 2025 Plan is $12.1 million.

If the 2025 Plan is approved, we intend to utilize the shares authorized under the 2025 Plan, to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the shares requested in connection with the approval of the 2025 Plan will last for about 4.5 years, based on our historic grant rates and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes materially.

Description of the 2025 Plan

The following is a summary of the material features of the 2025 Plan, but does not describe all of its terms. Therefore, you are encouraged to read the complete text of the 2025 Plan, as amended by the 2025 Plan, included as Appendix A to this proxy statement. Capitalized terms used in this Proposal 4 are defined in the 2025 Plan. In the event of any inconsistency between the 2025 Plan and this summary, the 2025 Plan will control.

Administration of the 2025 Plan

The Compensation Committee has the exclusive authority to operate, manage and administer the 2025 Plan in accordance with its terms and conditions. As administrator of the 2025 Plan, the Compensation Committee has the authority to grant awards to those individuals who are eligible to receive awards under the 2025 Plan. Among other

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things, the Compensation Committee has the power to determine the non-employee directors, employees and consultants who will be granted awards, the size and types of awards, the terms and conditions of awards, and the form and content of the award agreements. The Compensation Committee is also authorized to establish, administer and waive terms, conditions and performance goals of outstanding awards and to accelerate the vesting or exercisability of awards, in each case, subject to limitations contained in the 2025 Plan. The Compensation Committee also has the authority to interpret the 2025 Plan and award agreements and has the authority to correct any defects, supply any omissions and reconcile any inconsistencies in the 2025 Plan and/or any award agreements. The Compensation Committee’s decisions and actions concerning the 2025 Plan are final and conclusive. Within the limitations of the 2025 Plan and applicable law, the Compensation Committee may delegate its responsibilities under the 2025 Plan to persons selected by it. Our Board of Directors is permitted, under certain circumstances, to exercise all of the Compensation Committee’s powers under the 2025 Plan.

Eligible Participants

Our employees and consultants and those of our eligible subsidiaries and affiliates, as well as our non-employee directors, are eligible to receive awards under the 2025 Plan, as determined by the Compensation Committee in its discretion. As of the Record Date, we had approximately 50 employees, 7 non-employee directors and 1 consultant who were eligible to participate in the 2025 Plan. The basis for participation in the 2025 Plan is being eligible and selected by the Compensation Committee or its designee to receive a grant thereunder.

Shares Subject to the 2025 Plan

Upon the effectiveness of the 2025 Plan, up to maximum of 5,000,000 shares, subject to adjustment in the event of certain corporate events, stock splits, and similar transactions, may be issued pursuant to awards granted under the 2025 Plan. The shares subject to awards under the 2025 Plan may be authorized and unissued shares, or previously issued shares we re-acquired.

The aggregate number of shares subject to awards granted under the 2025 Plan will not be reduced by (i) shares of our common stock subject to awards that have been canceled, expired, forfeited or settled in cash or (ii) shares of our common stock issued in lieu of cash compensation based on fair market value. In addition, any shares subject to an award or portion of an award that is forfeited, terminated or settled for cash or otherwise expires will be available for future awards under the 2025 Plan. If we or one of our subsidiaries acquires or combines with another company as permitted by applicable stock exchange listing rules, any awards that may be granted under the 2025 Plan in substitution or exchange for outstanding stock options or other awards of the other company will not reduce the shares available for issuance under the 2025 Plan. However, any shares tendered or otherwise used in satisfaction of the exercise or hurdle price of an award or tax withholding obligations relating to an award will again become available for issuance pursuant to awards under the Plan.

Types of Awards

Under the 2025 Plan, the Compensation Committee is authorized to grant stock options, stock appreciation rights, restricted stock and restricted stock unit awards, performance units, performance shares, cash-based awards, and other stock-based awards.

Stock Options. A stock option is the right to purchase a specified number of shares of our common stock in the future at a specified exercise price and subject to the other terms and conditions specified in the award agreement and 2025 Plan. Stock options may either be granted in the form of incentive stock options, which may be eligible for special tax treatment under the Code, or nonqualified stock options. The Compensation Committee sets the exercise price of each stock option, which cannot be less than 100% of the fair market value of our common stock at the time of grant. The terms of any incentive stock option granted under the 2025 Plan must comply with the provisions of Section 422 of the Code. Stock options granted in substitution or exchange for stock options or awards of another company involved in a corporate transaction with us or a subsidiary will have an exercise price that is intended to preserve the economic value of the award that is replaced. The exercise price of any stock options may be paid in cash, shares of common stock already owned by the option holder, or any other method the Compensation Committee approves, such as a cashless broker-assisted exercise, sell-to-cover, net share settlement or other method that complies with applicable law, or any combination of these methods.

Stock options are evidenced by an award agreement specifying the exercise price, the vesting schedule, the number of options granted, and the other terms of the stock option. Stock options expire at the time set forth in the agreement,

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however no stock option shall be exercisable later than ten years from the date of grant. Unless the award agreement provides otherwise, the 2025 Plan provides that stock options terminate immediately upon the termination of a participant’s employment or service, although the Compensation Committee may determine in its discretion that option awards may be exercised following such termination.

Stock Appreciation Rights. A stock appreciation right (“SAR”) is the right to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date for the number of shares of our common stock that are exercised. The Compensation Committee sets the grant price for each SAR. A SAR may be granted as a stand-alone award, or in tandem with the grant of a stock option. When a SAR is exercised, the holder is entitled to an amount equal to the difference between (a) the exercise price of the SAR and (b) the fair market value of a share of our common stock on the date the SAR is exercised. SARs granted with a stock option will be exercisable or terminate only when the related stock option is exercisable or terminates. A stock option will no longer be exercisable to the extent that the holder exercises the related SAR. Likewise, a SAR will not be exercisable to the extent that a related stock option is exercised. SARs may be settled in cash, shares or a combination of cash and shares.

Each SAR is evidenced by an award agreement specifying the exercise price, the vesting schedule, the number of shares granted, and the other terms of the SAR. SARs expire at the time set forth in the award agreement, and any SAR granted in tandem with a stock option will have the same term as the related stock option. No SAR will be exercisable more than 10 years after it is granted. When a participant’s service terminates, the unvested portion of the SAR will be forfeited unless otherwise provided in the award agreement. Unless the applicable award agreement or certificate provides otherwise, the 2025 Plan provides that SARs cease to be exercisable upon the termination of a participant’s employment or service, though the Compensation Committee may determine in its discretion that an option award may be exercised following such termination.

Restricted Stock and Restricted Stock Unit Awards. Restricted stock is an award of shares of our common stock that vests in accordance with the terms and conditions set forth in the award agreement. Until the applicable restrictions lapse, the shares are subject to forfeiture and may not be sold or otherwise disposed of by the participant who holds them. After all conditions and restrictions applicable to such shares of restricted stock have been satisfied or lapse, such them. After all conditions and restrictions applicable to such shares of restricted stock have been satisfied or lapse, such shares shall become freely transferable by such participant.

Restricted stock units confer the right to receive shares at a future date and are denominated in units of shares of our common stock. No shares of stock actually are issued to the recipient of a restricted stock unit on the grant date. Instead, when a restricted stock unit award vests, it is settled by a delivery of shares, a cash payment determined by the then-current fair market value of the shares, or a combination of shares and cash.

Each restricted stock award or restricted stock unit is evidenced by an award agreement specifying the number of shares, the vesting schedule, the vesting conditions, and the other terms of the restricted stock award or restricted stock unit. Vesting of restricted stock awards and restricted stock units may be based on continued employment or service and/or satisfaction of performance goals or other conditions established by the Compensation Committee. Unless set forth in the award agreement, a recipient of restricted stock will have the rights of a stockholder during the restriction period, including the right to receive any dividends, which may be subject to the same restrictions as the restricted stock. A recipient of restricted stock units will have none of the rights of a stockholder unless and until shares are actually delivered to the participant. Upon termination of employment or a period of service, or failure to satisfy other vesting conditions, a participant’s unvested shares of restricted stock and unvested restricted stock units are forfeited, unless the participant’s award agreement, or the Compensation Committee, provides otherwise.

Performance Units, Performance Shares and Cash-Based Awards. Performance units, performance shares and/or cash-based awards granted to a participant are amounts credited to a bookkeeping account established for the participant. Each performance unit shall have an initial value that is established by the Compensation Committee at the time of grant. Each performance share shall have an initial value equal to the fair market value of a share on the date of grant. Each cash-based award shall have a value that is determined by the Compensation Committee. After a performance unit, performance share or cash-based award has vested, the participant will be entitled to receive a payout of cash, shares of our common stock, or a combination thereof depending upon the extent to which performance goals or other conditions the Compensation Committee established at the time of grant are satisfied. The number of performance units, performance shares and cash-based awards granted to a participant is determined by the Compensation Committee. A participant’s award agreement describes the effect of a termination of employment on the participant’s performance units, performance shares or cash-based award. The Compensation Committee shall

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determine the extent to which any pre-established performance goals or other terms and conditions of the awards have been attained (or not attained) at the completion of the performance period. The Compensation Committee may, in its discretion, waive any such performance goals and/or other terms and conditions relating to any such award. The performance goals applicable to payment of performance units, performance shares and/or cash-based awards may provide for a targeted level or levels of achievement.

Other Stock-Based Awards. The Compensation Committee may grant to participants other awards (which may include rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our common stock. Other stock-based awards may be granted either alone or in addition to other stock awards granted under the 2025 Plan. Each other stock-based award will be evidenced by an agreement specifying the date of grant, the number of shares or cash equivalent subject to the award, and other terms of the award. The Compensation Committee will determine the effect of a termination of employment or service on a participant’s other stock-based awards.

Fair Market Value

Fair market value is generally defined by the 2025 Plan as the closing price reported for our common stock on the primary stock exchange where our common stock is traded on the date for which fair market value is being determined. In the event no sale is reported on that date, the fair market value is the last sale price on the last preceding day on which a sale was reported. The closing per share trading price of our common stock on the Record Date was $2.42.

Limitations on the Number of Shares that may be Awarded to a Participant under the 2025 Plan

No participant may receive stock options and SARs for more than 1,000,000 shares in any fiscal year. In connection with a participant’s commencement of service in their capacity as an employee and/or consultant for us or any of our subsidiaries or affiliates, a participant may be granted stock options and SARs for up to an additional 3,000,000 shares, which shall not count against the limit set forth in the previous sentence. The foregoing limits are subject to adjustment in the event of certain corporate events, stock splits, recapitalization and other similar transactions.

No non-employee director may receive awards for service in any fiscal year that, together with any cash compensation payable for such fiscal year, have a grant date value of more than $500,000 (or $750,000 for the chair and/or vice chair).

Adjustments to the Shares Available for Issuance under the 2025 Plan

In the event of any corporate event or transaction, such as a reclassification, recapitalization, merger, consolidation, reorganization, issuance of warrants or rights, dividend or other distribution, stock split or reverse stock split, spin-off, split-up, combination or exchange of shares, repurchase of shares, or other similar change in corporate structure, partial or complete liquidation of our company or distribution (other than normal cash dividends) to our stockholders, or any similar corporate event or transaction, the Compensation Committee shall equitably substitute or adjust, as applicable, the number, class and kind of securities which may be delivered, the size of the plan reserve, and the individual participant limits, in order to prevent dilution or enlargement of participants’ rights under the 2025 Plan. The Compensation Committee shall also make appropriate adjustments and modifications in the terms of any outstanding awards to reflect any such events, adjustments, substitutions or changes. The Compensation Committee’s adjustment shall be effective and binding for all purposes of the 2025 Plan, subject to the restrictions specified in the 2025 Plan.

Repricing of Stock Options or SARs

Except for adjustments to reflect the effects of certain corporate transactions, the exercise price of stock options and the grant price of SARs may not be lowered, stock options and SARs may not be cancelled or exchanged for stock options or SARs with a lower exercise price or grant price, and stock options and SARs with an exercise price or grant price, as the case may be, that is higher than the current fair market value may not be cancelled in exchange for cash or any other type of award, in each case without prior stockholder approval.

Transferability of Awards

Except as otherwise determined by the Compensation Committee, no award and no right under any award may be assigned, sold or transferred by a participant other than by will or by the laws of descent and distribution. The

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Compensation Committee may permit transferability for certain awards, on a general or specific basis, and may impose conditions and limitations on any permitted transferability, provided that no award may be transferred for value or other consideration without first obtaining approval by our stockholders.

Clawback Policy

The Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any of our policies, cancel or require reimbursement of any awards granted, shares issued or cash received upon the vesting, exercise or settlement of any awards granted under the 2025 Plan or the sale of shares underlying such awards.

Change of Control

In the event of a change of control, as defined in the 2025 Plan, the Compensation Committee, in its discretion and on such terms and conditions as it deems appropriate, may take any of the following actions: provide that any outstanding awards become vested, non-forfeitable and/or exercisable; cancel or terminate restrictions or other conditions applicable to awards or deem any performance goals achieved; remove from awards any restrictions on transfer, sale, assignment, pledge or other disposition; treat target payment opportunities (or such other opportunity levels determined by the Committee in its discretion) attainable under any performance-based awards as fully or partially earned immediately prior to the effective date of the change of control; substitute for each share subject to an award the consideration received by stockholders in the transaction; cancel and convert awards into a right to receive cash equal to the spread between the exercise price, grant price or outstanding unpaid purchase price, as applicable, and the highest price per share paid in the transaction or, if higher, the highest fair market value of a share during the 30 consecutive business days immediately prior to the closing date of the transaction, multiplied by the number of shares subject to such award; and provide that an award can or cannot be exercised after, or will otherwise terminate or not terminate as of, a change of control; or provide that awards be exercised after, or will otherwise terminate or not terminate as of, a change of control; or provide that awards be assumed or replaced. If an award is not assumed or replaced, then such award will: become fully vested, non-forfeitable and/or exercisable; have its restrictions, performance goals or other conditions cancelled, terminated or deemed achieved; have any restrictions on transfer, sale assignment, pledge or other disposition with respect to such award lapse; and have any target payment opportunities (or such other opportunity levels determined by the Committee in its discretion) under such outstanding performance-based award deemed to have been fully earned for the entire performance period immediately prior to the change of control.

Unless otherwise provided in an award agreement, if a participant with respect to whom an award has been assumed or replaced is terminated without “cause” or for “good reason” by us, an affiliate or a subsidiary after the change of control, all outstanding awards held by such terminated employee will: become fully vested, non-forfeitable and/or exercisable; have their restrictions, performance goals or other conditions cancelled, terminated or deemed achieved; or have any restrictions on transfer, sale assignment, pledge or other disposition lapse.

However, with respect to outstanding performance-based awards not assumed or replaced, such awards: will be deemed achieved for the entire performance periods immediately prior to the change of control; any awards denominated in shares will be paid a pro rata number of shares (or, in the discretion of the Compensation Committee, the equivalent fair market value in cash of such shares) based on the target or, if greater, actual performance; and any such awards denominated in cash will be paid a pro rata amount of cash, in either case for the length of the performance period prior to either the change of control or an individual’s termination of service, as applicable. Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, determine not to apply any pro-ration to any such awards.

Term of the 2025 Plan

The 2025 Plan, as amended by the 2025 Plan, will become effective upon approval by our stockholders and will remain in effect until all shares subject to the 2025 Plan have been delivered and any restrictions on such shares have lapsed, unless the 2025 Plan is terminated earlier by our Board of Directors. No awards may be granted under the 2025 Plan on or after the tenth (10^th) anniversary of the date our stockholders approve the 2025 Plan.

Amendments, Modification or Termination of the 2025 Plan

Our Board of Directors may amend, alter, suspend, discontinue or terminate the 2025 Plan or any portion of it at any time. However, changes that would increase the maximum number of shares which may be sold or awarded under

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the 2025 Plan, decrease the minimum stock option price or grant price, change the class of persons eligible to receive awards under the 2025 Plan, extend the duration of the 2025 Plan or the period during which stock options or SARs may be exercised, or that otherwise require stockholder approval to comply with any applicable law, regulation or rule may not be made without stockholder approval.

The Compensation Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any awards granted under the 2025 Plan. Any such action that would materially impair (as determined by the Committee) the right of any participant shall not be made without the consent of the affected participant. Notwithstanding the foregoing, the Compensation Committee is authorized to make adjustments in the terms and conditions of, and the criteria (including performance targets and conditions and the actual achievement levels thereof) included in, awards in recognition of unusual or nonrecurring events affecting us or any of our affiliates, or financial statements of ours or any of our affiliates, or of changes in applicable laws, regulations, or accounting principles, whenever the Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2025 Plan.

New Plan Benefits

Following the approval of the 2025 Plan, in fiscal 2026, each of the Company’s non-employee directors will receive their regularly scheduled annual grant of restricted stock units valued at $65,000 (measured by our closing stock price on the date of grant and subject to vesting and proration, as further described below). However, other than with respect to these director grants, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the 2025 Plan because the grant and actual pay-out of awards under the 2025 Plan are subject to the discretion of the plan administrator.

Federal Income Tax Consequences under the 2025 Plan

The following discussion of certain U.S. federal income tax consequences of awards under the 2025 Plan is based on current U.S. federal tax laws and regulations and does not purport to be a complete discussion. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change by new legislation, by new regulations, by administrative pronouncements and by court decisions, or by new or clarified interpretations or applications of existing laws, regulations, administrative pronouncements and court decisions. Any such change may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the 2025 Plan is for general information only. Interested parties should consult their own tax advisors as to specific tax consequences, including the application and effect of foreign, state and local laws.

Non-Qualified Stock Options.

The grant of a non-qualified stock option does not result in taxable income to the optionee or a deduction for us at the time it is granted. Instead, an optionee exercising a stock option will generally realize taxable compensation at that time in the amount of the difference between the stock option price and the then market value of the shares, and income tax withholding requirements apply upon exercise. Generally, we will be allowed a deduction for federal income tax purposes in an amount equal to the taxable compensation realized by the optionee in the year of exercise. The optionee’s tax basis in the option shares is equal to the stock option price paid for the shares plus the amount includable in income upon exercise. At sale, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending upon how long the shares have been held.

Incentive Stock Options.

An optionee is not taxed at the time an incentive stock option is granted. The tax consequences upon exercise and later disposition of the underlying shares generally depend upon whether the optionee was an employee of ours or a subsidiary at all times from the date of grant until three months preceding exercise (one year in the case of disability) and on whether the optionee holds the shares for more than one year after exercise and two years after the date of grant of the stock option.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the stock option and we will not be allowed an income tax deduction at any time. The difference between the stock option exercise price and the amount realized upon disposition of the shares by the optionee will constitute either a long-term capital gain or a long-term capital loss.

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If the optionee meets the employment rule, but fails to observe the holding rule (a disqualifying disposition), the optionee generally recognizes the excess of the fair market value of the shares at the date of exercise over the option exercise price as ordinary income in the year of the disqualifying disposition. Any excess of the sales price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the shares were held after the stock option was exercised). If the sale price is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sales price over the stock option exercise price. In both situations, the tax deduction we are allowed will be limited to the ordinary income recognized by the optionee. Under current Internal Revenue Service (“IRS”) guidelines, we are not required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Restricted Stock.

Upon the grant of restricted stock, a participant will not recognize taxable income and we will not be allowed a tax deduction. Rather, on the date when the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the shares on that date (less the price paid, if any, for such shares). Alternatively, a participant may file with the IRS a “section 83(b) election” no later than 30 days after the date of grant of restricted stock, as a result of which he will recognize taxable ordinary income at the time of the grant, generally in an amount equal to the fair market value of the shares on the date of grant, less any amount paid for the grant. The amount recognized by the participant is subject to income tax withholding requirements. At the time the participant recognizes income with respect to the restricted stock, we are generally entitled to a deduction in an equal amount. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize capital gain (or loss) measured by the difference between the amount realized and the fair market value of the shares on the date the shares were vested/delivered to the participant pursuant to the award.

Restricted Stock Unit Awards, Performance Share Awards, Performance Unit Awards and Other Stock Based Awards.

A participant who receives a restricted stock unit award, performance share award, performance unit award or other stock-based award which includes a performance and/or vesting requirement or other restriction that must be satisfied prior to payment will not recognize any income for federal income tax purposes at the time of the grant of such award and we are not entitled to a deduction at that time.

When any part of a performance share award or award of restricted stock units is paid (in the case of cash) or delivered (in the case of shares) to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and we generally will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

Cash-Based Awards.

A participant who receives a cash-based award will realize compensation taxable as ordinary income in an amount equal to the cash paid at the time of such payment. Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and we generally will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income.

Impact of Section 409A

Section 409A of the Code applies to deferred compensation, unless the compensation was both deferred and vested prior to January 1, 2005. Generally speaking, “deferred compensation” is compensation earned currently, the payment of which is deferred to a later taxable year, and an amount is “vested” on the date that the participant’s right to receive the amount is no longer conditioned on the participant’s performance of services or upon the occurrence of an event (such as a change of control) or the achievement of performance goals that are substantially related to the purpose of the compensation.

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Stock options, restricted stock awards, restricted stock unit awards, performance share awards, and other stock-based awards available under the 2025 Plan are designed either to be exempt from the requirements of Code Section 409A or to satisfy its requirements. Awards subject to Code Section 409A and that fail to satisfy its requirements will subject the award holder to immediate taxation, an interest penalty, and an additional 20% tax on the amount underlying the award.

Registration with the Securities and Exchange Commission

We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of our common stock under the 2025 Plan, as amended by the 2025 Plan, with the SEC pursuant to the Securities Act, as soon as practicable after approval of the 2025 Plan by our stockholders.

Vote Requirement

The 2025 Plan to the 2025 Plan Proposal will be approved if a majority of the shares of our common stock, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal. If Proposal 4 is not approved, the 2025 Plan will not become effective and the 2016 Plan will continue operating under its current terms.

Equity Compensation Plan Information


Plan Category (as of June 30, 2025)	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	3,006,000	$2.57⁽¹⁾	2,393,715⁽²⁾
Equity compensation plans not approved by security holders	—	—	—

(1)	Represents the weighted average exercise price of outstanding options only, as restricted share units do not have an exercise price.

(2)	Total includes 1,449,715 under the Great Elm Group, Inc. 2016 Equity Incentive Plan and 944,000 under the Great Elm Group, Inc. 2016 Employee Stock Purchase Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 4.

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CORPORATE GOVERNANCE

Our business and affairs are managed and all corporate powers are exercised under the direction of our Board of Directors. Our Board of Directors establishes fundamental corporate policies and oversees our performance and our Chief Executive Officer and the other officers to whom our Board of Directors delegated authority to manage day-to-day business operations.

Our Board of Directors adopted corporate governance guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for our governance. It also adopted a Code of Business Conduct and Ethics that applies to members of our Board of Directors, our executive officers as well as all of our employees. Our Board of Directors has committees that assist our Board of Directors in carrying out its responsibilities. Each operates under a written charter adopted by our Board of Directors.

Our standing committee charters, including our Audit, Compensation, and Nominating and Corporate Governance Committee charters, and Code of Business Conduct and Ethics are posted on our website at www.greatelmgroup.com. Paper copies may be obtained upon request by writing to: Corporate Secretary, Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410.

Board of Directors

Functions

In addition to its general oversight role, our Board of Directors performs a number of specific functions, including:

•	Hiring and firing our Chief Executive Officer and overseeing his or her performance and that of other senior management in the operation of the Corporation;

•	Planning for management succession;

•	Guiding corporate strategy;

•	Reviewing and monitoring strategic, financial and operating plans and budgets and their development and implementation by management;

•	Assessing and monitoring risks and risk-management strategies;

•	Suggesting, reviewing and approving significant corporate actions;

•	Reviewing and monitoring processes designed to maintain our integrity, including financial reporting, compliance with legal and regulatory obligations, and relationships with stockholders, employees, customers, suppliers and others; and

•	Selecting director nominees, appointing board committee members, forming board committees and overseeing effective corporate governance.

Leadership Structure

Our Board of Directors retains the flexibility to determine on a case-by-case basis whether the positions of Chief Executive Officer and Chairman of the Board of Directors should be combined or separated and whether an independent director should serve as Chairman. This flexibility permits our Board of Directors to organize its functions and conduct its business in a manner it deems most effective in then prevailing circumstances. Our Board of Directors determined that its leadership structure is appropriate in light of our current management framework.

Currently, we have a non-independent Chairman and Chief Executive Officer, whose roles include:

•	To review and approve all board and committee agendas and approve information sent to our Board of Directors, providing input to management on the scope and quality of such information;

•	To consult with committee chairs regarding the topics and schedules of the meetings of our Board of Directors and its committees and approve such schedules to assure that there is sufficient time for discussion of all agenda items;

•	To call a special meeting of our Board of Directors or the independent directors at any time, at any place and for any purpose;

•	To be available for consultation and direct communication with GEG’s major stockholders;

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•	To consult with the Nominating and Corporate Governance Committee as part of the committee’s review of director nominations and recommendations of director candidates;

•	To consult with directors regarding acceptance of memberships on other boards to assure that multiple board service does not conflict or otherwise interfere with such directors’ service to GEG;

•	Led by the Compensation Committee, to report annually to our Board of Directors on succession planning, including policies and principles for executive officer selection; and

•	To perform such other duties as may be assigned from time-to-time by the independent directors.

The position and role of Chairman is intended to provide board leadership. It is also intended to expand lines of communication between our Board of Directors and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management.

Mr. Reese currently serves as Chairman of the Board of Directors and Chief Executive Officer of the Corporation and Mr. Drapkin currently serves as Vice Chairman of the Board of Directors. We currently do not have a lead independent director.

Our Board of Directors believes that its independence and oversight of management is maintained effectively through this flexible leadership structure, our Board of Directors’ composition and sound corporate governance policies and practices.

Director Independence

Our Board of Directors determines the independence of our directors by applying the independence principles and standards established by Nasdaq. These provide that a director is independent only if our Board of Directors affirmatively determines that the director has no direct or indirect material relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director. They also identify various relationships that preclude a determination of director independence. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, our Board of Directors annually reviews the independence of our directors and director nominees. In its most recent review, our Board of Directors considered, among other things, the absence of any employment relationships between the Corporation and its current directors and nominees and their immediate family members; the absence of any of the other specific relationships that would preclude a determination of independence under the Nasdaq independence rules; the absence of any affiliation of our directors and their immediate family members with our independent registered public accounting firm, compensation consultants, legal counsel, and investment bankers; and the absence of any transactions with directors and members of their families that would require disclosure in this proxy statement under SEC rules regarding related person transactions (other than as described herein).

Based upon this review, our Board of Directors affirmatively determined that each of our directors and director nominees, except for Mr. Reese, is independent. The independent directors are:


•	Matthew A. Drapkin	•	David Matter
•	David Schwartz	•	James P. Parmelee
•	Eric J. Scheyer	•	Lloyd Nathan
•	Booker Smith

Director Share Ownership Guidelines

Our Board of Directors has established director share ownership guidelines. Our non-employee directors are expected to beneficially own during their service as a board member common stock equal in value to at least five times the annual cash retainer for non-employee directors, excluding any committee retainers. Non-employee directors have five years from their initial election to the Board of Directors to meet the target stock ownership guideline, and they are expected to continuously own sufficient shares to meet the guideline once attained. The value of a non-employee director’s beneficial ownership of common stock is calculated by multiplying (i) the sum of the number of shares of common stock beneficially owned by the non-employee director (as determined in accordance with the next paragraph) by (ii) the closing price per share of the common stock on the applicable measurement date.

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Shares that count toward meeting the stock ownership guidelines for the directors are any class of our equity securities in any case held (i) directly or indirectly or by or for the benefit of immediate family members; (ii) by trusts for the benefit of such person or such person’s immediate family members; (iii) in a 401(k) plan, IRA or deferred compensation plan; (iv) as shares of restricted common stock and as shares subject to outstanding restricted stock unit awards, in either case, that vest solely based on the passage of time; and (v) as shares subject to outstanding deferred stock units. Shares of common stock subject to outstanding stock options, whether exercisable or unexercisable; unearned restricted common stock, restricted stock unit awards or other incentive awards, in each case, that vest based on performance; and warrants and all other forms of derivative securities do not count toward the stock ownership guidelines.

We prohibit shorting our stock by our directors and executive officers.

Board and Committee Meetings; Executive Sessions; Annual Stockholders’ Meetings

At regularly scheduled board and committee meetings, directors review and discuss management reports regarding our performance, prospects and plans, as well as significant opportunities and immediate issues facing us. At least once a year, our Board of Directors also reviews management’s long-term strategic and financial plans.

The Chief Executive Officer proposes the agenda and schedule for each board meeting to the Chairman of the Board of Directors, who then reviews and modifies or approves it. Committee agendas and schedules are set by or in consultation with the committee chair and with the approval of the Chairman of the Board of Directors. Directors are encouraged to propose agenda items, and any director also may raise at any meeting subjects that are not on the agenda. Information and other materials important to understanding the business to be conducted at Board of Directors and its committee meetings, to the extent available, are distributed in writing to the directors in advance of the meeting. Additional information may be presented at the meeting. An executive session of independent members of the Board of Directors is held at each regular board meeting, and any director may call for an executive session at any Board of Directors’ meeting. The Vice Chairman of the Board presides over executive sessions.

During the fiscal year ended June 30, 2025, our Board of Directors held 4 meetings and committees of our Board of Directors held 10 meetings. Each director attended at least 75% of the combined number of the meetings held by our Board of Directors and the committees of our Board of Directors on which such director served. Our directors may attend our annual meetings of stockholders. Mr. Reese attended the 2024 Annual Meeting of Stockholders, held on December 4, 2024.

Evaluation of Board and Director Performance

The Nominating and Corporate Governance Committee is required to annually review and evaluate the performance of our Board of Directors. The committee is required to assess our Board of Directors’ contribution as a whole and identify areas in which our Board of Directors or senior management believes a better contribution may be made. The purpose of the review is to increase the effectiveness of our Board of Directors, and the results are required to be reviewed with our Board of Directors and its committees.

Our Board of Directors is required to annually review the individual performance and qualifications of each director who may wish to be considered for nomination to an additional term. The evaluations are required to be reviewed by the Nominating and Corporate Governance Committee, which is required to make recommendations to our Board of Directors regarding nominees for election as directors.

Risk Oversight

Our Board of Directors is responsible for the general oversight of risks that affect us. Our Board of Directors receives regular reports on our operations from our Chief Executive Officer, as well as other members of management. Our Board of Directors reviews these reports and makes inquiries in their business judgment.

Our Board of Directors also fulfills its oversight role through the operations of its various committees, including our Audit Committee. Our Board of Directors receives periodic reports on each committee’s activities. Our Audit Committee has responsibility for risk oversight in connection with its review of our financial reports filed with the SEC. Our Audit Committee receives reports from our Chief Financial Officer and our independent auditors in connection with the review of our quarterly and annual financial statements regarding significant financial transactions, accounting and reporting matters, critical accounting estimates and management’s exercise of judgment in accounting matters. When reporting on such matters, our independent auditors also provide their assessment of management’s report and conclusions.

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Succession Planning and Management Development

Our Compensation Committee oversees and regularly evaluates leadership succession planning practices and results. Our Compensation Committee reports annually to our Board of Directors on succession planning, including policies and principles for executive officer selection.

Review of Related Person Transactions

SEC rules require us to disclose certain transactions involving more than $120,000 in which we are a participant and any of our directors, nominees as directors or executive officers, or any member of their immediate families, has or will have a direct or indirect material interest. The charter of our Audit Committee requires the committee to review and approve or ratify any such “related person transaction” that is required to be disclosed. Except as disclosed in this proxy statement, there have been no transactions or proposed transactions requiring review during fiscal year 2025 through the date of the mailing of this proxy statement.

Board Access to Senior Management, Independent Accountants and Counsel

Directors have complete access to our independent registered public accounting firm, senior management and other employees. They also have complete access to counsel, advisors and experts of their choice with respect to any issues relating to our Board of Directors’ discharge of its duties.

Retirement Policy

We have not established a board retirement policy.

Committees of our Board of Directors

Audit Committee

Our Audit Committee reviews our internal accounting procedures and considers and reports to our Board of Directors with respect to other auditing and accounting matters, including the selection of our independent auditors, the scope of annual audits, fees to be paid to our independent auditors and the performance of our independent auditors. Our Audit Committee relies on the expertise and knowledge of management and the independent auditors in carrying out its oversight responsibilities. On a routine basis, our Audit Committee meets separately with our independent auditors and invites select employees who work under the Chief Financial Officer to participate in its meetings. Our Audit Committee charter requires that each of the members of our Audit Committee is independent, as defined under SEC rules and Nasdaq listing standards, and that at least one member of our Audit Committee is an “audit committee financial expert” as defined under SEC rules. The responsibilities and activities of our Audit Committee are described in greater detail in our Audit Committee charter.

As of June 30, 2025, the Audit Committee of our Board of Directors was composed of Mr. Hugar (Chair), Mr. Matter and Mr. Parmelee. Mr. Hugar is not standing for reelection at the Annual Stockholders’ Meeting and, if elected, we expect to appoint Mr. Schwartz to the Audit Committee following Mr. Hugar’s retirement. We expect to appoint Mr. Parmelee as chair of the Audit Committee. Our Board of Directors determined that each of Mr. Matter, Mr. Parmelee and Mr. Schwartz is an independent director and is financially literate and that Mr. Parmelee is an audit committee financial expert as defined by the rules of the SEC. The committee’s charter, adopted by our Board of Directors, is posted on our website at www.greatelmgroup.com. Our Audit Committee held 7 meetings during the fiscal year ended June 30, 2025.

Compensation Committee

The Compensation Committee of our Board of Directors acts on behalf of our Board of Directors to review, adopt and oversee our compensation and employee benefit programs and practices, including, but not limited to:

•	establishment of corporate goals and objectives relevant to the compensation of our named executive officers and our other executive officers and evaluation of performance in light of these stated objectives;

•

evaluation of the performance of the named executive officers and determination and approval of, and, in the case of our Chief Executive Officer, recommendation to our Board of Directors for approval, the compensation and other terms of employment, including long-term incentive compensation, severance and change-in-control arrangements, of our named executive officers;

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•

appointment, retention, compensation, termination and oversight of the work of any independent experts, consultants and other advisers, review and approval of the fees and retention terms for such experts, consultants and other advisers and consideration at least annually of the independence of such consultants;

•	oversight of the activities of the individuals responsible for administering any incentive compensation plans; and

•

periodic review of the compensation paid to non-employee directors for their service on our Board of Directors and its committees. In fulfilling its responsibilities, our Compensation Committee is entitled to delegate to a subcommittee for any purpose it deems appropriate, including delegation to a subcommittee of our Board of Directors, which may consist of one or more members of our Board of Directors, or to an executive officer of the Company, the authority to make awards to non-executive officers under the equity-based plans, in accordance with guidelines and policies set by our Compensation Committee and subject to the terms of the applicable equity-based plan and applicable law.

For executive officers other than our Chief Executive Officer, our Compensation Committee considers evaluations and recommendations submitted to our Compensation Committee by our Chief Executive Officer on which compensation determinations are then made. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by our Compensation Committee, which determines whether, and if so in what manner, to recommend to the full Board of Directors any adjustments to his compensation as well as awards to be granted.

As of June 30, 2025, our Compensation Committee was composed of Mr. Parmelee (Chair), Mr. Scheyer and Mr. Drapkin. Following the Annual Stockholders’ Meeting and if elected, we expect our Compensation Committee to be composed of Mr. Parmelee (Chair), Mr. Smith and Mr. Drapkin.

Our Board of Directors determined that each of Mr. Parmelee, Mr. Scheyer, Mr. Smith and Mr. Drapkin is independent as defined by the Nasdaq rules. In addition, Mr. Parmelee and Mr. Smith are “non-employee” directors as defined under Section 16 of the Exchange Act. The Compensation Committee met 2 times during the fiscal year ended June 30, 2025. Our Compensation Committee operates under a written charter adopted by our Board of Directors.

The charter of our Compensation Committee provides that any independent compensation consultant engaged by our Compensation Committee works for our Compensation Committee, not our management, with respect to executive and director compensation matters.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating individuals to serve as our directors, advising our Board of Directors with respect to its composition, procedures and committees, evaluating incumbent directors, making recommendations to our Board of Directors as to determinations of director independence, and assessing the performance of management. Our Nominating and Corporate Governance Committee also oversees the development of our corporate governance matters. The responsibilities and activities of our Nominating and Corporate Governance Committee are described in greater detail in the Nominating and Corporate Governance Committee charter.

Our Nominating and Corporate Governance Committee is committed to a diversified board, seeking members from various professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional integrity. However, our Nominating and Corporate Governance Committee does not have a policy with respect to diversity considerations in the selection of director nominees. Our Nominating and Corporate Governance Committee evaluates nominees to our Board of Directors, which evaluation applies to both new director candidates as well as incumbent directors, in the context of the current composition of our Board of Directors, the operating requirements of the Corporation and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the criteria for director qualifications set by our Board of Directors, as well as diversity, age, skills, and such other factors as it deems appropriate to maintain a balance of knowledge, experience, effectiveness and capability. In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee typically reviews such directors’ overall service during their term, including:

•	the number of meetings attended;

•	the level of participation;

•	the quality of performance; and

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•	any other relationships and transactions that might impair such directors’ independence.

In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. Our Nominating and Corporate Governance Committee arranges for as many members of the Nominating and Corporate Governance Committee as it determines advisable to interview each potential candidate it is considering recommending to our Board of Directors. Our Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors by majority vote.

Our Nominating and Corporate Governance Committee believes that a candidate for director should have certain minimum qualifications. Our Nominating and Corporate Governance Committee will generally consider such factors as:

•	possessing relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience and international business experience;

•	the ability to read and understand basic financial statements;

•	having sufficient time to devote to our affairs;

•	a reputation for personal integrity and ethics;

•	demonstrated excellence in his or her field;

•	the ability to work effectively with the other members of our Board of Directors;

•	having the ability to exercise sound business judgment; and

•	the commitment to rigorously represent the long-term interests of the stockholders.

Notwithstanding the foregoing, our Nominating and Corporate Governance Committee reserves the right to modify these factors from time to time, taking into account the then current needs of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.

Our Nominating and Corporate Governance Committee considers and evaluates any candidate who is properly recommended by stockholders, identified by members of our Board of Directors or our executive officers, or, at the discretion of our Nominating and Corporate Governance Committee, an independent search firm.

As of June 30, 2025, our Nominating and Corporate Governance was composed of Mr. Drapkin (Chair), Mr. Scheyer and Mr. Hugar. Mr. Hugar is not standing for reelection at the Annual Stockholders’ Meeting and, if elected, we expect to appoint Mr. Nathan to the Nominating and Corporate Governance Committee following Mr. Hugar’s retirement.

Our Board of Directors determined that each of Mr. Drapkin, Mr. Scheyer and Mr. Nathan is independent as defined by the Nasdaq rules. Our Nominating and Corporate Governance Committee held 1 meeting during the fiscal year ended June 30, 2025.

Communications with our Board of Directors

Stockholders and other interested parties may contact any member (or all members) of our Board of Directors (including, without limitation, the non-management directors as a group), any committee of our Board of Directors or the Chair of any such committee by mail. All such correspondence may be sent addressed to our Board of Directors, any committee or any individual director, c/o Corporate Secretary, Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410.

All stockholder communications will be opened and reviewed by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of

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advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to our Board of Directors or any group or committee of directors, the Corporate Secretary will make sufficient copies and send one copy to each director who is a member of the group or committee to which the envelope is addressed.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee during fiscal year 2025:

•	was an officer or employee of ours or any of our subsidiaries;

•	was formerly an officer of ours or any of our subsidiaries; or

•	(except as described herein) had any relationship requiring disclosure by us under the SEC’s rules requiring disclosure of related party transactions in this proxy statement.

Insider Trading Policy - Hedging

The Corporation has adopted an insider trading policy governing the purchase, sale and other dispositions of the Corporation’s securities by all directors, officers and employees of the Corporation and GECM (as defined below) (“Covered Persons”) that is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq standards. In addition, the Corporation’s insider trading policy provides that all Covered Persons and certain of their related persons may not engage in any hedging or monetization transactions, such as zero cost collars and forward sale contracts, with respect to Corporation securities, including those granted to, or held directly or indirectly by, such Covered Persons. Further, such persons may not trade in options, warrants, puts and calls or similar instruments on Corporation securities or sell Corporation securities “short.”

Certain Relationships and Related Transactions

On February 26, 2020, we issued $30 million aggregate principal amount of PIK Notes. On March 10, 2021, we issued additional PIK Notes in an aggregate principal amount of $2.3 million. The PIK Notes accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at our option. As of June 30, 2025, the total principal amount of the PIK Notes outstanding (including any Additional PIK Notes paid as of such date) was $35.1 million. In June 2025, the Company repurchased $2.2 million principal amount of PIK Notes for $1.8 million. During the fiscal year ended June 30, 2025, we paid interest on the PIK Notes in-kind by issuing $1.8 million of Additional PIK Notes to holders. Funds managed by ICAM and Northern Right, Mr. Drapkin and trusts affiliated with Mr. Scheyer, one of our directors, purchased the PIK Notes. Mr. Reese, our Chairman and Chief Executive Officer, is the Chairman and Chief Executive Officer of ICAM and Mr. Drapkin, one of our directors, is the Chief Executive Officer of Northern Right, and each of ICAM and Northern Right is a significant stockholder of the Corporation. Funds managed by ICAM currently own approximately $8.3 million aggregate principal amount of the PIK Notes, which are currently convertible into approximately 2,400,112 shares of our common stock. ICAM has agreed to not convert its PIK Notes into shares of our common stock prior to November 10, 2026. Mr. Drapkin, Northern Right and funds managed by it currently own approximately $7.8 million aggregate principal amount of the PIK Notes, which are currently convertible into approximately 2,250,113 shares of our common stock. Mr. Drapkin and certain of the funds managed by Northern Right have agreed to not convert its PIK Notes into shares of our common stock prior to July 15, 2026. Trusts affiliated with Mr. Scheyer currently own approximately $0.8 million aggregate principal amount of the PIK Notes, which are currently convertible into approximately 243,766 shares of our common stock.

We formed two special purpose vehicles, Prosper Peak Holdings, LLC (“PPH”) and Summit Grove Partners, LLC (“SGP”), through which we and certain of our investors invested $12.0 million and $24.0 million in the shares of GECC’s common stock, respectively. These investors included Long Ball and Elm Haven LLC (“Elm Haven”), which invested $1.5 million and $1.5 million in PPH, respectively, and $825,000 and $825,000 in SGP, respectively. Long Ball is managed by ICAM, an affiliate of our Chairman and Chief Executive Officer, Mr. Reese, and a significant stockholder, and Mr. Schwartz is indirectly invested in Long Ball. Mr. Schwartz, our director nominee, Long Ball and our director Mr. Drapkin, directly and through affiliated entities, are invested in Elm Haven.

On August 27, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Woodstead, pursuant to which Woodstead purchased, and we issued, 4,000,000 shares of our common stock, at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Securities Purchase

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Agreement of $2.25 per share, for an aggregate purchase price of $9 million. Pursuant to the Securities Purchase Agreement, we agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Securities Purchase Agreement) held by Woodstead within one hundred and fifty days following the date of the Securities Purchase Agreement. We also agreed to include the Registrable Securities in certain registration statements filed by us. Additionally, we issued to Woodstead (i) a warrant to buy 1,000,000 shares of common stock at an exercise price of $3.50 per share with a ten-year term and (ii) a warrant to buy 1,000,000 shares of common stock at an exercise price of $5.00 per share with a ten-year term. Furthermore, as long as Woodstead and its affiliates collectively continue to own at least 2,000,000 shares of our common stock (the “Ownership Requirements”), we have agreed to appoint one person designated by Woodstead to serve on our Board of Directors, and to continue to nominate such person to continue to serve on our Board of Directors at each annual meeting of our stockholders so long as Woodstead meets the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to our Board of Directors. On August 27, 2025, Booker Smith was appointed to our Board of Directors pursuant to the Securities Purchase Agreement. Additionally, in connection with the issuance of shares of our common stock and warrants to Woodstead, we paid Imperial Capital, an affiliate of ICAM and our chairman and Chief Executive Officer, a finder’s fee in the amount of $270,000.

Jason Reese, the Chairman of our Board of Directors and our Chief Executive Officer, is the Co-Founder, Chairman and Chief Executive Officer of ICAM, and Mr. Reese and Long Ball, which is managed by ICAM, beneficially own, in aggregate, approximately 22.2% of our common stock. Matt Kaplan, the President of Great Elm Capital Management, LLC (“GECM”), is also a Managing Director of ICAM. GECM has entered into a shared services agreement for back-office personnel with ICAM. Certain costs incurred under the agreement relate to human resources and other administrative services provided by ICAM employees, for the benefit of us and our subsidiaries, and are included in investment management expenses in our consolidated statements of operations. For the fiscal year ended June 30, 2025, such costs were $0.5 million. For the fiscal year ending June 30, 2026, we expect costs incurred under this agreement to relate mainly to operational services.

Our Amended and Restated Certificate of Incorporation and indemnification agreements with our directors and executive officers obligate us to indemnify our directors and executive officers. We have also purchased director and officer indemnification insurance.

Our Code of Business Conduct and Ethics applies to our directors and employees (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer). Our Code of Business Conduct and Ethics provides our written policies and procedures for the review of any activities by a director, executive officer or employee or members of their immediate families which create or appear to create an actual or potential conflict between the individual’s interests and our interests. Our Audit Committee is responsible for interpreting our Code of Business Conduct and Ethics, reviewing reports of alleged breaches of such Code of Business Conduct and Ethics and granting waivers of or approving amendments of such Code of Business Conduct and Ethics. Our Audit Committee is also responsible for reviewing and approving in advance any transactions between us and related persons that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information within four business days following the date of such amendment or waiver on our website at www.greatelmgroup.com. The identification of our website does not include or incorporate by reference the information on our website into this report.

Our Code of Business Conduct and Ethics requires all of our employees, executive officers and directors to avoid any activity or personal interest that creates or appears to create a conflict of interest with us, and requires all of our personnel to disclose any such activity or interest to management. Our directors and executive officers are required to obtain the prior written approval of our Audit Committee, or its designated member, following the full disclosure of all facts and circumstances before making any investment, accepting any position or benefits, or participating in any transaction or business arrangement that creates or appears to create a conflict of interest. All of our other employees are required to make such disclosure to, and receive the prior written approval of, those individuals who are delegated such responsibility through policies and procedures adopted by us.

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Executive Officers


Name	Age	Position
Jason W. Reese	60	Chairman & Chief Executive Officer
Keri A. Davis	41	Chief Financial Officer & Chief Accounting Officer
Nichole Milz	51	Chief Operating Officer
Adam M. Kleinman	50	President

Jason W. Reese has been our Chief Executive Officer since May 2023. Mr. Reese has been the Chairman of the Corporation’s Board of Directors since February 2020. Mr. Reese is the Co-Founder, Chairman and Chief Executive Officer of ICAM, founded in 1997. ICAM has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Prior to ICAM, Mr. Reese was a principal with Gordon, a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese is currently on the board of directors of City Ventures, LLC, a California-based private home builder. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering.

Keri A. Davis has been our Chief Financial Officer since May 2023. Ms. Davis has been the Chief Financial Officer and Treasurer of GECC since March 2019. Prior to serving in these positions, Ms. Davis served as SEC Reporting Manager for GEG and GECC. Prior to joining GECC, Ms. Davis served as a senior manager in the audit practice at PricewaterhouseCoopers LLP (“PwC”), a multinational professional services firm focusing on audit and assurance, tax and consulting services. She was employed in various capacities in the audit practice at PwC from 2005 to 2017. Ms. Davis holds a B.B.A in Accounting from the University of Massachusetts Amherst.

Nichole Milz has been our Chief Operating Officer since September 6, 2022. Prior to joining GEG, Mrs. Milz spent 16 years at Magnetar where she worked in various senior Operations, Finance and Strategy roles. At Magnetar, she served as Deputy Chief Operating Officer and ESG Officer of the Magnetar Energy and Infrastructure Group as well as a member of the Energy & Infrastructure management committee. Mrs. Milz also served as Treasurer of Star Peak Energy Transition Corp and Star Peak Corp II, two alternative energy-focused Special Purpose Acquisition Corporations. Prior to Magnetar, Mrs. Milz spent four years at Citadel Investment Group as head of Capital Structure Analysis, a team supporting the Global Credit group in modeling and fundamental credit analysis. She began her career at Ernst & Young where she was an Audit manager in the Entrepreneurial Services group, a Firm Educator, and a nominee and participant in the firm’s National Accounting Research Program. Mrs. Milz received her Master of Professional Accountancy and Bachelor of Business Administration with honors from the McCombs School of Business at The University of Texas at Austin in 1997.

Adam M. Kleinman has been our President since March 21, 2018. Mr. Kleinman is GECC’s Chief Compliance Officer and Secretary and GECM’s General Counsel and Chief Compliance Officer. Mr. Kleinman was a Partner, Chief Operating Officer and General Counsel of MAST Capital from 2009 to September 2017. Prior to joining MAST Capital, Mr. Kleinman was an associate in the Banking and Leverage Finance group at Bingham McCutchen LLP, where he represented financial institutions, hedge funds and corporate borrowers in a broad range of commercial finance transactions, including syndicated debt financings, asset-based credit facilities and domestic and international debt workouts and restructurings. Mr. Kleinman graduated Phi Beta Kappa from Haverford College in 1997 with a BA in History and received his JD from the University of Virginia School of Law in 2004.

TABLE OF CONTENTS

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

Summary Compensation Table


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)⁽⁴⁾	Stock Awards ($)⁽⁵⁾		Option Awards ($)⁽⁶⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽⁷⁾	Total ($)
Jason W. Reese⁽¹⁾ Chairman and Chief Executive Officer	2025	500,000	500,000	249,999					1,249,999
	2024	500,091	750,000	275,000		—	—	—	1,525,091
	2023	78,205	275,000	—		400,000	—	715,000	1,468,205
Adam M. Kleinman⁽²⁾ President	2025	400,000	200,000	62,500				76,300	738,800
	2024	400,091	200,000	125,000		—	—	13,200	738,291
	2023	399,997	200,000	326,814		—	—	12,200	939,011
Nichole Milz⁽³⁾ Chief Operating Officer	2025	325,000	200,000	106,251				113,800	745,051
	2024	300,091	212,500	150,000		—	—	13,200	675,791
	2023	226,349	125,000	106,311		—	—	—	457,660
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SEC Form DEFR14A filed by Great Elm Group Inc.