Great Elm (GEG) - 2025 Q4 - Annual Results

Form 8-K Cover Page This section presents the cover page details for Great Elm Group, Inc.'s Form 8-K filing, including company identification - Great Elm Group, Inc. (GEG) filed a Current Report on Form 8-K with the SEC on July 31, 2025[1][2] Company Information | Category | Detail | | :--- | :--- | | Company Name | Great Elm Group, Inc. | | Stock Ticker | GEG (Common Stock), GEGGL (7.25% Notes due 2027) | | Exchange | The Nasdaq Stock Market LLC | | Jurisdiction | Delaware | | Principal Executive Offices | 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 | Item 1.01 Entry into a Material Definitive Agreement This section details the company's entry into a material definitive agreement, including a stock purchase and a profits interest agreement Stock Purchase Agreement The company entered into a Stock Purchase Agreement with KLIM, issuing 1,353,885 common shares for approximately $2.86 million and granting registration rights and a board seat Private Placement Details | Metric | Value | | :--- | :--- | | Purchasers | Funds affiliated with Kennedy Lewis Investment Management LLC (KLIM) | | Shares Issued | 1,353,885 shares of Common Stock | | Price per Share | $2.1144 (20-day VWAP) | | Aggregate Purchase Price | $2,862,654.44 | - The company agreed to file a registration statement for the resale of the shares held by the purchasers within 120 days of the agreement[6] - As long as the purchasers meet certain ownership requirements (retaining profit interest and at least 50% of the shares), the company has agreed to appoint one person designated by the purchasers to its board of directors[7] Profits Interest Agreement The company formed Great Elm Real Estate Ventures, LLC, granting KLIM-affiliated investors a 15% profit interest in distributions, potentially increasing to 20% based on loan agreement draws - The company formed a new holding company for its real estate business, Great Elm Real Estate Ventures, LLC, of which it is the sole member[9] - KLIM-affiliated investors will receive a pro rata portion of 15% of aggregate distributions from Great Elm RE Ventures, with the potential to increase to a maximum of 20% based on borrowings under a separate Loan Agreement[9] Item 2.02 Results of Operations and Financial Condition This section notes the company's posting of preliminary and unaudited financial results in an investor presentation on its website - On July 31, 2025, the company posted an investor presentation to its website which included selected preliminary and unaudited financial results, furnished for SEC purposes[11][12] Item 3.02 Unregistered Sales of Equity Securities This section references the private placement of common stock, exempt from registration under the Securities Act - This item incorporates by reference the information from Item 1.01 regarding the private placement of 1,353,885 shares of common stock, which was exempt from registration under Section 4(a)(2) and Rule 506(b) of the Securities Act[5][13] Item 5.02 Election of Directors This section reports the election of Lloyd Nathan to the Board of Directors, fulfilling a covenant from the Stock Purchase Agreement - Effective July 31, 2025, Lloyd Nathan was elected to the Board of Directors, pursuant to the director appointment covenant in the Stock Purchase Agreement with KLIM[14] - Mr. Nathan possesses extensive real estate and construction expertise and qualifies as an independent director under Nasdaq listing rules[15] Item 8.01 Other Events This section covers additional significant events, including a new loan agreement and the issuance of a press release Loan Agreement A company subsidiary, Monomoy Properties REIT, LLC, secured a term loan facility of up to $150 million from KLIM-managed lenders, with $100 million initially funded - A company-managed REIT entered into a Loan Agreement with KLIM-managed investment vehicles for term loans of up to $150 million, with $100 million funded at the initial closing[16] Press Release The company issued a press release on July 31, 2025, announcing the stock issuance and the Profits Interest Agreement - A press release was issued on July 31, 2025, in connection with the private placement and the Profits Interest Agreement[17] Item 9.01 Financial Statements and Exhibits This section lists the financial statements and exhibits filed as part of the Current Report on Form 8-K Exhibits Filed | Exhibit Number | Description | | :--- | :--- | | 99.1 | Press Release, dated July 31, 2025 | | 99.2 | Investor Presentation, dated August 1, 2025 | | 104 | Cover page from this Current Report on Form 8-K, formatted as inline XBRL |