Form 8-K

8-K — Great Elm Group, Inc.

Accession: 0001193125-26-208889

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001831096

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — geg-20260506.htm (Primary)

EX-99.1 (geg-ex99_1.htm)

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8-K

8-K (Primary)

Filename: geg-20260506.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 06, 2026

Great Elm Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39832

85-3622015

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3801 PGA Boulevard

Suite 603

Palm Beach Gardens, Florida

33410

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 375-3006

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GEG

The Nasdaq Stock Market LLC

7.25% Notes due 2027

GEGGL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Great Elm Group, Inc. issued the press release furnished as Exhibit 99.1 to this report.

The foregoing information (including the Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated May 6, 2026

104

The cover page from this Current Report on Form 8-K, formatted as inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Great Elm Group, Inc.

Date:

May 6, 2026

By:

/s/ Keri Davis

Keri Davis, Chief Financial Officer

EX-99.1

Filename: geg-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

GREAT ELM GROUP REPORTS FISCAL 2026 THIRD QUARTER

FINANCIAL RESULTS

– Unrealized Loss of $9.8 Million on GEG’s Investments in the Quarter, Driven Primarily by GECC Share Price Volatility1 –

– Fee-Paying AUM and AUM Totaled $528 Million and $744 Million, Respectively, as of

March 31, 2026 –

– Total Revenue Increased 7% from the Prior-Year Period –

– Monomoy BTS Begins Development of Fourth Build-to-Suit Property –

– Strong, Liquid Balance Sheet with Over $45 Million of Cash and Equivalents Positions Company to Drive Continued Growth –

–Repurchased Approximately 1.4 Million Shares, Over 4% of Shares Outstanding –

– Board Approved a $15 Million Increase to GEG’s Stock Repurchase Program, Bringing Total Authorization to $40 Million –

Company to Host Conference Call at 8:30 a.m. ET on May 7, 2026

PALM BEACH GARDENS, Florida, May 6, 2026 – Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal third quarter ended March 31, 2026.

Management Commentary

Jason Reese, Chief Executive Officer of the Company stated, “We navigated a challenging fiscal third quarter against a backdrop of continued volatility and market negativity towards private credit. Results were primarily impacted by unrealized losses tied to movements in GECC’s share price. Nevertheless, we remain focused on prudent capital deployment and building momentum across our alternative asset management platform.

At GECC, we took decisive actions to strengthen the balance sheet and enhance portfolio quality. Our focus remains on rigorous credit underwriting, increasing portfolio diversification, and adding cash-generative, secured credit investments. GECC maintains ample liquidity and is positioned for an improved trajectory and long-term performance.

Within our real estate platform, Monomoy continues to drive growth and value creation. The business delivered strong operational execution during the quarter, supported by robust acquisition activity, an expanding development pipeline, and continued progress on strategic capital initiatives. Monomoy REIT closed five acquisitions during the quarter, surpassing total acquisition activity for all of calendar 2025, and continues to action a strong pipeline of attractive opportunities. We are actively exploring additional capital raising opportunities to grow the business.

We also continue to source unique investments through our proprietary network. Our CoreWeave-related investment continues to perform well, with cumulative distributions exceeding our initial investment and meaningful upside potential remaining at current trading levels.

Finally, we repurchased a significant amount of our common stock for the tenth consecutive quarter, underscoring our conviction in the business and our commitment to building shareholder value. Under our recently expanded stock repurchase program, approximately $25 million of capacity remains available. Looking ahead, we are focused on selectively deploying capital into compelling opportunities, growing assets under management and fee-related earnings, and delivering sustained long-term value for our shareholders.”

Fiscal Third Quarter 2026 and Recent Highlights

•

GEG’s fee-paying assets under management (“FPAUM”) and assets under management (“AUM”) totaled approximately $528 million and $744 million, respectively.

FPAUM and AUM decreased by 7% and 3%, respectively, compared to the prior-year period.

•

Total revenue for the third quarter was $3.4 million, compared to $3.2 million for the prior-year period, a 7% increase.

•

Net loss was $(13.5) million for the third quarter, compared to net loss of $(4.5) million in the prior-year period.

Increase in net loss primarily driven by unrealized losses associated with the Company’s investments in GECC common stock and SPVs related to GECC common stock.

•

Adjusted EBITDA for the third quarter was $(1.6) million compared to $0.5 million in the prior-year period.

•

As of March 31, 2026, GEG had approximately $45.5 million of cash and cash equivalents on its balance sheet to support growth initiatives across its alternative asset management platform.

•

GEG repurchased approximately 1.4 million shares in the third quarter, or over 4% of shares outstanding, at an average price of $2.04 per share.

Through May 4, 2026, Great Elm has repurchased approximately 7.8 million shares at an average price of $2.00 per share, equating to $15.6 million since the initiation of the stock repurchase program, leaving approximately $24.4 million of remaining capacity under the program for future repurchases.

GEG Business Highlights

Alternative Credit

•

GECC’s Board of Directors appointed Jason Reese as Chief Executive Officer on May 4, 2026, following Mr. Reese’s appointment as Executive Chairman on March 2, 2026, to provide seasoned credit investment experience and active management oversight.

•

GEG received management fees from GECC of $1.1 million for the fiscal third quarter ended March 31, 2026.

•

In February 2026, Great Elm Capital Management, LLC (“GECM”) waived all accrued and unpaid incentive fees for GECC through March 31, 2026. Additionally, in April 2026, GECM waived all accrued and unpaid incentive fees for GECC through June 30, 2026.

•

GECC paid $0.30 per share of dividends to shareholders in the quarter ended March 31, 2026.

•

GECC’s investment team continued targeted portfolio reviews and credit optimization initiatives during the quarter.

•

In Great Elm’s private credit strategy, the Great Elm Credit Income Fund, launched in November 2023, redeemed all third-party investors during the quarter, leaving the Company’s approximately $7.0 million investment at March 31, 2026.

Real Estate

•

Great Elm Real Estate Ventures (“Real Estate Ventures”), formed in connection with the KLIM strategic partnership, consolidates Great Elm’s three real estate subsidiaries under a single entity. These subsidiaries include:

Monomoy CRE, LLC, an asset manager, including manager of Monomoy REIT (“MREIT”);

Monomoy BTS, Corp. (“MBTS”), a build-to-suit development arm; and

Monomoy Construction Services, LLC (“MCS”), a full-service procurement and construction manager.

•

Real Estate Ventures operates as a comprehensive, vertically-integrated real estate enterprise serving the Industrial Outdoor Storage, or “IOS,” sector.

•

MCRE received investment and property management fees of approximately $1.0 million, growing more than 20% from the prior-year period.

MCRE is actively exploring additional capital raising opportunities to grow the business.

•

Monomoy REIT closed on five acquisitions, deploying and committing approximately $28 million2, and continued value-add construction on existing properties.

Additionally, MREIT closed $10.5 million three-year I/O property-level financing at an attractive interest rate.

•

MBTS delivered to the tenant and commenced the lease for its third development property in Florida and purchased land to begin its fourth development project in Texas.

•

MCS completed its fourth full quarter of operations, generating $0.7 million of revenue in the quarter.

Investments

•

Great Elm recorded an unrealized gain of $0.4 million from its CoreWeave-related investment during the fiscal third quarter of 2026, driven by market-based valuation changes.

Subsequent to quarter end, Great Elm received an additional $1.0 million of distributions from its CoreWeave-related investment, bringing total distributions to date to approximately $6.8 million, well in excess of its $5.0 million original capital investment.

Based on the closing price of CoreWeave’s common stock on May 5, 2026, the estimated value of GEG’s remaining investment is approximately $7.5 million, as of the date hereof.

•

Unrealized losses on the Company’s investments in GECC common stock and SPVs related to GECC common stock totaled $2.8 million and $8.1 million, respectively, for the quarter ended March 31, 2026.

Stock Repurchase Program

In the fiscal third quarter of 2026, GEG’s Board of Directors approved a $15 million increase to the Company’s stock repurchase program, authorizing the repurchase of up to $40 million in aggregate of its outstanding common stock in the open market. As of May 4, 2026, the Company has repurchased approximately 7.8 million shares for $15.6 million, at an average price of $2.00 per share, leaving approximately $24.4 million of capacity remaining under the program for future repurchases.

Fiscal 2026 Third Quarter Conference Call & Webcast Information

When: Thursday, May 7, 2026, 8:30 a.m. Eastern Time (ET)

Call: All interested parties are invited to participate in the conference call by dialing +1 (877) 407-0752; international callers should dial +1 (201) 389-0912. Participants should enter the Conference ID 13757472 if asked.

Webcast: The conference call will be webcast simultaneously and can be accessed here. A copy of the slide presentation accompanying the conference call can be found here.

About Great Elm Group, Inc.

Great Elm Group, Inc. (NASDAQ: GEG) is a publicly-traded, alternative asset manager focused on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies. Great Elm Group, Inc. and its subsidiaries currently manage Great Elm Capital Corp., a publicly-traded business development company, and Monomoy Properties REIT, LLC, an industrial outdoor storage (“IOS”) focused real estate investment trust, in addition to other investments. Great Elm Group, Inc.’s website can be found at www.greatelmgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and represent Great Elm’s assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and Great Elm’s actual performance results may differ from those projected, and any such differences may be material. For information on certain factors that could cause actual events or results to differ materially from Great Elm’s expectations, please see Great Elm’s filings with the Securities and Exchange Commission (“SEC”), including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Additional information relating to Great Elm’s financial position and results of operations is also contained in Great Elm’s annual and quarterly reports filed with the SEC and available for download at its website www.greatelmgroup.com or at the SEC website www.sec.gov.

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use in filings with the SEC, and in public disclosures, of financial measures that are not in accordance with US GAAP, such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is derived from methodologies other than in accordance with US GAAP. Great Elm believes that Adjusted EBITDA is an important measure for investors to use in evaluating Great Elm’s businesses. In addition, Great Elm’s management reviews Adjusted EBITDA as they evaluate acquisition opportunities.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it either in isolation from, or as a substitute for, analyzing Great Elm’s results as reported under US GAAP. Non-GAAP financial measures reported by Great Elm may not be comparable to similarly titled amounts reported by other companies.

Included in the financial tables below is a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP financial measure, net income from continuing operations.

Endnotes

1 Includes approximately $0.1 million of net realized and unrealized gain attributable to the Company’s investment in Consolidated Funds for the quarter ended March 31, 2026.

2 Includes estimated future capital expenditures and tenant improvement commitments.

Media & Investor Contact:

Investor Relations

geginvestorrelations@greatelmcap.com

Great Elm Group, Inc.

Condensed Consolidated Balance Sheets

Dollar amounts in thousands (except per share data)

ASSETS

March 31, 2026

June 30, 2025

Current assets

Cash and cash equivalents

45,529

30,603

Receivables from managed funds

4,154

8,331

Investments, at fair value

31,408

60,614

Prepaid and other current assets

1,863

2,803

Real estate assets, net

7,182

9,085

Related party loan receivable

8,000

Assets of Consolidated Funds:

Cash and cash equivalents

1,483

3,907

Investments, at fair value

5,521

14,327

Other assets

227

Total current assets

97,221

137,897

Identifiable intangible assets, net

11,156

12,009

Goodwill

440

Right-of-use assets

1,332

1,603

Other assets

1,635

1,988

Total assets

111,784

153,937

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

777

1,026

Accrued expenses and other current liabilities

5,975

7,707

Current portion of related party payables

191

258

Current portion of lease liabilities

346

355

Liabilities of Consolidated Funds:

Payable for securities purchased

Accrued expenses and other liabilities

172

Total current liabilities

7,375

9,614

Lease liabilities, net of current portion

1,007

1,260

Long-term debt (face value $26,945)

26,587

26,373

Convertible notes (face value $35,940 and $35,063, including $17,418 and $16,993 held by related parties, respectively)

35,551

34,602

Other liabilities

1,424

1,422

Total liabilities

71,944

73,271

Commitments and contingencies

Stockholders' equity

Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding

Common stock, $0.001 par value; 350,000,000 shares authorized and 31,424,975 shares issued and 29,917,837 outstanding at March 31, 2026; and 27,630,305 shares issued and 26,552,948 outstanding at June 30, 2025

Additional paid-in-capital

3,316,383

3,310,356

Accumulated deficit

(3,276,571

)

(3,240,063

)

Total Great Elm Group, Inc. stockholders' equity

39,840

70,318

Redeemable non-controlling interest in Consolidated Funds

10,348

Total stockholders' equity

39,840

80,666

Total liabilities and stockholders' equity

111,784

153,937

Great Elm Group, Inc.

Condensed Consolidated Statements of Operations

Dollar amounts in thousands (except per share data)

For the three months ended March 31,

For the nine months ended

March 31,

2026

2025

2026

2025

Revenues

3,418

3,209

17,217

10,708

Cost of revenues

(11

)

6,764

1,082

Operating costs and expenses:

Compensation and benefits

5,307

4,001

15,463

10,989

Selling, general and administrative

1,591

1,394

5,734

4,207

Depreciation and amortization

313

361

967

918

Expenses of Consolidated Funds

177

218

Total operating costs and expenses

7,388

5,775

22,382

16,154

Operating loss

(3,970

)

(2,555

)

(11,929

)

(6,528

)

Dividends and interest income

1,166

1,481

3,726

4,606

Interest expense

(1,033

)

(1,039

)

(3,083

)

(3,097

)

Net realized and unrealized (loss) gain

(9,873

)

(2,439

)

(24,095

)

3,767

Net realized and unrealized gain (loss) on investments of Consolidated Funds

(338

)

(3,315

)

(89

)

Interest and other income of Consolidated Funds

183

389

828

1,168

Loss before income taxes

(13,433

)

(4,501

)

(37,868

)

(173

)

Income tax expense

(87

)

(104

)

Net loss

(13,520

)

(4,501

)

(37,972

)

(173

)

Less: net income (loss) attributable to non-controlling interest in Consolidated Funds

204

)

(1,464

)

509

Net loss attributable to Great Elm Group, Inc. stockholders

(13,724

)

(4,497

)

(36,508

)

(682

)

Net loss attributable to stockholders per share

Basic

(0.45

)

(0.17

)

(1.20

)

(0.02

)

Diluted

(0.45

)

(0.17

)

(1.20

)

(0.02

)

Weighted average shares outstanding

Basic

30,763

26,915

30,451

28,000

Diluted

30,763

26,915

30,451

28,000

Great Elm Group, Inc.

Reconciliation from Net Loss to Adjusted EBITDA

Dollar amounts in thousands

Three months ended March 31,

Nine months ended March 31,

(in thousands)

2026

2025

2026

2025

Net loss

(13,520

)

(4,501

)

(37,972

)

(173

)

Interest expense

1,033

1,039

3,083

3,097

Income tax expense

104

Depreciation and amortization

313

361

967

918

Non-cash compensation

750

796

2,759

2,668

Loss (gain) on investments

9,779

2,777

27,410

(3,678

)

Change in contingent consideration

)

Adjusted EBITDA

(1,558

)

472

(3,649

)

2,826

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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