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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 31, 2025

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Great Elm Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

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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, FL		33410
(Address of Principal Executive Offices)		(Zip Code)

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

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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
(Nasdaq Global Select Market)

7.25% Notes due 2027

GEGGL

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On July 31, 2025, Great Elm Group, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”), a Delaware limited liability company (such funds, the “Purchasers”), pursuant to which the Purchasers purchased, and the Company issued, 1,353,885 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Stock Purchase Agreement of $2.1144 per share, or an aggregate purchase price of $2,862,654.44. The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.

Pursuant to the registration rights covenant under the Stock Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Stock Purchase Agreement) held by the Purchasers within one hundred and twenty days following the date of the Stock Purchase Agreement. The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company. The registration rights granted pursuant to the Stock Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.

In addition, pursuant to the director appointment covenant under the Stock Purchase Agreement, as long as the Purchasers and their affiliates collectively (i) retain the Profit Interest Percentage (as defined below) and (ii) continue to own at least 50% of the Shares (the “Ownership Requirements”), the Company has agreed to appoint one person designated by the Purchasers to serve on the Company’s board of directors (the “Board”), and to continue to nominate such person to continue to serve on the Board at each annual meeting of the Company’s stockholders so long as the Purchasers meet the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.

The foregoing summary of the Stock Purchase Agreement is qualified in its entirety by reference to the Stock Purchase Agreement which will be filed as an exhibit to our annual report on Form 10-K for the year ended June 30, 2025.

Profits Interest Agreement

In connection with the transactions described in this Current Report on Form 8-K, the Company formed a new holding company for its real estate business, Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“Great Elm RE Ventures”). The Company is the sole member of Great Elm RE Ventures and owns all of its equity interests, including its preferred equity pursuant to which it is entitled to a cumulative preferred distribution of 12.5% per annum and priority in distributions relating to the proceeds of certain specified transactions, subject to the right of the certain funds affiliated with KLIM set forth therein (the “Investors”) to purchase a pro rata participation interest in such preferred equity in an amount equal to the Profits Interest Percentage. Pursuant to a Profits Interest Agreement (the “Profits Interest Agreement”), dated July 31, 2025, by and among the Company, Great Elm RE Ventures and the Investors, each Investor will be entitled to receive, concurrently with any distribution of income made by Great Elm RE Ventures to the holders of its common equity interests, its pro rata portion of an amount equal to 15% of the aggregate amount of such distribution (the “Profit Interest Percentage”), which percentage will increase by 1.0% for each $10.0 million of borrowings drawn under the Loan Agreement (as defined below) up to a maximum of 20%. Each Investor will have certain tag-along rights in the event that the Company or its affiliates decides to transfer its common or preferred equity in Great Elm RE Ventures above a certain threshold.

The foregoing summary of the Profits Interest Agreement is qualified in its entirety by reference to the form of Profits Interest Agreement which will be filed as an exhibit to our annual report on Form 10-K for the year ended June 30, 2025

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2025, the Company posted its presentation for investors and interested parties to its website, which included selected preliminary and unaudited financial results for the Company. A copy of the presentation is furnished as Exhibit 99.2 and incorporated herein by reference.

The information included under Item 2.02 of this report (including the exhibit) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the director appointment covenant under the Stock Purchase Agreement, on July 31, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee (the “Nominating & Corporate Governance Committee”) of the Board, the Board elected and approved Lloyd Nathan to serve as a director, effective as of July 31, 2025, to serve until his successor is duly elected and qualified, or until the earlier of his death, resignation or removal. As of the time of this filing, the Board has not made a determination regarding the committees of the Board, if any, to which Mr. Nathan will be appointed.

Mr. Nathan has extensive real estate and construction expertise leading the strategic and tactical needs for the acquisition, development, financing, design, construction, and launch of multiple large-scale projects.

The Board has determined that Mr. Nathan is an independent director as defined in Nasdaq Listing Rule 5605(a)(2).

Mr. Nathan shall receive compensation for his service on the Board and any of its committees in accordance with our non-employee director compensation program.

Item 8.01 Other Events.

On July 31, 2025, Monomoy Properties REIT, LLC (the “REIT”), a private industrial outside storage focused real estate investment vehicle managed by Monomoy CRE, LLC, a wholly owned subsidiary of the Company, entered into a Loan Agreement (the “Loan Agreement”) dated as of the date hereof among the REIT, as borrower, certain investment vehicle managed by KLIM from time to time party thereto as lenders (the “Lenders”) and Alter Domus (US) LLC, as agent, for the Lenders, pursuant to which the Lenders are providing term loans for up to $150 million to the REIT (of which $100 million will be funded upon the initial closing) on the terms and conditions set forth therein. As a condition precedent to the effectiveness of the Loan Agreement, the Company agreed, upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement) to grant to the Investors a security interest in, and pledge to the Lenders, all of its limited liability company interests in Monomoy UpREIT, LLC (“UpREIT”), a subsidiary of the REIT, and the related rights thereto, including the right to receive distributions and vote the interests and the proceeds thereof.

On July 31, 2025, the Company issued a press release in connection with the issuance of the Shares and the entry into the Profits Interest Agreement. A copy of the press release is filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
99.1		Press Release, dated July 31, 2025
99.2		Investor Presentation, dated August 1, 2025
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: July 31, 2025		/s/ Keri A. Davis
		By: Keri A. Davis
		Title: Chief Financial Officer

Exhibit 99.1

Great Elm Group Announces Strategic Partnership with Kennedy Lewis Investment Management

- Purchases 4.9% of Great Elm Group’s Common Stock; $150 Million Debt Investment in Monomoy Properties REIT to Accelerate Industrial Real Estate Platform Expansion –

- Company to Host Conference Call at 8:30 a.m. ET on August 1, 2025 -

Transaction Highlights:

Certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”) purchase 4.9% of Great Elm Group, Inc’s (“GEG”) outstanding common stock at market price, approximately $2.11 per share.

$150 million of term loans in total strategic financing for Monomoy Properties REIT, LLC (“Monomoy REIT”) from KLIM to catalyze growth across the Monomoy industrial real estate platform recently consolidated under Great Elm Real Estate Ventures, LLC (“Real Estate Ventures”)

KLIM appoints board representatives at both GEG and Monomoy REIT, underscoring its commitment to a long-term partnership

Palm Beach Gardens, FL – July 31, 2025 — Great Elm Group, Inc. (“we,” “us,” “our,” “GEG” or “Great Elm,”) (NASDAQ: GEG), a publicly traded alternative asset manager, today announced a transformational strategic partnership with KLIM, an institutional alternative investment firm focused on opportunistic credit strategies including real estate with over $30 billion in assets under management. This partnership delivers up to $150 million in leverageable capital to support continued growth across Great Elm’s real estate platform, which includes Monomoy REIT, Monomoy CRE (MCRE), Monomoy Construction Services (MCS), and Monomoy BTS (MBTS) (together “Monomoy”). Monomoy offers a full-service suite of project management, procurement, construction management, asset management, market analysis and feasibility services for its industrial real estate tenants.

Under the terms of the transaction, KLIM is providing an initial $100 million term loan to Monomoy REIT, and the option for an additional $50 million in future capital. Additionally, KLIM is purchasing 4.9% of GEG’s common stock at market price, approximately $2.11 a share, and will hold an initial 15% profits interest (which may be increased to 20% under certain circumstances) in the newly formed Great Elm Real Estate Ventures, LLC, which consolidates GEG’s real estate subsidiaries: MCRE, MCS, and MBTS.

“KLIM’s investment strengthens our position as a full-spectrum real estate enterprise,” said Jason Reese, Chief Executive Officer of Great Elm. “Their deep sector expertise, alignment with our long-term vision, and capital commitment empower us to deliver superior value to Monomoy’s tenants and clients as well as our shareholders.”

KLIM is also appointing a board representative at each of Great Elm and Monomoy REIT, underscoring its role as a long-term partner.

“We are excited to partner with Great Elm and support the continued expansion of its industrial real estate platform,” said David Chene, Co-Founder of KLIM. “The integrated strategy being executed through Monomoy is exactly the kind of scalable, opportunity-rich platform we seek to support. We look forward to working closely with the leadership team to unlock the full potential of this business.”

About the Monomoy Platform

Monomoy Properties REIT, LLC (REIT) is a private real estate investment trust with approximately $400 million of diversified net leased IOS assets. Backed by disciplined investment principles and a long-term view, the REIT provides investors with exposure to mission-critical facilities occupied by high-quality tenants. The REIT offers investors returns through dividends and long-term capital appreciation.

Great Elm Real Estate Ventures (Real Estate Ventures), a newly created entity comprised of wholly owned subsidiaries of GEG, brings together a vertically integrated group of real estate-focused businesses, each playing a strategic role in delivering best-in-class industrial outdoor storage (IOS) properties across the United States. The wholly owned subsidiaries of GEG include the following:

Monomoy CRE, LLC (MCRE) serves as the real estate asset manager at the core of the Monomoy platform. MCRE is responsible for executing Monomoy Properties REIT’s day-to-day investment strategy while also sourcing and identifying prime IOS real estate opportunities for development by BTS. With deep market expertise and a proactive approach, MCRE ensures seamless coordination across acquisition, development, and asset management functions.

Monomoy BTS Corp. (BTS) focuses on acquiring land and developing custom-built IOS properties tailored to tenant needs. Each project is executed with precision, supporting business growth and operational efficiency for its clients.

Monomoy Construction Services, LLC (MCS) offers full-service procurement and construction management. MCS serves the REIT, BTS, and select third-party clients, ensuring consistent delivery, quality, cost control, and timely execution.

Together, these entities create a powerful, end-to-end real estate platform that combines deep market insight, professional asset management services investment expertise, and turnkey execution capabilities to generate long-term value for tenants and investors alike.

Transforming Into a Full-Service Real Estate Platform

This capital injection represents a major milestone in the continued growth and ongoing evolution of Great Elm’s real estate business. This structure enables Great Elm Real Estate Ventures to serve its tenants as a comprehensive, value-added real estate partner, enhancing delivery of real estate solutions from acquisition through development and management.

Strategic and Financial Impact

The KLIM financing substantially improves Monomoy REIT’s cost of capital and allows for the refinancing of existing convertible debt and repayment of key credit facilities. The capital will also be used to fund new acquisitions and further scale Monomoy’s operations.

Great Elm Real Estate Ventures Conference Call & Webcast Information

When:

Friday, August 1, 2025, 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 13755229 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 Kennedy Lewis Investment Management, LLC

Kennedy Lewis is a credit focused alternative investment manager founded in 2017 by David K. Chene and Darren L. Richman with over $30 billion under management. The firm and its affiliates manage private funds, a publicly traded REIT focused on landbanking (Millrose Properties, Inc.), a non-exchange traded business development company (Kennedy Lewis Capital Company), and collateralized loan obligations (Generate Advisors, LLC).

About Great Elm Group, Inc.

Great Elm Group, Inc. (NASDAQ: GEG) is an alternative asset manager focused on building a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies. GEG manages Great Elm Capital Corp. (NASDAQ: GECC), a publicly-traded business development company, Monomoy Properties REIT, LLC, an industrial outdoor storage-focused real estate investment trust along with its growing real estate services platform through Monomoy CRE, MBTS, and MCS. Learn more at www.greatelmgroup.com.

About Great Elm Real Estate Ventures

Great Elm Real Estate Ventures, a wholly owned subsidiary of GEG, consolidates the Monomoy real estate platform comprised of Monomoy CRE, LLC (MCRE), Monomoy Construction Services, LLC (MCS), and Monomoy BTS Corp (MBTS). Great Elm Real Estate Ventures operates as a full-service industrial outdoor space (IOS) enterprise that provides solutions for our tenants through property management, real estate investments, construction and development. Through the Monomoy platform, Real Estate Ventures invests in build-to-suit and existing Class A, B, and C single-tenant industrial properties across the US, focusing on equipment rental, building supply, materials, manufacturing, warehousing, distribution, and logistics, while specifically targeting critical markets with economic growth.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release that are “forward-looking” statements, including statements regarding expected benefits from the transaction, growth, profitability, acquisition opportunities 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 GEG’s assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and GEG’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 GEG’s expectations, please see GEG’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 GEG’s financial position and results of operations is also contained in GEG’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.

This press release does not constitute an offer of any securities for sale.

Media & Investor Contact:
Investor Relations
[email protected]

Exhibit 99.2

July 31, 2025 Great Elm Real Estate Ventures

• On July 31, 2025, Great Elm Group, Inc. (NASDAQ: GEG, “Great Elm”) and Kennedy Lewis Investment Management (“KLIM”) closed a strategic transaction catalyzing growth across the Monomoy platform. • 4.9% investment in GEG, up to $150 million in capital for real estate, and Board roles: o 4.9% purchase of GEG’s outstanding common stock at market price, approximately $2.11 per share, with capital earmarked to support future growth o $100 million term loan to Monomoy Properties REIT, LLC (“Monomoy REIT”), plus the option for an additional $50 million in future capital o KLIM receives 15% profits interest in the newly formed Great Elm Real Estate Ventures, LLC (“Real Estate Ventures”) o KLIM appoints a Board representative at both GEG and Monomoy REIT, underscoring its commitment to a long - term partnership ▪ Investment marks a transformative leap in the evolution of Great Elm’s real estate platform, positioning us to further propel growth and capitalize on momentum from the launch of Monomoy Construction Services (“MCS”) to complete our full - service platform in February this year Great Elm Group Announces Strategic Partnership Accelerating Real Estate Platform Expansion March 2023 ©2023 Great Elm Capital Corp. 2 July 31 , 2025 2

Great Elm Real Estate Organizational Structure Great Elm Real Estate Ventures unifies GEG’s vertically - integrated streamlined Real Estate platform Great Elm Real Estate Ventures (GEREV) Monomoy CRE (MCRE) Monomoy Construction Services (MCS) Monomoy BTS Corp (MBTS) 3 Great Elm Group, Inc. (GEG) Monomoy REIT July 31 , 2025 Denotes asset management / property management relationship

Monomoy REIT 4 Private real estate investment trust (“REIT”) focused on IOS assets. With an established track record of over ten years, Monomoy REIT offers exposure to mission critical properties with high - quality tenants. July 31 , 2025 $400 MILLION AUM 150 PROPERTIES 29 STATES 49 UNIQUE TENANTS Equipment Rental 58% Oil Field & Energy Services 28% Construction Supply 10% Industrial & Manufacturing, Specialized Services, Distribution & Logistics ~5% PORTFOLIO COMPOSITION INDUSTRY AND GEOGRAPHY Amounts approximate as of June 30, 2025

Great Elm Real Estate Ventures 5 Full - service, end - to - end real estate platform combining deep market insight, investment expertise, and turnkey execution capabilities for industrial outdoor storage (“IOS”) real estate clients Real Estate Asset Manager Manages Monomoy REIT, sources and diligences prime IOS development opportunities for Monomoy BTS, and ensures seamless coordination across the acquisition, development and asset management continuum Build - to - Suit Developer Develops properties from “ground up” to meet specific needs of existing Monomoy tenant base, partnering with them to deliver custom solutions and utilizing services of in - house design and construction teams Construction Manager Builds and improves real estate for Monomoy REIT, Monomoy BTS and select third - party clients, ensuring consistent delivery, quality, and cost control – known for its best - in - class preconstruction expertise and project execution July 31 , 2025 www.monomoycre.com

Our Real Estate Platform Evolution 6 May 2022 GEG acquires Monomoy REIT Investment Management Agreement Apr 2014 Founders form Monomoy REIT to invest in I OS equipment rental locations June 2017 Monomoy focuses strategy on construction, specialty rental, an d energy service tenants Jun 2024 Monomoy BTS sells first design build project 10 Feb 2025 GEG launches Monomoy Construction Services (MCS) upon acquisition of Greenfield CRE, completing full service, end - to - end real estate platform Dec 2014 Monomoy buys first United Rentals property in Minot, ND, followed by Mankato, MN and Simpsonville, SC in Dec 2014 Dec 2018 Monomoy REIT completes its first design - build project in Midland, TX Nov 2021 Monomoy REIT closes on its 100 th property Apr 2024 Monomoy celebrates 10 th anniversary July 2025 GEG and KLIM partner to form Great Elm Real Estate Ventures, anchored by $150 million investment in Monomoy REIT July 31 , 2025

Strategic Readiness Meets Unique Market Opportunity 7 Well Positioned for Success with Favorable Economic Tailwinds Driving Growth Demand is accelerating for domestic manufacturing and logistics space as global supply chains localize, boosting our core tenants’ growth planning Reshoring of Industry Increase in tariffs is driving a shift toward domestic production, positioning our tenants to grow alongside the rapid expansion of logistics, manufacturing, and infrastructure assets. Tariffs Data center demand and AI infrastructure spending are creating new real estate opportunities and tenant bases AI - Driven Capex Massive public and private investments in transmission, storage, and renewable infrastructure are spurring adjacent development Energy Infrastructure Boom Government - backed stimulus and infrastructure legislation are catalyzing long - term, high - impact projects Public Policy Surge in construction projects – industrial, commercial, mixed - use – is increasing demand for our tenants and drives expansion plans and demand for our value - add services Construction Bonanza Decline in interest rates would further boost affordability, capital access, and deal flow across asset class Favorable Interest Rates Move Team in Place, Timing is Now July 31 , 2025 ▪ Supercharging Scale and Reach with KLIM Our collaboration with KLIM accelerates progress toward our long - term goal — unlocking resources, expertise, and market reach ▪ Execution - Ready Team Positioned to Support Immediate Growth We believe the infrastructure and team is already in place to capitalize on these forces — ready to scale without delay.

Looking to the Future 8 KLIM transaction marks a multi - year evolution of the Monomoy platform, unlocking powerful value creation across Great Elm and Real Estate Ventures Our Goal Grow assets to $1+ billion and revenue to $100+ million by 2030, targeting Monomoy REIT IPO July 31 , 2025 ▪ Continues momentum of realized strategic vision Achieving our vision to become more than just an investment manager — GEG created a fully integrated, end - to - end real estate enterprise, culminating with the launch of MCS in Feb 2025 ▪ Expect KLIM partnership to further enhance GEG’s long - term value creation Targeting real estate platform growth in revenue from approximately $5 million 1 in fiscal 2025, to $20 million in fiscal 2026, and to $100+ million in fiscal 2030 ▪ Additional scale opens door to public markets Fast - tracking the growth of Monomoy REIT toward a targeted $1+ billion in assets provides a potential path to a public market debut 1 Fiscal 2025 amounts preliminary and unaudited 2025 2026 2030 TARGET GROWTH

9 About GEG Great Elm Group, Inc. (GEG) is a publicly - traded, alternative asset manager focused on: • Growing a scalable and diversified portfolio of long - duration and permanent capital vehicles • Investing in credit, real estate, specialty finance and other alternative strategies Alternative Credit • Focus on income generation and capital preservation • Investment in debt and income - generating securities, direct lending, CLOs, and special situations • Active investment in specialty finance businesses including Factoring, Asset Based Lending and Healthcare Real Estate • Full service, tenant - focused holder of industrial real estate across the United States • Focus on single - tenant light industrial properties with building footprints on significant acreage • Build - to - Suit “BTS” entity provides differentiated design - build solutions • Integrated Construction entity serves needs across business verticals and third - party consulting services • Actively seeking growth via other products Other Alternative Strategies • Active pursuit of new strategic businesses • Focus on long duration “sticky” capital • Alignment through GEG investment in funds • Durable fee structure • Operational leverage supported by existing GEG infrastructure ALTERNATIVE CREDIT REAL ESTATE OTHER ALTERNATIVE STRATEGIES July 31 , 2025

10 • Public BDC with ~$350 million AUM • ~12% of common stock held by GEG • Base management fee of 1.5% on gross assets • Income incentive fee of 20% after 7% hurdle on net assets Private Funds GECC • Great Elm Credit Income Fund focuses on direct lending, syndicated credit and special situations • Great Elm participates in unique investment opportunities presented to the Great Elm investment team Monomoy REIT • Private Industrial REIT with ~$400 million AUM • ~7% direct investment held by GEG • Base management fee of 1% on net assets • Property management fee of 4% on rents • 20% performance fee charged upon liquidity event after 8% hurdle GEG Managed Vehicles ALTERNATIVE CREDIT Monomoy BTS • Build - to - Suit entity develops properties to from “ground up” to meet specific needs of existing Monomoy tenant base • Partners with tenants to deliver custom solutions utilizing services of in - house design and construction team REAL ESTATE July 31 , 2025 Amounts approximate as of June 30, 2025

About Kennedy Lewis Investment Management, LLC Kennedy Lewis is a credit focused alternative investment manager founded in 2017 by David K. Chene and Darren L. Richman with over $30 billion under management. The firm and its affiliates manage private funds, a publicly traded REIT focused on land banking (Millrose Properties, Inc.), a non - exchange traded business development company (Kennedy Lewis Capital Company), and collateralized loan obligations (Generate Advisors, LLC). 11 July 31 , 2025

Disclaimer 12 Statements in this presentation that are “forward - looking” statements, including statements regarding expected benefits from the transaction, growth, including of the real estate business, profitability, acquisition opportunities, 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 . This presentation also includes financial information of Great Elm that is preliminary, has not been audited or reviewed by an independent registered public accounting firm and is subject to change . The actual results remain subject to the completion of management's final review and other closing procedures and may differ materially from such financial information included in this presentation due to the completion of its financial closing procedures, audit procedures and final adjustments . These preliminary estimates are not a comprehensive statement of Great Elm's financial results for fiscal 2025 and should not be viewed as a substitute for full financial statements prepared in accordance with US GAAP . In addition, these preliminary estimates are not necessarily indicative of the results to be achieved in any future period . Accordingly, you should not place undue reliance on these preliminary financial results . This presentation does not constitute an offer of any securities for sale by Great Elm or an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed by Great Elm or its subsidiaries . July 31 , 2025