GEG 8-K
Great Elm Group, Inc. (GEG)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 August 26, 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.
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Exhibit Number |
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Description |
99.1 |
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104 |
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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.
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Great Elm Group, Inc. |
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Date: |
August 26, 2026 |
By: |
/s/ Keri Davis |
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Keri Davis, Chief Financial Officer |
Exhibit 99.1
GREAT ELM GROUP REPORTS FISCAL 2026 FOURTH QUARTER AND FULL YEAR
FINANCIAL RESULTS
– Fiscal 2026 Net Loss of Approximately $35 Million, Driven Primarily by GECC Share Price Decline –
– Fourth Quarter Total Revenue Increased 88% from the Prior-Year Period –
– Nearly $400 Million of Gross Capital Raised in Fiscal 2026 –
– Fee-Paying AUM and AUM Grew 7% and 2% from the Prior-Year Period to $590 Million and $771 Million, Respectively, as of June 30, 2026 –
– Monomoy REIT Achieved Record Capital Deployment in the Fourth Quarter with Six Acquisitions and $34 Million of Committed Capital1 –
– Monomoy BTS Sold Third Development Property in June 2026 for Approximately $0.9 Million Gain on Sale and Purchased Fifth Development Property in July 2026 –
– GECC Delivered Improved NAV and Portfolio Performance During the Quarter While Continuing to Strengthen its Capital Structure Through Addressing Near Term Debt Maturities –
– Strong, Liquid Balance Sheet with Over $53 Million of Cash and Equivalents Positions Company to Drive Continued Growth –
– Repurchased Approximately 0.3 Million Shares, Roughly 1% of Shares Outstanding During the Fourth Quarter –
Company to Host Conference Call at 8:30 a.m. ET on August 27, 2026
PALM BEACH GARDENS, Florida, August 26, 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 fourth quarter and year ended June 30, 2026.
Management Commentary
Jason Reese, Chief Executive Officer of the Company stated, “Fiscal 2026 was a year of meaningful progress across Great Elm’s platform, although that progress was overshadowed by significant unrealized losses primarily driven by our investments in GECC and GECC-related vehicles. These mark-to-market changes had a significant impact on our financial results and book value.
Importantly, we exited the year with improving momentum across several of our businesses. We completed record capital raises of nearly $400 million across GEG and our managed vehicles and expanded our fee-paying assets under management.
Our real estate platform was a particular area of strength. Monomoy REIT achieved record acquisition activity as we continued to scale our industrial outdoor storage (IOS) portfolio, supported by our strategic partnership with Kennedy Lewis. Monomoy BTS advanced its build-to-suit strategy, profitably selling its second and third design-build properties,
advancing development of its fourth project, and acquiring its fifth property in July. While Monomoy Construction Services had a slower than expected ramp, we are encouraged by its growing pipeline, anchored by core tenants and new expanding relationships. Together, these businesses provide an integrated platform spanning construction, development, acquisitions and asset management, with significant opportunity to further scale.
We also strengthened our alternative credit platform during the year. Despite portfolio setbacks early in the year and challenging market sentiment toward private credit, GECC maintained a disciplined investment approach, enhanced portfolio quality, and took important steps to strengthen its capital structure, including redeeming debt and extending the maturity of its revolving credit facility. These actions leave GECC better positioned to pursue attractive investment opportunities and generate long-term, fee-related earnings.
Our CoreWeave-related equity investment also continued to generate significant value. Since April 1, we have received approximately $3 million of distributions, bringing our total distributions since inception to $8.6 million, compared with our original $5.0 million investment, while retaining meaningful upside potential at current trading levels.
Finally, we repurchased shares of our common stock for the eleventh consecutive quarter, reflecting our conviction in the intrinsic value of Great Elm, with nearly $24 million of capacity remaining under the repurchase program. While we are not satisfied with the reported loss for fiscal 2026, we enter fiscal 2027 with growing fee-paying assets, substantial liquidity and improving momentum across our operating businesses. We remain focused on disciplined capital deployment, expanding fee-related earnings and creating long-term value for our shareholders.”
Fiscal Fourth Quarter 2026 and Recent Highlights
Full Fiscal Year 2026 Highlights
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GEG Business Highlights
Alternative Credit
Real Estate
Investments
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Stock Repurchase Program
In the fiscal fourth 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 August 24, 2026, Great Elm has repurchased approximately 8.1 million shares at an average price of $2.00 per share, equating to $16.1 million since the initiation of the stock repurchase program, leaving approximately $23.9 million of remaining capacity under the program for future repurchases.
Fiscal 2026 Fourth Quarter Conference Call & Webcast Information
When: Thursday, August 27, 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 13757473 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.
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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 estimated future capital expenditures and tenant improvement commitments
Media & Investor Contact:
Investor Relations
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Great Elm Group, Inc.
Consolidated Balance Sheets
Dollar amounts in thousands (except per share data)
ASSETS |
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June 30, 2026 |
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June 30, 2025 |
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Current assets |
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Cash and cash equivalents |
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$ |
53,474 |
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$ |
30,603 |
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Receivables from managed funds |
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3,954 |
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8,331 |
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Investments, at fair value |
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32,612 |
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60,614 |
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Prepaid and other current assets |
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1,671 |
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2,803 |
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Real estate assets, net |
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2,403 |
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9,085 |
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Related party loan receivable |
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- |
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8,000 |
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Assets of Consolidated Funds: |
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Cash and cash equivalents |
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113 |
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3,907 |
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Investments, at fair value |
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5,346 |
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14,327 |
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Other assets |
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61 |
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227 |
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Total current assets |
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99,634 |
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137,897 |
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Identifiable intangible assets, net |
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10,879 |
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12,009 |
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Goodwill |
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440 |
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440 |
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Right-of-use assets |
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1,238 |
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1,603 |
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Other assets |
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1,493 |
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1,988 |
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Total assets |
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$ |
113,684 |
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$ |
153,937 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
1,215 |
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$ |
1,026 |
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Accrued expenses and other current liabilities |
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5,932 |
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7,707 |
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Current portion of related party payables |
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234 |
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258 |
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Current portion of lease liabilities |
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337 |
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355 |
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Liabilities of Consolidated Funds: |
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Payable for securities purchased |
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- |
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96 |
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Accrued expenses and other liabilities |
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11 |
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172 |
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Total current liabilities |
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7,729 |
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9,614 |
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Lease liabilities, net of current portion |
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923 |
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1,260 |
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Long-term debt (face value $26,945) |
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26,658 |
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26,373 |
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Convertible notes (face value $36,838 and $35,063, including $17,853 and $16,993 held by related parties, respectively) |
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36,474 |
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34,602 |
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Other liabilities |
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1,091 |
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1,422 |
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Total liabilities |
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72,875 |
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73,271 |
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Commitments and contingencies |
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Stockholders' equity |
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Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding |
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- |
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- |
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Common stock, $0.001 par value; 350,000,000 shares authorized and 31,139,625 shares issued and 29,778,239 outstanding at June 30, 2026; and 27,630,305 shares issued and 26,552,948 outstanding at June 30, 2025 |
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27 |
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25 |
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Additional paid-in-capital |
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3,316,289 |
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3,310,356 |
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Accumulated deficit |
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(3,275,507 |
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(3,240,063 |
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Total Great Elm Group, Inc. stockholders' equity |
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40,809 |
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70,318 |
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Redeemable non-controlling interest in Consolidated Funds |
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- |
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10,348 |
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Total stockholders' equity |
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40,809 |
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80,666 |
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Total liabilities and stockholders' equity |
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$ |
113,684 |
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$ |
153,937 |
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6
Great Elm Group, Inc.
Consolidated Statements of Operations
Dollar amounts in thousands (except per share data)
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For the three months ended June 30, |
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For the twelve months ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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$ |
10,559 |
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$ |
5,608 |
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$ |
27,776 |
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$ |
16,316 |
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Cost of revenues |
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6,484 |
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- |
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13,248 |
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1,082 |
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Operating costs and expenses: |
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Compensation and benefits |
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4,119 |
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4,489 |
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19,582 |
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15,478 |
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Selling, general and administrative |
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1,699 |
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2,244 |
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7,433 |
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6,451 |
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Depreciation and amortization |
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332 |
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331 |
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1,299 |
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1,249 |
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Expenses of Consolidated Funds |
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6 |
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19 |
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224 |
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59 |
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Total operating costs and expenses |
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6,156 |
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7,083 |
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28,538 |
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23,237 |
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Operating loss |
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(2,081 |
) |
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(1,475 |
) |
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(14,010 |
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(8,003 |
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Dividends and interest income |
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1,051 |
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1,451 |
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4,777 |
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6,057 |
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Interest expense |
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(1,023 |
) |
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(1,060 |
) |
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(4,106 |
) |
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(4,157 |
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Net realized and unrealized gain (loss) |
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1,851 |
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13,087 |
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(22,244 |
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16,854 |
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Net realized and unrealized gain (loss) on investments of Consolidated Funds |
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656 |
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3,411 |
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(2,659 |
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3,322 |
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Interest and other income of Consolidated Funds |
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130 |
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395 |
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958 |
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1,563 |
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Income (loss) before income taxes |
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584 |
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15,809 |
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(37,284 |
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15,636 |
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Income tax benefit (expense) |
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480 |
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(86 |
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376 |
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(86 |
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Net income (loss) |
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$ |
1,064 |
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$ |
15,723 |
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$ |
(36,908 |
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$ |
15,550 |
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Less: net income (loss) attributable to non-controlling interest in Consolidated Funds |
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- |
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2,150 |
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(1,464 |
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2,659 |
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Net income (loss) attributable to Great Elm Group, Inc. stockholders |
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$ |
1,064 |
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$ |
13,573 |
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$ |
(35,444 |
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$ |
12,891 |
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Net income (loss) attributable to stockholders per share |
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Basic |
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$ |
0.04 |
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$ |
0.51 |
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$ |
(1.17 |
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$ |
0.47 |
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Diluted |
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0.04 |
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0.37 |
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(1.17 |
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0.38 |
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Weighted average shares outstanding |
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Basic |
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29,801 |
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26,562 |
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30,289 |
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27,642 |
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Diluted |
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30,064 |
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37,737 |
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30,289 |
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38,817 |
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7
Great Elm Group, Inc.
Reconciliation from Net Income (Loss) to Adjusted EBITDA
Dollar amounts in thousands
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Three months ended June 30, |
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Twelve months ended June 30, |
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(in thousands) |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) |
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$ |
1,064 |
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$ |
15,723 |
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$ |
(36,908 |
) |
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$ |
15,550 |
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Interest expense |
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1,023 |
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1,060 |
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4,106 |
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4,157 |
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Income tax expense |
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(480 |
) |
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86 |
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(376 |
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86 |
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Depreciation and amortization |
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332 |
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331 |
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1,299 |
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1,249 |
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Non-cash compensation |
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856 |
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782 |
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3,615 |
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3,450 |
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(Gain) loss on investments |
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(2,507 |
) |
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(16,498 |
) |
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24,903 |
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(20,176 |
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Change in contingent consideration |
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- |
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- |
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- |
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(6 |
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Adjusted EBITDA |
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$ |
288 |
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$ |
1,484 |
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$ |
(3,361 |
) |
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$ |
4,310 |
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8