Great Elm Group, Inc 10-Q for FY2027 Q1
Great Elm Group, Inc. (GEG)
About this 10-Q
Great Elm Group, Inc filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2027 Q1).
Great Elm Group reported $3,338 thousand revenue and a $4,146 thousand net loss for the three months ended September 30, 2026. It held $43.2 million unrestricted cash and expects to refinance $26.9 million of GEGGL Notes due June 30, 2027. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.34M
- down 69.1% from $10.79M a year earlier
- Net loss
- $4.15M
- compared with a net loss of $7.9M a year earlier
- Diluted EPS
- -$0.14
- compared with -$0.24 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
(Nasdaq Global Select Market) |
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(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 29, 2026, there were
Table of Contents
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Item 1. |
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Condensed Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026 |
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Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2026 and 2025 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 5. |
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Item 6. |
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Unless the context otherwise requires, “we,” “us,” “our,” “GEG,” the “Company” and terms of similar import refer to Great Elm Group, Inc. and/or its subsidiaries. Our corporate website address is www.greatelmgroup.com. The information contained in, or accessible through, our corporate website does not constitute part of this report.
1
Cautionary Statement Regarding Forward-Looking Information
This report and certain information incorporated herein by reference contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct, and we may not achieve the financial results or benefits anticipated. These forward-looking statements are not guarantees of actual results. Our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation:
These forward-looking statements speak only as of the time of filing of this report and we do not undertake to update or revise them as more information becomes available. You are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Great Elm Group, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
Dollar amounts in thousands (except per share data)
ASSETS |
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September 30, 2026 |
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June 30, 2026 |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables from managed funds |
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Investments, at fair value |
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Prepaid and other current assets |
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Real estate assets, net |
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Assets of Consolidated Funds: |
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Cash and cash equivalents |
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Investments, at fair value |
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Other assets |
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Total current assets |
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Identifiable intangible assets, net |
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Goodwill |
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Right-of-use assets |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
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Accrued expenses and other current liabilities |
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Debt (face value $ |
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Related party payables |
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Current portion of lease liabilities |
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Liabilities of Consolidated Funds: |
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Accrued expenses and other liabilities |
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Total current liabilities |
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Lease liabilities, net of current portion |
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Debt (face value $ |
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Convertible notes (face value $ |
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Other liabilities |
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Total liabilities |
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Stockholders' equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Total Great Elm Group, Inc. stockholders' equity |
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Redeemable non-controlling interest in Consolidated Funds |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Great Elm Group, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
Amounts in thousands (except per share data)
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For the three months ended September 30, |
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2026 |
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2025 |
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Revenues |
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$ |
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$ |
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Cost of revenues |
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Operating costs and expenses: |
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Compensation and benefits |
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Selling, general and administrative |
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Depreciation and amortization |
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Expenses of Consolidated Funds |
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Total operating costs and expenses |
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Operating loss |
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Dividends and interest income |
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Interest expense |
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Net realized and unrealized loss |
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Net realized and unrealized loss on investments of Consolidated Funds |
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Interest and other income of Consolidated Funds |
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Loss before income taxes |
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Income tax benefit (expense) |
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Net loss |
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$ |
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$ |
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Less: net loss attributable to non-controlling interest in Consolidated Funds |
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Net loss attributable to Great Elm Group, Inc. stockholders |
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$ |
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Net loss attributable to stockholders per share |
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Basic |
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$ |
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$ |
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Diluted |
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Weighted average shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Great Elm Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
Amounts in thousands
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Common Stock |
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Additional |
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Accumulated |
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Total Great Elm Group, Inc. Stockholders' |
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Redeemable |
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Total Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Consolidated Funds |
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Equity |
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BALANCE, June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
- |
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$ |
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Net loss |
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- |
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- |
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- |
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( |
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( |
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- |
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Issuance of common stock related to vesting of restricted stock |
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- |
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- |
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- |
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- |
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- |
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- |
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Withholding tax payments related to restricted stock |
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- |
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- |
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( |
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- |
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( |
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- |
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Stock repurchases |
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- |
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- |
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- |
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Stock-based compensation |
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- |
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- |
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- |
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BALANCE, September 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
- |
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$ |
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5
Great Elm Group, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (continued)
Amounts in thousands
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Common Stock |
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Additional |
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Accumulated |
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Total Great Elm Group, Inc. Stockholders' |
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Redeemable |
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Total Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Consolidated Funds |
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Equity |
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BALANCE, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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- |
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- |
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- |
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( |
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( |
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( |
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( |
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Issuance of common stock related to vesting of restricted stock |
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- |
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- |
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- |
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- |
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- |
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Withholding tax payments related to restricted stock |
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- |
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- |
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- |
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Issuance of common stock related to equity transactions, net |
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- |
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Issuance of warrants |
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Distributions from Consolidated Funds |
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- |
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- |
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- |
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- |
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- |
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( |
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Stock repurchases |
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- |
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- |
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Stock-based compensation |
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BALANCE, September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Great Elm Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Dollar amounts in thousands
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For the three months ended September 30, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
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Adjustments to reconcile net loss to net cash flows from operating activities: |
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Proceeds from sale of real estate |
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Gain on sale of real estate |
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Depreciation and amortization |
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Stock-based compensation |
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Unrealized loss on investments |
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Realized loss (gain) on investments |
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Non-cash interest and amortization of debt issuance costs |
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Deferred tax benefit |
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Other non-cash expense, net |
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Adjustments to reconcile net loss to net cash flows from operating activities of Consolidated Funds: |
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Purchase of investments |
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Sales of investments |
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Amortization of premium and accretion of discount, net |
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Net realized and unrealized loss on investments |
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Changes in operating assets and liabilities: |
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Receivables from managed funds |
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Prepaid and other assets |
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Real estate under development |
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Lease Liabilities |
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Related party payables |
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Accounts payable, accrued expenses and other liabilities |
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Changes in operating assets and liabilities of Consolidated Funds: |
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Cash and cash equivalents |
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Other assets |
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Accrued expenses and other liabilities |
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Net cash flows from operating activities |
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Cash flows from investing activities: |
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Sales of investments |
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Purchases of investments |
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Related party loan receivable |
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Other |
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Net cash flows from investing activities |
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7
Great Elm Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
Dollar amounts in thousands
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For the three months ended September 30, |
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2026 |
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2025 |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock |
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Equity issuance costs |
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Stock repurchases |
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Withholding tax payments related to restricted stock |
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( |
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( |
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Distributions from non-controlling interests in Consolidated Funds |
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( |
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Net cash flows from financing activities |
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( |
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Net (decrease) increase in cash and cash equivalents |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
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Cash paid for taxes |
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Supplemental non-cash transactions: |
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Fair value of warrants issued |
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Lease liabilities and right of use assets arising from operating leases |
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Payable for real estate purchased |
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The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total cash and cash equivalents and restricted cash on the condensed consolidated statements of cash flows:
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September 30, 2026 |
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June 30, 2026 |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Cash, cash equivalents and restricted cash |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Great Elm Group, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2026
1. Organization
Great Elm Group, Inc. (referred to as the Company or GEG) is an alternative asset management company incorporated in Delaware. The Company focuses on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies.
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Great Elm Capital Management, LLC (GECM), Great Elm Opportunities GP, Inc. (GEO GP), Great Elm Capital GP, LLC (GEC GP), Great Elm Investments, LLC (GEI), Great Elm FM Acquisition, Inc. (FM Acquisition), Great Elm DME Holdings, Inc. (DME Holdings), Great Elm Real Estate Ventures, LLC (REV), Monomoy CRE, LLC (MCRE), Monomoy Construction Services, LLC (MCS), Monomoy BTS Corporation (MBTS) and Monomoy BTS Holdings, LLC (BTS). In addition, we have determined that the Company was the primary beneficiary of certain variable interest entities, and therefore the operations of those entities have been included in our consolidated results for the relevant periods.
The Company conducts its operations through the following
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes that are normally included in the Company’s Form 10-K and should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026. The Company’s significant accounting policies, which have been consistently applied, are summarized in those financial statements. These financial statements reflect all adjustments (consisting of normal and recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations.
Use of Estimates
The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an on-going basis, the Company evaluates all of these estimates and assumptions. The most important of these estimates and assumptions relate to revenue recognition, valuation allowance for deferred tax assets, estimates associated with accounting for asset acquisitions, and fair value measurements, including stock-based compensation. Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates.
Principles of Consolidation
The Company consolidates the assets, liabilities, and operating results of its wholly-owned subsidiaries, majority-owned subsidiaries, and subsidiaries in which we hold a controlling financial interest as of the financial statement date. In most cases, a controlling financial interest reflects ownership of a majority of the voting interests. We consolidate a variable interest entity (VIE) when we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.
9
All intercompany accounts and transactions have been eliminated in consolidation.
Redeemable non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent company’s equity or outside of permanent equity for non-controlling interests that are contingently redeemable. Non-redeemable non-controlling interests consist of profits interest issued to KLIM in REV (see Note 14 - Equity Transactions). These profits interests are classified as non-redeemable non-controlling interests as a component of permanent equity as they are not subject to holder put rights. There was no activity to report related to the non-redeemable non-controlling interests within the condensed consolidated financial statements. Results of operations attributable to the non-controlling interests are included in the Company’s condensed consolidated statements of operations.
Recently Adopted Accounting Standards
Debt. In November 2024, the FASB issued , Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt - Debt with Conversion and Other Options. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of the annual reporting period for all entities that have adopted the amendments in Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The Company's
Recently Issued Accounting Standards
Income Statement. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to expand the disclosure requirements for certain costs and expenses. In January 2025, FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03 as periods beginning after December 15, 2026 for annual reporting, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact that the adoption of these ASUs will have on its condensed consolidated financial statements.
Interim Reporting. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) to improve the navigability of the guidance in ASC 270 and clarify when it applies. The amendments in this ASU are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 31, 2027. Early adoption is permitted. The Company is evaluating the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.
The Company has considered all other newly issued accounting guidance that is applicable to the Company’s operations and the preparation of the unaudited condensed consolidated financial statements, including those that have not yet been adopted. The Company does not believe that any such guidance has or will have a material effect on its condensed consolidated financial statements and related disclosures.
3. Revenue
The Company's revenues are summarized in the following table:
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For the three months ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Investment management revenue: |
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Management fees |
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$ |
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$ |
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Incentive fees |
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Administration and service fees |
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Property management fees |
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Real estate property sales |
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Project management fees |
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Real estate rental income |
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Total revenues |
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$ |
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$ |
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10
The Company recognizes revenue at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customers under agreements with each investment product, which may be terminated at any time by either party subject to the specific terms of each respective agreement.
Management Fees
The Company earns management fees based on the investment management agreements between MCRE and Monomoy UpREIT, LLC (Monomoy UpREIT) as well as between GECM and Great Elm Capital Corp. (GECC), and other private funds (collectively, the Funds). The performance obligation is satisfied and management fee revenue is recognized over time as the services are rendered, since the Funds simultaneously receive and consume the benefits provided as GECM and MCRE perform services. Management fee rates range from
Incentive Fees
The Company earns incentive fees based on the investment management agreements GECM has with GECC and other private funds managed by GECM, and MCRE has with Monomoy Properties II, LLC (MP II), a feeder fund of Monomoy Properties REIT, LLC (Monomoy REIT). Where an investment management agreement includes both management fees and incentive fees, the performance obligation is considered to be a single obligation for both fees. Incentive fees are variable consideration associated with the investment management agreements recognized when the contractual performance criteria have been met and when it is determined that they are no longer probable of significant reversal. Each of the contracts with customers are evaluated on an individual basis to determine the timing of revenue recognition. Incentive fees typically arise from investment management services that began in prior reporting periods. Incentive fees are earned based on investment performance during the period, subject to the achievement of minimum return levels or high-water marks, in accordance with the terms of the respective investment management agreements. Incentive fees are typically
Administration and Service Fees
The Company earns administration fees based on the administration agreement GECM has with GECC whereby GECC reimburses GECM for costs incurred in performing certain administrative functions. In addition, the Company earns service fees based on the management agreement MCRE has with Monomoy UpREIT. This revenue is recognized over time as the services are performed. Administration fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflect agreed upon rates for the services provided. The services are accounted for as a single performance obligation for each investment vehicle that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis. The Company presents administration and service fees and related costs incurred in performing these functions on a gross basis.
The Company also earns service fees based on a shared services agreement with Imperial Capital Asset Management, LLC (ICAM). This revenue is recognized over time as the services are performed. Service fees are billed quarterly in arrears, which is consistent with the timing of the delivery of services and reflects agreed-upon rates for the services provided. The services are accounted for as a single performance obligation that is a series of distinct services with substantially the same pattern of transfer as the services are provided on a daily basis.
Property Management Fees
Under the Monomoy UpREIT property management agreement, MCRE is entitled to
11
Real estate property sales
Real estate property sales occur periodically when development projects are completed and there is a sales contract with a customer for the real estate property. The performance obligation is real estate development activities that are performed together and deliver a real estate property to a customer. Sales revenue and cost of revenues are recognized when or as control of the asset is transferred to the buyer and the performance obligation is satisfied. The control of the asset may transfer over time or at a point in time depending on when the transfer of control of the real estate property occurs and the completion status of the real estate development activities on that date. See Note 9 - Real Estate for additional information regarding real estate under development.
Project Management Fees
MCS, a wholly-owned subsidiary of REV, earns fees and is reimbursed certain expenses for providing construction management services. The performance obligation is satisfied, and project management fee revenue is recognized over time as the services are rendered. Given the project management fees are delivered during the construction period, recognition over time is determined using the percentage of completion method, which is based on construction costs incurred of the project relative to the total contractual costs. The Company presents the project management fees and associated costs related to such construction projects on a net basis as it is deemed to be the agent in the arrangement.
Real Estate Rental Income
The Company recognizes rental revenue in accordance with ASC 842, Leases, on a straight-line basis over the non-cancelable term of the lease. Under the terms of the lease, the Company may recover from the tenant certain expenses, including real estate taxes and other operating expenses. The recovery of these expenses is recognized in rental income in the accompanying condensed consolidated statements of operations, in the same periods as the expenses are incurred. These expenses recognized in both revenue and expense may fluctuate from period to period based on actual expense amounts.
4. Related Party Transactions
Related party transactions are measured in part by the amount of consideration paid or received as established and agreed by the parties. Consideration paid for such services in each case is the negotiated value.
The following tables summarize activity and outstanding balances between the managed investment products and the Company:
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For the three months ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Net realized and unrealized loss on investments |
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$ |
( |
) |
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$ |
( |
) |
Net realized and unrealized loss on investments of Consolidated Funds |
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( |
) |
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Dividend income |
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Interest income |
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(in thousands) |
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September 30, 2026 |
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June 30, 2026 |
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Dividends receivable |
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$ |
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$ |
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Investment management revenues receivable |
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Administration and service fee receivable |
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Receivable for reimbursable expenses paid |
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Receivable for real estate property development |
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Receivables from managed funds |
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$ |
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$ |
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Investment Management
GECM has agreements to manage the investment portfolios for GECC and other investment products, as well as to provide administrative services. MCRE has agreements with Monomoy UpREIT to receive management fees based on the managed assets (other than cash and cash equivalents) and rent collected, incentive fees based on the performance of those assets, and administration and service fees. See Note 3 - Revenue for additional discussions of the fee arrangements.
12
Investments
As of September 30, 2026, the Company owns
The Company receives dividends from its investments in GECC, MP II, Monomoy REIT and Monomoy UpREIT and earns unrealized gains and losses based on the mark-to-market performance of those investments. See Note 5 - Fair Value Measurements.
In February 2024, the Company invested $
In June 2024, the Company invested $
In December 2024, the Company invested $
Other Transactions
GECM has shared personnel and reimbursement agreements for back-office personnel with ICAM. Jason W. Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, is the Chief Executive Officer of ICAM. Certain costs incurred under these agreements relate to human resources and other administrative services provided by ICAM employees, for the benefit of the Company and its subsidiaries, and are included in Compensation and benefits and selling, general and administrative expenses in the condensed consolidated statements of operations. For the three months ended September 30, 2026 and September 30, 2025, such costs were $
On October 29, 2024, the Company and Mr. Reese entered into a voting waiver agreement (the Voting Waiver Agreement), pursuant to which Mr. Reese waived all voting rights associated with all outstanding shares (whether vested or unvested) of the Company's common stock for voting purposes that have been granted or awarded, and all future shares of the Company's common stock that may be granted or awarded, directly to Mr. Reese in his individual capacity by the Company in connection with his services as an officer, director or employee of the Company or its subsidiaries during the term of the Voting Waiver Agreement.
In May 2025, GECC and GECM entered into an equity distribution agreement with an investment bank (the Agent), under which GECC may issue and sell through the Agent, from time to time, shares of its common stock. Such sales are made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The sales price per share of the common stock sold in the offering, less the Agent’s commission, will not be less than the NAV per share of the common stock at the time of such sale. Consistent with the terms of the equity distribution agreement, GECM or an affiliate of GECM may, from time to time and in their sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share. During the three months ended September 30, 2026 GECM did
See Note 12 - Convertible Notes for details on the Convertible Notes issued to related parties.
13
In January 2025, the Company issued a promissory note to Monomoy REIT for up to $
The Company’s subsidiaries may from time to time make payments to vendors that are related parties, including payments to procure construction supplies. The total purchases from vendors that are related parties were $
5. Fair Value Measurements
GAAP provides a framework for measuring fair value on either a recurring or non-recurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
All financial assets or liabilities that are measured at fair value on a recurring and non-recurring basis have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.
The valuation techniques applied to investments held by the Company and by the Consolidated Funds varied depending on the nature of the investment. The financial assets and liabilities of the Consolidated Funds are presented in Note 6 - Variable Interest Entities.
Equity and equity-related securities
Securities traded on a national securities exchange are stated at the close price on the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level 1. The securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level 2.
Equity investments that do not have readily-available market prices utilize valuation models to determine fair value and are classified as Level 3.
Debt securities
Bank loans, corporate debt and other debt obligations traded on a national exchange are valued based on quoted market prices and classified as Level 2. Debt investments that are not actively traded are generally based on discounted cash flows and classified as Level 3. See Note 6 - Variable Interest Entities.
Investments in private funds
The Company values investments in private funds using NAV as reported by each fund’s investment manager. The private funds calculate NAV in a manner consistent with the measurement principles of FASB ASC Topic 946, Financial Services – Investment Companies, as of the valuation date. Investments valued using NAV as a practical expedient are not categorized within the fair value hierarchy.
14
As of September 30, 2026 and June 30, 2026, investments in private funds include investments in Monomoy UpREIT, Monomoy REIT and MP II, each of which are managed by wholly-owned subsidiaries of the Company, in addition to private funds managed by third-party investment managers. The private funds generally allow redemptions annually with
Investments at Fair Value, held by the Company
The assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized in the tables below:
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Fair Value as of September 30, 2026 |
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(in thousands) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Equity investments |
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$ |
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$ |
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$ |
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$ |
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Debt securities |
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Total assets within the fair value hierarchy |
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$ |
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$ |
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$ |
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$ |
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Investments valued at net asset value |
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$ |
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Total assets |
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$ |
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Fair Value as of June 30, 2026 |
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(in thousands) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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Equity investments |
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$ |
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$ |
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$ |
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$ |
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Total assets within the fair value hierarchy |
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$ |
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$ |
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$ |
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$ |
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Investments valued at net asset value |
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$ |
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Total assets |
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$ |
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The following is a reconciliation of changes in Level 3 assets:
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For the three months ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Beginning balance |
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$ |
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$ |
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Transfers In(1) |
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Transfers Out(1) |
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( |
) |
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Purchases |
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Sales and Paydowns |
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( |
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Net Accretion |
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( |
) |
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( |
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Ending balance |
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$ |
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$ |
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Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date |
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$ |
( |
) |
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$ |
( |
) |
(1)
The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities equal or approximate fair value based on the short-term nature of these instruments.
As of September 30, 2026 |
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Investment Type |
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Fair value |
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Valuation Technique |
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Unobservable Input |
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Range (Weighted Average) |
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Debt |
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$ |
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Income Approach |
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Discount Rate |
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Total Debt |
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$ |
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Equity/Other |
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Income Approach |
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Discount Rate |
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Market Approach |
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Earnings Multiple |
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Recent Transaction |
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Total Equity/Other |
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$ |
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15
As of June 30, 2026 |
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Investment Type |
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Fair value |
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Valuation Technique |
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Unobservable Input |
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Range (Weighted Average) |
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Equity/Other |
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Income Approach |
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Discount Rate |
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Recent Transaction |
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Total Equity/Other |
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$ |
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6. Variable Interest Entities
Through its wholly-owned subsidiaries GECM and MCRE, the Company serves as the investment manager, general partner, or managing member of certain private funds, in which it may also have a direct investment. For funds which are determined to be VIEs and where it is determined that the Company is the primary beneficiary, the criteria for consolidation are met. The Company monitors such funds and related criteria for consolidation on an ongoing basis. Funds that have historically been consolidated will be deconsolidated when the Company is no longer deemed to be the primary beneficiary and will then be treated as equity method investments.
The Company retains the specialized investment company accounting guidance under US GAAP with respect to the consolidated funds (collectively, the Consolidated Funds). As such, investments of the Consolidated Funds are included in the condensed consolidated balance sheets at fair value and the net realized and unrealized gains or losses on those investments are included as a component of non-operating income on the condensed consolidated statements of operations. Redeemable non-controlling interest in the Consolidated Funds is included in net (loss) income attributable to non-controlling interest in Consolidated Funds. The Company's risk with respect to the Consolidated Funds is limited to its beneficial interests in these funds. The assets of Consolidated Funds are not available to creditors of the Company. The creditors of Consolidated Funds do not have recourse to the Company other than to the assets of the respective Consolidated Funds.
The Company holds investments in certain funds that are VIEs but the Company is not deemed to be the primary beneficiary. Such investments are treated as equity method investments and the Company has elected the fair value option using NAV as a practical expedient with all changes in fair value reported in net realized and unrealized gain (loss) on investments on the condensed consolidated statements of operations. The Company's maximum exposure to loss related to the VIEs that the Company is not deemed to be the primary beneficiary is limited to the fair value of its investments in these entities.
See Note 2 - Summary of Significant Accounting Policies for additional details.
Investments at Fair Value, Consolidated Funds
The assets of the Consolidated Funds are measured at fair value on a recurring basis. As of September 30, 2026, there were
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Fair Value as of June 30, 2026 |
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(in thousands) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets of Consolidated Funds: |
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Equity investments |
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$ |
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$ |
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$ |
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$ |
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Debt securities |
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Total assets within the fair value hierarchy |
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$ |
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$ |
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$ |
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$ |
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Investments valued at net asset value |
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$ |
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Total assets |
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$ |
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16
The following is a reconciliation of changes in fair value of Level 3 assets of Consolidated Funds:
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For the three months ended September 30, |
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(in thousands) |
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2026 |
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2025 |
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Beginning balance |
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$ |
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$ |
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Transfers In(1) |
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Transfers Out(1) |
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( |
) |
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( |
) |
Purchases |
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Sales and Paydowns |
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( |
) |
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Net Accretion |
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( |
) |
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Ending balance |
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$ |
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$ |
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Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date |
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$ |
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$ |
( |
) |
|
(1)
The following table presents the ranges of significant unobservable inputs used to value Level 3 assets as of June 30, 2026.
As of June 30, 2026 |
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Investment Type |
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Fair value |
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Valuation Technique |
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Unobservable Input |
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Range (Weighted Average) |
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Debt |
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$ |
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Income Approach |
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Discount Rate |
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Total Debt |
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$ |
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Equity/Other |
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Market Approach |
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Earnings Multiple |
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Total Equity/Other |
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$ |
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7. Segment Reporting
The Company conducts its operations through the following
The Company has a corporate office that is included in “Corporate & Other”. The corporate office supports the segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance and human resources.
Our CODM is our of the Company’s Board of Directors, Jason W. Reese.
17
The following tables provide the operating financial results of our operating segments for the three months ended September 30, 2026 and September 30, 2025:
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For the three months ended September 30, 2026 |
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(in thousands) |
Alternative Credit |
|
|
Real Estate |
|
|
Total Segments |
|
|
Corporate & Other |
|
|
Total |
|
|||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-operating income/(expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends and interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net realized and unrealized loss |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
For the three months ended September 30, 2025 |
|
|||||||||||||||||
(in thousands) |
Alternative Credit |
|
|
Real Estate |
|
|
Total Segments |
|
|
Corporate & Other |
|
|
Total |
|
|||||
Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-operating income/(expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends and interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net realized and unrealized loss |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net realized and unrealized loss on investments of Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Interest and other income of Consolidated Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss before income taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Selling, general and administrative includes expenses such as insurance, rent, professional fees and other expenses, along with expenses of the Consolidated Funds.
8. Identifiable Intangible Assets, Net
The following table is a summary of the Company’s intangible assets as of September 30, 2026 and June 30, 2026:
|
|
As of September 30, 2026 |
|
|
As of June 30, 2026 |
|
||||||||||||||||||
(in thousands) |
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
||||||
Investment management agreements |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Assembled workforce |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer related |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Licenses |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Identifiable intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
18
During the three months ended September 30, 2026, the Company recorded amortization expense of $
The following table provides the estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter:
(in thousands) |
|
Estimated Future Amortization Expense |
|
|
Remainder of fiscal year 2027 |
|
|
|
|
For the year ending June 30, 2028 |
|
|
|
|
For the year ending June 30, 2029 |
|
|
|
|
For the year ending June 30, 2030 |
|
|
|
|
For the year ending June 30, 2031 |
|
|
|
|
For the year ending June 30, 2032 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
9. Real Estate
As part of its build-to-suit development initiatives, MBTS purchases certain land parcels. Contemporaneously with the land purchases, MBTS enters into commercial lease agreements, as a lessor, in respect to the land parcels and build-to-suit improvements to be constructed thereon. The leases commence upon substantial completion of the build-to-suit developments. The Company intends to sell the land and improvements with the attached leases at, or subsequent to, the respective lease commencement date.
In December 2024, a development was completed and the lease commenced. In September 2025, the Company completed the sale of this property for consideration totaling $
There was $
During the three months ended September 30, 2026 and September 30, 2025, the Company capitalized costs of $
10. Lessee Operating Leases
The Company leases office spaces in Boston, Massachusetts, Palm Beach Gardens, Florida and Charleston, South Carolina under operating leases. The Company’s office leases have a remaining term of to
|
|
For the three months ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Variable lease cost |
|
|
|
|
|
|
||
Cash paid for operating leases |
|
|
|
|
|
|
||
19
The following table provides details on the leases presented in the condensed consolidated balance sheets as of September 30, 2026 and June 30, 2026:
|
|
September 30, 2026 |
|
|
June 30, 2026 |
|
||
Weighted-average remaining life |
|
|
|
|
||||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
The following table provides a maturity analysis of the Company's operating lease liabilities as of September 30, 2026:
(in thousands) |
|
September 30, 2026 |
|
|
Remainder of fiscal year 2027 |
|
|
|
|
For the year ending June 30, 2028 |
|
|
|
|
For the year ending June 30, 2029 |
|
|
|
|
For the year ending June 30, 2030 |
|
|
|
|
For the year ending June 30, 2031 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Imputed interest |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
11. Debt
On June 9, 2022, we issued $
The Company’s debt is summarized in the following table:
(in thousands) |
|
September 30, 2026 |
|
|
June 30, 2026 |
|
||
GEGGL Notes |
|
$ |
|
|
$ |
|
||
Total principal |
|
$ |
|
|
$ |
|
||
Unamortized debt discounts and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt |
|
|
|
|
|
|
||
Deferred financing costs are amortized to interest expense on a straight-line basis over the
The GEGGL Notes include covenants that limit additional indebtedness or the payment of dividends subject to compliance with a net consolidated debt to equity ratio of
12. Convertible Notes
As of September 30, 2026 and June 30, 2026, the total outstanding principal balance of convertible notes due on
20
The Company may, subject to compliance with the terms of the Convertible Notes, effect the conversion of some or all of the Convertible Notes into shares of common stock, subject to certain liquidity and pricing requirements, as specified in the Convertible Notes.
The embedded conversion feature in the Convertible Notes qualifies for the scope exception to derivative accounting in FASB ASC Topic 815, Derivatives and Hedging, for certain contracts involving a reporting entity’s own equity. The Company incurred $
During the three months ended September 30, 2026 and September 30, 2025, the Company incurred interest expense of $
13. Earnings per Share
The following table presents the calculation of basic and diluted net income (loss) per share:
|
|
For the three months ended September 30, |
|
|||||
(in thousands except per share amounts) |
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss attributable to Great Elm Group, Inc. stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
Effect of dilutive securities: |
|
|
|
|
|
|
||
Interest expense associated with Convertible Notes |
|
|
|
|
|
|
||
Numerator for diluted EPS - Net loss attributable to Great Elm Group, Inc. stockholders after the effect of dilutive securities |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Denominator for basic EPS - Weighted average shares of common stock outstanding |
|
|
|
|
|
|
||
Effect of dilutive securities: |
|
|
|
|
|
|
||
Restricted stock |
|
|
|
|
|
|
||
Convertible Notes |
|
|
|
|
|
|
||
Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities |
|
|
|
|
|
|
||
Net loss attributable to stockholders per share |
|
|
|
|
|
|
||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
|
( |
) |
|
|
( |
) |
21
The following table details the securities that have been excluded from the above computation of weighted-average number of shares for diluted EPS, because the effect would be anti-dilutive.
|
|
For the three months ended September 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Restricted stock |
|
|
|
|
|
|
||
Convertible Notes |
|
|
|
|
|
|
||
Total Anti-Dilutive Securities |
|
|
|
|
|
|
||
14. Equity Transactions
On July 31, 2025, 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,
Profits Interest Agreement
In connection with the transaction described above, the Company formed a new holding company for its real estate business, REV, a Delaware limited liability company. The Company is the sole member of REV and owns all of its equity interests, including its preferred equity pursuant to which it is entitled to a cumulative preferred distribution of
Securities Purchase Agreement
On August 27, 2025, the Company entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with Woodstead Value Fund LP, a Texas limited partnership (Woodstead), pursuant to which Woodstead purchased, and the Company issued,
Warrants
Pursuant to the Securities Purchase Agreement, the Company also issued to Woodstead (i) a warrant to buy
22
The Series A Warrants are exercisable at any time on or after the
The Warrants include certain limited anti-dilution adjustments.
The Company determined the Warrants met the conditions for equity classification in accordance with U.S. GAAP and were included as a component of stockholders’ equity (deficit). The Company estimated the fair value of the Warrants using the Black-Scholes option pricing model on the grant date. The Warrants were valued at $
15. Share-Based and Other Non-Cash Compensation
Restricted Stock Awards and Restricted Stock Units
The following table presents activity related to the Company’s restricted stock awards and restricted stock units for the three months ended September 30, 2026:
Restricted Stock Awards and Restricted Stock Units |
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding at June 30, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at September 30, 2026 |
|
|
|
|
$ |
|
||
Restricted stock awards and restricted stock units have vesting terms between
Stock Options
The following table presents activity related to the Company’s stock options for the three months ended September 30, 2026:
Stock Options |
|
Shares |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term (years) |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
- |
|
|||
Granted |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Forfeited, cancelled or expired |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Outstanding at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
- |
|
|||
Exercisable at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
- |
|
|||
Stock-Based Compensation Expense
Stock-based compensation expense related to all restricted stock awards, restricted stock units, and stock options totaled $
Non-Employee Director Deferred Compensation Plan
In December 2020, the Company established the Great Elm Group, Inc. Non-Employee Directors Deferred Compensation Plan allowing non-employee directors to defer their cash and/or equity compensation under a non-revocable election for each calendar year. Such compensation is deferred until the earlier of
23
Other Non-Cash Compensation
During the years ended June 30, 2025, 2024 and 2023 the Company issued compensation to certain employees in the form of GECC common shares to be settled with GECC shares held by the Company. The total value of GECC shares awarded for the three months ended September 30, 2026 was $
During the years ended June 30, 2025, 2024 and 2023, the Company issued compensation to certain employees in the form of restricted membership interest rights in MP II to be settled with the membership interest currently held by the Company. Related compensation expense was $
During the year ended June 30, 2025, the Company issued compensation to certain employees in the form of restricted membership interest rights in Monomoy REIT to be settled with the membership interest currently held by the Company. The total value of the Monomoy REIT restricted membership interests awarded for the year ended June 30, 2025 was $
16. Income Taxes
As of June 30, 2026, the Company had net operating loss (NOL) carryforwards for federal income tax purposes of approximately $
17. Commitments and Contingencies
From time to time, the Company is involved in lawsuits, claims, investigations and proceedings that arise in the ordinary course of business. The Company maintains insurance to mitigate losses related to certain risks. The Company is not a named party in any other pending or threatened litigation that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
18. Subsequent Events
In October 2026, MBTS closed on a $
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
GEG is a publicly-traded alternative asset management company 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. GEG and its subsidiaries currently manage GECC, a publicly-traded BDC, and Monomoy UpREIT, an Industrial Outdoor Storage (IOS) focused real estate investment trust, in addition to other investment vehicles. The combined assets under management of these entities at September 30, 2026 was approximately $760 million.
GEG continues to explore other investment management opportunities, as well as opportunities in other areas that it believes provide attractive risk-adjusted returns on invested capital. As of the date of this report, GEG had no unfunded binding commitments to make additional investments.
The Company conducts its operations through the following two reportable segments:
The Company has a corporate office that is included in “Corporate & Other”. The corporate office supports the segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance and human resources.
Results of Operations
The following table provides the results of our consolidated operations:
|
|
For the three months ended September 30, |
|
|||||||
(in thousands) |
|
2026 |
|
|
Percent Change |
|
2025 |
|
||
Revenues |
|
$ |
3,338 |
|
|
(69)% |
|
$ |
10,788 |
|
Cost of Revenues |
|
|
- |
|
|
(100)% |
|
|
6,748 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
||
Compensation and benefits |
|
|
5,034 |
|
|
(4)% |
|
|
5,237 |
|
Selling, general and administrative |
|
|
1,487 |
|
|
(31)% |
|
|
2,166 |
|
Depreciation and amortization |
|
|
305 |
|
|
(11)% |
|
|
342 |
|
Expenses of Consolidated Funds |
|
|
- |
|
|
(100)% |
|
|
21 |
|
Total operating costs and expenses |
|
|
6,826 |
|
|
|
|
|
7,766 |
|
Operating loss |
|
|
(3,488 |
) |
|
|
|
|
(3,726 |
) |
Other (expense) income: |
|
|
|
|
|
|
|
|
||
Interest expense |
|
|
(1,055 |
) |
|
3% |
|
|
(1,028 |
) |
Other income (expense), net |
|
|
392 |
|
|
NM* |
|
|
(3,079 |
) |
Total other (expense) income, net |
|
|
(663 |
) |
|
|
|
|
(4,107 |
) |
Loss before income taxes |
|
|
(4,151 |
) |
|
|
|
|
(7,833 |
) |
Income tax benefit (expense) |
|
|
5 |
|
|
NM* |
|
|
(71 |
) |
Net loss |
|
$ |
(4,146 |
) |
|
|
|
$ |
(7,904 |
) |
*NM - not meaningful
Revenue
Revenues and cost of revenues for the three months ended September 30, 2026 decreased $7.5 million and $6.7 million, respectively, as compared to the three months ended September 30, 2025, primarily due to a decrease in Real Estate property sales revenues and related cost of revenues due to a September 2025 property sale, with a similar property sale not occurring in the current year period.
25
Operating Costs and Expenses
Compensation and benefits expenses for the three months ended September 30, 2026 decreased $0.2 million as compared to the corresponding prior year period primarily driven by a decrease in non-cash compensation due to a decrease in stock price compared to the corresponding prior year period. Selling, general and administrative expenses for the three months ended September 30, 2026 decreased $0.7 million as compared to the corresponding prior year period, which was mainly attributable to a decrease in professional fees.
Other Income (Expense)
Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the three months ended September 30, 2026, net realized and unrealized loss decreased $2.1 million compared to the corresponding prior year period due to a smaller unrealized loss on an investment in a private fund during the current year period compared to a significant unrealized loss recognized on the same investment in the prior year period. Additionally, the decrease was driven by a smaller decline in the stock price of another one of our investments during the current year period compared to a more significant decline in the prior year period. For the three months ended September 30, 2026, interest income remained consistent compared to the three months ended September 30, 2025. For the three months ended September 30, 2026, dividend income decreased $0.2 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held on one of our investments in the current period compared to the prior year period.
Segment Analysis
We conduct our operations through two business segments:
The Company has a corporate office that is included in “Corporate & Other”. The corporate office supports the segments by providing infrastructure and administrative support in the areas of accounting/finance, operations, information technology, legal, compliance and human resources.
The primary measure used by CODM in measuring performance and allocating resources to the segments is net income, as reported on our condensed consolidated statements of operations, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about internal operations, such as staffing and related compensation, and planning for future investments.
Alternative Credit Segment
The following table provides the results of our Alternative Credit segment:
|
|
For the three months ended September 30, |
|
|||||||
(in thousands) |
|
2026 |
|
|
Percent Change |
|
2025 |
|
||
Revenues |
|
$ |
1,334 |
|
|
(16)% |
|
$ |
1,580 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
||
Compensation and benefits |
|
|
1,283 |
|
|
(20)% |
|
|
1,607 |
|
Selling, general and administrative |
|
|
301 |
|
|
(28)% |
|
|
416 |
|
Depreciation and amortization |
|
|
40 |
|
|
(42)% |
|
|
69 |
|
Total operating costs and expenses |
|
|
1,624 |
|
|
|
|
|
2,092 |
|
Operating loss |
|
|
(290 |
) |
|
|
|
|
(512 |
) |
Other income: |
|
|
|
|
|
|
|
|
||
Other income, net |
|
|
1 |
|
|
NM* |
|
|
- |
|
Total other income, net |
|
|
1 |
|
|
|
|
|
- |
|
Loss before income taxes |
|
|
(289 |
) |
|
|
|
|
(512 |
) |
Income tax expense |
|
|
- |
|
|
NM* |
|
|
- |
|
Net loss |
|
$ |
(289 |
) |
|
|
|
$ |
(512 |
) |
*NM - not meaningful
26
Alternative Credit Revenue
Alternative Credit Revenues for the three months ended September 30, 2026 decreased $0.2 million as compared to the three months ended September 30, 2025 primarily due to a reduction in management fee revenue compared to the prior year period.
Alternative Credit Expenses
Alternative Credit compensation and benefits expense decreased $0.3 million for the three months ended September 30, 2026 as compared to the corresponding prior year period primarily driven by a decrease in non-cash compensation due to a decrease in stock price of GECC compared to the corresponding prior year period. Alternative Credit segment selling, general and administrative expenses decreased $0.1 million as compared to the three months ended September 30, 2025 primarily driven by a decrease in legal fees and other miscellaneous general and administrative expenses.
Real Estate Segment
The following table provides the results of our Real Estate segment:
|
|
For the three months ended September 30, |
|
|||||||
(in thousands) |
|
2026 |
|
|
Percent Change |
|
2025 |
|
||
Revenues |
|
$ |
2,004 |
|
|
(78)% |
|
$ |
9,208 |
|
Cost of Revenues |
|
|
- |
|
|
(100)% |
|
|
6,748 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
||
Compensation and benefits |
|
|
2,858 |
|
|
2% |
|
|
2,793 |
|
Selling, general and administrative |
|
|
612 |
|
|
(10)% |
|
|
682 |
|
Depreciation and amortization |
|
|
244 |
|
|
(11)% |
|
|
273 |
|
Total operating costs and expenses |
|
|
3,714 |
|
|
|
|
|
3,748 |
|
Operating loss |
|
|
(1,710 |
) |
|
|
|
|
(1,288 |
) |
Other income: |
|
|
|
|
|
|
|
|
||
Other income, net |
|
|
5 |
|
|
(67)% |
|
|
15 |
|
Total other income, net |
|
|
5 |
|
|
|
|
|
15 |
|
Loss before income taxes |
|
|
(1,705 |
) |
|
|
|
|
(1,273 |
) |
Income tax expense |
|
|
- |
|
|
NM* |
|
|
- |
|
Net loss |
|
$ |
(1,705 |
) |
|
|
|
$ |
(1,273 |
) |
*NM - not meaningful
Real Estate Revenue
Real Estate revenues and cost of revenues for the three months ended September 30, 2026 decreased $7.2 million and $6.7 million compared to the three months ended September 30, 2025 primarily due to a property sale occurring in September 2025, with a similar property sale not occurring in the current year period. This decrease was partially offset by a $0.2 million increase in management fee revenue due to additional assets under management.
Real Estate Expenses
Real Estate segment compensation and benefits expenses for the three months ended September 30, 2026 increased $0.1 million as compared to the corresponding prior year period driven by increased personnel expense. Real Estate segment selling, general and administrative expenses decreased $0.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to a decrease in professional fees. Depreciation and amortization decreased $29 thousand for the three months ended September 30, 2026, as compared to the corresponding prior year period due to depreciation expense on a building held in the prior year which is no longer held in the current year.
27
Corporate & Other
The following table provides the results of Corporate & Other:
|
|
For the three months ended September 30, |
|
|||||||
(in thousands) |
|
2026 |
|
|
Percent Change |
|
2025 |
|
||
Operating costs and expenses: |
|
|
|
|
|
|
|
|
||
Compensation and benefits |
|
$ |
893 |
|
|
7% |
|
$ |
837 |
|
Selling, general and administrative |
|
|
574 |
|
|
(46)% |
|
|
1,068 |
|
Depreciation and amortization |
|
|
21 |
|
|
NM* |
|
|
- |
|
Expenses of Consolidated Funds |
|
|
- |
|
|
(100)% |
|
|
21 |
|
Total operating costs and expenses |
|
|
1,488 |
|
|
|
|
|
1,926 |
|
Operating loss |
|
|
(1,488 |
) |
|
|
|
|
(1,926 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
||
Interest expense |
|
|
(1,055 |
) |
|
3% |
|
|
(1,028 |
) |
Other (expense) income, net |
|
|
386 |
|
|
NM* |
|
|
(3,094 |
) |
Total other (expense) income, net |
|
|
(669 |
) |
|
|
|
|
(4,122 |
) |
Loss before income taxes |
|
|
(2,157 |
) |
|
|
|
|
(6,048 |
) |
Income tax benefit (expense) |
|
|
5 |
|
|
NM* |
|
|
(71 |
) |
Net loss |
|
$ |
(2,152 |
) |
|
|
|
$ |
(6,119 |
) |
*NM - not meaningful
Corporate & Other Operating Costs and Expenses
Compensation and benefits expenses related to Corporate & Other for the three months ended September 30, 2026 increased $0.1 million as compared to the corresponding prior year period due to changes in stock based compensation and other non-cash compensation expense.
Corporate & Other Expenses - Other Income and Expenses
For the three months ended September 30, 2026, net realized and unrealized loss decreased $2.1 million compared to the corresponding prior year period due to a smaller unrealized loss on an investment in a private fund during the current year period compared to a significant unrealized loss recognized on the same investment in the prior year period. Additionally, the decrease was driven by a smaller decline in the stock price of another one of our investments during the current year period compared to a more significant decline in the prior year period. For the three months ended September 30, 2026, interest income remained consistent compared to the three months ended September 30, 2025. For the three months ended September 30, 2026, dividend income decreased $0.2 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held on one of our investments in the current period compared to the dividend rate per share held on one of our investments in the prior year period.
Liquidity and Capital Resources
Cash Flows
Net cash from operating activities decreased $14.4 million, from net cash provided of $3.8 million for the three months ended September 30, 2025 to net cash used of $10.6 million for the three months ended September 30, 2026, driven by a reduction of proceeds from sale of real estate due to no property sales in the current year period, as opposed to a September 2025 property sale in the prior year period, and changes in operating assets and liabilities period-over-period.
Net cash from investing activities decreased $8.3 million, from net cash provided of $9.3 million for the three months ended September 30, 2025 to net cash provided of $1.0 million for the three months ended September 30, 2026, driven primarily by settlement of $8.0 million related party loan receivable in the prior year period.
Net cash from financing activities decreased $10.4 million, from net cash provided of $9.7 million for the three months ended September 30, 2025 to net cash used of $0.7 million for the three months ended September 30, 2026, driven by $11.9 million of proceeds from issuance of common stock during the prior year period.
28
Financial Condition
As of September 30, 2026, we had an unrestricted cash balance of $43.2 million, as compared to an unrestricted cash balance of $53.5 million as of June 30, 2026. We also held 1,245,532 shares of GECC common stock with an estimated fair value of $6.6 million as of September 30, 2026, as compared to 1,356,125 shares of GECC common stock with an estimated fair value of $7.4 million as of June 30, 2026. We believe we have sufficient liquidity available to meet our short-term and long-term obligations. We expect to refinance $26.9 million of GEGGL notes due on June 30, 2027.
Borrowings
As of September 30, 2026, the Company had $26.9 million in outstanding aggregate principal amount of the GEGGL Notes. The GEGGL Notes are due on June 30, 2027, and interest is paid quarterly. The GEGGL Notes include covenants that limit additional indebtedness or the payment of dividends in the event that our net consolidated debt to equity ratio is, or would be on a pro forma basis, greater than 2 to 1. In addition, if our net consolidated debt to equity ratio is greater than 2 to 1 at the end of any calendar quarter, we must retain no less than 10% of our excess cash flow as cash and cash equivalents until such time as our net consolidated debt to equity ratio is less than 2 to 1 at the end of a calendar quarter.
As of September 30, 2026, the Company had $36.8 million principal balance in outstanding Convertible Notes (including cumulative interest paid in-kind) held by a consortium of investors, including related parties, that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at the option of the Company. The Convertible Notes are due on February 26, 2030, but are convertible at the option of the holders, subject to the terms therein, prior to maturity into shares of our common stock. Upon conversion of any note, the Company will pay or deliver, as the case may be, to the noteholder, in respect of each $1,000 principal amount of notes being converted, shares of common stock equal to the conversion rate in effect on the conversion date, together with cash, if applicable, in lieu of delivering any fractional share of common stock. To date, all interest on these instruments has been paid in-kind.
Critical Accounting Policies
During the three months ended September 30, 2026 we did not make material changes in our critical accounting policies or underlying assumptions as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 as it relates to normal and recurring transactions. Critical accounting policies and estimates are those that require management’s most difficult, subjective or complex judgments and would therefore be deemed the most critical to an understanding of our results of operations and financial condition.
Recent Accounting Developments
See discussion of Recent Accounting Developments in Note 2 of the accompanying condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the market risks discussed in Item 7A. of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Item 4. Controls and Procedures.
We evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. Disclosure controls and procedures include, without limitation, controls and procedures that are designed to ensure that the information we are required to disclose in reports that we file under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure. Our CEO and CFO participated in this evaluation and concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting for the quarter ended September 30, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
29
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
No changes required to be disclosed.
Item 1A. Risk Factors.
We have disclosed the risk factors affecting our business, financial condition and operating results in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. There have been no material changes from the risk factors previously disclosed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In July 2025, the Board authorized an increase in the Company’s stock repurchase plan from $20 million to $25 million. Such repurchases may be accomplished through a Rule 10b5-1 plan, which sets certain restrictions on the method, timing, price and volume of share repurchases. The repurchase program does not obligate the Company to acquire any specific number of shares.
In April 2026, the Board authorized an increase in the Company’s stock repurchase plan from $25 million to $40 million. Such repurchases may be accomplished through a Rule 10b5-1 plan, which sets certain restrictions on the method, timing, price and volume of share repurchases. The repurchase program does not obligate the Company to acquire any specific number of shares.
In May 2026, the Company adopted a Rule 10b5-1 plan under the Exchange Act authorizing us to repurchase up to 5,000,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-K for the fiscal year ending June 30, 2026 unless extended or terminated by our Board. This stock buyback program expired on August 28, 2026.
In September 2026, the Company adopted a Rule 10b5-1 plan under the Exchange Act authorizing us to repurchase up to 5,000,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-Q for the fiscal quarter ending September 30, 2026 unless extended or terminated by our Board. As of November 4, 2026, approximately $23 million remained available to repurchase shares under the program.
The following table summarizes common stock repurchases during the three months ended September 30, 2026:
Month |
|
Total Number of |
|
|
Average Price Paid |
|
|
Total Number of |
|
|
Maximum Number of |
|
||||
July 1-31, 2026 |
|
|
18,615 |
|
|
$ |
2.15 |
|
|
|
18,097 |
|
|
|
4,981,903 |
|
August 1-31, 2026 |
|
|
37,809 |
|
|
|
2.15 |
|
|
|
32,446 |
|
|
|
- |
|
September 1-30, 2026 |
|
|
209,554 |
|
|
|
2.18 |
|
|
|
65,967 |
|
|
|
4,934,033 |
|
Total |
|
|
265,978 |
|
|
$ |
2.18 |
|
|
|
116,510 |
|
|
|
|
|
(1) All shares were purchased in open market transactions.
Item 5. Other Information.
During the quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of GEG
30
Item 6. Exhibits.
EXHIBIT INDEX
All references are to filings by Great Elm Group, Inc. (the Registrant) with the SEC under File No. 001-39832.
Exhibit
Number Description
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
||
31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1* |
|
|
|
||
101 |
|
Materials from the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in inline Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) related Notes to the Condensed Consolidated Financial Statements, tagged in detail (furnished herewith). |
|
|
|
104 |
|
The cover page from the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in inline XBRL (included as Exhibit 101). |
|
|
|
*Filed or furnished herewith.
31
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 thereunto duly authorized.
|
GREAT ELM GROUP, INC. |
|
|
Date: November 4, 2026 |
/s/ Jason W. Reese |
|
Jason W. Reese |
|
Chief Executive Officer & Chairman |
|
|
Date: November 4, 2026 |
/s/ Keri A. Davis |
|
Keri A. Davis |
|
Chief Financial Officer & Chief Accounting Officer |
32
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Jason W. Reese, certify that:
Date: November 4, 2026 |
|
By: |
/s/ Jason W. Reese |
|
|
|
Jason W. Reese |
|
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Keri A. Davis, certify that:
Date: November 4, 2026 |
|
By: |
/s/ Keri A. Davis |
|
|
|
Keri A. Davis |
|
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Great Elm Group, Inc. (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Jason W. Reese, Principal Executive Officer of the Company, and Keri A. Davis, Principal Financial Officer of the Company, each certify, pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the undersigned’s knowledge:
By: |
|
/s/ Jason W. Reese |
|
|
Jason W. Reese |
|
|
(Principal Executive Officer) |
By: |
|
/s/ Keri A. Davis |
|
|
Keri A. Davis |
|
|
(Principal Financial Officer) |
November 4, 2026