Great Elm Group, Inc.

Previous wording

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, 2025 was approximately $792 million.

Current wording

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 December 31, 2025 was approximately $740 million.

Previous wording

Revenues and cost of revenues for the three months ended September 30, 2025 increased $6.8 million and $6.1 million, respectively, as compared to the three months ended September 30, 2024, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to a September 2025 property sale. The increase in revenues were partially offset by a reduction in Incentive fees of $0.9 million compared to the prior year period.

Current wording

Revenues and cost of revenues for the six months ended December 31, 2025 increased $6.3 million and $5.7 million, respectively, as compared to the six months ended December 31, 2024, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to a September 2025 property sale. The increase in revenues were partially offset by a reduction in Incentive fees of $1.4 million and an increase in Project management fees of $1.0 million compared to the prior year period.

Previous wording

Compensation and benefits expenses for the three months ended September 30, 2025 increased $1.7 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield acquisition. Selling, general and administrative expenses for the three months ended September 30, 2025 increased $0.7 million as compared to the corresponding prior year period, which was mainly attributable to a an increase in selling, general and administrative expenses due to the acquisition of Greenfield. Depreciation and amortization increased $0.1 million, as compared to the prior year period, primarily due to an increase in depreciation and amortization due to the Greenfield Acquisition and depreciation expense on a building.

Current wording

Compensation and benefits expenses for the six months ended December 31, 2025 increased $3.2 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield acquisition. Selling, general and administrative expenses for the six months ended December 31, 2025 increased $1.3 million as compared to the corresponding prior year period, which was mainly attributable to an increase in selling, general and administrative expenses due to the acquisition of Greenfield. Depreciation and amortization increased $0.1 million as compared to the prior year period, primarily due to an increase in depreciation and amortization related to the Greenfield Acquisition.

Previous wording

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the three months ended September 30, 2025, net realized and unrealized gains decreased $6.6 million as compared to the corresponding prior year period due to significant unrealized losses recorded in the current year period, primarily driven by a notable unrealized loss being recognized on one of our investments in a private fund in the current year period. For the three months ended September 30, 2025, interest income decreased $0.3 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments. For the three months ended September 30, 2025, dividend income remained flat as compared to the corresponding prior year period.

Current wording

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the six months ended December 31, 2025, net realized and unrealized gains decreased $20.4 million to a net realized and unrealized loss as compared to the corresponding prior year period due to a notable unrealized loss being recognized on one of our investments in a private fund in the current year period along with a reduction in stock price for another of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period. For the six months ended December 31, 2025, interest income decreased $0.4 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments. For the six months ended December 31, 2025, dividend income remained flat as compared to the corresponding prior year period.

Previous wording

Alternative Credit Revenues for the three months ended September 30, 2025 decreased $0.9 million as compared to the three months ended September 30, 2024 due to a reduction in Incentive Fee revenue compared to the prior year period as fees cannot be received yet from the underlying fund until certain performance metrics are met.

Current wording

Alternative Credit Revenues for the three months ended December 31, 2025 decreased $0.5 million as compared to the three months ended December 31, 2024 due to a reduction in Incentive Fee revenue compared to the prior year period.

Previous wording

Alternative Credit compensation and benefits expense increased $0.2 million for the three months ended September 30, 2025 as compared to the corresponding prior year period primarily driven by an increase in non-cash compensation due to a larger amount of shares awarded and vested in the current period compared to the prior year period. Alternative Credit segment selling, general and administrative expenses increased $0.1 million as compared to the three months ended September 30, 2024 primarily due to an increase in legal and recruiting expenses.

Current wording

Alternative Credit compensation and benefits expense decreased $0.3 million for the three months ended December 31, 2025 as compared to the corresponding prior year period primarily driven by a decrease in non-cash compensation due to a decline in the price of GECC common shares during the current period compared to the prior year period. Alternative Credit segment selling, general and administrative expenses increased $0.1 million as compared to the three months ended December 31, 2024 primarily driven by an increase in miscellaneous general and administrative expenses.

Previous wording

Real Estate revenues for the three months ended September 30, 2025 increased $7.7 million as compared to the three months ended September 30, 2024 primarily due to a $7.4 million sale of real estate property in the current year. Similarly, related costs of revenues increased by $6.1 million compared to the corresponding prior year period due to this sale. Additionally, there was a $0.7 million increase in revenue related to our construction services business compared to the corresponding prior year period given the Company had not yet acquired this business in the prior year period.

Current wording

Real Estate revenues for the six months ended December 31, 2025 increased $7.7 million as compared to the six months ended December 31, 2024 due to a property sale occurring in September 2025 which did not occur in the prior year period. Related costs of revenues for the six months ended December 31, 2025 increased by $5.7 million compared to the six months ended December 31, 2024 due to this sale. Further, $1.1 million of revenue was recognized in the six months ended December 31, 2025 related to our construction business which was not incurred in the corresponding prior year period.

Previous wording

Real Estate segment compensation and benefits expenses for the three months ended September 30, 2025 increased $1.6 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition. Real Estate segment selling, general and administrative expenses increased $0.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to increased legal, insurance and other expenses due to increased activity at these entities and the Greenfield acquisition. Depreciation and amortization increased $0.1 million, as compared to the prior year period due to amortization of intangible assets related to the Greenfield acquisition, along with depreciation related to a building owned which was not complete in the prior year period.

Current wording

Real Estate segment compensation and benefits expenses for the six months ended December 31, 2025 increased $3.2 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition. Real Estate segment selling, general and administrative expenses increased $0.9 million for the six months ended December 31, 2025 compared to the six months ended December 31, 2024 primarily due to increased legal, accounting, insurance, software and other expenses due to increased activity at these entities and the Greenfield acquisition. Depreciation and amortization increased $0.1 million for the six months ended December 31, 2025, as compared to the corresponding prior year period due to amortization of intangible assets related to the Greenfield acquisition, along with depreciation related to a building owned which was not complete in the prior year period.

Previous wording

Compensation and benefits expenses related to Corporate & Other for the three months ended September 30, 2025 decreased $0.1 million as compared to the corresponding prior year period due to a decrease in personnel costs allocated to the Corporate & Other.

Current wording

Compensation and benefits expenses related to Corporate & Other for the three months ended December 31, 2025 increased $0.2 million as compared to the corresponding prior year period due to an increase in personnel at the Corporate office.

Previous wording

For the three months ended September 30, 2025, net realized and unrealized gains decreased $6.6 million as compared to the corresponding prior year period due to a significant unrealized loss on one of our investments in a private fund. This was partially offset by a significant realized gain recorded in the private fund in the current year period. Additionally, in the corresponding prior year period $3.5 million of unrealized gains were recorded due to a change in valuation technique for our special purpose vehicles. In the current year period, an unrealized loss of $0.4 million was recorded on these entities. For the three months ended September 30, 2025, interest income decreased $0.3 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.

Current wording

For the three months ended December 31, 2025, net realized and unrealized gains decreased $13.8 million to a net realized and unrealized loss as compared to the corresponding prior year period due to a significant unrealized loss on one of our investments in a private fund, along with a reduction in stock price for another of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period. Additionally, in the corresponding prior year period $1.0 million of unrealized gains were recorded for our special purpose vehicles, whereas in current year period unrealized losses of $3.0 million were recorded on these entities. For the three months ended December 31, 2025, interest income decreased $0.1 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.

Previous wording

Net cash from operating activities increased $9.6 million, from net cash used of $5.8 million for the three months ended September 30, 2024 to net cash provided of $3.8 million for the three months ended September 30, 2025, driven by proceeds from sale of real estate in September 2025 and changes in operating assets and liabilities period-over-period.

Current wording

Net cash from operating activities increased $11.8 million, from net cash used of $9.8 million for the six months ended December 31, 2024 to net cash provided of $1.9 million for the six months ended December 31, 2025, driven by proceeds from sale of real estate in September 2025 and changes in operating assets and liabilities period-over-period.

Previous wording

Net cash from investing activities increased $6.9 million, from net cash provided of $2.5 million for the three months ended September 30, 2024 to net cash provided of $9.3 million for the three months ended September 30, 2025, driven by settlement of related party loan receivable and net sales of investments for the three months ended September 30, 2025.

Current wording

Net cash from investing activities increased $2.0 million, from net cash provided of $9.9 million for the six months ended December 31, 2024 to net cash provided of $11.9 million for the six months ended December 31, 2025, driven by settlement of related party loan receivable and net sales of investments for the six months ended December 31, 2025.

Previous wording

Net cash from financing activities increased $11.9 million, from net cash used of $2.2 million for the three months ended September 30, 2024 to net cash provided of $9.7 million for the three months ended September 30, 2025, driven by proceeds from issuance of common stock and lower stock repurchases during the three months ended September 30, 2025.

Current wording

Net cash from financing activities increased $12.3 million, from net cash used of $5.5 million for the six months ended December 31, 2024 to net cash provided of $6.8 million for the six months ended December 31, 2025, driven by proceeds from issuance of common stock and lower stock repurchases during the six months ended December 31, 2025.

Previous wording

As of September 30, 2025, we had an unrestricted cash balance of $53.5 million, as compared to an unrestricted cash balance of $30.6 million as of June 30, 2025. We also held 1,358,276 shares of GECC common stock with an estimated fair value of $13.6 million as of September 30, 2025, as compared to 1,438,079 shares of GECC common stock with an estimated fair value of $15.3 million as of June 30, 2025. We believe we have sufficient liquidity available to meet our short-term and long-term obligations.

Current wording

As of December 31, 2025, we had an unrestricted cash balance of $51.2 million, as compared to an unrestricted cash balance of $30.6 million as of June 30, 2025. We also held 1,356,125 shares of GECC common stock with an estimated fair value of $9.6 million as of December 31, 2025, as compared to 1,438,079 shares of GECC common stock with an estimated fair value of $15.3 million as of June 30, 2025. We believe we have sufficient liquidity available to meet our short-term and long-term obligations.

Previous wording

As of September 30, 2025, the Company had $35.1 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.

Current wording

As of December 31, 2025, the Company had $35.9 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.

Previous wording

During the three months ended September 30, 2025 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, 2025 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.

Current wording

During the six months ended December 31, 2025 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, 2025 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.