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Great Elm Group, Inc.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

GEG$2.18+1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001193125-26-208890

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-447533

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 66 previous paragraphs and 54 current paragraphs.

36 unchanged; 15 reworded; 3 added; 15 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

The Company conducts its operations through the following two reportable segments:

Current report

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.

Current report

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.
Removed paragraphs (15)

Previous report

During the first quarter of fiscal 2026, the Company realigned the information that the Chief Operating Decision Maker (CODM) regularly reviews to evaluate performance for operating decision-making purposes, including performance assessment and allocation of resources. As a result of this change in segment reporting, the Company retrospectively recast prior period results, by segment, to conform to the current period presentation. This structure includes two reportable segments: Alternative Credit and Real Estate. The structure is based on the Company’s various investment strategies.

Previous report

As a result of the change noted above, effective for the quarter ended September 30, 2025, the Company began reporting the following business segments:

Previous report

Revenues for the three months ended March 31, 2026 decreased $0.2 million as compared to the three months ended March 31, 2025, driven by a decrease in Incentive Fees from the corresponding prior year period.

Previous report

Compensation and benefits expenses for the three months ended March 31, 2026 increased $1.3 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 March 31, 2026 increased $0.2 million as compared to the corresponding prior year period, which was mainly attributable to an increase in state franchise tax expense and other miscellaneous selling, general and administrative expenses.

Previous report

Compensation and benefits expenses for the nine months ended March 31, 2026 increased $4.5 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 nine months ended March 31, 2026 increased $1.5 million as compared to the corresponding prior year period, which was mainly attributable to an increase in accounting and tax consulting fees, along with an increase in selling, general and administrative expenses due to the acquisition of Greenfield.

Previous report

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the nine months ended March 31, 2026, net realized and unrealized gains decreased $27.9 million to a net realized and unrealized loss as compared to the corresponding prior year period due to notable unrealized losses being recognized on our three special purpose vehicles in the current year period, as opposed to unrealized gains on these special purpose vehicles in the prior year period, along with a significant reduction in stock price for another one of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period. Further, a notable unrealized loss was recognized on one of our investments in a private fund in the current year period as opposed to an unrealized gain on this investment in the prior year period. For the nine months ended March 31, 2026, interest income decreased $0.5 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 nine months ended March 31, 2026, dividend income decreased $0.4 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.

Previous report

Effective for the quarter ended September 30, 2025, we began reporting the following business segments.

Previous report

Alternative Credit compensation and benefits expense remained flat for the nine months ended March 31, 2026 as compared to the corresponding prior year period. Alternative Credit segment selling, general and administrative expenses increased $0.3 million as compared to the nine months ended March 31, 2025 primarily driven by an increase in software expense and other miscellaneous general and administrative expenses.

Previous report

Real Estate revenues for the three months ended March 31, 2026 increased $0.4 million as compared to the three months ended March 31, 2025 due to an increase in revenue related to our construction business which was acquired during the three months ended March 31, 2025.

Previous report

Real Estate revenues for the nine months ended March 31, 2026 increased $8.1 million as compared to the nine months ended March 31, 2025 primarily due to a property sale occurring in September 2025. Related costs of revenues for the nine months ended March 31, 2026 increased by $5.7 million compared to the nine months ended March 31, 2025 due to this sale. Further, $1.8 million of revenue was recognized in the nine months ended March 31, 2026 related to our construction business, compared to $0.3 million in the corresponding prior year period due to the growth in construction business from Greenfield acquisition that occurred in February 2025.

Previous report

Real Estate segment compensation and benefits expenses for the three months ended March 31, 2026 increased $1.3 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition.

Previous report

Compensation and benefits expenses related to Corporate & Other for the three months ended March 31, 2026 remained flat as compared to the corresponding prior year period. Selling, general and administrative expenses increased $0.2 million as compared to the corresponding prior year period which was mainly attributable to an increase in state franchise tax expense.

Previous report

For the three months ended March 31, 2026, net realized and unrealized loss increased $7.4 million compared to the corresponding prior year period primarily driven by notable unrealized losses being recognized on our three special purpose vehicles in the current year period, along with a significant reduction in stock price for another of our investments during the current year period. For the three months ended March 31, 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 in the current period compared to the dividend rate per share held in the prior year period. For the three months ended March 31, 2026, interest income decreased $0.1 million as compared to the corresponding prior year period, as interest income was earned in the prior year on a loan which was fully paid down in the current year.

Previous report

For the nine months ended March 31, 2026, net realized and unrealized gains decreased $27.9 million to a net realized and unrealized loss as compared to the corresponding prior year period due to notable unrealized losses being recognized on our three special purpose vehicles in the current year period, as opposed to unrealized gains on these special purpose vehicles in the prior year period, along with a significant reduction in stock price for another one of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period. Further, a notable unrealized loss was recognized on one of our investments in a private fund in the current year period as opposed to an unrealized gain on this investment in the prior year period. For the nine months ended March 31, 2026, interest income decreased $0.5 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 nine months ended March 31, 2026, dividend income decreased $0.4 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.
Reworded paragraphs (15)

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 March 31, 2026 was approximately $744 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 September 30, 2026 was approximately $760 million.

Previous wording

Revenues and cost of revenues for the nine months ended March 31, 2026 increased $6.5 million and $5.7 million, respectively, as compared to the nine months ended March 31, 2025, 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 $1.6 million and an increase in Project management fees of $1.3 million compared to the prior year period.

Current wording

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.

Previous wording

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the three months ended March 31, 2026, net realized and unrealized loss increased $7.4 million as compared to the corresponding prior year period primarily driven by notable unrealized losses being recognized on our three special purpose vehicles in the current year period, along with a significant reduction in stock price for another of our investments during the current year period. For the three months ended March 31, 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. For the three months ended March 31, 2026, interest income decreased $0.1 million as compared to the corresponding prior year period, as interest income was earned in the prior year on a loan which was fully paid down in the current year,

Current 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, 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.

Previous wording

We conduct our operations through two business segments: Alternative Credit and Real Estate.

Previous wording

Alternative Credit Revenues for the nine months ended March 31, 2026 decreased $1.6 million as compared to the nine months ended March 31, 2025 primarily due to a reduction in Incentive Fee revenue compared to the prior year period.

Current wording

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.

Previous wording

Alternative Credit compensation and benefits expense increased $47 thousand for the three months ended March 31, 2026 as compared to the corresponding prior year period primarily driven by an increase in personnel which was offset by a decrease in non-cash compensation expense 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 March 31, 2025 primarily driven by an increase in miscellaneous general and administrative expenses.

Current wording

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.

Previous wording

Alternative Credit Revenues for the three months ended March 31, 2026 decreased $0.2 million as compared to the three months ended March 31, 2025 due to a $0.4 million reduction in Management Fee and Incentive Fee revenue compared to the prior year period. This reduction was partially offset by a $0.2 million increase in Administration Fee revenue in the current year period compared to the corresponding prior year period.

Current wording

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.

Previous wording

Real Estate segment compensation and benefits expenses for the nine months ended March 31, 2026 increased $4.4 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 $0.8 million for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 primarily due to increased accounting, insurance, software and other expenses due to increased activity at these entities and the Greenfield acquisition. Depreciation and amortization increased $53 thousand for the nine months ended March 31, 2026, as compared to the corresponding prior year period due to amortization of intangible assets related to the Greenfield acquisition.

Current wording

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.

Previous wording

Compensation and benefits expenses related to Corporate & Other for the nine months ended March 31, 2026 increased $0.1 million as compared to the corresponding prior year period due to an increase in stock based compensation expense due to increase in stock price compared to the prior year period.

Current wording

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.

Previous wording

Net cash from operating activities increased $18.9 million, from net cash used of $11.2 million for the nine months ended March 31, 2025 to net cash provided of $7.8 million for the nine months ended March 31, 2026, 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 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.

Previous wording

Net cash from investing activities increased $12.8 million, from net cash used of $0.8 million for the nine months ended March 31, 2025 to net cash provided of $12.0 million for the nine months ended March 31, 2026, driven by settlement of related party loan receivable and net sales of investments for the nine months ended March 31, 2026.

Current wording

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.

Previous wording

Net cash from financing activities increased $1.4 million, from net cash used of $6.2 million for the nine months ended March 31, 2025 to net cash used of $4.8 million for the nine months ended March 31, 2026, driven by distributions and redemptions of non-controlling interests in Consolidated Funds during the nine months ended March 31, 2026. These were partially offset by proceeds from issuance of common stock during the nine months ended March 31, 2026.

Current wording

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.

Previous wording

As of March 31, 2026, we had an unrestricted cash balance of $45.5 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 $6.8 million as of March 31, 2026, 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 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.

Previous wording

As of March 31, 2026, 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.

Current wording

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.

Previous wording

During the nine months ended March 31, 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, 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 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.