Annual report
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cc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2026 OR ☐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 001-39832 GREAT ELM GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 85-3622015 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (617) 375-3006 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share GEG The Nasdaq Stock Market LLC(Nasdaq Global Select Market) 7.25% Notes due 2027 GEGGL The Nasdaq Stock Market LLC(Nasdaq Global Select Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES NO ☒ 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. YES ☒ NO ☐ 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). YES ☒ NO ☐ 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 ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The Nasdaq Global Select Market on December 31, 2025, was $30,268,395. This number does not include shares of common stock held by our investors Imperial Capital Asset Management, LLC and Northern Right Capital Management, L.P. and persons who are directors or executive officers. The number of shares of the Registrant’s common stock outstanding as of August 20, 2026 was 31,094,890. DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement for the annual meeting of stockholders of the Registrant, to be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended June 30, 2026, are incorporated by reference into Part III of this report.
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i TABLE OF CONTENTS Page PART I Item 1. Business 2 Item 1A. Risk Factors 3 Item 1B. Unresolved Staff Comments 10 Item 1C. Cybersecurity 10 Item 2. Properties 11 Item 3. Legal Proceedings 11 Item 4. Mine Safety Disclosures 11 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6. [Reserved] 13 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 Item 8. Financial Statements and Supplementary Data 19 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 19 Item 9A. Controls and Procedures 20 Item 9B. Other Information 20 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 20 PART III Item 10. Directors, Executive Officers and Corporate Governance 21 Item 11. Executive Compensation 21 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 Item 13. Certain Relationships and Related Transactions, and Director Independence 21 Item 14. Principal Accountant Fees and Services 21 PART IV Item 15. Exhibits, Financial Statement Schedules 21 Item 16. Form 10-K Summary 24 Exhibit Index 21 Signatures 25 Index to Financial Statements F-1
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1 Unless the context otherwise requires, “we,” “us,” “our,” the “Company,” “Great Elm,” “GEG” and terms of similar import refer to Great Elm Group, Inc. and/or its subsidiaries. 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: ▪ the ability of Great Elm Capital Management, LLC (GECM) to profitably manage Great Elm Capital Corp. (NASDAQ: GECC), a business development company, and the ability of Monomoy CRE, LLC (MCRE) to manage Monomoy UpREIT, LLC (Monomoy UpREIT), the operating subsidiary of a private real estate investment trust with a portfolio of diversified net leased industrial assets; ▪ the dividend rate that GECC and Monomoy UpREIT will pay; ▪ the results of our investment management activities; ▪ our ability to sell the real estate properties we develop at a profit; ▪ our ability to raise capital to fund our business plan; ▪ our ability to make acquisitions and manage any businesses we may acquire; ▪ conditions in the equity capital markets and debt capital markets as well as the economy generally, including market uncertainty regarding changes to interest rates and inflationary pressures; ▪ our ability to maintain the security of electronic and other confidential information; ▪ serious disruptions and catastrophic events, including, for example, the potential impact of public health emergencies on the global economy; ▪ competition, mostly from larger, well-financed organizations (both domestic and foreign), including operating companies, global asset managers, investment banks, commercial banks, and private equity funds; ▪ outcomes of litigation and proceedings and the availability of insurance, indemnification and other third-party coverage of any losses suffered in connection therewith; ▪ maintaining our contractual arrangements and relationships with third parties; ▪ our ability to attract, assimilate, develop and retain key personnel; ▪ compliance with laws, regulations and orders; ▪ changes in laws and regulations governing our operations; and ▪ other factors described under “Item 1A. Risk Factors” or as set forth from time to time in our Securities and Exchange Commission (SEC) filings. 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.
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2 PART I Item 1. Business. 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. We decided to invest in the asset management business because of our assessment of its ability to generate recurring free cash flows, its growth prospects and our Board of Directors’ (our Board) and employees’ industry expertise. GECM, our wholly-owned registered investment adviser subsidiary, is an investment adviser providing investment management services to GECC, as well as other private funds. MCRE, another wholly-owned subsidiary, provides investment management services to Monomoy UpREIT. The combined assets under management of these entities at June 30, 2026 was approximately $770.6 million. GECC was established in 2016 and it elected to be treated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the Investment Company Act). We own approximately 9.8% of GECC’s shares as of June 30, 2026. We earn dividends from these shares and may sell them to redeploy our capital in higher yielding opportunities. Monomoy UpREIT is the operating partnership of Monomoy Properties REIT, LLC. Monomoy Properties REIT, LLC was formed in 2014 with the purpose of building an industry-leading single-tenant Industrial Outdoor Storage (IOS) focused portfolio specializing in net leased assets, specifically Class B & C warehouse, distribution & light manufacturing assets. We acquired the investment management agreement of Monomoy UpREIT in May 2022. We own approximately 3.3% of Monomoy UpREIT and approximately 3.6% of Monomoy Properties REIT, LLC. GECM and MCRE, our wholly-owned subsidiaries, earn revenue through investment management agreements with each investment vehicle that provide for management fees, property management fees, incentive fees and/or administration fees. These fees are generally based on assets under management, rent collected, investment performance and allocable expenses incurred in the administration of these investment vehicles. Monomoy Construction Services, LLC (MCS), our wholly owned subsidiary, is an integrated, full-service construction business. MCS is dedicated to serving our various real estate businesses, as well as expanding its third-party consulting business. As part of its build-to-suit development initiatives, Monomoy BTS Corporation (MBTS), our wholly owned subsidiary, 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. As of June 30, 2026, we had $13.4 million of net operating loss carryforwards for federal income tax purposes and $14.0 million of net operating loss carryforwards for state income tax purposes. For additional information see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Acquisition Program We continue to explore other investment management opportunities, as well as opportunities in other areas that we believe provide attractive risk-adjusted returns on invested capital. Competition We face competition from larger, well financed organizations (both domestic and foreign), including global asset managers, investment banks, commercial banks, private equity funds, sovereign wealth funds and state-owned enterprises. Government regulation is a key competitive factor for certain industries. Employees We had 52 employees as of June 30, 2026.
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3 Information about Great Elm on the Internet We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at https://www.greatelmgroup.com/investors/ when such reports are available on the SEC’s website. We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our stockholders may also obtain a printed copy of any of the above documents or reports by sending a request to Great Elm Group, Inc., 3801 PGA Blvd, Suite 603, Palm Beach Gardens, Florida 33410; Attention: Investor Relations, or by calling (617) 375-3006. We charge $0.50 per page to cover expenses of copying and mailing. Our corporate headquarters is located at 3801 PGA Blvd, Suite 603, Palm Beach Gardens, Florida 33410. Our corporate website address is www.greatelmgroup.com. The contents of the websites referred to above are not incorporated by reference into this filing. Item 1A. Risk Factors. Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included in this report, before you decide whether to invest in our securities. The following risks are not the only risks we face. If any of the following risks occurs or continues to occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common shares could decline, and you may lose all or part of your investment. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Risks Related to Our Business Our growth strategy may not be successful. The process to identify potential investment opportunities and strategic transaction partners, to investigate and evaluate the future returns therefrom and business prospects thereof and negotiate definitive agreements with respect to such transactions on mutually acceptable terms can be time consuming and costly. We may fail to identify attractive opportunities or partners. Even if we do identify such opportunities, we are likely to encounter intense competition from other companies with similar business objectives to ours, including private equity and venture capital funds, sovereign wealth funds, special purpose acquisition companies (SPACs), investment firms with significantly greater financial and other resources and operating businesses competing for acquisitions. Many of these companies are well established, well financed and have extensive experience in identifying and effecting investment opportunities and strategic transactions. Moreover, we may fail to consummate identified opportunities because of regulatory or legal complexities, failure to obtain financing on attractive terms or at all or uncertainty and adverse developments in the U.S. or global economy, financial markets or geopolitical conditions. If we fail to identify attractive opportunities, or we fail to consummate identified investment opportunities, we may not be successful in growing our business and our business, results of operations, cash flows and financial condition could be adversely affected. We continually evaluate our assets and investments relative to other market opportunities in order to seek to maximize shareholder value. As a result, we may purchase new assets or businesses or sell existing assets or businesses at any time. If such a purchase or sale is not successfully completed, integrated or managed effectively, or does not result in the benefits or cost savings we expect, our business, financial condition or results of operations may be adversely affected. Because we will consider investments in different industries, you have no basis at this time to ascertain the merits or risks of any business that we may ultimately invest in or seek to acquire. We are not limited to acquisitions and/or investments in any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately invest or the target businesses in which we may ultimately invest or seek to acquire. We may not properly assess all of the significant risks present in that opportunity. Even if we properly assess those risks, some of them may be outside of our control or ability to affect. For example, as part of our investment management business we will direct investments in a wide variety of industries and vehicles, including SPACs, which may decline in value. Except as required under the Nasdaq Stock Market LLC (Nasdaq) rules and applicable law, we will not seek stockholder approval of any investment or acquisition that we may pursue, so you will most likely not be provided with an opportunity to evaluate the specific merits or risks of such a transaction before we become committed to the transaction. Our business, financial condition and results of operations are dependent upon our investments. Any material adverse change in one of our investments or in a particular industry in which we invest may cause material adverse changes to our business, financial condition and results of operations. Further, concentration of capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way.
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4 Subsequent to an investment, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment. Even if we conduct extensive due diligence on a target business that we invest in, we cannot assure you that this diligence will identify all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business or outside of our control will not later arise. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of our investments do not perform as we expect, our revenue, income and cash flow would decline because of the value of our assets under management would decrease. We may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate covenants under our debt agreements. Accordingly, you could suffer a significant reduction in the value of your shares. We may not correctly assess the management teams of the businesses we invest in. The value of the businesses we invest in is driven by the quality of the leaders of those businesses. When evaluating the desirability of a prospective target business, our ability to assess the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we expected. Should the target’s management not possess the necessary skills, qualifications or abilities, the operations and profitability of that business will be negatively impacted. In addition, we may acquire private, non-public companies, with unsophisticated accounting or compliance operations and personnel. Our ability to successfully grow our business will be dependent upon the efforts of our key personnel. Our ability to successfully effect our growth strategy is dependent upon the efforts of our key personnel. The loss of our key personnel could severely negatively impact the operations and profitability of our business. Increased competition may adversely affect our revenues, profitability and staffing. All aspects of our business are intensely competitive. We will compete directly with a number of BDCs, private equity and venture capital funds, financial investment firms and SPACs. There has been increasing competition from others offering financial services, including services based on technological innovations. Increased competition or an adverse change in our competitive position could lead to a reduction of business and therefore a reduction of revenues and profits. Competition also extends to the hiring and retention of highly skilled management and employees. A competitor may be successful in hiring away employees, which may result in us losing business formerly serviced by such employees. Competition can also increase our costs of recruiting, hiring and retaining the employees we need to effectively operate our business. Changing conditions in financial markets and the economy could impact us through decreased revenues, losses or other adverse consequences. Global or regional changes in the financial markets or economic conditions could adversely affect our business in many ways, including the following: ▪ Limitations on the availability of credit could affect our ability to borrow on a secured or unsecured basis, which may adversely affect our liquidity and results of operations, which may in turn affect our ability to take advantage of investment opportunities. Global market and economic conditions have been disrupted and volatile in the last several years and may be in the future. Our cost and availability of funding could be affected by illiquid credit markets and wider credit spreads. ▪ Should one of our customers, debtors or competitors fail, our business prospects and revenue could be negatively impacted due to negative market sentiment causing customers to cease doing business with us and our lenders to cease extending credit to us, which could adversely affect our business, funding and liquidity.
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5 Additionally, disruptions in the financial markets in recent years as a result of a variety of factors, including regional bank instability, high inflation and interest rates and tariffs and trade tensions, have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the financial markets, and led to general volatility in the financial markets, including with respect to market prices of publicly traded investments and asset valuations, higher construction costs, availability of construction financing, declining property values and weakened rental demand. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. As a result, we may experience additional losses on our investments. Decreases in the market values of investments held within the underlying portfolios of managed funds could also lead to decreases in asset-based fee revenues. If our tax filing positions were to be challenged by federal, state and local or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions. We record reserves for unrecognized tax benefits based on our assessment of the probability of successfully sustaining tax filing positions. Management exercises significant judgment when assessing the probability of successfully sustaining tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which result could be significant to our financial position, cash balances and results of operations. We may issue notes or other debt securities, or otherwise incur substantial debt, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. We may choose to incur substantial debt to finance our growth plans. For example, in June 2022, we raised $26.9 million through the issuance of 7.25% Notes due 2027. The incurrence of additional debt could have a variety of negative effects, including: ▪ default and foreclosure on our assets if our operating cash flows are insufficient to repay our debt obligations; ▪ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant; ▪ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; ▪ our inability to pay dividends on our common stock; ▪ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock (if declared), expenses, capital expenditures, acquisitions and other general corporate purposes; ▪ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ▪ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ▪ limitation on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. The financial services industry is subject to extensive regulation, including recent legislation and new or pending regulation, which may significantly affect our business. The financial services industry is subject to extensive laws, rules and regulations. In recent years in particular, there has been significant legislation and increased regulation affecting the financial services industry. These legislative and regulatory initiatives affect us, our competitors, our managed investment products and our customers. These changes could have an effect on our revenue and profitability, limit our ability to pursue business opportunities, impact the value of assets that we hold, require us to change certain business practices, impose additional costs on us, and otherwise adversely affect our business. Accordingly, we cannot provide assurance that legislation and regulation will not eventually have an adverse effect on our business, results of operations, cash flows and financial condition.
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6 Firms that engage in securities and derivatives trading and wealth and asset management must comply with the laws, rules and regulations imposed by national and state governments and regulatory and self-regulatory bodies with jurisdiction over such activities. Such laws, rules and regulations cover all aspects of the financial services business, including, but not limited to, sales and trading methods, trade practices, use and safekeeping of customers’ funds and securities, capital structure, anti-money laundering and anti-bribery and corruption efforts, record-keeping and the conduct of directors, officers and employees. Regulators will supervise our business activities to monitor compliance with laws, rules and regulations of the relevant jurisdiction. In addition, if there are instances in which our regulators question our compliance with laws, rules, and regulations, they may investigate the facts and circumstances to determine whether we have complied. Operational risks may disrupt our business, result in regulatory action against us or limit our growth. Our businesses are highly dependent on our ability to process, on a daily basis, transactions across numerous and diverse markets and the transactions we process have become increasingly complex. If any of our financial, accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, a financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our businesses. Our financial and other data processing systems will rely on access to and the functionality of operating systems maintained by third parties. If the accounting, trading or other data processing systems on which we are dependent are unable to meet increasingly demanding standards for processing and security or if they fail or have other significant shortcomings, we could be adversely affected. Such consequences may include our inability to effect transactions and manage our exposure to risk. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. The increased use of smartphones, tablets and other mobile devices as well as cloud computing may also heighten these and other operational risks. We and our third-party providers are or may be the subject of attempted unauthorized access, computer viruses and malware, and cyberattacks designed to disrupt or degrade service or cause other damage and denial of service. Cyberattacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and are being carried out by groups and individuals (including criminal hackers, hacktivists, state-sponsored actors, criminal and terrorist organizations, individuals or groups participating in organized crime and insiders), as well as agents powered by artificial intelligence, with a wide range of expertise and motives (including monetization of corporate, payment or other internal or personal data, theft of computing resources, financial fraud, operational disruption, theft of trade secrets and intellectual property for competitive advantage and leverage for political, social, economic and environmental reasons). Such cyberattacks and cyber incidents can take many forms including cyber extortion, denial of service, social engineering, such as impersonation attempts to fraudulently induce employees or others to disclose information or unwittingly provide access to systems or data, introduction of viruses or malware, such as ransomware through phishing emails, website defacement or theft of passwords and other credentials, unauthorized use of computing resources for digital currency mining and business email compromises. There can be no assurance that such unauthorized access or cyber incidents will not occur in the future, and they could occur more frequently and on a larger scale. Legal liability arising from such risks could be significant and may harm our business. Many aspects of our business involve substantial risks of liability. Any failure of our systems, including from cyberattacks, cyber incidents or other reasons, could have a material adverse effect on our business, results of operations, cash flows and financial condition. Our financial and operational controls may not be adequate. As we expand our business, there can be no assurance that financial controls, the level and knowledge of personnel, operational abilities, legal and compliance controls and other corporate support systems will be adequate to manage our business and growth. The ineffectiveness of any of these controls or systems could adversely affect our business and prospects. In addition, if we acquire new businesses and introduce new products, we face numerous risks and uncertainties integrating their controls and systems, including financial controls, accounting and data processing systems, management controls and other operations. A failure to integrate these systems and controls, and even an inefficient integration of these systems and controls, could adversely affect our business and prospects. Losses not covered by insurance may be large, which could adversely impact our financial performance. We carry various insurance policies on our assets. These policies contain policy specifications, limits and deductibles that may mean that such policies do not provide coverage or sufficient coverage against all potential material losses. There are certain types of risk (generally of a catastrophic nature such as war or environmental contamination) which are either uninsurable or not economically insurable. Further, there are certain types of risk for which insurance coverage is not equal to the full replacement cost of the insured assets. Should any uninsured or underinsured loss occur, we could lose our investment in, and anticipated profits and cash flows from, one or more of our assets or operations.
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7 We also carry directors and officers liability insurance (D&O insurance) for losses or advancement of defense costs in the event a legal action is brought against the company’s directors, officers or employees for alleged wrongful acts in their capacity as directors, officers or employees. Our D&O insurance contains certain customary exclusions that may make it unavailable for the company in the event it is needed; and in any case our D&O insurance may not be adequate to fully protect the company against liability for the conduct of its directors, officers or employees. We earn a significant portion of our revenue pursuant to our investment management agreements. We earn a significant portion of our revenue through the investment management agreements (IMAs) we have through GECM and MCRE with various pooled investment vehicles, such as GECC and Monomoy UpREIT. The IMAs may be cancelled at the applicable counterparty’s discretion upon certain notice or upon the occurrence of certain events. We do not control the boards of directors of such pooled investment vehicles, and they may cancel our respective IMAs at their discretion without making any termination payment to us. GECM and MCRE's investment performance is a key element of retaining this business. We have recorded an intangible asset attributable to the IMAs that is being amortized over a 15-year economic life even though the IMAs are cancellable by the respective counterparties. Moreover, the revenue we earn from management, incentive and/or administration fees under the IMAs is driven in part by the value of the assets under management at our pooled investment vehicles. If the value of assets under management at any of our pooled investment vehicles declines for any reason, the amount of fees we earn would also decline, which would have an adverse impact on our business, results of operations, cash flows and financial condition. In addition, the pooled investment vehicles we manage may, at their direction, alter their investment strategies, asset allocations, or risk profiles, any of which could result in changes that consequently reduce the management fees, incentive fees, or other revenues we earn from those vehicles. The historical performance of our pooled investment vehicles should not be considered indicative of future results. Difficult or changing market conditions can adversely affect our business in many ways, by reducing the value or performance of our funds (including our invested funds and funds invested by third parties) or by reducing the ability of our funds to raise or deploy capital, each of which could negatively impact our income and cash flow and adversely affect our financial condition. A significant portion of our revenue is tied to the value of assets under management at our pooled investment vehicles and other investments that we make in businesses in a variety of industries. As a result, of our business is affected by conditions in the financial markets and economic conditions and events throughout the world, such as interest rates, availability of credit, inflation rates, tariffs, trade policy, economic uncertainty from any of the foregoing or otherwise, changes in laws and regulations, market perceptions and other factors. Adverse changes could lead to a reduction in investment income, losses on our own capital invested and lower revenues from investment management fees. Such adverse changes may also lead to a decrease in new capital raised and may cause investors to withdraw their investments and commitments. Even in the absence of a market downturn, below-market investment performance by our funds and portfolio managers could reduce investment management revenues and assets under management and result in reputational damage that may make it more difficult to attract new investors or retain existing investors. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to execute our growth plans. If we are deemed to be an investment company under the Investment Company Act, we will be subject to additional regulatory requirements and our activities may be restricted, including: ▪ restrictions on the nature of our investments; ▪ limitations on our ability to borrow; ▪ prohibitions on transactions with affiliates; and ▪ restrictions on the issuance of securities. Each of these may make it difficult for us to run our business. In addition, the Investment Company Act may impose upon us burdensome requirements, including: ▪ registration as an investment company and subsequent regulation as an investment company; ▪ adoption of a specific form of corporate structure; and ▪ reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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8 In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Though we do not believe that our principal activities will subject us to the Investment Company Act, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expense and attention from management for which we have not accounted and which would have a material adverse effect on our business, results of operations, cash flows and financial condition. Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under applicable law. We may engage in investment opportunities or other business with one or more target businesses that have relationships with our executive officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our executive officers and directors with other entities in the investment management business and otherwise, we may decide to invest in, acquire or do business with one or more businesses affiliated with our executive officers, directors or existing shareholders. Our directors also serve as officers and board members for other entities. Such entities may compete with us and potential conflicts of interest may exist. Nonetheless, we could pursue an affiliate transaction if we determined that such affiliated entity met our criteria for an investment or a business combination and such transaction was approved by a majority of our disinterested directors and our audit committee. We have only recently entered the construction management business. In February 2025, we acquired certain assets of Greenfield CRE (Greenfield), a construction management company, which is a new business line for us. Although the Greenfield team became employees of our indirect wholly owned subsidiary, Monomoy Construction Services, LLC (MCS), in connection with the transaction, we do not have prior experience in the construction management industry and as a result, we may not be able to operate the business effectively. We receive fees from construction management services we provide to our clients. Our revenue generated from this business line depends on the size of our projects and the number of projects we are able to manage. Many of our projects are small in size and therefore, the performance and results of the business also depends on our ability to manage a number of projects at one time and our ability to scale the business in terms of number and size of projects. Additionally, we face intense competition in this industry including from those competitors who possess more financial resources than us. As a result, we may not be able to continue to scale the business. If the number and size of our projects are less and/or smaller than our expectations or we are not able to scale the business effectively, our business, financial condition and results of operation would be adversely affected. Furthermore, we engage trade partners in connection with the construction of our projects. We also subcontract portions of our contracts to subcontractors. An inability to contract with skilled trade partners at reasonable rates on a timely basis, or failures on the part of our subcontractors to perform as anticipated, could have an adverse impact on the results of operations of the business and in turn negatively affect our business, financial condition and results of operations as a whole. Risks Relating to Our Common Stock Our common stock is subject to transfer restrictions. We have net operating loss (NOL) carryforwards and other tax attributes, the amount and availability of which are subject to certain qualifications, limitations and uncertainties. In order to reduce the possibility that certain changes in ownership could result in limitations on the use of the tax attributes, our amended and restated certificate of incorporation contains provisions that generally restrict the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 4.99% or more of our common stock and the ability of persons or entities now owning 5% or more of our common shares from acquiring additional common shares. The restriction will remain until the earliest of (1) the repeal of Section 382 of the Internal Revenue Code of 1986, as amended or any successor statute if our Board determines that the restriction on transfer is no longer necessary or desirable for the preservation of tax benefits, (2) the close of business on the first day of a taxable year as to which our Board determines that no tax benefits may be carried forward, (3) such date as our Board may fix for expiration of transfer restrictions and (4) January 29, 2028. The restriction may be waived by our Board on a case-by-case basis. You are advised to carefully monitor your ownership of our common shares and consult your own legal advisors to determine whether your ownership of our common shares approaches the proscribed level.
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9 We also have a Tax Benefits Preservation Agreement (the Tax Rights Plan) that would be triggered if any person acquires 4.99% or more of our common stock without prior approval by our Board. Holders of more than 4.99% of our common stock on the day the Tax Rights Plan was adopted were exempted from this limitation as to the number shares they held at the time of adoption of the Tax Rights Plan. We may issue additional shares of common stock or shares of our preferred stock to obtain additional financial resources, as acquisition currency or under employee incentive plans. Any future issuances of our common stock would dilute the interest of our stockholders and likely present other risks. Our certificate of incorporation authorizes our Board to issue shares of our common stock or preferred stock from time to time in their business judgment up to the amount of our then authorized capitalization. We may issue a substantial number of additional shares of our common stock and may issue shares of our preferred stock. These issuances: ▪ may significantly dilute your equity interests; ▪ may require you to make an additional investment in us or suffer dilution of your equity interest; ▪ may subordinate the rights of holders of shares of our common stock if shares of preferred stock are issued with rights senior to those afforded to our common stock; ▪ could cause a change in control if a substantial number of shares of our common stock are issued; ▪ may affect, among other things, our ability to use our NOL carry forwards; and ▪ may adversely affect prevailing market prices for our common stock. Anti-takeover provisions contained in our certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Our certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board. Our corporate governance documents include provisions: ▪ authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock; ▪ limiting the liability of, and providing indemnification to, our Board and officers; ▪ limiting the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting; ▪ requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our Board; ▪ controlling the procedures for the conduct and scheduling of Board and stockholder meetings; ▪ limiting the ability for persons to acquire 4.99% or more of our common stock; ▪ providing an exclusive forum selection provision; ▪ providing our Board with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings; ▪ limiting the determination of the number of directors on our Board and the filling of vacancies or newly created seats on the board to our Board then in office; and ▪ providing that directors may be removed by stockholders only for cause. These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock. Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
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10 Our common stockholders may experience significant dilution upon the issuance of common stock upon conversion of our 5.0% Convertible Senior Notes due 2030 (the Convertible Notes). The issuance of common stock upon conversion of some or all of the Convertible Notes will dilute the ownership interests of existing holders of shares of our common stock, which could cause the price of our common stock to decline, and further concentrate ownership in certain related parties. Furthermore, the number of shares of common stock to be issued upon conversion of the Convertible Notes may be substantially greater if the conversion rate is adjusted in accordance with the terms of the Convertible Notes. Holders of the Convertible Notes have the right to convert all or any portion of such notes at any time prior to February 22, 2030 into shares of our common stock at a conversion price of $3.4722 per share. Upon conversion of any note, we 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. We cannot predict or accurately forecast the total amount of shares of common stock that ultimately may be issued under the Convertible Notes. Further, the perception of these sales or issuances, or the conversion of the Convertible Notes, could impair our ability to raise additional capital through the sale of our equity securities. Our common stockholders may experience significant dilution upon the issuance of common stock on exercise of warrants. The issuance of common stock on exercise of warrants will dilute the ownership interests of existing holders of shares of our common stock, which could cause the price of our common stock to decline, and further concentrate ownership in certain related parties. The holder of the Series A warrant has the right to buy 1,000,000 shares of common stock at an exercise price of $3.50 per share any time on or after August 27, 2026. The holder of Series B warrant has the right to buy 1,000,000 shares of common stock at an exercise price of $5.00 per share any time on or after August 27, 2028. We cannot predict or accurately forecast the total amount of shares of common stock that ultimately may be issued under the warrants. Further, the perception of these sales or issuances, could impair our ability to raise additional capital through the sale of our equity securities. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Cybersecurity Processes and Risk Assessment We rely on the cybersecurity program implemented by GECM. In order to assess, identify and manage material risks from cybersecurity threats, GECM has implemented a cybersecurity program for GEG and its subsidiaries, which is focused on (i) protecting the confidentiality of business, client, fund investor and employee information; (ii) maintaining the security and availability of its systems and data; (iii) supporting compliance with applicable laws and regulations; (iv) documenting cybersecurity incidents and its responses; and (v) notification of cybersecurity incidents to, and communications with, appropriate internal and external parties. GECM has implemented an information security policy governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and employee information that it stores or processes and the maintenance of critical services and systems. This program is based on recognized industry standards that we use to help us identify, assess and manage cybersecurity risks and is supported by both management and our Board. These processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks. GECM's policies and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, spam and phishing email filtering, and transmission of data over private networks. GECM’s processes and systems aim to prevent or mitigate two main types of cybersecurity risk: (1) cybersecurity risks associated with its physical and digital devices and infrastructure, and (2) cybersecurity risks associated with third parties, such as people and organizations who have access to its devices, infrastructure or confidential or sensitive information. As a part of its cybersecurity program, GECM's cybersecurity processes and systems are reviewed and assessed by third parties. These third parties provide external expertise in all aspects of our cybersecurity program and assess and report on GECM’s compliance with applicable laws and regulations and its internal incident response preparedness, including benchmarking to best practices and industry frameworks. These third parties also help identify areas for continued focus and improvement. Annual penetration testing of its network, including critical systems and systems that store confidential or sensitive information, is conducted with third-party consultants and vulnerabilities are reviewed by Great Elm’s Information Technology & Security Committee (IT Committee), comprised of GECM's Chief Operating Officer and other members of Company management as well as its third-party IT consultant. In order to oversee and identify risks from cybersecurity threats associated with its use of large vendors and material third parties who will have access to sensitive data or client systems and facilities, GECM requires these parties to adhere to GECM's cybersecurity requirements prior to accessing such data. In addition, GECM performs periodic reviews of its critical vendors with the assistance of a third-party consultant to identify and assess the vendors’ security posture to reduce risk to the Company.
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11 GECM also provides its employees with cybersecurity awareness training at onboarding and semiannually, as well as interim security reminders and alerts. GECM’s third-party consultants conduct regular phishing tests and provide additional training as appropriate. In May 2024, the SEC adopted amendments to Regulation S-P, which, beginning in June 2026, requiring certain investment companies and SEC-registered investment advisers, including GECM, to adopt written policies and procedures for incident response programs to address unauthorized access to, or use of, customer information, including providing notice to certain individuals affected by any such incident. With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our and GECM’s policies and systems designed to manage cybersecurity risks and related disclosures. Governance and Oversight of Cybersecurity Risks GECM’s cybersecurity program is managed by the IT Committee. The members of the IT Committee collectively have over fifty years of experience helping to oversee the information technology infrastructure and processes at GECM and other asset managers in both operations and IT infrastructure leadership roles. Third-party consultants with specific education and over 25 years' experience in IT Infrastructure and Cybersecurity are utilized to provide additional technical insight and recommendations. The IT Committee is responsible for supervising and interfacing with providers to implement GECM’s monitoring and alert response processes, vulnerability management, changes made to its critical systems, including software and network changes, and various other technological and administrative safeguards. GECM has also developed an incident response framework to monitor the prevention, detection, mitigation and remediation of cybersecurity events. This framework is managed and implemented by the IT Committee, with support from their third-party consultants. The IT Committee alongside the General Counsel and Chief Compliance Officer of GECM are responsible for gathering information with respect to cybersecurity incidents, assessing their severity and determining potential responses, as well as communicating with business leaders and senior management, and the Board of Directors, as appropriate. Our Board monitors cybersecurity risk as part of Great Elm's overall risk management program. Our Board has delegated the primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management to the Audit Committee, which includes oversight of risks related to cybersecurity threats. The Audit Committee and the Board, as appropriate, are informed about risks related to cybersecurity threats through periodic reports from GECM's Chief Operating Officer. Such reporting includes updates on GECM’s cybersecurity program, the external threat environment, and GECM’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment. These reports also include updates on GECM’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents, where applicable. Impact of Cybersecurity Risks As of the filing of this Form 10-K, we are not aware of any cyber-attacks that have occurred that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. We acknowledge that we cannot eliminate all security risks within our organization, and we cannot guarantee that any undetected cybersecurity incidents have occurred. For additional information about these risks, see "Item 1A. Risk Factors" in this Annual Report on Form 10-K. Item 2. Properties. We currently lease office space for our principal executive office in Palm Beach Gardens, Florida. We lease additional office space in Boston, Massachusetts, which is non-cancellable through November 2029, and Charleston, South Carolina, which has a lease expiration date in September 2029. Item 3. Legal Proceedings. None. Item 4. Mine Safety Disclosures. Not applicable.
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PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “GEG”. Record Holders As of August 20, 2026, there were 51 record holders of our common stock. Dividends We do not currently intend to pay dividends on our common stock. The payment of dividends in the future is subject to legally available funds and the discretion of our Board and will depend upon general business conditions, legal and contractual restrictions on the payment of dividends and other factors that our Board may deem to be relevant. Restrictions on Ownership We have NOL carryforwards and other tax attributes, the amount and availability of which are subject to qualifications, limitations and uncertainties. In order to reduce the possibility that certain changes in ownership could result in limitations on the use of our tax attributes, our certificate of incorporation contains provisions which generally restrict the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 5% or more of the outstanding shares of common stock and the ability of persons or entities now owning 5% or more of the outstanding shares of common stock from acquiring additional common shares. We also have the Tax Rights Plan that restricts ownership of 4.99% or more of our outstanding shares of common stock. Persons that owned more than 4.99% of our common stock when the Tax Rights Plan was adopted were grandfathered as to their then-current holdings of our common stock. Our Board has granted limited waivers to certain investors to own more than 4.9% of our common stock, including funds managed by Northern Right Capital Management, L.P. (Northern Right), Imperial Capital Asset Management, LLC (ICAM), PC Elfun LLC (PC Elfun) and Woodstead Value Fund LP (Woodstead). As of August 20, 2026, Northern Right and its affiliates, ICAM and its affiliates, PC Elfun, and Woodstead own approximately 17.4%, 20.5%, 11.1%, and 15.7%, respectively, of the outstanding shares of our common stock. Ownership information is based on information in publicly available filings. Stock Purchases The following table summarizes common stock repurchases during the three months ended June 30, 2026: Month Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of 10b5-1 Plans Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs April 1-30, 2026 60,595 $ 1.99 60,595 4,866,586 May 1-31, 2026 53,191 2.14 11,773 - June 1-30, 2026 150,994 2.23 - 5,000,000 Total 264,780 $ 2.16 72,368 (1) All shares were purchased in open market transactions. 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. As of August 24, 2026, approximately $24 million remained available to repurchase shares under the program. 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. (1)
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13 Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 6. [Reserved] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations is a supplement to, and should be read in conjunction with, and is qualified entirely by, our consolidated financial statements (including Notes to the Consolidated Financial Statements) and the other consolidated financial information appearing elsewhere in this report. Some of the information in this discussion and analysis includes forward-looking statements that involve risk and uncertainties. Actual results and timing of events could differ from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 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 June 30, 2026 was approximately $770.6 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. 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. During the year ended June 30, 2026, GEG capitalized development costs of $6.5 million attributed to the cost of land and development and construction costs directly identifiable with the real estate projects. On February 4, 2025, GEG acquired certain assets of Greenfield CRE (Greenfield), a construction management company and previous partner of MCRE (the Greenfield Acquisition). In connection with the acquisition, the Company formed Monomoy Construction Services, LLC (MCS), a wholly owned subsidiary of GEG, and combined Greenfield's assets with the assets of Monomoy BTS Construction Management, LLC (MCM) to launch an integrated, full-service construction business. MCS will be dedicated to serving the Company's various real estate businesses, as well as expanding its existing third-party consulting business. The financial results of MCS are included in the Company's consolidated results for the period beginning on February 4, 2025. Change in Segments 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. As a result of the change noted above, effective for the quarter ended September 30, 2025, the Company began reporting the following business segments: • Alternative Credit - focused on income generation and capital preservation through investment in debt and income-generating securities, direct lending, CLOs, and specialty finance businesses including Factoring, Asset Based Lending and Healthcare • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector
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14 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 consolidated results of our operations: For the twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Revenues $ 27,776 70% $ 16,316 Cost of Revenues 13,248 NM* 1,082 Operating costs and expenses: Compensation and benefits 19,582 27% 15,478 Selling, general and administrative 7,433 15% 6,451 Depreciation and amortization 1,299 4% 1,249 Expenses of Consolidated Funds 224 NM* 59 Total operating costs and expenses 28,538 23,237 Operating loss (14,010) (8,003) Other (expense) income: Interest expense (4,106) (1)% (4,157) Other (expense) income, net (19,168) NM* 27,796 Total other (expense) income, net (23,274) 23,639 (Loss) income before income taxes (37,284) 15,636 Income tax benefit (expense) 376 NM* (86) Net (loss) income $ (36,908) $ 15,550 *NM - not meaningful Revenues and Cost of Revenues Revenues and cost of revenues for the year ended June 30, 2026 increased $11.5 million and $12.2 million, respectively, as compared to the year ended June 30, 2025, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to September 2025 and June 2026 property sales. The increase in revenues were partially offset by a reduction in incentive fees of $4.1 million and an increase in project management fees of $1.3 million compared to the prior year period. Operating Costs and Expenses Compensation and benefits expenses for the year ended June 30, 2026 increased $4.1 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 year ended June 30, 2026 increased $1.0 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 Greenfield Acquisition. Other Income (Expense) Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses. For the year ended June 30, 2026, net realized and unrealized gains decreased $39.1 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 year ended June 30, 2026, interest income decreased $0.6 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 year ended June 30, 2026, dividend income decreased $0.7 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.
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15 Income Taxes The Company recognized an income tax benefit of $0.4 million for the year ended June 30, 2026 and an income tax expense of $0.1 million for the year ended June 30, 2025. The tax benefit for the year ended June 30, 2026 consists primarily of the release of uncertain tax positions related to a lapse of the statute of limitations and the reduction of the naked credit deferred tax liability. The expense for the year ended June 30, 2025 consists of the recognition of income tax expense related to the deferred tax liability with an indefinite reversal period. This is offset by the income tax benefit recognized from the reversal of the prior year's income tax expense, resulting from provision-to-return adjustments. As of June 30, 2026, we had $13.4 million of net operating loss carryforwards for federal income tax purposes, of which approximately $1.5 million will expire in fiscal years 2027 through 2038 and $11.9 million can be carried forward indefinitely. As of June 30, 2026, the Company also had $14.0 million of state NOL carryforwards, principally in Massachusetts, that will expire from 2037 to 2046. Segment Analysis We conduct our operations through two business segments: Alternative Credit and Real Estate. Effective for the quarter ended September 30, 2025, we began reporting the following business segments. • Alternative Credit - focused on income generation and capital preservation through investment in debt and income-generating securities, direct lending, CLOs, and specialty finance businesses including Factoring, Asset Based Lending and Healthcare • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector 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 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 twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Revenues $ 6,071 (41)% $ 10,323 Operating costs and expenses: Compensation and benefits 5,316 (17)% 6,383 Selling, general and administrative 1,542 17% 1,317 Depreciation and amortization 177 (35)% 273 Total operating costs and expenses 7,035 7,973 Operating (loss) income (964) 2,350 Other income: Other income, net - (100)% 1 Total other income, net - 1 (Loss) income before income taxes (964) 2,351 Income tax expense - 0% - Net (loss) income $ (964) $ 2,351 Alternative Credit Revenue Alternative Credit revenues for the year ended June 30, 2026 decreased $4.3 million as compared to the year ended June 30, 2025 primarily due to a reduction in incentive fee revenue compared to the prior year period due to the incentive fee waiver provided to GECC.
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16 Alternative Credit Expenses Alternative Credit segment compensation and benefits expenses for the year ended June 30, 2026 decreased $1.1 million due to a reduction in bonus expense. Alternative Credit segment selling, general and administrative expenses for the year ended June 30, 2026 increased $0.2 million as compared to the year ended June 30, 2025 primarily driven by an increase in software expense and other miscellaneous general and administrative expenses. Real Estate Segment The following table provides the results of our Real Estate segment: For the twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Revenues $ 21,705 NM* $ 5,993 Cost of Revenues 13,248 NM* 1,082 Operating costs and expenses: Compensation and benefits 11,109 86% 5,959 Selling, general and administrative 2,513 44% 1,744 Depreciation and amortization 1,039 6% 976 Total operating costs and expenses 14,661 8,679 Operating loss (6,204) (3,768) Other income: Other income, net 53 0% - Total other income, net 53 - Loss before income taxes (6,151) (3,768) Income tax expense (212) 0% - Net loss $ (6,363) $ (3,768) *NM - not meaningful Real Estate Revenue Real Estate revenues for the year ended June 30, 2026 increased $15.7 million as compared to the year ended June 30, 2025 driven by property sales occurring in September 2025 and June 2026. Related costs of revenues for the year ended June 30, 2026 increased by $12.2 million compared to the year ended June 30, 2025 due to these sales. Further, $2.2 million of revenue was recognized in the year ended June 30, 2026 related to our construction business, compared to $0.9 million in the corresponding prior year period due to the growth in construction business from the Greenfield Acquisition that occurred in February 2025. Real Estate Expenses Real Estate segment compensation and benefits expenses for the year ended June 30, 2026 increased $5.2 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 $0.8 million for the year ended June 30, 2026 compared to the year ended June 30, 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 $0.1 million for the year ended June 30, 2026, as compared to the corresponding prior year period due to amortization of intangible assets related to the Greenfield Acquisition.
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Corporate & Other The following table provides the results of Corporate & Other: For the twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Operating costs and expenses: Compensation and benefits $ 3,157 1% $ 3,136 Selling, general and administrative 3,378 (0)% 3,390 Depreciation and amortization 83 0% - Expenses of Consolidated Funds 224 NM* 59 Total operating costs and expenses 6,842 6,585 Operating loss (6,842) (6,585) Other income (expense): Interest expense (4,106) (1)% (4,157) Other (expense) income, net (19,221) NM* 27,795 Total other (expense) income, net (23,327) 23,638 (Loss) income before income taxes (30,169) 17,053 Income tax benefit (expense) 588 NM* (86) Net (loss) income $ (29,581) $ 16,967 *NM - not meaningful Corporate & Other Operating Costs and Expenses Compensation and benefits expenses related to Corporate & Other for the year ended June 30, 2026 remained flat as compared to the corresponding prior year period. Corporate & Other Expenses - Other Income and Expenses For the year ended June 30, 2026, net realized and unrealized gains decreased $39.1 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 year ended June 30, 2026, interest income decreased $0.6 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 year ended June 30, 2026, dividend income decreased $0.7 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 prior year period. Liquidity and Capital Resources The following table presents selected financial information: (in thousands) June 30, 2026 June 30, 2025 Current assets $ 99,634 $ 137,897 Current liabilities 7,729 9,614 Working capital $ 91,905 $ 128,283 Long-term liabilities $ 65,146 $ 63,657 For the twelve months ended June 30, (in thousands) 2026 2025 Net cash provided by (used in) operating activities $ 15,675 $ (9,006) Net cash provided by (used in) investing activities $ 12,568 $ (1,336) Net cash used in financing activities $ (5,372) $ (8,773) Net increase (decrease) in cash and cash equivalents $ 22,871 $ (19,115) Net change in cash, cash equivalents and restricted cash $ 22,871 $ (19,115)
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18 As of June 30, 2026, we had an unrestricted cash balance of $53.5 million and investments with a fair value of $32.6 million, including 1,356,125 shares of GECC common stock with an estimated fair value of $7.4 million. We could make acquisitions that will likely result in our investment of all of our liquid financial resources, the issuance of equity securities and the incurrence of indebtedness. If we are unsuccessful at raising additional capital resources, through either debt or equity, it is unlikely we will be able to execute our strategic growth plan. See “Item 1A. Risk Factors.” Net cash from operating activities increased $24.7 million, from net cash used of $9.0 million for the year ended June 30, 2025 to net cash provided of $15.7 million for the year ended June 30, 2026, driven by proceeds from sale of real estate in September 2025 and June 2026 and changes in operating assets and liabilities period-over-period. Net cash from investing activities increased $13.9 million, from net cash used of $1.3 million for the year ended June 30, 2025 to net cash provided of $12.6 million for the year ended June 30, 2026, driven by settlement of related party loan receivable and net sales of investments for the year ended June 30, 2026. Net cash from financing activities increased $3.4 million, from net cash used of $8.8 million for the year ended June 30, 2025 to net cash used of $5.4 million for the year ended June 30, 2026, driven by distributions and redemptions of non-controlling interests in consolidated funds and stock repurchases during the year ended June 30, 2026. These were partially offset by proceeds from issuance of common stock during the year ended June 30, 2026. We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and the foreseeable future thereafter. Borrowings As of June 30, 2026, the Company had $26.9 million in outstanding aggregate principal 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 June 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 and Estimates The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in accordance with 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. Actual results could be different from these estimates.
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19 Business Combinations Business combinations are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration if applicable, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary, in order to reduce deferred tax assets to the amounts more likely than not to be recovered. The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its net operating loss carryforwards and other deferred tax assets is more likely than not. The calculation of the Company’s tax positions involves dealing with uncertainties in the application of complex tax regulations for federal and several different state tax jurisdictions. The Company is periodically reviewed by tax authorities regarding the amount of taxes due. These reviews include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. GAAP provides guidance on the accounting for and disclosure of uncertainty in tax positions and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more likely than not" of being sustained by the applicable taxing authority. The Company recognizes in its consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. In making these assessments, the Company determines the accounting recognition based on the technical merits of the position and consults with external tax experts as appropriate. The Company does not recognize income tax benefits for positions that it takes on its income tax returns that do not meet the more likely than not standard on its technical merits. New Accounting Pronouncements See Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. The information required by this Item appears beginning on page F-1 of this Annual Report on Form 10-K and is incorporated in this Item 8 by reference. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not applicable.
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20 Item 9A. Controls and Procedures. Disclosure Controls and Procedures The Company’s management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective as of June 30, 2026. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for preparation of the accompanying consolidated financial statements in accordance with US GAAP. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13(a)-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting is supported by written policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026 as required by the Exchange Act. In making this assessment, we used the criteria set forth in the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework, management concluded that our internal control over financial reporting was effective as of June 30, 2026. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.
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21 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be contained in our definitive proxy statement (Proxy Statement) and is hereby incorporated by reference thereto. Our board of directors has adopted a Code of Business Conduct applicable to all officers, directors, and employees, which is available on our website (https://www.greatelmgroup.com/investors/) under "Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct by posting such information on the website address and location specified above. Item 11. Executive Compensation. The information required by this item will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 14. Principal Accountant Fees and Services. The information required by this item will be contained in our Proxy Statement and is hereby incorporated by reference thereto. PART IV Item 15. Exhibits, Financial Statement Schedules. Financial Statements The information required by this Item appears beginning on page F-1 of this Annual Report on Form 10-K and is incorporated in this Item 15 by reference. Financial Statement Schedules Schedules are omitted because they are not required or are not applicable or the required information is shown in the consolidated financial statements or notes thereto. Exhibits The exhibit index attached hereto is incorporated by reference. EXHIBIT INDEX Unless otherwise indicated, all references are to filings by Great Elm Group, Inc. (the Registrant) with the Securities and Exchange Commission under File No. 001-39832 Exhibit No. Description 3.1 Certificate of Incorporation of the Registrant, dated October 23, 2020 (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on December 29, 2020) 3.2 Amended and Restated Bylaws of the Registrant, dated November 14, 2022 (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on November 14, 2022) 4.1 Form of the Registrant’s Common Stock Certificate (incorporated by reference to the Exhibit 4.1 to the Form 8-K filed on December 29, 2020)
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22 4.2 Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock of the Registrant, dated December 23, 2020 (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on December 29, 2020) 4.3 Stockholders’ Rights Agreement, dated December 29, 2020, by and between the Registrant and Computershare Trust Company, N.A. (incorporated by reference to the Exhibit 4.3 to the Form 8-K filed on December 29, 2020) 4.4 Form of 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference to the Exhibit 4.4 to the Form 8-K filed on December 29, 2020) 4.5 Form of Amendment to 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference to the Exhibit 4.1 to the Form 10-Q filed on May 14, 2021) 4.6 Registration Rights Agreement, dated as of February 26, 2020, by and between Great Elm Capital Group, Inc. and certain accredited investors party thereto (incorporated by reference to the Exhibit 4.5 to the Form 8-K filed on December 29, 2020) 4.7 Description of Securities (incorporated by reference to the Exhibit 4.7 to the Form 10-K filed on September 12, 2022) 4.8 Base Indenture, dated as of June 9, 2022, by and between the Registrant and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.1 to the Form 8-K filed on June 9, 2022) 4.9 First Supplemental Indenture, dated as of June 9, 2022, by and between the Registrant and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on June 9, 2022) 4.10 Form of 7.25% Note Due 2027 (incorporated by reference to the Exhibit 4.3 to the Form 8-K filed on June 9, 2022) 4.11 Amended and Restated Stockholders Agreement of Forest Investments, Inc., dated December 30, 2022, among Forest Investments, Inc., the Registrant and J.P. Morgan Broker-Dealer Holdings, Inc. (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on January 3, 2023) 10.1+ Offer Letter, dated May 4, 2023, by and between the Registrant and Jason W. Reese (incorporated by reference to the Exhibit 10.3 to the Form 8-K filed on May 5, 2023) 10.2+ Offer Letter, dated December 29, 2020 between Adam Kleinman and the Registrant (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on December 29, 2020) 10.3+ Offer Letter, dated May 15, 2023, by and between the Registrant and Keri A. Davis (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on May 15, 2023) 10.4+ Employment Letter, dated August 30, 2022, between Great Elm Capital Management, Inc. and Nichole Milz (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on September 6, 2022) 10.5+ Compensation Plan Agreement, dated December 29, 2020, by and between Great Elm Capital Group, Inc. and the Registrant (incorporated by reference to the Exhibit 10.4 to the Form 8-K filed on December 29, 2020) 10.6+ Form of Director and Officer Indemnification Agreement (incorporated by reference to the Exhibit 10.5 to the Form 8-K filed on December 29, 2020) 10.7+ The Registrant's Amended and Restated 2016 Long-Term Incentive Compensation Plan (As Amended, Effective October 9, 2024) 10.8+ 2016 Employee Stock Purchase Plan (incorporated by reference to Annex E to the Proxy Statement filed on May 25, 2016 by Great Elm Capital Group, Inc. (File No. 001-16073)) 10.9+ Form of Stock Option Award under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.12 to the Form 10-K filed on September 20, 2023) 10.10+ Form of Restricted Stock Unit Award (Directors) under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.13 to the Form 10-K filed on September 20, 2023) 10.11+ Form of Restricted Stock Unit Award (Employees) under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.14 to the Form 10-K filed on September 20, 2023) 10.12+ Form of Restricted Stock Award (Directors) under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.15 to the Form 10-K filed on September 20, 2023)
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23 10.13+ Form of Restricted Stock Award (Employees) under the Registrant’s Amended and Restated 2016 Long-Term Incentive Compensation Plan (incorporated by reference to the Exhibit 10.16 to the Form 10-K filed on September 20, 2023) 10.14+ Amended and Restated Great Elm Capital Management Performance Bonus Plan, dated February 6, 2019, (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on February 8, 2019 by Great Elm Capital Group, Inc. (File No. 001- 16073)) 10.15 2025 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 5, 2025) 10.16 Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022), by and between Great Elm Capital Corp. and Great Elm Capital Management, Inc. (incorporated by reference to the Exhibit g to the Form N-2 filed on June 16, 2023 by Great Elm Capital Corp. (File No. 333-272790)) 10.17 Administration Agreement, dated as of September 27, 2016, by and between Great Elm Capital Corp. and Great Elm Capital Management, Inc. (incorporated by reference to the Exhibit 10.2 to the Form 8-K filed on November 7, 2016 by Great Elm Capital Corp. (File No. 814-01211)) 10.18 Voting Waiver Agreement, dated October 29, 2024, by and between Jason W. Reese and the Registrant (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on October 29, 2024) 10.19 Stock Purchase Agreement, dated July 31, 2025, by and among the Registrant and the purchasers named therein 10.20 Profits Interest Agreement, dated July 31, 2025, by and among Great Elm Real Estate Ventures, LLC, the Registrant and the entities named therein 10.21 Securities Purchase Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P. 10.22 Series A Warrant Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P. 10.23 Series B Warrant Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P. 10.24 Amended Profits Interest Agreement, dated May 12, 2026, by and among Great Elm Real Estate Ventures, LLC, the Registrant and the entities named therein 10.25 Third Amendment and Assignment to Lease Agreement, dated March 2, 2026, between the Registrant and REEP-OFC Financial Center FL 14.1 Code of Conduct of the Registrant (incorporated by reference to the Exhibit 14.1 to the Form 8-K filed on September 20, 2023) 19.1 The Registrant's Insider Trading Policy (incorporated by reference to the Exhibit 19.1 to the Form 10-K filed on September 2, 2025). 21.1 Subsidiaries of the Registrant. 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of the 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 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on February 29, 2024) 101 Materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity and Contingently Redeemable Non-Controlling Interest, (iv) Consolidated Statements of Cash Flows, and (v) related Notes to the Consolidated Financial Statements, tagged in detail (furnished herewith). 104 The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in inline XBRL (included as Exhibit 101). + Indicates a management contract or compensatory plan or arrangement.
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24 Item 16. Form 10-K Summary. We have elected not to provide a Form 10-K summary.
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25 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 as of August 26, 2026. GREAT ELM GROUP, INC. By: /s/ Jason W. Reese Name: Jason W. Reese Title: Chief Executive Officer & Chairman Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of August 26, 2026. Signature Title /s/ Jason W. Reese Chief Executive Officer & Chairman Jason W. Reese (Principal Executive Officer) /s/ Keri A. Davis Chief Financial Officer & Chief Accounting Officer Keri A. Davis (Principal Financial and Accounting Officer) /s/ Matthew A. Drapkin Director Matthew A. Drapkin /s/ David Matter Director David Matter /s/ Lloyd Nathan Director Lloyd Nathan /s/ James P. Parmelee Director James P. Parmelee /s/ Eric J. Scheyer Director Eric J. Scheyer /s/ David Schwartz Director David Schwartz /s/ Booker Smith Director Booker Smith
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F-1 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) F-2 Consolidated Balance Sheets at June 30, 2026 and 2025 F-4 Consolidated Statements of Operations for the years ended June 30, 2026 and 2025 F-5 Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2026 and 2025 F-6 Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025 F-7 Notes to the Consolidated Financial Statements F-9
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F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Great Elm Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Great Elm Group, Inc. and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the years ended June 30, 2026 and 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for the years ended June 30, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Investments at fair value - Fair Value Measurements — Refer to Note 6 Critical Audit Matter Description Included within investments at fair value held by the Company are equity investments in three special purpose vehicles that do not have readily-available market prices. The valuations of such equity investments are based on discounted cash flow models which are complex valuation techniques that utilize unobservable inputs. Under accounting principles generally accepted in the United States of America, these investments are classified as Level 3 assets and are inherently subjective. As of June 30, 2026, the fair value of these Level 3 equity investments was $797,000. The Company recognized a $12,577,000 change in unrealized depreciation related to these investments in earnings during the year ended June 30, 2026.
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F-3 Given management uses complex valuation techniques and unobservable inputs to estimate the fair value of these Level 3 equity investments, performing audit procedures to evaluate the appropriateness of these models and inputs required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the discounted cash flow models and unobservable inputs used by management to estimate the fair value of these Level 3 equity investments included the following, among others: • With the assistance of our fair value specialists, we evaluated the appropriateness of the valuation techniques and assumptions used by the Company, including the reasonableness of significant changes in valuation techniques and assumptions. • We evaluated the reasonableness of significant business assumptions related to future cash flows utilized in the valuation models and obtained audit evidence to substantiate the assumptions. • With the assistance of our fair value specialists, we developed independent fair value estimates and compared our estimates to the Company’s estimates. /s/ Deloitte & Touche LLP Boston, Massachusetts August 26, 2026 We have served as the Company's auditor since 2024.
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F-4 GREAT ELM GROUP, INC. CONSOLIDATED BALANCE SHEETS Dollar amounts in thousands, except per share amounts ASSETS June 30, 2026 June 30, 2025 Current assets Cash and cash equivalents $ 53,474 $ 30,603 Receivables from managed funds 3,954 8,331 Investments, at fair value 32,612 60,614 Prepaid and other current assets 1,671 2,803 Real estate assets, net 2,403 9,085 Related party loan receivable - 8,000 Assets of Consolidated Funds: Cash and cash equivalents 113 3,907 Investments, at fair value 5,346 14,327 Other assets 61 227 Total current assets 99,634 137,897 Identifiable intangible assets, net 10,879 12,009 Goodwill 440 440 Right-of-use assets 1,238 1,603 Other assets 1,493 1,988 Total assets $ 113,684 $ 153,937 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,215 $ 1,026 Accrued expenses and other current liabilities 5,932 7,707 Current portion of related party payables 234 258 Current portion of lease liabilities 337 355 Liabilities of Consolidated Funds: Payable for securities purchased - 96 Accrued expenses and other liabilities 11 172 Total current liabilities 7,729 9,614 Lease liabilities, net of current portion 923 1,260 Long-term debt (face value $26,945) 26,658 26,373 Convertible notes (face value $36,838 and $35,063, including $17,853 and $16,993 held by related parties, respectively) 36,474 34,602 Other liabilities 1,091 1,422 Total liabilities 72,875 73,271 Commitments and contingencies (Note 19) Stockholders' equity Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding - - Common stock, $0.001 par value; 350,000,000 shares authorized and 31,139,625 shares issued and 29,778,239 outstanding at June 30, 2026; and 27,630,305 shares issued and 26,552,948 outstanding at June 30, 2025 27 25 Additional paid-in-capital 3,316,289 3,310,356 Accumulated deficit (3,275,507) (3,240,063) Total Great Elm Group, Inc. stockholders' equity 40,809 70,318 Redeemable non-controlling interest in Consolidated Funds - 10,348 Total stockholders' equity 40,809 80,666 Total liabilities and stockholders' equity $ 113,684 $ 153,937 The accompanying notes are an integral part of these consolidated financial statements.
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F-5 GREAT ELM GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Amounts in thousands, except per share data For the twelve months ended June 30, 2026 2025 Revenues $ 27,776 $ 16,316 Cost of revenues 13,248 1,082 Operating costs and expenses: Compensation and benefits 19,582 15,478 Selling, general and administrative 7,433 6,451 Depreciation and amortization 1,299 1,249 Expenses of Consolidated Funds 224 59 Total operating costs and expenses 28,538 23,237 Operating loss (14,010) (8,003) Dividends and interest income 4,777 6,057 Interest expense (4,106) (4,157) Net realized and unrealized (loss) gain (22,244) 16,854 Net realized and unrealized (loss) gain on investments of Consolidated Funds (2,659) 3,322 Interest and other income of Consolidated Funds 958 1,563 (Loss) income before income taxes (37,284) 15,636 Income tax benefit (expense) 376 (86) Net (loss) income $ (36,908) $ 15,550 Less: net (loss) income attributable to non-controlling interest in Consolidated Funds (1,464) 2,659 Net (loss) income attributable to Great Elm Group, Inc. stockholders $ (35,444) $ 12,891 Net (loss) income attributable to stockholders per share Basic $ (1.17) $ 0.47 Diluted (1.17) 0.38 Weighted average shares outstanding Basic 30,289 27,642 Diluted 30,289 38,817 The accompanying notes are an integral part of these consolidated financial statements.
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F-6 GREAT ELM GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Additional Paid-in Accumulate d Total Great Elm Group, Inc. Stockholders' Redeemable non-controlling interest in Total Stockholders ' Shares Amou nt Capital Deficit Equity Consolidated Funds Equity BALANCE, June 30, 2024 30,49 4 $ 30 $ 3,315,638 $ (3,252,954) $ 62,714 $ 7,481 $ 70,195 Net income - - - 12,891 12,891 2,659 15,550 Issuance of common stock related to vesting of restricted stock 1,116 - - - - - - Contributions to Consolidated Funds - - - - - 750 750 Distributions from Consolidated Funds - - - - - (542) (542) Stock repurchases (5,05 7) (5) (7,234) - (7,239) - (7,239) Stock-based compensation - - 1,952 - 1,952 - 1,952 BALANCE, June 30, 2025 26,55 3 $ 25 $ 3,310,356 $ (3,240,063) $ 70,318 $ 10,348 $ 80,666 Net (loss) income - - - (35,444) (35,444) (1,464) (36,908) Issuance of common stock related to vesting of restricted stock 820 - - - - - - Withholding tax payments related to restricted stock - - (154) - (154) - (154) Issuance of common stock related to equity transactions, net 5,354 5 9,874 - 9,879 - 9,879 Issuance of warrants - - 726 - 726 - 726 Distributions from Consolidated Funds - - - - - (4,752) (4,752) Redemptions of non-controlling interests in Consolidated Funds - - - - - (4,132) (4,132) Stock repurchases (2,94 9) (3) (6,797) - (6,800) - (6,800) Stock-based compensation 2,284 - 2,284 - 2,284 BALANCE, June 30, 2026 29,77 8 $ 27 $ 3,316,289 $ (3,275,507) $ 40,809 $ - $ 40,809 The accompanying notes are an integral part of these consolidated financial statements.
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F-7 GREAT ELM GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Dollar amounts in thousands For the twelve months ended June 30, 2026 2025 Cash flows from operating activities: Net (loss) income $ (36,908) $ 15,550 Adjustments to reconcile net (loss) income to net cash flows from operating activities: Proceeds from sale of real estate 14,317 - Gain on sale of real estate (1,494) (109) Depreciation and amortization 1,299 1,249 Stock-based compensation 2,284 1,952 Unrealized loss (gain) on investments 27,344 (15,991) Realized gain on investments (5,100) (396) Realized gain on Convertible notes - (467) Non-cash interest and amortization of debt issuance costs 2,152 2,204 Deferred tax (benefit) expense (64) 216 Change in fair value of contingent consideration - (6) Other non-cash expense, net 1,080 1,332 Adjustments to reconcile net (loss) income to net cash flows from operating activities of Consolidated Funds: Purchase of investments (3,339) (4,680) Sales of investments 9,626 5,234 Amortization of premium and accretion of discount, net (61) (93) Net realized and unrealized loss (gain) on investments 2,659 (3,321) Changes in operating assets and liabilities: Receivables from managed funds 4,377 (6,072) Prepaid and other assets 1,786 (1,551) Real estate under development (6,203) (3,406) Lease liabilities 10 43 Related party payables (24) (370) Accounts payable, accrued expenses and other liabilities (2,004) 1,191 Changes in operating assets and liabilities of Consolidated Funds: Cash and cash equivalents 3,794 (1,536) Other assets 166 26 Accrued expenses and other liabilities (22) (5) Net cash flows from operating activities 15,675 (9,006) Cash flows from investing activities: Purchases of investments in held-to-maturity securities - (7,402) Proceeds from settlement of held-to-maturity investments - 17,500 Proceeds from settlement of trading securities - 29 Sales of investments 7,681 - Purchases of investments (3,113) - Investments in portfolio funds - (4,473) Acquisition of business - (2,500) Related party loan receivable 8,000 (8,000) Redemption of investments 85 3,886 Other (85) (376) Net cash flows from investing activities 12,568 (1,336)
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F-8 GREAT ELM GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) Dollar amounts in thousands For the twelve months ended June 30, 2026 2025 Cash flows from financing activities: Proceeds from issuance of common stock 11,862 - Equity issuance costs (1,257) - Redemption of Convertible notes - (1,757) Stock repurchases (6,800) (7,239) Withholding tax payments related to restricted stock (154) - Redemptions of non-controlling interests in Consolidated Funds (4,132) - Contributions to non-controlling interests in Consolidated Funds - 223 Distributions from non-controlling interests in Consolidated Funds (4,891) - Net cash flows from financing activities (5,372) (8,773) Net increase (decrease) in cash and cash equivalents 22,871 (19,115) Cash, cash equivalents and restricted cash at beginning of period 30,603 49,718 Cash, cash equivalents and restricted cash at end of period $ 53,474 $ 30,603 Supplemental disclosure of cash flow information: Cash paid for interest 1,954 1,954 Cash paid for taxes 11 139 Supplemental non-cash financing transactions: Fair value of warrants issued 726 - Lease liabilities and right of use assets arising from operating leases - 1,681 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total cash and cash equivalents and restricted cash on the Consolidated Statements of Cash Flows: June 30, 2026 June 30, 2025 Cash and cash equivalents $ 53,474 $ 30,603 Restricted cash - - Cash, cash equivalents and restricted cash $ 53,474 $ 30,603 The accompanying notes are an integral part of these consolidated financial statements.
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F-9 GREAT ELM GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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 BTS Construction Management, LLC (MCM), 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. Change in Segments The Company continually monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. During the first quarter of fiscal 2026, in conjunction with an equity transaction entered into with Kennedy Lewis Investment Management LLC (KLIM) and the formation of REV (see Note 20 - Equity Transactions), the Company realigned the business and reportable segment 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, the Company’s segment reporting structure is based on the Company’s various investment strategies. As a result of the change in segments, effective during the quarter ended September 30, 2025, the Company has the following reportable segments: • Alternative Credit - focused on income generation and capital preservation through investment in debt and income-generating securities, direct lending, CLOs, and specialty finance businesses including Factoring, Asset Based Lending and Healthcare • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for industrial outdoor storage (IOS) sector 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in accordance with 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 business combinations, and fair value measurements, including stock-based compensation and investments in private entities. Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates. Certain prior period amounts have been reclassified to conform to current period presentation, including reclassifications made in the presentation of operating costs and expenses. Such reclassifications were not material and did not affect the reported net income (loss) for the periods presented.
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F-10 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. All intercompany accounts and transactions have been eliminated in consolidation. The Company evaluates entities it is involved with to determine whether it has a controlling financial interest in them and is required to consolidate. The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest entity ("VIE") model or voting interest entity (“VOE”) model. As such, the Company consolidates (i) entities that the Company concludes are VIEs in which the Company has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which the Company is deemed to be the primary beneficiary and (ii) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity. The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity. Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest. Entities that are not VIEs are further evaluated for consolidation under the VOE model. Variable Interest Entities The Company considers an entity to be a VIE if any of the following conditions exist: (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns; or (iii) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. The Company consolidates VIEs for which it is the primary beneficiary. The Company determines it is the primary beneficiary when it has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders the conclusion. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed. This analysis requires judgment. These judgments include: (i) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity; (iii) determining whether two or more parties’ equity interests should be aggregated; (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity; and (v) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and hence would be deemed the primary beneficiary. VIEs are subject to specific disclosure requirements. See Note 7 - Variable Interest Entities for additional disclosures pertaining to the Company’s involvement with VIEs.
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F-11 Voting Interest Entities The Company has a controlling financial interest in a VOE when it owns a majority of the voting interests through which it can exert control over significant operating, financial, and investing decisions of the entity and no noncontrolling interest holder has stated rights that would overcome the presumption of consolidation by the majority voting interest. Non-controlling interests 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 20 - Equity Transactions. These profits interest 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 consolidated financial statements. See Note 16 - Non-Controlling Interests. Results of operations attributable to the non-controlling interests are included in the Company’s consolidated statements of operations. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. Cash equivalents consist primarily of exchange-traded money market funds and the U.S. treasury bills. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. The Company’s restricted cash consists of escrow accounts funded in connection with the sale of real estate assets. The escrows were part of the Company's performance obligation to the seller for construction completion. Investments in Marketable Securities Investments in marketable securities consist of debt securities, such as the U.S. treasury bills with original maturity exceeding 90 days. The Company classifies investments in debt securities as either trading, held-to-maturity, or available-for-sale. Securities are classified as trading if they are purchased and held principally for the purpose of selling in the near term and as held-to-maturity when the Company has both the positive intent and ability to hold the security to maturity. Held-to-maturity securities are measured at amortized cost. Investments in debt securities not classified as either trading or held-to-maturity are classified as available-for-sale securities. Trading securities are measured at fair value with unrealized gains and losses reported within net realized and unrealized gain (loss) on investments. Available-for-sale securities are measured at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss). As of June 30, 2026 and June 30, 2025, GEG had no investments in marketable securities. Investments, at Fair Value Investments, at fair value, consist of equity and equity-related securities carried at fair value, as well as investments in private funds measured using the net asset value (NAV) as reported by each fund’s investment manager. The private funds calculate NAV in a manner consistent with the measurement principles of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services – Investment Companies, as of the valuation date. Changes in the fair value and NAV are recorded within net realized and unrealized gain (loss) on investments. Dividends received are recorded within dividends and interest income on the consolidated statements of operations.
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F-12 Real Estate Assets, net Real estate assets are classified as follows: (i) real estate assets (current), which includes real estate development projects that are finished or in the process of being developed and expected to be completed and disposed of within one year of the balance sheet date; (ii) real estate assets (non-current), which includes real estate development projects that are finished or in the process of being developed and expected to be completed and disposed of more than one year from the balance sheet date; and (iii) real estate held for sale, which includes land and completed improvements thereon that meet all of the “held for sale” criteria. As of June 30, 2026 and 2025, there are no real estate assets which are non-current in nature. Real estate under development is carried at cost less impairment, if applicable. We capitalize costs that are directly identifiable with the specific real estate projects, including pre-acquisition and pre-construction costs, development and construction costs, taxes, and insurance. We do not capitalize any general and administrative or overhead costs, regardless of whether the costs are internal or paid to third parties. Capitalization begins when the activities related to development have begun and ceases when activities are substantially complete and the asset is available for occupancy. Real estate held for sale is recorded at the lower of cost or fair value less cost to sell. If an asset’s fair value less cost to sell, based on discounted future cash flows, management estimates or market comparisons, is less than its carrying amount, an allowance is recorded against the asset. Goodwill and Identifiable Intangible Assets Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized for US GAAP purposes. Instead goodwill is reviewed for impairment at least annually as of the first business day of the fourth quarter or more frequently, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will evaluate impairment quantitatively and record the amount of goodwill impairment as the excess of the carrying amount of the reporting unit over its fair value. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and assumptions about the Company’s strategic plans with regard to its operations. The Company performs annual impairment test on the first day of the fiscal fourth quarter, or as required when impairment triggering events are identified. The Company's indefinite-lived intangible assets consist of investment management agreements, assembled workforce, customer-related intangibles and licenses. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related useful lives, are derived from established valuation techniques and management estimates. Indefinite-lived intangible assets are tested for impairment annually as of the first business day of the fourth quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the Company will evaluate impairment quantitatively to determine and record the amount of impairment as the excess of the carrying amount of the indefinite-lived intangible asset over its fair value. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s strategic plans with regard to the indefinite-lived intangible assets. The Company’s definite-lived intangible assets are amortized over their estimated useful lives based upon the pattern of future cash flows attributable to the asset or using the straight-line method as determined for each asset. The Company amortizes its definite-lived intangible assets over periods ranging from ten to fifteen years.
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F-13 Impairment of Long-Lived Assets Long-lived assets include real estate assets, property and equipment, definite-lived intangible assets, and lease right-of-use assets. The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable based on undiscounted cash flows. Impairment losses are recorded when undiscounted cash flows estimated to be generated by an asset are less than the asset’s carrying amount. The amount of the impairment loss, if any, is calculated as the excess of the asset’s carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. Revenue Recognition The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied. Leases The Company determines if an arrangement contains a lease at the inception of a contract considering all relevant facts and circumstances, which normally does not require significant judgment. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company's leases is generally not readily determinable, the Company utilizes the incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and are reduced by lease incentives. Certain of the Company’s office leases contain options that permit extensions for additional periods. If the Company is not reasonably certain to exercise the option to extend at lease commencement, the respective extension period is not included within the lease term and the associated payments are not included in the measurement of the right-of-use asset and lease liability. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet, and lease expense is recognized on a straight-line basis over the term of the short-term lease. Right-of-use operating lease assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When the terms of a lease agreement are changed, management assesses the contract for a lease modification. Modifications of a lease generally result in remeasurement of the lease liability and the right-of-use asset. The Company’s office leases typically require reimbursements to the lessor for real estate taxes, common area maintenance and other operating costs, which are expensed as incurred as variable lease costs. The Company accounts for lease and nonlease components as a single lease component. See Note 11 - Lessee Operating Leases for additional information about the Company’s leases. Stock-Based Compensation The Company issues equity awards to eligible employees and directors, generally in the form of stock options, restricted stock awards and restricted stock units. The compensation cost for all equity awards is measured at their grant-date fair value. For the awards that do not contain performance or market conditions, the related compensation expense is recognized on a straight-line basis over the employee’s requisite service period, which is generally the vesting period, or the non-employee’s vesting period. For the awards that contain both performance and service conditions, the Company recognizes compensation expense over the requisite service period using the accelerated vesting attribution method when achievement of the performance condition is probable. For the awards that contain both market and service conditions, the Company recognizes compensation expense over the requisite service period using the accelerated vesting attribution method.
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F-14 The grant-date fair value of stock options that do not contain market conditions is estimated using the Black-Scholes-Merton option pricing model, which requires management to make the following assumptions: • Risk-free interest rate is based on the U.S. Treasury instruments, the terms of which are consistent with the expected term of the Company’s stock options. • Expected dividend is based on the Company’s history and expectation of dividend payouts. • Expected term represents the number of years the options are expected to be outstanding from grant date based on historical option exercise experience. • Expected volatility is estimated based on the historical volatility of the Company’s stock price over a period equal to the expected life of each option grant. The Company estimates the grant-date fair value and requisite service period of stock options with market conditions using a combination of the Monte Carlo simulation and Black-Scholes-Merton option pricing models, applying the assumptions discussed above. The Company measures the grant-date fair value of restricted stock awards and restricted stock units using the Company’s stock price on the date of grant. The Company accounts for forfeitures when they occur. The stock-based compensation expense is presented within compensation and benefits in the consolidated statements of operations. The Company records deferred tax assets or liabilities for equity awards based on deductions for income tax purposes of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company is expected to receive a tax deduction. In addition, differences between the deferred tax assets recognized in accordance with GAAP and the actual tax deduction reported in the Company’s income tax returns are presented within income tax expense within the consolidated statements of operations. Other Non-Cash Compensation The Company issues compensation to certain employees in the form of Great Elm Capital Corp. (GECC) common shares, restricted membership interest rights in Monomoy REIT and Monomoy Properties II, LLC (MP II) to be settled with GECC common shares, Monomoy REIT and MP II restricted membership interest rights currently held by the Company, respectively. These awards generally have a three to five years vesting period from the grant date. These awards are accounted for as other non-cash compensation expense in a systematic and rational manner; and are presented within compensation and benefits in the consolidated statements of operations. The accrued compensation liabilities for these awards are re-measured at each reporting date with movements recognized within compensation and benefits in the consolidated statements of operations. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock, among other conditions for equity classification. The warrants issued as part of Securities Purchase Agreement with Woodstead Value Fund LP are classified as equity under these conditions. The Company estimated the fair value of the Warrants using the Black-Scholes option pricing model on the grant date. See Note 20 - Equity transactions for further information. Net Realized and Unrealized Gains/(Losses) on Investments Realized gains (losses) may occur when the Company redeems all or a portion of its investment, when the Company receives dividends or distributions, or at the end of an investment’s life. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as net realized and unrealized gains on investments within the consolidated statements of operations.
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F-15 Interest and Dividend Income Interest and dividends are included within interest and dividend income. Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected. Dividends are recorded when the right to receive payment is established. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary, in order to reduce deferred tax assets to the amounts more likely than not to be recovered. The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its net operating loss carryforwards and other deferred tax assets is more likely than not. The calculation of the Company’s tax positions involves dealing with uncertainties in the application of complex tax regulations for federal and several different state tax jurisdictions. The Company is periodically reviewed by tax authorities regarding the amount of taxes due. These reviews include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. GAAP provides guidance on the accounting for and disclosure of uncertainty in tax positions and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more likely than not" of being sustained by the applicable taxing authority. The Company recognizes in its consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. In making these assessments, the Company determines the accounting recognition based on the technical merits of the position and consults with external tax experts as appropriate. The Company does not recognize income tax benefits for positions that it takes on its income tax returns that do not meet the more likely than not standard on its technical merits. The Company’s accounting policy is to classify interest and related charges as a component of income tax expense. Business Combinations Business combinations are accounted for at fair value. Acquisition costs incurred in connection with a business combination are expensed as incurred. Measurement period adjustments are made in the period in which the amounts are determined up to one year after the acquisition date and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration if applicable, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of definite-lived intangible assets, or the recognition of additional consideration which would be expensed.
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F-16 Earnings (loss) per share The Company calculates basic and diluted earnings (loss) per share by dividing net income (loss) by its shares outstanding as outlined below. Basic earnings (loss) per share attributable to the Company’s stockholders is calculated by dividing “Net income (loss) attributable to controlling interests” by the weighted-average number of shares outstanding. Options, warrants, unvested share-based payment awards and convertible notes are excluded from the basic earnings (loss) per share calculation. Contingently issuable shares are included in the basic earnings (loss) per share only if all necessary conditions for issuance of such shares have been satisfied by the end of the period. Diluted earnings (loss) per share is similar to basic earnings (loss) per share, adjusted for the effect of potential shares of common stock unless they are antidilutive. For periods with a net loss, potential shares of common stock are considered antidilutive. The Company considers two ways to measure dilution to earnings (loss) per share: (a) calculate the net number of shares that would be issued assuming any related proceeds are used to buy back outstanding shares (the treasury stock method), or (b) assume the gross number of shares are issued and calculate any related effects on net income (loss) available for stockholders (the if-converted or two-class method). As appropriate, the Company’s policy is to apply the more dilutive methodology upon issuance of such instruments. Segment Reporting The Company currently operates as two reportable segments, Alternative Credit and Real Estate. See Note 8 - Segment Reporting for further information regarding the Company's reportable segments. Concentration of Risk The Company’s revenues are primarily attributable to the management of GECC and Monomoy UpREIT, LLC (Monomoy UpREIT) investment vehicles. See Note 5 - Related Party Transactions. Recently Adopted Accounting Standards Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, and early adoption and retrospective application are permitted. The Company adopted the updated guidance for the annual reporting period beginning July 1, 2025, which did not result in a material impact to our consolidated financial statements and related disclosures. 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 consolidated financial statements. Debt. In November 2024, the FASB issued ASU 2024-04, 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 is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.
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F-17 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 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 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 consolidated financial statements and related disclosures. 3. Acquisition On February 4, 2025, the Company acquired certain assets of Greenfield CRE (Greenfield), a construction management company and previous partner of MCRE (the Greenfield Acquisition). In connection with the acquisition, the Company formed MCS, a wholly owned subsidiary of GEG, and combined Greenfield's assets with the assets of MCM to launch an integrated, full-service construction business. MCS will be dedicated to serving the Company's various real estate businesses, as well as expanding its existing third-party consulting business. The acquisition was considered a business combination under ASC 805, Business Combinations, and accounted for using the acquisition method of accounting. The financial results of MCS are included in the Company's consolidated results for the period beginning on February 4, 2025. The aggregate cash purchase price was approximately $2.5 million, inclusive of certain purchase price adjustments. The Company has made a preliminary estimate of the allocation of the purchase price of Greenfield to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair value as follows: (in thousands) June 30, 2026 Goodwill $ 440 Intangible assets: Customer related 1,610 Licenses 450 $ 2,500 The excess of the purchase price over the estimated fair values of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce and expected synergies from combining operations and is expected to be tax deductible. The intangible assets acquired include customer-related intangibles and general contractor licenses, each with a weighted average estimated useful life of 15 years. The customer-related intangible was valued using a multi-period excess earnings method, an income approach, which values the intangible asset by discounting the direct cash flow expected to be generated by the customers, net of returns on contributory assets such as working capital, fixed assets, assembled workforce, etc. The licenses intangible asset was valued using a cost approach that reflects both the direct costs required to obtain the licenses and the lost profits the business would incur during the time it would take to acquire them if they were not already in place.
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F-18 4. Revenue The Company's revenues are summarized in the following table: For the twelve months ended June 30, (in thousands) 2026 2025 Alternative Credit: Management fees $ 4,545 $ 4,993 Incentive fees - 4,069 Administration and service fees 1,525 1,261 Total Alternative Credit revenues $ 6,070 $ 10,323 Real Estate: Management fees $ 2,608 $ 2,045 Property management fees 1,318 1,245 Administration and service fees 665 253 Real estate property sales 14,743 1,192 Project management fees 2,191 941 Real estate rental income 181 317 Total Real Estate revenues $ 21,706 $ 5,993 Total revenues $ 27,776 $ 16,316 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 investment management agreement. Management Fees The Company earns management fees based on the investment management agreements between MCRE and Monomoy UpREIT as well as between GECM and 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 1.0% to 1.5% of the management fee assets specified within each agreement and are calculated and billed in arrears of the period, either monthly or quarterly. The assets under management from which the fees are calculated are variable in nature and subject to factors outside of the Company's control, such as additional investments, withdrawals and market performance. Because of this, these fees are considered constrained until the end of the contractual measurement period (monthly or quarterly), which is when management fee asset values are generally determinable. 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 MP II, a feeder fund 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 20% of the performance-based metric specified within each agreement. Incentive fees are recognized when it is determined that they are no longer probable of significant reversal. Effective February 2026, GECM has waived all accrued and unpaid incentive fees for GECC through March 31, 2026. Additionally, effective April 2026, GECM has waived all accrued and unpaid incentive fees for GECC through June 30, 2026.
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F-19 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 services fees and related costs incurred in performing these functions on a gross basis. The Company also earns services 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 4.0% of rent collected. These fees are collected monthly in arrears. Property management fee revenue is recognized over time as the services are provided. 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 10 - Real Estate for additional information regarding real estate under development. Project Management Fees MCM, a wholly owned subsidiary of MCRE, has entered into an owner’s representative agreement with respect to certain third party construction projects and earns project management fees for its services. MCS, a wholly-owned subsidiary of GEG, 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 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. 5. 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.
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F-20 The following tables summarize activity and outstanding balances between the managed investment products and the Company: For the twelve months ended June 30, (in thousands) 2026 2025 Net realized and unrealized (loss) gain on investments $ (18,596) $ 4,692 Net realized and unrealized (loss) gain on investments of Consolidated Funds (2,659) 3,322 Dividend income 3,096 3,448 Interest income 53 252 See Note 4 - Revenue for additional discussion of fees earned from managed investment products. (in thousands) June 30, 2026 June 30, 2025 Dividends receivable $ 313 $ 310 Investment management revenues receivable 1,451 4,193 Administration and service fee receivable 423 300 Receivable for reimbursable expenses paid 187 1,642 Receivable for real estate property development 1,580 1,886 Receivables from managed funds $ 3,954 $ 8,331 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 4 - Revenue for additional discussions of the fee arrangements. Investments As of June 30, 2026, the Company owns 1,356,125 shares of GECC (approximately 9.8% of the outstanding shares). Certain officers and directors of GECC are also officers and directors of GEG. Jason W. Reese is our Chief Executive Officer and Chairman of our Board of Directors and also the Chief Executive Officer and Executive Chairman of GECC's Board of Directors, Adam M. Kleinman is our President, as well as the Chief Compliance Officer of GECC and Keri A. Davis is our Chief Financial Officer, as well as the Chief Financial Officer of GECC. 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 6 - Fair Value Measurements. In February 2024, the Company invested $6.0 million for a 25% interest in Great Elm Strategic Partnership I, LLC (GESP). The Company's investment in GESP is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets. GESP owns 1,378,260 shares of GECC as of June 30, 2026. In June 2024, the Company invested $3.0 million for a 25% interest in Prosper Peak Holdings, LLC (PPH). The Company's investment in PPH is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets. PPH owns 972,506 shares of GECC as of June 30, 2026. In December 2024, the Company invested $3.3 million for a 25% interest in Summit Grove Partners, LLC (SGP). The Company's investment in SGP is accounted for using the fair value option and it is included in Investments, at fair value on the consolidated balance sheets. SGP owns 1,049,527 shares of GECC as of June 30, 2026. The investments in GESP, PPH and SGP are classified as Level 3 assets, as discussed in Note 6 - Fair Value Measurements.
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F-21 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 consolidated statements of operations. For the years ended June 30, 2026 and 2025 such costs were $0.7 million and $0.5 million, respectively. As of June 30, 2026 and 2025 costs of $0.2 million and $0.2 million, respectively, related to the shared service agreement are included in current portion of related party payables. Other costs include operational or administrative services performed on behalf of the funds managed by GECM and are included in receivables from managed funds in the consolidated balance sheets. As of June 30, 2026 and 2025, costs of $11 thousand and $15 thousand, respectively, related to the shared services agreements were included in receivables from managed funds, respectively. 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 the 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 year ended June 30, 2026, GECM contributed approximately $0.1 million to these sales. During the year ended June 30, 2025, GECM contributed approximately $22 thousand to these sales. See Note 14 - Convertible Notes for details on the Convertible Notes issued to related parties. In January 2025, the Company issued a promissory note to Monomoy REIT for up to $10.0 million (the Monomoy Note) of which $8.0 million was drawn as of June 30, 2025. The note was fully paid down in July 2025. The Monomoy Note accrued interest at 8.0% per annum payable semi-annually in arrears. For the year ended June 30, 2026, $0.1 million of interest income was recognized related to the Monomoy Note. For the year ended June 30, 2025, $0.3 million of interest income was recognized related to the Monomoy Note. The note was fully paid down in July 2025. 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 $1.0 million and $0.6 million for the years ended June 30, 2026 and 2025, respectively. These payments were made subsequent to the Greenfield Acquisition on February 5, 2025. 6. Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
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F-22 GAAP provides a framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ▪ Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ▪ Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ▪ Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. 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 Fund (as defined below) vary depending on the nature of the investment. The financial assets and liabilities of the Consolidated Funds are presented in Note 7 - 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. Equity investments that do not have readily-available market prices utilize valuation models or recent transactions to determine fair value and are classified as Level 3. As of June 30, 2026, the Company had equity investments in three special purpose vehicles that were valued using a discounted cash flows model with discount rates ranging from 10.0% - 11.4% (weighted average 11.2%) and an equity investment in one private company that was valued using a recent transaction. As of June 30, 2025, the Company had equity investments in three special purpose vehicles that were valued using a discounted cash flows model with discount rates ranging from 9.8% - 11.3% (weighted average 10.4%). 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 7 - 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. As of June 30, 2026 and June 30, 2025, 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. During the three months ended December 31, 2024, $4.0 million of our investment in Monomoy UpREIT was transferred to Monomoy REIT via an in-kind contribution which represents a non-cash transaction. The private funds generally allow redemptions annually with 60-90 days’ notice. There is no set duration for the private funds.
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F-23 Contingent consideration In conjunction with the acquisition of the Monomoy UpREIT investment and property management agreements in May 2022, the Company entered into a contingent consideration agreement that required the Company to pay up to $2.0 million to ICAM if certain fee revenue thresholds were achieved during fiscal years ending June 30, 2023 and 2024. As of June 30, 2023, the Company determined that the fee revenue threshold for the year ending June 30, 2023 was achieved and the amount payable to ICAM was approximately $1.0 million, which was paid in July 2023. As of June 30, 2024, it was determined that the full target revenue threshold for the year ended June 30, 2024 was not met in full and the contingent consideration was updated to $0.4 million, which was paid in July 2024. See Note 13 - Long-Term Debt for additional discussion related to the fair value of our notes payable and other long-term debt. The carrying value of all other financial assets and liabilities approximate their fair values. Investments at Fair Value, held by the Company As of June 30, 2026 and 2025 the Company's cost of investments was $53.6 million and $54.2 million. The assets and liabilities measured at fair value on a recurring basis which are held by the Company are summarized in the tables below: Fair Value as of June 30, 2026 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investments $ 7,395 $ - $ 1,797 $ 9,192 Total assets within the fair value hierarchy $ 7,395 $ - $ 1,797 $ 9,192 Investments valued at net asset value $ 23,420 Total assets $ 32,612 Fair Value as of June 30, 2025 (in thousands) Level 1 Level 2 Level 3 Total Assets: Equity investments $ 15,427 $ - $ 13,374 $ 28,801 Total assets within the fair value hierarchy $ 15,427 $ - $ 13,374 $ 28,801 Investments valued at net asset value $ 31,813 Total assets $ 60,614 There were no transfers between levels of the fair value hierarchy during the years ended June 30, 2026 and 2025. The following is a reconciliation of changes in Level 3 assets: For the twelve months ended June 30, (in thousands) 2026 2025 Beginning balance $ 13,374 $ 5,265 Purchases 1,000 3,300 Payments - 146 Change in fair value (12,577) 4,663 Ending balance $ 1,797 $ 13,374 Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date $ (12,577) $ 4,663
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F-24 The following is a reconciliation of changes in Level 3 liabilities: For the twelve months ended June 30, (in thousands) 2026 2025 Beginning balance $ - $ 428 Payments - (422) Change in fair value - (6) Ending balance $ - $ - 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. 7. Variable Interest Entities Through its wholly-owned subsidiaries GECM, MCRE and GEO GP, 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 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 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 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 measured at fair value on a recurring basis are summarized in the tables below: Fair Value as of June 30, 2026 (in thousands) Level 1 Level 2 Level 3 Total Assets of Consolidated Funds: Equity investments $ - $ 54 $ 239 $ 293 Debt securities - - 3,517 3,517 Total assets within the fair value hierarchy $ - $ 54 $ 3,756 $ 3,810 Investments valued at net asset value $ 1,536 Total assets $ 5,346
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F-25 Fair Value as of June 30, 2025 (in thousands) Level 1 Level 2 Level 3 Total Assets of Consolidated Funds: Equity investments $ - $ - $ 231 $ 231 Debt securities - 3,891 5,208 9,099 Total assets within the fair value hierarchy $ - $ 3,891 $ 5,439 $ 9,330 Investments valued at net asset value $ 4,997 Total assets $ 14,327 The following is a reconciliation of changes in fair value of Level 3 assets of Consolidated Funds: For the twelve months ended June 30, (in thousands) 2026 2025 Beginning balance $ 5,439 $ 7,781 Transfers In 359 822 Transfers Out (54) (1,775) Purchases 1,444 1,788 Sales and Paydowns (3,350) (3,224) Net Accretion 32 40 Change in fair value (114) 7 Ending balance $ 3,756 $ 5,439 Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date $ (178) $ 68 (1) Transfers in and out include changes in the observability of inputs used in valuations and pricing transparency. The following table below presents the ranges of significant unobservable inputs used to value Level 3 assets as of June 30, 2026 and June 30, 2025. As of June 30, 2026 Investment Type Fair value Valuation Technique Unobservable Input Range (Weighted Average) Debt $ 3,517 Income Approach Discount Rate 10.13% - 30.84% (14.31%) Total Debt $ 3,517 Equity/Other 239 Market Approach Earnings Multiple 8.25 - 14.57 (8.89) Total Equity/Other $ 239 As of June 30, 2025 Investment Type Fair value Valuation Technique Unobservable Input Range (Weighted Average) Debt $ 5,064 Income Approach Discount Rate 9.44% - 25.71% (14.14%) 144 Recent Transaction Total Debt $ 5,208 Equity/Other 231 Recent Transaction Total Equity/Other $ 231 (1) (1)
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F-26 8. Segment Reporting During the first quarter of fiscal 2026, in conjunction with the equity transaction entered into with KLIM and the formation of REV (see Note 20 - Equity Transactions), the Company realigned the information that the 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 (see Note 1 - Organization), 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. As a result of the change noted above, effective for the quarter ended September 30, 2025, the Company began reporting the following business segments: • Alternative Credit - focused on income generation and capital preservation through investment in debt and income-generating securities, direct lending, CLOs, and specialty finance businesses including Factoring, Asset Based Lending and Healthcare • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector 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 Chief Executive Officer and Chairman of the Company’s Board of Directors, Jason W. Reese. The primary measure used by CODM in measuring performance and allocating resources to the segments is net income, as reported on our 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. The Company does not disclose total asset information for its reportable segments as the information is not reviewed by the CODM. The following table provides the operating financial results of our operating segments for the year ended June 30, 2026: For the twelve months ended June 30, 2026 (in thousands) Alternative Credit Real Estate Total Segments Corporate & Other Total Revenues $ 6,071 $ 21,705 $ 27,776 $ - $ 27,776 Cost of revenues - 13,248 13,248 - 13,248 Operating expenses: Compensation and benefits 5,316 11,109 16,425 3,157 19,582 Depreciation and amortization 177 1,039 1,216 83 1,299 Selling, general and administrative 1,542 2,513 4,055 3,602 7,657 Non-operating income/(expenses): Dividends and interest income - 53 53 4,724 4,777 Interest expense - - - (4,106) (4,106) Net realized and unrealized loss - - - (22,244) (22,244) Net realized and unrealized loss on investments of Consolidated Funds - - - (2,659) (2,659) Interest and other income of Consolidated Funds - - - 958 958 Loss before income taxes (964) (6,151) (7,115) (30,169) (37,284) Income tax (expense) benefit - (212) (212) 588 376 Net loss $ (964) $ (6,363) $ (7,327) $ (29,581) $ (36,908)
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F-27 For the twelve months ended June 30, 2025 (in thousands) Alternative Credit Real Estate Total Segments Corporate & Other Total Revenues $ 10,323 $ 5,993 $ 16,316 $ - $ 16,316 Cost of revenues - 1,082 1,082 - 1,082 Operating expenses: Compensation and benefits 6,383 5,959 12,342 3,136 15,478 Depreciation and amortization 273 976 1,249 - 1,249 Selling, general and administrative 1,317 1,744 3,061 3,449 6,510 Non-operating income/(expenses): - - - Dividends and interest income 1 - 1 6,056 6,057 Interest expense - - - (4,157) (4,157) Net realized and unrealized gain - - - 16,854 16,854 Net realized and unrealized gain on investments of Consolidated Funds - - - 3,322 3,322 Interest and other income of Consolidated Funds - - - 1,563 1,563 Income (loss) before income taxes 2,351 (3,768) (1,417) 17,053 15,636 Income tax expense - - - (86) (86) Net income (loss) $ 2,351 $ (3,768) $ (1,417) $ 16,967 $ 15,550 Selling, general and administrative includes expenses such as insurance, rent, professional fees and other expenses, along with expenses of the Consolidated Funds. 9. Identifiable Intangible Assets, Net The following table is a summary of the Company’s intangible assets as of June 30, 2026 and 2025: As of June 30, 2026 As of June 30, 2025 (in thousands) Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Investment management agreements $ 15,264 $ (6,645) $ 8,619 $ 15,264 $ (5,731) $ 9,533 Assembled workforce 1,103 (711) 392 1,103 (632) 471 Customer related 1,610 (150) 1,460 1,610 (43) 1,567 Licenses 450 (42) 408 450 (12) 438 Identifiable intangible assets, net $ 18,427 $ (7,548) $ 10,879 $ 18,427 $ (6,418) $ 12,009 During the years ended June 30, 2026 and 2025, the Company recorded amortization expense of $1.1 million and $1.1 million, respectively, within depreciation and amortization on the consolidated statements of operations. 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 For the year ending June 30, 2027 1,096 For the year ending June 30, 2028 1,068 For the year ending June 30, 2029 1,045 For the year ending June 30, 2030 1,027 For the year ending June 30, 2031 986 Thereafter 5,657 Total $ 10,879
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F-28 10. 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. On June 18, 2024, MBTS sold one of its developments for consideration totaling $7.8 million. At closing in 2024, real estate development was not complete for this project. There were two performance obligations identified for this transaction. The first performance obligation related to real estate development activities completed at the closing of the property sale where the transfer of title occurred for which the Company recognized $6.6 million of revenue in 2024. The second performance obligation related to the remaining construction activities to be completed over time after title transferred. At closing, MBTS funded two escrow accounts for construction completion. During the year-ended June 30, 2025, the performance obligation was satisfied, the related escrow accounts were released, and the remaining revenue associated with this sale of $1.2 million was recognized. 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 $7.0 million. In March 2026, another development was completed and the lease commenced. In June 2026, the Company completed the sale of this property for consideration totaling $7.3 million. This property sale was to Monomoy Properties REIT, LLC a related party. Upon completion of each of the developments, the Company began to depreciate the assets over the expected useful life of 39 years. During the years ended June 30, 2026 and 2025, the Company recognized depreciation expense totaling approximately $0.1 million and $0.1 million, respectively, in connection with the assets. There was $0.2 million of lease income relating to lease payments on the assets for the year ended June 30, 2026. There was $0.3 million of lease income relating to lease payments for the year ended June 30, 2025. During the years ended June 30, 2026 and 2025, the Company capitalized costs of $6.5 million and $3.4 million, respectively, within real estate assets, net on its consolidated balance sheet, representing the development and construction costs directly identifiable with the real estate projects. 11. Lessee Operating Leases The Company leases office spaces in Boston, Massachusetts and Charleston, South Carolina under operating leases. Through December 2024, the Company also leased office space in Waltham, Massachusetts. The following table summarizes operating and variable lease cost and cash paid for amounts included in the measurement of lease liabilities for the years ended June 30, 2026 and 2025: For the twelve months ended June 30, (in thousands) 2026 2025 Operating lease cost $ 484 $ 492 Variable lease cost 39 59 Cash paid for operating leases 474 493 The following table provides details on the leases presented in the consolidated balance sheets as of June 30, 2026 and 2025: June 30, 2026 June 30, 2025 Weighted-average remaining life 3.4 years 4.3 years Weighted-average discount rate 8.1% 8.1%
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F-29 The following table provides a maturity analysis of the Company's operating lease liabilities as of June 30, 2026: (in thousands) June 30, 2026 For the year ending June 30, 2027 421 For the year ending June 30, 2028 417 For the year ending June 30, 2029 426 Thereafter 143 Total lease payments $ 1,407 Imputed interest (147) Total lease liabilities $ 1,260 The Company’s office leases in Boston, Massachusetts, and Charleston, South Carolina, provide a five-year and a three-year optional extension periods, respectively. As the Company is not reasonably certain to exercise the options, the periods covered by the options are not included in the respective lease terms or the measurement of the respective lease liabilities. In March 2026, the Company signed a new office lease which commenced in August 2026. As none of the criteria for recognition have been met as of June 30, 2026, there is no corresponding lease liability or right-of-use asset associated with this lease included in the consolidated balance sheet. 12. Accrued Expenses and Other Current Liabilities As of June 30, 2026 and 2025, accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, 2026 June 30, 2025 Payroll and other employee-related costs $ 3,912 $ 4,616 Construction business expenses 619 2,591 Other 1,401 500 Accrued expenses and other current liabilities $ 5,932 $ 7,707 13. Long-Term Debt On June 9, 2022, we issued $26.9 million in aggregate principal amount of 7.25% notes due on June 30, 2027 (the GEGGL Notes), which included $1.9 million of GEGGL Notes issued in connection with the partial exercise of the underwriters’ over-allotment option. The GEGGL Notes are unsecured obligations and rank: (i) pari passu, or equal, with the Convertible Notes (as defined below) and any future outstanding unsecured unsubordinated indebtedness; (ii) senior to any of our indebtedness that expressly provides it is subordinated to the GEGGL Notes; (iii) effectively subordinated to any future secured indebtedness; and (iv) structurally subordinated to any future indebtedness and other obligations of any of our current and future subsidiaries. We pay interest on the GEGGL Notes on March 31, June 30, September 30 and December 31 of each year. The GEGGL Notes can be called on, or after, June 30, 2024. Holders of the GEGGL Notes do not have the option to have the notes repaid prior to the stated maturity date. The GEGGL Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Company’s long-term debt is summarized in the following table: (in thousands) June 30, 2026 June 30, 2025 GEGGL Notes $ 26,945 $ 26,945 Total principal $ 26,945 $ 26,945 Unamortized debt discounts and issuance costs (287) (572) Long-term debt 26,658 26,373 Deferred financing costs are amortized to interest expense on a straight-line basis over the five-year term of the loan. During the years ended June 30, 2026 and 2025, the Company incurred interest expense of $2.2 million and $2.2 million, respectively, attributed to its long- term debt. See Note 14 - Convertible Notes for interest expense on Convertible Notes.
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F-30 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 2:1. As of June 30, 2026, our net consolidated debt to equity ratio is 0.25:1.00. The fair value of the GEGGL Notes as of June 30, 2026 and June 30, 2025 was $26.7 million and $25.3 million. 14. Convertible Notes On February 26, 2020, the Company issued notes at par with an aggregate principal balance of $30 million due on February 26, 2030 that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, commencing June 30, 2020, in cash or in-kind at the option of the Company, with each $1,000 principal amount convertible into 288.0018 shares of the Company’s common stock, subject to the terms therein, prior to maturity at the option of the holder (the Convertible Notes). In addition, on March 10, 2021, the Company issued additional Convertible Notes in an aggregate principal amount of $2.3 million. In June 2024, the Company repurchased $4.2 million of principal for $2.1 million resulting in a realized gain of $2.3 million. In June 2025, the Company repurchased $2.2 million of principal for $1.8 million resulting in a realized gain of $0.5 million. As of June 30, 2026, the total principal balance of Convertible Notes outstanding was $36.8 million, including cumulative interest paid in- kind. The Convertible Notes are held by a consortium of investors, including $17.9 million issued to certain related parties. As of June 30, 2026, such Convertible Notes issued to related parties include: ▪ $8.2 million issued to entities associated with Matthew A. Drapkin, including funds managed by Northern Right Capital Management, L.P. (Northern Right), a significant shareholder, which are currently convertible into approximately 2,364,027 shares of the Company's common stock. Mr. Drapkin, a member of the Company’s Board of Directors, is the Chief Executive Officer of Northern Right. Mr. Drapkin and certain funds managed by Northern Right have agreed not to convert its notes into shares of the Company's common stock prior to July 15, 2027. ▪ $8.8 million issued to entities associated with Jason W. Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, including funds managed by ICAM, a significant shareholder, which are currently convertible into approximately 2,521,618 shares of the Company’s common stock. ICAM has agreed to not convert its Convertible Notes into shares of the Company’s common stock prior to November 2026. ▪ $0.9 million issued to entities associated with Eric J. Scheyer, a member of the Company’s Board of Directors. In addition, a third party noteholder, PC Elfun, LLC (PC Elfun), was issued $12.0 million of Convertible Notes which are currently convertible into approximately 2,948,046 shares of the Company’s common stock. PC Elfun has agreed not to convert its notes into shares of the Company's common stock indefinitely. 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 $1.2 million in issuance costs on the original issuance that are amortized over the 10-year term. Convertible Notes recorded on the Company's consolidated balance sheets as of June 30, 2026 and 2025 are summarized in the following table: (in thousands) June 30, 2026 June 30, 2025 Convertible Notes principal $ 36,838 $ 35,063 Unamortized debt issuance costs (364) (461) Convertible Notes 36,474 34,602
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F-31 The Company incurred interest expense of $1.9 million and $1.9 million related to the Convertible Notes for the years ended June 30, 2026 and 2025, respectively, inclusive of non-cash interest related to amortization of debt issuance costs. Interest was paid in-kind by issuing $1.8 million and $1.8 million of additional Convertible Notes to holders for the years ended June 30, 2026 and 2025, respectively. 15. Earnings per Share The following table presents the calculation of basic and diluted net income (loss) per share: For the twelve months ended June 30, (in thousands except per share amounts) 2026 2025 Numerator: Net (loss) income attributable to Great Elm Group, Inc. stockholders $ (35,444) $ 12,891 Effect of dilutive securities: Interest expense associated with Convertible Notes - 1,926 Numerator for diluted EPS - Net (loss) income attributable to Great Elm Group, Inc. stockholders after the effect of dilutive securities $ (35,444) $ 14,817 Denominator: Denominator for basic EPS - Weighted average shares of common stock outstanding 30,289 27,642 Effect of dilutive securities: Restricted stock - 1,077 Convertible Notes - 10,098 Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities 30,289 38,817 Net (loss) income attributable to stockholders per share Basic $ (1.17) $ 0.47 Diluted (1.17) 0.38 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 twelve months ended June 30, (in thousands) 2026 2025 Restricted stock 256 - Convertible Notes 10,352 - Total Anti-Dilutive Securities 10,608 - 16. Non-Controlling Interests Non-Controlling Interests Holders of non-controlling interests in a subsidiary of the Company hold certain rights, which result in the classification of the securities as either liability, temporary equity, or permanent equity. The following table summarizes the non-controlling interest balances on the consolidated balance sheets: (in thousands) June 30, 2026 June 30, 2025 Consolidated Funds Permanent equity - 10,348 Total non-controlling interests $ - $ 10,348
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F-32 The following table summarizes the net income (loss) attributable to the non-controlling interests on the consolidated statements of operations: For the twelve months ended June 30, (in thousands) 2026 2025 Consolidated Funds Permanent equity (1,464) 2,659 Net loss attributable to non-controlling interest $ (1,464) $ 2,659 Consolidated Fund – Non-controlling interest classified as permanent equity As of June 30, 2026, the Company held 100% of capital in the Consolidated Fund. As of June 30, 2025, the Company held approximately 42% of the capital in the Consolidated Fund and the remaining capital was recorded as a non-controlling interest that included affiliated individuals and entities. 17. Share-Based and Other Non-Cash Compensation Tax Benefits Preservation Agreement On December 29, 2020, the Board of Directors of the Company adopted a Tax Benefits Preservation Agreement, between the Company and Computershare Trust Company, N.A., as Rights Agent (the Rights Plan). The Rights Plan is designed to reduce the possibility that certain changes in ownership could result in limitations on the use of the tax attributes, by restricting the ability of a person or entity from acquiring ownership (including through attribution under the tax law) of 4.99% or more of the Company’s common stock and the ability of persons or entities now owning 5% or more of the outstanding common shares from acquiring additional common shares. Pursuant to the terms of the Rights Plan, the Company’s Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a Tax Right) for each outstanding share of common stock, par value $0.001 per share of the Company (the Common Stock), to stockholders of record as of the close of business on January 29, 2018 (the Record Date). In addition, one Tax Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined in the Rights Plan). Each Tax Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a Unit) of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share, of the Company at a cash exercise price of $15.00 per Unit (the Exercise Price), subject to adjustment, under the conditions specified in the Rights Plan. The Tax Rights are not exercisable until the Distribution Date and will expire at the earlier of (a) January 29, 2028; (b) the time when the Tax Rights are redeemed as provided therein; (c) the time when the Rights are exchanged as provided therein; (d) the repeal of Section 382 of the Code if the Independent Directors (as defined in the Rights Plan) determine that the Rights Plan is no longer necessary for the preservation of Tax Benefits (as defined in the Rights Planet); (e) the beginning of the taxable year of the Company to which the Company’s Board of Directors determines that no Tax Benefits may be carried forward, unless previously redeemed or exchanged by the Company. Stock Plans In June 2016, the Company’s stockholders approved the Great Elm Group, Inc. 2016 Long-Term Incentive Plan (the 2016 Long-Term Incentive Plan), as subsequently amended, and the Great Elm Group, Inc. 2016 Employee Stock Purchase Plan (the 2016 Employee Stock Purchase Plan). In November 2022, the Company’s stockholders approved an increase to the number of shares available for issuance under the 2016 Long-Term Incentive Plan by 2,900,000 shares. The 2016 and 2025 Long-Term Incentive Plan's are administered by the Compensation Committee of the Board of Directors (the Compensation Committee) and provide for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, cash-based awards and other stock-based awards. As of June 30, 2026, the Company had a total of 3,994,332 shares outstanding under the 2016 and 2025 Long-Term Incentive Plan's and no shares were outstanding under the 2016 Employee Stock Purchase Plan.
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F-33 The following table summarizes the number of common shares available for future issuance under the plans discussed above as of June 30, 2026: Shares of Common Stock Available for Future Issuance Shares 2016 Long-Term Incentive Plan 978,952 2016 Employee Stock Purchase Plan 944,000 2025 Long-Term Incentive Plan 4,617,203 Total 6,540,155 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 year ended June 30, 2026: Restricted Stock Awards and Restricted Stock Units Shares (in thousands) Weighted Average Grant Date Fair Value Outstanding at June 30, 2025 1,077 $ 1.93 Granted 1,173 2.59 Vested (876) 2.17 Forfeited (13) 2.34 Outstanding at June 30, 2026 1,361 $ 2.34 Restricted stock awards and restricted stock units have vesting terms between 1-4 years and are subject to service requirements. During the year ended June 30, 2026, the Company granted 1,172,954 restricted stock awards and did not grant any restricted stock units. The aggregate grant date fair value of restricted stock awards and restricted stock units granted during the years ended June 30, 2026 and 2025 was $3.0 million and $1.8 million, respectively. For the years ended June 30, 2026 and 2025, the total intrinsic value of restricted stock vested was $2.1 million and $2.1 million, respectively. Stock Options The following table presents activity related to the Company’s stock options for the year ended June 30, 2026: Stock Options Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2025 3,006 $ 2.57 6.00 $ - Forfeited, cancelled or expired (176) 3.60 - - Outstanding at June 30, 2026 2,830 $ 2.50 5.23 $ - Exercisable at June 30, 2026 830 $ 3.60 1.29 $ - There were no options granted during the years ended June 30, 2026 and 2025. Stock-Based Compensation Expense Stock-based compensation expense related to all restricted stock awards, restricted stock units, and stock options totaled $2.3 million and $2.0 million for the years ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and 2025, the Company had unrecognized compensation cost related to all unvested restricted stock awards, restricted stock units, and stock options totaling $2.4 million and $1.7 million, respectively, expected to be recognized as the awards and options vest over the next 1.7 years.
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F-34 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 3 years from the original grant date of such compensation, termination of service, or death, and is payable in common stock shares. As of June 30, 2026, there were no restricted stock awards and restricted stock units that were deferred under this plan (and thus included in the number of restricted stock awards and restricted stock units outstanding as of that date). Other Non-Cash Compensation During the years ended June 30, 2026 and June 30, 2025, the Company issued compensation to certain employees in the form of GECC common shares to be settled with GECC shares currently held by the Company. The total value of GECC shares awarded for the year ended June 30, 2026 was $1.0 million, of which $0.2 million vested immediately, and the balance will vest annually pro-rata over a three year period. Related compensation expense was $0.6 million for the year ended June 30, 2026. The total value of GECC shares awarded for the year ended June 30, 2025 was $1.3 million, of which $0.3 million vested immediately, and the balance will vest annually pro-rata over a three year period. Related compensation expense was $1.2 million for the year ended June 30, 2025. During the years ended June 30, 2026 and June 30, 2025, 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. The total value of the MP II restricted membership interests awarded for the year ended June 30, 2026 was $0.5 million, which vest on the third anniversary of the grant date. Related compensation expense was $0.6 million for the year ended June 30, 2026. The total value of the MP II restricted membership interests awarded for the year ended June 30, 2025 was $0.4 million, which vest on the third anniversary of the grant date. Related compensation expense was $0.3 million for the year ended June 30, 2025. 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 $0.5 million, which will vest on the fifth anniversary of the grant date. Related compensation expense was $0.2 million for the year ended June 30, 2026. Related compensation expense was $0.1 million for the year ended June 30, 2025. 18. Income Taxes The Company had income (loss) before income taxes of $(37.3) million and $15.6 million, respectively, for the years ended June 30, 2026 and 2025. There was no foreign activity during these years. The provision for income taxes includes the following: For the years ended June 30, (in thousands) 2026 2025 Current $ (312) $ (130) Deferred (64) 216 Income tax (benefit) expense $ (376) $ 86 The Company recognized an income tax benefit of $0.4 million for the year ended June 30, 2026 and an income tax expense of $0.1 million for the year ended June 30, 2025. The benefit for the year ended June 30, 2026 consists primarily of the release of uncertain tax positions related to a lapse of the statute of limitations and the reduction of the naked credit deferred tax liability. The expense for the year ended June 30, 2025 consists of the recognition of income tax expense related to the deferred tax liability with an indefinite reversal period. This is offset by the income tax benefit recognized from the reversal of the prior year's income tax expense, resulting from provision-to-return adjustments.
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The following table reconciles the expected corporate federal income tax benefit, computed by multiplying the Company's income (loss) before income taxes by the statutory tax rate of 21%, to the total tax expense, after the adoption of ASU 2-23-09. For the year ended June 30, (in thousands) 2026 US federal statutory income tax benefit $ (7,830) 21.0% Nontaxable or nondeductible items Compensation 150 -0.4% Other 13 0.0% Cross-border tax effects 56 -0.1% Other reconciling items Investment in partnerships (107) 0.3% Passthrough investment in REV 1,348 -3.6% Other (103) 0.3% Change in valuation allowance 6,461 -17.3% State taxes net of federal impact 28 -0.1% Changes in uncertain tax benefits (392) 1.1% Income tax benefit $ (376) 1.2% The following table reconciles the expected corporate federal income tax expense, computed by multiplying the Company's income (loss) before income taxes by the statutory tax rate of 21%, to the total tax expense, prior to the adoption of ASU 2023-09. For the year ended June 30, (in thousands) 2025 Federal tax expense (benefit) at statutory rate $ 2,777 Change in valuation allowance (3,848) State taxes net of federal impact 552 Provision to return and other deferred tax (145) Net operating loss and credit expirations 713 Other 37 Income tax expense $ 86 The tax effect of temporary differences that give rise to significant portions of the Company's deferred tax assets and liabilities are as follows: As of June 30, (in thousands) 2026 2025 Deferred Tax Assets: Net operating loss carryforwards $ 3,679 $ 2,099 Accruals and allowances not deductible for tax purposes 19 230 Identifiable intangible assets 312 445 Stock based and accrued compensation 1,054 1,665 Unrealized loss on investments 5,646 - Investment in partnerships 2,887 3,076 Interest expense carryforward 1,106 873 Other 347 450 Total deferred tax assets, gross $ 15,050 $ 8,838 Less: valuation allowance $ (14,821) $ (6,278) Total deferred tax assets, net $ 229 $ 2,560 Deferred Tax Liabilities: Unrealized gain on investment - (2,250) Other (380) (526) Total deferred tax liabilities, gross $ (380) $ (2,776) Total deferred tax liabilities, net $ (151) $ (216)
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F-35
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F-36 In light of the history of cumulative operating losses, the Company recorded a valuation allowance for all of its federal and state deferred tax assets, as it is presently unable to conclude that it is more likely than not that the federal and state deferred tax assets in excess of deferred tax liabilities will be realized. For the year ended June 30, 2026 the Company reflects a deferred tax liability in the amount of $0.2 million due to the future tax liability from an asset with an indefinite life. The future tax liability from this indefinite lived asset can be offset by up to 30% of business interest carryforward and 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets. The increase of $8.5 million in the overall valuation allowance relates primarily to the unrealized loss recognized on the Company's investments recorded to fair value and the expiration of federal tax attributes. The state deferred amounts reflected in the above table were calculated using the enacted tax rates. As of June 30, 2026, the Company had net operating loss (NOL) carryforwards for federal income tax purposes of approximately $13.4 million, of which approximately $1.5 million will expire in fiscal years 2027 through 2038 and $11.9 million can be carried forward indefinitely. As of June 30, 2026, the Company also had $14.0 million of state NOL carryforwards, principally in Massachusetts, that will expire from 2037 to 2046. The utilization of a corporation's NOL carryforwards could be limited following a change in ownership (as defined by Internal Revenue Code section 382) of greater than 50% within a rolling three-year period. If it is determined that prior equity transactions limit the Company's NOL carryforwards, the annual limitation will be determined by multiplying the market value of the Company on the date of the ownership change by the federal long-term tax-exempt rate. Any amount exceeding the annual limitation may be carried forward to future years for the balance of the NOL carryforward period. The Company has not, as of yet, conducted a study to determine if any such changes have occurred that could limit its ability to utilize the net operating loss carryforward. Given the full valuation allowance, any ownership change and potential Section 382 limitation would not have a material impact on the financial statements. During the years ended June 30, 2026 and 2025, the total amount of gross unrecognized tax benefit activity was as follows: (in thousands) Balance as of June 30, 2024 $ 508 Lapse of statute of limitations (176) Balance as of June 30, 2025 $ 332 Lapse of statute of limitations (332) Balance as of June 30, 2026 $ - The Company’s policy is to include interest and penalties related to unrecognized tax benefits in tax expense on the Company’s consolidated statements of operations. As of June 30, 2026, the Company had no unrecognized tax benefits. As of June 30, 2025, the Company had approximately $0.3 million of unrecognized tax benefits, including interest and penalties, recognized on our balance sheet. These liabilities are primarily recorded as non-current as of the balance sheet date. As of June 30, 2026, there was no accrual for interest and penalties associated with tax liabilities. As of June 30, 2025, the accrual for interest and penalties associated with tax liabilities was $0.2 million. These unrecognized tax benefits, if recognized, would decrease the effective tax rate in the year of resolution. The Company files income tax returns in accordance with the tax laws of the jurisdictions in which it operates. Federal and state income tax returns are generally subject to examination for tax years ended June 30, 2022 through the present. To the extent the Company has tax attribute carryforwards, the tax years in which those attributes were generated may remain subject to adjustment upon examination by the Internal Revenue Service (IRS), with the exception of fiscal years 2009 and 2010, for which IRS examinations have been completed, or by state tax authorities, to the extent such attributes are utilized in a future period. The Company is not currently under examination by any tax authorities.
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F-37 The Company has performed an evaluation of the impact of the OBBBA on the Company's effective tax rate and deferred tax assets in year ended June 30, 2026 and future periods. Based on this evaluation, the tax reform provisions do not have a material impact on the Company's consolidated financial statements and related disclosures for the year ended June 30, 2026. We will continue to assess the implications of the OBBBA, and our tax provision may be further impacted as additional guidance from the U.S department of the Treasury is released. 19. 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. 20. Equity Transactions On July 31, 2025, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with certain funds affiliated with KLIM, a Delaware limited liability company (such funds, the Purchasers), pursuant to which the Purchasers purchased, and the Company issued, 1,353,885 shares (the Shares) of the Company’s common stock (the Common Stock), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Stock Purchase Agreement of $2.1144 per share, or an aggregate purchase price of $2.9 million. The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933. 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 12.5% per annum and priority in distributions relating to the proceeds of certain specified transactions, subject to the right of the certain funds affiliated with KLIM set forth therein (the Investors) to purchase a pro rata participation interest in such preferred equity in an amount equal to the Profits Interest Percentage. Pursuant to an Amended Profits Interest Agreement (the Amended Profits Interest Agreement), dated May 12, 2026, by and among the Company, REV and the Investors, each Investor will be entitled to receive, concurrently with any distribution of income made by REV to the holders of its common equity interests, its pro rata portion of an amount equal to 15% of the aggregate amount of such distribution (the Profit Interest Percentage), which percentage will increase by 2.0% upon the funding of $50.0 million of borrowings drawn under the Loan Agreement, dated July 31, 2025, between Monomoy Properties REIT, LLC, as borrower, entities managed by KLIM, as lenders, and Alter Domus (US) LLC, as agent for the lenders, up to a maximum of 17%. Each Investor will have certain tag-along rights in the event that the Company or its affiliates decides to transfer its common or preferred equity in REV above a certain threshold. These profits interest are classified as non-redeemable non-controlling interests as a component of permanent equity as they are not subject to holder put rights. 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 the Woodstead purchased, and the Company issued, 4,000,000 shares of the Company’s common stock, par value $0.001 per share, at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Securities Purchase Agreement of $2.25 per share, for an aggregate purchase price of $9 million. The shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.
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F-38 Warrants Pursuant to the Securities Purchase Agreement, the Company also issued to Woodstead (i) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $3.50 per share with a ten-year term (the Series A Warrant) and (ii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $5.00 per share with a ten-year term (the Series B Warrant, together with Series A Warrant, the Warrants). The Warrants were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933. The Series A Warrants are exercisable at any time on or after the one-year anniversary of the original issuance date and the Series B Warrants are exercisable at any time on or after the three-year anniversary of the original issuance date. Each of the Series A Warrants and Series B Warrants have a ten-year term from the original issuance date. 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 $0.7 million and are recorded in additional paid-in capital. 21. Subsequent Events In July 2026, MBTS closed on a $3.0 million purchase of a property for a build-to-suit location.
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Exhibit 10.7 AMENDMENT TO GREAT ELM GROUP, INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE COMPENSATION PLAN (AS AMENDED, EFFECTIVE NOVEMBER 21, 2022) This amendment to the Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (the “Plan”), is effective as of October 9, 2024. 1. Section 4.3(a) of the Plan is hereby amended by removing the second sentence thereof and replacing it with the following sentence: In connection with a Participant’s commencement of service (in their capacity as an Employee and/or as a Consultant) for the Company, any Affiliate or Subsidiary, as applicable, a Participant may be granted Options and SARs for up to an additional 3 million Shares which shall not count against the limit set forth in the previous sentence or, for purpose of clarity, the limits set forth in Section 4.3(b). For reference: Section 4.3, as amended hereby, will read in its entirety as follows (additions noted): 4.3 Individual Limitations on Awards. (a) Individual Limit for Options and SARs. The maximum number of Shares with respect to which Options and SARs may be granted to any Participant in any Fiscal Year shall be 1 million. In connection with a Participant’s commencement of service (in their capacity as an Employee and/or as a Consultant) for the Company, any Affiliate or Subsidiary, as applicable, a Participant may be granted Options and SARs for up to an additional 3 million Shares which shall not count against the limit set forth in the previous sentence or, for purpose of clarity, the limits set forth in Section 4.3(b). The foregoing limitation(s) shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 4.2. (b) Individual Limit for Awards to Non-Employee Directors. The maximum grant date fair value, determined in accordance with the Company’s standard accounting principles, of Awards that may be granted to any Non-Employee Director for service in any Fiscal Year together with any cash compensation payable to such Non-Employee Director for such Fiscal Year shall be $500,000 (or, for a Non-Employee Director serving as Chair and/or Vice Chair, $750,000).
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Exhibit 10.19 Execution Version STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Kennedy Lewis Capital Partners Master Fund III LP, a Cayman Islands limited partnership (“Fund III”), Kennedy Lewis (EU) SPV LP, a Cayman Islands limited partnership (“KLIM EU SPV”), KLIM Delta Hqc3 LP, a Cayman Islands limited partnership (“KLIM Delta Hqc3”), and Kennedy Lewis Capital Partners Master Fund IV-B LP, a Cayman Islands limited partnership (“Fund IV-B,” and, together with Fund III, KLIM EU SPV, and KLIM Delta Hqc3, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS: A. The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act; B. Each Purchaser wishes to purchase from the Company, and the Company wishes to sell to each Purchaser, upon the terms and conditions stated in this Agreement, its respective allocation (as set forth on Schedule I) of 1,353,885 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”); C. The Company intends to use the net proceeds from the transaction contemplated herein for general corporate purposes and to pay related transaction fees and expenses; and NOW THEREFORE, the Company and each Purchaser hereby agree as follows: 2. PURCHASE AND SALE OF THE SHARES. a. Purchase of the Shares. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Company will issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company its respective allocation of the Shares (as set forth on Schedule I), at an aggregate purchase price equal to $2,862,654.44 (the “Aggregate Purchase Price”), or $2.1144 per Share, with each Purchaser being obligated to pay the portion of the Aggregate Purchase Price and receive the portion of the Shares set forth opposite its name on Schedule I. b. Form of Payment. Simultaneously with the parties’ execution of this Agreement, (i) each Purchaser shall pay, or cause to be paid, its respective portion of the Aggregate Purchase Price to the Company for the Shares to be issued and sold to each Purchaser, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company will instruct (the “Transfer Instructions”) Computershare Trust, N.A. (the “Transfer Agent”) to issue to each Purchaser or its designee, in book entry form, its respective allocation of the Shares (as set forth on Schedule I). The closing of the purchase and sale of the Shares shall take place simultaneously with the execution of this Agreement (the
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“Closing”) at the offices of Davis Polk & Wardwell LLP, or at such other place as the Company and the Purchasers may mutually agree. 3. PURCHASERS’ REPRESENTATIONS AND WARRANTIES. Each Purchaser represents and warrants, as of the date of this Agreement, to the Company that: a. Investment Purpose. Each Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and each Purchaser is acquiring the Shares hereunder for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, each Purchaser does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Each Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Each Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof or any other legal entity. b. Accredited Investor Status. At the time each Purchaser was offered the Shares, it was and, as of the date hereof, each Purchaser is, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. c. Reliance on Exemptions. Each Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and each Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of each Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of each Purchaser to acquire the Shares. d. Information. Each Purchaser acknowledges that it has had the opportunity to review the SEC Documents (as defined below) and each Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares sufficient in its view to enable it to evaluate its investment. Each Purchaser and its advisors, if any, have been afforded the opportunity to ask questions as it has deemed necessary of, and to receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares. Neither such inquiries nor any other due diligence investigations conducted by each Purchaser or its advisors, if any, or its representatives shall modify, amend or affect each Purchaser’s right to rely on the Company’s representations and warranties contained in Section 3 below. Each Purchaser has not relied on any representations or
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warranties from the Company, its employees, agents, or attorneys in making this investment decision other than as set forth in Section 3 below. e. General Solicitation. Each Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. f. Experience of each Purchaser. Each Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Each Purchaser is able to bear the economic risks of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. g. Independent Investment Decision. Each Purchaser, together with any of its advisors, has independently evaluated the merits of its decision to purchase the Shares pursuant to this Agreement. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to each Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares. h. Acknowledgment of Risks. Each Purchaser acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation: (i) an investment in the Company is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company and the Shares; (ii) each Purchaser may not be able to liquidate its investment; (iii) prior to the Shares being registered for resale pursuant to the registration rights in Section 4(d) hereof, transferability of the Shares is extremely limited; (iv) in the event of a disposition of the Shares, such Purchaser could sustain the loss of its entire investment; (v) the Company does not currently pay dividends on its Common Stock and does not anticipate the payment of dividends in the foreseeable future; and (vi) that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares. i. Transfer or Resale. Each Purchaser understands that, other than pursuant to Section 4(d) hereof: (i) the Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) each Purchaser shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) each Purchaser provides the Company with reasonable assurance that such Shares have been or can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); and (ii) neither the Company nor any other Person is under any obligation to register the Shares under
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the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. j. Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or each Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of each Purchaser. k. Legends. Each Purchaser understands that the book-entry designation or other instruments representing the Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (the “Securities Act Legend”): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT. Each Purchaser further understands that the legends referenced above shall be removed, and the Company shall issue, pursuant to instructions provided by the Company to the Transfer Agent, a certificate or book-entry statement without such legend to the holder of the applicable Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), only if (i) such Shares are registered for resale under the Securities Act (provided that, if each Purchaser is selling pursuant to a registration statement, each Purchaser agrees to only sell such Shares during such time that the registration statement is effective and not withdrawn or suspended, and only as permitted by the registration statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Shares are eligible for sale under Rule 144(b)(1), without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or any successor provision). l. Authorization; Enforcement; Validity. Each Purchaser is a validly existing Cayman Islands limited partnership and has the requisite partnership power and authority to enter into the transactions contemplated by this Agreement. This Agreement has been duly and validly authorized (as applicable), executed and delivered on behalf of each Purchaser and is the legal, valid and binding agreement of each Purchaser, enforceable against each Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions”).
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m. No Conflicts. The execution, delivery and performance by each Purchaser of this Agreement and the consummation by each Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of each Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which each Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to each Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of each Purchaser to perform its obligations hereunder. n. No “Bad Actor” Disqualification Events. Each Purchaser represents that it is not a person of the type described in Section 506(d) of Regulation D that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D. o. Anti-Money Laundering Laws. Each Purchaser represents and warrants to, the Company that: (i) each Purchaser, its parents, subsidiaries, officers, directors, employees and partners (other than limited partners), and to each Purchaser’s knowledge, its controlled affiliates and agents, in each case, acting on behalf of the Purchaser in connection with this Agreement are not on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury (“Treasury”) and have not been designated by Treasury as a financial institution of primary money laundering concern subject to special measures under Section 311 of the USA PATRIOT Act, Pub. L. 107-56; (ii) to each Purchaser’s knowledge, the funds to be used to acquire the Shares are not derived from activities that contravene applicable anti-money laundering laws and regulations; and (iii) none of the funds to be provided by each Purchaser are being tendered on behalf of a person or entity who has not been identified to each Purchaser. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants, as of the date of this Agreement, to each Purchaser that: a. No Registration. Subject to compliance by each Purchaser with the representations and warranties set forth in Section 2 hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to each Purchaser in the manner contemplated by this Agreement to register the Shares under the Securities Act. b. Organization and Qualification. Each of the Company and its subsidiaries has been duly incorporated, organized, or formed, as applicable, and is validly existing in good standing, in jurisdictions where such concept exists, under the laws of the jurisdiction in which it is incorporated, organized or formed, as applicable, and has the requisite power and authority to own and use its properties, and to carry on its business as now being conducted. Neither the Company nor any of its subsidiaries is in violation or default of any of the provisions of its respective certificate of incorporation, bylaws or other organizational documents. The Company is duly qualified to do business and is in good standing in every jurisdiction which requires such qualification, except to the extent that the failure to be so qualified or be in good standing would
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not be reasonably expected to have a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the condition (financial or otherwise), earnings, assets, business, operations, results of operations, or properties of the Company and its subsidiaries, taken as a whole, (ii) the authority or ability of the Company to perform its obligations under this Agreement or (iii) the rights and remedies of each Purchaser under this Agreement. c. Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement in connection with the transactions contemplated hereby, and to issue and deliver the Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares, have been duly authorized by the Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by the Enforceability Exceptions. d. Capitalization. The authorized capital stock of the Company consists of (i) 350,000,000 shares of Common Stock, of which, as of the date hereof, 27,630,305 shares were outstanding and 4,083,104 shares are currently reserved for issuance pursuant to the Company’s stock option, restricted stock and stock purchase plans, including, stock options representing 3,005,747 shares of Common Stock that have been granted to employees and are currently outstanding, and restricted stock awards and restricted stock units representing 1,077,357 shares of Common Stock that are currently reserved and (ii) 5,000,000 shares of preferred stock, $0.001 par value, of which, as of the date hereof, zero shares are issued and outstanding. All of such outstanding or issuable shares of the Company have been, or upon issuance will be, validly issued and are, or upon issuance will be, fully paid and non-assessable. No shares of the capital stock of the Company are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company. Except as disclosed in the SEC Documents, and/or waived prior to the date hereof, (A) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company (in each case, except for the Company’s 5.0% Convertible Senior PIK Notes due 2030 (the “Convert”)); (B) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act other than pursuant to Section 4d. hereof; (C) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company, in each case, other than the Convert, and no other stockholder or similar agreement to
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which the Company is a party; (D) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Shares other than the Convert; and (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has made available to the Purchasers true and correct copies of its Certificate of Incorporation and Bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, and copies of any documents containing the material rights of the holders of such securities in respect thereto that are not disclosed in the SEC Documents. e. Issuance of Shares. The Shares have been duly and validly authorized and reserved for issuance and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non- assessable and free from and clear of all taxes, liens, claims, encumbrances and rights of refusal of any kind; and, except as disclosed in the SEC Documents, the issuance of the Shares will not be subject to any preemptive or similar rights and the Purchasers shall be entitled to all rights accorded to a holder of Common Stock. f. No Conflicts. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) or the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”); (ii) conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time or both, constitutes or would constitute a breach or default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or other remedy with respect to, any agreement, indenture or instrument to which the Company is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except in the case of both (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the offer, issuance and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, court, or official other than (a) filings required pursuant to applicable state and federal securities laws, (b) filings pursuant to the rules and regulations of any securities exchange on which the Shares may be listed and (c) filing of the registration statement required to be filed pursuant to Section 4d. hereof, each of which the Company has filed or undertakes to file within the applicable time. All consents, authorizations, orders, filings and registrations that the Company is or has been required to obtain as described in the preceding sentence have been obtained or effected on or prior to the date of this Agreement or shall be obtained or effected prior to the applicable due date thereafter, as provided by applicable law, this Agreement or otherwise. g. SEC Documents; Financial Statements; Sarbanes-Oxley. (i)Since June 30, 2024, the Company has filed in a timely manner all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
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“Exchange Act”) (all of the foregoing filed prior to the date this representation is made (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein), collectively being hereinafter referred to as the “SEC Documents”). The Company has made the SEC Documents available to each Purchaser or its respective representatives, or filed and made the SEC Documents publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“EDGAR”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment has not been filed and made publicly available on the SEC’s EDGAR system. Except as otherwise disclosed to each Purchaser, the Company has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. As of their respective filing dates, the consolidated financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ii)The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder (collectively, “Sarbanes- Oxley”). h. Internal Accounting Controls; Disclosure Controls and Procedures. The Company and each of its subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
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periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. i. Absence of Certain Changes. Since March 31, 2025, there have been no events, occurrences or developments that have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor, to the Company’s Knowledge, do any creditors of the Company intend to initiate involuntary bankruptcy proceedings nor, to the Company’s Knowledge, is there any fact that would reasonably lead a creditor to do so. The Company has not, since the date of the latest financial statements included within its SEC Documents, materially altered its method of accounting or the manner in which it keeps its books and records. As used in this Agreement, the “Company’s Knowledge” and similar language means, unless otherwise specified, the actual knowledge of any “officer” (as such term is defined in Rule 16a-1 under the Exchange Act) of the Company. j. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or other governmental authority pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s or its subsidiaries’ officers or directors in their capacities as such. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. To the Company’s Knowledge, there are no facts or circumstances which might give rise to any of the foregoing. k. General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares. l. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Shares under the Securities Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions of any authority. m. Employee Relations. No material labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s Knowledge, is threatened or imminent. Further, to the Company’s Knowledge, there are no existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that would not reasonably be expected to have a Material Adverse Effect.
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n. Intellectual Property Rights. (i)Except as set forth in the SEC Documents, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own or possess adequate rights to use all patents, trademarks, service marks, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (including all registrations and applications for registration of the foregoing) (collectively, the “Intellectual Property”) that is used in the conduct of their respective businesses as now conducted or as proposed in the SEC Documents to be conducted; (ii) to the Company’s Knowledge, no third party has infringed, misappropriated or otherwise violated any Intellectual Property of the Company or any of its subsidiaries; (iii) to the Company’s Knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party; and (iv) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such Intellectual Property. (ii)To the Company’s Knowledge, there has been no (x) material security breach or other material compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) or (y) event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data. The IT Systems and Data are adequate in all material respects for the operation of the business of the Company and its subsidiaries as currently conducted, and the Company has purchased sufficient number of licenses or seats for all software used by the Company and its subsidiaries that are material for the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes, all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. o. Real Property. Each of the Company and its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except as would not reasonably be expected to have a Material Adverse Effect. p. Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes are prudent and customary in the businesses in which the Company and its subsidiaries are engaged. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are
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in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. q. Regulatory Permits and Other Regulatory Matters. The Company and its subsidiaries possess or have the right to use all licenses, certificates, permits and other authorizations required to be issued by all applicable authorities necessary to conduct their respective businesses, except for any such failure to possess as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. r. Listing. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the Nasdaq Global Select Market (the “Principal Market” or “Nasdaq”) that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. As of the date hereof, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for clearing through DTC, through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock. s. Tax Status. The Company has filed all U.S. federal, state and foreign tax returns that are required to be filed by any jurisdiction to which it is subject or has requested extensions thereof (except in any case where such failure to file would not reasonably be expected to have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other related assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except where any such failure to pay such assessment, fine or penalty is currently being contested in good faith or would not reasonably be expected to have a Material Adverse Effect. t. Transactions With Affiliates. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the SEC Documents that is not so described. u. Foreign Corrupt Practices and Certain Other Federal Regulations; Anti-Money Laundering Laws; Sanctions. None of the Company, any of its subsidiaries or any of their
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respective directors, officers or employees, nor to the Company’s Knowledge, any agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently a Person that is or that is acting for or at the direction or on behalf of a Person that is (a) the target of economic, financial or trade sanctions administered or enforced by the United States (including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department and the U.S. Department of Commerce), the United Kingdom, the European Union and its member states, the Cayman Islands and the United Nations Security Council (collectively, “Sanctions”), including any Person named on OFAC’s Specially Designated Nationals and Blocked Persons list, OFAC’s Sectoral Sanctions List or any other Sanctions-related list maintained by a Sanctions authority; (b) located, organized or resident in any country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, and the Crimea region and the so-called Donetsk and Luhansk People’s Republics, and the Kherson and Zaporizhzhia regions of Ukraine; and prior to June 30, 2025, the foregoing countries and territories and Syria), whose government is the target of Sanctions (including Venezuela) or that is otherwise the target of broad Sanctions restrictions (including Afghanistan, Russia and Belarus) (collectively, “Sanctioned Country”); or (c) owned or controlled by any such Person(s) described in clause(s) (a) and/or (b) (such Persons described in clauses (a), (b) or (c), collectively, “Sanctioned Person”). Neither the Company nor any of its subsidiaries engage in or has engaged in any business, transaction, dealing or activity in, with or involving any Sanctioned Country or Sanctioned Person. Neither the Company or any of its subsidiaries, nor any of their respective directors, officers or employees, nor to the Company’s knowledge, agent Affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of in any respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, U.K. Bribery Act 2010, each as amended, or any other applicable law or regulation related to anti-bribery or anti-corruption (collectively, “Anti-Corruption Laws”); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Each of the Company and its subsidiaries and their respective directors, officers and employees, and to Borrower’s knowledge, agent, Affiliate and other persons acting on behalf of Borrower or any of its subsidiaries, have been and are in compliance with the Bank Secrecy Act, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), Money Laundering Control Act of 1986, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Part 3 of the Criminal Finances Act 2017, the Sanctions and Anti-Money Laundering Act 2018, and all other United States and UK and any other applicable laws and regulations related to terrorist financing or money laundering, including know-your-customer (KYC) and financial recordkeeping and reporting requirements (collectively, “Anti-Money Laundering Laws”), Anti- Corruption Laws and Sanctions. None of the Company nor its subsidiaries, or their respective directors, officers or employees, or to Company’s knowledge, agents, Affiliates or other Persons acting on behalf of Company or any of its subsidiaries is the subject of any litigation, action, suit, proceeding, investigation, inquiry, notice, claim, dispute, allegation or voluntary disclosure
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pending or threatened involving a potential or actual violation of Sanctions, Anti-Money Laundering Laws or Anti- Corruption Laws, and there are no facts or circumstances which might give rise to any of the foregoing. The Company has implemented and maintains policies and procedures reasonably designed to promote and achieve compliance by the Company and its subsidiaries and their respective directors, officers, employees, agents and Affiliates and other persons acting on behalf of the Company or any of its subsidiaries with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. v. No Other Agreements. The Company has not, directly or indirectly, made any agreements with each Purchaser relating to the terms or conditions of the transactions contemplated by this Agreement except as set forth in this Agreement. w. Investment Company. The Company is not, and upon the Closing will not be, an “investment company” or a company controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. x. No Disqualification Events. None of the Company, any director, officer, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the Closing (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). y. Regulation M Compliance. The Company has not, and to its Knowledge no one acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company in a violation of Regulation M under the Exchange Act. 5. COVENANTS. a. Further Assurances. At or prior to the Closing, each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions hereof and compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof. b. Listing. The Company shall use commercially reasonable efforts to maintain the listing of its Common Stock on Nasdaq and comply with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange. c. Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D. The Company shall, on or before date hereof,
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take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to each Purchaser at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide promptly upon the request of each Purchaser evidence of any such action so taken. The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing. d. Registration Rights. Within one hundred and twenty (120) days following the Closing, the Company shall file a registration statement to register the resale from time to time of the Registrable Securities (as defined below) (the “Secondary Registration Statement”). The Company shall use its commercially reasonable efforts to have the Secondary Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The Company’s obligations to include the Registrable Securities in the Secondary Registration Statement are contingent upon each Purchaser furnishing in writing to Company such information as shall be reasonably requested by the Company to effect such registration, and the Company and each Purchaser shall execute such documents, covenants, including customary indemnification covenants, and agreements in connection with such registration as either party may reasonably request that are customary of a registrant and a selling stockholder in similar situations. The Company shall keep the Secondary Registration Statement effective pursuant to Rule 415 under the Securities Act, or any successor rule providing for offering securities on a continuous or delayed basis, for so long as any of the Shares constitute Registerable Securities. On not more than three occasions and for not more than seventy-five (75) consecutive days in any twelve (12) month period, the Company may delay the filing of the Secondary Registration Statement or suspend the use thereof if it (i) determines that it would be required to make disclosure of material information in the Secondary Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (ii) the Company determines it must amend or supplement the Secondary Registration Statement or the related prospectus so that such Secondary Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (iii) has experienced or is experiencing some other material nonpublic event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company. “Registerable Securities” means the Shares and any other Common Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Shares; provided, however, that any such securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with respect thereto) upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the SEC under the Securities Act and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale
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restrictions and without current public information requirements pursuant to Rule 144, or (D) such securities are no longer outstanding. e. Piggyback Rights. In the event that the Company shall determine to prepare and file a registration statement on Form S-3, or any other appropriate form on which the Registrable Securities may be registered for resale by the Purchasers, whether or not on a continuous basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by the Company (the “Subsequent Registration Statement”), and has not previously filed a Secondary Registration Statement, and provided that any Registrable Securities remain outstanding at such time, the Company shall: (i) notify each Purchaser of such determination; and (ii) if, within ten (10) days after receipt of such notice, any Purchaser requests in writing to include all or any part of its Registrable Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the applicable Purchaser. Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration Statement pursuant to this Agreement. If a Subsequent Registration Statement is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by any Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Purchaser on the basis of the number of Registrable Securities owned by each such Purchaser and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. If a Subsequent Registration Statement is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 4(d) hereof), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration by any other Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among such Purchasers on the basis of the number of Registrable Securities owned by each such Purchaser and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 4(e), whether or not any holder of Registrable Securities has elected to include securities in such registration. f. Expenses. At the Closing, the Company shall reimburse each Purchaser for its reasonable and documented out-of-pocket expenses, including, but not limited to, reasonable and documented attorneys’ fees, relating to negotiating and preparing this Agreement. At the time the Company files the Secondary Registration Statement as described in Section 4(d), the
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Company shall reimburse each Purchaser for reasonable and documented attorneys’ fees relating to the filing of the Secondary Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto, in an amount not to exceed $25,000 per each such filing of the Secondary Registration Statement and amendment and supplement thereto. g. Disclosure of Transactions and Other Material Information. The Company shall (i) issue a press release disclosing all the material terms of the transactions contemplated by this Agreement and (ii) file, within the timeframe required under applicable SEC rules, a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement and including this Agreement as an exhibit to such Form 8‐K. Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby prior to the date hereof. h. Confidentiality. It is understood and agreed that the Company may engage in advertisement or promotion in connection with this Agreement (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise). The Company agrees that it will permit the Purchasers to review and approve (such approval not to be unreasonably withheld) any reference to the Purchasers or any of their respective affiliates in connection with this Agreement and the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release, provided further that no consent shall be required for any information substantially similar to information for which prior consent has been provided. Notwithstanding the foregoing, with respect to any disclosure referencing to the Purchasers or any of their respective affiliates in connection with this Agreement and the transactions hereby that is required by applicable law, the Company agrees that it will permit the Purchasers to review and comment on (but not approve) such disclosure prior to public release, it being understood that the Company shall not be required to provide such review to the extent the disclosure is substantially similar to a disclosure previously reviewed by the Purchasers pursuant to this paragraph and the Company shall not be required to accept any comment that it believes in good faith would conflict with its disclosure obligations under applicable law. i. No Integrated Offering. Neither the Company nor any of its subsidiaries, nor any Affiliates of the foregoing or any Person acting on the behalf of any of the foregoing, shall, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under any circumstances that would require registration of any of the Shares under the Exchange Act or require stockholder approval of the issuance of any of the Shares. j. Director Appointment. So long as the Purchasers together with their affiliates (i) retain the Profit Interest Percentage (as defined in that certain letter agreement dated as of July 31, 2025 by and among Great Elm Real Estate Ventures, LLC and the other parties listed thereto) and (ii) continue to own at least fifty percent (50%) of the Shares (provided, that if, and as often as, there are any changes in the Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Section 4.i., as
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may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Shares as so changed), Purchasers shall have the right to designate (i) one (1) person (the “KLIM Director”) to be appointed as a director on the Company Board; provided that the KLIM Director must qualify as an independent director under Nasdaq independence rules and is reasonably acceptable to the Company Board. The Company shall take all necessary and desirable actions (including for the avoidance of doubt, making any necessary amendments to any applicable shareholder agreement or operating agreement) such that at Closing, the KLIM Director shall be appointed as a director of the Company. Subsequent to the initial appointment, the Company shall include the KLIM Director in its annual proxy materials delivered to stockholders in connection with each annual or special meeting of stockholders at which directors are to be elected and shall recommend the KLIM Director for election in the same manner as other nominees approved by the Company Board. The KLIM Director shall be entitled to reimbursement of their reasonable and documented out-of-pocket expenses incurred in connection with attendance of meetings of the Company Board in person in the same manner as the other non-employee directors of the Company Board and in accordance with the Company’s policy for such matters applicable to non-employee directors. The KLIM Director shall be entitled to the same rights, privileges, and protections, including but not limited to indemnification and advancement of expenses, as are provided to the other independent directors of the Company. The KLIM Director shall be entitled to participate in the non-employee director compensation program (or a substantially equivalent program) of the Company Board. Such rights shall be no less favorable than those afforded to any other independent director serving on the Company Board; provided, however, that if any KLIM Director is employed by Kennedy Lewis Investment Management LLC, such director shall not receive compensation from the Company, as applicable, in connection with their service as a director, but shall remain entitled to all other rights, privileges, and protections described above, including but not limited to reimbursement of reasonable expenses incurred in connection with their service as a director. k. Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Company and its subsidiaries and their respective directors, officers, employees, agents and Affiliates, and other persons acting on behalf of the Company or any of its subsidiaries shall comply in all respects with Anti-Corruption Laws, Anti- Money Laundering Laws and Sanctions. The Company and its subsidiaries shall not engage in any business, transactions, dealings or activities involving any Sanctioned Country or Sanctioned Person. The Company shall maintain policies and procedures reasonably designed to promote and achieve compliance by the Company and its subsidiaries and their respective directors, officers, employees, agents and Affiliates and other persons acting on behalf of the Company or any of its subsidiaries with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Company shall not and shall not permit any of its subsidiaries to directly or indirectly use the proceeds from the transaction contemplated herein or lend, contribute or otherwise make available such proceeds to any Person (i) for the purpose of financing the business, transactions, dealings or activities with, in or involving any Sanctioned Country or Sanctioned Person or (ii) in any manner that would result in a violation by any Person (including the Purchaser) of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.
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6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company to issue and sell the Shares to each Purchaser at the Closing is subject to the satisfaction, on or before the date hereof, of each of the following conditions: a. Each Purchaser shall have executed this Agreement and delivered the same to the Company. b. Each Purchaser shall have delivered to the Company its respective portion of the Aggregate Purchase Price for its respective allocation of the Shares being purchased by the respective Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. c. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 7. CONDITIONS TO EACH PURCHASER’S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase the Shares from the Company at the Closing is subject to the satisfaction, at or before the date hereof, of each of the following conditions: a. The Company shall have executed this Agreement and delivered the same to each Purchaser. b. The Company shall have filed with Nasdaq a Listing of Additional Shares Notification Form for the listing of the Shares. c. The Company shall have delivered to each Purchaser a certificate evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the Secretary of State (or other applicable authority) of such state within 10 Business Days of Closing. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. d. The Company shall have delivered to each Purchaser a certificate, executed by the Secretary of the Company and dated as of the date hereof, as to (A) the Company Board resolutions relating to the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereunder; (B) the Certificate of Incorporation; and (C) the Bylaws. e. The Company shall have appointed the KLIM Director to its boards of directors pursuant to Section 4.i. hereof. f. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.
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8. INDEMNIFICATION. a. Company Indemnification Obligation. In consideration of each Purchaser’s execution and delivery of this Agreement and acquiring the Shares and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Purchaser and its affiliates, officers, directors, members, managers and employees, as applicable (collectively, the “Indemnitees”), from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith, and including reasonable and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising out of, or relating to (a) any material misrepresentation or material breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any material breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby or (c) the execution, delivery, performance or enforcement of this Agreement in accordance with the terms hereof or thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or affiliates), except, in each case, to the extent any Indemnified Liabilities resulted from such Indemnitee’s gross negligence, willful misconduct or fraud or to the extent that a loss, claim, damage or liability is attributable to each Purchaser’s breach of any of the representations, warranties, covenants or agreements made by each Purchaser in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. b. Indemnification Procedures. Each Indemnitee shall (i) give prompt written notice to the Company of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Company of any liability, except to the extent that the Company is prejudiced in its ability to defend such claim) and (ii) permit the Company to assume the defense of such claim with counsel selected by the Company and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Company has agreed in writing to pay such fees and expenses, or (B) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Company with respect to such claims (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim on behalf of the Indemnitee). If the Company assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by the Company, the Company shall not without the Indemnitee’s consent, and no Indemnitee shall be required by the Company to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the
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Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability, culpability or fault to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, the Company shall not consent to entry of any judgment or enter into any settlement which provides for any obligation or restriction on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Company. If requested by the Company, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Company and its counsel in contesting any claim that the Company elects to contest. 9. GOVERNING LAW; MISCELLANEOUS. a. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. b. Counterparts; Execution. This Agreement may be signed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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c. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. d. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. e. Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior oral or written agreements among each Purchaser, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect to the matters covered herein and therein. No provision of this Agreement may be waived, modified, supplemented or amended other than by an instrument in writing signed by the Company and by each Purchaser. No failure or delay on the part of a party in either exercising or enforcing any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall be deemed a waiver of any other right. f. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon receipt, when delivered via email, personally or by a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. Further, any such notices, consents, waivers or other communications to each Purchaser must include notice via electronic mail. The addresses for such communications shall be: If to the Company: Great Elm Group, Inc. 3801 PGA Boulevard, Suite 900 Boston, MA 02199 Attention: Adam M. Kleinman Email: [*********@............com] With an additional copy to: Davis Polk & Wardwell LLP 450 Lexington Ave New York, NY 10017 Attention: Hillary Coleman Email: [***************@*********.com] If to the Purchasers: Kennedy Lewis Management LP 225 Liberty Street, Suite 4210
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New York, NY 10281 Attention: Anthony Pasqua E-mail: [**************@*******.com]; [***@*******.com] With an additional copy to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attention: Dan Fisher; Zachary Wittenberg E-mail: [*******@********.com]; [***********@********.com] g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any purchasers of the Shares. Neither party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. h. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, to the extent provided in Section 7 hereof, each Indemnitee, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. i. Survival. The representations and warranties of the Company and each Purchaser contained in Sections 2 and 3 hereof, the agreements and covenants set forth in Section 4 hereof and this Section 8, and the indemnification provisions set forth in Section 7 hereof, shall survive the Closing. j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. k. Remedies. The parties hereto agree that (i) irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and (ii) money damages or other legal remedies would not be an adequate remedy for any such harm. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. * * * * * *
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IN WITNESS WHEREOF, each Purchaser and the Company have caused this Share Purchase Agreement to be duly executed as of the date first written above. COMPANY: GREAT ELM GROUP, INC. By: Name: Title:
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PURCHASERS: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP By: Name: Title: KENNEDY LEWIS (EU) SPV LP By: Name: Title: KLIM DELTA HQC3 LP By: Name: Title: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-B LP By: Name: Title:
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Schedule I Allocated Shares Purchasers Allocated Shares Purchase Price Fund III 623,775 $1,318,909.86 KLIM Delta Hqc3 57,789 $122,189.06 KLIM EU SPV 4,787 $10,121.63 Fund IV-B 667,534 $1,411,433.89 Total 1,353,885 $2,862,654.44
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Exhibit 10.20 July 31, 2025 Re: KLIM Investment This letter agreement (the “Agreement”) is entered into as of July 31, 2025, by and among the entities listed on Schedule I attached hereto (each, an “Investor” and together, the “Investors”), Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“GEG Ventures”), and, solely for purposes of Paragraphs 2 and 3, Great Elm Group, Inc., a Delaware corporation (“GEG”). The Investors and GEG Ventures are referred to herein as the “Parties,” and each, a “Party.” In consideration of the mutual promises of the Parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and among the Parties hereto as follows: 1. Profit Interest. If and when GEG Ventures makes any distribution in respect of its common equity interests (the “Common Interests”), GEG Ventures shall pay to the Investors in the respective amounts set forth on Schedule I attached hereto, at the same time as such distributions, an amount equal to its Profit Interest Percentage of the aggregate amount of such distributions and such payment hereunder. “Profit Interest Percentage” shall mean 15.00%; provided that the Profit Interest Percentage shall increase by 1.00% for each $10,000,000 drawn under the DDTL Commitments (as defined in the Loan Agreement, dated July 31, 2025, among Monomoy Properties REIT, LLC, as borrower, certain funds managed by Kennedy Lewis Investment Management, LLC, as lenders (collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as administrative agent for the Lenders), up to a maximum Profit Interest Percentage of 20.00%. 2. Future Participation Right. (a)Following the date hereof, if GEG or any of its affiliates proposes to make any equity investment in GEG Ventures, such investment shall be in the form of preferred equity interests (the “Preferred Interests”). Each Investor shall have the right, but not the obligation, to purchase from GEG a participation interest (a “Participation Interest”) in the pro rata amount of any such issuance of the Preferred Interests, representing the Profit Interest Percentage (as of the date of issuance) thereof. The purchase price for such Participation Interest shall be an amount in cash equal to the original issue price of the Preferred Interests, plus any accrued and unpaid return thereon (calculated in accordance with the governing documents of GEG Ventures) through the date of purchase (the “Purchase Price”), and, for the avoidance of doubt, shall be on the same terms and conditions applicable to GEG (and/or its applicable affiliates). Any such purchase shall be consummated pursuant to a purchase agreement in customary form, to be reasonably agreed upon by the Parties at the time of purchase. (b)GEG Ventures shall deliver a written notice to each Investor (at the address set forth on its respective signature page hereto) of any opportunity to purchase participation interests in the pro rata amount of any issuance of the Preferred Interests from GEG pursuant to Paragraph 2(a), no later than five (5) business days after the date of the funding that gives rise to such opportunity. 3. Tag-Along Right. (a)In the event that GEG or any of its affiliates (the “Selling Tag Party”) elects to transfer twenty-five percent (25%) or more of its Common Interests or the participation interests in the Preferred Interests to a third party (such party, a “Third Party,” and such transfer, a “Transfer”), in one transaction or a series of related transactions, then each Investor shall have the right, but not the obligation, to participate in such Transfer by including a pro rata portion of its: (i) profits interests, in the case of a Transfer of Common Interests, or (ii) participation interests in the Preferred Interests, in the case of a Transfer of the participation interests in the Preferred Interests,
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in each case on the same terms and conditions, including the form and amount of consideration, as applicable to the Selling Tag Party in such Transfer. (b)Prior to the consummation of any proposed transfer described in Paragraph 3(a), the Selling Tag Party shall deliver a written notice (the “Tag-Along Notice”) to each Investor (at the address set forth on its respective signature page hereto) which such notice shall also (i) state the name of the Selling Tag Party, (ii) state the identity of the proposed Third Party, (iii) state the portion of the Selling Tag Party’s Common Interests and/or Preferred Interests to be sold, (iv) state the proposed purchase price and form of consideration of payment and all other material terms and conditions of such sale, (v) include a calculation of the consideration per Common Interest and/or the participation interests in the Preferred Interest to be received by each Investor who elects to participate, (vi) confirm that the Third Party has been informed of the “tag-along” rights provided in this Paragraph 3 and has agreed to purchase the profits interest and/or the participation interests in the Preferred Interests in accordance with the terms hereof, and (vii) be accompanied by a written offer from the Third Party. The Selling Tag Party shall have sole discretion to determine the timing and manner of the sale, and the right to transfer shall be exercisable by written notice to the Selling Tag Party given within ten (10) days after receipt by the applicable Investor of the Tag-Along Notice specifying the amount of profits interest and/or number of Preferred Interests with respect to which such Investor shall exercise its rights under this Paragraph 3. 4. Reporting. After each fiscal quarter, GEG Ventures shall provide the Investors as soon as available (and in any event within 60 days of the end of such quarter) an unaudited consolidated balance sheet of GEG Ventures and its subsidiaries as of the end of such quarter, and an unaudited consolidated statement of income of GEG Ventures and its subsidiaries for such quarter. 5. Confidentiality. (a)Each Party agrees that, without the prior written consent of the other Party, it shall keep confidential and refrain from using and disclosing, and shall direct its affiliates and its and their respective officers, directors, employees, members, partners, agents and advisors (including, but not limited to, accountants, tax advisors, attorneys, consultants and investment advisers) (collectively, “Representatives”), to refrain from using and disclosing to any person the existence and contents of this Agreement and any confidential information received from either Party or any person who controls, is controlled by or is under common control with either Party related to and in connection with this Agreement (collectively, “Confidential Information”), provided that: (i) either Party may disclose Confidential Information to its Representatives; (ii) Confidential Information shall not include information which is or becomes generally available to the public other than as a result of a violation of this Paragraph 5; and (iii) nothing herein shall prohibit the disclosure of any Confidential Information that is required to be disclosed: (A) for purposes of enforcing the terms of this Agreement or (B) under applicable law or in response to any subpoena, court order, interrogatory, request for information or documents, civil investigative demand or similar legal process, or pursuant to any request or demand (whether or not having the force of law) of, or in the course of any examination by, any court, governmental or regulatory body or agency or self-regulatory organization, including any tax audit, provided that the Party intending to disclose Confidential Information in accordance with this clause (iii) shall, except in the case of any ordinary course examination or tax reporting, to the extent permitted by law or the applicable requesting body (and if not initially so permitted, as soon as practicable once permitted): (x) notify the other Party of such event (including commercially reasonable detail as to the terms and circumstances surrounding any request to disclose) to afford such other Party with a reasonable opportunity to seek a protective order or undertake any other reasonable means to preserve the confidentiality of any information that such other Party reasonably believes to be of a proprietary or competitively sensitive nature; (y) furnish only such Confidential Information as such Party reasonably believes they are required to disclose; and (z) exercise such Party’s reasonable efforts to request that confidential treatment will be accorded to the disclosed Confidential Information.
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(b)Except as required by applicable law, GEG Ventures shall not publicly identify any Investor or any of its affiliates by name or identifiable description without such Investor’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed). In the event that GEG Ventures is legally required to make such disclosure (a “Public Disclosure”), then GEG Ventures shall, to the extent permitted by applicable law, notify each Investor and their counsel of its intent to make a Public Disclosure at least two business days prior to such disclosure which notice shall also contain the form, content and manner of disclosure. GEG Ventures will provide each Investor with the opportunity to review and comment on the Public Disclosure and use reasonable efforts to incorporate each Investor’s additions to and/or other modifications prior to the disclosure thereof. 6. Termination. This Agreement shall terminate without further obligation (including that GEG Ventures shall have no further obligation to make any payments hereunder) upon the earlier of: (i) any Change in Control, in which event each Investor shall be entitled to receive its respective Profit Interest Percentage of any proceeds payable in respect of the Common Interests in such transaction; or (ii) the mutual written agreement of the Parties. “Change in Control” means (a) any transaction that results in any person or group acquiring equity interests that represent at least a majority of the total voting power of GEG Ventures, (b) any sale or disposition of all or substantially all of the assets of GEG Ventures, or (c) any merger or consolidation of GEG Ventures with or into any person(s), in each case other than any transaction with any affiliate of GEG. 7. No Joint Venture; Tax Treatment. The Parties intend that, other than for U.S. federal and applicable state and local tax purposes, nothing in this Agreement shall cause the relationship between the Investors and GEG Ventures to be treated as a partnership or joint venture, and this Agreement shall not be treated as an agreement of any such partnership or joint venture. The Investors shall be treated as a partners of GEG Ventures for U.S. federal and applicable state and local tax purposes and, accordingly, income and losses and any tax items corresponding to the Profit Interest Percentage will be reported to the Investors on schedule K-1 as set forth in Annex A to this Agreement, which is hereby incorporated into this Agreement and the governing documents of GEG Ventures. This Agreement shall be treated as part of the “partnership agreement” of GEG Ventures for U.S. federal income tax purposes. The Parties shall mutually determine the issue price of the Profit Interest, which shall be treated as a capital contribution to GEG Ventures and shall increase the opening capital account balance of the Investor for purposes of maintaining capital accounts and allocating income and loss to the Investor. The Parties shall not take any position for tax purposes that is inconsistent with the intended treatment described in this Paragraph 7, except as required by a final determination within the meaning of Section 1313(a)(1) of the Code. 8. Tax Matters. (a)Each Investor shall deliver to GEG Ventures a duly competed and validly executed Internal Revenue Service (“IRS”) Form W-9. Each Investor hereby acknowledges that, if it has not delivered an up-to-date, duly completed and validly executed IRS Form W-9 to GEG Ventures, any payments to such Investor pursuant to this Agreement will be subject to tax withholding. To the extent any Investor has provided a duly completed and validly executed IRS Form W-9 to GEG Ventures, such Investor shall promptly deliver to GEG Ventures an updated Form W-9 in the event any information previously provided has changed or becomes inaccurate. The Parties shall cooperate in good faith to mitigate the imposition of any withholding tax on the Investors in connection with this Agreement. (b)Notwithstanding anything to the contrary in this Agreement or the governing documents of GEG Ventures: (i)GEG Ventures will use commercially reasonable efforts to provide each Investor with any additional tax information it reasonably requests in connection with its investment in GEG Ventures (including, without limitation, estimated IRS Schedules K-1).
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(ii)GEG Ventures will obtain the Investors’ prior written consent before making any tax election, or settling any tax audit or proceeding, in a manner that is materially and disproportionately adverse to any Investor (or the Investors as a whole). (iii)To the extent of available cash, GEG Ventures shall make quarterly cash distributions to each Investor in an amount sufficient to allow such Investor to pay its income tax liability (including estimated taxes) incurred on the aggregate taxable income and gain of GEG Ventures allocated to such Member, net of cumulative taxable loss of GEG Ventures allocated to such Investor in all prior fiscal years (and not previously taken into account pursuant to this sentence), but only to the extent such liability exceeds the aggregate cash distributions previously made to such Member pursuant to Paragraph 1 (a “Tax Distribution”). Tax Distributions shall be calculated based on the highest maximum combined marginal U.S. federal, state and local income tax rates applicable to an individual or a corporation (whichever is higher) resident in New York, New York (having regard to the character of the relevant income or gain and taking into account Section 1411 of the Code) for such fiscal quarter. If the amount of a Tax Distribution is reduced due to a shortfall of available cash, such reduction shall be allocated among the Investors proportionately based on the relative size of the Tax Distributions such Investors would have received had no such reduction been made. A Tax Distribution to an Investor shall be treated as an advance against future distributions to such Member under Paragraph 1. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 10. Jurisdiction. The Parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, solely if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the Parties (a) hereby irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), in any way arising out of or relating to this Agreement, its negotiation or terms, or the transactions contemplated hereby, (b) hereby waives to the fullest extent permitted by law, and agrees not to assert by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, that the venue is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process at the address set forth on its signature page hereto in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested. 11. JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
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FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTY ENTERING INTO THIS AGREEMENT. 12. Headings and Captions. All headings and captions contained in this Agreement are inserted for convenience only and shall not be deemed a part of this Agreement. The Schedules and Annexes are considered a part of this Agreement. 13. Assignment. Neither Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any assignment, delegation or transfer without such consent shall be null and void ab initio, except that (i) each Investor may assign its rights under this Agreement to any of its respective affiliates (excluding portfolio companies) without such consent, so long as such Investor provides prior written notice to GEG Ventures of any such assignment, and such Investor shall remain responsible for the performance of the obligations of such affiliate hereunder, and (ii) GEG Ventures may assign, delegate, or transfer its rights and obligations under this Agreement to any of its affiliates without such consent, provided that GEG Ventures provides prior written notice to each Investor of any such assignment, and GEG Ventures shall remain responsible for the performance of the obligations of such affiliate hereunder. 14. Amendment. No provision of this Agreement may at any time be amended, waived or otherwise modified unless set forth in a written instrument making specific reference to this Agreement that identifies itself as an amendment, waiver or other modification of this Agreement that is executed by each of the Parties. The failure of any Party to enforce any provision hereof shall in no way be construed as a waiver of such provision or of any other provision and shall not affect the right of such Party thereafter to enforce each and every provision hereof in accordance with its terms. The rights and remedies in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 15. Entire Agreement. This Agreement, along with the other agreements, certificates, documents, and instruments contemplated hereby or thereby, or referenced herein or therein, and all annexes, attachments, exhibits, and schedules hereto or thereto, constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersede all prior agreements, arrangements, representations, or understandings by or among the Parties, written or oral, to the extent they conflict with or relate in any way to the subject matter hereof. 16. Counterparts. This Agreement or any amendment hereto may be signed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one agreement (or amendment, as the case may be). To the extent permitted by law, facsimile or other electronic signatures (including .pdf) shall be deemed acceptable and binding. [Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day, month and year first above written. INVESTORS: KLCP FUND III (EU) MASTER AIV LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory Address: c/o Kennedy Lewis Investment Management LLC 225 Liberty Street, Suite 4210 New York, NY 10281 Attention: Doug Gerowski E-mail: Doug.Gerowski@klimllc.com KLIM DELTA HQC3 LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory Address: c/o Kennedy Lewis Investment Management LLC 225 Liberty Street, Suite 4210 New York, NY 10281 Attention: Doug Gerowski E-mail: Doug.Gerowski@klimllc.com KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND IV-C LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory Address: c/o Kennedy Lewis Investment Management LLC 225 Liberty Street, Suite 4210 New York, NY 10281 Attention: Doug Gerowski E-mail: Doug.Gerowski@klimllc.com
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GREAT ELM REAL ESTATE VENTURES, LLC By: Name: Title: Address: _______________________________ GREAT ELM GROUP, INC. (solely for purposes of Paragraphs 2 and 3) By: Name: Title: Address: _______________________________
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Annex A TAX TREATMENT OF GEG VENTURES INTERESTS 1. The General Provisions. (a) The economic arrangement among the Parties hereto is embodied in the Agreement. This Annex A shall not be construed in a manner that is contrary to such arrangement, it being understood that this Annex A shall govern solely the tax consequences and tax related matters of such arrangement. (b) Any termination of the Agreement or assignment of any Party’s rights and obligations under the Agreement shall not affect the continuing application of the provisions of this Annex A, and those provisions providing for the resolution of all matters regarding U.S. federal income tax reporting. The provisions of this Annex A shall inure to the benefit of, and be binding upon, Kennedy Lewis Investment Management LLC, Great Elm Real Estate Ventures, LLC, and Great Elm Group, Inc., and their successors and assigns. (c) Capitalized terms used in this Annex A that are not otherwise defined in the Agreement have the meanings given to them in the Agreement or the Governing Agreement of GEG Ventures, as applicable. (d) Any amendments to this Annex A that could reasonably be expected to result in materially adverse tax consequences that are disproportionate to the Investor (determined solely with respect to the Investor’s rights, liabilities and obligations hereunder and without regard to other circumstances or attributes of the Investor), as determined in good faith by the Managing Member, shall require the prior written consent of the Investor, which shall not be unreasonably withheld, conditioned or delayed. 2. Certain Definitions. For the purposes of this Annex A, the following terms shall have the following meanings. “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant taxable year, or portion thereof, after giving effect to the following adjustments: (a) Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704- 1(b)(2)(ii)(c) and the penultimate sentences in Treasury Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and (b) Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704- 1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Capital Contributions” shall mean with respect to any Member, the amount of cash and the fair market value (on the date contributed) as determined by the Managing Member of any other property contributed or deemed contributed to the capital of the Company by or on behalf of such Member (or its predecessors in interest) with respect to the interest in the Company held by such Member. “Agreement” means that certain letter agreement to which this Annex A is attached.
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“Distributions” shall mean distributions made by the Company to Members within the meaning of Section 731, including, for the avoidance of doubt, payments made to the Investor under Section 1 of the Agreement. “Managing Member” shall mean Great Elm Group, Inc., a Delaware corporation. “Governing Agreement of GEG Ventures” shall mean that certain Amended and Restated Limited Liability Company Agreement of Great Elm Real Estate Ventures, LLC, dated as of July 31, 2025, as may be amended, supplemented, or otherwise modified from time to time. “Member” shall mean a Person that is treated as a partner of the Company for U.S. federal income tax purposes. For the avoidance of doubt, as a result of the transactions contemplated in the Agreement, the Investor will be treated as a Member of the Company. “Percentage Interests” shall mean the Profit Interest Percentage. 3. Tax Matters. (a) Capital Accounts. (i) Each Member shall have a single book capital account which reflects each Member’s Capital Contributions to the Company (a “Capital Account”) and a single tax capital account which reflects the adjusted tax basis of the Capital Contributions contributed by each Member to the Company. Each Capital Account and tax capital account shall also reflect the allocations made pursuant to Section 10, Distributions, and otherwise be maintained and adjusted in accordance with Code Section 704 and the principles set forth in Regulations Sections 1.704-1(b) and 1.704-2. (ii) After application of Section 10(b), any remaining net profits or losses of the Company for the taxable year (or items of income, gain, loss or deduction) shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into account Distributions made during such taxable year, or portion thereof it, as nearly as possible, equal (proportionately) to (A) the Distributions that would be made to such Member in a hypothetical liquidation of the Company as of the close of such year (assuming for purposes of such hypothetical liquidation that all the assets of the Company are sold at prices equal to their gross fair market values at the time of their contributions to the Company (and as adjusted as necessary or appropriate to reflect the relative economic interests of the Members in the Company, as determined in good faith by the Managing Member and adjusted in a manner consistent with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)) and the net proceeds thereof are distributed to the Members in accordance with their percentage interests after the payment of all Company liabilities were satisfied (limited, in the case of recourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities)), minus (B) any amounts that the Member is deemed obligated to restore under Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5). For the avoidance of doubt, the allocations of Company items of income, gain, deduction, loss or credit are intended to achieve the economic arrangement between the Members as contemplated by Section 1 of the Agreement. (b) Regulatory Allocations. (i) Notwithstanding any other provision of this Agreement, (A) “partner nonrecourse
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deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i) and (B) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their Percentage Interests. (ii) This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (iii) To the extent that items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 10(a) as if such Member were not a Member. (iv) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, such Member shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 10(b)(iv) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 10(b)(iv)have been made as if Section 10(b)(iii) and this Section 10(b)(iv)were not in this Agreement. (v) Any allocations required to be made pursuant to Section 10(b) of this Agreement (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of net profits or net losses pursuant to Section 10(a) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 10(a) had such Regulatory Allocations not occurred. (c) Tax Allocations. The allocations of Company items of income, gain, loss, or deduction for tax return and tax capital account purposes shall follow the principles of the allocations under Section 10(a), and recognizing the complexity of allocations for tax purposes, the Managing Member shall have the authority to alter the Capital Account allocations and tax capital account allocations as reasonably necessary and as determined in good faith to effect the intended economic arrangement of the Members as set forth in Section 1 of the Agreement. Notwithstanding the foregoing sentence, U.S. federal income tax items relating to any property that is contributed to the Company in which there is a difference between the basis of such property in the hands of the Company and the fair market value of such property at the time of its contribution shall be allocated among the Members in accordance with the principles of Section 704(c) of the Code and the Treasury Regulations thereunder in a manner reasonably determined by the Managing Member in good faith to take into account the difference between the fair market value and the tax basis of such contributed property as of the date of its contribution to the Company. Allocations pursuant to this Section 10(c) are solely for purposes of U.S. federal, state
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and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of net profits or losses and any other items or distributions pursuant to any provision of this Agreement. (d) Tax Reporting. The Company will perform customary tax reporting, including providing each Member with a timely IRS Schedule K-1 each year. (e) Partnership Tax Audit Rules. (i) For each taxable year of the Company, the Managing Member shall select a Person (which may be itself), to serve as the Company’s “partnership representative” under Section 6223(a) of the Code as amended by Section 1101 of the U.S. Bipartisan Budget Act of 2015 (such partnership representative, the “Tax Representative”). The Tax Representative is hereby granted the corresponding designation under any similar provisions of any state, local or non-U.S. tax laws. If the Tax Representative is not a natural person, the Managing Member shall select an individual to act on behalf of the Tax Representative (the “Designated Individual”). The Managing Member is specifically directed and authorized to take whatever steps the Managing Member, in its sole discretion, deems necessary or desirable to perfect the designation of the Tax Representative and, if applicable, the Designated Individual, including filing any forms or documents with the U.S. Internal Revenue Service and taking such other action as may from time to time be required under applicable Treasury Regulations, as well as to perfect any similar designation under any state, local or non-U.S. law. Each Member hereby consents to such designation and agrees that, upon the reasonable request of the Managing Member, it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (ii) The Tax Representative shall have the sole discretion to determine all matters and shall be authorized to take any actions it deems necessary, with respect to any audit, examination or investigation (including any judicial or administrative proceeding) of the Company by any taxing authority (including, but not limited to, the allocation of any resulting taxes, penalties or interest among the Members and whether to make an election under Section 6226 of the Code with respect to any audit or examination of the Company). Each Member acknowledges and agrees that both the Company and the Members will be bound by the actions taken by the Tax Representative in connection with any such proceeding. If the Tax Representative makes an election under Section 6226 of the Code with respect to any audit adjustment of any item of the Company’s income, gain, loss, deduction or credit (or adjustment of the allocation of any such items among the Members), each Member shall comply with the requirements set forth in Section 6226 of the Code (and any applicable guidance issued thereunder) with respect to such election. With respect to any audit, examination or investigation (including any judicial or administrative Proceeding) of the Company by any taxing authority, each Member shall provide such information as the Tax Representative may reasonably request, including to reduce the amount of any resulting tax required to be paid by the Company. The obligations of a Member pursuant to this Section 10(d)(ii) shall survive the termination of such Member’s interest in the Company, the termination of this Agreement and the dissolution, winding-up and termination of the Company. (iii) No Member shall, to the fullest extent permitted by applicable law, without the consent of the Managing Member, (A) file a request for administrative adjustment of Company items, (B) file a petition with respect to any Company item or other
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tax matters involving the Company nor (C) enter into a settlement agreement with any taxing authority with respect to any Company items.
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Schedule I Investor Name Pro Rata Share KLCP Fund III (EU) Master AIV LP 46.4266% KLIM Delta Hqc3 LP 4.2684% Kennedy Lewis Capital Partners Master Fund IV-C LP 49.3050%
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Exhibit 10.21 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2025, by and among Great Elm Group, Inc., a Delaware corporation (the “Company”), and Woodstead Value Fund, L.P., a Texas limited partnership (the “Purchaser”). WHEREAS: A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act; B. The Purchaser wishes to purchase from the Company, and the Company wishes to issue and sell to the Purchaser, upon the terms and conditions stated in this Agreement, (i) 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $3.50 per share with a ten-year term in the form attached as Exhibit A hereto (the “Series A Warrant”) and (iii) a warrant to buy 1,000,000 shares of Common Stock at an exercise price of $5.00 per share with a ten-year term in the form attached as Exhibit B hereto (the “Series B Warrant”, together with Series A Warrant, the “Warrants”; together with the Shares, the “Securities”; and, the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”); C. The Company intends to use the net proceeds from the transactions contemplated herein for general corporate purposes and to pay related transaction fees and expenses; and NOW THEREFORE, the Company and the Purchaser hereby agree as follows: 2. PURCHASE AND SALE OF THE SECURITIES. a. Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Company will issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company the Shares at an aggregate purchase price equal to $9,000,000 (the “Aggregate Purchase Price”), or at $2.25 per Share. In connection with the sale of the Shares, the Company will issue the Warrants to the Purchaser for no additional consideration. b. Issuance and Form of Payment. Simultaneously with the parties’ execution of this Agreement, (i) the Purchaser shall pay, or cause to be paid, the Aggregate Purchase Price to the Company for the Shares to be issued and sold to the Purchaser, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company will (x) instruct (the “Transfer Instructions”) Computershare Trust, N.A. (the “Transfer Agent”) to issue to the Purchaser or its designee, in book entry form, the Shares and (y) provide evidence of such issuance from the Transfer Agent, which evidence may be in the form of an email confirmation from the Transfer Agent. Concurrently with the issuance of the Shares, the Company will issue the Warrants to the Purchaser. The closing of the purchase and sale of the Securities shall take place simultaneously with the execution of this Agreement (the “Closing”) at
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the offices of Davis Polk & Wardwell LLP, or at such other place as the Company and the Purchaser may mutually agree. 3. PURCHASER’S REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants, as of the date of this Agreement, to the Company that: a. Investment Purpose. The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Purchaser is acquiring the Securities hereunder for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under, or exempted from, the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Purchaser was not formed for the specific purpose of acquiring the Securities. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof or any other legal entity. b. Accredited Investor Status. At the time the Purchaser was offered the Securities, it was and, as of the date hereof, the Purchaser is, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. c. Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. d. Information. The Purchaser acknowledges that it has had the opportunity to review the SEC Documents (as defined below) and the Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities sufficient in its view to enable it to evaluate its investment. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions as it has deemed necessary of, and to receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in Section 3 hereof. The Purchaser has not relied on any representations or warranties
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from the Company, its employees, agents, or attorneys in making this investment decision other than as set forth in Section 3 hereof. e. General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. f. Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risks of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. g. Independent Investment Decision. The Purchaser, together with any of its advisors, has independently evaluated the merits of its decision to purchase the Securities pursuant to this Agreement. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. h. Acknowledgment of Risks. The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation: (i) an investment in the Company is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) the Purchaser may not be able to liquidate its investment; (iii) prior to the Securities being registered for resale pursuant to the registration rights in Section 4(d) hereof, transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; (v) the Company does not currently pay dividends on its Common Stock and does not anticipate the payment of dividends in the foreseeable future; and (vi) that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. i. Transfer or Resale. The Purchaser understands that, other than pursuant to Section 4(d) hereof: (i) neither the Securities nor the Warrant Shares have been or are being registered under the Securities Act or any state securities laws, and the Securities and the Warrant Shares may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that such Securities or the Warrant Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company with reasonable assurance that such Securities or Warrant Shares have been or can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (“Rule
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144”); and (ii) neither the Company nor any other Person is under any obligation to register the Securities or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. j. Brokers and Finders. Except as previously disclosed, no Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. k. Legends. The Purchaser understands that the book-entry designation or other instruments representing the Securities, except as set forth below, shall bear restrictive legends in substantially the following form, as applicable (the “Securities Act Legend”): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY. The Purchaser understands that the book-entry designation or other instruments representing the Warrant Shares to be issued upon exercise of the Warrants, except as set forth below, shall bear a restrictive legend in substantially the same form as the Securities Act Legend. The Purchaser further understands that the legends referenced above shall be removed, and the Company shall issue, pursuant to instructions provided by the Company to the Transfer Agent, a certificate or book-entry statement without such legend to the holder of the applicable Securities
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or Warrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), only if (i) such Securities or Warrant Shares are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to a registration statement, the Purchaser agrees to only sell such Securities or Warrant Shares during such time that the registration statement is effective and not withdrawn or suspended, and only as permitted by the registration statement), (ii) such Securities or Warrant Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities or Warrant Shares are eligible for sale under Rule 144(b)(1), without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or any successor provision). For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person. l. Authorization; Enforcement; Validity. The Purchaser is a validly existing entity under the laws of Texas and has the requisite power and authority to enter into the transactions contemplated by this Agreement. This Agreement has been duly and validly authorized (as applicable), executed and delivered on behalf of the Purchaser and is the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (the “Enforceability Exceptions”). m. No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder. n. No “Bad Actor” Disqualification Events. The Purchaser represents that it is not a person of the type described in Section 506(d) of Regulation D that would disqualify the Company from engaging in a transaction pursuant to Section 506 of Regulation D. o. Anti-Money Laundering Laws. The Purchaser represents and warrants to, and covenants with, the Company that: (i) the Purchaser, its parents, subsidiaries, officers, directors, employees and partners (other than limited partners), and to the Purchaser’s knowledge, its Affiliates and agents, in each case, acting on behalf of the Purchaser in connection with this Agreement are not on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury (“Treasury”) and have not been designated by Treasury as a financial institution of primary money laundering concern subject to special measures under
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Section 311 of the USA PATRIOT Act, Pub. L. 107-56; (ii) to the Purchaser’s knowledge, the funds to be used to acquire the Securities are not derived from activities that contravene applicable anti-money laundering laws and regulations; and (iii) none of the funds to be provided by the Purchaser are being tendered on behalf of a person or entity who has not been identified to the Purchaser. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants, as of the date of this Agreement, to the Purchaser that: a. No Registration. Subject to compliance by the Purchaser with the representations and warranties set forth in Section 2 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchaser in the manner contemplated by this Agreement to register the Securities under the Securities Act. b. Organization and Qualification. Each of the Company and its subsidiaries has been duly incorporated, organized, or formed, as applicable, and is validly existing in good standing, in jurisdictions where such concept exists, under the laws of the jurisdiction in which it is incorporated, organized or formed, as applicable, and has the requisite power and authority to own and use its properties, and to carry on its business as now being conducted. Neither the Company nor any of its subsidiaries is in violation or default of any of the provisions of its respective certificate of incorporation, bylaws or other organizational documents. The Company is duly licensed or qualified to do business and is in good standing in every jurisdiction which requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably expected to have a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the condition (financial or otherwise), earnings, assets, business, operations, results of operations, or properties of the Company and its subsidiaries, taken as a whole, (ii) the authority or ability of the Company to perform its obligations under this Agreement or (iii) the rights and remedies of the Purchaser under this Agreement. c. Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement in connection with the transactions contemplated hereby, and to issue and deliver the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Securities, have been duly authorized by the Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by the Enforceability Exceptions. d. Capitalization. The authorized capital stock of the Company consists of (i) 350,000,000 shares of Common Stock, of which, as of the date hereof, 28,996,787 shares were
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outstanding and 4,080,821 shares are currently reserved for issuance pursuant to the Company’s stock option, restricted stock and stock purchase plans, including, stock options representing 3,005,747 shares of Common Stock that have been granted to employees and are currently outstanding, and restricted stock awards and restricted stock units representing 1,075,074 shares of Common Stock that are currently reserved and (ii) 5,000,000 shares of preferred stock, $0.001 par value, of which, as of the date hereof, zero shares are issued and outstanding. All of such outstanding or issuable shares of the Company have been, or upon issuance will be, validly issued and are, or upon issuance will be, fully paid and non-assessable. No shares of the capital stock of the Company are subject to preemptive rights or any other similar rights or any liens suffered or permitted by the Company. Except as disclosed in the SEC Documents, and/or waived prior to the date hereof, (A) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, or options, warrants or scrip for rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, any shares of capital stock of the Company (in each case, except for the Company’s 5.0% Convertible Senior PIK Notes due 2030 (the “Convert”)); (B) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act other than pursuant to Section 4(d) hereof; (C) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company, in each case, other than the Convert, and no other stockholder or similar agreement to which the Company is a party; (D) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the issuance of the Securities other than the Convert; and (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has made available to the Purchaser true and correct copies of its Certificate of Incorporation and Bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, and copies of any documents containing the material rights of the holders of such securities in respect thereto that are not disclosed in the SEC Documents. e. Issuance of Securities and Warrant Shares. The Shares have been duly and validly authorized and reserved for issuance and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free from and clear of all taxes, liens, claims, encumbrances and rights of refusal of any kind; and, except as disclosed in the SEC Documents, the issuance of the Shares will not be subject to any preemptive or similar rights and the Purchaser shall be entitled to all rights accorded to a holder of Common Stock. The Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements; the Warrant Shares, when issued and delivered upon
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exercise of the Warrants in accordance therewith, will be duly and validly issued, will be fully paid and nonassessable. f. No Conflicts. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”) or the Company’s Amended and Restated Bylaws, as amended and as in effect on the date hereof (the “Bylaws”); (ii) conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time or both, constitutes or would constitute a breach or default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or other remedy with respect to, any agreement, indenture or instrument to which the Company is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected, except in the case of both (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, court, or official other than (a) filings required pursuant to applicable state and federal securities laws, (b) filings pursuant to the rules and regulations of any securities exchange on which the Shares may be listed and (c) filing of the registration statement required to be filed pursuant to Section 4(d) hereof, each of which the Company has filed or undertakes to file within the applicable time. All consents, authorizations, orders, filings and registrations that the Company is or has been required to obtain as described in the preceding sentence have been obtained or effected on or prior to the date of this Agreement or shall be obtained or effected prior to the applicable due date thereafter, as provided by applicable law, this Agreement or otherwise. g. SEC Documents; Financial Statements; Sarbanes-Oxley. (i)Since June 30, 2024, the Company has filed in a timely manner all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date this representation is made (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein), collectively being hereinafter referred to as the “SEC Documents”). The Company has made the SEC Documents available to the Purchaser or its respective representatives, or filed and made the SEC Documents publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“EDGAR”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the
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SEC Documents and as to which such an amendment has not been filed and made publicly available on the SEC’s EDGAR system. Except as otherwise disclosed to the Purchaser, the Company has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. As of their respective filing dates, the consolidated financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ii)The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder (collectively, “Sarbanes- Oxley”). h. Internal Accounting Controls; Disclosure Controls and Procedures. The Company and each of its subsidiaries have established and maintained a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since July 1, 2024, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since July 1, 2024, to the Company’s Knowledge, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its subsidiaries who have a significant role in the Company’s internal controls over financial reporting. Except as disclosed in the SEC Documents, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the
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Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. i. Absence of Certain Changes. Since March 31, 2025, there have been no events, occurrences or developments that have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor, to the Company’s Knowledge, do any creditors of the Company intend to initiate involuntary bankruptcy proceedings nor, to the Company’s Knowledge, is there any fact that would reasonably lead a creditor to do so. The Company has not, since the date of the latest financial statements included within its SEC Documents, materially altered its method of accounting or the manner in which it keeps its books and records. As used in this Agreement, the “Company’s Knowledge” and similar language means, unless otherwise specified, the actual knowledge of any “officer” (as such term is defined in Rule 16a-1 under the Exchange Act) of the Company. j. Absence of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or other governmental authority pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s or its subsidiaries’ officers or directors in their capacities as such. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act. To the Company’s Knowledge, none of the directors or officers of the Company has been involved (as a plaintiff, defendant, witness or otherwise) in securities-related litigation that has had or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its subsidiaries is subject to or in default with respect to any order, writ, injunction, decree, ruling or decision of any court, commission, board or other government agency that is expressly applicable to the Company or any of its subsidiaries or any of their respective assets which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Company’s Knowledge, there are no facts or circumstances which might give rise to any of the foregoing. k. General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. l. No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions of any authority.
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m. Employee Relations. No material labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s Knowledge, is threatened or imminent. Further, to the Company’s Knowledge, there are no existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that would not reasonably be expected to have a Material Adverse Effect. n. Intellectual Property Rights. (i)Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries own or possess adequate rights to use all patents, trademarks, service marks, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (including all registrations and applications for registration of the foregoing) (collectively, the “Intellectual Property”) that is used in the conduct of their respective businesses as now conducted or as proposed in the SEC Documents to be conducted; (ii) to the Company’s Knowledge, no third party has infringed, misappropriated or otherwise violated any Intellectual Property of the Company or any of its subsidiaries; (iii) to the Company’s Knowledge, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party; and (iv) the Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with any such Intellectual Property. (ii)To the Company’s Knowledge, there has been no (x) material security breach or other material compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) or (y) event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data. The IT Systems and Data are adequate in all material respects for the operation of the business of the Company and its subsidiaries as currently conducted, and the Company has purchased sufficient number of licenses or seats for all software used by the Company and its subsidiaries that are material for the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes, all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. o. Real Property. Each of the Company and its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except as would not reasonably be expected to have a Material Adverse Effect.
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p. Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes are prudent and customary in the businesses in which the Company and its subsidiaries are engaged. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. q. Regulatory Permits and Other Regulatory Matters. The Company and its subsidiaries possess or have the right to use all licenses, certificates, permits and other authorizations required to be issued by all applicable authorities necessary to conduct their respective businesses, except for any such failure to possess as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. r. Listing. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to the Company’s Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the Nasdaq Global Select Market (the “Principal Market” or “Nasdaq”) that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. As of the date hereof, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for clearing through DTC, through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock. s. Tax Status. The Company has filed all U.S. federal, state and foreign tax returns that are required to be filed by any jurisdiction to which it is subject or has requested extensions thereof (except in any case where such failure to file would not reasonably be expected to have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other related assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except where any such failure to pay such assessment, fine or penalty is currently being contested in good faith or would not reasonably be expected to have a Material Adverse Effect.
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t. Transactions With Affiliates. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the SEC Documents that is not so described. u. Foreign Corrupt Practices and Certain Other Federal Regulations; Anti-Money Laundering Laws; Sanctions. None of the Company, any of its subsidiaries or any of their respective directors, officers or employees, nor to the Company’s Knowledge, any agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently a Person that is or that is acting for or at the direction or on behalf of a Person that is (i) the target of economic, financial or trade sanctions administered or enforced by the United States (including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department and the U.S. Department of Commerce), the United Kingdom, the European Union and its member states, the Cayman Islands and the United Nations Security Council (collectively, “Sanctions”), including any Person named on OFAC’s Specially Designated Nationals and Blocked Persons list, OFAC’s Sectoral Sanctions List or any other Sanctions-related list maintained by a Sanctions authority; (ii) located, organized or resident in any country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, and the Crimea region and the so-called Donetsk and Luhansk People’s Republics, and the Kherson and Zaporizhzhia regions of Ukraine; and on or prior to June 30, 2025, the foregoing countries and territories and Syria), whose government is the target of Sanctions (including Venezuela) or that is otherwise the target of broad Sanctions restrictions (including Afghanistan, Russia and Belarus) (collectively, “Sanctioned Country”); or (iii) owned or controlled by any such Person(s) described in clause(s) (i) and/or (ii) (such Persons described in clauses (i), (ii) or (iii), collectively, “Sanctioned Person”). Neither the Company nor any of its subsidiaries engage in or has engaged in any business, transaction, dealing or activity in, with or involving any Sanctioned Country or Sanctioned Person. Neither the Company or any of its subsidiaries, nor any of their respective directors, officers or employees, nor to the Company’s knowledge, agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company (A) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (B) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (C) violated or is in violation of in any respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, U.K. Bribery Act 2010, each as amended, or any other applicable law or regulation related to anti-bribery or anti-corruption (collectively, “Anti-Corruption Laws”); or (D) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Each of the Company and its subsidiaries and their respective directors, officers and employees, and to Borrower’s knowledge, agent, Affiliate and other persons acting on behalf of Borrower or any of its subsidiaries, have been and are in compliance with the Bank Secrecy Act, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act), Money Laundering Control Act of 1986, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Part 3 of the Criminal Finances Act 2017, the Sanctions and Anti-Money Laundering Act 2018, and all other United States and UK and any other applicable laws and
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regulations related to terrorist financing or money laundering, including know-your-customer (KYC) and financial recordkeeping and reporting requirements (collectively, “Anti-Money Laundering Laws”), Anti-Corruption Laws and Sanctions. None of the Company nor its subsidiaries, or their respective directors, officers or employees, or to Company’s knowledge, agents, Affiliates or other Persons acting on behalf of Company or any of its subsidiaries is the subject of any litigation, action, suit, proceeding, investigation, inquiry, notice, claim, dispute, allegation or voluntary disclosure pending or threatened involving a potential or actual violation of Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, and there are no facts or circumstances which might give rise to any of the foregoing. The Company has implemented and maintains policies and procedures reasonably designed to promote and achieve compliance by the Company and its subsidiaries and their respective directors, officers, employees, agents and Affiliates and other persons acting on behalf of the Company or any of its subsidiaries with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. v. No Other Agreements. The Company has not, directly or indirectly, made any agreements with the Purchaser relating to the terms or conditions of the transactions contemplated by this Agreement except as set forth in this Agreement. w. Investment Company. The Company is not, and upon the Closing will not be, an “investment company” or a company controlled by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. x. No Disqualification Events. None of the Company, any director, officer, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, or any “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the Closing (each, a “Covered Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e). y. Regulation M Compliance. The Company has not, and to its Knowledge no one acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company in a violation of Regulation M under the Exchange Act. z. Registration Rights. Except as provided in this Agreement and except as disclosed in the SEC Documents, the Company has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently. aa. Application of Takeover Protections. The Company and the Company Board have taken all necessary action in order to provide a limited waiver of (i) Section 203 of the Delaware General Corporation Law, (ii) Article XIV, Part III of the Corporation’s Certificate of Incorporation and (iii) Section 23.4 of the Stockholders’ Rights Agreement, dated as of December 29, 2020 by and between the Company and Computershare Trust Company, N.A., in each case, to
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permit Purchaser and its Affiliates to acquire and beneficially own shares of Common Stock in an aggregate amount up to the number of Shares, Warrant Shares, and any shares of Common Stock beneficially owned by Purchaser and its Affiliates as of the date hereof. 5. COVENANTS. a. Further Assurances. At or prior to the Closing, each party agrees to cooperate with each other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions hereof and compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of reasonable action to assist the other parties hereto in complying with the terms hereof. b. Listing. The Company shall use commercially reasonable efforts to maintain the listing of its Common Stock on Nasdaq and comply with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange. c. Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. The Company shall, on or before date hereof, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide promptly upon the request of the Purchaser evidence of any such action so taken. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing. d. Registration Rights. (i)Within one hundred and fifty (150) days following the Closing, the Company shall file a registration statement to register the resale from time to time of the Registrable Securities (as defined below) (the “Secondary Registration Statement”). The Company shall use its commercially reasonable efforts to have the Secondary Registration Statement declared effective by the SEC as soon as practicable after the filing thereof. The Company’s obligations to include the Registrable Securities in the Secondary Registration Statement are contingent upon the Purchaser furnishing in writing to Company such information as shall be reasonably requested by the Company to effect such registration, and the Company and the Purchaser shall execute such documents, covenants, including customary indemnification covenants, and agreements in connection with such registration as either party may reasonably request that are customary of a registrant and a selling stockholder in similar situations. The Company shall keep the Secondary Registration Statement effective pursuant to Rule 415 under the Securities Act, or any successor rule providing for offering securities on a continuous or delayed basis, for so long as any of the Shares constitute Registerable Securities. On not more than two occasions and for not more than forty-five (45) consecutive days, or for more than ninety (90) days in the aggregate, in each case in any twelve (12) month period, the Company may suspend the use of the Secondary Registration Statement if it (A) reasonably determines that it
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would be required to make disclosure of material information in the Secondary Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (B) reasonably determines it must amend or supplement the Secondary Registration Statement or the related prospectus so that such Secondary Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading or (C) has experienced or is experiencing some other material nonpublic event, including a pending transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely affect the Company. (ii)In connection with the Company’s obligations in this Section 4(d), the Company shall use its commercially reasonable efforts to (A) furnish to the Purchaser copies of all documents prepared to be filed and make such changes in such documents concerning the Purchaser prior to the filing thereof as the Purchaser, or its counsel, may reasonably request, (B) prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final prospectus and (C) enter into such customary agreements and take all such other actions as the Purchaser reasonably requests in order to expedite or facilitate the Registration. (iii)For purposes of this Agreement, “Registrable Securities” means the Shares, the Warrant Shares and any other Common Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Shares and the Warrant Shares; provided, however, that any such securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with respect thereto) upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the SEC under the Securities Act and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144, or (D) such securities are no longer outstanding. e. Piggyback Rights. In the event that the Company shall determine to prepare and file a registration statement on Form S-3, or any other appropriate form on which the Registrable Securities may be registered for resale by the Purchaser, whether or not on a continuous basis pursuant to Rule 415 under the Securities Act, which such registration statement may include shares that may be offered by the Company (the “Subsequent Registration Statement”), and has not previously filed a Secondary Registration Statement, and provided that any Registrable Securities remain outstanding at such time, the Company shall: (i) notify the Purchaser of such determination; and (ii) if, within ten (10) days after receipt of such notice, the Purchaser requests in writing to include all or any part of its Registrable Securities in such Subsequent Registration Statement, include the Registrable Securities as so requested by the Purchaser. Notwithstanding the foregoing and for avoidance of doubt, the Company may, but shall not be required to, file a Subsequent Registration Statement pursuant to this Agreement. If a Subsequent Registration
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Statement is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration by the Purchaser which, in the opinion of such underwriters, can be sold, without any such adverse effect, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. If a Subsequent Registration Statement is an underwritten secondary registration on behalf of holders of the Company’s equity securities (other than pursuant to Section 4(d) hereof), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities which, in the opinion of the underwriters, can be sold without any such adverse effect, on a pro rata basis and (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect. The Company will have the right to terminate or withdraw any registration initiated by it under this Section 4(e), whether or not any holder of Registrable Securities has elected to include securities in such registration. f. Expenses. At the Closing, the Company shall reimburse the Purchaser for its reasonable and documented out-of-pocket expenses, including, but not limited to, reasonable and documented attorneys’ fees, relating to negotiating and preparing this Agreement. At the time the Company files the Secondary Registration Statement as described in Section 4(d) hereof, the Company shall reimburse the Purchaser for reasonable and documented attorneys’ fees relating to the filing of the Secondary Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto, in an amount not to exceed $25,000 per each such filing of the Secondary Registration Statement and amendment and supplement thereto. Following the Closing, the Company shall reimburse the Purchaser for its reasonable and documented out-of- pocket expenses related to preparing required initial filings under Section 13 or Section 16 of the Exchange Act relating to the transactions contemplated by this Agreement or the securities purchased hereunder. g. Disclosure of Transactions and Other Material Information. Subject to the terms of Section 4(h) hereof, the Company shall (i) issue a press release disclosing all the material terms of the transactions contemplated by this Agreement and (ii) file, within the timeframe required under applicable SEC rules, a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement and file this Agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025. Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby prior to the date hereof.
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h. Confidentiality. It is understood and agreed that the Company may engage in advertisement or promotion in connection with this Agreement (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise). The Company agrees that it will permit the Purchaser to review and approve (such approval not to be unreasonably withheld) any reference to the Purchaser or any of its respective Affiliates in connection with this Agreement and the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release, provided that no consent shall be required for any information substantially similar to information for which prior consent has been provided. Notwithstanding the foregoing, with respect to any disclosure referencing to the Purchaser or any of its respective Affiliates in connection with this Agreement and the transactions hereby that is required by applicable law, the Company agrees that it will permit the Purchaser to review and comment on (but not approve) such disclosure prior to public release, it being understood that the Company shall not be required to provide such review to the extent the disclosure is substantially similar to a disclosure previously reviewed by the Purchaser pursuant to this paragraph and the Company shall not be required to accept any comment that it believes in good faith would conflict with its disclosure obligations under applicable law. Notwithstanding anything to the contrary herein, the Company shall not, without the Purchaser’s prior written consent, include the names or identities of any of the Persons listed on Schedule I in any press release, report or filing contemplated under Sections 4(g) and 4(h) hereof or otherwise unless required applicable laws, rules or regulations. i. No Integrated Offering. Neither the Company nor any of its subsidiaries, nor any Affiliates of the foregoing or any Person acting on the behalf of any of the foregoing, shall, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under any circumstances that would require registration of any of the Securities under the Exchange Act or require stockholder approval of the issuance of any of the Securities. j. Director Appointment. So long as the Purchaser together with its Affiliates continue to own at least 2,000,000 shares of the Common Stock (the “Director Appointment Right Threshold”) after giving effect to the number of Warrant Shares issuable upon exercise of the Warrants (provided, that if, and as often as, there are any changes in the shares of Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Section 4(j), as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Securities as so changed), the Purchaser shall have the right to designate one (1) person (the “Purchaser Director”) to be appointed as a director on the Company Board; provided that the Purchaser Director must qualify as an independent director under Nasdaq independence rules and is reasonably acceptable to the Company Board. The initial Purchaser Director designated by the Purchaser is Booker Smith. The Company shall take all necessary and desirable actions (including for the avoidance of doubt, making any necessary amendments to any applicable shareholder agreement or operating agreement) such that at Closing, the Purchaser Director shall be appointed as a director of the Company to serve as a director of the Company until his successor is duly elected and qualified, subject to his earlier death, resignation, disqualification or removal (including by reason of the ownership of Purchaser together with its Affiliates in the Common
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Stock falling below the Director Appointment Right Threshold). Subsequent to the initial appointment, the Company shall include the Purchaser Director in its annual proxy materials delivered to stockholders in connection with each annual or special meeting of stockholders at which directors are to be elected and shall recommend the Purchaser Director for election in the same manner as other nominees approved by the Company Board. If, following election to the Company Board, the Purchaser Director dies, resigns, is disqualified or is removed and the Purchaser then has the right to nominate a Purchaser Director pursuant to this Section 4(j), then the Purchaser shall be entitled to nominate a replacement Purchaser Director. The Purchaser Director shall be entitled to reimbursement of his or her reasonable and documented out-of-pocket expenses incurred in connection with attendance of meetings of the Company Board in person in the same manner as the other non-employee directors of the Company Board and in accordance with the Company’s policy for such matters applicable to non-employee directors. The Purchaser Director shall be entitled to the same rights, privileges, and protections, including but not limited to indemnification and advancement of expenses, as are provided to the other independent directors of the Company. The Purchaser Director shall be entitled to participate in the non-employee director compensation program (or a substantially equivalent program) of the Company Board. Such rights shall be no less favorable than those afforded to any other independent director serving on the Company Board. For so long as the Purchaser has the right, pursuant to this Section 4(j), to appoint the Purchaser Director, the Company shall deliver to the Purchaser Director copies of all materials provided to the Company Board or any committee thereof which the Purchaser Director serves on, to the extent and at substantially the same time as provided to the other directors of the Company Board or to the other directors of the Company Board serving on such committee, as applicable. k. Reporting Status. The Company shall timely (including by giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act from the date of this Agreement until the first date on which any of the following events occur: (i) the Secondary Registration Statement with respect to the sale of the Registrable Securities has become effective under the Securities Act and all of the Registrable Securities are disposed of in accordance with the Secondary Registration Statement; (ii) all of the Registrable Securities are sold in accordance with Rule 144 or an applicable exemption from registration under the Securities Act; (iii) all of the Registrable Securities are eligible to be sold by the holder thereof pursuant to Rule 144 without limitation, restriction or condition (including any current public information requirement) thereunder; or (iv) all of the Registrable Securities are sold to the Company. 6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company to issue and sell the Securities to the Purchaser at the Closing is subject to the satisfaction, on or before the date hereof, of each of the following conditions: a. The Purchaser shall have executed this Agreement and delivered the same to the Company. b. The Purchaser shall have delivered to the Company the Aggregate Purchase Price for the Securities being purchased by the Purchaser at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
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c. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 7. CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE. The obligation of the Purchaser hereunder to purchase the Securities from the Company at the Closing is subject to the satisfaction, at or before the date hereof, of each of the following conditions: a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b. The Company shall have filed with Nasdaq a Listing of Additional Shares Notification Form for the listing of the Shares and the Warrant Shares. c. The Company shall have delivered to the Purchaser a certificate evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the Secretary of State (or other applicable authority) of such state within five (5) Business Days of Closing. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. d. The Company shall have delivered to the Purchaser a certificate, executed by the Secretary of the Company and dated as of the date hereof, as to (i) the Company Board resolutions relating to the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereunder; (ii) the Certificate of Incorporation; and (iii) the Bylaws. e. The Company shall have appointed the Purchaser Director to its boards of directors pursuant to Section 4(j) hereof. f. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. g. The Company shall have executed and delivered the Transfer Instructions with respect to the Shares being purchased by the Purchaser at the Closing to the Transfer Agent and delivered a copy thereof to the Purchaser. h. The Company shall have executed and delivered to the Purchaser an indemnification agreement for the benefit of the Purchaser Director, dated as of the Closing, on substantially the same form as provided to the other independent directors of the Company. 8. INDEMNIFICATION. a. Company Indemnification Obligation. In consideration of the Purchaser’s execution and delivery of this Agreement and acquiring the Securities and in addition to all of the
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Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Purchaser and its Affiliates, officers, directors, members, managers and employees, as applicable (collectively, the “Indemnitees”), from and against any and all actions, causes of action, suits, claims, proceedings, appeals, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith, and including reasonable and documented attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising out of, or relating to (i) any material misrepresentation or material breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (ii) any material breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (iii) the execution, delivery, performance or enforcement of this Agreement in accordance with the terms hereof or thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates), or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Secondary Registration Statement, any post-effective amendment thereto or any related prospectus as amended or supplemented, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements made therein in the light of the circumstances under which they are made not misleading, except, in each case, to the extent (x) any Indemnified Liabilities resulted from such Indemnitee’s gross negligence, willful misconduct or fraud, (y) any Indemnified Liabilities arise out of, or are based upon or resulted from any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to the Purchaser furnished to the Company by the Purchaser expressly for use therein or (z) that a loss, claim, damage or liability is attributable to the Purchaser’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity in this Section 7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party. b. Indemnification Procedures. Each Indemnitee shall (i) give prompt written notice to the Company of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Company of any liability, except to the extent that the Company is prejudiced in its ability to defend such claim) and (ii) permit the Company to assume the defense of such claim with counsel selected by the Company and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Company has agreed in writing to pay such fees and expenses, or (B) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Company with respect to such claims (in which case, if the Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim on behalf of the
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Indemnitee). If the Company assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by the Company, the Company shall not without the Indemnitee’s consent, and no Indemnitee shall be required by the Company to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability, culpability or fault to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, the Company shall not consent to entry of any judgment or enter into any settlement which provides for any obligation or restriction on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Company. If requested by the Company, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Company and its counsel in contesting any claim that the Company elects to contest. 9. GOVERNING LAW; MISCELLANEOUS. a. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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b. Counterparts; Execution. This Agreement may be signed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. c. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. d. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. e. Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior oral or written agreements among the Purchaser, the Company, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect to the matters covered herein and therein. No provision of this Agreement may be waived, modified, supplemented or amended other than by an instrument in writing signed by the Company and by the Purchaser. No failure or delay on the part of a party in either exercising or enforcing any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall be deemed a waiver of any other right. f. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered upon receipt, when delivered via email, personally or by a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. Further, any such notices, consents, waivers or other communications to the Purchaser must include notice via electronic mail. The addresses for such communications shall be: If to the Company: Great Elm Group, Inc. 800 Boylston Street, Suite 900 Boston, MA 02199 Attention: Adam M. Kleinman Email: [*********@............com] With an additional copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue
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New York, NY 10017 Attention: Hillary Coleman Email: [***************@*********.com] If to the Purchaser: Woodstead Value Fund, L.P. 500 Frank W Burr Boulevard, Floor 7 Teaneck, NJ 07666 Attention: Booker Smith and Charles Gargano Email: [******@********.com] and [********@********.com] With an additional copy to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attention: David L. Perechocky Email: [***********@**********.com] g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any purchasers of the Securities. Neither party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. h. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and, to the extent provided in Section 7 hereof, each Indemnitee, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. i. Survival. The representations and warranties of the Company and the Purchaser contained in Sections 2 and 3 hereof, the agreements and covenants set forth in Section 4 hereof and this Section 8, and the indemnification provisions set forth in Section 7 hereof, shall survive the Closing. j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. k. Remedies. The parties hereto agree that (i) irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and (ii) money damages or other legal remedies would not be an adequate remedy for any such harm. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.
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* * * * * *
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IN WITNESS WHEREOF, the Purchaser and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: GREAT ELM GROUP, INC. By: Name: Title:
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PURCHASER: WOODSTEAD VALUE FUND, L.P. By: Name: Title:
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Exhibit A [See Attached]
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Exhibit B [See Attached]
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Schedule I Randall D. Smith Smith Management LLC Alden Global Capital
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Exhibit 10.22 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. GREAT ELM GROUP, INC. W ARRANT T O P URCHASE C OMMON S TOCK Warrant Tranche: Series A Number of Shares of Common Stock: 1,000,000 Date of Issuance: August 27, 2025 (“Original Issuance Date”) Great Elm Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Woodstead Value Fund, L.P., a Texas limited partnership, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock, or a portion hereof (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the one (1) year anniversary of the Original Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ONE MILLION (1,000,000) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14. This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the Original Issuance Date by and among the Company and Holder (the “SPA”). 1. EXERCISE OF WARRANT. (a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date and prior to the Expiration Date, in whole or in part (but not as to fractional shares), by delivery to the Company of (i) a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
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completed and duly signed, and (ii) payment of the Aggregate Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised as set forth in the Exercise Notice. No ink original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise, but in any event within five (5) Trading Days of the issuance of the Warrant Shares pursuant to such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price (as defined in Section 1(b) hereof) (the date upon which the Company has received the Exercise Notice and such Aggregate Exercise Price, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice. On or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price prior to such Trading Day, the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the FAST Program or if the certificates (or book entry shares) are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address specified in the Exercise Notice, a certificate, or at the request of the Holder in book entry form, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise, and in the case of book entry shares, deliver evidence of such issuance to the Holder. Upon delivery of the Exercise Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates (or evidence of book entry shares) evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d) of this Warrant) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any Transfer (as defined below) involved in the
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registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or Transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares as required by this Section 1(a), then the Holder will have the right to rescind such exercise. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Aggregate Exercise Price as provided above shall constitute the Holder’s certification to the Company that, its representations contained in Sections 2(a) to 2(i), 2(k), 2(n) and 2(o) of the SPA are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the SPA, such transferee Holder’s certification to the Company that the representations contained in Sections 2(a) to 2(i), 2(k), 2(n) and 2(o) of the SPA, as applied to such transferee Holder, are true and correct as to such transferee Holder as of the Exercise Date). The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. (b) Payment of Exercise Price. Within two (2) Trading Days of the delivery of an Exercise Notice, the Holder shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds. (c) Exercise Price. For purposes of this Warrant, “Exercise Price” means $3.50 with respect to the Warrant Shares. (d) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed. (e) Legend. All Warrant Shares issued upon exercise of this Warrant (unless such shares are registered under the Securities Act or the Company determines that a legend is otherwise not required) shall be stamped or imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.”
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Upon the reasonable request of the Holder at any time and from time to time, and subject to delivery of customary representation, broker letters and an opinion reasonably satisfactory to the Company rendered by counsel reasonably acceptable to the Company, the Company shall promptly remove such legend from any certificate (or book entry shares) representing the Warrant Shares (or issue one or more new certificates or book entry records representing such Warrant Shares, which certificate(s) or book entry record(s) shall not contain a legend), if (i) such Warrant Shares are sold or transferred pursuant to a registration statement or Rule 144 (assuming the transferor is not an Affiliate of the Company), or (ii) such Warrant Shares are eligible for sale under Rule 144 without regard to the volume, notice, manner of sale or current public information requirements of Rule 144. Should the Company require an opinion of counsel in connection with the removal of such legend, the Company shall bear the reasonable costs and expenses incurred by the Holder in connection with obtaining such opinion. (f) Limitation on Exercise. No amount of less than 100,000 Warrant Shares will be issued in connection with any exercise of this Warrant; provided, however, that if less than 100,000 Warrant Shares are issuable upon exercise of the remaining unexercised portion of this Warrant, the Holder may exercise such remaining unexercised portion of this Warrant pursuant to one Exercise Notice. 2. [RESERVED]. 3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Subdivisions, Combinations, and Other Issuances. If the Company shall, at any time while this Warrant is outstanding and prior to the expiration of this Warrant, subdivide its outstanding Common Stock by split-up or otherwise, combine its outstanding Common Stock, or issue additional Common Stock as a dividend or distribution with respect to any outstanding Common Stock, the number of Warrant Shares issuable upon the exercise of this Warrant shall be proportionately increased, in the case of a subdivision or dividend or distribution, or proportionately decreased in the case of a combination. The Exercise Price in effect prior to such combination, distribution, or subdivision shall forthwith be proportionately decreased in the case of a subdivision or dividend or distribution, or proportionately increased in the case of a combination, but the Aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 3(a) shall become effective, as applicable, at the close of business on the date the subdivision or combination becomes effective, or as of the record date for the determination of shareholders entitled to receive such dividend or distribution or if no record date is fixed, upon the making of such dividend or distribution. (b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, except pursuant to the Stockholders’ Rights Agreement, dated as of December 29, 2020, by and between the Corporation and Computershare Trust Company, N.A., if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of shares of Common Stock (the “Purchase Rights”) pursuant to an offer of such Purchase Rights made to all
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record holders of shares of Common Stock, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. (c) Adjustments. The adjustments required by Section 3 herein shall be made whenever and as often as any specified event requiring an adjustment shall occur. (d) Notice of Adjustment. Whenever an adjustment pursuant to any provision of this Section 3 has occurred, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. 4. FUNDAMENTAL TRANSACTIONS. (a) Fundamental Transactions. At any time while this Warrant is outstanding and prior to the expiration of this Warrant, in case of a Fundamental Transaction, the Holder shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities or property (including cash) receivable upon the occurrence of such Fundamental Transaction that the Holder would have received if the Holder had exercised his, her or its Warrant(s) immediately prior to such event. Notwithstanding the foregoing, in the event that the Company enters into or becomes party to a Fundamental Transaction in accordance with this Section 4(a), in which the consideration to be received by all of the Company’s stockholders consists solely of cash, solely of Marketable Securities, or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), which for the avoidance of doubt shall not include a Fundamental Transaction in which the consideration to be received by any of the Company’s stockholders consists of consideration other than cash or Marketable Securities, including an equity rollover, the Holder may elect, by giving notice to the Company within fifteen (15) calendar days after receiving notice of such Cash/Public Acquisition pursuant to this Section 4, to exchange this Warrant for the kind and amount of cash or Marketable Securities payable at the closing of such Cash/Public Acquisition which the Holder would have received with respect to the Warrant Shares issuable upon the exercise of this Warrant if the Holder had exercised this Warrant on a cashless basis immediately prior to the occurrence of such Cash/Public Acquisition. In the event that the Company enters into or becomes party to a Fundamental Transaction, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear on the books of the Company, at least fifteen (15) calendar days prior to the applicable record or effective date of such Fundamental Transaction, a notice stating the date on which such Fundamental Transaction is expected to become effective or close, and the date as of which it is
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expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon consummation of such Fundamental Transaction; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the Fundamental Transaction required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. (b) Applicability to Successive Transactions. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the exercise of this Warrant. 5. COMPANY COVENANTS. (a) Reservation of Shares. The Company shall, at all times while this Warrant is outstanding and prior to the expiration of this Warrant, reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. No further approval or authority of the stockholders of the Board is required for the issuance of the Warrant Shares. 6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 7. REISSUANCE OF WARRANTS. (a) Transfer of Warrant. This Warrant shall not be sold, transferred, assigned, pledged, hypothecated or otherwise transferred (“Transfer”, “Transferred” or “Transferring”) and the Warrant Shares shall not be Transferred except with the Company’s prior written consent, unless the Warrant or the Warrant Shares have been registered pursuant to the Securities Act, provided however that the Holder may assign its rights under this Warrant to any of its respective Affiliates, so long as such transfer complies with the Securities Act and applicable state securities laws and such Holder provides prior written notice to the Company of any such assignment, and such Holder shall remain responsible for the performance of the obligations of such Affiliate hereunder. If this Warrant is to be Transferred, the Holder shall surrender this Warrant to the Company and deliver the completed and executed Assignment Form, in the form
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attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being Transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being Transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being Transferred. The Holder agrees that in connection with any Transfer of the Warrant or the Warrant Shares it will deliver customary representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company. (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in reasonable and customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant. (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(a) or Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given. (d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, do not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Original Issuance Date, and (iv) shall have the same rights and conditions as this Warrant. 8. NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or e-mail or (b) if delivered from outside the United States, by International Federal Express, facsimile or e-mail, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business
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Days after so mailed and (iv) if delivered by facsimile or e-mail, upon electronic confirmation of receipt, and will be delivered and addressed as follows: (i) if to the Company, to: Great Elm Group, Inc. 800 Boylston St, Suite 900 Boston, MA 02199 Attn: Adam M. Kleinman E-Mail: [*********@............com] with a copy to: Davis Polk & Wardwell LLP 450 Lexington Ave New York, New York 10017 Attn: Hillary Coleman E-Mail: [***************@*********.com] (ii) if to the Holder, at the address of the Holder appearing on the books of the Company. 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. Any such amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants. 10. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
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by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. 12. [RESERVED]. 13. [RESERVED]. 14. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings: (a) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person. (b) “Bloomberg” means Bloomberg Financial Markets. (c) “Board” means the board of directors of the Company. (d) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. (e) “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock. (f) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. (g) “Expiration Date” means the tenth (10th) anniversary of the Exercisability Date or, if such date falls on a Holiday, the next date that is not a Holiday. (h) “Fundamental Transaction” means (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company and its wholly owned subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares representing more than 50% of the then-total outstanding combined voting power of the Company, (b) the sale, lease, exclusive license, or other disposition,
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in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company, or (c) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company. (i) “Holiday” means a day other than a Trading Day or another day on which trading does not take place on the Principal Market. (j) “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is, or after completion of the transaction will be, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and is then current in its filing of all required reports and other information under the Securities Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by the Holder in connection with the applicable Fundamental Transaction, were the Holder to exercise this Warrant on or prior to the closing thereof, is then traded in a trading market, and (iii) following the closing of the applicable Fundamental Transaction, the Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by the Holder in such Fundamental Transaction were the Holder to exercise this Warrant in full on or prior to the closing of such Fundamental Transaction, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations and (y) does not extend beyond six (6) months from the closing of such Fundamental Transaction. (k) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities. (l) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. (m) “Principal Market” means The NASDAQ Capital Market or, if not then listed on The NASDAQ Capital Market, the principal other national securities exchange on which the Common Stock is then listed. (n) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time). [Signature Page Follows]
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[Signature Page to Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Original Issuance Date set out above. GREAT ELM GROUP, INC. By: ____________________ Name: Title:
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A-1 EXHIBIT A EXERCISE NOTICE TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK GREAT ELM GROUP, INC. The undersigned Holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Great Elm Group, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. 1. Form of Exercise Price. Payment of the Exercise Price shall be made in cash or wire transfer of immediately available funds with respect to ____________Warrant Shares. 2. Payment of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant. 3. Delivery of Warrant Shares. The Company shall deliver to the Holder __________ Warrant Shares in accordance with the terms of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title:
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C-1 EXHIBIT B ASSIGNMENT FORM GREAT ELM GROUP, INC. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Dated: _______________ __, ______ Holder’s Signature: Holder’s Address: NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
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Exhibit 10.23 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. GREAT ELM GROUP, INC. W ARRANT T O P URCHASE C OMMON S TOCK Warrant Tranche: Series B Number of Shares of Common Stock: 1,000,000 Date of Issuance: August 27, 2025 (“Original Issuance Date”) Great Elm Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Woodstead Value Fund, L.P., a Texas limited partnership, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock, or a portion hereof (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the three (3) year anniversary of the Original Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ONE MILLION (1,000,000) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14. This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of the Original Issuance Date by and among the Company and Holder (the “SPA”). 1. EXERCISE OF WARRANT. (a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date and prior to the Expiration Date, in whole or in part (but not as to fractional shares), by delivery to the Company of (i) a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
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completed and duly signed, and (ii) payment of the Aggregate Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised as set forth in the Exercise Notice. No ink original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise, but in any event within five (5) Trading Days of the issuance of the Warrant Shares pursuant to such exercise. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price (as defined in Section 1(b) hereof) (the date upon which the Company has received the Exercise Notice and such Aggregate Exercise Price, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice. On or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price prior to such Trading Day, the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the FAST Program or if the certificates (or book entry shares) are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address specified in the Exercise Notice, a certificate, or at the request of the Holder in book entry form, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise, and in the case of book entry shares, deliver evidence of such issuance to the Holder. Upon delivery of the Exercise Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates (or evidence of book entry shares) evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d) of this Warrant) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any Transfer (as defined below) involved in the
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registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or Transferring this Warrant or receiving Warrant Shares upon exercise hereof. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares as required by this Section 1(a), then the Holder will have the right to rescind such exercise. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Aggregate Exercise Price as provided above shall constitute the Holder’s certification to the Company that, its representations contained in Sections 2(a) to 2(i), 2(k), 2(n) and 2(o) of the SPA are true and correct as of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the SPA, such transferee Holder’s certification to the Company that the representations contained in Sections 2(a) to 2(i), 2(k), 2(n) and 2(o) of the SPA, as applied to such transferee Holder, are true and correct as to such transferee Holder as of the Exercise Date). The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. (b) Payment of Exercise Price. Within two (2) Trading Days of the delivery of an Exercise Notice, the Holder shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds. (c) Exercise Price. For purposes of this Warrant, “Exercise Price” means $5.00 with respect to the Warrant Shares. (d) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed. (e) Legend. All Warrant Shares issued upon exercise of this Warrant (unless such shares are registered under the Securities Act or the Company determines that a legend is otherwise not required) shall be stamped or imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW.”
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Upon the reasonable request of the Holder at any time and from time to time, and subject to delivery of customary representation, broker letters and an opinion reasonably satisfactory to the Company rendered by counsel reasonably acceptable to the Company, the Company shall promptly remove such legend from any certificate (or book entry shares) representing the Warrant Shares (or issue one or more new certificates or book entry records representing such Warrant Shares, which certificate(s) or book entry record(s) shall not contain a legend), if (i) such Warrant Shares are sold or transferred pursuant to a registration statement or Rule 144 (assuming the transferor is not an Affiliate of the Company), or (ii) such Warrant Shares are eligible for sale under Rule 144 without regard to the volume, notice, manner of sale or current public information requirements of Rule 144. Should the Company require an opinion of counsel in connection with the removal of such legend, the Company shall bear the reasonable costs and expenses incurred by the Holder in connection with obtaining such opinion. (f) Limitation on Exercise. No amount of less than 100,000 Warrant Shares will be issued in connection with any exercise of this Warrant; provided, however, that if less than 100,000 Warrant Shares are issuable upon exercise of the remaining unexercised portion of this Warrant, the Holder may exercise such remaining unexercised portion of this Warrant pursuant to one Exercise Notice. 2. [RESERVED]. 3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Subdivisions, Combinations, and Other Issuances. If the Company shall, at any time while this Warrant is outstanding and prior to the expiration of this Warrant, subdivide its outstanding Common Stock by split-up or otherwise, combine its outstanding Common Stock, or issue additional Common Stock as a dividend or distribution with respect to any outstanding Common Stock, the number of Warrant Shares issuable upon the exercise of this Warrant shall be proportionately increased, in the case of a subdivision or dividend or distribution, or proportionately decreased in the case of a combination. The Exercise Price in effect prior to such combination, distribution, or subdivision shall forthwith be proportionately decreased in the case of a subdivision or dividend or distribution, or proportionately increased in the case of a combination, but the Aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 3(a) shall become effective, as applicable, at the close of business on the date the subdivision or combination becomes effective, or as of the record date for the determination of shareholders entitled to receive such dividend or distribution or if no record date is fixed, upon the making of such dividend or distribution. (b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, except pursuant to the Stockholders’ Rights Agreement, dated as of December 29, 2020, by and between the Corporation and Computershare Trust Company, N.A., if at any time the Company grants, issues or sells any Common Stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of shares of Common Stock (the “Purchase Rights”) pursuant to an offer of such Purchase Rights made to all
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record holders of shares of Common Stock, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. (c) Adjustments. The adjustments required by Section 3 herein shall be made whenever and as often as any specified event requiring an adjustment shall occur. (d) Notice of Adjustment. Whenever an adjustment pursuant to any provision of this Section 3 has occurred, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. 4. FUNDAMENTAL TRANSACTIONS. (a) Fundamental Transactions. At any time while this Warrant is outstanding and prior to the expiration of this Warrant, in case of a Fundamental Transaction, the Holder shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of common stock or other securities or property (including cash) receivable upon the occurrence of such Fundamental Transaction that the Holder would have received if the Holder had exercised his, her or its Warrant(s) immediately prior to such event. Notwithstanding the foregoing, in the event that the Company enters into or becomes party to a Fundamental Transaction in accordance with this Section 4(a), in which the consideration to be received by all of the Company’s stockholders consists solely of cash, solely of Marketable Securities, or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), which for the avoidance of doubt shall not include a Fundamental Transaction in which the consideration to be received by any of the Company’s stockholders consists of consideration other than cash or Marketable Securities, including an equity rollover, the Holder may elect, by giving notice to the Company within fifteen (15) calendar days after receiving notice of such Cash/Public Acquisition pursuant to this Section 4, to exchange this Warrant for the kind and amount of cash or Marketable Securities payable at the closing of such Cash/Public Acquisition which the Holder would have received with respect to the Warrant Shares issuable upon the exercise of this Warrant if the Holder had exercised this Warrant on a cashless basis immediately prior to the occurrence of such Cash/Public Acquisition. In the event that the Company enters into or becomes party to a Fundamental Transaction, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear on the books of the Company, at least fifteen (15) calendar days prior to the applicable record or effective date of such Fundamental Transaction, a notice stating the date on which such Fundamental Transaction is expected to become effective or close, and the date as of which it is
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expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon consummation of such Fundamental Transaction; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the Fundamental Transaction required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. (b) Applicability to Successive Transactions. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the exercise of this Warrant. 5. COMPANY COVENANTS. (a) Reservation of Shares. The Company shall, at all times while this Warrant is outstanding and prior to the expiration of this Warrant, reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. No further approval or authority of the stockholders of the Board is required for the issuance of the Warrant Shares. 6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 7. REISSUANCE OF WARRANTS. (a) Transfer of Warrant. This Warrant shall not be sold, transferred, assigned, pledged, hypothecated or otherwise transferred (“Transfer”, “Transferred” or “Transferring”) and the Warrant Shares shall not be Transferred except with the Company’s prior written consent, unless the Warrant or the Warrant Shares have been registered pursuant to the Securities Act, provided however that the Holder may assign its rights under this Warrant to any of its respective Affiliates, so long as such transfer complies with the Securities Act and applicable state securities laws and such Holder provides prior written notice to the Company of any such assignment, and such Holder shall remain responsible for the performance of the obligations of such Affiliate hereunder. If this Warrant is to be Transferred, the Holder shall surrender this Warrant to the Company and deliver the completed and executed Assignment Form, in the form
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attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being Transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being Transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being Transferred. The Holder agrees that in connection with any Transfer of the Warrant or the Warrant Shares it will deliver customary representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company. (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in reasonable and customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant. (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(a) or Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given. (d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, do not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Original Issuance Date, and (iv) shall have the same rights and conditions as this Warrant. 8. NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or e-mail or (b) if delivered from outside the United States, by International Federal Express, facsimile or e-mail, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business
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Days after so mailed and (iv) if delivered by facsimile or e-mail, upon electronic confirmation of receipt, and will be delivered and addressed as follows: (i) if to the Company, to: Great Elm Group, Inc. 800 Boylston St, Suite 900 Boston, MA 02199 Attn: Adam M. Kleinman E-Mail: [*********@............com] with a copy to: Davis Polk & Wardwell LLP 450 Lexington Ave New York, New York 10017 Attn: Hillary Coleman E-Mail: [***************@*********.com] (ii) if to the Holder, at the address of the Holder appearing on the books of the Company. 9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. Any such amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants. 10. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any New York State or federal court of the United States of America sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
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by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. 12. [RESERVED]. 13. [RESERVED]. 14. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings: (a) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person. (b) “Bloomberg” means Bloomberg Financial Markets. (c) “Board” means the board of directors of the Company. (d) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. (e) “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock. (f) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. (g) “Expiration Date” means the tenth (10th) anniversary of the Exercisability Date or, if such date falls on a Holiday, the next date that is not a Holiday. (h) “Fundamental Transaction” means (a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company and its wholly owned subsidiaries, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares representing more than 50% of the then-total outstanding combined voting power of the Company, (b) the sale, lease, exclusive license, or other disposition,
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in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company, or (c) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company. (i) “Holiday” means a day other than a Trading Day or another day on which trading does not take place on the Principal Market. (j) “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is, or after completion of the transaction will be, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and is then current in its filing of all required reports and other information under the Securities Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by the Holder in connection with the applicable Fundamental Transaction, were the Holder to exercise this Warrant on or prior to the closing thereof, is then traded in a trading market, and (iii) following the closing of the applicable Fundamental Transaction, the Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by the Holder in such Fundamental Transaction were the Holder to exercise this Warrant in full on or prior to the closing of such Fundamental Transaction, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations and (y) does not extend beyond six (6) months from the closing of such Fundamental Transaction. (k) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities. (l) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. (m) “Principal Market” means The NASDAQ Capital Market or, if not then listed on The NASDAQ Capital Market, the principal other national securities exchange on which the Common Stock is then listed. (n) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time). [Signature Page Follows]
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[Signature Page to Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Original Issuance Date set out above. GREAT ELM GROUP, INC. By: ____________________ Name: Title:
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A-1 EXHIBIT A EXERCISE NOTICE TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK GREAT ELM GROUP, INC. The undersigned Holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Great Elm Group, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. 1. Form of Exercise Price. Payment of the Exercise Price shall be made in cash or wire transfer of immediately available funds with respect to ____________Warrant Shares. 2. Payment of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant. 3. Delivery of Warrant Shares. The Company shall deliver to the Holder __________ Warrant Shares in accordance with the terms of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title:
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C-1 EXHIBIT B ASSIGNMENT FORM GREAT ELM GROUP, INC. (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Dated: _______________ __, ______ Holder’s Signature: Holder’s Address: NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
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Exhibit 10.24 Execution Version This First Amendment to Letter Agreement, dated May 12, 2026 (this “Amendment”) is by and among the entities listed on Schedule I attached to the Profits Agreement (as defined below) (each, an “Investor” and together, the “Investors”), Great Elm Real Estate Ventures, LLC, a Delaware limited liability company (“GEG Ventures”), and Great Elm Group, Inc., a Delaware corporation (“GEG”). The Investors and GEG Ventures are referred to herein as the “Parties,” and each, a “Party.” Reference is hereby made to that certain Loan Agreement (the “Loan Agreement”), dated July 31, 2025 (as amended from time to time), among Monomoy Properties REIT, LLC (the “Borrower”), certain funds managed by Kennedy Lewis Investment Management, LLC, as lenders (collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as administrative agent for the Lenders Whereas, the Investors, GEG Ventures and GEG are party to that certain letter agreement, dated July 31, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Profits Agreement”); and Whereas, capitalized terms used herein without definition shall have the meaning assigned to such terms in the Profits Agreement. Now therefore, in consideration of the mutual promises of the Parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and among the Parties hereto to amend the Profits Agreement as follows: Section 1 of the Profits Agreement entitled “Profits Interest” shall be amended and restated in its entirety as follows: 1. Profit Interest. If and when GEG Ventures makes any distribution in respect of its common equity interests (the “Common Interests”), GEG Ventures shall pay to the Investors in the respective amounts set forth on Schedule I attached hereto, at the same time as such distributions, an amount equal to its Profit Interest Percentage of the aggregate amount of such distributions and such payment hereunder. “Profit Interest Percentage” shall mean 15.00%; provided that the Profit Interest Percentage shall increase by 2.00% upon the funding of $50,000,000 of the DDTL Commitments (as defined in the Loan Agreement, dated July 31, 2025, among Monomoy Properties REIT, LLC, as borrower, certain funds managed by Kennedy Lewis Investment Management, LLC, as lenders (collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as administrative agent for the Lenders, for a maximum Profit Interest Percentage of 17.00%. This Amendment shall be effective upon: (a) receipt by each of the Parties of a fully executed copy of this Amendment; (b) receipt by the Administrative Agent, on or before May 12, 2026, of a Borrowing Request (as defined in the Loan Agreement), which specifies therein that: (i) the Borrower is requesting DDTL loans (such DDTL loans, the “Borrowing”); (ii) the requested date of the Borrowing (the “Funding Date”) is a date on or prior to May 22, 2026; and (iii) the aggregate principal amount of the Borrowing is equal to $50,000,000; (c) the occurrence of the funding of the Borrowing by the Lenders on the Funding Date in an aggregate principal amount equal to $50,000,000; and (d) to the extent invoiced at least two (2) Business Days prior to the Funding Date, payment by the Borrower of all fees and expenses required to be paid by the Borrower to the Administrative Agent or the Lenders pursuant to Section 11.12 of the Loan Agreement.
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Except as expressly set forth in this Amendment, nothing in this herein shall constitute a modification or alteration of the terms, conditions or covenants of the Profits Agreement, or a waiver of any other terms or provisions thereof, and the Profits Agreement shall remain unchanged and shall continue in full force and effect, in each case as specifically amended hereby. The terms of Sections 5, 9-11 and 14-16 of the Profits Agreement shall apply to this Amendment and are incorporated herein by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. INVESTORS: KLCP FUNDIII (EU) MASTERAIV LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory KLIM DELTAHQC3 LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory KENNEDY LEWISCAPITAL PARTNERS MASTER FUND IV-C LP By: Name: Doug Gerowski Title: Partner, Authorized Signatory GREAT ELM REALESTATE VENTURES, LLC By: Name: Adam Kleinman Title: Authorized Signatory GREAT ELM GROUP, INC. By: Name: Adam Kleinman Title: Authorized Signatory
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Exhibit 10.25 THIRD AMENDMENT AND ASSIGNMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT AND ASSIGNMENT OF LEASE (this "Amendment") is entered into as of March 2, 2026 (the “Effective Date”), by and between REEP-OFC FINANCIAL CENTER FL LLC, a Delaware limited liability company ("Landlord"), IMPERIAL CAPITAL ASSET MANAGEMENT, LLC, a Delaware limited liability company ("Assigning Tenant"), and GREAT ELM GROUP, INC., a Delaware corporation ("Tenant")1. R E C I T A L S: A.3801 PGA Acquisition Company (the "Original Landlord") and Imperial Capital, LLC (the "Original Tenant") entered into that certain Office Lease dated September 11, 2014 (the "Original Lease"), as amended by (i) that certain First Amendment to Lease Agreement dated August 17, 2017, and as amended and assigned to Assigning Tenant by (ii) that certain Second Amendment and Assignment to Lease Agreement dated January 21, 2021 (collectively, the "Lease") for approximately 6,337 square feet of rentable area (the "Premises") in the building located at 3801 PGA Boulevard, Palm Beach Gardens, FL 33410 (the "Building"). B.Landlord has heretofore succeeded to all of the right, title and interest of Original Landlord as the landlord under the Lease. C.Effective as of the Third Amendment Extension Term Commencement Date (as defined below), the Assigning Tenant desires to assign all of its right, title and interest in and to the Lease to Tenant and Tenant desires to accept such assignment and assume the obligations of Tenant under the Lease. D.The Lease Term is scheduled to expire on July 31, 2026. E.Tenant desires to extend the Lease Term as hereinafter set forth. F.Landlord, Assigning Tenant and Tenant desire to amend the Lease on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows: 1.Assignment, Assumption and Consent. (a)Effective as of the Third Amendment Extension Term Commencement Date, Assigning Tenant hereby transfers, assigns and sets over to Tenant all of the right, title and interest of Assigning Tenant in and to the Lease, including, without limitation, Assigning Tenant’s interest in the Security Deposit. Effective as of the Third Amendment Extension Term Commencement Date, Assigning Tenant shall be released and discharged from any liability or obligation of the
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196862068v8 2 tenant under the Lease thereafter arising or accruing; provided, however, that for the avoidance of doubt Assigning Tenant shall remain responsible for any liability or obligation of tenant under the Lease arising or accruing prior to the Third Amendment Extension Term Commencement Date. (b)Tenant accepts the assignment made in Section 1(a) above, assumes all of the tenant’s obligations under the Lease, agrees to pay all rent and other charges accruing under the Lease, and agrees to observe and perform all of the other covenants, agreements and obligations to be observed or performed by the tenant under the Lease arising or accruing from and after the Third Amendment Extension Term Commencement Date. Tenant has inspected the Premises and knows the present physical condition thereof and confirms that neither Landlord nor the managing agent of the Building has made any representation or warranty to Tenant concerning the physical condition of the Premises or otherwise, expressed or implied, and that Tenant does not accept the Premises in reliance upon any such representation or warranty, in each case, other than as may be expressly set forth in this Amendment or the Lease as amended hereby. (c)Landlord hereby consents to the assignment made in Paragraph (a) above and the acceptance and assumption made in Paragraph (b) above; provided that notwithstanding such consent: (i) Landlord does not waive any claims, rights, suits or actions against Assigning Tenant arising or accruing under the Lease prior to the Third Amendment Extension Term Commencement Date; and (ii)Such consent is limited to the assignment and assumption herein made and shall not relieve Tenant from its obligation to obtain the consent of Landlord, if and to the extent required pursuant the terms and conditions of Section 6 of the Original Lease, to (1) any future assignment, in whole or in part, of the interest of the tenant under the Lease, or (2) any future sublease of the Premises, or any part thereof; provided that Original Tenant and its affiliates (as such term is defined in Section 6 of the Original Lease) shall be deemed affiliates of Tenant for purposes of Section 6 of the Original Lease, and, accordingly, so long as any transfer or subletting to Original Tenant or its affiliates otherwise satisfies the terms and conditions of Section 6 of the Original Lease with respect thereto, such transfer or subletting to Original Tenant or its affiliates will constitute a Permitted Transfer for purposes of Section 6 of the Original Lease. (d)Assigning Tenant hereby represents and warrants to Landlord and to Assigning Tenant, with respect to Assigning Tenant’s rights in and occupancy of the Premises, that the following statements are true and, unless specified below as being made effective as of the Effective Date, will be true on the Third Extension Term Commencement Date: (i) Assigning Tenant owns and holds the entire interest of the tenant under the Lease; (ii)Assigning Tenant has not entered into any subleases affecting the Premises or any part thereof;
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196862068v8 3 (iii)Assigning Tenant has not assigned, other than to Tenant pursuant to this Amendment, or encumbered Assigning Tenant’s interest under the Lease or any part thereof; (iv)Assigning Tenant has not at any time done or suffered any act or omission and will not do or suffer any act or omission whereby the Premises or any part thereof is or may be in any way charged, assessed or encumbered; (v)As of the Effective Date, Assigning Tenant is not in default under the Lease, Landlord has not provided Assigning Tenant notice regarding a default or potential default under the Lease, and Assigning Tenant is not aware of any event or condition which with notice and/or the passage of time would reasonably be expected to become a default under the Lease; (vi)No contracts for the furnishing of any labor or materials with respect to improvements or alterations in or about the Premises have been let by Assigning Tenant or are outstanding that have not been performed and satisfied; (vii)Assigning Tenant has full authority to execute and deliver this Amendment, and the execution and delivery of this Amendment by Assigning Tenant shall not conflict with any other agreement by which Assigning Tenant is bound; and (viii)As of the Effective Date, Assigning Tenant has no claims, counterclaims, defense or cause of action against Landlord, its officers, directors, shareholders, employees or agents under the Lease. (e)Tenant hereby represents and warrants to Landlord that the following statements are true as of the date hereof and will be true on the Third Extension Term Commencement Date: (i) Tenant is a Delaware corporation and is duly qualified to transact business in the State of Florida; (ii)Tenant’s assumption of the obligations of Assigning Tenant pursuant to this Amendment has been duly authorized by appropriate company action; (iii)The individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant; (iv)Tenant has the financial capacity to perform all of the obligations of the tenant under the Lease, as amended by this Amendment; and (v)The execution and delivery of this Amendment and the performance of the obligations of the tenant under the Lease will not conflict with any agreement by which Tenant is bound.
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196862068v8 4 (f)Landlord hereby represents and warrants to Tenant that the following statements are true as of the date hereof and, unless specified below as being made effective only as of the Effective Date, will be true on the Third Extension Term Commencement Date: (i) Landlord is a Delaware limited liability company and is duly qualified to transact business in the State of Florida; (ii)The individual executing this Lease on behalf of Landlord is authorized to do so on behalf of Landlord; (iii)The execution and delivery of this Amendment and the performance of the obligations of the Landlord under the Lease will not conflict with any agreement by which Landlord is bound; and (iv)As of the Effective Date, Landlord has not delivered to Assigning Tenant a notice alleging that Assigning Tenant is in default under the Lease, which default remains uncured. 2.Extension of Term. The Lease Term is hereby extended for a period commencing on August 1, 2026 (the "Third Amendment Extension Term Commencement Date") and expiring on the last day of the one hundred twentieth (120th) full calendar month after the Substantial Completion Date (as hereinafter defined), unless sooner terminated as is otherwise provided in the Lease as amended by this Amendment, including, without limitation, Section 6 below (the "Third Amendment Extension Term"). All of the terms and provisions of the Lease shall continue to apply with respect to the Third Amendment Extension Term, except as specifically modified herein. Tenant acknowledges that Tenant has no further right or option to extend the term of the Lease. 3.Base Rent. During the Third Amendment Extension Term, Tenant shall pay to Landlord Base Rent in the manner and at the times set forth in Section 4.1 of the Original Lease and in the amounts set forth below, without demand, deduction or setoff, except as expressly provided in the Lease. Tenant shall also be obligated to pay Florida sales taxes on such amounts, if applicable. Period Annual Base Rent perRentable Square FootAnnualBase RentMonthly Installmentsof Base Rent 8/1/26 - day preceding SCD*$35.45 $224,646.65 $18,720.55 SCD – Month** 12$50.00 $316,850.00 $26,404.17Months 12 - 24 $51.50 $326,355.50 $27,196.29Months 25 - 36 $53.05 $336,146.17 $28,012.18Months 37 - 48 $54.64 $346.230.55 $28,852.55Months 49 - 60Months 61 - 72Months 73 - 84 $56.28$57.96$59.70 $356,617.47$367,315.99 $29,718.12$30,609.67$31,527.96
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196862068v8 5 Months 85 - 96Months 97 - 108Months 109 - 120 $61.49$63.34$65.24 $378,335.47$389,685.53$401,376.10$413,417.38 $32,473.79$33,448.01$34,451.45 *As hereinafter defined.** As used in this Base Rent chart, the term “Month(s)” shall refer to the applicable number of full calendar months after the Substantial Completion Date. 4.Tenant's Allocated Share. Tenant shall continue to pay Tenant's Allocated Share (i.e., three and twenty-three hundredths percent (3.23%)) of Operating Costs for each year during the Third Amendment Extension Term on a net basis, and without regard to any base year or "stop" in accordance with the terms and conditions of the Lease. 5.Condition of Premises. (a)Tenant acknowledges that it is leasing the Premises during the Third Amendment Extension Term in its "as is" condition, and that no agreements to alter, remodel, decorate, clean or improve the Premises or the Building have been made by Landlord or any party acting on Landlord's behalf. Notwithstanding the foregoing, Landlord agrees to perform the alterations and improvements in the Premises shown on the final space plan and described in the scope notes (collectively, the "Space Plan") prepared by Visnick & Caulfied originally dated September 11, 2025 as well as the budget proposal dated January 28, 2026 (collectively, "Landlord's Work"), copies of which Space Plan and budget proposal are attached hereto as Exhibits A and B, respectively. Landlord’s Work shall be performed as soon as commercially practicable after the Effective Date once the Plans (as hereinafter defined) are finalized, permits for Landlord’s Work are obtained, and construction materials are ordered and deliveries thereof are coordinated with the general contractor’s construction materials delivery timeline, using Building standard materials, quantities, procedures and finishes, except as may be otherwise specified on the Space Plan; provided, however, that in no event shall the performance of Landlord’s Work in the Premises be commenced sooner than June 15, 2026. The date on which the performance of Landlord’s Work in the Premises is commenced shall be referred to hereinafter as the “Landlord’s Work Commencement Date.” Landlord and Tenant hereby approve the Space Plan as final. Prior to commencing Landlord’s Work, Landlord shall submit to Tenant for Tenant’s approval any architectural, electrical and mechanical construction drawings, plans and specifications (the "Plans") necessary to perform Landlord’s Work. In furtherance of the foregoing, Tenant shall furnish, within five (5) business days after Landlord’s request, all information necessary to enable Landlord to complete the Plans. Tenant shall only be permitted to withhold its approval of the Plans to the extent such Plans are inconsistent with the Space Plan, in which event Tenant shall specify its objections to such Plans in reasonable detail within ten (10) business days after receipt. If Tenant disapproves the Plans as permitted pursuant to the foregoing sentence, Landlord shall promptly deliver revised Plans to Tenant for its approval, and if Tenant raises further objections to such Plans on the basis of their inconsistency with the Space Plan, Tenant shall specify its objections to such revised Plans in reasonable detail within three (3) business days after receipt of such revised Plans (and such process shall continue, as necessary, until the Plans are approved).
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196862068v8 6 Tenant’s failure to respond to any request for approval of the Plans or any revisions to the Plans within the time periods proscribed herein shall be deemed Tenant’s approval of such Plans or such revised Plans, as the case may be. (b)The preliminary estimate for the anticipated cost of Landlord’s Work is attached hereto as Exhibit C. Once the Plans are finalized, if there are changes to the preliminary estimate for Landlord’s Work, Landlord shall submit to Tenant an updated written estimate setting forth the anticipated cost of Landlord's Work. Within five (5) business days thereafter, Tenant shall either notify Landlord in writing of its approval of the updated cost estimate, or specify its objections thereto and desired changes to the proposed Landlord's Work. If Tenant notifies Landlord of such objections and desired changes, Tenant shall work with Landlord to reach a mutually acceptable alternative cost estimate. If Landlord's estimate and/or the actual cost of construction of Landlord's Work, including, without limitation, Landlord's Fee (hereinafter defined), shall, at any time, exceed the Construction Allowance (such amounts exceeding the Construction Allowance being referred to herein as "Excess Cost"), Tenant shall pay to Landlord such Excess Cost within five (5) business days after Landlord's written demand. Landlord shall have no obligation to commence or proceed with Landlord's Work unless and until Tenant shall pay the Excess Cost to Landlord. If Tenant shall request any change, addition or alteration to the Plans after approval by Landlord, Landlord shall have the right to approve such change, addition or alteration (not to be unreasonably withheld, conditioned or delayed), and if so approved by Landlord, Landlord shall have revisions to the Plans prepared and Tenant shall reimburse Landlord for the cost thereof (but subject to application of the Construction Allowance, if any balance thereof remains). All costs of Landlord's Work shall be borne by Tenant; provided, however, Landlord shall contribute up to Four Hundred Eleven Thousand Nine Hundred Five and 00/100 Dollars ($411,905.00), being $65.00 per square foot of rentable area of the Premises (the "Construction Allowance"), toward the cost of Landlord's Work. The Construction Allowance shall be available solely to pay for Landlord's Work and shall not be available to pay for Tenant's furniture, office equipment or other personal property, or as a rent credit, or for any other purpose. Any portion of the Construction Allowance not applied to the cost of Landlord's Work shall be retained by Landlord. Landlord shall have no obligation to commence or continue with the completion of Landlord's Work at any time that Tenant is in default beyond applicable notice and cure periods under the Lease. (c)Tenant shall grant Landlord and Landlord's contractors such access as to the Premises as may be reasonably necessary or desirable for Landlord to complete Landlord's Work, and no such entry shall be deemed an eviction or a partial eviction or entitle Tenant to abatement of rent or any other remedy. In furtherance and not in limitation of the foregoing, in order to enable Landlord to substantially complete Landlord’s Work safely and as soon as commercially practicable after the Landlord’s Work Commencement Date, Tenant hereby agrees that notwithstanding anything to the contrary contained in the Lease, Landlord shall have the right, exercisable upon five (5) business days’ prior written notice to Tenant, to require that Tenant not occupy the Premises during one or more periods from and after the Landlord’s Work Commencement Date until Landlord’s Work is substantially completed while Landlord is performing Landlord’s Work (each a “Non-Occupancy Period”) (and, for the avoidance of doubt, Tenant’s vacating of the Premises during the Non-Occupancy Period shall not be deemed an eviction or a partial eviction or entitle Tenant to abatement of rent or any other remedy). Tenant
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196862068v8 7 acknowledges that based on Landlord’s experience with prior similar construction projects, Landlord estimates that based on the current proposed scope of Landlord’s Work, the Non-Occupancy Period may total approximately fourteen (14) weeks in the aggregate (which may be continuous), and Landlord shall use commercially reasonable efforts to substantially complete Landlord’s Work within such period; however, the actual length of the Non-Occupancy Period may vary from Landlord’s estimate, which is being provided prior to the Plans being finalized, and will be reasonably determined by Landlord’s general contractor. Throughout the performance of Landlord’s Work, Tenant shall cooperate with Landlord as reasonably requested by Landlord, including, without limitation, moving employees, furniture, equipment and other personal property as may be reasonably requested by Landlord in order to ensure the expeditious and safe completion of Landlord's Work. When Landlord is performing Landlord’s Work outside of a Non-Occupancy Period, Landlord shall use commercially reasonable efforts to minimize the disruption to Tenant’s business operations in the Premises; provided, however, that Tenant acknowledges that Landlord’s Work may be performed during Tenant’s normal business hours. (d)Tenant shall pay to Landlord a construction fee ("Landlord's Fee") in connection with the performance of Landlord's Work in the amount equal to five percent (5%) of the cost of Landlord's Work. Landlord's Fee shall be payable upon demand and Landlord shall be entitled to apply a portion of the Construction Allowance against the same. (e)Notwithstanding anything to the contrary contained in this Third Amendment, so long as no uncured default exists under the Lease, and except to the extent caused by Tenant Delay or Force Majeure Events (each as hereinafter defined), if Landlord’s Work is not substantially complete by the date that is twenty-two (22) weeks after the Landlord’s Work Commencement Date, then Tenant shall be entitled to one (1) day of abatement of Annual Base Rent for each one (1) day thereafter until Landlord substantially completes Landlord’s Work, which abatement shall be applied to Annual Base Rent next coming due under the Lease, as amended by this Amendment, until exhausted. (f)For purposes of this Section 5, the following subparagraphs (i) through (vii) shall be deemed ("Tenant Delays"): (i)Tenant's failure to approve the Plans or any revisions to the Space Plan or Plans as and when required under this Amendment; or (ii)Tenant's failure to approve the updated or any revised cost estimate within the time periods prescribed herein for such approval; or (iii) Tenant's request for or use of materials, finishes or installations or construction procedures after Landlord has notified Tenant that same will result in delay in completion of Landlord's Work; or (iv) Tenant's failure to pay any portion of the Excess Cost as and when payable by Tenant hereunder; or
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196862068v8 8 (v)Tenant's changes in Landlord's Work or the Plans (except for such changes to the Plans that are required to make the Plans consistent with the Space Plan), notwithstanding Landlord's approval of any such changes; or (vi) Tenant’s failure to respond to any inquiry or request for information or approval from Landlord within three (3) business days if such response is reasonably necessary for Landlord to proceed with Landlord’s Work and no response time therefor is specified in this Section 5; or (vii)Any other act, omission or delay by Tenant, its agents, contractors or persons employed by any of such persons delaying substantial completion of Landlord's Work. (g)For purposes of this Section 5, “Force Majeure Construction Events” shall mean any delays in the substantial completion of Landlord’s Work to the extent caused by events beyond Landlord’s reasonable control, including, without limitation, inability or long lead times to procure labor or materials, delays in processing permits and approvals caused by governmental authorities, labor strikes and inclement weather. (h)For purposes of this Section 5, the phrases “substantial completion,” “substantially complete,” and the like shall mean that Landlord’s Work has been completed except for such incomplete punch list items as would not materially interfere with the use of the Premises for the Permitted Use of the Premises under the Lease. In the event of any dispute between Landlord and Tenant as to whether Landlord’s Work is substantially complete, the decision of the general contractor, acting reasonable and in good faith, shall be dispositive. The date on which Landlord’s Work is substantially complete shall be referred to herein as the “Substantial Completion Date” or the “SCD.” Notwithstanding anything to the contrary contained in this Amendment, if Landlord shall be delayed in substantially completing Landlord’s Work by Tenant Delay, then the Substantial Date shall be the date on which Landlord’s Work would have been substantially complete but for Tenant Delay. 6.Termination Option. Provided that (a) Tenant has not sublet any portion of the Premises, unless all such sublettings shall expire or be terminated on or before the Early Termination Date (hereinafter defined), (b) no default then exists under this Lease, and (c) Tenant has not delivered the Extension Notice, Tenant shall have a one (1) time option to terminate this Lease (the “Termination Option”) with respect to the Premises, effective on July 31, 2033 (the date when this Lease is terminated pursuant to this Section 6 being referred to herein as the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate this Lease by no later than October 31, 2032, time being of the essence, and (ii) paying to Landlord the Termination Payment (hereinafter defined), concurrently with the Termination Notice (or substantially concurrently so long as both the Termination Notice and the Termination Payment are delivered to Landlord no later than October 31, 2032), time being of the essence. If Tenant pays the Termination Payment when due, then this Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in the condition required under the Lease. If Tenant fails to pay the Termination Payment when due
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196862068v8 9 as stated above, the Termination Option shall, at Landlord’s option, be void. Upon Tenant’s delivering the Termination Notice, any and all rights of Tenant to extend the Lease Term or to lease additional space in the Building, whether pursuant to a right of first offer, a right of first refusal, an expansion option, or otherwise, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean the unamortized balance of the Leasing Costs as of the Early Termination Date had the Leasing Costs been loaned to Tenant as of the Third Amendment Extension Term Commencement Date at the interest rate of Nine and One-Half percent (9.5%) per annum, compounded monthly and had such loaned amount been repaid in equal monthly installments commencing on the Third Amendment Extension Term Commencement Date in amounts sufficient to fully amortize such loaned amount and the imputed interest thereon on the expiration date of the Third Amendment Extension Term. Landlord agrees to deliver to Tenant, within fifteen (15) days after Tenant’s written request therefor made at any time after the completion of Landlord's Work, a written statement setting forth the amount of the Termination Payment (if Landlord has not previously delivered such calculation to Tenant following the completion of Landlord’s Work). The term “Leasing Costs” shall mean the sum of (1) the total brokerage commission payable by Landlord in connection with this Amendment (i.e., $108,971.00) and (2) the Construction Allowance (provided, however, that if the actual cost of Landlord’s Work (including, without limitation, the cost of Landlord’s Fee) is less than the Construction Allowance, then such lesser amount shall be used in place of the Construction Allowance for purposes of calculating the Leasing Costs). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. Solely for illustration purposes, a sample Termination Fee calculation is set for as Exhibit B attached hereto. Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that Tenant’s exercise of the Termination Option will not terminate this Lease with respect to any space in the Building leased by Tenant after the Effective Date. 7.Parking. During the Third Amendment Extension Term, Tenant shall continue to have the parking rights set forth in Section 1.20 of the Original Lease as amended by Section 8 of the Second Amendment; provided, however, that commencing no earlier than the third (3rd) anniversary of Third Amendment Extension Term Commencement Date, and no more frequently than one time per consecutive three (3) year period thereafter, Landlord shall have the right to increase the monthly standard rate which Tenant pays for Tenant’s use of Tenant’s two (2) reserved parking spaces to the then-current Building standard rate, plus any applicable taxes. 8.Brokers. Landlord and Tenant each represent and warrant to the other that the only brokers they have dealt with in connection with this Amendment is Cushman & Wakefield of Florida, LLC, whose commission and fees shall be paid by Landlord pursuant to a separate written agreement. Landlord and Tenant each agree that such commission will be paid only in the event that the Agreement is fully executed by both Landlord and Tenant and that all conditions precedent the Lease and Third Amendment Extension Term Commencement Date are satisfied by both parties. Landlord and Tenant each agree to defend, indemnify and hold the other harmless from
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196862068v8 10 and against all claims by any other broker for fees, commissions or other compensation to the extent such broker alleges to have been retained by the indemnifying party in connection with the execution of this Amendment. The provisions of this paragraph shall survive the expiration or sooner termination of the Lease. 9.Limitation of Landlord's Liability. The obligations of Landlord under the Lease as amended by this Amendment do not constitute personal obligations of the individual partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, and Tenant shall not seek recourse against the partners, members, directors, officers, shareholders, trustees or beneficiaries of Landlord, or any of their personal assets for satisfaction of any liability with respect to the Lease as amended by this Amendment. In the event of any default by Landlord under the Lease as amended by this Amendment, Tenant's sole and exclusive remedy shall be against Landlord's interest in the Building and the real property on which it is located. The provisions of this paragraph are not designed to relieve Landlord from the performance of any of its obligations hereunder, but rather to limit Landlord's liability in the case of the recovery of a judgment against it, as aforesaid, nor shall any of the provisions of this paragraph be deemed to limit or otherwise affect Tenant's right to obtain injunctive relief or specific performance or availability of any other right or remedy which may be accorded Tenant by law or the Lease. In the event of sale or other transfer of Landlord's right, title and interest in the Building, so long as the purchase or transferee of such right, title and interest assumes all liability and obligations to the extent thereafter arising and accruing, Landlord shall be released from all liability and obligations thereafter arising and accruing under the Lease as amended by this Amendment; provided, that this paragraph shall inure to the benefit of any such purchaser or transferee (and, for the avoidance of doubt, to Tenant and its successors and permitted assigns). 10.LEED Certification. The Building is currently LEED certified. Landlord may, in Landlord’s sole and absolute discretion, elect to apply to maintain the LEED certification for the Building (or portion thereof) or change the LEED certification, and/or elect to apply for other applicable certification in connection with Landlord’s sustainability practices for the Building (as such sustainability practices are to be determined by Landlord, in its sole and absolute discretion, from time to time). In the event that Landlord elects to pursue or maintain such an aforementioned certification, Tenant shall promptly and reasonably cooperate with the efforts of Landlord in connection therewith and promptly provide Landlord with any documentation it may reasonably need in order to obtain or maintain the aforementioned certification (provided that producing such documentation shall not cause Tenant to incur more than de minimis out-of-pocket costs in connection therewith) and cooperate with all other reasonable requests in connection with Landlord’s efforts in connection therewith (which cooperation may include, but shall not be limited to, Tenant complying with certain standards pertaining to the purchase of materials used in connection with any alterations, additions or improvements undertaken by the Tenant in the Building, the sharing of documentation pertaining to any alterations, additions or improvements undertaken by Tenant in the Building with Landlord, and the sharing of Tenant’s billing information pertaining to trash removal and recycling related to Tenant’s operations in the Building). 11.Green Cleaning/Recycling. To the extent a “green cleaning program” and/or a recycling program is implemented by Landlord in the Building and/or on the real property on
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196862068v8 11 which the Building is located (each in Landlord’s sole and absolute discretion), Tenant shall comply with the provisions of each of the foregoing programs (e.g., Tenant shall separate waste appropriately so that it can be efficiently processed by Landlord’s particular recycling contractors). 12.Miscellaneous. Except as modified herein, the Lease and all of the terms and provisions thereof shall remain unmodified and in full force and effect as originally written. In the event of any conflict or inconsistency between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall control. All terms used herein but not defined herein which are defined in the Lease shall have the same meaning for purposes hereof as they do for purposes of the Lease. The Recitals set forth above in this Amendment are hereby incorporated by this reference. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective beneficiaries, successors and assigns. 13.Counterparts; Electronic Signature. This Amendment may be executed in two (2) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. Further, the parties agree that this Amendment may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, in addition to electronically produced signatures, “electronic signature” shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature. [SIGNATURE PAGE FOLLOWS]
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196862068v8 12 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written. LANDLORD: REEP-OFC FINANCIAL CENTER FL LLC, a Delaware limited liability company By:Name:Title: ASSIGNING TENANT: IMPERIAL CAPITAL ASSET MANAGEMENT, LLC, a Delaware limited liability company By:Name:Title: TENANT: GREAT ELM GROUP, INC., a Delaware corporation By:Name:Title:
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196862068v8 A-1 EXHIBIT A SPACE PLAN *All furniture shown hereon is for illustration purposes only and is not being provided as part of Landlord’s Work.
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196862068v8 B-1 EXHIBIT B BUDGET PROPOSAL
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196862068v8 B-2
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196862068v8 B-3
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196862068v8 B-4
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196862068v8 D-1 EXHIBIT C BUDGET CONSTRUCTION ESTIMATE
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196862068v8 D-1 EXHIBIT D TERMINATION FEE CALCULATION SAMPLE
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196862068v8 D-2
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196862068v8 D-3
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Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of organization Great Elm Capital GP, LLC Delaware Great Elm Capital Management, Inc. Delaware Great Elm Credit Income Fund, LLC Delaware Great Elm DME Holdings, Inc. Delaware Great Elm FM Acquisition, Inc. Delaware Great Elm Investments, LLC Delaware Great Elm Real Estate Ventures, LLC Delaware Monomoy BTS Corporation Delaware Monomoy BTS Holdings, LLC Delaware Monomoy Construction Services, LLC Delaware Monomoy CRE, LLC Delaware 1 The list above excludes 3 subsidiaries in the same line of business (ownership of build-to-suit developments) which in the aggregate, as a single subsidiary, would not constitute a significant subsidiary as of June 30, 2026. 1 1
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Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-251800, 333-261272, 333-268504, 333-284771 and 333- 292604 on Form S-8 of our report dated August 26, 2026, relating to the financial statements of Great Elm Group, Inc. appearing in this Annual Report on Form 10-K for the year ended June 30, 2026. /s/ Deloitte & Touche LLP Boston, Massachusetts August 26, 2026
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Exhibit 31.1 CERTIFICATIONS I, Jason W. Reese, certify that: 1. I have reviewed this annual report on Form 10-K of Great Elm Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 26, 2026 By: /s/ Jason W. Reese Name: Jason W. Reese Title: Chief Executive Officer & Chairman
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Exhibit 31.2 CERTIFICATIONS I, Keri A. Davis, certify that: 1. I have reviewed this annual report on Form 10-K of Great Elm Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 26, 2026 By: /s/ Keri A. Davis Name: Keri A. Davis Title: Chief Financial Officer
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Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with this Annual Report on Form 10-K of Great Elm Group, Inc. (the "Company") for the year ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Jason W. Reese, as Chief Executive Officer of the Company, and Keri A. Davis, as Chief Financial Officer of the Company, each certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 26, 2026 By: /s/ Jason W. Reese Name: Jason W. Reese Title: Chief Executive Officer & Chairman By: /s/ Keri A. Davis Name: Keri A. Davis Title: Chief Financial Officer