Great Elm Group, Inc. 10-K

Item 5. Market for Registrant's Common Equity, Related Stoc kholder 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 26, 2024, there were 52 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 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 ) and Imperial Capital Asset Management, LLC ( ICAM ). As of August 26, 2024, Northern Right and its affiliates and ICAM and its affiliates own approximately 19.6% and 20.0%, respectively, of the outstanding shares of our common stock. Ownership information is based on information in publicly available filings. 11 Stock Purchases The following table summarizes common stock repurchases during the three months ended June 30, 2024: 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, 2024 - $ - - - May 1-31, 2024 1,074,862 $ 1.79 618,433 - June 1-30, 2024 86,700 $ 1.79 82,890 3,167,110 Total 1,161,562 $ 1.79 701,323 (1) In November 2023, the Company implemented a stock buyback program pursuant to Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), authorizing us to repurchase shares of our common stock in an aggregate amount of up to $3,850,000 in open market transactions through May 15, 2024. (2) In May 2024, the Company implemented a stock buyback program pursuant to Rule 10b5-1 and Rule 10b-18 under the Exchange Act authorizing us to repurchase up to 3,250,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-Q for the fiscal quarter ending September 30, 2024 unless extended or terminated by our Board. 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]