What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2026-02-04 · 62 added, 62 removed, 124 unchanged (50% of the section changed)

2 unchanged sentences

GEG and its subsidiaries currently manage GECC, a publicly-traded BDC, and Monomoy UpREIT, an Industrial Outdoor Storage ( IOS ) focused real estate investment trust, in addition to other investment vehicles.

The combined assets under management of these entities at December 31, 2025 was approximately $740 million.

The combined assets under management of these entities at March 31, 2026 was approximately $744 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.

13 unchanged sentences

The following table provides the results of our consolidated operations:

For the three months ended December 31,

For the six months ended December 31,

For the three months ended March 31,

For the nine months ended March 31,

(in thousands)

13 unchanged sentences

Total other (expense) income, net

(Loss) income before income taxes

Income tax benefit (expense)

Net (loss) income

Loss before income taxes

Income tax expense

*NM - not meaningful

Revenues for the three months ended December 31, 2025 decreased $0.5 million as compared to the three months ended December 31, 2024, driven by a decrease in Incentive Fees from the corresponding prior year period.

Cost of revenues decreased $0.4 million compared to the three months ended December 31, 2024 due to a decrease in Real Estate cost of revenues as the prior year period had activity related to a property sale, with similar activity not occurring in the current year.

Revenues and cost of revenues for the six months ended December 31, 2025 increased $6.3 million and $5.7 million, respectively, as compared to the six months ended December 31, 2024, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to a September 2025 property sale.

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

Revenues and cost of revenues for the nine months ended March 31, 2026 increased $6.5 million and $5.7 million, respectively, as compared to the nine months ended March 31, 2025, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to a September 2025 property sale.

The increase in revenues were partially offset by a reduction in Incentive fees of $1.6 million and an increase in Project management fees of $1.3 million compared to the prior year period.

Operating Costs and Expenses

Compensation and benefits expenses for the three months ended December 31, 2025 increased $1.5 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield acquisition.

Selling, general and administrative expenses for the three months ended December 31, 2025 increased $0.7 million as compared to the corresponding prior year period, which was mainly attributable to an increase in expenses due to the acquisition of Greenfield.

Compensation and benefits expenses for the six months ended December 31, 2025 increased $3.2 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield acquisition.

Selling, general and administrative expenses for the six months ended December 31, 2025 increased $1.3 million as compared to the corresponding prior year period, which was mainly attributable to an increase in selling, general and administrative expenses due to the acquisition of Greenfield.

Depreciation and amortization increased $0.1 million as compared to the prior year period, primarily due to an increase in depreciation and amortization related to the Greenfield Acquisition.

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

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

Compensation and benefits expenses for the nine months ended March 31, 2026 increased $4.5 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield acquisition.

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

Other Income (Expense)

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses.

For the three months ended December 31, 2025, net realized and unrealized gains decreased $13.8 million to a net realized and unrealized loss as compared to the corresponding prior year period primarily driven by a notable unrealized loss being recognized on one of our investments in a private fund in the current year period, along with a reduction in stock price for another of our investments during the current year period.

For the three months ended December 31, 2025, interest income decreased $0.1 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.

For the three months ended December 31, 2025, dividend income decreased $0.1 million as compared to the corresponding prior year period, primarily due to a special dividend from a fund investment that was received in the prior year period while a similar dividend was not received in the current year period.

For the three months ended March 31, 2026, net realized and unrealized loss increased $7.4 million as compared to the corresponding prior year period primarily driven by notable unrealized losses being recognized on our three special purpose vehicles in the current year period, along with a significant reduction in stock price for another of our investments during the current year period.

For the three months ended March 31, 2026, dividend income decreased $0.2 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held on one of our investments in the current period compared to the dividend rate per share held on one of our investments in the prior year period.

For the three months ended March 31, 2026, interest income decreased $0.1 million as compared to the corresponding prior year period, as interest income was earned in the prior year on a loan which was fully paid down in the current year,

Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses.

For the six months ended December 31, 2025, net realized and unrealized gains decreased $20.4 million to a net realized and unrealized loss as compared to the corresponding prior year period due to a notable unrealized loss being recognized on one of our investments in a private fund in the current year period along with a reduction in stock price for another of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period.

For the six months ended December 31, 2025, interest income decreased $0.4 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.

For the six months ended December 31, 2025, dividend income remained flat as compared to the corresponding prior year period.

For the nine months ended March 31, 2026, net realized and unrealized gains decreased $27.9 million to a net realized and unrealized loss as compared to the corresponding prior year period due to notable unrealized losses being recognized on our three special purpose vehicles in the current year period, as opposed to unrealized gains on these special purpose vehicles in the prior year period, along with a significant reduction in stock price for another one of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period.

Further, a notable unrealized loss was recognized on one of our investments in a private fund in the current year period as opposed to an unrealized gain on this investment in the prior year period.

For the nine months ended March 31, 2026, interest income decreased $0.5 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.

For the nine months ended March 31, 2026, dividend income decreased $0.4 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held on one of our investments in the current period compared to the dividend rate per share held on one of our investments in the prior year period.

Segment Analysis

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The following table provides the results of our Alternative Credit segment:

For the three months ended December 31,

For the six months ended December 31,

For the three months ended March 31,

For the nine months ended March 31,

(in thousands)

14 unchanged sentences

Net (loss) income

*NM - not meaningful

Alternative Credit Revenue

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

Alternative Credit Revenues for the six months ended December 31, 2025 decreased $1.4 million as compared to the six months ended December 31, 2024 due to a reduction in Incentive Fee revenue compared to the prior year period.

Alternative Credit Revenues for the three months ended March 31, 2026 decreased $0.2 million as compared to the three months ended March 31, 2025 due to a $0.4 million reduction in Management Fee and Incentive Fee revenue compared to the prior year period.

This reduction was partially offset by a $0.2 million increase in Administration Fee revenue in the current year period compared to the corresponding prior year period.

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

Alternative Credit Expenses

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

Alternative Credit segment selling, general and administrative expenses increased $0.1 million as compared to the three months ended December 31, 2024 primarily driven by an increase in miscellaneous general and administrative expenses.

Alternative Credit compensation and benefits expense decreased $0.1 million for the six months ended December 31, 2025 as compared to the corresponding prior year period primarily driven by a decrease in non-cash compensation due to a decline in the price of GECC common shares during the current period compared to the prior year period.

Alternative Credit segment selling, general and administrative expenses increased $0.2 million as compared to the six months ended December 31, 2024 primarily driven by an increase in miscellaneous general and administrative expenses.

Alternative Credit compensation and benefits expense increased $47 thousand for the three months ended March 31, 2026 as compared to the corresponding prior year period primarily driven by an increase in personnel which was offset by a decrease in non-cash compensation expense due to a decline in the price of GECC common shares during the current period compared to the prior year period.

Alternative Credit segment selling, general and administrative expenses increased $0.1 million as compared to the three months ended March 31, 2025 primarily driven by an increase in miscellaneous general and administrative expenses.

Alternative Credit compensation and benefits expense remained flat for the nine months ended March 31, 2026 as compared to the corresponding prior year period.

Alternative Credit segment selling, general and administrative expenses increased $0.3 million as compared to the nine months ended March 31, 2025 primarily driven by an increase in software expense and other miscellaneous general and administrative expenses.

Real Estate Segment

The following table provides the results of our Real Estate segment:

For the three months ended December 31,

For the six months ended December 31,

For the three months ended March 31,

For the nine months ended March 31,

(in thousands)

13 unchanged sentences

Loss before income taxes

Income tax expense

Income tax benefit (expense)

*NM - not meaningful

Real Estate Revenue

Real Estate revenues for the three months ended December 31, 2025 remained flat as compared to the three months ended December 31, 2024.

Related costs of revenues for the three months ended December 31, 2025 decreased by $0.4 million compared to the three months ended December 31, 2024 due to the prior year period having costs of revenues related to a property sale, which did not occur in the current period.

Real Estate revenues for the six months ended December 31, 2025 increased $7.7 million as compared to the six months ended December 31, 2024 due to a property sale occurring in September 2025 which did not occur in the prior year period.

Related costs of revenues for the six months ended December 31, 2025 increased by $5.7 million compared to the six months ended December 31, 2024 due to this sale.

Further, $1.1 million of revenue was recognized in the six months ended December 31, 2025 related to our construction business which was not incurred in the corresponding prior year period.

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

Real Estate revenues for the nine months ended March 31, 2026 increased $8.1 million as compared to the nine months ended March 31, 2025 primarily due to a property sale occurring in September 2025.

Related costs of revenues for the nine months ended March 31, 2026 increased by $5.7 million compared to the nine months ended March 31, 2025 due to this sale.

Further, $1.8 million of revenue was recognized in the nine months ended March 31, 2026 related to our construction business, compared to $0.3 million in the corresponding prior year period due to the growth in construction business from Greenfield acquisition that occurred in February 2025.

Real Estate Expenses

Real Estate segment compensation and benefits expenses for the three months ended December 31, 2025 increased $1.6 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition.

Real Estate segment selling, general and administrative expenses increased $0.3 million for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 primarily due to an increase in expenses related to the Greenfield Acquisition.

Real Estate segment compensation and benefits expenses for the six months ended December 31, 2025 increased $3.2 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition.

Real Estate segment selling, general and administrative expenses increased $0.9 million for the six months ended December 31, 2025 compared to the six months ended December 31, 2024 primarily due to increased legal, accounting, insurance, software and other expenses due to increased activity at these entities and the Greenfield acquisition.

Depreciation and amortization increased $0.1 million for the six months ended December 31, 2025, as compared to the corresponding prior year period due to amortization of intangible assets related to the Greenfield acquisition, along with depreciation related to a building owned which was not complete in the prior year period.

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

Real Estate segment compensation and benefits expenses for the nine months ended March 31, 2026 increased $4.4 million as compared to the corresponding prior year period driven by increased personnel expense due to the Greenfield acquisition.

Real Estate segment selling, general and administrative expenses increased $0.8 million for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 primarily due to increased accounting, insurance, software and other expenses due to increased activity at these entities and the Greenfield acquisition.

Depreciation and amortization increased $53 thousand for the nine months ended March 31, 2026, as compared to the corresponding prior year period due to amortization of intangible assets related to the Greenfield acquisition.

Corporate & Other

The following table provides the results of Corporate & Other:

For the three months ended December 31,

For the six months ended December 31,

For the three months ended March 31,

For the nine months ended March 31,

(in thousands)

4 unchanged sentences

Selling, general and administrative

Depreciation and amortization

Expenses of Consolidated Funds

6 unchanged sentences

(Loss) income before income taxes

Income tax benefit

Income tax expense

Net (loss) income

1 unchanged sentence

Corporate & Other Operating Costs and Expenses

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

Compensation and benefits expenses related to Corporate & Other for the six months ended December 31, 2025 increased $0.1 million as compared to the corresponding prior year period due to an increase in personnel at the Corporate office.

Corporate & Other Expenses

For the three months ended December 31, 2025, net realized and unrealized gains decreased $13.8 million to a net realized and unrealized loss as compared to the corresponding prior year period due to a significant unrealized loss on one of our investments in a private fund, along with a reduction in stock price for another of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period.

Additionally, in the corresponding prior year period $1.0 million of unrealized gains were recorded for our special purpose vehicles, whereas in current year period unrealized losses of $3.0 million were recorded on these entities.

For the six months ended December 31, 2025, net realized and unrealized gains decreased $20.4 million to a net realized and unrealized loss as compared to the corresponding prior year period due to a significant unrealized loss on one of our investments in a private fund, along with a decrease in stock price for another of our investments during the current year period, whereas the stock price increased for this investment in the prior year period.

Additionally, in the corresponding prior year period $4.5 million of unrealized gains were recorded for our special purpose vehicles due to a change in valuation technique for these entities during the three months ended September 30, 2024, whereas in the current year period unrealized losses of $3.4 million were recorded on these entities.

Compensation and benefits expenses related to Corporate & Other for the three months ended March 31, 2026 remained flat as compared to the corresponding prior year period.

Selling, general and administrative expenses increased $0.2 million as compared to the corresponding prior year period which was mainly attributable to an increase in state franchise tax expense.

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

Corporate & Other Expenses - Other Income and Expenses

For the three months ended March 31, 2026, net realized and unrealized loss increased $7.4 million compared to the corresponding prior year period primarily driven by notable unrealized losses being recognized on our three special purpose vehicles in the current year period, along with a significant reduction in stock price for another of our investments during the current year period.

For the three months ended March 31, 2026, dividend income decreased $0.2 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held in the current period compared to the dividend rate per share held in the prior year period.

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.

Liquidity and Capital Resources

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

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

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

Net cash from operating activities increased $18.9 million, from net cash used of $11.2 million for the nine months ended March 31, 2025 to net cash provided of $7.8 million for the nine months ended March 31, 2026, driven by proceeds from sale of real estate in September 2025 and changes in operating assets and liabilities period-over-period.

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

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

These were partially offset by proceeds from issuance of common stock during the nine months ended March 31, 2026.

Financial Condition

As of December 31, 2025, we had an unrestricted cash balance of $51.2 million, as compared to an unrestricted cash balance of $30.6 million as of June 30, 2025.

We also held 1,356,125 shares of GECC common stock with an estimated fair value of $9.6 million as of December 31, 2025, as compared to 1,438,079 shares of GECC common stock with an estimated fair value of $15.3 million as of June 30, 2025.

As of March 31, 2026, we had an unrestricted cash balance of $45.5 million, as compared to an unrestricted cash balance of $30.6 million as of June 30, 2025.

We also held 1,356,125 shares of GECC common stock with an estimated fair value of $6.8 million as of March 31, 2026, as compared to 1,438,079 shares of GECC common stock with an estimated fair value of $15.3 million as of June 30, 2025.

We believe we have sufficient liquidity available to meet our short-term and long-term obligations.

As of December 31, 2025, the Company had $26.9 million in outstanding aggregate principal amount of the GEGGL Notes.

As of March 31, 2026, the Company had $26.9 million in outstanding aggregate principal amount of the GEGGL Notes.

The GEGGL Notes are due on June 30, 2027, and interest is paid quarterly.

1 unchanged sentence

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 December 31, 2025, the Company had $35.9 million principal balance in outstanding Convertible Notes (including cumulative interest paid in-kind) held by a consortium of investors, including related parties, that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at the option of the Company.

As of March 31, 2026, the Company had $35.9 million principal balance in outstanding Convertible Notes (including cumulative interest paid in-kind) held by a consortium of investors, including related parties, that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at the option of the Company.

The Convertible Notes are due on February 26, 2030, but are convertible at the option of the holders, subject to the terms therein, prior to maturity into shares of our common stock.

2 unchanged sentences

Critical Accounting Policies

During the six months ended December 31, 2025 we did not make material changes in our critical accounting policies or underlying assumptions as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 as it relates to normal and recurring transactions.

During the nine months ended March 31, 2026 we did not make material changes in our critical accounting policies or underlying assumptions as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 as it relates to normal and recurring transactions.

Critical accounting policies and estimates are those that require management’s most difficult, subjective or complex judgments and would therefore be deemed the most critical to an understanding of our results of operations and financial condition.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis