77 unchanged sentences
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.
+Added: 2025 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 5, 2025)
Amended and Restated Investment Management Agreement (As Amended, Effective August 1, 2022), by and between Great Elm Capital Corp.
11 unchanged sentences
Series B Warrant Agreement, dated August 27, 2025, between the Registrant and Woodstead Value Fund, L.P.
+Added: Amended Profits Interest Agreement, dated May 12, 2026, by and among Great Elm Real Estate Ventures, LLC, the Registrant and the entities named therein
+Added: Third Amendment and Assignment to Lease Agreement, dated March 2, 2026, between the Registrant and REEP-OFC Financial Center FL
Code of Conduct of the Registrant (incorporated by reference to the Exhibit 14.1 to the Form 8-K filed on September 20, 2023)
−Removed: The Registrant's Insider Trading Policy
+Added: The Registrant's Insider Trading Policy (incorporated by reference to the Exhibit 19.1 to the Form 10-K filed on September 2, 2025).
Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
−Removed: Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Clawback Policy ( incorporated by reference to the Exhibit 14.1 to the Form 10-K filed on February 29, 2024 by the Registrant )
+Added: Clawback Policy ( incorporated by reference to Exhibit 97.1 to the Form 10-K filed on February 29, 2024)
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):
4 unchanged sentences
We have elected not to provide a Form 10-K summary.
−Removed: 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 September 2, 2025.
+Added: 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.
Chief Executive Officer & Chairman
−Removed: 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 September 2, 2025.
+Added: 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.
Chief Executive Officer & Chairman
3 unchanged sentences
/s/ Matthew A.
−Removed: /s/ Lloyd Nathan
/s/ David Matter
+Added: /s/ Lloyd Nathan
+Added: /s/ David Schwartz
+Added: David Schwartz
/s/ Booker Smith
1 unchanged sentence
Report of Independent Registered Public Accounting Firm (PCAOB ID:
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets at June 30, 2026 and 2025
6 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Great Elm Group, Inc.
−Removed: and subsidiaries (the "Company") as of June 30, 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the year ended June 30, 2025, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Great Elm Group, Inc.
+Added: 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").
+Added: 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.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: 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.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: 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.
−Removed: As part of our audit, 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.
+Added: 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.
−Removed: Our audit 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.
+Added: 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.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: 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.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
3 unchanged sentences
Critical Audit Matter Description
−Removed: Included within investments at fair value held by the Company are equity investments that do not have readily-available market prices.
+Added: 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.
−Removed: The fair value of the Company’s Level 3 equity investments was $13,374,000 as of June 30, 2025.
+Added: As of June 30, 2026, the fair value of these Level 3 equity investments was $797,000.
+Added: The Company recognized a $12,577,000 change in unrealized depreciation related to these investments in earnings during the year ended June 30, 2026.
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
−Removed: Our audit procedures related to the discounted cash flow models and unobservable inputs used by management to estimate the fair value of Level 3 equity investments included the following, among others:
+Added: 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.
3 unchanged sentences
Boston, Massachusetts
−Removed: September 2, 2025
+Added: August 26, 2026
We have served as the Company's auditor since 2024.
−Removed: Report of Independent Registered PUBLIC Accounting Firm
−Removed: Board of Directors and Shareholders
GREAT ELM GROUP, INC.
−Removed: Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheet of Great Elm Group, Inc.
−Removed: (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits of June 30, 2024 and for the period then ended.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit 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.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Grant Thornton LLP
−Removed: We served as the Company’s auditor from 2019 to 2024.
−Removed: Boston, Massachusetts
−Removed: August 29, 2024 (except for Note 2 and Note 7, as to which the date is September 2, 2025)
−Removed: GREAT ELM GROUP, INC.
CONSOLIDATED B ALANCE SHEETS
4 unchanged sentences
Cash and cash equivalents
−Removed: Restricted cash
Receivables from managed funds
−Removed: Investments in marketable securities
Investments, at fair value
34 unchanged sentences
stockholders' equity
−Removed: Non-controlling interests
+Added: Redeemable non-controlling interest in Consolidated Funds
Total stockholders' equity
7 unchanged sentences
Operating costs and expenses:
−Removed: Investment management expenses
−Removed: Depreciation and amortization
+Added: Compensation and benefits
Selling, general and administrative
+Added: Depreciation and amortization
Expenses of Consolidated Funds
2 unchanged sentences
Dividends and interest income
−Removed: Net realized and unrealized gain
−Removed: Net realized and unrealized gain on investments of Consolidated Funds
−Removed: Interest and other income of Consolidated Funds
Interest expense
−Removed: (Loss) income before income taxes from continuing operations
+Added: Net realized and unrealized (loss) gain
+Added: Net realized and unrealized (loss) gain on investments of Consolidated Funds
+Added: Interest and other income of Consolidated Funds
+Added: (Loss) income before income taxes
Income tax benefit (expense)
−Removed: Net (loss) income from continuing operations
−Removed: Discontinued operations:
−Removed: Net income from discontinued operations
Net (loss) income
−Removed: net income attributable to non-controlling interest, continuing operations
+Added: net (loss) income attributable to non-controlling interest in Consolidated Funds
Net (loss) income attributable to Great Elm Group, Inc.
−Removed: Net (loss) income attributable to shareholders per share
+Added: Net (loss) income attributable to stockholders per share
Weighted average shares outstanding
4 unchanged sentences
Stockholders'
+Added: non-controlling interest in
Total Stockholders'
+Added: Consolidated Funds
BALANCE, June 30, 2024
−Removed: Net income (loss)
Issuance of common stock related to vesting of restricted stock
−Removed: Issuance of interests in Consolidated Funds
+Added: Contributions to Consolidated Funds
Distributions from Consolidated Funds
2 unchanged sentences
BALANCE, June 30, 2025
+Added: Net (loss) income
Issuance of common stock related to vesting of restricted stock
−Removed: Contributions to Consolidated Funds
+Added: Withholding tax payments related to restricted stock
+Added: Issuance of common stock related to equity transactions, net
+Added: Issuance of warrants
Distributions from Consolidated Funds
+Added: Redemptions of non-controlling interests in Consolidated Funds
Stock repurchases
7 unchanged sentences
Cash flows from operating activities:
−Removed: Net (loss) income from continuing operations
−Removed: Adjustments to reconcile net (loss) income to net cash used in operating activities:
−Removed: Net proceeds from sale of real estate
+Added: Net (loss) income
+Added: Adjustments to reconcile net (loss) income to net cash flows from operating activities:
+Added: Proceeds from sale of real estate
Gain on sale of real estate
1 unchanged sentence
Stock-based compensation
−Removed: Unrealized gain on investments
−Removed: Realized loss on investments
+Added: Unrealized loss (gain) on investments
+Added: Realized gain on investments
Realized gain on Convertible notes
−Removed: Non-cash interest and amortization of capitalized issuance costs
−Removed: Deferred tax expense
+Added: Non-cash interest and amortization of debt issuance costs
+Added: Deferred tax (benefit) expense
Change in fair value of contingent consideration
−Removed: Other non-cash (income) expense, net
−Removed: Adjustments to reconcile net (loss) income to net cash used in operating activities of Consolidated Funds:
−Removed: Purchase of investments by Consolidated Funds
−Removed: Proceeds from principal payments of Consolidated Funds
+Added: Other non-cash expense, net
+Added: Adjustments to reconcile net (loss) income to net cash flows from operating activities of Consolidated Funds:
+Added: Purchase of investments
+Added: Sales of investments
Amortization of premium and accretion of discount, net
−Removed: Net realized and unrealized gain on investments
+Added: Net realized and unrealized loss (gain) on investments
Changes in operating assets and liabilities:
8 unchanged sentences
Accrued expenses and other liabilities
−Removed: Net cash provided by (used in) operating activities - continuing operations
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash flows from operating activities
Cash flows from investing activities:
1 unchanged sentence
Proceeds from settlement of held-to-maturity investments
−Removed: Purchases of investments
Proceeds from settlement of trading securities
+Added: Sales of investments
+Added: Purchases of investments
Investments in portfolio funds
2 unchanged sentences
Redemption of investments
−Removed: Sales of investments
−Removed: Net cash provided by (used in) investing activities - continuing operations
−Removed: Net cash provided by (used in) investing activities - discontinued operations
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash flows from investing activities
GREAT ELM GROUP, INC.
3 unchanged sentences
Cash flows from financing activities:
−Removed: Net contributions to (distributions from) non-controlling interests in Consolidated Funds
+Added: Proceeds from issuance of common stock
+Added: Equity issuance costs
Redemption of Convertible notes
Stock repurchases
−Removed: Net cash provided by (used in) financing activities - continuing operations
−Removed: Net cash provided by (used in) financing activities
−Removed: Net increase (decrease) in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale
−Removed: Net change in cash, cash equivalents and restricted cash
+Added: Withholding tax payments related to restricted stock
+Added: Redemptions of non-controlling interests in Consolidated Funds
+Added: Contributions to non-controlling interests in Consolidated Funds
+Added: Distributions from non-controlling interests in Consolidated Funds
+Added: Net cash flows from financing activities
+Added: Net increase (decrease) in cash and cash equivalents
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
+Added: Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
−Removed: Non-cash investing and financing activities
+Added: Supplemental non-cash financing transactions:
+Added: Fair value of warrants issued
Lease liabilities and right of use assets arising from operating leases
−Removed: Non-cash contribution to Consolidated Funds
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:
13 unchanged sentences
( FM Acquisition ), Great Elm DME Holdings, Inc.
−Removed: ( DME Holdings ), Monomoy CRE, LLC ( MCRE ), Monomoy BTS Construction Management, LLC ( MCM ), Monomoy Construction Services, LLC ( MCS ) and Monomoy BTS Corporation ( MBTS ).
+Added: ( 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.
+Added: Change in Segments
+Added: 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.
+Added: 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.
+Added: As a result, the Company’s segment reporting structure is based on the Company’s various investment strategies.
+Added: As a result of the change in segments, effective during the quarter ended September 30, 2025, the Company has the following reportable segments:
+Added: • 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
+Added: • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for industrial outdoor storage ( IOS ) sector
Summary of Significant Accounting Policies
5 unchanged sentences
Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates.
−Removed: The historical results of our Durable Medical Equipment ( DME ) business and related activity have been presented in the accompanying consolidated statements of operations and cash flows for the year ended June 30, 2024 as discontinued operations.
−Removed: See Note 18 - Discontinued Operations.
−Removed: Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only.
−Removed: Certain prior period amounts have been reclassified to conform to current period presentation.
+Added: Certain prior period amounts have been reclassified to conform to current period presentation, including reclassifications made in the presentation of operating costs and expenses.
+Added: Such reclassifications were not material and did not affect the reported net income (loss) for the periods presented.
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.
−Removed: In most cases, a controlling financial interest reflects ownership of a majority of the voting interests.
−Removed: We consolidate a variable interest entity ( VIE ) when we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.
All intercompany accounts and transactions have been eliminated in consolidation.
−Removed: 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.
−Removed: See Note 14 - Non-Controlling Interests and Redeemable Preferred Stock of Subsidiaries .
+Added: The Company evaluates entities it is involved with to determine whether it has a controlling financial interest in them and is required to consolidate.
+Added: 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.
+Added: 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.
+Added: The Company determines whether an entity should be consolidated by first evaluating whether it holds a variable interest in the entity.
+Added: 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.
+Added: The Company factors in all economic interests, including proportionate interests through related parties, to determine if fees are considered a variable interest.
+Added: Entities that are not VIEs are further evaluated for consolidation under the VOE model.
+Added: Variable Interest Entities
+Added: The Company considers an entity to be a VIE if any of the following conditions exist:
+Added: (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support;
+Added: (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;
+Added: 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.
+Added: The Company consolidates VIEs for which it is the primary beneficiary.
+Added: 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.
+Added: 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.
+Added: In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity.
+Added: The consolidation analysis is generally performed qualitatively, however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed.
+Added: This analysis requires judgment.
+Added: These judgments include:
+Added: (i) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support;
+Added: (ii) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity;
+Added: (iii) determining whether two or more parties’ equity interests should be aggregated;
+Added: (iv) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity;
+Added: 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.
+Added: VIEs are subject to specific disclosure requirements.
+Added: See Note 7 - Variable Interest Entities f or additional disclosures pertaining to the Company’s involvement with VIEs.
+Added: Voting Interest Entities
+Added: 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.
+Added: Non-controlling interests
+Added: 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.
+Added: Non-redeemable non-controlling interests consist of profits interest issued to KLIM in REV, see Note 20 - Equity Transactions.
+Added: 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.
+Added: There was no activity to report related to the non-redeemable non-controlling interests within the consolidated financial statements.
+Added: 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.
11 unchanged sentences
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.
+Added: 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.
−Removed: Held-to-maturity securities are measured at amortized cost with realized 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).
−Removed: As of June 30, 2025, GEG had no investments in marketable securities.
−Removed: As of June 30, 2024, all investments in marketable securities were classified as held-to-maturity and had original maturities (at the time of purchase) of six months.
−Removed: As of June 30, 2024, the amortized cost basis for these securities approximated their fair value.
+Added: As of June 30, 2026 and June 30, 2025 , GEG had no investments in marketable securities.
Investments, at Fair Value
18 unchanged sentences
Goodwill is not amortized for US GAAP purposes.
−Removed: Instead goodwill is reviewed for impairment at least annually, 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.
−Removed: We perform our annual impairment test on the first day of the fiscal fourth quarter, or as required when impairment triggering events are identified.
−Removed: The Company's identifiable intangible assets consist of investment management agreements, assembled workforce, customer-related intangibles and licenses.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Company performs annual impairment test on the first day of the fiscal fourth quarter, or as required when impairment triggering events are identified.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
5 unchanged sentences
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.
−Removed: We determine 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.
+Added: Revenue Recognition
+Added: 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.
+Added: The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability.
+Added: Revenues are not recognized until the performance obligation(s) are satisfied.
+Added: 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.
−Removed: As the interest rate implicit in our leases is generally not readily determinable, we utilize the incremental borrowing rate, determined by class of underlying asset, to discount the lease payments.
+Added: 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.
−Removed: If we are 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.
+Added: 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.
+Added: 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.
+Added: When the terms of a lease agreement are changed, management assesses the contract for a lease modification.
+Added: 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.
1 unchanged sentence
See Note 11 - Lessee Operating Leases for additional information about the Company’s leases.
−Removed: Investment Management Expenses
−Removed: The Company classifies all direct expenses incurred under its investment management agreements, such as payroll, stock-based compensation, and related taxes and benefits;
−Removed: facilities costs;
−Removed: and consulting fees in investment management expenses in the consolidated statements of operations.
Stock-Based Compensation
−Removed: We issue equity awards to eligible employees and directors, generally in the form of stock options, restricted stock awards and restricted stock units.
+Added: 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.
11 unchanged sentences
The Company accounts for forfeitures when they occur.
−Removed: The stock-based compensation expense is classified in the consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.
+Added: The stock-based compensation expense is presented within compensation and benefits in the consolidated statements of operations.
+Added: 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.
+Added: 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.
+Added: Other Non-Cash Compensation
+Added: The Company issues compensation to certain employees in the form of Great Elm Capital Corp.
+Added: ( 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.
+Added: These awards generally have a three to five years vesting period from the grant date.
+Added: These awards are accounted for as other non-cash compensation expense in a systematic and rational manner;
+Added: and are presented within compensation and benefits in the consolidated statements of operations.
+Added: 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.
+Added: 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 .
+Added: 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.
+Added: The warrants issued as part of Securities Purchase Agreement with Woodstead Value Fund LP are classified as equity under these conditions.
+Added: The Company estimated the fair value of the Warrants using the Black-Scholes option pricing model on the grant date.
+Added: See Note 20 - Equity transactions for further information.
+Added: Net Realized and Unrealized Gains/(Losses) on Investments
+Added: 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.
+Added: 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.
+Added: Realized and unrealized gains (losses) are presented together as net realized and unrealized gains on investments within the consolidated statements of operations.
+Added: Interest and Dividend Income
+Added: Interest and dividends are included within interest and dividend income.
+Added: Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected.
+Added: Dividends are recorded when the right to receive payment is established.
Income taxes are accounted for under the asset and liability method.
11 unchanged sentences
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.
+Added: 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.
−Removed: Acquisition costs are expensed as incurred and recorded in investment management expenses.
−Removed: 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.
+Added: Acquisition costs incurred in connection with a business combination are expensed as incurred.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: Net Income (Loss) Per Share
−Removed: The following table presents the calculation of basic and diluted net income (loss) per share:
−Removed: For the twelve months ended June 30,
−Removed: (in thousands except per share amounts)
−Removed: Net (loss) income from continuing operations
−Removed: net income attributable to non-controlling interest, continuing operations
−Removed: Numerator for basic EPS - Net (loss) income from continuing operations attributable to Great Elm Group, Inc.
−Removed: Net income from discontinued operations
−Removed: Numerator for basic EPS - Net income from discontinued operations, attributable to Great Elm Group, Inc.
−Removed: Effect of dilutive securities:
−Removed: Interest expense associated with Convertible Notes, continuing operations
−Removed: Numerator for diluted EPS - Net (loss) income from continuing operations attributable to Great Elm Group, Inc., after the effect of dilutive securities
−Removed: Numerator for diluted EPS - Net income from discontinued operations, attributable to Great Elm Group, Inc.
−Removed: Denominator for basic EPS - Weighted average shares of common stock outstanding
−Removed: Effect of dilutive securities:
−Removed: Restricted stock
−Removed: Convertible Notes
−Removed: Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities
−Removed: Net (loss) income attributable to shareholders per share (1)
−Removed: (1) Per share amounts from discontinued operations round to less than $ 0.01 .
−Removed: As of June 30, 2025, the Company had 3,005,747 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation because to do so would be anti-dilutive for the twelve months ended June 30, 2025.
−Removed: As of June 30, 2024, the Company had 3,264,424 potential shares of common stock issuable upon the exercise of stock options that are not included in the diluted net income (loss) per share calculation for the twelve months ended June 30, 2024 because to do so would be anti-dilutive.
−Removed: As of June 30, 2024, the Company had an aggregate of 1,425,245 issued shares that are not considered outstanding for accounting purposes since they are unvested and subject to forfeiture by the employees at a nominal price if service milestones are not met.
+Added: 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.
+Added: Earnings (loss) per share
+Added: The Company calculates basic and diluted earnings (loss) per share by dividing net income (loss) by its shares outstanding as outlined below.
+Added: 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.
+Added: Options, warrants, unvested share-based payment awards and convertible notes are excluded from the basic earnings (loss) per share calculation.
+Added: 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.
+Added: 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.
+Added: For periods with a net loss, potential shares of common stock are considered antidilutive.
+Added: The Company considers two ways to measure dilution to earnings (loss) per share:
+Added: (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).
+Added: As appropriate, the Company’s policy is to apply the more dilutive methodology upon issuance of such instruments.
+Added: Segment Reporting
+Added: The Company currently operates as two reportable segments, Alternative Credit and Real Estate.
+Added: See Note 8 - Segment Reporting for further information regarding the Company's reportable segments.
Concentration of Risk
−Removed: The Company’s revenues from continuing operations and related receivables are primarily attributable to the management of Great Elm Capital Corp.
−Removed: ( GECC ) and Monomoy UpREIT, LLC ( Monomoy UpREIT ) investment vehicles.
+Added: 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
−Removed: Segment Reporting Disclosures.
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”).
−Removed: The Company has adopted this standard for our fiscal year 2025 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.
−Removed: See Note 7 - Segment Reporting for further information.
−Removed: Recently Issued Accounting Standards
Income Taxes.
2 unchanged sentences
The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, and early adoption and retrospective application are permitted.
−Removed: The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.
+Added: 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.
+Added: Recently Issued Accounting Standards
Income Statement.
11 unchanged sentences
The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements.
+Added: Interim Reporting.
+Added: 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.
+Added: The amendments in this ASU are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 31, 2027.
+Added: Early adoption is permitted.
+Added: The Company is evaluating the potential impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.
+Added: 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.
+Added: The Company does not believe that any such guidance has or will have a material effect on its consolidated financial statements and related disclosures.
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 ).
14 unchanged sentences
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.
−Removed: Revenues and operating loss before income taxes from MCS for the period from February 4, 2025 through June 30, 2025 amounted to approximately $ 0.9 million and $ 0.9 million , respectively.
−Removed: The Company incurred approximately $ 0.1 million of acquisition-related costs that were expensed in investment management expenses during the year ended June 30, 2025.
−Removed: The following unaudited pro forma financial information presents the combined results of operations of the Company and Greenfield as if the acquisition had occurred on July 1, 2023.
−Removed: The unaudited pro forma financial information includes the accounting effects of the business combination, including amortization of intangible assets.
−Removed: The unaudited pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented, nor should it be taken as an indication of the Company’s future consolidated results of operations.
−Removed: For the twelve months ended June 30,
−Removed: (in thousands)
−Removed: Pro forma combined:
The Company's revenues are summarized in the following table:
1 unchanged sentence
(in thousands)
−Removed: Investment management revenue:
+Added: Alternative Credit:
Management fees
1 unchanged sentence
Administration and service fees
+Added: Total Alternative Credit revenues
+Added: Management fees
Property management fees
+Added: Administration and service fees
Real estate property sales
1 unchanged sentence
Real estate rental income
+Added: Total Real Estate revenues
Total revenues
1 unchanged sentence
Management Fees
−Removed: The Company earns management fees based on the investment management agreements between MCRE and Monomoy UpREIT, LLC ( Monomoy UpREIT ) as well as between GECM and Great Elm Capital Corp.
−Removed: ( GECC ), and other private funds (collectively, the Funds ).
+Added: 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.
3 unchanged sentences
Incentive Fees
−Removed: 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 Monomoy Properties II, LLC ( MP II ), a feeder fund of Monomoy Properties REIT, LLC ( Monomoy REIT ).
+Added: 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.
5 unchanged sentences
Incentive fees are recognized when it is determined that they are no longer probable of significant reversal.
−Removed: During the year ended June 30, 2025, the Company recorded revenue in respect to the incentive fees due from GECC of $ 4.1 million .
+Added: Effective February 2026, GECM has waived all accrued and unpaid incentive fees for GECC through March 31, 2026.
+Added: Additionally, effective April 2026, GECM has waived all accrued and unpaid incentive fees for GECC through June 30, 2026.
Administration and Service Fees
28 unchanged sentences
Under the terms of the lease, the Company may recover from the tenant certain expenses, including real estate taxes and other operating expenses.
−Removed: The recovery of these expenses is recognized in rental income in the accompanying condensed consolidated statements of operations, in the same periods as the expenses are incurred.
+Added: 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 unchanged sentences
(in thousands)
−Removed: Net realized and unrealized gain on investments
−Removed: Net realized and unrealized gain on investments of Consolidated Funds
+Added: Net realized and unrealized (loss) gain on investments
+Added: Net realized and unrealized (loss) gain on investments of Consolidated Funds
Dividend income
+Added: Interest income
See Note 4 - Revenue for additional discussion of fees earned from managed investment products.
4 unchanged sentences
Investment management revenues receivable
+Added: Administration and service fee receivable
Receivable for reimbursable expenses paid
3 unchanged sentences
GECM has agreements to manage the investment portfolios for GECC and other investment products, as well as to provide administrative services.
−Removed: Through June 30, 2024, GECM had agreements with Monomoy UpREIT.
−Removed: The agreements with Monomoy UpREIT were transferred to MCRE on June 30, 2024.
−Removed: Under these agreements, GECM and MCRE 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.
+Added: 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.
−Removed: Consolidated Funds
−Removed: Through its wholly-owned subsidiaries GECM, MCRE and GEO GP, the Company serves or served as the investment manager, general partner, or managing member of certain private funds, in which it may also have a direct investment.
−Removed: 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.
−Removed: The Company monitors such funds and related criteria for consolidation on an ongoing basis.
−Removed: Funds that have historically been consolidated will be deconsolidated at such time as the Company is no longer deemed to be the primary beneficiary and will then be treated as equity method investments.
−Removed: The Company retains the specialized investment company accounting guidance under US GAAP with respect to the consolidated funds (collectively, the Consolidated Funds ).
−Removed: As such, investments of the Consolidated Funds are included in the consolidated balance sheets at fair value and the net realized and unrealized gain or loss on those investments was included as a component of other income on the consolidated statements of operations.
−Removed: Non-controlling interests of the Consolidated Funds are included in net income (loss) attributable to non-controlling interest, continuing operations.
−Removed: The Company's risk with respect to the Consolidated Funds is limited to its beneficial interests in these funds.
−Removed: The assets of Consolidated Funds are not available to creditors of the Company.
−Removed: The creditors of Consolidated Funds do not have recourse to the Company other than to the assets of the respective Consolidated Funds.
−Removed: The Company holds investments in certain funds that are VIEs but the Company is not deemed to be the primary beneficiary.
−Removed: 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.
−Removed: 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.
−Removed: See Note 2 - Summary of Significant Accounting Policies for additional details.
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.
−Removed: Drapkin is a director on our Board of Directors and also the Chairman of GECC's Board of Directors, Adam M.
−Removed: Kleinman is our President, as well as the Chief Compliance Officer of GECC, Matt Kaplan is the President of GECM, as well as the President and Chief Executive Officer of GECC and Keri A.
+Added: 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.
+Added: 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.
13 unchanged sentences
GECM has shared personnel and reimbursement agreements for back-office personnel with ICAM.
−Removed: Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, is the Chief Executive Officer of ICAM, and Matt Kaplan, the President of GECM, is also a Managing Director of ICAM.
−Removed: 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 investment management expenses in the consolidated statements of operations.
+Added: Reese, the Chief Executive Officer and Chairman of the Company’s Board of Directors, is the Chief Executive Officer of ICAM.
+Added: 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.
2 unchanged sentences
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.
−Removed: As of January 1, 2024, GECM also has a shared personnel and reimbursement agreement with ICAM whereby ICAM reimburses certain costs incurred by GECM related to administrative services provided by GECM employees for the benefit of ICAM.
−Removed: As of June 30, 2025 and 2024, costs of approximately $ 1 thousand and $ 30 thousand related to the shared personnel and reimbursement agreement are included in receivables from managed funds, respectively.
−Removed: See Note 4 - Revenue for additional details.
On October 29, 2024, the Company and Mr.
6 unchanged sentences
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.
+Added: 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.
−Removed: See Note 6 - Fair Value Measurements for details on the contingent consideration paid to ICAM following the acquisition of the Monomoy UpREIT management agreements, and Note 13 - Convertible Notes for details on the Convertible Notes issued to related parties.
+Added: 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.
−Removed: The Monomoy Note accrues interest at 8.0 % per annum payable semi-annually in arrears .
−Removed: The Monomoy Note matures in January 2026 .
+Added: The note was fully paid down in July 2025.
+Added: 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.
+Added: 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.
+Added: The Company’s subsidiaries may from time to time make payments to vendors that are related parties, including payments to procure construction supplies.
+Added: 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.
+Added: These payments were made subsequent to the Greenfield Acquisition on February 5, 2025.
Fair Value Measurements
10 unchanged sentences
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.
−Removed: The valuation techniques applied to investments held by the Company and by the Consolidated Fund vary depending on the nature of the investment.
+Added: 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.
+Added: The financial assets and liabilities of the Consolidated Funds are presented in Note 7 - Variable Interest Entities.
Equity and equity-related securities
1 unchanged sentence
To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level 1.
−Removed: Equity investments that do not have readily-available market prices utilize valuation models to determine fair value and are classified as Level 3.
−Removed: As of June 30, 2025 , the Company had equity investments in three private companies that were valued using a discounted cash flows model with discount rates ranging from 9.8 % - 11.3 % (weighted average 10.4 %).
−Removed: As of June 30, 2024, the Company had investments in two private companies that were valued using an options pricing model with a volatility ranging from 39.1 % - 39.7 % (weighted average 39.5 %) and risk-free rates of 4.24 % - 4.38 % (weighted average 4.29 %).
−Removed: The change in valuation technique was due to additional information about the assumptions used by market participants and transactional experience.
+Added: 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.
+Added: 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.
+Added: 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
1 unchanged sentence
Debt investments that are not actively traded are generally based on discounted cash flows and classified as Level 3.
+Added: See Note 7 - Variable Interest Entities.
Investments in private funds
2 unchanged sentences
Investments valued using NAV as a practical expedient are not categorized within the fair value hierarchy.
−Removed: As of 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.
+Added: 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.
−Removed: As of June 30, 2024, investments in private funds includes investments in Monomoy UpREIT, MP II and Great Elm Opportunities Fund I, LP Series D ( GEOF Series D ), each of which is managed by a wholly-owned subsidiary of the Company, in addition to private funds managed by third-party investment managers.
The private funds generally allow redemptions annually with 60 - 90 days’ notice.
8 unchanged sentences
As of June 30, 2026 and 2025 the Company's cost of investments was $ 53.6 million and $ 54.2 million .
−Removed: The assets and liabilities measured at fair value on a recurring and no n-recurring basis which are held by the Company are summarized in the tables below:
+Added: 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 3 0 , 2026
6 unchanged sentences
Equity investments
−Removed: Debt securities
Total assets within the fair value hierarchy
Investments valued at net asset value
−Removed: Contingent consideration liability
−Removed: Total liabilities
There were no transfers between levels of the fair value hierarchy during the years ended June 3 0 , 2026 and 2 0 25 .
5 unchanged sentences
Ending balance
−Removed: For the year ended June 30, 2025, the Level 3 assets still held as of the balance sheet date had an unrealized gain of $ 4.7 million .
+Added: Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
The following is a reconciliation of changes in Level 3 liabilities:
4 unchanged sentences
Ending balance
+Added: 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.
+Added: Variable Interest Entities
+Added: 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.
+Added: 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.
+Added: The Company monitors such funds and related criteria for consolidation on an ongoing basis.
+Added: 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.
+Added: The Company retains the specialized investment company accounting guidance under US GAAP with respect to the consolidated funds (collectively, the Consolidated Funds ).
+Added: 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.
+Added: Redeemable non-controlling interest in the Consolidated Funds is included in net (loss) income attributable to non-controlling interest in Consolidated Funds.
+Added: The Company's risk with respect to the Consolidated Funds is limited to its beneficial interests in these funds.
+Added: The assets of Consolidated Funds are not available to creditors of the Company.
+Added: The creditors of Consolidated Funds do not have recourse to the Company other than to the assets of the respective Consolidated Funds.
+Added: The Company holds investments in certain funds that are VIEs but the Company is not deemed to be the primary beneficiary.
+Added: 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.
+Added: 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.
+Added: See Note 2 - Summary of Significant Accounting Policies for additional details.
Investments at Fair Value, Consolidated Funds
18 unchanged sentences
Beginning balance
−Removed: Net Transfers
+Added: Transfers In (1)
+Added: Transfers Out (1)
Sales and Paydowns
2 unchanged sentences
Ending balance
−Removed: For the three months ended June 30, 2025, the Level 3 assets still held as of the balance sheet date had a decrease in unrealized gain of $ 4,392 .
−Removed: Four investments with an aggregate fair value of $ 2,016,236 were transferred from Level 3 to Level 2 during the year ended June 30, 2025 as a result of increased pricing transparency.
−Removed: Two investments with an aggregate fair value of $ 606,049 were transferred from Level 2 to Level 3 during the year ended June 30, 2025 as a result of reduced pricing transparency.
+Added: Change in net unrealized appreciation/depreciation included in earnings related to financial assets still held at the reporting date
+Added: (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.
7 unchanged sentences
10.13 % - 30.84 % ( 14.31 %)
−Removed: Recent Transaction
−Removed: Recent Transaction
+Added: Market Approach
+Added: Earnings Multiple
+Added: 8.25 - 14.57 ( 8.89 )
Total Equity/Other
8 unchanged sentences
Recent Transaction
−Removed: Market Approach
−Removed: Earnings Multiple
+Added: Recent Transaction
Total Equity/Other
Segment Reporting
−Removed: We manage our business activities on a consolidated basis and operate as a single operating segment.
−Removed: We primarily derive our revenue from our asset management business which is 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.
−Removed: The accounting policies of the segment are the same as those described in Note 2 - Summary of Significant Accounting Policies.
−Removed: Our chief operating decision maker ( CODM ) is our Chief Executive Officer and Chairman of the Company’s Board of Directors , Jason W.
−Removed: The CODM uses net income, as reported on our Consolidated Statements of Operations, predominantly in the annual budget and forecasting process.
+Added: 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.
+Added: 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.
+Added: This structure includes two reportable segments:
+Added: Alternative Credit and Real Estate.
+Added: The structure is based on the Company’s various investment strategies.
+Added: As a result of the change noted above, effective for the quarter ended September 30, 2025, the Company began reporting the following business segments:
+Added: • 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
+Added: • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector
+Added: The Company has a corporate office that is included in “Corporate & Other”.
+Added: 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.
+Added: Our CODM is our Chief Executive Officer and Chairman of the Company’s Board of Directors , Jason W.
+Added: 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.
−Removed: T otal assets for the segment are as reported on the Consolidated Balance Sheet.
−Removed: The following table provides the operating financial results of our operating segment:
+Added: The Company does not disclose total asset information for its reportable segments as the information is not reviewed by the CODM.
+Added: 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)
+Added: Alternative Credit
+Added: Total Segments
+Added: Corporate & Other
Cost of revenues
−Removed: Interest income
−Removed: Significant segment expenses
−Removed: Employee expenses
Operating expenses:
+Added: Compensation and benefits
+Added: Depreciation and amortization
+Added: Selling, general and administrative
+Added: Non-operating income/(expenses):
+Added: Dividends and interest income
Interest expense
+Added: Net realized and unrealized loss
+Added: Net realized and unrealized loss on investments of Consolidated Funds
+Added: Interest and other income of Consolidated Funds
+Added: Loss before income taxes
+Added: Income tax (expense) benefit
+Added: For the twelve months ended June 30, 2025
+Added: (in thousands)
+Added: Alternative Credit
+Added: Total Segments
+Added: Corporate & Other
+Added: Cost of revenues
+Added: Operating expenses:
+Added: Compensation and benefits
Depreciation and amortization
−Removed: Other segment expenses
−Removed: Income tax expense
−Removed: Other expenses
+Added: Selling, general and administrative
+Added: Non-operating income/(expenses):
+Added: Dividends and interest income
+Added: Interest expense
Net realized and unrealized gain
Net realized and unrealized gain on investments of Consolidated Funds
−Removed: Segment net income
−Removed: Other income includes dividend income and other income of Consolidated Funds, as well as income from discontinued operations.
−Removed: Employee expenses consist of compensation expense.
−Removed: Operating expenses are primarily made up of overhead expenses such as insurance, rent, professional fees, travel and meals, and other related costs.
−Removed: Other expenses primarily consists of expenses of Consolidated Funds and other non-recurring expenses, such as non-recurring legal fees.
+Added: Interest and other income of Consolidated Funds
+Added: Income (loss) before income taxes
+Added: Income tax expense
+Added: Net income (loss)
+Added: Selling, general and administrative includes expenses such as insurance, rent, professional fees and other expenses, along with expenses of the Consolidated Funds.
Identifiable Intangible Assets, Net
18 unchanged sentences
For the year ending June 30, 2031
−Removed: In January 2023, MBTS completed the purchase of certain land parcels in Mississippi and Florida.
−Removed: MBTS completed its third purchase, a land parcel in Florida, in March 2025.
−Removed: Contemporaneously with the land purchases, MBTS entered into commercial lease agreements, as a lessor, in respect to the land parcels and build-to-suit improvements to be constructed thereon.
−Removed: The leases will commence upon substantial completion of the build-to-suit developments.
+Added: As part of its build-to-suit development initiatives, MBTS purchases certain land parcels.
+Added: 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.
+Added: 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.
−Removed: During the years ended June 30, 2025 and 2024 , the Company capitalized costs of $ 3.4 million and $ 8.5 million, respectively, within real estate assets, net on its condensed consolidated balance sheet, representing the development and construction costs directly identifiable with the real estate projects.
On June 18, 2024, MBTS sold one of its developments for consideration totaling $ 7.8 million.
5 unchanged sentences
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.
−Removed: In December 2024, a second development was completed and the lease commenced.
−Removed: Upon completion, the Company began to depreciate the asset over its expected useful life of 39 years .
−Removed: During the year ended June 30, 2025, the Company recognized depreciation expense totaling approximately $ 0.1 million in connection with the asset.
−Removed: The lease is through December 2034 and contains two five-year extensions.
−Removed: For the year ended June 30, 2025, lease income relating to lease payments was $ 0.3 million .
−Removed: The following table summarizes the base rents for the remaining lease term:
−Removed: (in thousands)
−Removed: June 30, 2025
−Removed: For the year ending December 31, 2025
−Removed: For the year ending December 31, 2026
−Removed: For the year ending December 31, 2027
−Removed: For the year ending December 31, 2028
−Removed: Total base rent
+Added: In December 2024, a development was completed and the lease commenced.
+Added: In September 2025, the Company completed the sale of this property for consideration totaling $ 7.0 million.
+Added: In March 2026, another development was completed and the lease commenced.
+Added: In June 2026, the Company completed the sale of this property for consideration totaling $ 7.3 million.
+Added: This property sale was to Monomoy Properties REIT, LLC a related party.
+Added: Upon completion of each of the developments, the Company began to depreciate the assets over the expected useful life of 39 years .
+Added: 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.
+Added: There was $ 0.2 million of lease income relating to lease payments on the assets for the year ended June 30, 2026 .
+Added: There was $ 0.3 million of lease income relating to lease payments for the year ended June 30, 2025.
+Added: 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.
Lessee Operating Leases
23 unchanged sentences
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.
+Added: In March 2026, the Company signed a new office lease which commenced in August 2026 .
+Added: 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.
Accrued Expenses and Other Current Liabilities
29 unchanged sentences
As of June 30, 2026, our net consolidated debt to equity ratio is 0.25 :1.00.
−Removed: The fair value of the GEGGL Notes as of June 30, 2025 was 25.3 million .
+Added: The fair value of the GEGGL Notes as of June 30, 2026 and June 30, 2025 was $ 26.7 million and $ 25.3 million .
Convertible Notes
30 unchanged sentences
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.
−Removed: Non-Controlling Interests and Redeemable Preferred Stock of Subsidiaries
+Added: Earnings per Share
+Added: The following table presents the calculation of basic and diluted net income (loss) per share:
+Added: For the twelve months ended June 30,
+Added: (in thousands except per share amounts)
+Added: Net (loss) income attributable to Great Elm Group, Inc.
+Added: Effect of dilutive securities:
+Added: Interest expense associated with Convertible Notes
+Added: Numerator for diluted EPS - Net (loss) income attributable to Great Elm Group, Inc.
+Added: stockholders after the effect of dilutive securities
+Added: Denominator for basic EPS - Weighted average shares of common stock outstanding
+Added: Effect of dilutive securities:
+Added: Restricted stock
+Added: Convertible Notes
+Added: Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities
+Added: Net (loss) income attributable to stockholders per share
+Added: 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.
+Added: For the twelve months ended June 30,
+Added: (in thousands)
+Added: Restricted stock
+Added: Convertible Notes
+Added: Total Anti-Dilutive Securities
Non-Controlling Interests
+Added: 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.
13 unchanged sentences
Consolidated Fund – Non-controlling interest classified as permanent equity
+Added: 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.
15 unchanged sentences
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.
−Removed: The 2016 Long-Term Incentive Plan is administered by the Compensation Committee of the Board of Directors (the Compensation Committee ) and provides 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.
−Removed: As of June 30, 2025, the Company had a total of 3,974,586 shares outstanding under the 2016 Long-Term Incentive Plan and no shares were outstanding under the 2016 Employee Stock Purchase Plan.
+Added: 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.
+Added: 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.
The following table summarizes the number of common shares available for future issuance under the plans discussed above as of June 30, 2026:
2 unchanged sentences
2016 Employee Stock Purchase Plan
+Added: 2025 Long-Term Incentive Plan
Restricted Stock Awards and Restricted Stock Units
21 unchanged sentences
Exercisable at June 30, 2026
−Removed: There were no options granted during the year ended June 30, 2025 .
−Removed: There were no options granted, forfeited, cancelled or expired during the year ended June 30, 2024.
+Added: There were no options granted during the years ended June 30, 2026 and 2025 .
Stock-Based Compensation Expense
5 unchanged sentences
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.
−Removed: As of June 30, 2025 , there were no restricted stock awards and restricted stock units that were deferred under this plan.
+Added: 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
−Removed: During the year ended 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.
+Added: 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.
−Removed: During the years ended June 30, 2025, 2024 and 2023, 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.
−Removed: The total value of the MP II restricted membership interests awarded for the years ended June 30, 2025, 2024 and 2023 was $ 0.8 million, which vest on the third anniversary of the grant date.
−Removed: Related compensation expense was $ 0.3 million and $ 0.1 million for the years ended June 30, 2025 and 2024 .
+Added: 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.
+Added: Related compensation expense was $ 1.2 million for the year ended June 30, 2025.
+Added: 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.
+Added: 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.
+Added: Related compensation expense was $ 0.6 million for the year ended June 30, 2026.
+Added: 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.
+Added: 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.
1 unchanged sentence
Related compensation expense was $ 0.2 million for the year ended June 30, 2026.
−Removed: The Company had income (loss) before income taxes from continuing operations of $ 15.6 million and $( 0.8 ) million , respectively, for the years ended June 30, 2025 and 2024.
+Added: Related compensation expense was $ 0.1 million for the year ended June 30, 2025 .
+Added: 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.
2 unchanged sentences
(in thousands)
−Removed: Income tax expense
−Removed: The Company recognized an income tax expense from continuing operations of $ 0.1 million and $ 0.1 million for the years ended June 30, 2025 and 2024, respectively.
+Added: Income tax (benefit) expense
+Added: 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.
+Added: 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.
−Removed: The expense for the year ended June 30, 2024 consisted of federal and state and local taxes.
−Removed: 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.
−Removed: For the years ended June 30,
+Added: 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.
+Added: For the year ended June 30,
(in thousands)
−Removed: Federal tax expense (benefit) at statutory rate
+Added: US federal statutory income tax benefit
+Added: Nontaxable or nondeductible items
+Added: Cross-border tax effects
+Added: Other reconciling items
+Added: Investment in partnerships
+Added: Passthrough investment in REV
+Added: Change in valuation allowance
State taxes net of federal impact
+Added: Changes in uncertain tax benefits
+Added: Income tax benefit
+Added: 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.
+Added: For the year ended June 30,
+Added: (in thousands)
+Added: Federal tax expense (benefit) at statutory rate
Change in valuation allowance
+Added: State taxes net of federal impact
Provision to return and other deferred tax
23 unchanged sentences
The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets.
−Removed: The decrease of $ 3.8 million in the overall valuation allowance relates primarily to the unrealized gain recognized on the Company's investments recorded to fair value and the expiration of federal tax attributes.
+Added: 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.
9 unchanged sentences
Balance as of June 30, 2024
+Added: Lapse of statute of limitations
Balance as of June 30, 2025
2 unchanged sentences
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.
−Removed: As of June 30, 2025 and 2024, the Company had approximately $ 0.3 million and $ 0.5 million , respectively, of unrecognized tax benefits, including interest and penalties, recognized on our balance sheet.
+Added: As of June 30, 2026 , the Company had no unrecognized tax benefits.
+Added: 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.
+Added: 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.
−Removed: As of June 30, 2024, the accrual for interest and penalties associated with tax liabilities was immaterial.
These unrecognized tax benefits, if recognized, would decrease the effective tax rate in the year of resolution.
−Removed: Although timing of the resolution and/or closure on the Company's unrecognized tax benefits is highly uncertain, it is reasonably possible that the liability associated with our unrecognized tax benefit liabilities will decrease within the next 12 months as a result of the expiration of statutes of limitation.
−Removed: As of June 30, 2025, we estimate a reversal of the full unrecognized tax benefit liabilities as a result of expiration of statute of limitations.
The Company files income tax returns in accordance with the tax laws of the jurisdictions in which it operates.
2 unchanged sentences
The Company is not currently under examination by any tax authorities.
−Removed: On July 4, 2025, new U.S tax legislation was signed into law (known as the "One Big Beautiful Bill Act" or "OBBBA").
−Removed: The Company is currently evaluating the impact of the new legislation.
+Added: 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.
+Added: 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.
+Added: 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.
Commitments and Contingencies
2 unchanged sentences
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.
−Removed: Discontinued Operations
−Removed: In January 2023, the Company sold durable medical equipment business.
−Removed: The Company concluded that the disposal group satisfied the criteria for presentation as held for sale and discontinued operations.
−Removed: In the fiscal year 2024, we recognized a gain of $ 0.02 million related to adjustments to payments due to the former non-controlling interests.
−Removed: There was no activity related to discontinued operations during the year ended June 30, 2025.
−Removed: Subsequent Events
−Removed: On July 31, 2025, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement ) with certain funds affiliated with Kennedy Lewis Investment Management LLC ( 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.
+Added: Equity Transactions
+Added: 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.
−Removed: Pursuant to the registration rights covenant under the Stock Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Stock Purchase Agreement) held by the Purchasers within one hundred and twenty days following the date of the Stock Purchase Agreement.
−Removed: The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company.
−Removed: The registration rights granted pursuant to the Stock Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the SEC ) under the Securities Act of 1933, as amended (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.
−Removed: In addition, pursuant to the director appointment covenant under the Stock Purchase Agreement, as long as the Purchasers and their affiliates collectively (i) retain the Profit Interest Percentage (as defined below) and (ii) continue to own at least 50 % of the Shares (the Ownership Requirements ), the Company has agreed to appoint one person designated by the Purchasers to serve on the Company’s board of directors (the Board ), and to continue to nominate such person to continue to serve on the Board at each annual meeting of the Company’s stockholders so long as the Purchasers meet the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.
Profits Interest Agreement
−Removed: In connection with the transaction described above, the Company formed a new holding company for its real estate business, Great Elm Real Estate Ventures, LLC, a Delaware limited liability company ( Great Elm RE Ventures ).
−Removed: The Company is the sole member of Great Elm RE Ventures 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.
−Removed: Pursuant to a Profits Interest Agreement (the Profits Interest Agreement ), dated July 31, 2025, by and among the Company, Great Elm RE Ventures and the Investors, each Investor will be entitled to receive, concurrently with any distribution of income made by Great Elm RE Ventures 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 1.0 % for each $ 10.0 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 20 %.
−Removed: 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 Great Elm RE Ventures above a certain threshold.
+Added: 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.
+Added: 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.
+Added: 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 %.
+Added: 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.
+Added: 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
−Removed: 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 (the Purchaser ), pursuant to which the Purchaser purchased, and the Company issued, 4,000,000 shares (the Shares ) of the Company’s common stock, par value $ 0.001 per share (the Common Stock ), 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.
+Added: 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.
−Removed: Pursuant to the registration rights covenant under the Securities Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Securities Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Securities Purchase Agreement.
−Removed: The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company.
−Removed: The registration rights granted pursuant to the Securities Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the SEC ) under the Securities Act of 1933, as amended (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.
−Removed: In addition, pursuant to the director appointment covenant under the Securities Purchase Agreement, as long as the Purchaser and its affiliates collectively continue to own at least 2,000,000 shares of the Common Stock (the Ownership Requirements ), the Company has agreed to appoint one person designated by the Purchaser to serve on the Company’s board of directors (the Board ), and to continue to nominate such person to continue to serve on the Board at each annual meeting of the Company’s stockholders so long as the Purchaser meets the Ownership Requirements and such person qualifies as an independent director under Nasdaq independence rules and is reasonably acceptable to the Board.
−Removed: Pursuant to the Securities Purchase Agreement, the Company also issued to the Purchaser (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 ).
+Added: 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.
2 unchanged sentences
The Warrants include certain limited anti-dilution adjustments.
+Added: The Company determined the Warrants met the conditions for equity classification in accordance with U.S.
+Added: GAAP and were included as a component of stockholders’ equity (deficit).
+Added: The Company estimated the fair value of the Warrants using the Black-Scholes option pricing model on the grant date.
+Added: The Warrants were valued at $ 0.7 million and are recorded in additional paid-in capital.
+Added: Subsequent Events
+Added: In July 2026, MBTS closed on a $ 3.0 million purchase of a property for a build-to-suit location.
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.