RANDALL D. SMITH - 27 Aug 2025 Form 3 Insider Report for Great Elm Group, Inc. (GEG)

Role: 10%+ Owner
Signature: /s/ Randall D. Smith
Issuer symbol: GEG
Transactions as of: 27 Aug 2025
Transactions value $: $0
Form type: 3
Filing time: 08 Sep 2025, 21:00:04 UTC
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
SMITH RANDALL D	10%+ Owner	C/O WOODSTEAD VALUE FUND, L.P., 500 FRANK W BURR BLVD SUITE 720, TEANECK	/s/ Randall D. Smith	08 Sep 2025	0001016345

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GEG	Common Stock						4,875,942	27 Aug 2025	By Woodstead Value Fund, L.P.	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GEG	Warrant (Right to Buy)							27 Aug 2025	Common Stock	1,000,000	$3.5	By Woodstead Value Fund, L.P.	F1, F3
holding	GEG	Warrant (Right to Buy)							27 Aug 2025	Common Stock	1,000,000	$5	By Woodstead Value Fund, L.P.	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities are held by Woodstead Value Fund, L.P. ("WVF"). The Reporting Person is the beneficial owner of 100% of the interests in WVF, and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. The Reporting Person disclaims beneficial ownership over any securities owned by WVF other than to the extent of any pecuniary interest he may have therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F2	Includes 4,000,000 shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), acquired by WVF from the Issuer at a purchase price of $2.25 per share for an aggregate purchase price of $9,000,000 in a private placement transaction pursuant to a Securities Purchase Agreement, dated August 27, 2025 (the "SPA").
F3	Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $3.50 per share (the "Series A Warrant"). The Series A Warrant may be exercised on or after the one-year anniversary from the original issuance date, which is August 27, 2026 (the "Series A Warrant Exercisability Date"). The Series A Warrant expires on the tenth anniversary of the Series A Warrant Exercisability Date, which is August 27, 2036.
F4	Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $5.00 per share (the "Series B Warrant"). The Series B Warrant may be exercised on or after the three-year anniversary from the original issuance date, which is August 27, 2028 (the "Series B Warrant Exercisability Date"). The Series B Warrant expires on the tenth anniversary of the Series B Warrant Exercisability Date, which is August 27, 2038.