Woodstead Value Fund LP - 27 Aug 2025 Form 3/A - Amendment Insider Report for Great Elm Group, Inc. (GEG)

Role: 10%+ Owner
Signature: /s/ Thomas Del Bosco, as Vice President, Secretary and Treasurer of Woodstead Investment Associates, LLC, General Partner of Woodstead Value Fund, L.P.
Issuer symbol: GEG
Transactions as of: 27 Aug 2025
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 08 Oct 2025, 21:00:18 UTC
Date Of Original Report: 08 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Woodstead Value Fund LP	10%+ Owner	500 FRANK W BURR BLVD, SUITE 720, TEANECK	/s/ Thomas Del Bosco, as Vice President, Secretary and Treasurer of Woodstead Investment Associates, LLC, General Partner of Woodstead Value Fund, L.P.	08 Oct 2025	0002086821

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	Direct	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	$3.50	Direct	F1, F3
holding	GEG	Warrant (Right to Buy)							27 Aug 2025	Common Stock	1,000,000	$5.00	Direct	F1, F4

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

Explanation of Responses:

Id	Content
F1	Randall D. Smith is the beneficial owner of 100% of the interests in Woodstead Value Fund, L.P. ("WVF"), and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. Each Reporting Person disclaims beneficial ownership over any securities other than to the extent of any pecuniary interest it or 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.

Remarks:

This amendment is being filed to include Woodstead Value Fund, L.P., the direct owner of the securities reported herein, as a Reporting Person. Woodstead Value Fund, L.P. was not included on the original Form 3 due to a delay in obtaining EDGAR codes from the U.S. Securities and Exchange Commission.