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FORM 10-K GREAT ELM GROUP, INC.(Exact name of Registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESNO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESNO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on theclosing price of the shares of common stock on The Nasdaq Global Select Market on December 31, 2024, was $26,595,541. Thisnumber does not include shares of common stock held by our investors Imperial Capital Asset Management, LLC and Northern RightCapital Management, L.P. and persons who are directors or executive officers.The number of shares of the Registrant’s common stock outstanding as of August 26, 2025 was 28,996,787.DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive proxy statement for the annual meeting of stockholders of the Registrant, to be filed with the Securities andExchange Commission within 120 days of our fiscal year ended June 30, 2025, are incorporated by reference into Part III of thisreport. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PARTII Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities11Item 6.[Reserved]12Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13Item 7A.Quantitative and Qualitative Disclosures About Market Risk17Item 8.Financial Statements and Supplementary Data17Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure17Item 9A.Controls and Procedures18Item 9B.Other Information18Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.18 PARTIII Item 10.Directors, Executive Officers and Corporate Governance Item 11.Executive Compensation19Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters19Item 13.Certain Relationships and Related Transactions, and Director Independence19Item 14.Principal Accountant Fees and Services19 Item 15.Exhibits, Financial Statement Schedules19Item 16Form 10-K Summary21 Exhibit Index19Signatures22Index to Financial StatementsF-1 Unless the context otherwise requires, “we,” “us,” “our,” the “Company,” “Great Elm,” “GEG” and terms ofsimilar import refer to Great El