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☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the quarterly period ended December 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission File Number: 001-39832 Great Elm Group, Inc. (Exact name of registrant as specified in its charter) 33410(Zip Code) (617) 375-3006(Registrant’s telephone number, including area code) 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 thatthe registrant 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of January 29, 2026, there were 32,744,553 shares of the registrant’s common stock outstanding. Table of Contents PART I. FINANCIAL INFORMATION Item 1.Financial Statements3Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 20253Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2025 and20244Condensed Consolidated Statements of Stockholders’ Equity for the three andsix months ended December 31,2025 and 20245Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 20247Notes to Condensed Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk35Item 4.Controls and Procedures35 PART II. OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 5.Other InformationItem 6.Exhibits 3636363637 SIGNATURES Unless the context otherwise requires, “we,” “us,” “our,” “GEG,” the “Company” and terms of similar import refer to Great ElmGroup, Inc. and/or its subsidiaries. Our corporate website address is www.greatelmgroup.com. The information contained in, oraccessible through, our corporate website does not constitute part of this report. Cautionary Statement Regarding Forward-Looking Information This report and certain information incorporated herein by reference contain forward-looking statements under the PrivateSecurities Litigation Reform Act of 1995. Such statements often include words such as “may,” “will,” “should,” “believe,”“expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases.Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, theseassumptions and expectations may not prove to be correct, and we may not achieve the financial results or benefits anticipated.These forward-looking statements are not guarantees of actual results. Our actual results may differ materially from those suggestedin the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of whichare beyond our control, including, without limitation: ▪the ability of Great Elm Capital Management, LLC (GECM) to profitably manage Great Elm Capital Corp.(NASDAQ:GECC), a business development company, and the ability of Monomoy CRE, LLC (MCRE) to manageMonomoy UpREIT, LLC (Monomoy UpREIT), the operating subsidiary of a private real estate investment trust with aportfolio of diversified net leased industrial assets;▪the dividend rate that GECC and Monomoy UpREIT will pay;▪the results of our investment management activities;▪our ability to sell the real estate properties we develop at a profit;▪our ability to raise capital to fund our business plan;▪our ability to make acquisitions and manage any businesses we may acqu