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CLOSED · 12:30 ET
Market ClerkRecap
Sun Nov 1 · markets closed1 signal on Oct 31129 insider buys this week · $10BCIRO short report next: Nov 15The week ahead

GEGGL

Great Elm Group, Inc.
NASDAQ · TECHNOLOGY · SERVICES-PREPACKAGED SOFTWARE
24.85
+0.00 +0.00%
USD · close Oct 30

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MKT CAP $772.7MP/E —DIV YIELD —FCF YIELD —REV TTM $27.8M +70.2%NET INCOME −$36.9M −386.3%NET CASH $51M52W 24.06 – 25.49SEC XBRL · TTM TO Invalid Date

How GEGGL rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
34%
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Added
337
new sentences
Dropped
304
sentences removed
Length
+1,546
words, now 26,559

New in FY2026

  • We lease additional office space in Boston, Massachusetts, which is non-cancellable through November 2029, and Charleston, South Carolina, which has a lease expiration date in September 2029.
  • Record Holders As of August 20, 2026, there were 51 record holders of our common stock.
  • ( Northern Right ), Imperial Capital Asset Management, LLC ( ICAM ), PC Elfun LLC (PC Elfun ) and Woodstead Value Fund LP ( Woodstead ).
  • As of August 20, 2026, Northern Right and its affiliates, ICAM and its affiliates, PC Elfun, and Woodstead own approximately 17.4%, 20.5%, 11.1%, and 15.7%, respectively, of the outstanding shares of our common stock.
  • Stock Purchases The following table summarizes common stock repurchases during the three months ended June 30, 2026: Month Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of 10b5-1 Plans Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs April 1-30, 2026 60,595 $ 1.99 60,595 4,866,586 May 1-31, 2026 53,191 2.14 11,773 - June 1-30, 2026 150,994 2.23 - 5,000,000 Total 264,780 $ 2.16 72,368 (1) All shares were purchased in open market transactions.
  • Such repurchases may be accomplished through a Rule 10b5-1 plan, which sets certain restrictions on the method, timing, price and volume of share repurchases.
  • The repurchase program does not obligate the Company to acquire any specific number of shares.
  • In April 2026, the Board authorized an increase in the Company’s stock repurchase plan from $25 million to $40 million.
  • As of August 24, 2026, approximately $24 million remained available to repurchase shares under the program.
  • In May 2026, the Company adopted a Rule 10b5-1 plan under the Exchange Act authorizing us to repurchase up to 5,000,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-K for the fiscal year ending June 30, 2026 unless extended or terminated by our Board.
  • GEG and its subsidiaries currently manage GECC, a publicly-traded BDC, and Monomoy UpREIT, an Industrial Outdoor Storage ( IOS ) focused real estate investment trust, in addition to other investment vehicles.
  • The combined assets under management of these entities at June 30, 2026 was approximately $770.6 million.
  • As part of its build-to-suit development initiatives, MBTS purchases certain land parcels.
  • 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.
  • The leases commence upon substantial completion of the build-to-suit developments.
  • During the year ended June 30, 2026, GEG capitalized development costs of $6.5 million attributed to the cost of land and development and construction costs directly identifiable with the real estate projects.
  • On February 4, 2025, GEG acquired certain assets of Greenfield CRE ( Greenfield ), a construction management company and previous partner of MCRE (the Greenfield Acquisition ).
  • Change in Segments During the first quarter of fiscal 2026, the Company realigned the 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.
  • As a result of this change in segment reporting, the Company retrospectively recast prior period results, by segment, to conform to the current period presentation.
  • This structure includes two reportable segments: Alternative Credit and Real Estate.
  • The structure is based on the Company’s various investment strategies.
  • As a result of the change noted above, effective for the quarter ended September 30, 2025, the Company began reporting the following business segments: • 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 • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector The Company has a corporate office that is included in “Corporate & Other”.
  • 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.
  • Results of Operations The following table provides the consolidated results of our operations: For the twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Revenues $ 27,776 70% $ 16,316 Cost of Revenues 13,248 NM* 1,082 Operating costs and expenses: Compensation and benefits 19,582 27% 15,478 Selling, general and administrative 7,433 15% 6,451 Depreciation and amortization 1,299 4% 1,249 Expenses of Consolidated Funds NM* Total operating costs and expenses 28,538 23,237 Operating loss (14,010 ) (8,003 ) Other (expense) income: Interest expense (4,106 ) (1)% (4,157 ) Other (expense) income, net (19,168 ) NM* 27,796 Total other (expense) income, net (23,274 ) 23,639 (Loss) income before income taxes (37,284 ) 15,636 Income tax benefit (expense) NM* (86 ) Net (loss) income $ (36,908 ) $ 15,550 *NM - not meaningful Revenues and Cost of Revenues Revenues and cost of revenues for the year ended June 30, 2026 increased $11.5 million and $12.2 million, respectively, as compared to the year ended June 30, 2025, primarily due to an increase in Real Estate property sales revenues and related cost of revenues due to September 2025 and June 2026 property sales.
  • The increase in revenues were partially offset by a reduction in incentive fees of $4.1 million and an increase in project management fees of $1.3 million compared to the prior year period.
  • Operating Costs and Expenses Compensation and benefits expenses for the year ended June 30, 2026 increased $4.1 million as compared to the corresponding prior year period primarily driven by increased personnel due to the Greenfield Acquisition.
  • Selling, general and administrative expenses for the year ended June 30, 2026 increased $1.0 million as compared to the corresponding prior year period, which was mainly attributable to an increase in accounting and tax consulting fees, along with an increase in selling, general and administrative expenses due to the Greenfield Acquisition.
  • For the year ended June 30, 2026, net realized and unrealized gains decreased $39.1 million to a net realized and unrealized loss as compared to the corresponding prior year period due to notable unrealized losses being recognized on our three special purpose vehicles in the current year period, as opposed to unrealized gains on these special purpose vehicles in the prior year period, along with a significant reduction in stock price for another one of our investments during the current year period, as opposed to an increase in stock price for this investment in the prior year period.
  • Further, a notable unrealized loss was recognized on one of our investments in a private fund in the current year period as opposed to an unrealized gain on this investment in the prior year period.
  • For the year ended June 30, 2026, interest income decreased $0.6 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities into other strategic private investments.
  • For the year ended June 30, 2026, dividend income decreased $0.7 million as compared to the corresponding prior year period, primarily driven by a decrease in the dividend rate per share held on one of our investments in the current period compared to the dividend rate per share held on one of our investments in the prior year period.
  • Income Taxes 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.
  • The tax 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.
  • As of June 30, 2026, we had $13.4 million of net operating loss carryforwards for federal income tax purposes, of which approximately $1.5 million will expire in fiscal years 2027 through 2038 and $11.9 million can be carried forward indefinitely.
  • As of June 30, 2026, the Company also had $ 14.0 million of state NOL carryforwards, principally in Massachusetts, that will expire from 2037 to 2046 .
  • Segment Analysis We conduct our operations through two business segments: Alternative Credit and Real Estate.
  • Effective for the quarter ended September 30, 2025, we began reporting the following business segments. • 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 • Real Estate - full service, end-to-end real estate platform combining investment expertise and turnkey execution capabilities for IOS sector The Company has a corporate office that is included in “Corporate & Other”.
  • 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.
  • Alternative Credit Segment The following table provides the results of our Alternative Credit segment: For the twelve months ended June 30, (in thousands) 2026 Percent Change 2025 Revenues $ 6,071 (41)% $ 10,323 Operating costs and expenses: Compensation and benefits 5,316 (17)% 6,383 Selling, general and administrative 1,542 17% 1,317 Depreciation and amortization (35)% Total operating costs and expenses 7,035 7,973 Operating (loss) income (964 ) 2,350 Other income: Other income, net - (100)% Total other income, net - (Loss) income before income taxes (964 ) 2,351 Income tax expense - 0% - Net (loss) income $ (964 ) $ 2,351 Alternative Credit Revenue Alternative Credit revenues for the year ended June 30, 2026 decreased $4.3 million as compared to the year ended June 30, 2025 primarily due to a reduction in incentive fee revenue compared to the prior year period due to the incentive fee waiver provided to GECC.
  • Alternative Credit Expenses Alternative Credit segment compensation and benefits expenses for the year ended June 30, 2026 decreased $1.1 million due to a reduction in bonus expense.

and 297 more.

Gone since FY2025

  • We lease additional office space in Boston, Massachusetts, which is non-cancellable through November 2029, and Charleston, South Carolina, which has a lease expiration date in September 2026.
  • Record Holders As of August 26, 2025, there were 54 record holders of our common stock.
  • ( Northern Right ), Imperial Capital Asset Management, LLC ( ICAM ) and PC Elfun LLC (PC Elfun ).
  • As of August 26, 2025, Northern Right and its affiliates, ICAM and its affiliates, and PC Elfun own approximately 17.4%, 22.0% and 11.0%, respectively, of the outstanding shares of our common stock.
  • Stock Purchases The following table summarizes common stock repurchases during the three months ended June 30, 2025: Month Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of 10b5-1 Plans Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs April 1-30, 2025 149,852 $ 1.89 149,852 1,648,424 May 1-31, 2025 267,723 $ 1.95 15,360 - June 1-30, 2025 50,206 $ 2.17 - 1,575,000 Total 467,781 $ 1.97 165,212 (1) All shares were purchased in open market transactions.
  • In February 2025, the Company implemented a stock buyback program pursuant to Rule 10b5-1 under the Exchange Act authorizing us to repurchase up to 1,800,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-Q for the fiscal quarter ending March 31, 2025 unless extended or terminated by our Board.
  • This stock buyback program expired on May 9, 2025.
  • In May 2025, the Company implemented a stock buyback program pursuant to Rule 10b5-1 under the Exchange Act authorizing us to repurchase up to 1,575,000 shares of our common stock in open market transactions through the close of business on the second full trading day following the filing with the SEC of the Company's Form 10-K for the fiscal year ended June 30, 2025 unless extended or terminated by our Board.
  • No shares were repurchased under this plan in the quarter ending June 30, 2025.
  • GEG and its subsidiaries currently manage GECC, a publicly-traded BDC, and Monomoy UpREIT, an Industrial Outdoor Storage ( ISO ) focused real estate investment trust, in addition to other investment vehicles.
  • The combined assets under management of these entities at June 30, 2025 was approximately $758.5 million.
  • In January 2023, MBTS completed the purchase of certain land parcels in Mississippi and Florida.
  • MBTS completed its third purchase, a land parcel in Florida, in March 2025.
  • 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.
  • The leases commence upon substantial completion of the build-to-suit developments and MBTS looks to sell the land and improvements with the attached leases at, or subsequent to, the respective lease commencement date.
  • In June 2024, MBTS sold one of its developments and in December 2024, the lease for another development commenced.
  • During the year ended June 30, 2025, GEG capitalized development costs of $3.4 million attributed to the cost of land and development and construction costs directly identifiable with the real estate projects.
  • On February 4, 2025, GEG acquired certain assets of Greenfield CRE ( Greenfield ), a construction management company and previous partner of MCRE ( Greenfield Acquisition ).
  • Critical Accounting Estimates The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ).
  • On January 3, 2023, we sold our DME business.
  • The historical results of the DME business and related activity have been presented in the accompanying consolidated statements of operations for the year ended June 30, 2024 as discontinued operations.
  • See Note 18 - Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements.
  • Following presentation of our DME business as discontinued operations, the Company views its operations and manages its business as one operating segment 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.
  • Results of Operations Continuing Operations The following table provides the consolidated results of our continuing operations: For the twelve months ended June 30, (in thousands) 2025 Percent Change 2024 Revenues $ 16,316 (9)% $ 17,834 Cost of Revenues 1,082 (80)% 5,526 Operating costs and expenses: Investment management expenses, excluding non-cash compensation (13,079 ) 35% (9,723 ) Non-cash compensation (3,450 ) 11% (3,113 ) Other selling, general and administrative (5,459 ) (12)% (6,202 ) Depreciation and amortization (1,249 ) 13% (1,108 ) Total operating costs and expenses (23,237 ) (20,146 ) Operating loss (8,003 ) (7,838 ) Other income (expense): Interest expense (4,157 ) (4)% (4,334 ) Other income (expense), net 27,796 145% 11,331 Total other income (expense), net 23,639 6,997 (Loss) income before income taxes from continuing operations 15,636 (841 ) Income tax benefit (expense) (86 ) (15)% (101 ) Net (loss) income from continuing operations $ 15,550 $ (942 ) Revenues and Cost of Revenues Revenues and cost of revenues for the year ended June 30, 2025 decreased $1.5 million and $4.4 million, respectively, as compared to the prior year.
  • The decreases were primarily due to a decrease in real estate property sales and related cost of revenue from those sales, as there was only $1.2 million of real estate property sales in the current year, offset by $1.1 million of related costs of revenue, compared to $6.6 million of real estate sales and $5.5 million of related cost of revenues in the prior year, due to the majority of revenue being earned on MBTS' June 2024 asset sale in the prior year and a similar transaction not occurring in the current year.
  • The decrease in revenue was offset by a $2.6 million increase in management and incentive fees from GECC as a result of increases in assets under management from the prior year period.
  • Additionally, $0.9 million of project management fee revenue was recognized from our newly acquired construction business in the current year period, whereas the business was not around in the prior year period.
  • Operating Costs and Expenses Operating costs and expenses for the year ended June 30, 2025 increased $3.1 million, as compared to the prior year.
  • Investment management expenses increased $3.4 million, primarily driven by increased personnel costs due to the Greenfield Acquisition, along with changes to our personnel cost allocations by entity related to increased activity at certain entities which caused increased personnel allocation to investment management entities as opposed to other selling, general and administrative expense entities.
  • Additionally, a $0.5 million reduction in expense related to contingent consideration was recognized in the prior year period which is not applicable in the current year period investment management expenses.
  • Non-cash compensation increased $0.3 million, as compared to the prior year, primarily due to a large amount of shares awarded and vested in the current year compared to prior year.
  • Depreciation and amortization increased $0.1 million, as compared to the prior year, primarily due to depreciation related to construction completion and a related lease commencing on a building during the current year which was still construction in process in the prior year, along with increased depreciation on office furniture due to acquiring a new office space during the current year.
  • Other selling, general and administrative expenses decreased $0.7 million, which was mainly attributable to a decrease in personnel costs allocated to the business entities related to other selling, general and administrative, as mentioned previously, along with a decrease in tax consulting expense, primarily driven by prior year including expenses related to previous years and entities which are no longer around in the current year.
  • For the year ended June 30, 2025, net realized and unrealized gains increased $14.6 million as compared to the corresponding prior year period, primarily due to a significant unrealized gain being recognized on one of our investments in a private fund due to its announcement of a public offering which drove up the value significantly in the current year, along with a change in valuation technique for our special purpose vehicles in the current year increasing unrealized gains on these entities.
  • For the year ended June 30, 2025, interest income decreased $1.5 million as compared to the corresponding prior year period, due to changes in the investment portfolio shifting away from interest earning marketable securities to other strategic private investments.
  • For the year ended June 30, 2025, dividend income decreased $0.4 million as compared to the corresponding prior year period, primarily due to a one-time redemption on investment in the prior year period.
  • Income Taxes 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.
  • The expense for the year ended June 30, 2024 consisted of federal and state and local taxes.
  • As of June 30, 2025, we had $7.7 million of net operating loss carryforwards for federal income tax purposes, of which approximately $1.5 million will expire in fiscal years 2026 through 2038 and $6.2 million can be carried forward indefinitely.
  • As of June 30, 2025, the Company also had $ 7.9 million of state NOL carryforwards, principally in Massachusetts, that will expire from 2037 to 2045 .

and 264 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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