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What changed in Great Elm Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Great Elm Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+144 added−119 removedSource: 10-K (2025-09-02) vs 10-K (2024-08-29)

Top changes in Great Elm Group, Inc.'s 2025 10-K

144 paragraphs added · 119 removed · 87 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

11 edited+4 added−8 removed2 unchanged
Biggest changeGECC was established in 2016 and it elected to be treated as a business development company ( BDC ) under the Investment Company Act of 1940, as amended (the Investment Company Act ). We own approximately 14.5% of GECC’s shares that we may hold to generate dividends or sell to redeploy our capital in higher yielding opportunities.
Biggest changeMCRE, another wholly-owned subsidiary, provides investment management services to Monomoy UpREIT. The combined assets under management of these entities at June 30, 2025 was approximately $758.5 million. GECC was established in 2016 and it elected to be treated as a business development company ( BDC ) under the Investment Company Act of 1940, as amended (the Investment Company Act ).
Our corporate headquarters is located at 3801 PGA Blvd, Suite 603, Palm Beach Gardens, Florida 33410. Our corporate website address is www.greatelmgroup.com. The contents of the websites referred to above are not incorporated by reference into this filing. 3
Our corporate headquarters is located at 3801 PGA Blvd, Suite 603, Palm Beach Gardens, Florida 33410. Our corporate website address is www.greatelmgroup.com. The contents of the websites referred to above are not incorporated by reference into this filing.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 2 Acquisition Program We continue to explore other investment management opportunities, as well as opportunities in other areas that we believe provide attractive risk-adjusted returns on invested capital.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Acquisition Program We continue to explore other investment management opportunities, as well as opportunities in other areas that we believe provide attractive risk-adjusted returns on invested capital.
Item 1. B usiness. Overview We are a publicly-traded alternative asset management company 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.
Item 1. B usiness. Overview GEG is a publicly-traded alternative asset management company 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.
Monomoy UpREIT is the operating partnership of Monomoy Properties REIT, LLC. Monomoy Properties REIT, LLC was formed in 2014 with the purpose of building an industry-leading single-tenant industrial portfolio specializing in net leased assets, specifically Class B & C warehouse, distribution & light manufacturing assets. We acquired the investment management agreement of Monomoy UpREIT in May 2022.
Monomoy Properties REIT, LLC was formed in 2014 with the purpose of building an industry-leading single-tenant Industrial Outdoor Storage (IOS ) focused portfolio specializing in net leased assets, specifically Class B & C warehouse, distribution & light manufacturing assets. We acquired the investment management agreement of Monomoy UpREIT in May 2022.
Competition We face competition from larger, well financed organizations (both domestic and foreign), including global asset managers, investment banks, commercial banks, private equity funds, sovereign wealth funds and state-owned enterprises. Government regulation is a key competitive factor for certain industries. Employees We had 31 employees as of June 30, 2024.
Competition We face competition from larger, well financed organizations (both domestic and foreign), including global asset managers, investment banks, commercial banks, private equity funds, sovereign wealth funds and state-owned enterprises. Government regulation is a key competitive factor for certain industries.
Discontinued Operations We launched our Durable Medical Equipment ( DME ) business in September 2018 by acquiring two businesses that specialized in the distribution of respiratory care equipment, including positive air pressure equipment and supplies, ventilators and oxygen equipment, and provided sleep study services.
Discontinued Operations We launched our Durable Medical Equipment ( DME ) business in September 2018 by acquiring two businesses that specialized in the distribution of respiratory care equipment, including positive air pressure equipment and supplies, ventilators and oxygen equipment, and provided sleep study services. On January 3, 2023, we sold our DME business. For additional information see “Item 7.
We decided to invest in the asset management business because of our assessment of its ability to generate recurring free cash flows, its growth prospects and our Board of Directors’ (our Board ) and employees’ industry expertise.
We decided to invest in the asset management business because of our assessment of its ability to generate recurring free cash flows, its growth prospects and our Board of Directors’ (our Board ) and employees’ industry expertise. GECM, our wholly-owned registered investment adviser subsidiary, is an investment adviser providing investment management services to GECC, as well as other private funds.
In January 2023, Monomoy BTS Corporation ( MBTS ), our wholly-owned subsidiary, completed purchases of certain land parcels. 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 will commence upon substantial completion of the build-to-suit development.
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.
We own approximately 6.9% of Monomoy UpREIT. GECM, our wholly-owned subsidiary, earns revenue through investment management agreements with each investment vehicle that provide for management fees, property management fees, incentive fees and/or administration fees. These fees are generally based on assets under management, rent collected, investment performance and allocable expenses incurred in the administration of these investment vehicles.
We own approximately 5.1% of Monomoy UpREIT and approximately 4.0% of Monomoy Properties REIT, LLC. GECM and MCRE, our wholly-owned subsidiaries, earn revenue through investment management agreements with each investment vehicle that provide for management fees, property management fees, incentive fees and/or administration fees.
We intend to sell the land and improvements with the attached leases at or close to the respective lease commencement date. As of June 30, 2024, we had $8.9 million of net operating loss carryforwards for federal income tax purposes.
In June 2024, MBTS sold one of its developments and in December 2024, the lease for another development commenced. As of June 30, 2025, we had $7.7 million of net operating loss carryforwards for federal income tax purposes.
Removed
GECM, our wholly-owned registered investment adviser subsidiary, is an investment adviser providing investment management services to GECC and Monomoy UpREIT, our largest investment vehicles, as well as other private funds. The combined assets under management of these entities at June 30, 2024 was approximately $727.4 million.
Added
We own approximately 12.4% of GECC’s shares as of June 30, 2025. We earn dividends from these shares and may sell them to redeploy our capital in higher yielding opportunities. Monomoy UpREIT is the operating partnership of Monomoy Properties REIT, LLC.
Removed
Since then, the business was grown organically through investments in scalability as well as inorganically through tuck-in acquisitions. On January 3, 2023, we sold our DME business. For additional information see “Item 7.
Added
These fees are generally based on assets under management, rent collected, investment performance and allocable expenses incurred in the administration of these investment vehicles. In January 2023, Monomoy BTS Corporation ( MBTS ), our wholly-owned subsidiary, completed the purchase of certain land parcels in Mississippi and Florida. MBTS completed its third purchase, a land parcel in Florida, in March 2025.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Sale of Forest On December 30, 2022, we and our wholly-owned subsidiary, Great Elm FM Acquisition, Inc. ( FM Acquisition ), entered into a stock purchase agreement (the Stock Purchase Agreement ) with J.P. Morgan Broker-Dealer Holdings Inc.
Added
Employees We had 50 employees as of June 30, 2025. 2 Information about Great Elm on the Internet We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC.
Removed
( JPM ) to sell 61 shares of the common stock, $0.001 par value per share, of Forest Investments, Inc. ( Forest ) owned by us and FM Acquisition, which constituted 61% of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $18.4 million in cash (the Sale of Controlling Interest in Forest ).
Added
Such reports and other information filed by us with the SEC are available free of charge on our website at https://www.greatelmgroup.com/investors/ when such reports are available on the SEC’s website. We use our https://www.greatelmgroup.com/investors/ as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Removed
In connection with the Stock Purchase Agreement, we, JPM and Forest entered into an amended and restated stockholders’ agreement (the Stockholders Agreement ).
Removed
Pursuant to the Stockholders Agreement, from January 17, 2023 until February 17, 2023, we had the right (the Put Option ) to sell our remaining 19% interest in Forest ( Investment in Forest ) for its then fair market value.
Removed
On January 17, 2023, we exercised the Put Option and sold the Investment in Forest for approximately $26.5 million in cash. For additional information see “Item 7.
Removed
Information about Great Elm on the Internet The following documents and reports are available on or through our website as soon as reasonably practicable after we electronically file such materials with, or furnish to, the SEC: ▪ Code of Conduct; ▪ Reportable waivers, if any, from our Code of Conduct by our executive officers; ▪ Charter of the audit committee of our Board; ▪ Charter of the nominating and corporate governance committee of our Board; ▪ Charter of the compensation committee of our Board; ▪ Annual reports on Form 10-K; ▪ Quarterly reports on Form 10-Q; ▪ Current reports on Form 8-K; ▪ Proxy or information statements we send to our stockholders; and ▪ Any amendments to the above-mentioned documents and reports.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

31 edited+17 added−6 removed60 unchanged
Biggest changeThough we do not believe that our principal activities will subject us to the Investment Company Act, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expense and attention from management for which we have not accounted.
Biggest changeThough we do not believe that our principal activities will subject us to the Investment Company Act, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expense and attention from management for which we have not accounted and which would have a material adverse effect on our business, results of operations, cash flows and financial condition. 7 Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties.
The incurrence of additional debt could have a variety of negative effects, including: ▪ default and foreclosure on our assets if our operating cash flows are insufficient to repay our debt obligations; ▪ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant; ▪ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; ▪ our inability to pay dividends on our common stock; ▪ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock (if declared), expenses, capital expenditures, acquisitions and other general corporate purposes; 5 ▪ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ▪ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ▪ limitation on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
The incurrence of additional debt could have a variety of negative effects, including: ▪ default and foreclosure on our assets if our operating cash flows are insufficient to repay our debt obligations; ▪ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant; ▪ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; ▪ our inability to pay dividends on our common stock; ▪ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock (if declared), expenses, capital expenditures, acquisitions and other general corporate purposes; ▪ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ▪ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ▪ limitation on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We cannot predict or accurately forecast the total amount of shares of common stock that ultimately may be issued under the Convertible Notes. Further, the perception of these sales or issuances, or the conversion of the Convertible Notes, could impair our ability to raise additional capital through the sale of our equity securities. Item 1B. Unresolve d Staff Comments.
We cannot predict or accurately forecast the total amount of shares of common stock that ultimately may be issued under the Convertible Notes. Further, the perception of these sales or issuances, or the conversion of the Convertible Notes, could impair our ability to raise additional capital through the sale of our equity securities. Item 1B. Unresolve d Staff Comments. None.
Should the target’s management not possess the necessary skills, qualifications or abilities, the operations and profitability of that business will be negatively impacted. In addition, we may acquire private, non-public companies, with unsophisticated accounting or compliance operations and personnel. 4 Our ability to successfully grow our business will be dependent upon the efforts of our key personnel.
Should the target’s management not possess the necessary skills, qualifications or abilities, the operations and profitability of that business will be negatively impacted. In addition, we may acquire private, non-public companies, with unsophisticated accounting or compliance operations and personnel. Our ability to successfully grow our business will be dependent upon the efforts of our key personnel.
Decreases in the market values of investments held within the underlying portfolios of managed funds could also lead to decreases in asset-based fee revenues. If our tax filing positions were to be challenged by federal, state and local or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions.
Decreases in the market values of investments held within the underlying portfolios of managed funds could also lead to decreases in asset-based fee revenues. 4 If our tax filing positions were to be challenged by federal, state and local or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions.
In light of the involvement of our executive officers and directors with other entities in the investment management business and otherwise, we may decide to acquire or do business with one or more businesses affiliated with our executive officers, directors or existing shareholders. Our directors also serve as officers and board members for other entities.
In light of the involvement of our executive officers and directors with other entities in the investment management business and otherwise, we may decide to invest in, acquire or do business with one or more businesses affiliated with our executive officers, directors or existing shareholders. Our directors also serve as officers and board members for other entities.
In addition, the Investment Company Act may impose upon us burdensome requirements, including: ▪ registration as an investment company and subsequent regulation as an investment company; ▪ adoption of a specific form of corporate structure; and 7 ▪ reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In addition, the Investment Company Act may impose upon us burdensome requirements, including: ▪ registration as an investment company and subsequent regulation as an investment company; ▪ adoption of a specific form of corporate structure; and ▪ reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
Such entities may compete with us and potential conflicts of interest may exist. Nonetheless, we could pursue an affiliate transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors and our audit committee.
Such entities may compete with us and potential conflicts of interest may exist. Nonetheless, we could pursue an affiliate transaction if we determined that such affiliated entity met our criteria for an investment or a business combination and such transaction was approved by a majority of our disinterested directors and our audit committee.
We do not control the boards of directors of such pooled investment vehicles, and they may cancel our respective IMAs at their discretion without making any termination payment to us. GECM's investment performance is a key element of retaining this business.
We do not control the boards of directors of such pooled investment vehicles, and they may cancel our respective IMAs at their discretion without making any termination payment to us. GECM and MCRE's investment performance is a key element of retaining this business.
Global or regional changes in the financial markets or economic conditions could adversely affect our business in many ways, including the following: ▪ Limitations on the availability of credit could affect our ability to borrow on a secured or unsecured basis, which may adversely affect our liquidity and results of operations.
Global or regional changes in the financial markets or economic conditions could adversely affect our business in many ways, including the following: ▪ Limitations on the availability of credit could affect our ability to borrow on a secured or unsecured basis, which may adversely affect our liquidity and results of operations, which may in turn affect our ability to take advantage of investment opportunities.
The process to identify potential investment opportunities and strategic transaction partners, to investigate and evaluate the future returns therefrom and business prospects thereof and negotiate definitive agreements with respect to such transactions on mutually acceptable terms can be time consuming and costly.
The process to identify potential investment opportunities and strategic transaction partners, to investigate and evaluate the future returns therefrom and business prospects thereof and negotiate definitive agreements with respect to such transactions on mutually acceptable terms can be time consuming and costly. We may fail to identify attractive opportunities or partners.
There can be no assurance that such unauthorized access or cyber incidents will not occur in the future, and they could occur more frequently and on a larger scale. Legal liability arising from such risks may harm our business. Many aspects of our business involve substantial risks of liability. 6 Our financial and operational controls may not be adequate.
There can be no assurance that such unauthorized access or cyber incidents will not occur in the future, and they could occur more frequently and on a larger scale. Legal liability arising from such risks could be significant and may harm our business. Many aspects of our business involve substantial risks of liability.
We are likely to encounter intense competition from other companies with similar business objectives to ours, including private equity and venture capital funds, sovereign wealth funds, special purpose acquisition companies ( SPACs ), investment firms with significantly greater financial and other resources and operating businesses competing for acquisitions.
Even if we do identify such opportunities, we are likely to encounter intense competition from other companies with similar business objectives to ours, including private equity and venture capital funds, sovereign wealth funds, special purpose acquisition companies ( SPACs ), investment firms with significantly greater financial and other resources and operating businesses competing for acquisitions.
We may engage in a business combination with one or more target businesses that have relationships with our executive officers, directors or existing holders which may raise potential conflicts of interest.
We may engage in investment opportunities or other business with one or more target businesses that have relationships with our executive officers, directors or existing holders which may raise potential conflicts of interest.
The investment management agreements ( IMAs ) we have through GECM with various pooled investment vehicles, such as GECC and Monomoy UpREIT, may be cancelled at the applicable counterparty’s discretion upon certain notice or upon the occurrence of certain events.
We earn a significant portion of our revenue through the investment management agreements ( IMAs ) we have through GECM and MCRE with various pooled investment vehicles, such as GECC and Monomoy UpREIT. The IMAs may be cancelled at the applicable counterparty’s discretion upon certain notice or upon the occurrence of certain events.
Our D&O insurance contains certain customary exclusions that may make it unavailable for the company in the event it is needed; and in any case our D&O insurance may not be adequate to fully protect the company against liability for the conduct of its directors, officers or employees. Our investment management agreements may be terminated.
Our D&O insurance contains certain customary exclusions that may make it unavailable for the company in the event it is needed; and in any case our D&O insurance may not be adequate to fully protect the company against liability for the conduct of its directors, officers or employees. 6 We earn a significant portion of our revenue pursuant to our investment management agreements.
These issuances: ▪ may significantly dilute your equity interests; ▪ may require you to make an additional investment in us or suffer dilution of your equity interest; ▪ may subordinate the rights of holders of shares of our common stock if shares of preferred stock are issued with rights senior to those afforded to our common stock; ▪ could cause a change in control if a substantial number of shares of our common stock are issued; ▪ may affect, among other things, our ability to use our NOL carry forwards; and ▪ may adversely affect prevailing market prices for our common stock. 8 Anti-takeover provisions contained in our certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
These issuances: ▪ may significantly dilute your equity interests; ▪ may require you to make an additional investment in us or suffer dilution of your equity interest; ▪ may subordinate the rights of holders of shares of our common stock if shares of preferred stock are issued with rights senior to those afforded to our common stock; ▪ could cause a change in control if a substantial number of shares of our common stock are issued; ▪ may affect, among other things, our ability to use our NOL carry forwards; and ▪ may adversely affect prevailing market prices for our common stock.
The issuance of common stock upon conversion of some or all of the Convertible Notes will dilute the ownership interests of existing holders of shares of our common stock, which could cause the price of our common stock to decline.
The issuance of common stock upon conversion of some or all of the Convertible Notes will dilute the ownership interests of existing holders of shares of our common stock, which could cause the price of our common stock to decline, and further concentrate ownership in certain related parties.
If such a purchase or sale is not successfully completed, integrated or managed effectively, or does not result in the benefits or cost savings we expect, our business, financial condition or results of operations may be adversely affected.
As a result, we may purchase new assets or businesses or sell existing assets or businesses at any time. If such a purchase or sale is not successfully completed, integrated or managed effectively, or does not result in the benefits or cost savings we expect, our business, financial condition or results of operations may be adversely affected.
These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under applicable law.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under applicable law.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. 9 Our common stockholders may experience significant dilution upon the issuance of common stock upon conversion of our 5.0% Convertible Senior Notes due 2030 (the Convertible Notes).
The build-out of our business is affected by conditions in the financial markets and economic conditions and events throughout the world, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws and regulations, market perceptions and other factors.
As a result, of our business is affected by conditions in the financial markets and economic conditions and events throughout the world, such as interest rates, availability of credit, inflation rates, tariffs, trade policy, economic uncertainty from any of the foregoing or otherwise, changes in laws and regulations, market perceptions and other factors.
Our certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board.
Anti-takeover provisions contained in our certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Our certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board.
Subsequent to an investment, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
Further, concentration of capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way. 3 Subsequent to an investment, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
Holders of more than 4.99% of our common stock on the day the Tax Rights Plan was adopted were exempted from this limitation as to the number shares they held at the time of adoption of the Tax Rights Plan.
Holders of more than 4.99% of our common stock on the day the Tax Rights Plan was adopted were exempted from this limitation as to the number shares they held at the time of adoption of the Tax Rights Plan. 8 We may issue additional shares of common stock or shares of our preferred stock to obtain additional financial resources, as acquisition currency or under employee incentive plans.
Operational risks may disrupt our business, result in regulatory action against us or limit our growth. Our businesses are highly dependent on our ability to process, on a daily basis, transactions across numerous and diverse markets and the transactions we process have become increasingly complex.
Our businesses are highly dependent on our ability to process, on a daily basis, transactions across numerous and diverse markets and the transactions we process have become increasingly complex.
Our certificate of incorporation authorizes our Board to issue shares of our common stock or preferred stock from time to time in their business judgment up to the amount of our then authorized capitalization. We may issue a substantial number of additional shares of our common stock and may issue shares of our preferred stock.
Any future issuances of our common stock would dilute the interest of our stockholders and likely present other risks. Our certificate of incorporation authorizes our Board to issue shares of our common stock or preferred stock from time to time in their business judgment up to the amount of our then authorized capitalization.
Regulators will supervise our business activities to monitor compliance with laws, rules and regulations of the relevant jurisdiction. In addition, if there are instances in which our regulators question our compliance with laws, rules, and regulations, they may investigate the facts and circumstances to determine whether we have complied.
In addition, if there are instances in which our regulators question our compliance with laws, rules, and regulations, they may investigate the facts and circumstances to determine whether we have complied. 5 Operational risks may disrupt our business, result in regulatory action against us or limit our growth.
Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.
These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.
We have recorded an intangible asset attributable to the IMAs that is being amortized over a 15-year economic life even though the IMAs are cancellable by the respective counterparties.
We have recorded an intangible asset attributable to the IMAs that is being amortized over a 15-year economic life even though the IMAs are cancellable by the respective counterparties. Moreover, the revenue we earn from management, incentive and/or administration fees under the IMAs is driven in part by the value of the assets under management at our pooled investment vehicles.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
We may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses.
Removed
Many of these companies are well established, well financed and have extensive experience in identifying and effecting business combinations. We continually evaluate our assets and investments relative to other market opportunities in order to seek to maximize shareholder value. As a result, we may purchase new assets or businesses or sell existing assets or businesses at any time.
Added
Many of these companies are well established, well financed and have extensive experience in identifying and effecting investment opportunities and strategic transactions.
Removed
Further, concentration of capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way.
Added
Moreover, we may fail to consummate identified opportunities because of regulatory or legal complexities, failure to obtain financing on attractive terms or at all or uncertainty and adverse developments in the U.S. or global economy, financial markets or geopolitical conditions.
Removed
Additionally, disruptions in the financial markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the financial markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows.
Added
If we fail to identify attractive opportunities, or we fail to consummate identified investment opportunities, we may not be successful in growing our business and our business, results of operations, cash flows and financial condition could be adversely affected. We continually evaluate our assets and investments relative to other market opportunities in order to seek to maximize shareholder value.
Removed
Our officers and directors may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Added
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of our investments do not perform as we expect, our revenue, income and cash flow would decline because of the value of our assets under management would decrease.
Removed
We may issue additional shares of common stock or shares of our preferred stock to obtain additional financial resources, as acquisition currency or under employee incentive plans. Any such issuances would dilute the interest of our stockholders and likely present other risks.
Added
Additionally, disruptions in the financial markets in recent years as a result of a variety of factors, including regional bank instability, high inflation and interest rates and tariffs and trade tensions, have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the financial markets, and led to general volatility in the financial markets, including with respect to market prices of publicly traded investments and asset valuations.
Removed
Our common stockholders may experience significant dilution upon the issuance of common stock upon conversion of our 5.0% Convertible Senior Notes due 2030 (the Convertible Notes).
Added
Regulators will supervise our business activities to monitor compliance with laws, rules and regulations of the relevant jurisdiction.
Added
Any failure of our systems, including from cyberattacks, cyber incidents or other reasons, could have a material adverse effect on our business, results of operations, cash flows and financial condition. Our financial and operational controls may not be adequate.
Added
If the value of assets under management at any of our pooled investment vehicles declines, the amount of fees we earn would also decline, which would have an adverse impact on our business, results of operations, cash flows and financial condition. The historical performance of our pooled investment vehicles should not be considered indicative of future results.
Added
A significant portion of our revenue is tied to the value of assets under management at our pooled investment vehicles and other investments that we make in businesses in a variety of industries.
Added
We have only recently entered the construction management business. In February, we acquired certain assets of Greenfield CRE ( Greenfield ), a construction management company, which is a new business line for us.
Added
Although the Greenfield team became employees of our indirect wholly owned subsidiary, Monomoy Construction Services, LLC ( MCS ), in connection with the transaction, we do not have prior experience in the construction management industry and as a result, we may not be able to operate the business effectively.
Added
We receive fees from construction management services we provide to our clients. Our revenue generated from this business line depends on the size of our projects and the number of projects we are able to manage.
Added
Many of our projects are small in size and therefore, the performance and results of the business also depends on our ability to manage a number of projects at one time and our ability to scale the business in terms of number and size of projects.
Added
Additionally, we face intense competition in this industry including from those competitors who possess more financial resources than us. As a result, we may not be able to continue to scale the business.
Added
If the number and size of our projects are less and/or smaller than our expectations or we are not able to scale the business effectively, our business, financial condition and results of operation would be adversely affected. Furthermore, we engage trade partners in connection with the construction of our projects. We also subcontract portions of our contracts to subcontractors.
Added
An inability to contract with skilled trade partners at reasonable rates on a timely basis, or failures on the part of our subcontractors to perform as anticipated, could have an adverse impact on the results of operations of the business and in turn negatively affect our business, financial condition and results of operations as a whole.
Added
We may issue a substantial number of additional shares of our common stock and may issue shares of our preferred stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis program is based on recognized industry standards and is supported by both management and our Board. This does not mean that we meet any particular technical standards, specifications, or requirements, but only that we use recognized industry standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Biggest changeThis program is based on recognized industry standards that we use to help us identify, assess and manage cybersecurity risks and is supported by both management and our Board. These processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks.
Great Elm IT Management is responsible for supervising and interfacing with providers to implement GECM’s monitoring and alert response processes, vulnerability management, changes made to its critical systems, including software and network changes, and various other technological and administrative safeguards. GECM has also developed an incident response framework to monitor the prevention, detection, mitigation and remediation of cybersecurity events.
The IT Committee is responsible for supervising and interfacing with providers to implement GECM’s monitoring and alert response processes, vulnerability management, changes made to its critical systems, including software and network changes, and various other technological and administrative safeguards. GECM has also developed an incident response framework to monitor the prevention, detection, mitigation and remediation of cybersecurity events.
GECM's policies and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, and transmission of data over private networks.
GECM's policies and processes include, as appropriate, encryption, data loss prevention technology, authentication technology, entitlement management, access control, anti-virus and anti-malware software, spam and phishing email filtering, and transmission of data over private networks.
GECM has implemented an information security policy governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and employee information that it stores or processes and the maintenance of critical services and systems. These processes and systems are designed to protect against unauthorized access of information, including by cyber-attacks.
GECM has implemented an information security policy governing cybersecurity risk, which is designed to facilitate the protection of sensitive or confidential business, client, investor and employee information that it stores or processes and the maintenance of critical services and systems.
Annual penetration testing of its network, including critical systems and systems that store confidential or sensitive information, is conducted with third-party consultants and vulnerabilities are reviewed by GECM's Chief Operating Officer, IT Specialist and other members of Company management (together, Great Elm IT Management ) and their third-party consultants.
Annual penetration testing of its network, including critical systems and systems that store confidential or sensitive information, is conducted with third-party consultants and vulnerabilities are reviewed by Great Elm’s Information Technology & Security Committee ( IT Committee ), comprised of GECM's Chief Operating Officer and other members of Company management as well as its third-party IT consultant.
This framework is managed and implemented by Great Elm IT Management, with support from their third-party consultants.
This framework is managed and implemented by the IT Committee, with support from their third-party consultants.
Great Elm IT Management alongside the General Counsel and Chief Compliance Officer of GECM are responsible for gathering information with respect to cybersecurity incidents, assessing its severity and determining potential responses, as well as communicating with business leaders and senior management, and the Board, as appropriate. Our Board monitors cybersecurity risk as part of Great Elm's overall risk management program.
The IT Committee alongside the General Counsel and Chief Compliance Officer of GECM are responsible for gathering information with respect to cybersecurity incidents, assessing their severity and determining potential responses, as well as communicating with business leaders and senior management, and the Board of Directors, as appropriate.
As a part of its cybersecurity program, GECM's cybersecurity processes and systems are reviewed and assessed by third parties. These third parties assess and report on GECM’s compliance with applicable laws and regulations and its internal incident response preparedness, including benchmarking to best practices and industry frameworks. These third parties also help identify areas for continued focus and improvement.
As a part of its cybersecurity program, GECM's cybersecurity processes and systems are reviewed and assessed by third parties . These third parties provide external expertise in all aspects of our cybersecurity program and assess and report on GECM’s compliance with applicable laws and regulations and its internal incident response preparedness, including benchmarking to best practices and industry frameworks.
In addition, GECM performs annual reviews of its critical vendors with the assistance of a third-party consultant to identify and assess the vendors’ security posture to reduce risk to the Company. GECM also provides its employees with cybersecurity awareness training at onboarding and semiannually, as well as interim security reminders and alerts.
In addition, GECM performs periodic reviews of its critical vendors with the assistance of a third-party consultant to identify and assess the vendors’ security posture to reduce risk to the Company.
Our Board has delegated the primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management to the Audit Committee, which includes oversight of risks related to cybersecurity threats. The Audit Committee and the Board, as appropriate, are informed about risks related to cybersecurity threats through periodic reports from GECM's Chief Operating Officer.
Our Board monitors cybersecurity risk as part of Great Elm's overall risk management program. Our Board has delegated the primary responsibility for oversight and review of guidelines and policies with respect to risk assessment and risk management to the Audit Committee, which includes oversight of risks related to cybersecurity threats.
These reports also include updates on GECM’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents, where applicable. 10 Impact of Cybersecurity Risks As of the filing of this Form 10-K, we are not aware of any cyber-attacks that have occurred since the beginning of the fiscal year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Impact of Cybersecurity Risks As of the filing of this Form 10-K, we are not aware of any cyber-attacks that have occurred that have materially affected, or are reasonably likely to materially affect us , including our business strategy, results of operations or financial condition .
Such reporting includes updates on GECM’s cybersecurity program, the external threat environment, and GECM’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.
The Audit Committee and the Board, as appropriate, are informed about risks related to cybersecurity threats through periodic reports from GECM's Chief Operating Officer. Such reporting includes updates on GECM’s cybersecurity program, the external threat environment, and GECM’s programs to address and mitigate the risks associated with the evolving cybersecurity threat environment.
GECM’s third-party consultants conduct regular phishing tests and provide additional training as appropriate. Governance and Oversight of Cybersecurity Risks GECM’s cybersecurity program is managed by Great Elm IT Management. The members of the Great Elm IT Management team collectively have years of experience helping to oversee the information technology infrastructure and processes at GECM and other asset managers.
GECM’s third-party consultants conduct regular phishing tests and provide additional training as appropriate. 10 Governance and Oversight of Cybersecurity Risks GECM’s cybersecurity program is managed by the IT Committee.
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These third parties also help identify areas for continued focus and improvement.
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In May 2024, the SEC adopted amendments to Regulation S-P, which, beginning in December 2025, requiring investment companies and SEC-registered investment advisers to adopt written policies and procedures for incident response programs to address unauthorized access to, or use of, customer information, including providing notice to certain individuals affected by any such incident.
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GECM will need to comply with this amended rule beginning December 2025. With the SEC particularly focused on cybersecurity, we expect increased scrutiny of our policies and systems designed to manage cybersecurity risks and related disclosures. GECM also provides its employees with cybersecurity awareness training at onboarding and semiannually, as well as interim security reminders and alerts.
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The members of the IT Committee collectively have over fifty years of experience helping to oversee the information technology infrastructure and processes at GECM and other asset managers in both operations and IT infrastructure leadership roles. Third-party consultants with specific education and over 25 years' experience in IT Infrastructure and Cybersecurity are utilized to provide additional technical insight and recommendations.
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These reports also include updates on GECM’s preparedness, prevention, detection, responsiveness and recovery with respect to cyber incidents, where applicable.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Pr operties. We currently lease office space for our principal executive office in Palm Beach Gardens, Florida. We lease additional office space in Waltham, Massachusetts, which is non-cancellable through September 2024, and Charleston, South Carolina, which has a lease expiration date in September 2026. Item 3. Legal Proceedings. None. Item 4. Mine Saf ety Disclosures. Not applicable.
Biggest changeItem 2. Pr operties. We currently lease office space for our principal executive office in Palm Beach Gardens, Florida. 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. Item 3. Legal Proceedings. None. Item 4. Mine Saf ety Disclosures. Not applicable.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOwnership information is based on information in publicly available filings. 11 Stock Purchases The following table summarizes common stock repurchases during the three months ended June 30, 2024: Month Total Number of Shares Purchased 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, 2024 - $ - - - May 1-31, 2024 1,074,862 $ 1.79 618,433 - June 1-30, 2024 86,700 $ 1.79 82,890 3,167,110 Total 1,161,562 $ 1.79 701,323 (1) In November 2023, the Company implemented a stock buyback program pursuant to Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), authorizing us to repurchase shares of our common stock in an aggregate amount of up to $3,850,000 in open market transactions through May 15, 2024.
Biggest changeStock 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.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 6. [Reserved]
Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement and is hereby incorporated by reference thereto. Item 6. [Reserved] 12
Our Board has granted limited waivers to certain investors to own more than 4.9% of our common stock, including funds managed by Northern Right Capital Management, L.P. ( Northern Right ) and Imperial Capital Asset Management, LLC ( ICAM ).
Our Board has granted limited waivers to certain investors to own more than 4.9% of our common stock, including funds managed by Northern Right Capital Management, L.P. ( Northern Right ), Imperial Capital Asset Management, LLC ( ICAM ) and PC Elfun LLC (PC Elfun ).
(2) In May 2024, the Company implemented a stock buyback program pursuant to Rule 10b5-1 and Rule 10b-18 under the Exchange Act authorizing us to repurchase up to 3,250,000 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 September 30, 2024 unless extended or terminated by our Board.
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.
Item 5. Market for Registrant's Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “GEG”. Record Holders As of August 26, 2024, there were 52 record holders of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “GEG”.
Dividends We do not currently intend to pay dividends on our common stock. The payment of dividends in the future is subject to the discretion of our Board and will depend upon general business conditions, legal and contractual restrictions on the payment of dividends and other factors that our Board may deem to be relevant.
The payment of dividends in the future is subject to legally available funds and the discretion of our Board and will depend upon general business conditions, legal and contractual restrictions on the payment of dividends and other factors that our Board may deem to be relevant.
As of August 26, 2024, Northern Right and its affiliates and ICAM and its affiliates own approximately 19.6% and 20.0%, respectively, of the outstanding shares of our common stock.
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. Ownership information is based on information in publicly available filings.
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Record Holders As of August 26, 2025, there were 54 record holders of our common stock. 11 Dividends We do not currently intend to pay dividends on our common stock.
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This stock buyback program expired on May 9, 2025.
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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.
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No shares were repurchased under this plan in the quarter ending June 30, 2025. In July 2025, the Board authorized an increase in the Company’s stock repurchase plan from $20 million to $25 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeLiquidity and Capital Resources The following table presents selected financial information: (in thousands) June 30, 2024 June 30, 2023 Current assets $ 127,570 $ 123,138 Current liabilities 8,359 7,377 Working capital $ 119,211 $ 115,761 Long-term liabilities $ 61,892 $ 64,674 15 For the twelve months ended June 30, (in thousands) 2024 2023 Net cash provided by (used in) operating activities - continuing operations $ (15,555 ) $ (3,139 ) Net cash provided by (used in) operating activities - discontinued operations - 766 Net cash provided by (used in) operating activities $ (15,555 ) $ (2,373 ) Net cash provided by (used in) investing activities - continuing operations $ 3,217 $ 16,733 Net cash provided by (used in) investing activities - discontinued operations (947 ) 67,230 Net cash provided by (used in) investing activities $ 2,270 $ 83,963 Net cash provided by (used in) financing activities - continuing operations $ 2,838 $ (42,399 ) Net cash provided by (used in) financing activities - discontinued operations - (5,221 ) Net cash provided by (used in) financing activities $ 2,838 $ (47,620 ) Net increase (decrease) in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale $ (10,447 ) $ 33,970 Less: net increase in cash and cash equivalents classified within current assets held for sale - 62,775 Plus: cash received from discontinued operations - 66,689 Net change in cash and cash equivalents $ (10,447 ) $ 37,884 As of June 30, 2024, we had an unrestricted cash balance of $48.1 million, short-term investments in marketable securities of $9.9 million and investments with a fair value of $44.6 million, including 1,518,162 shares of GECC common stock with an estimated fair value of $16.2 million.
Biggest changeThere was $0.02 million of net income related to discontinued operations during the year ended June 30, 2024. 15 Liquidity and Capital Resources The following table presents selected financial information: (in thousands) June 30, 2025 June 30, 2024 Current assets $ 137,897 $ 127,570 Current liabilities 9,614 8,359 Working capital $ 128,283 $ 119,211 Long-term liabilities $ 63,657 $ 61,892 For the twelve months ended June 30, (in thousands) 2025 2024 Net cash provided by (used in) operating activities - continuing operations $ (9,006 ) $ (15,555 ) Net cash provided by (used in) operating activities $ (9,006 ) $ (15,555 ) Net cash provided by (used in) investing activities - continuing operations $ (1,336 ) $ 3,217 Net cash provided by (used in) investing activities - discontinued operations - (947 ) Net cash provided by (used in) investing activities $ (1,336 ) $ 2,270 Net cash provided by (used in) financing activities - continuing operations $ (8,773 ) $ 2,838 Net cash provided by (used in) financing activities $ (8,773 ) $ 2,838 Net increase (decrease) in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale $ (19,115 ) $ (10,447 ) Net change in cash, cash equivalents and restricted cash $ (19,115 ) $ (10,447 ) As of June 30, 2025, we had an unrestricted cash balance of $30.6 million and investments with a fair value of $60.6 million, including 1,438,079 shares of GECC common stock with an estimated fair value of $15.3 million.
We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and the foreseeable future thereafter. Borrowings As of June 30, 2024, the Company had $26.9 million in outstanding aggregate principal of the GEGGL Notes. The GEGGL Notes are due on June 30, 2027, and interest is paid quarterly.
We believe we have sufficient liquidity available to meet our short-term and long-term obligations for at least the next 12 months and the foreseeable future thereafter. Borrowings As of June 30, 2025, the Company had $26.9 million in outstanding aggregate principal of the GEGGL Notes. The GEGGL Notes are due on June 30, 2027, and interest is paid quarterly.
As of June 30, 2024, the Company had $35.5 million principal balance in outstanding Convertible Notes (including cumulative interest paid in-kind) held by a consortium of investors, including related parties, that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at the option of the Company.
As of June 30, 2025, the Company had $35.1 million principal balance in outstanding Convertible Notes (including cumulative interest paid in-kind) held by a consortium of investors, including related parties, that accrue interest at 5.0% per annum, payable semiannually in arrears on June 30 and December 31, in cash or in-kind at the option of the Company.
Changes in and Disagreements With Accou ntants on Accounting and Financial Disclosure. Not applicable.
Changes in and Disagreements With Accou ntants on Accounting and Financial Disclosure. Not applicable. 17
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.
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. Business Combinations Business combinations are accounted for at fair value.
Critical Accounting Policies and Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ).
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 ).
Valuation allowances are established when necessary, in order to reduce deferred tax assets to the amounts more likely than not to be recovered. 13 The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its net operating loss carryforwards and other deferred tax assets is more likely than not.
The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its net operating loss carryforwards and other deferred tax assets is more likely than not.
Risk Factors.” Cash flows used in operating activities of our continuing operations for the year ended June 30, 2024 were $15.6 million.
Risk Factors.” Cash flows used in operating activities of our continuing operations for the year ended June 30, 2025 were $9.0 million.
The adjustments to reconcile our net loss from continuing operations of $0.9 million to net cash used in operating activities included add-backs for net proceeds from sale of real estate of $6.2 million and for various non-cash charges, such as $2.4 million of stock-based compensation expense, $2.4 million of non-cash interest and amortization of capitalized issuance costs, and $1.1 million of depreciation and amortization, which was partially offset by a $0.5 million of change in fair value of contingent consideration payable to ICAM, $2.3 million of realized gain on redemption of Convertible Notes, $12.0 million of purchases of investments and the net negative change in our operating assets and liabilities of $11.2 million.
The adjustments to reconcile our net loss from continuing operations of $0.9 million to net cash used in operating activities included add-backs for net proceeds from sale of real estate of $6.2 million and for various non-cash charges, such as $2.4 million of stock-based compensation expense, $2.4 million of non-cash interest and amortization of capitalized issuance costs, and $1.1 million of depreciation and amortization, which was partially offset by a $0.5 million of change in fair value of contingent consideration payable to ICAM, $2.3 million of realized gain on redemption of Convertible Notes, $12.0 million of purchases of investments and the net negative change in our operating assets and liabilities of $11.2 million. 16 Cash flows used in investing activities of our continuing operations for the year ended June 30, 2025 were $1.3 million, which includes related party loan receivable of $8.0 million which we did not have in the prior year but which reaches maturity in January 2026.
As of June 30, 2024, we had $8.9 million of net operating loss carryforwards for federal income tax purposes, of which approximately $3.4 million will expire in fiscal years 2025 through 2037 and $5.5 million can be carried forward indefinitely.
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.
There was minimal operating activity related to discontinued operations during the year ended June 30, 2024.
There was no activity related to discontinued operations during the year ended June 30, 2025.
Actual results could be different from these estimates. The historical results of the DME business and related activity have been presented in the accompanying consolidated statements of operations for the years ended June 30, 2024 and June 30, 2023 as discontinued operations. See Note 16 - Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements.
Actual results could be different from these estimates. 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.
Overview GEG is a publicly-traded alternative asset management company 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. GEG and its subsidiaries currently manage GECC, a publicly-traded BDC, and Monomoy UpREIT, an industrial-focused real estate investment trust, in addition to other investment vehicles.
Overview GEG is a publicly-traded alternative asset management company 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.
Cash flows provided by investing activities of our discontinued operations for the year ended June 30, 2023 of $67.2 million were primarily attributed to the cash proceeds from the Sale of HC LLC, net of cash sold and before transaction costs and distributions to non-controlling interests, of $71.3 million, partially offset by other investing activities of our DME business. 16 Cash flows provided by financing activities of our continuing operations for the year ended June 30, 2024 were $2.8 million, which is attributed to contributions of non-controlling interests in our Consolidated Funds, offset by a redemption of the Convertible Notes and share repurchase.
Cash flows provided by financing activities of our continuing operations for the year ended June 30, 2024 were $2.8 million, which is attributed to contributions of non-controlling interests in our consolidated funds, offset by a redemption of Convertible Notes and stock repurchase.
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) 2024 Percent Change 2023 Revenues $ 17,834 106% $ 8,663 Cost of Revenues (5,526 ) *NM - Operating costs and expenses: Investment management expenses, excluding non-cash compensation (9,723 ) 9% (8,938 ) Non-cash compensation (3,113 ) 6% (2,948 ) Other selling, general and administrative (6,202 ) (9)% (6,836 ) Depreciation and amortization (1,108 ) (4)% (1,152 ) Total operating costs and expenses (20,146 ) (19,874 ) Operating loss (7,838 ) (11,211 ) Other income (expense): Interest expense (4,334 ) (29)% (6,074 ) Other income (expense), net 11,331 (65)% 31,964 Total other income (expense), net 6,997 25,890 Income (loss) before income taxes from continuing operations $ (841 ) $ 14,679 *NM - not meaningful Revenues Revenues for the year ended June 30, 2024 increased $9.2 million, as compared to the prior year.
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 ) 14 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 combined assets under management of these entities at June 30, 2024 was approximately $727.4 million. GEG continues to explore other investment management opportunities, as well as opportunities in other areas that it believes provide attractive risk-adjusted returns on invested capital. As of the date of this report, GEG had no unfunded binding commitments to make additional investments.
GEG continues to explore other investment management opportunities, as well as opportunities in other areas that it believes provide attractive risk-adjusted returns on invested capital. As of the date of this report, GEG had no unfunded binding commitments to make additional investments. In January 2023, MBTS completed the purchase of certain land parcels in Mississippi and Florida.
During the year ended June 30, 2024, GEG capitalized development costs of $8.5 million attributed to the cost of land and development and construction costs directly identifiable with the two real estate projects.
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 ).
Income Taxes The Company recognized an income tax expense from continuing operations of $0.1 million and $0.2 million for the years ended June 30, 2024 and 2023, respectively. This expense consisted of federal and state and local taxes for the year ended June 30, 2024. No federal income taxes were incurred for the year ended June 30, 2023.
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, 2025 consists of the recognition of income tax expense related to the deferred tax liability with an indefinite reversal period.
The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including projected financial information, effective income tax rates, present value discount factors, and long-term growth expectations.
The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent 13 consideration if applicable, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques.
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 will commence upon substantial completion of the build-to-suit development. GEG intends to sell the land and improvements with the attached leases at or close to the respective lease commencement date.
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.
Of the $9.2 million increase, $6.6 million is related to MBTS's June 2024 asset sale, which is offset by $5.5 million of cost of revenues related to the sale. The remaining $2.6 million expansion is primarily driven by increases in management and incentive fees from GECC as a result of increases in assets under management.
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.
Cash flows used in operating activities of our continuing operations for the year ended June 30, 2023 were $3.1 million.
Cash flows used in financing activities of our continuing operations for the year ended June 30, 2025 were $8.8 million primarily due to a large increase in stock repurchases and the repurchase of Convertible Notes.
The adjustments to reconcile our net income from continuing operations of $14.5 million to net cash used in operating activities included add-backs for various non-cash charges, such as $2.6 million of stock-based compensation expense, $2.3 million of non-cash interest and amortization of capitalized issuance costs, $1.2 million of depreciation and amortization, and $0.8 million of change in fair value of contingent consideration payable to ICAM, which was partially offset by deduction of $10.9 million of unrealized gain on our investments, $4.3 million of realized gain on our investments, $10.5 million of gain on Sale of Controlling Interest in Forest in December 2022, and the net negative change in our operating assets and liabilities of $0.7 million.
The adjustments to reconcile our net income from continuing operations of $15.6 million to net cash used in operating activities included various non-cash charges, such as $2.0 million of stock-based compensation expense, $2.2 million of non-cash interest and amortization of capitalized issuance costs, and $1.2 million of depreciation and amortization, which all remained substantially consistent with prior year inflows.
Operating Costs and Expenses Operating costs and expenses for the year ended June 30, 2024 increased $0.3 million, as compared to the prior year. Investment management expenses increased $0.8 million, which was mainly attributable to costs associated with business operations due to our company now functioning primarily as an investment management company.
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.
Removed
On December 30, 2022, GEG and its wholly-owned subsidiary, FM Acquisition, entered into the Stock Purchase Agreement with JPM to sell 61 shares of the common stock, $0.001 par value per share, of Forest owned by FM Acquisition and GEG, which constituted 61% of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $18.4 million in cash.
Added
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.
Removed
In connection with the Stock Purchase Agreement, GEG, JPM and Forest entered into the Stockholders Agreement. Pursuant to the Stockholders Agreement, from January 17, 2023 until February 17, 2023, GEG had the the Put Option to sell its remaining 19% interest in Forest for its then fair market value.
Added
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.
Removed
On January 17, 2023, GEG exercised the Put Option and sold the Investment in Forest for approximately $26.5 million in cash. 12 On January 3, 2023, GEG’s wholly-owned subsidiary, Great Elm DME Holdings, Inc., along with the minority owners of Great Elm Healthcare, LLC ( HC LLC ), entered into a purchase agreement with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp ( Quipt ), to sell 100% of the outstanding membership interests in HC LLC to Quipt (the Sale of HC LLC ) for $80.0 million, consisting of approximately $72.8 million in cash, $5.2 million of indebtedness assumed by Quipt and $2.0 million in shares of Quipt common stock based on the 20-day volume-weighted average price of Quipt’s common stock for the period ending on and including the second business day prior to the closing of the transaction.
Added
In connection with the acquisition, the Company formed Monomoy Construction Services, LLC ( MCS ), a wholly owned subsidiary of GEG, and combined Greenfield's assets with the assets of Monomoy BTS Construction Management, LLC ( MCM ) to launch an integrated, full-service construction business.
Removed
After transaction costs of $2.5 million, distributions to non-controlling interests of $5.9 million, and indemnity escrow payment of $0.4 million, cash proceeds to GEG and its subsidiaries were $64.1 million, pending finalization of working capital adjustments.
Added
MCS will be dedicated to serving the Company's various real estate businesses, as well as expanding its existing third-party consulting business. The financial results of MCS are included in the Company's consolidated results for the period beginning on February 4, 2025.
Removed
The disposal group satisfied the criteria for presentation as held for sale and discontinued operations through the date of sale, and as such GEG's historical segment information was recast to reflect its ongoing business as a single reportable segment and to remove the activity of discontinued operations. In January 2023, MBTS, GEG's wholly-owned subsidiary, completed purchases of certain land parcels.
Added
See Note 18 - Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements.
Removed
Asset Acquisitions Asset acquisitions are accounted for using the cost accumulation method while business combinations are accounted for at fair value. Determining whether the acquired set represents an asset acquisition or a business combination requires quantitative and qualitative assessments subject to judgment.
Added
Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.
Removed
The Company utilizes third-party specialists to assist management with the identification and valuation of intangible assets using customary valuation procedures and techniques.
Added
All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed.
Removed
Revenue Recognition The Company recognizes revenue at amounts that reflect the consideration to which it expects to be entitled in exchange for providing services to its customers under agreements with each investment product, which may be terminated at any time by either party subject to the specific terms of each respective agreement.
Added
If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed.
Removed
Our revenues primarily consist of proceeds from the sale of build-to-suit properties and fees from managed investment products. Fees from managed investment products include fees based on a percentage of assets under management, fees based on rents collected, fees based on the performance of managed assets, and administration and service fees.
Added
Valuation allowances are established when necessary, in order to reduce deferred tax assets to the amounts more likely than not to be recovered.
Removed
Other selling, general and administrative expenses decreased $0.6 million, which was mainly attributed to a decrease in our strategic initiative costs and other professional and operating fees due to our transition from a primarily durable medical equipment business to an asset management firm. 14 Other Expenses and Income Interest expense for the year ended June 30, 2024 decreased by $1.7 million, compared to the prior year, primarily due to the decrease in interest expense attributed to the 35,010 shares of preferred stock issued by Forest to JPM on December 29, 2020 (the Forest Preferred Stock ) following the Sale of Controlling Interest in Forest on December 30, 2022.
Added
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.
Removed
During the year ended June 30, 2024, the Company recognized $11.3 million of other income (net), comprised of dividends and interest income of $8.1 million and net realized and unrealized gain on investments of $2.2 million, partially.
Added
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.
Removed
During the year ended June 30, 2023, the Company recognized $32.0 million of other income (net), comprised of gain on Sale of Controlling Interest in Forest of $10.5 million, gain on the Investment in Forest of $24.4 million, and dividends and interest income of $6.2 million, partially offset by net realized and unrealized loss on investments (excluding the Investment in Forest) of $9.2 million.
Added
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.
Removed
Discontinued Operations The following table provides the consolidated results of our discontinued operations: For the twelve months ended June 30, (in thousands) 2024 2023 Discontinued operations: Durable medical equipment sales and services revenue $ - $ 21,574 Durable medical equipment rental income - 11,874 Net revenue - 33,448 Cost of durable medical equipment sold and services - (8,654 ) Cost of durable medical equipment rentals - (4,263 ) Durable medical equipment other operating expenses 16 (17,519 ) Depreciation and amortization - (783 ) Transaction costs - (2,462 ) Interest expense - (46 ) Loss on extinguishment of debt - (23 ) Other (expense) income, net - (50 ) Gain on disposal of discontinued operations - 13,264 Income before income taxes from discontinued operations 16 12,912 Income tax benefit - 289 Net income from discontinued operations $ 16 $ 13,201 During the year ended June 30, 2023, the results of the discontinued DME business only included operations through the date of its sale (January 3, 2023).
Added
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.
Removed
Upon sale of the DME business, we initially recognized a gain on sale of $13.6 million. In the fourth quarter of fiscal 2023, we recorded a loss of $0.3 million following finalization of working capital adjustments to the initial sales price for HC LLC, with the respective payment made to Quipt in September 2023.
Added
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.
Removed
During the year ended June 30, 2023 we also received $1.6 million attributed to sales of investments by GESOF. Cash flows provided by operating activities of our discontinued operations for the year ended June 30, 2023 were $0.8 million.
Added
Other Income (Expense) Other income (expense), net includes dividend and interest income and net realized and unrealized gains and losses.
Removed
Cash flows provided by investing activities of our continuing operations for the year ended June 30, 2023 were $16.7 million which is attributed to the combined proceeds from sale of Forest, net of cash sold, of $44.3 million, partially offset by purchases of investments of $3.1 million and purchases of investments in marketable securities of $24.4 million.
Added
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.
Removed
Cash flows used in financing activities of our continuing operations for the year ended June 30, 2023 were $42.4 million, which consisted of principal payments of $38.1 million on the promissory note issued to Forest on December 29, 2022 and fully repaid by January 3, 2023, and principal payments of $3.7 million on the Seller Note, as well as distributions to non-controlling interests in GESOF of $0.6 million.
Added
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.
Removed
Cash flows used in financing activities of our discontinued operations for the year ended June 30, 2023 of $5.2 million were primarily attributed to distributions to non-controlling interests upon Sale of HC LLC of $5.9 million.
Added
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.
Added
This is offset by the income tax benefit recognized from the reversal of the prior year's income tax expense, resulting from provision-to-return adjustments. The expense for the year ended June 30, 2024 consisted of federal and state and local taxes.
Added
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. Discontinued Operations During the year ended June 30, 2023, the Company sold its DME business and the related activity qualified for presentation as discontinued operations.
Added
These were offset by a $16.0 million unrealized gain on investments which was primarily driven by a $11.5 million gain on our investment in a private fund as its announcement of a public offering drove up the price significantly, and an additional $4.7 million of gains in our special purpose vehicles due to a change in valuation technique during the year.
Added
Additionally, the cash inflows were offset by a net negative change in our operating assets and liabilities of $14.5 million, which was driven by an increase in receivables from managed funds due to additional receivables related to our newly acquired business which was not present in the prior year, along with different timing of reimbursements in the current year compared to the prior year.
Added
Offsetting this was a decrease in purchases of investments by our consolidated fund compared to prior year due to heightened purchasing activity in the prior year by the consolidated fund, which was established during fiscal year 2024 and ramped up activity throughout the year.
Added
The consolidated fund had increased cash flows from principal payments in the current year compared to prior year due to it now being an established fund. Cash flows used in operating activities of our continuing operations for the year ended June 30, 2024 were $15.6 million.
Added
Cash flows used in investing activities also includes purchases of investments in held-to-maturity securities of $7.4 million, offset by proceeds from settlement of held-to-maturity investments of $17.5 million, which each differed from prior year due to changes in the investment portfolio shifting away from interest earning marketable securities to other strategic private investments.
Added
Further, investments in portfolio funds of $4.5 million for the year ended June 30, 2025 were driven by an investment in an additional special purpose vehicle during the year, which decreased from prior year due to investment in two special purpose vehicles in the prior year.
Added
Additionally, cash flows used in investing activity included the acquisition of Greenfield of $2.5 million and redemption of investments of $3.9 million.

Other GEG 10-K year-over-year comparisons