Sec Form 3 Filing - SMITH RANDALL D @ Great Elm Group, Inc. - 2025-08-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SMITH RANDALL D 2. Issuer Name and Ticker or Trading Symbol Great Elm Group, Inc. [ GEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WOODSTEAD VALUE FUND, L.P., 500 FRANK W BURR BLVD SUITE 720 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2025 (Street) TEANECK, NJ07666 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 4,875,942 ( 1 ) ( 2 ) I By Woodstead Value Fund, L.P. ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (Right to Buy) $ 3.5 ( 3 ) ( 3 ) Common Stock 1,000,000 ( 3 ) I By Woodstead Value Fund, L.P. ( 1 ) ( 3 ) Warrant (Right to Buy) $ 5 ( 4 ) ( 4 ) Common Stock 1,000,000 ( 4 ) I By Woodstead Value Fund, L.P. ( 1 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH RANDALL D C/O WOODSTEAD VALUE FUND, L.P. 500 FRANK W BURR BLVD SUITE 720 TEANECK, NJ07666 X Signatures /s/ Randall D. Smith 09/08/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held by Woodstead Value Fund, L.P. ("WVF"). The Reporting Person is the beneficial owner of 100% of the interests in WVF, and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. The Reporting Person disclaims beneficial ownership over any securities owned by WVF other than to the extent of any pecuniary interest he may have therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. ( 2 )Includes 4,000,000 shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), acquired by WVF from the Issuer at a purchase price of $2.25 per share for an aggregate purchase price of $9,000,000 in a private placement transaction pursuant to a Securities Purchase Agreement, dated August 27, 2025 (the "SPA"). ( 3 )Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $3.50 per share (the "Series A Warrant"). The Series A Warrant may be exercised on or after the one-year anniversary from the original issuance date, which is August 27, 2026 (the "Series A Warrant Exercisability Date"). The Series A Warrant expires on the tenth anniversary of the Series A Warrant Exercisability Date, which is August 27, 2036. ( 4 )Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $5.00 per share (the "Series B Warrant"). The Series B Warrant may be exercised on or after the three-year anniversary from the original issuance date, which is August 27, 2028 (the "Series B Warrant Exercisability Date"). The Series B Warrant expires on the tenth anniversary of the Series B Warrant Exercisability Date, which is August 27, 2038.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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