UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

Great Elm Group, Inc. 

(Exact name of Registrant as Specified in Its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2025, Great Elm Group, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the stockholders of the Company approved the Company’s 2025 Long-Term Incentive Compensation Plan (the “2025 LTI Plan”). The Board of Directors of the Company had previously approved and adopted the 2025 LTI Plan on October 15, 2025, subject to the approval of the stockholders of the Company.

The principal features of the 2025 LTI Plan are described in detail under “Proposal 4 - Approval of the 2025 Long-Term Incentive Compensation Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 17, 2025 (as amended by Amendment No. 1 to the Company’s Definitive Proxy Statement filed with the SEC on October 31, 2025, the “Proxy Statement”).

A copy of the 2025 LTI Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders (i) elected the persons listed below to serve as members of the Board of Directors of the Company until the earlier of their death, resignation, removal or election of their successor; (ii) ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026; (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and (iv) approved the 2025 LTI Plan. The results of the voting at the Annual Meeting were as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.