Great Elm (GEG) 8-KEntry into a Material Definitive Agreement

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On October 29, 2024, Great Elm Group, Inc. (“GEG”) and Jason Reese, Chairman and Chief Executive Officer of GEG, entered into a voting waiver agreement (the “Voting Waiver Agreement”), pursuant to which Mr. Reese waived all voting rights associated with all outstanding shares (whether vested or unvested) of GEG’s common stock, par value $0.001 per share, for voting purposes that have been granted or awarded, and all future shares of GEG that may be granted or awarded, directly to Mr. Reese in his individual capacity by GEG in connection with his services as an officer, director or employee of GEG or its subsidiaries during the term of the Voting Waiver Agreement (collectively, “Covered Shares”).

The Voting Waiver Agreement is subject to automatic and immediate termination upon the occurrence of any of the following events (each, a “Termination Event”), provided that GEG and Mr. Reese may agree in writing upon the occurrence of a Termination Event to continue the effectiveness of the Voting Waiver Agreement and waiver of voting rights associated with all Covered Shares until the occurrence of a subsequent Termination Event: (1) Mr. Reese is no longer an officer or director of GEG; (2) the commencement of a solicitation of a stockholder vote for the issuance of GEG shares requiring a stockholder vote under Nasdaq Rule 5635(a)(1), (b) or (d), or any successor provisions thereto or any equivalent provisions on any other stock exchange on which GEG shares are listed in the future, if not then listed on the Nasdaq Stock Market; (3) any sale of all, or substantially all, of GEG’s assets requiring a stockholder vote under applicable Delaware law; (4) Covered Shares, together with all other shares beneficially owned directly or indirectly by Mr. Reese, are equal to less than 15% of GEG’s total outstanding shares in the aggregate; or (5) a filing is made with the Securities and Exchange Commission by a party other than GEG, Mr. Reese, or entities ultimately controlled by Mr. Reese that proposes a take private, third-party tender offer, merger or acquisition or similar transaction involving GEG.

The foregoing description of the Voting Waiver Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Waiver Agreement, filed as Exhibit 10.1 hereto, and incorporated herein by reference.

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.