| Issuer: | Great Elm Group, Inc. (the “Company”) |
| Title of the Securities: | 7.25% Notes due 2027 |
| Rating:* | BBB- (Egan-Jones) |
| Initial Aggregate Principal Amount Being Offered: | $25,000,000 |
| Over-Allotment Option: | Up to $3,750,000 aggregate principal amount of Notes within 30 days of the date hereof solely to cover over-allotments, if any. |
| Issue Price: | $25.00 |
| Principal Payable at Maturity: | 100% of the aggregate principal amount. The outstanding principal amount of the Notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the Notes or at such other office as the Company may designate. |
| Type of Note: | Fixed-rate note |
| Listing: | The Company intends to list the Notes on Nasdaq within 30 days of the original issue date under the trading symbol “GEGGL”. |
| Stated Maturity Date: | June 30, 2027 |
| Interest Rate: | 7.25% per year |
| Underwriting Discount: | 3.125% (or $781,250 total assuming the over-allotment option is not exercised) |
| Net Proceeds to the Issuer, before Expenses: | 96.875% (or $24,218,750 total assuming the over-allotment option is not exercised) |
| Day Count Basis: | 360-day year of twelve 30-day months |
| Trade Date: | June 7, 2022 |
| Settlement Date: | June 9, 2022 (T+2) |
| Date Interest Starts Accruing: | June 9, 2022 |
| Interest Payment Dates: | Each March 31, June 30, September 30 and December 31, commencing June 30, 2022. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. |
| Interest Periods: | The initial interest period will be the period from and including June 9, 2022, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be. |
| Specified Currency: | U.S. Dollars |
| Denominations: | The Company will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof. |
| Business Day: | Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or required by law or executive order to close. |
| Optional Redemption: | The Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after June 30, 2024, upon not less than 15 days’ nor more than 60 days’ written notice by mail prior to the date fixed for redemption thereof, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but not including, the date fixed for redemption. |
| CUSIP / ISIN: | 39037G 208/ US39037G2084 |
| Use of Proceeds: | The Company expects to use the net proceeds of this offering (i) to make investments in Monomoy Properties REIT, LLC and/or (ii) for general corporate purposes, including making opportunistic investments and refinancing subsidiary preferred stock or other indebtedness. |
| Book-Running Managers: | Oppenheimer & Co. Inc. B. Riley Securities, Inc. Janney Montgomery Scott LLC Ladenburg Thalmann & Co. Inc. |
| Trustee, Paying Agent, and Security Registrar: | American Stock Transfer & Trust Company, LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
