Northern Right shifts Great Elm Group (GEG) shares and convertible notes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Northern Right Capital–affiliated funds reported internal rebalancing of their Great Elm Group common stock and convertible note holdings. Northern Right Capital (QP), L.P. transferred 7,887 common shares at $2.18 per share and $13,087 principal of 5.0% Convertible Senior PIK Notes due 2030 to Northern Right Long Only Master Fund LP.
After these transfers, Northern Right QP, NRC LO and managed accounts advised by Northern Right Capital Management collectively beneficially own 4,243,168 shares of Great Elm Group common stock. Northern Right QP, NRC LO and Matthew A. Drapkin also entered a Forbearance Agreement with the company to forbear converting the notes into common stock until July 15, 2027.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Northern Right Capital Management, L.P., Northern Right Capital (QP), L.P., Northern Right Long Only Master Fund LP, Northern Right Fund GP LLC, BC Advisors LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | 5.0% Convertible Senior PIK Note due 2030 | -- | $100.00 | -- |
| Other | 5.0% Convertible Senior PIK Note due 2030 | -- | $100.00 | -- |
| Other | Common Stock | 7,887 | $2.18 | $17K |
| Other | Common Stock | 7,887 | $2.18 | $17K |
Holdings After Transaction:
Common Stock — 4,243,168 shares (Indirect, See Footnote)
Footnotes (1)
- Represents a rebalancing transaction by Northern Right Management (as defined herein) whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 7,887 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), to Northern Right Long Only Master Fund LP ("NRC LO"). Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,654,444 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 625,034 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock. As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Represents a rebalancing transaction by Northern Right Management whereby Northern Right QP transferred an aggregate principal amount of $13,087 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 13,087 shares of Common Stock to NRC LO. On July 10, 2026, Northern Right QP, NRC LO, and Matthew A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Northern Right QP, NRC LO, and Matt A. Drapkin, irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until July 15, 2027.
Key Figures
Rebalanced common shares: 7,887 shares
Indirect beneficial ownership: 4,243,168 shares
Transaction price per share: $2.18
+5 more
8 metrics
Rebalanced common shares
7,887 shares
Northern Right Capital (QP), L.P. transferred Great Elm Group common stock to Northern Right Long Only Master Fund LP
Indirect beneficial ownership
4,243,168 shares
Combined Great Elm Group common shares held by Northern Right QP, NRC LO and Managed Accounts after July 10, 2026
Transaction price per share
$2.18
Value reported for the 7,887-share internal transfer of Great Elm Group common stock
Convertible note principal transferred
$13,087
Aggregate principal amount of 5.0% Convertible Senior PIK Notes due 2030 transferred from Northern Right QP to NRC LO
Note coupon rate
5.0%
Interest rate on the Convertible Senior PIK Notes due 2030 related to Great Elm Group
Conversion price
$3.4722 per share
Reported conversion price for the 5.0% Convertible Senior PIK Notes into Great Elm Group common stock
Forbearance period end
July 15, 2027
Date until which Northern Right QP, NRC LO and Matthew A. Drapkin agreed to forbear converting the notes
Note maturity
February 26, 2030
Expiration date of the 5.0% Convertible Senior PIK Notes due 2030
Key Terms
Convertible Senior PIK Notes, beneficial owner, Managed Accounts, pecuniary interest, +1 more
5 terms
Convertible Senior PIK Notes financial
"5.0% Convertible Senior PIK Notes due 2030 (the "Notes")"
beneficial owner financial
"may be deemed to be the beneficial owner of the securities held"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Managed Accounts financial
"Managed accounts (the "Managed Accounts"), on behalf of certain investment"
Managed accounts are collections of investments owned by an individual or institution but run day-to-day by a professional who buys, sells and allocates assets according to an agreed plan. They matter to investors because they provide tailored oversight, active risk control and potential tax efficiency—like hiring a personal chef to manage your diet—while fees and the manager’s skill directly affect returns.
pecuniary interest financial
"except to the extent of any pecuniary interest therein, and this report"
Forbearance Agreement financial
"entered into a letter agreement (the "Forbearance Agreement") with the Issuer"
A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions did Northern Right entities report in Great Elm Group (GEG)?
Northern Right Capital–affiliated funds completed internal rebalancing on July 10, 2026. Northern Right Capital (QP), L.P. transferred 7,887 Great Elm Group common shares at $2.18 per share and $13,087 principal of 5.0% Convertible Senior PIK Notes due 2030 to Northern Right Long Only Master Fund LP.
What are the key terms of the 5.0% Convertible Senior PIK Notes linked to GEG?
The notes carry a 5.0% rate, are described as Convertible Senior PIK Notes due 2030, and are convertible into Great Elm Group common stock at a reported conversion price of $3.4722 per share. An internal transfer moved $13,087 principal amount between Northern Right–affiliated funds.
What is the Forbearance Agreement involving Great Elm Group (GEG) and Northern Right entities?
On July 10, 2026, Northern Right QP, Northern Right Long Only Master Fund LP and Matthew A. Drapkin entered a Forbearance Agreement with Great Elm Group. They irrevocably agreed to forbear from exercising rights to convert the notes, and any additional notes, into common stock until July 15, 2027.
Who may be deemed the beneficial owner of GEG securities held by Northern Right entities?
Northern Right Capital Management, as general partner or investment manager for certain funds and managed accounts, may be deemed the beneficial owner of their Great Elm Group holdings. BC Advisors LLC, as general partner of Northern Right Management, may likewise be deemed a beneficial owner, subject to pecuniary-interest limitations and explicit ownership disclaimers.