[Form 4] Great Elm Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Great Elm Group, Inc. director Matthew A. Drapkin reported new equity awards. On January 8, 2026, he received three grants of Great Elm Group common stock totaling 114,286 restricted shares: 26,531 shares, 61,224 shares, and another 26,531 shares, each at a price of $0 per share.

After these awards, Drapkin directly held 843,035 shares of Great Elm Group common stock. The restricted stock vests in equal quarterly installments at the end of each quarter from March 31, 2026 through December 31, 2026, with one grant elected in lieu of a cash retainer and one tied to his service on the board of Great Elm Capital Corp. Separate from his direct holdings, large blocks of Great Elm Group shares are held by Northern Right Capital (QP), L.P. and certain managed accounts, where affiliated entities may be deemed beneficial owners and Drapkin disclaims indirect beneficial ownership except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT LP

9 OLD KINGS HWY S, 4TH FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								2,279,478	I(1)	See Footnote(3)(4)
Common Stock								1,963,690	I(2)	See Footnote(3)(4)
Common Stock	01/08/2026		A		26,531	A	$0	755,280	D(5)
Common Stock	01/08/2026		A		61,224	A	$0	816,504	D(6)
Common Stock	01/08/2026		A		26,531	A	$0	843,035	D(7)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

2. Represents shares of common stock purchased by managed accounts (the "Managed Accounts") on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management").

3. As general partner and investment manager of Northern Right QP, Northern Right Capital Management, L.P. ("Northern Right Management") may be deemed to be the beneficial owner of the shares of common stock held by Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA"), may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA.

4. (continued from footnote 3) The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.

5. The Reporting Person was awarded 26,531 shares of restricted stock of Great Elm Group, Inc. ("GEG"), which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026 through December 31, 2026, contingent upon continued service as a member of the board of directors of GEG.

6. The Reporting Person was awarded 61,224 shares of restricted stock of GEG, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026 through December 31, 2026, contingent upon continued service as a member of the board of directors of GEG. These shares were awarded at the Reporting Person's election in lieu of a cash retainer.

7. The Reporting Person was awarded 26,531 shares of restricted stock of GEG, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2026 through December 31, 2026, contingent upon continued service as a member of the board of directors of Great Elm Capital Corp.

	/s/ Adam M. Kleinman, attorney-in-fact	01/12/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who is the reporting person in the Great Elm Group (GEG) Form 4?

The Form 4 identifies Matthew A. Drapkin as the reporting person, in his capacity as a director of Great Elm Group, Inc.

What equity awards did Matthew Drapkin receive from Great Elm Group (GEG)?

On January 8, 2026, Matthew Drapkin was awarded three grants of Great Elm Group common stock: 26,531 shares, 61,224 shares, and another 26,531 shares of restricted stock, each at a price of $0 per share.

How do the new restricted stock awards for GEG vest?

Each restricted stock award vests in equal quarterly installments at the end of each quarter, beginning on March 31, 2026 through December 31, 2026, and is contingent on Matthew Drapkin’s continued service on the relevant boards.

How many Great Elm Group (GEG) shares does Matthew Drapkin directly own after these transactions?

Following the reported grants, Matthew Drapkin directly held 843,035 shares of Great Elm Group common stock.

Were any of Matthew Drapkin’s GEG stock awards in lieu of cash compensation?

Yes. One award of 61,224 restricted shares of Great Elm Group common stock was granted at Matthew Drapkin’s election in lieu of a cash retainer for his board service.

What indirect holdings of Great Elm Group (GEG) shares are associated with Matthew Drapkin?

The filing notes 2,279,478 shares held by Northern Right Capital (QP), L.P. and 1,963,690 shares held in managed accounts for clients of Northern Right Capital Management, L.P.; related entities may be deemed beneficial owners, and Matthew Drapkin disclaims indirect beneficial ownership except to the extent of his pecuniary interest.

Is this GEG Form 4 related to stock sales or purchases on the market?

No. The Form 4 reports stock awards (code "A" for acquisition) of restricted common stock at $0 per share as part of Matthew Drapkin’s compensation, rather than open-market purchases or sales.