Northern Right Capital group (GEG) reports 19% stake in Great Elm
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary
Northern Right Capital and related funds report beneficial ownership of 6,182,242 shares of Great Elm Group common stock, representing 19.0% of the company. This total includes shares held directly, in managed accounts and through affiliated funds, plus certain unvested restricted shares awarded to Matthew A. Drapkin.
The ownership calculation is based on 32,510,190 shares outstanding as of early May 2026, which factors in 1,153,182 shares that could be issued upon maximum conversion of PIK Notes held in managed accounts. Northern Right QP and Northern Right Long Only have agreed under a Forbearance Agreement not to convert their PIK Notes into additional shares until July 15, 2026.
Positive
- None.
Negative
- None.
Key Figures
Beneficial ownership: 6,182,242 shares
Ownership percentage: 19.0%
Shares outstanding baseline: 32,510,190 shares
+5 more
8 metrics
Beneficial ownership
6,182,242 shares
Aggregate shares beneficially owned by reporting persons as of May 8, 2026
Ownership percentage
19.0%
Percent of Great Elm Group common stock beneficially owned by reporting group
Shares outstanding baseline
32,510,190 shares
Shares outstanding used to calculate ownership, including 1,153,182 PIK Note conversion shares for managed accounts
Northern Right QP stake
1,662,331 shares (5.1%)
Common stock beneficially owned by Northern Right QP, excluding 775,041 PIK Note conversion shares
NRC Long Only stake
617,147 shares (1.9%)
Common stock beneficially owned by NRC Long Only, excluding 282,043 PIK Note conversion shares
Managed Accounts stake
3,116,872 shares (9.6%)
Shares held in managed accounts, including 1,153,182 shares from maximum PIK Note conversion
Drapkin personal holdings
785,982 shares
Common stock beneficially owned directly by Matthew A. Drapkin, excluding 96,100 PIK Note conversion shares
Forbearance end date
July 15, 2026
Date until which certain PIK Note conversions are contractually deferred
Key Terms
beneficially own, PIK Notes, Forbearance Agreement, restricted shares, +2 more
6 terms
beneficially own financial
"the Reporting Persons may be deemed to beneficially own in the aggregate 6,182,242 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
PIK Notes financial
"maximum number of shares of Common Stock that could be issued in connection with the conversion of their PIK Notes"
PIK notes are loans that let the borrower pay interest by issuing more debt instead of cash, so investors receive extra securities rather than cash payments. For investors this matters because it can boost returns if the issuer grows, but it also increases the company’s total debt and the risk of not getting cash back; think of lending money and getting an IOU that keeps growing instead of regular interest checks.
Forbearance Agreement financial
"have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement"
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.
Managed Accounts financial
"3,116,872 shares of the Common Stock held by the Managed Accounts, including 1,153,182 shares"
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.
percent of class financial
"which represent approximately 19.0% of the outstanding shares of Common Stock"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
What percentage of Great Elm Group (GEG) does Northern Right Capital’s group control?
The reporting group may be deemed to beneficially own about 19.0% of Great Elm Group’s common stock. This percentage is calculated using 32,510,190 shares outstanding, which includes shares that could be issued on maximum conversion of certain PIK Notes held by managed accounts.
What is Northern Right Long Only Master Fund’s position in Great Elm Group (GEG)?
Northern Right Long Only Master Fund beneficially owns 617,147 shares of Great Elm Group common stock, or roughly 1.9% of the outstanding shares. It also holds PIK Notes convertible into up to 282,043 additional shares, with conversion deferred until July 15, 2026.
What Great Elm Group (GEG) equity and awards does Matthew A. Drapkin personally hold?
Matthew A. Drapkin beneficially owns 785,982 shares of Great Elm Group common stock and has a conversion right for 96,100 shares via PIK Notes. He also received 87,755 restricted shares on January 8, 2026, vesting through December 31, 2026, subject to continued board service.
What is the Forbearance Agreement mentioned in the Great Elm Group (GEG) Schedule 13D/A?
Under the Forbearance Agreement, Northern Right QP, Northern Right Long Only and Mr. Drapkin agree not to convert their PIK Notes into shares until July 15, 2026. This temporarily limits additional share issuance from those specific PIK Notes during the forbearance period.