STOCK TITAN

Northern Right Capital group (GEG) reports 19% stake in Great Elm

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
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

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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
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.
restricted shares financial
"On January 8, 2026, Mr. Drapkin was awarded 87,755 restricted shares of Common Stock"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
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.





39037G109

(CUSIP Number)
Northern Right Capital Mgmt.
9 Old Kings Hwy S., 4th Floor,
Darien, CT, 06820
(203) 883-9441

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/06/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 9: Northern Right Management (as defined herein) may be deemed to beneficially own 3,116,872 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein), including 1,153,182 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts in connection with the conversion of their PIK Notes (as defined herein), subject to adjustment as provided in the PIK Notes. Note to Rows 8 and 10: Northern Right Management may be deemed to beneficially own 2,279,478 shares of Common Stock currently held by Northern Right QP (as defined herein) and NRC LO (as defined herein), not including 1,057,084 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO 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 (as defined herein).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 9: Northern Right QP is the sole owner of 1,662,331 shares of Common Stock, not including a conversionary interest in 775,041 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Northern Right QP in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 9: NRC LO is the sole owner of 617,147 shares of Common Stock, not including a conversionary interest in 282,043 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8 and 10: NRC Fund GP (as defined herein) may be deemed to beneficially own 617,147 shares of Common Stock currently held by NRC LO, not including a conversionary interest in 282,043 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8 and 10: BCA (as defined herein) may be deemed to beneficially own 5,396,350 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,153,182 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,057,084 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO 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.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7 and 9: Mr. Drapkin is the sole owner of 785,892 shares of Common Stock. On January 8, 2026, Mr. Drapkin was awarded 87,755 restricted shares of Common Stock, which restricted shares have not been deferred. Of such additional restricted shares, 43,878 will remain unvested within 60 days of the date of this Statement, and 21,938 are currently unvested but will vest within 60 days of the date of this Statement. Mr. Drapkin also has a conversionary interest in 96,100 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Mr. Drapkin in connection with the conversion of his PIK Notes, subject to adjustment as provided in the PIK Notes. Mr. Drapkin has agreed to forbear from exercising his right to convert his PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement. Note to Rows 8 and 10: Mr. Drapkin may be deemed to beneficially own 5,396,350 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,153,182 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,057,084 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO 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.


SCHEDULE 13D


Northern Right Capital Management, L.P.
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member of BC Advisors, LLC, the general partner of Northern Right Capital Management, L.P.
Date:05/08/2026
Northern Right Capital (QP), L.P.
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Mng Mbr of BC Advisors, LLC, Gen. Part., Northern Right Capital Management, L.P., Gen. Part., Northern Right Capital (QP), L.P.
Date:05/08/2026
Northern Right Long Only Master Fund LP
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member of Northern Right Fund GP LLC, the general partner of Northern Right Long Only Master Fund LP
Date:05/08/2026
Northern Right Fund GP LLC
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:05/08/2026
BC Advisors, LLC
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:05/08/2026
Drapkin Matthew A
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin
Date:05/08/2026

FAQ

How many Great Elm Group (GEG) shares do Northern Right and affiliates currently beneficially own?

Northern Right and affiliated entities beneficially own 6,182,242 shares of Great Elm Group common stock, or about 19.0% of outstanding shares, based on 32,510,190 shares outstanding including 1,153,182 shares issuable on maximum PIK Note conversion for managed accounts.

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.

How many Great Elm Group (GEG) shares does Northern Right Capital (QP), L.P. hold?

Northern Right Capital (QP), L.P. beneficially owns 1,662,331 shares of Great Elm Group common stock, representing approximately 5.1% of the outstanding shares. It also has a conversion right for up to 775,041 additional shares via PIK Notes, which it has agreed not to convert until July 15, 2026.

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.