Great Elm holder Reese reports 23.3% stake

Rhea-AI Filing Summary

Great Elm Group, Inc. (GEG) received an updated Schedule 13D/A from Imperial Capital Asset Management, LLC, Long Ball Partners, LLC, Imperial Capital Group Holdings II, LLC and Jason Reese, detailing their beneficial ownership of the company’s common stock and changes related to convertible securities. Based on 31,094,890 shares outstanding as of August 20, 2026, Jason Reese reports beneficial ownership of 7,252,754 shares, or 23.3% of the common stock, while Imperial Capital Asset Management reports 5,918,746 shares (19.0%), Long Ball Partners 5,009,662 shares (16.1%), and Imperial Capital Group Holdings II 460,900 shares (1.5%), each with sole voting and dispositive power over the reported amounts.

The amendment also describes a Forbearance Agreement dated September 8, 2026, under which Long Ball, as holder of $8,755,560 of Great Elm’s 5.0% Convertible Senior PIK Notes due 2030, irrevocably agrees to forbear from converting these notes (and any additional notes issued under them) into common stock until November 10, 2027, unless extended with the issuer’s consent. Absent this agreement, the notes would be convertible into 2,521,617 shares of common stock, which, due to the forbearance, are not currently deemed beneficially owned by the reporting persons.

Key Figures

Shares outstanding: 31,094,890 shares Jason Reese beneficial ownership: 7,252,754 shares (23.3%) Imperial Capital Asset Management beneficial ownership: 5,918,746 shares (19.0%) +5 more

8 metrics

Shares outstanding 31,094,890 shares Common stock outstanding as of August 20, 2026, used to compute ownership percentages

Jason Reese beneficial ownership 7,252,754 shares (23.3%) Beneficial ownership of Great Elm common stock with sole voting and dispositive power

Imperial Capital Asset Management beneficial ownership 5,918,746 shares (19.0%) Beneficial ownership of Great Elm common stock with sole voting and dispositive power

Long Ball Partners beneficial ownership 5,009,662 shares (16.1%) Beneficial ownership of Great Elm common stock with sole voting and dispositive power

Imperial Capital Group Holdings II beneficial ownership 460,900 shares (1.5%) Beneficial ownership of Great Elm common stock with sole voting and dispositive power

Convertible Senior PIK Notes principal $8,755,560 Aggregate principal amount of 5.0% Convertible Senior PIK Notes due 2030 held by Long Ball

Shares issuable upon PIK Notes conversion 2,521,617 shares Common stock that would be issuable upon conversion of the PIK Notes absent the Forbearance Agreement

Forbearance end date November 10, 2027 Date until which Long Ball agrees to forbear from converting the PIK Notes into common stock

Key Terms

Convertible Senior PIK Notes, Forbearance Agreement, beneficially owned, sole dispositive power, +2 more

6 terms

Convertible Senior PIK Notes financial

"the Issuer's 5.0% Convertible Senior PIK Notes Due 2030 (the "PIK Notes")"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 5,918,746.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"Sole Dispositive Power 5,918,746.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

voting waiver agreement financial

"has waived his voting rights pursuant to a voting waiver agreement"

PIK Notes financial

"The PIK Notes are convertible into Common Stock."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in GEG does Jason Reese report in this Schedule 13D/A amendment?

Jason Reese reports beneficial ownership of 7,252,754 shares of Great Elm Group, Inc. common stock, representing 23.3% of the class, based on 31,094,890 shares outstanding as of August 20, 2026, with sole voting and dispositive power over those shares.

How many GEG shares does Imperial Capital Asset Management, LLC report owning?

Imperial Capital Asset Management, LLC reports 5,918,746 shares of Great Elm Group, Inc. common stock beneficially owned, representing 19.0% of the outstanding class, with sole voting and dispositive power over all of those shares.

What is the size of the Long Ball Partners 5.0% Convertible Senior PIK Notes position in GEG?

Long Ball Partners, LLC holds an aggregate principal amount of $8,755,560 of Great Elm Group, Inc.’s 5.0% Convertible Senior PIK Notes due 2030, which are convertible into common stock but are subject to a forbearance on conversion under a letter agreement.

When does the GEG conversion forbearance on the PIK Notes end?

Under the Forbearance Agreement dated September 8, 2026, Long Ball irrevocably agrees to forbear from converting the 5.0% Convertible Senior PIK Notes into Great Elm common stock until November 10, 2027, with any extension requiring the prior written consent of the issuer.

How many GEG shares would the PIK Notes be convertible into without the Forbearance Agreement?

As of this amendment, if the Forbearance Agreement were not in place, Long Ball’s 5.0% Convertible Senior PIK Notes due 2030 would be convertible into 2,521,617 shares of Great Elm Group, Inc. common stock, but these shares are not currently deemed beneficially owned due to the forbearance.

What total shares outstanding figure is used to calculate the GEG ownership percentages?

All reported ownership percentages are calculated using 31,094,890 shares of Great Elm Group, Inc. common stock outstanding as of August 20, 2026, as reported in the company’s Annual Report on Form 10-K filed on August 26, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:16 PM Accepted by SEC EDGAR 09/10/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

Great Elm Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

39036P209

(CUSIP Number)

Todd Wiench
Imperial Capital Asset Management, LLC, 3801 PGA Boulevard, Suite 603
Palm Beach Gardens, FL, 33410
(310) 246-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/08/2026

(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

CUSIP Number(s): 39036P209

1

Name of reporting person

Imperial Capital Asset Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,918,746.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,918,746.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,918,746.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 39036P209

1

Name of reporting person

Long Ball Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,009,662.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,009,662.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,009,662.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 39036P209

1

Name of reporting person

Imperial Capital Group Holdings II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 460,900.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 460,900.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

460,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 39036P209

1

Name of reporting person

Jason Reese

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,252,754.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,252,754.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,252,754.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.3 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

(1) Item 7 of Jason Reese's facing page includes 873,108 shares of restricted and unrestricted Common Stock with respect to which Jason Reese has waived his voting rights pursuant to a voting waiver agreement dated as of October 29, 2024 (as described in Item 4 of Amendment No. 12 to this Schedule 13D), which voting rights may be acquired for beneficial ownership purposes within 60 days of the date of this Amendment. (2) Items 7, 9 and 11 of Jason Reese's facing page include 118,476 shares of Common Stock that Mr. Reese has the right to acquire upon the vesting of restricted stock within 60 days of the date of this Amendment.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Great Elm Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FLORIDA , 33410.
Item 1 Comment: Explanatory Note: This Amendment No. 15 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to the common stock, par value $0.001 per share (the "Common Stock"), of Great Elm Group, Inc. (the "Issuer") filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on May 6, 2019, as amended by: * Amendment No. 1 to the Initial 13D filed on March 3, 2020; * Amendment No. 2 to the Initial 13D filed on May 21, 2021; * Amendment No. 3 to the Initial 13D filed on May 11, 2022; * Amendment No. 4 to the Initial 13D filed on June 13, 2022; * Amendment No. 5 to the Initial 13D filed on September 30, 2022; * Amendment No. 6 to the Initial 13D filed on December 27, 2022; * Amendment No. 7 to the Initial 13D filed on January 5, 2023; * Amendment No. 8 to the Initial 13D filed on January 10, 2023; * Amendment No. 9 to the Initial 13D filed on May 15, 2023; * Amendment No. 10 to the Initial 13D filed on June 7, 2023; * Amendment No. 11 to the Initial 13D filed on June 20, 2023; * Amendment No. 12 to the Initial 13D filed on October 29, 2024; * Amendment No. 13 to the Initial 13D filed on December 3, 2024; and * Amendment No. 14 to the Initial 13D filed on September 9, 2025 (as so amended, the "Schedule 13D"), amends and supplements certain of the items set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	This Amendment is being filed jointly and on behalf of the following persons: The term "Reporting Persons" collectively refers to: * Imperial Capital Asset Management, LLC ("ICAM"), a Delaware limited liability company (formerly known as ICAM Holdings, LLC); * Long Ball Partners LLC ("Long Ball"), a Delaware limited liability company; * Imperial Capital Group Holdings II, LLC ("ICGH2"), a Delaware limited liability company; and * Jason Reese, a citizen of the United States of America, the Chief Executive Officer of the Issuer and the Chairman of the board of directors of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 is hereby supplemented as follows: As of the date of this Amendment, Long Ball is the holder of an aggregate principal amount of $8,755,560.00 of the Issuer's 5.0% Convertible Senior PIK Notes Due 2030 (the "PIK Notes"). The PIK Notes are convertible into Common Stock. On September 8, 2026, Long Ball entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until November 10, 2027 (the "Forbearance End Date"). The Forbearance End Date may be extended by Long Ball with the prior written consent of the Issuer. As of the date of this Amendment, if the Forbearance Agreement were not in place, the PIK Notes would be convertible into 2,521,617 shares of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion of the PIK Notes will not be deemed to be beneficially owned by ICAM, Long Ball, ICGH2 or Jason Reese. The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days' prior written notice to the Issuer. The Forbearance Agreement supplements the prior forbearance agreements Long Ball entered into with the Issuer dated June 16, 2023, October 25, 2024 and September 8, 2025. The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the Forbearance Agreement, which is filed as Exhibit 99.12 to this Amendment and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended as follows: (a) & (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are based on 31,094,890 shares of Common Stock outstanding as of August 20, 2026 as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on August 26, 2026.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is supplemented as follows: The Information in Item 4 of this Amendment is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is supplemented as follows: Exhibit No. Description 99.12 Letter Agreement, dated September 8, 2026, by and between Long Ball Partners, LLC and Great Elm Group, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Imperial Capital Asset Management, LLC

Signature:	By: /s/ Jason Reese
Name/Title:	Jason Reese, Chairman & CEO
Date:	09/10/2026

Long Ball Partners, LLC

Signature:	By: Imperial Capital Asset Management, LLC its Managing Member, By: /s/ Jason Reese
Name/Title:	Jason Reese, Chairman & CEO
Date:	09/10/2026

Imperial Capital Group Holdings II, LLC

Signature:	By: /s/ Jason Reese
Name/Title:	Jason Reese, its Authorized Signatory
Date:	09/10/2026

Jason Reese

Signature:	/s/ Jason Reese
Name/Title:	Jason Reese
Date:	09/10/2026