Great Elm Group (GEG): Convertible Notes capped at 9.9% ownership

Rhea-AI Filing Summary

Great Elm Group, Inc. Schedule 13G/A reports that four related reporting persons — PC Elfun LLC, Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins — together hold economic interests tied to convertible senior PIK notes of the issuer that can convert into common stock. PC Elfun LLC directly holds $11,393,685 of convertible notes convertible at $3.4722 per share, which would equal 3,281,402 shares (about 10.5%) if fully converted. However, a Letter Agreement caps conversion at 9.9%, limiting conversionable shares for these holders to 3,070,041, which the filing states represents 9.9% of the company’s common stock on the basis used in the filing. The filing discloses shared voting and dispositive power over those 3,070,041 shares and clarifies that the parties disclaim broader group beneficial-ownership admissions.

Insights

Financial Analyst

TL;DR: Convertible debt can dilute equity but a conversion cap limits immediate dilution to 9.9%.

The filing shows material convertible notes of $11.39 million held by PC Elfun LLC with a conversion price of $3.4722, convertible into 3.28 million shares absent limits. The documented 9.9% conversion cap reduces the actionable share conversion to 3,070,041 shares and is used to calculate a 9.9% ownership stake of the class. For analysts this is a clear disclosure of potential dilution magnitude and a contractual limit that constrains immediate ownership concentration, but the underlying notes remain a source of future dilution if converted.

Corporate Governance Expert

TL;DR: Joint filing and disclaimers clarify relationships; conversion cap limits control risk but creates disclosure complexity.

The joint filing identifies managerial relationships: PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins. The filing reports shared voting and dispositive power over the capped 3,070,041 shares and includes an express disclaimer regarding beneficial ownership and group formation. This provides investors clear governance-related facts: potential influence exists via convertible instruments, yet contractual caps and disclaimers limit the reporting persons’ assertion of broader control under Sections 13(d)/(g).

FAQ

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

What stake does the reporting group disclose in Great Elm Group (GEG)?

The filing states the reporting persons have rights to convert notes into 3,070,041 shares, representing 9.9% of the class on the basis used in the filing.

How much convertible debt does PC Elfun LLC hold in GEG?

PC Elfun LLC directly holds convertible notes totaling $11,393,685, convertible at $3.4722 per share.

What is the maximum number of shares PC Elfun's notes could convert into without limits?

Absent the documented conversion cap, the notes held by PC Elfun LLC would convert into 3,281,402 shares (about 10.5% by the filing’s calculation).

Do the reporting persons claim to be a voting group for GEG?

The filing is a joint statement, but the reporting persons expressly disclaim that they have agreed to act as a group other than as described in the Schedule.

Who controls PC Elfun LLC and what are their connections?

PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins; those individuals are also joint filers.

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

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Accepted by SEC EDGAR 08/13/2025 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Great Elm Group, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

39037G109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 39037G109

1

Names of Reporting Persons

PC Elfun LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of 5.00% convertible senior PIK notes due 2030 of the Issuer (the "Convertible Notes") after giving effect to the 9.9% conversion cap set forth in the Letter Agreement, dated as of June 13, 2025, by and between PC Elfun LLC and the Issuer (the "Letter Agreement"). Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

CUSIP No. 39037G109

1

Names of Reporting Persons

Pine Crest Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above. Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

CUSIP No. 39037G109

1

Names of Reporting Persons

Michael Hughes

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above. Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

CUSIP No. 39037G109

1

Names of Reporting Persons

Daniel J. Hopkins

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above. Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Great Elm Group, Inc.
(b)	Address of issuer's principal executive offices: The Company's principal executive offices are located at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410.
Item 2.
(a)	Name of person filing: This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) PC Elfun LLC (ii) Pine Crest Capital LLC (iii) Michael Hughes (iv) Daniel J. Hopkins
(b)	Address or principal business office or, if none, residence: The address of the Reporting Persons is: 3547 53rd Avenue West, #220, Bradenton, FL 34210.
(c)	Citizenship: PC Elfun LLC and Pine Crest Capital LLC are limited liability companies formed in Delaware. Michael Hughes is a citizen of the United States. Daniel J. Hopkins is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 39037G109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. The Reporting Persons are entitled from time to time at their option to convert the Convertible Notes into shares of Common Stock at a conversion rate of $3.4722 per share. As of June 30, 2025, PC Elfun LLC directly held $11,393,685 of Convertible Notes convertible into an aggregate of 3,281,402 shares of Common Stock of the Issuer, or 10.5% of the outstanding shares of Common Stock of the Issuer, assuming the exchange of all Convertible Notes held by PC Elfun LLC into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Letter Agreement, the Convertible Notes held by PC Elfun LLC are subject to a 9.9% conversion cap, and as a result, as of June 30, 2025, PC Elfun LLC was entitled to convert the Convertible Notes into a maximum of 3,070,041 shares of Common Stock of the Issuer. PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins. Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins each may be deemed to beneficially own the Convertible Notes owned by PC Elfun LLC, but disclaim such beneficial ownership. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

PC Elfun LLC

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins/Manager of Pine Crest Capital LLC, the Manager of PC Elfun LLC
Date:	08/13/2025

Pine Crest Capital LLC

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins/Manager
Date:	08/13/2025

Michael Hughes

Signature:	/s/ Michael Hughes
Name/Title:	Michael Hughes, individually
Date:	08/13/2025

Daniel J. Hopkins

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins, individually
Date:	08/13/2025

Exhibit Information

Exhibit 1 Joint Filing Agreement, dated as of February 8, 2022, incorporated by reference to the Schedule 13G/A filed by the Reporting Persons on February 9, 2022.