Great Elm Group SEC Filings

Northern Right Capital Management, related funds and BC Advisors, LLC, together with Matthew A. Drapkin, report aggregate beneficial ownership of 6,211,072 shares of Great Elm Group, Inc. common stock, representing 19.1% of the outstanding shares as of July 13, 2026. This percentage is based on 32,539,020 shares, including 31,357,008 shares outstanding as of April 30, 2026 and 1,182,012 shares that could be issued upon maximum conversion of certain PIK Notes held by the Managed Accounts.

Northern Right QP, NRC LO and Mr. Drapkin hold PIK Notes with principal amounts of $2,745,290, $1,016,880 and $342,021, respectively, convertible into 790,648, 292,863 and 98,502 shares of common stock if converted. Under a Forbearance Agreement dated July 10, 2026, they irrevocably agree to forbear from converting these PIK Notes (and any additional PIK Notes issued under them) into common stock until July 15, 2027, so the related conversion shares are not treated as beneficially owned for Northern Right QP, NRC LO, Mr. Drapkin, BCA or NRC Fund GP.

Great Elm Group, Inc. insider Jason W. Reese reported a non-market transfer of shares. He made a bona fide gift of 99,637 shares of Common Stock at no consideration to a charitable giving fund, leaving him with 1,004,327 shares held directly after the transaction. The filing also shows 6,379,646 shares of Common Stock held indirectly through Long Ball Partners LLC, Imperial Capital Asset Management, LLC, and Imperial Capital Group Holdings II, LLC, over which Mr. Reese has voting and dispositive power, while each party disclaims beneficial ownership except to the extent of its pecuniary interest.

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.

Great Elm Group, Inc. reported higher revenue but significantly larger losses for the quarter and nine months ended March 31, 2026. Revenue rose to $3.4 million for the quarter and $17.2 million year-to-date, up from $3.2 million and $10.7 million a year earlier, driven mainly by real estate-related fees and project management income.

Despite this growth, the company posted a quarterly net loss attributable to stockholders of $13.7 million and a nine‑month loss of $36.5 million, versus a loss of $4.5 million and $0.7 million in the prior-year periods. The sharp deterioration mainly reflects large net realized and unrealized losses on investments and on consolidated funds, which more than offset operating revenue.

Total assets fell to $111.8 million from $153.9 million as of June 30, 2025, while stockholders’ equity declined to $39.8 million from $80.7 million. Cash and cash equivalents increased to $45.5 million, partly supported by equity issuances, even as the company continued stock repurchases and redeemed non‑controlling interests in consolidated funds. Great Elm now manages approximately $744 million of assets across alternative credit and industrial outdoor storage real estate strategies under its new two‑segment structure.

Great Elm Group, Inc. reported fiscal third‑quarter 2026 revenue of $3.4 million, up 7% from the prior-year period, but a wider net loss of $13.5 million driven mainly by unrealized losses on investments tied to GECC common stock and related SPVs.

Fee-paying assets under management were $528 million and total AUM was $744 million. Adjusted EBITDA was a loss of $1.6 million. The company ended March 31, 2026 with $45.5 million of cash and equivalents and repurchased about 1.4 million shares, over 4% of its stock, at an average price of $2.04. The board increased the stock repurchase authorization by $15 million to $40 million.

Reese Jason W. reported acquisition or exercise transactions in this Form 4 filing.

Great Elm Group, Inc. director and officer Jason W. Reese reported an award of 27,022 shares of Common Stock on March 3, 2026. The restricted stock was granted at $0.0000 per share and vests in equal quarterly installments from March 31, 2026 through December 31, 2026, contingent on his continued service on the board of Great Elm Capital Corp.

The filing also reports indirect ownership of 6,379,646 shares of Common Stock as of March 3, 2026, consisting of 5,009,662 shares held by Long Ball Partners, LLC, 909,084 shares held by Imperial Capital Asset Management, LLC, and 460,900 shares held by Imperial Capital Group Holdings II, LLC. Mr. Reese has voting and dispositive power over these shares, while each party disclaims beneficial ownership except to the extent of its pecuniary interest.

Great Elm Group, Inc. furnished a press release as an exhibit to report on its results of operations and financial condition. The company issued this press release on February 4, 2026, and attached it as Exhibit 99.1 to the current report.

The information in the press release and this report is being treated as furnished rather than filed, which limits certain legal liabilities and how it may be incorporated into other securities law filings.

Great Elm Group, Inc. reported a sharp swing to loss for the quarter ended December 31, 2025. Revenue was $3.0 million, down from $3.5 million a year earlier, while net loss attributable to stockholders was $15.8 million versus net income of $1.2 million. The loss was driven mainly by $11.4 million of net realized and unrealized losses on investments and an additional $1.6 million loss from consolidated funds, alongside higher compensation and administrative costs.

For the six months, revenue rose to $13.8 million from $7.5 million, largely due to real estate property sales, but the company posted a $22.8 million net loss versus $3.8 million income in the prior period as investment fair values declined. Cash, cash equivalents and restricted cash increased to $51.2 million, helped by property sale proceeds and equity issuances, while total assets fell to $135.5 million and stockholders’ equity declined to $55.8 million. Long-term notes and convertible debt totaled about $62.0 million, and there were 32.7 million common shares outstanding as of January 29, 2026.

Great Elm Group, Inc. reporting person Keri Davis, the company's Chief Financial Officer, received a grant of 9,191 shares of restricted common stock on September 19, 2025. One-quarter of the grant (2,298 shares) vested immediately on the grant date; the remaining shares vest in equal annual installments on September 20 of each year through September 20, 2028, contingent on continued employment. Following the September 19 grant, Ms. Davis was recorded as beneficially owning 48,854 shares. On September 23, 2025, there was a net share settlement in connection with vesting that resulted in a reported disposition of 5,418 shares at a price of $2.80 per share, leaving 43,436 shares beneficially owned after the transaction.