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Great Elm Group (GEG) investor details 19.1% stake and PIK note forbearance

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

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Aggregate beneficial ownership 6,211,072 shares Shares of Great Elm Group common stock beneficially owned in aggregate as of July 13, 2026
Ownership percentage 19.1% Portion of Great Elm Group common stock beneficially owned by the reporting persons
Shares outstanding basis 32,539,020 shares Denominator used for ownership percentage, including 1,182,012 PIK Note conversion shares for Managed Accounts
Northern Right QP holdings 1,654,444 shares Great Elm Group shares beneficially owned by Northern Right Capital (QP), L.P., 5.1% of outstanding
NRC LO holdings 625,034 shares Great Elm Group shares beneficially owned by Northern Right Long Only Master Fund, 1.9% of outstanding
Managed Accounts holdings 3,145,702 shares Great Elm Group shares held by Managed Accounts, including 1,182,012 shares from potential PIK Note conversion
Northern Right QP PIK Notes principal $2,745,290 Principal amount of PIK Notes held by Northern Right QP, convertible into 790,648 shares
Forbearance end date July 15, 2027 Date until which Northern Right QP, NRC LO and Matthew A. Drapkin agreed not to convert their PIK Notes
beneficially own financial
"the Reporting Persons may be deemed to beneficially own in the aggregate 6,211,072 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
"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.
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.
restricted shares financial
"Mr. Drapkin was awarded 114,286 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
"shares of Common Stock currently held by the Managed Accounts"
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.
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FAQ

How many Great Elm Group (GEG) shares do the reporting persons now beneficially own?
The reporting persons beneficially own 6,211,072 shares of Great Elm Group common stock, representing 19.1% of the outstanding shares. This figure aggregates holdings across Northern Right entities, managed accounts, BC Advisors and Matthew A. Drapkin as of July 13, 2026.

What percentage of Great Elm Group (GEG) is owned by Northern Right Capital QP specifically?
Northern Right Capital (QP), L.P. beneficially owns 1,654,444 shares of Great Elm Group common stock, representing approximately 5.1% of the outstanding shares. This ownership excludes up to 790,648 shares that could be issued upon conversion of its PIK Notes, which are subject to a forbearance agreement.

What is the Forbearance Agreement mentioned for Great Elm Group (GEG) and when does it end?
Northern Right QP, NRC LO and Matthew A. Drapkin entered a Forbearance Agreement on July 10, 2026, agreeing not to convert their PIK Notes into Great Elm Group common stock until July 15, 2027. As a result, the shares issuable from those PIK Notes are not treated as currently beneficially owned.

How many Great Elm Group (GEG) shares are assumed outstanding for the reported 19.1% stake?
The reported 19.1% ownership is based on 32,539,020 shares of Great Elm Group common stock. This total combines 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 managed accounts.

What PIK Note conversion rights relate to Great Elm Group (GEG) in this disclosure?
Northern Right QP, NRC LO and Matthew A. Drapkin hold PIK Notes convertible into up to 790,648, 292,863 and 98,502 Great Elm Group shares, respectively. In addition, managed accounts could receive up to 1,182,012 shares upon maximum conversion of their PIK Notes, which are included in beneficial ownership calculations.

What are NRC LO's holdings in Great Elm Group (GEG) common stock?
Northern Right Long Only Master Fund (NRC LO) beneficially owns 625,034 shares of Great Elm Group common stock, or about 1.9% of the outstanding shares. It also has a conversion right for up to 292,863 additional shares via PIK Notes, which it has agreed not to convert before July 15, 2027.



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)
07/10/2026
(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 3,145,702 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein), including 1,182,012 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 1,083,511 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, 2027 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 1,654,444 shares of Common Stock, not including a conversionary interest in 790,648 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, 2027 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 625,034 shares of Common Stock, not including a conversionary interest in 292,863 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, 2027 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 625,034 shares of Common Stock currently held by NRC LO, not including a conversionary interest in 292,863 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, 2027 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 5,425,180 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,182,012 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 1,083,511 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, 2027 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 114,286 restricted shares of Common Stock, which restricted shares have not been deferred. Of such restricted shares, 57,143 will remain unvested within 60 days of the date of this Statement, and 0 are currently unvested but will vest within 60 days of the date of this Statement. Mr. Drapkin also has a conversionary interest in 98,502 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, 2027 under the terms of the Forbearance Agreement. Note to Rows 8 and 10: Mr. Drapkin may be deemed to beneficially own 5,425,180 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,182,012 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 1,083,511 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, 2027 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:07/14/2026
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:07/14/2026
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:07/14/2026
Northern Right Fund GP LLC
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:07/14/2026
BC Advisors, LLC
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:07/14/2026
Drapkin Matthew A
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin
Date:07/14/2026

Source: View Original Filing on SEC EDGAR