Form 4 for GEG Great Elm Group, Inc.

Accepted 2025-07-16 00:00:00 ET · period of report 2025-07-14 · accession 0001013594-25-000854 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2025-07-16	2025-07-14	GEG	Northern Right Capital (QP), L.P.	10%	J - Other	$2.07	0	4.24M	New	$0
DMI	2025-07-16	2025-07-14	GEG	Northern Right Capital (QP), L.P.	10%	J - Other	—	0	7.49M	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-07-14	J	D	207,570	$2.07	4,243,168	I See Footnote	—	—	(F2) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock. (F4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F3) As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
2	Common	Common Stock	2025-07-14	J	A	207,570	$2.07	4,243,168	I See Footnote	—	—	(F2) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock. (F4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F3) As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
3	Derivative	5.0% Convertible Senior PIK Note due 2030	2025-07-14	J	A	—	$100.00	7,487,304	I See Footnote	$3.47 · 2026-07-15 to 2030-02-26	94,415 Common Stock	(F2) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock. (F4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F3) As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. (F6) On December 6, 2024, Northern Right QP and Matt A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which they irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until December 5, 2025. On January 13, 2025, Northern Right QP, NRC LO and Matt A. Drapkin entered into an amendment to the Forbearance Agreement with the Issuer, which added NRC LO as a party thereto and extended the forbearance period until January 13, 2026. On July 15, 2025, the parties to the Forbearance Agreement entered into an amendment thereto which, among other things, extend the forbearance period until July 15, 2026.
4	Derivative	5.0% Convertible Senior PIK Note due 2030	2025-07-14	J	D	—	$100.00	7,487,304	I See Footnote	$3.47 · 2026-07-15 to 2030-02-26	94,415 Common Stock	(F2) Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock. (F4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F3) As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. (F6) On December 6, 2024, Northern Right QP and Matt A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which they irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until December 5, 2025. On January 13, 2025, Northern Right QP, NRC LO and Matt A. Drapkin entered into an amendment to the Forbearance Agreement with the Issuer, which added NRC LO as a party thereto and extended the forbearance period until January 13, 2026. On July 15, 2025, the parties to the Forbearance Agreement entered into an amendment thereto which, among other things, extend the forbearance period until July 15, 2026.