Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0001346543 XXXXXXXX LIVE 14 Common Stock, $0.001 Par Value 05/06/2026 0001831096 39037G109 Great Elm Group, Inc. 3801 PGA BOULEVARD SUITE 603 PALM BEACH GARDENS FL 33410 Northern Right Capital Mgmt. (203) 883-9441 9 Old Kings Hwy S., 4th Floor Darien CT 06820 0001346543 N Northern Right Capital Management, L.P. b OO TX 3116872 2279478 3116872 2279478 5396350 16.6 IA PN Note to Rows 7 and 9: Northern Right Management (as defined herein) may be deemed to beneficially own 3,116,872 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein), including 1,153,182 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 1,057,084 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, 2026 under the terms of the Forbearance Agreement (as defined herein). 0001451722 N Northern Right Capital (QP), L.P. b WC TX 1662331 0 1662331 0 1662331 5.1 PN Note to Rows 7 and 9: Northern Right QP is the sole owner of 1,662,331 shares of Common Stock, not including a conversionary interest in 775,041 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, 2026 under the terms of the Forbearance Agreement. 0002052537 N Northern Right Long Only Master Fund LP b OO E9 617147 0 617147 0 617147 1.9 PN Note to Rows 7 and 9: NRC LO is the sole owner of 617,147 shares of Common Stock, not including a conversionary interest in 282,043 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, 2026 under the terms of the Forbearance Agreement. 0002053060 N Northern Right Fund GP LLC b OO DE 0 617147 0 617147 617147 1.9 OO Note to Rows 8 and 10: NRC Fund GP (as defined herein) may be deemed to beneficially own 617,147 shares of Common Stock currently held by NRC LO, not including a conversionary interest in 282,043 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, 2026 under the terms of the Forbearance Agreement. 0001349003 N BC Advisors, LLC b OO DE 0 5396350 0 5396350 5396350 16.6 IA OO Note to Rows 8 and 10: BCA (as defined herein) may be deemed to beneficially own 5,396,350 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,153,182 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 1,057,084 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, 2026 under the terms of the Forbearance Agreement. 0001458693 N Drapkin Matthew A b 785892 5396350 785892 5396350 6182242 19.0 IN 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 87,755 restricted shares of Common Stock, which restricted shares have not been deferred. Of such additional restricted shares, 43,878 will remain unvested within 60 days of the date of this Statement, and 21,938 are currently unvested but will vest within 60 days of the date of this Statement. Mr. Drapkin also has a conversionary interest in 96,100 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, 2026 under the terms of the Forbearance Agreement. Note to Rows 8 and 10: Mr. Drapkin may be deemed to beneficially own 5,396,350 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,153,182 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 1,057,084 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, 2026 under the terms of the Forbearance Agreement. Common Stock, $0.001 Par Value Great Elm Group, Inc. 3801 PGA BOULEVARD SUITE 603 PALM BEACH GARDENS FL 33410 This Amendment No. 14 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 26, 2017, as amended on October 5, 2017, March 2, 2020, May 16, 2022, June 13, 2022, July 22, 2022, June 5, 2023, January 5, 2024, October 23, 2024, December 6, 2024, January 21, 2025, February 7, 2025, July 17, 2025, and August 29, 2025, on behalf of the Reporting Persons, with respect to the shares of common stock, $0.001 Par Value (the "Common Stock"), of Great Elm Group, Inc., a Delaware corporation (the "Issuer") (as amended, this "Statement"). Item 5(a) is amended and supplemented to add the following information for updating as of the date hereof: As of May 8, 2026, the Reporting Persons may be deemed to beneficially own in the aggregate 6,182,242 shares of Common Stock, which represent approximately 19.0% of the outstanding shares of Common Stock, not including (a) 1,057,084 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, and (b) 43,878 restricted shares issued to Mr. Drapkin as consideration for his service on the boards of directors of the Issuer and Great Elm Capital Corp. that will remain unvested within 60 days of the date of this Statement. The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 32,510,190 shares of Common Stock outstanding, which is derived by adding (i) 31,357,008 shares of Common Stock outstanding as of April 30, 2026, as reported in the Issuer's quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, and (ii) the 1,153,182 shares of Common Stock that could be issued to the Reporting Persons in connection with the maximum conversion of the PIK Notes, subject to adjustment as provided in the PIK Notes and to the terms of the Forbearance Agreement. The number of outstanding shares described in the preceding sentence does not include the conversion of the PIK Notes held by the holders other than the Reporting Persons. Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 1,662,331 shares of Common Stock (the "QP Shares"), not including 775,041 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. In the aggregate, such shares represent approximately 5.1% of the outstanding shares of Common Stock. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement. NRC LO beneficially owns and has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 617,147 shares of Common Stock (the "LO Shares"), not including 282,043 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 the adjustment as provided in the PIK Notes. In the aggregate, such shares represent approximately 1.9% of the outstanding shares of Common Stock. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement. As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of such shares. As investment manager of NRC LO, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. Northern Right Management disclaims beneficial ownership of such shares. As the investment manager of the Managed Accounts, Northern Right Management may be deemed to have the sole power to vote or direct the vote of (and the power to dispose or direct the disposition of) the 3,116,872 shares of the Common Stock held by the Managed Accounts, including 1,153,182 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to the Managed Accounts in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. In the aggregate, such shares represent approximately 9.6% of the outstanding shares of Common Stock. BCA, as general partner of Northern Right Management, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by Northern Right Management, including 1,153,182 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. BCA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. In the aggregate, such shares represent approximately 16.6% of the outstanding shares of Common Stock. NRC Fund GP, as general partner of NRC LO, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. NRC Fund GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. In the aggregate, such shares represent approximately 1.9% of the outstanding shares of Common Stock. Mr. Drapkin beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 785,982 shares of Common Stock, not including 96,100 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, 2026 under the terms of the Forbearance Agreement. Mr. Drapkin, as managing member of NRC Fund GP and BCA, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by NRC Fund GP or by BCA, including 1,153,182 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. Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. In the aggregate, such shares represent approximately 19.0% of the outstanding shares of Common Stock. On January 8, 2026, Mr. Drapkin was awarded 87,755 shares of restricted Common Stock pursuant to three separate grants under the Issuer's 2025 Long-Term Incentive Compensation Plan, which vest either in equal quarterly installments through December 31, 2026, contingent upon Mr. Drapkin's continued service as a member of the board of directors of the Issuer. Of such restricted shares, 43,878 will remain unvested within 60 days of the date of this Statement, and 21,939 are currently unvested but will vest within 60 days of the date of this Statement. As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in this Item 5. Item 5(b) is amended and supplemented to add the following information for updating as of the date hereof: The disclosure set forth under Item 5(a) of this Amendment No. 13 is incorporated herein by reference. The Reporting Persons have not made any transactions in the securities of the Issuer since the last filing by the Reporting Persons on Schedule 13D. Northern Right Capital Management, L.P. /s/ Matthew A. Drapkin Matthew A. Drapkin, Managing Member of BC Advisors, LLC, the general partner of Northern Right Capital Management, L.P. 05/08/2026 Northern Right Capital (QP), L.P. /s/ Matthew A. Drapkin 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. 05/08/2026 Northern Right Long Only Master Fund LP /s/ Matthew A. Drapkin Matthew A. Drapkin, Managing Member of Northern Right Fund GP LLC, the general partner of Northern Right Long Only Master Fund LP 05/08/2026 Northern Right Fund GP LLC /s/ Matthew A. Drapkin Matthew A. Drapkin, Managing Member 05/08/2026 BC Advisors, LLC /s/ Matthew A. Drapkin Matthew A. Drapkin, Managing Member 05/08/2026 Drapkin Matthew A /s/ Matthew A. Drapkin Matthew A. Drapkin 05/08/2026