Northern Right Capital Management, L.P. 4

What Happened

Northern Right Capital Management, L.P. (a reporting member of the Northern Right group and identified as a 10% owner) executed a rebalancing on July 10, 2026 that moved 7,887 shares of Great Elm Group (GEG) common stock at $2.18 per share (total $17,194) between affiliated entities (a disposition by Northern Right QP and an acquisition by Northern Right Long Only Master Fund). In the same rebalancing, Northern Right QP transferred convertible-note interests (5.0% Convertible Senior PIK Notes due 2030, aggregate principal $13,087) to the affiliated fund; those notes represent a conversionary interest equivalent to 13,087 shares of common stock. The parties also entered a forbearance agreement dated July 10, 2026 agreeing not to convert the Notes into common stock until July 15, 2027.

Key Details

• Transaction date: July 10, 2026. Share price for equity transfer: $2.18; 7,887 shares moved = $17,194.
• Derivative transfer: $13,087 principal of convertible PIK notes (conversionary interest = 13,087 shares) moved between affiliates.
• Beneficial ownership reported (per footnote): Northern Right QP — 1,654,444 shares; NRC LO — 625,034 shares; Managed Accounts — 1,963,690 shares.
• Nature: intra-group rebalancing between related funds (not an open-market buy/sell by an unrelated party).
• Forbearance: the parties agreed to forbear from converting the Notes until July 15, 2027.
• Filing timeliness: Transaction date 7/10/2026; Form 4 filed 7/14/2026 — this appears to be a late filing (after the typical 2-business-day Form 4 window).

Context

• This is institutional rebalancing by a 10% owner and affiliated funds, not a corporate officer trade — such transfers reflect internal allocation rather than a clear bullish/bearish signal.
• The derivative activity involved transferring conversion rights in convertible notes between affiliates; conversion is currently subject to the forbearance agreement, so no immediate share issuance will occur.
• The reporting group disclaims beneficial ownership of securities held by other entities except for any pecuniary interest, per the filing’s footnotes.