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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
or its Quarterly Report on Form 10-Q filed May 7, 2026, exceeds 5% of the Company’s total number of shares of common stock (“Common Stock”) outstanding as of May 5, 2026. On May 14, 2026 and June 4, 2026, the Company issued shares of Common Stock in privately negotiated transactions (together, the “ 3(a)(9) Exchanges ”) that were not registered under the Securities Act of 1933 (the “ Securities Act ”). On May 14, 2026, the Company agreed to issue 1,129,918 shares of Common Stock to DBA Tradin…
Results of Operations and Financial Condition. On May 7, 2026 , BRC Group Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exc…
Results of Operations and Financial Condition. On March 31, 2026 , BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release reporting its financial results for the fiscal quarter and year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Secur…
or its Quarterly Report on Form 10-Q filed January 14, 2026, exceeds 5% of the number of shares of common stock outstanding as of January 9, 2026. From February 6, 2026 through March 12, 2026, the Company issued or agreed to issue the securities described below in privately negotiated transactions (together, the “ 3(a)(9) Exchanges ”) that were not registered under the Securities Act of 1933 (the “ Securities Act ”). Such issuances are exempt from registration under Section 3(a)(9) of the Sec…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (f) On February 10, 2026, the Company filed a Registration Statement on Form S-1 (File No. 333-293348) with the Securities and Exchange Commission (the “ Registration Statement ”). Pursuant to Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K, the Company omitted from the Summary Compensation Table included in the Registration Statement 2025 bo…
Other Events. On March 6, 2026, in addition to the 3a9 Exchanges, the Company also repurchased 171,703 units of the Company’s 5.00% Senior Notes due 2026 (RILYG) for approximately $4.0 million in cash. The repurchased units were subsequently cancelled. On March 12, 2026, the Company issued a press release announcing that the Company had completed a series of Section 3(a)(9) exchanges, among other senior debt repurchases, to reduce the debt burden of the Company. The Company also announced its…
Termination of a Material Definitive Agreement. On February 25, 2026, the guaranty dated January 18, 2024 (the “ Axos Guaranty ”) by BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “ Company ”) in favor of Axos Bank, as administrative agent (the “ Agent ”), and the secured parties under that certain Credit Agreement, dated as of January 18, 2024 (as amended, the “ B&W Axos Credit Agreement ”), among Babcock & Wilcox Enterprises, Inc. (“ B&W ”), the guarantors party thereto, the…
Results of Operations and Financial Condition. On January 29, 2026, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release regarding certain unaudited preliminary estimated financial information for the three-month and twelve-month period ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be d…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Company’s repositioning as a holding company, the Company is working through various corporate structuring efforts, including the amendment (the “Amendment”) of that certain Amended and Restated Employment Agreement (the “Agreement”), dated as of April 11, 2023, by and between the Company and, Alan N. Forman, the Company’s Ex…
Entry into a Material Definitive Agreement Amendment to Credit Agreement On January 14, 2026, BRC Group Holdings, Inc. (the “ Company ”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “ Borrower ”) entered into Amendment No. 4 (the “ Credit Agreement Amendment ”) to that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral…
Results of Operations and Financial Condition. On January 14, 2026, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities E…
Completion of Acquisition or Disposition of Assets Effective April 4, 2025, the Company completed the sale of its traditional (W-2) Wealth Management business (“Wealth W-2 Transaction”) to Stifel, Nicolaus & Company, Incorporated for net consideration of $26.0 million in cash, representing 36 financial advisors whose managed accounts represented approximately $4.0 billion in assets under management as of March 31, 2025, pursuant to a Purchase Agreement dated as of October 31, 2024 (the “Purch…
Results of Operations and Financial Condition. On December 15, 2025, B. Riley Financial, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On November 21, 2025, B. Riley Financial, Inc. (the “Company”) received an expected delinquency notification letter from Nasdaq, pursuant to Nasdaq Listing Rule 5810(b). The letter indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”) as a result of the delayed filing of the Company’s Form 10-Q for the period ended September 30, 2025 (the “Third Quarter 10-Q”). As…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 18, 2025, B. Riley Financial, Inc. (the “Company”) received written notification (the “Decision Letter”) from the Nasdaq Hearings Panel (the “Panel”) notifying the Company of its decision to grant the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq” or the “Exchange”), subject to the Company’s meeting certain conditions outlined in the letter. The Comp…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 30, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of B. Riley Financial, Inc. (the “Company”) approved the entrance by the Company into an amended and restated employment agreement (the “Employment Agreement”) with Bryant R. Riley, the Company’s Co-Chief Executive Officer (the “Ex…
Results of Operations and Financial Condition. On November 6, 2025, B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, Inc. (the “Company”), issued a press release reporting its preliminary unaudited financial results for the three-month period ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”…
Entry into a Material Definitive Agreement Amendment to Credit Agreement On October 8, 2025, B. Riley Financial, Inc. (the “ Company ”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “ Borrower ”) entered into an amendment (the “ Credit Agreement Amendment ”) to that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agen…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On October 1, 2025, B. Riley Financial, Inc. (the “Company”) received a Staff Determination Letter from the Nasdaq Listing Qualifications Staff (the “Staff”) based on the Company's non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), as previously notified by the Staff on April 3, 2025, May 21, 2025 and August 20, 2025. The basis for the Staff Determination Letter is that the Company has not yet…
Change in Registrant’s Certifying Accountant. (a) Dismissal of Previous Independent Registered Public Accounting Firm On September 8, 2025, the Audit Committee of the Board of Directors (the “Committee”) of B. Riley Financial, Inc. (the “Company”) dismissed Marcum LLP (“Marcum”), the Company’s prior independent registered public accounting firm, effective upon the completion of its audit and the issuance of its report on the Company’s consolidated financial statements and internal control ove…
Entry into a Material Definitive Agreement On August 20, 2025, Tiger US Holdings, Inc. (the “Borrower”), a wholly owned subsidiary of B. Riley Financial, Inc. (the “Company”), and certain of the Borrowers’ direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent, for a three-year $30 million revolving loan facility, the proceeds of which…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2025, B. Riley Financial, Inc. (“the Company”) received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed compani…
Results of Operations and Financial Condition. On August 7, 2025, B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, Inc. (the “Company”), issued a press release reporting its preliminary unaudited financial results for the three-month period ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. On August 13, 2025, the Company issued a press release reporting certain preliminary financial information for the three and twelve-month periods en…
Entry into a Material Definitive Agreement B. Riley Financial, Inc., a Delaware corporation (the “Company” or “B. Riley”), B. Riley Advisory Holdings, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the “GR Seller”), and B. Riley Advisory US, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (the “Farber Seller” and, together with the GR Seller, the “Sellers”) entered into an equity purchase agreement, dated J…
Other Events On June 30, 2025, the Company entered into a private exchange transaction with an institutional investor (the “Investor”) pursuant to which the Investor exchanged approximately $28 million aggregate principal amount of the Company’s 5.00% Senior Notes due December 2026, 6.00% Senior Notes due January 2028 and 5.25% Senior Notes due August 2028 owned by it (collectively, the “Exchanged Notes”) for $13 million aggregate principal amount of newly-issued 8.00% Senior Secured Second L…
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