B. Riley Financial Receives Nasdaq Staff Determination Letter; Will Seek Hearing & Continued Listing

Rhea-AI Summary

B. Riley Financial (Nasdaq: RILY) received a Nasdaq Staff Determination Letter on October 1, 2025 for non-compliance with Nasdaq Listing Rule 5250(c)(1) due to failure to file Form 10-Qs for the periods ended March 31, 2025 and June 30, 2025. The company filed its 2024 Form 10-K on September 19, 2025 and submitted an Updated Plan of Compliance on September 4 and September 19, 2025. The determination does not immediately suspend trading; the company will request a hearing and seek continued listing while the Hearings Panel reviews extended-stay requests.

Positive

• Filed 2024 Form 10-K on September 19, 2025
• Requesting a Nasdaq hearing to seek continued listing
• Hearing request automatically stays suspension for at least 15 days

Negative

• Delinquent Form 10-Qs for periods ended Mar 31, 2025 and Jun 30, 2025
• Nasdaq said it lacked discretion to extend compliance past Sept 29, 2025
• No assurance Hearings Panel will grant additional time

Insights

Listing compliance specialist

Nasdaq has flagged non‑compliance for late Form 10‑Qs; the company will seek a hearing and maintain trading for now.

The core issue is failure to file the Quarterly Reports on Form 10‑Q for the periods ended March 31, 2025 and June 30, 2025, which triggered a Staff Determination under Nasdaq Listing Rule 5250(c)(1). The Staff acknowledged the company's 2024 Form 10‑K filing on September 19, 2025 and reviewed the company’s Updated Plan of Compliance but cannot extend the prior September 29, 2025 cure deadline under Nasdaq rules.

Risk depends on the Hearings Panel outcome. The Staff Determination does not immediately suspend trading and a timely hearing request creates an automatic minimum 15-day stay, with hearings generally scheduled ~30–45 days after the request. Key near‑term items to watch are the timing of the hearing request, whether Nasdaq grants extensions, and the actual filing dates of the Delayed Reports; expect updates within the next 30–60 days.

Financial reporting analyst

Late 10‑Q filings prompted Nasdaq action; the company has a procedural path to request continued listing.

From a reporting standpoint, the material fact is two missing periodic filings for Q1 2025 and Q2 2025. The company cured its annual filing with a Form 10‑K on September 19, 2025 and submitted an Updated Plan of Compliance, but Nasdaq rules prevented further automatic relief beyond the prior deadline.

The practical implication is process‑driven rather than dispositive: trading is not suspended now and a hearing can delay any suspension. Monitor whether the Delayed Reports are filed before the Hearings Panel rules and the scheduling/outcome of the hearing over the coming 30–45 days; those items determine whether listing is preserved or further action follows.

LOS ANGELES, Oct. 6, 2025 /PRNewswire/ -- B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") today announced that, on October 1, 2025, 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 filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the "Delayed Reports"), with the Securities and Exchange Commission (the "SEC").

The Company filed its Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K") on September 19, 2025 and is actively working towards the filing of the Delayed Reports to ensure full compliance with the Listing Rules.

The Staff Determination Letter noted that, after the Staff's review of the materials submitted by the Company on September 4, 2025 and September 19, 2025 (the "Updated Plan of Compliance"), it lacked the discretion within Nasdaq's rules to grant the Company a further exception beyond the September 29, 2025 deadline that was previously granted to regain compliance with the Filing Rule. The Staff Determination Letter has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company's securities.

The Staff Determination Letter notified the Company that it may request a hearing before a Nasdaq Hearings Panel ("Hearings Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A request for a hearing regarding one or more delinquent filings will automatically stay the suspension of the Company's securities for a period of at least 15 calendar days from the date of the hearing request. By Nasdaq rule, when a company requests a hearing for one or more late SEC periodic public filings, it must also request an extension of the stay through the hearing date and subsequently during any additional extension period granted by a Hearings Panel following the hearing. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request.  The Company intends to timely submit a request for a hearing including continued listing of its securities pending the hearing and the Hearings Panel's decision.

There can be no assurance that the Hearings Panel will grant any of the Company's requests for additional time. In the unlikely event that Nasdaq is not able to rule on the stay of a suspension prior to the expiration of the automatic stay, it has been Nasdaq's practice to take no action until a Hearings Panel is able to make a ruling on the extended stay request. Once the Hearings Panel makes a ruling on the extended stay, the Company intends to make a subsequent announcement.

About B. Riley Financial
B. Riley Financial (BRF) is a diversified financial services company that through its operating entities or affiliates deliver tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. BRF leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its subsidiaries and affiliated entities, BRF provides end-to-end financial services across investment banking, institutional brokerage, private wealth and investment management, financial consulting, and corporate restructuring. BRF opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. BRF refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. For more information, please visit www.brileyfin.com. For more information, please visit www.brileyfin.com.

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today's date. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward-looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's 2024 Annual Report on Form 10-K under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.

Contacts

Investors
ir@brileyfin.com 

Media
press@briley.com

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SOURCE B. Riley Financial

FAQ

Why did Nasdaq issue a Staff Determination Letter to B. Riley (RILY) on October 1, 2025?

Because B. Riley had not filed its Form 10-Qs for Mar 31, 2025 and Jun 30, 2025, triggering non-compliance with Nasdaq Listing Rule 5250(c)(1).

Will trading of RILY be suspended immediately after the Nasdaq determination on October 1, 2025?

No. The Staff Determination Letter has no immediate effect and does not immediately suspend trading or delist the securities.

What steps is B. Riley (RILY) taking after the Nasdaq determination on October 1, 2025?

The company filed its 2024 Form 10-K on September 19, 2025, submitted an Updated Plan of Compliance, and will request a hearing seeking continued listing.

How long does a hearing request stay a suspension for RILY under Nasdaq rules?

A hearing request automatically stays suspension for at least 15 calendar days; extensions are available through the Hearings Panel.

When are Nasdaq hearings typically scheduled after a hearing request by RILY?

Hearings are typically scheduled about 30–45 days after the date of the hearing request.

Does Nasdaq guarantee additional time for RILY to file its delinquent 10-Qs?

No. Nasdaq noted it lacked discretion to grant further exception beyond the prior September 29, 2025 deadline and there is no assurance the Hearings Panel will grant more time.