B. Riley Financial, Inc. SEC Filings

B. Riley Financial reported a weak first quarter of 2025, with total revenues of $186.1 million, down from $297.6 million a year earlier, as services, trading and interest-related income all declined. The company posted an operating loss of $61.5 million compared with a $16.0 million loss in the prior-year quarter, reflecting lower revenue despite reduced direct costs and selling, general and administrative expenses.

After other items, including an $80.8 million gain on the sale and deconsolidation of businesses, a $10.5 million gain on a senior note exchange, and $10.4 million of debt extinguishment losses, B. Riley recorded a net loss of $16.6 million versus a $48.0 million loss a year ago. The balance sheet remains highly leveraged, with term loans of $184.1 million and senior notes of $1.37 billion, and stockholders’ deficit widened to $496.8 million negative equity.

B. Riley Financial announced an amended and restated employment agreement with Co‑CEO Bryant R. Riley, effective November 8, 2025. The Board’s Compensation Committee approved a revised structure intended to emphasize revenue generation at B. Riley Securities while he continues his Co‑CEO duties, with the arrangement covering fiscal years 2025 and 2026 unless ended earlier by the committee.

The agreement sets a two‑year term from the effective date with automatic one‑year renewals absent 90‑day notice. If terminated without Cause, for death or Disability, or upon resignation for Good Reason, the Executive will receive a lump‑sum severance of $2,800,000 plus one year of COBRA reimbursements; no pro‑rata bonus applies in the year of termination. He remains eligible for annual long‑term incentive awards under the 2021 plan (or successor), except in any fiscal year in which he is eligible to participate in the Incentive Program. The agreement includes confidentiality, non‑competition, and client/employee non‑solicitation covenants, with the employee non‑solicit extending one year post‑employment.

B. Riley Financial (RILY)B. Riley Securities Holdings, Inc., issued a press release with preliminary unaudited financial results for the three-month period ended September 30, 2025. The release is attached as Exhibit 99.1.

The information was furnished, not filed under the Exchange Act, is not subject to Section 18 liabilities, and will not be incorporated by reference into other filings except as expressly stated.

B. Riley Financial filed its 2025 definitive proxy for its virtual annual meeting on December 1, 2025 at 8:00 a.m. Pacific Time. Stockholders will vote on four items: electing eight directors for one-year terms, ratifying BDO USA, P.C. as auditor for fiscal 2025, approving named executive officer compensation on an advisory basis, and an advisory vote on the frequency of future say‑on‑pay votes.

The Board recommends voting FOR all director nominees, FOR auditor ratification, FOR say‑on‑pay, and for a three‑year frequency on say‑on‑pay. The record date is October 10, 2025; shares outstanding and entitled to vote were 30,597,066 as of that date.

The Audit Committee dismissed Marcum LLP effective upon completion of the 2024 audit and approved the appointment of BDO for 2025. The filing outlines previously disclosed material weaknesses related to IT general controls, third‑party SOC reports, review controls for level 3 valuations, related‑party disclosure, income tax provision, goodwill assessment, and journal entry approvals. Directors nominated include Bryant R. Riley and Thomas J. Kelleher; Michael J. Sheldon will not stand for re‑election.

B. Riley Financial amended its credit agreement to modify the “springing” maturity trigger on its Initial Term Loans. The loans still mature on the earlier of February 26, 2028 or a date 91 days before the maturity of other Company or Borrower debt outstanding above $10,000,000 (excluding the 6.375% Senior Notes due February 28, 2025 and the 5.50% Senior Notes due March 31, 2026). The amendment now provides that this springing maturity will not occur before March 31, 2027, extending the earliest possible maturity of the Initial Term Loans from July 1, 2026.

The company also announced that director Michael Sheldon will not seek re‑election at the next annual meeting. He reported no disagreements with the company on operations, policies, or practices.

B. Riley Financial, Inc. reported substantial portfolio and structural activity across 2024-2025, including multiple divestitures, impairments, and new financing arrangements. The company reported an aggregate market value of common stock held by non-affiliates of approximately $337.1 million and 30,597,066 shares outstanding as of September 16, 2025. Material asset sales generated liquidity: bebe brand assets sold for approximately $46.6 million (net cash), Great American NewCo. transaction produced approximately $167.1 million distributable to the company, Atlantic Coast Recycling cash proceeds were $68.6 million, GlassRatner and Farber were sold for aggregate cash consideration of $117.8 million, and Wealth Management assets sold to Stifel for $26.0 million.

The company recorded large non-cash impairments including a $287.0 million markdown related to its Freedom VCM investment, additional impairments aggregating $118.0 million, and a Nogin goodwill impairment of $57,664. Debt actions include a new credit facility with Oaktree ($125.0 million initial term loan and $35.0 million delayed draw) with related warrants to purchase ~1,832,290 shares at $5.14, and issuance of 8.00% Senior Secured Second Lien Notes due 2028 through private exchanges, with related warrants to purchase ~914,000 shares. Nogin’s assets were transferred under a deed of assignment on March 31, 2025 and are no longer controlled by the company.