BRC Group (NASDAQ: RILY) files 8-K/A with Atlantic sale pro formas

Rhea-AI Filing Summary

BRC Group Holdings, Inc. filed an amended current report to add detailed financial information related to its previously disclosed sale of two recycling subsidiaries, Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC. The transaction, which closed on March 3, 2025, had already been described earlier; this amendment simply supplies the required historical audited and unaudited financial statements and unaudited pro forma financial statements for that sale. These pro forma statements for the six months ended June 30, 2025 and the year ended December 31, 2024 are provided as an exhibit to help show how the company’s results would look after the disposal of the Atlantic Companies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2025

BRC GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37503		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RILY		Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)		RILYP		Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)		RILYL		Nasdaq Global Market
5.00% Senior Notes due 2026		RILYG		Nasdaq Global Market
5.50% Senior Notes due 2026		RILYK		Nasdaq Global Market
6.50% Senior Notes due 2026		RILYN		Nasdaq Global Market
5.25% Senior Notes due 2028		RILYZ		Nasdaq Global Market
6.00% Senior Notes due 2028		RILYT		Nasdaq Global Market

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On March 7, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) filed a Current Report on Form 8-K (the “Original Filing”) disclosing the completion on March 3, 2025 of its sale of all of its membership interests in two of its indirect subsidiaries, Atlantic Coast Recycling, LLC (“Atlantic Coast Recycling”), and Atlantic Coast Recycling of Ocean County, LLC, (“Atlantic Coast Recycling of Ocean County”) (together, Atlantic City Coast Recycling and Atlantic Coast Recycling of Ocean Count are collectively referred to as the “Atlantic Companies”).

The Company is filing this Current Report on Form 8-K/A (this “Amendment”) solely to amend and supplement Item 9.01 of the Original Filing to provide the historical audited and unaudited financial statements and unaudited pro forma financial statements required by Item 9.01 of Form 8-K.

Other than as described above, no other modifications to the Original Filing are being made by this Amendment. This Amendment should be read in conjunction with the Original Filing, which provides a more complete description of the Atlantic Companies transaction.

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Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

See the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2025, and the Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2024, which are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, and the notes related thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Language Regarding Forward-looking statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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 occurrence of any event, change or other circumstances that affect the tax or accounting treatment of the sales of the Atlantic Companies disposal group as outlined in Note 1 – Description of the Disposition to the Unaudited Pro Forma Consolidated Financial Information. In addition to these factors, investors should review the “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings with the United States Securities and Exchange Commission, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements in this communication.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.)
	By:	/s/ SCOTT YESSNER
	Name:	Scott Yessner
	Title:	Executive Vice President and Chief Financial Officer

Date: January 13, 2026

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FAQ

What did BRC Group Holdings, Inc. (RILY) file in this 8-K/A?

BRC Group Holdings, Inc. filed an amended current report to add historical audited and unaudited financial statements and unaudited pro forma financial statements related to the sale of its Atlantic Coast Recycling subsidiaries.

Which businesses are covered by the new financial statements for RILY?

The financial statements relate to Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, which the company collectively refers to as the Atlantic Companies.

Why did BRC Group Holdings file this amendment instead of a new report?

The amendment is meant solely to supplement Item 9.01 of an earlier current report that had already announced completion of the Atlantic Companies sale, by now providing the required historical and pro forma financial information.

What pro forma financial information does BRC Group Holdings provide in this filing?

The company provides an Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2025 and an Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2024 as Exhibit 99.1.

Does this amendment change the terms of the Atlantic Companies sale for RILY?

No. The amendment states that, other than adding the required financial statements for Item 9.01, no other modifications are being made to the earlier report describing the Atlantic Companies transaction.

What risks does BRC Group Holdings highlight in connection with the Atlantic Companies sale?

The company notes that outcomes may differ from expectations due to factors such as events that could affect the tax or accounting treatment of the Atlantic Companies disposal group, and it points investors to the risk factors in its Annual Report on Form 10-K for the year ended December 31, 2024.