GlassRatner sale pro formas filed by BRC Group Holdings (NASDAQ: RILY)

Rhea-AI Filing Summary

BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.) has filed an amended current report to add required financial information related to a previously completed divestiture. The amendment supplies historical audited and unaudited financial statements and unaudited pro forma consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, reflecting the sale of all membership interests in GlassRatner Advisory & Capital Group, LLC and all shares of B. Riley Farber Advisory Inc., together referred to as GlassRatner.

The company states that no other changes are being made to the original report, which had disclosed completion of the GlassRatner sale on June 27, 2025. The amendment is focused solely on providing the additional financial statements and related notes as Exhibit 99.1, along with the cover page interactive data file.

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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): June 27, 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 July 3, 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 June 27, 2025 of its previously announced sale of all of its membership interests in GlassRatner Advisory & Capital Group, LLC and all of the shares of its wholly owned subsidiary, B. Riley Farber Advisory Inc. (“Farber”) (together, GlassRatner Advisory & Capital Group, LLC and Farber are collectively referred to as “GlassRatner”).

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.

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 GlassRatner transaction.

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Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

See the Unaudited Pro Forma Consolidated Statement of Operations for the Years Ended December 31, 2024, 2023 and 2022 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 consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 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 sale of the GlassRatner 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 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 (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 consolidated statements of operations related to its GlassRatner divestiture.

What is the GlassRatner business referenced by BRC Group Holdings (RILY)?

GlassRatner refers to GlassRatner Advisory & Capital Group, LLC and B. Riley Farber Advisory Inc., both of which were sold by BRC Group Holdings, Inc.

What time periods do the new pro forma financial statements for BRC Group Holdings cover?

The unaudited pro forma consolidated statements of operations cover the years ended December 31, 2024, 2023 and 2022.

Does this 8-K/A change the terms of the GlassRatner sale for BRC Group Holdings (RILY)?

No, the company states that no other modifications to the original report are being made and that this amendment is solely to provide the required financial statements.

Where can investors find the pro forma financial information for BRC Group Holdings’ GlassRatner sale?

The unaudited pro forma consolidated statements of operations and related notes are filed as Exhibit 99.1 to the amended report.

What cautionary statements does BRC Group Holdings include with this amendment?

The company includes forward-looking statements language noting that various factors, including events affecting the tax or accounting treatment of the GlassRatner sale, could cause future results to differ materially from expectations.