BRC Group (NASDAQ: RILY) trims debt with $37.9M exchanges and cash buyback
Rhea-AI Filing Summary
BRC Group Holdings, Inc. detailed a series of bond-for-equity exchanges and note repurchases that will reduce outstanding debt by approximately
As of
Positive
- None.
Negative
- None.
Insights
BRCGH swaps debt for equity and schedules major 2026 note redemption while briefly delaying its 2025 annual report.
BRC Group Holdings is using Section 3(a)(9) exchanges to retire 1,343,551 units of senior notes in return for 4,201,300 common shares at an average
The share issuances increase common stock outstanding from 34,361,979 shares as of
The company will file a Form 12b‑25 to extend its 2025 Form 10‑K deadline to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(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 | ||
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. ☐
ITEM 3.02. Unregistered Sale of Equity Securities.
BRC Group Holdings, Inc. (the “Company”) is making this disclosure under this Item 3.02 since its unregistered sales of equity securities, in the aggregate since its last report filed under this Item 3.02 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 Securities Act.
On March 12, 2026, the Company agreed to issue 436,387 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to DBA Trading, LLC, an institutional accredited investor (the “Investor”), in exchange for 115,860 units of the 5.50% Senior Notes due 2026 (RILYK) (together, the “March 12 3(a)(9) Notes”). The March 12 exchange will close on or around March 13, 2026.
On March 10, 2026, the Company issued 2,240,000 shares of the Company’s Common Stock to the Investor, in exchange for 95,354 units of the 5.0% Senior Notes due 2026 (RILYG), 204,159 units of the 6.50% Senior Notes due 2026 (RILYN), 217,000 units of the 5.25% Senior Notes due 2028 (RILYZ) and 215,000 units of the 6.00% Senior Notes due 2028 (RILYT) (together, the “March 10 3(a)(9) Notes”).
On February 27, 2026, the Company issued 903,309 shares of Common Stock to the Investor in exchange for 250,000 units of 6.50% Senior Notes due 2026 (RILYN), 11,952 units of the 5.00% Senior Notes due 2026 (RILYG) and 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) (together, the “February 27 3(a)(9) Notes”).
On February 6, 2026, the Company issued 621,604 shares of Common Stock to the Investor in exchange for 224,226 units of 5.50% Senior Notes due 2026 (RILYK) (the “February 6 3(a)(9) Notes,” and together with the March 12 3(a)(9) Notes, the March 10 3(a)(9) Notes and the February 27 3(a)(9) Notes, the “Exchanged Senior Notes”)).
In connection with each of the 3a9 Exchanges, the Exchanged Senior Notes were retired and cancelled, or in the case of the RILYK series, will be redeemed in connection with the March 30 redemption, resulting in aggregate cancellation or redemption of 1,343,551 units of Exchanged Senior Notes. Upon the closing of the March 12 exchange and the repurchase described below, the Company’s outstanding debt will be reduced by approximately $37.9 million.
1
As of March 10, 2026, and excluding the March 12 exchange that has not yet been issued, total Common Stock outstanding is 34,361,979. Once the March 12 exchange closes on or around March 13, 2026, total Common Stock outstanding will be 34,798,366.
The Company did not receive any cash proceeds as a result of the 3a9 Exchanges. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock or other securities of the Company.
ITEM 5.02. 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 bonus amounts payable to Scott Yessner, the Company’s Chief Financial Officer, for the fiscal year ended December 31, 2025 (“FY 2025 Annual Bonus”) because the FY 2025 Annual Bonus had not yet been determined at the time the Registration Statement was filed. On March 9, 2026, the Compensation Committee of the Board of Directors of the Company confirmed and approved the FY 2025 Annual Bonus for Mr. Yessner in the amount of $700,000. Total compensation for Mr. Yessner for 2025 was $2,522,293.
ITEM 8.01. 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 intention to file a Notification of Late Filing on Form 12b-25 with regard to its Annual Report on Form 10-K for the year ended December 31, 2025. The Company announced it anticipates filing its Annual Report on or before the extended deadline of March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 8.01 and 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 (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 8.01 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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. | |
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | EVP & CFO | |
Date: March 12, 2026
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
BRC Group Holdings, Inc. Announces Retirement of Approximately $37.9 Million in Outstanding Debt Through Bond-for-Equity Exchanges and Repurchases
Redemption of Approximately $96 Million of 5.50% Senior Notes due 2026 (RILYK) on March 30, 2026
Fourth Quarter and Full Year 2025 Financial Results to be Released by March 31, 2026
LOS ANGELES, March 12, 2026 – BRC Group Holdings, Inc. (NASDAQ: RILY) ("BRCGH" or the "Company"), today announced a series of transactions with a long-time institutional investor pursuant to Section 3(a)(9) of the Securities Act of 1933, which will, upon closing of the final transaction, result in the cancellation of 1,343,551 units of its publicly-traded senior notes across multiple outstanding series in exchange for the issuance of an aggregate of 4,201,300 shares of the Company’s common stock at an average price of $7.0933 per share.
In addition, the Company repurchased 171,703 units of its 5.0% senior notes due 2026 (RILYG) for approximately $4.0 million in cash. Upon closing of these transactions, these publicly-traded senior notes will no longer be outstanding. Upon closing of the final 3(a)(9) transaction scheduled for March 13, 2026, the Company’s outstanding debt will be reduced by approximately $37.9 million.
As previously announced, on March 30, 2026, the Company will also redeem its 5.50% Senior Notes due 2026 (RILYK) in the aggregate principal amount of approximately $96 million.
Bryant Riley, Chairman and Co-Chief Executive Officer of BRCGH, said: “These senior note transactions, combined with continued appreciation in our investment portfolio, have further reduced our net debt position beyond the preliminary estimates communicated for December 31, 2025. We will continue to utilize multiple strategies to reduce debt and invest in our business.
“The Company values the enormous effort required by its team and business partners to file three Quarterly Reports on Form 10-Q between November 20, 2025 and January 14, 2026. Bringing these filings current while driving strong progress on our annual audit in an accelerated timeframe demonstrates the strength and resolve of our team — and positions us well for the road ahead. We look forward to discussing the Company and taking questions on the earnings call by the end of March.”
With our new auditor onboarding late in September 2025, and the subsequent filing of the Quarterly Reports for Q1, Q2 and Q3 2025, the Company determined it requires additional time to complete and file its 2025 Annual Report. By filing the Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (“SEC”) by March 17, 2026, the deadline to file its Annual Report on Form 10-K will be automatically extended by 15 additional days. The Company expects to file its 2025 Annual Report on or before the extended deadline of March 31, 2026, and to announce the timing of its earnings release and earnings call next week.
| www.brcgh.com | NASDAQ: RILY | 1 |
No Offer or Solicitation
This press release does not constitute an offer to sell or exchange or a solicitation of an offer to buy or exchange any securities, nor shall it constitute an offer to sell, solicitation, exchange or sale of securities in any jurisdiction in which such an offer, solicitation, exchange or sale would be unlawful.
About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRCGH deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.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. The Company assumes no duty to update forward-looking statements, except as required by law. 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. 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, its Quarterly Report on Form 10-Q for the period ended March 31, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025 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.
# # #
Contacts
Investors
Mike Frank
mfrank@brcgh.com
Media
Elizabeth Fogerty
efogerty@brcgh.com
| www.brcgh.com | NASDAQ: RILY | 2 |
FAQ
How much debt did BRC Group Holdings (RILY) retire through recent exchanges and repurchases?
How many BRC Group Holdings (RILY) shares were issued in the 3(a)(9) exchanges?
What will BRC Group Holdings’ (RILY) share count be after the March 12, 2026 exchange closes?
What major note redemption has BRC Group Holdings (RILY) scheduled for March 30, 2026?
When does BRC Group Holdings (RILY) expect to file its 2025 Form 10-K?
What 2025 compensation did BRC Group Holdings (RILY) approve for its CFO?
Filing Exhibits & Attachments
5 documents