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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 14, 2026
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On January 14, 2026, BRC Group
Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release reporting its financial results for
the fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth
in this Current Report, including 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, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such section. The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, 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 |
|
Earnings Release dated January 14, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 14, 2026