BRC Group Holdings (RILY) regains Nasdaq compliance but faces one-year monitor

Rhea-AI Filing Summary

BRC Group Holdings, Inc. reported that on January 27, 2026 it received a letter from Nasdaq confirming the company has regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1), restoring its status with Nasdaq’s listing requirements.

Nasdaq also imposed a one-year “Mandatory Panel Monitor” under Listing Rule 5815(d)(4)(B). During this period, if BRC Group fails to timely meet the Periodic Filing Rule, it would receive a Delist Determination Letter without the chance to first submit a compliance plan, but could request a hearing and stay of delisting. The company announced the compliance news in a January 28, 2026 press release furnished as an exhibit.

Insights

Equity & Listing Standards Analyst

BRC regains Nasdaq compliance but remains under a one-year formal monitor.

BRC Group Holdings, Inc. has restored compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1), which removes immediate listing risk tied to past filing delays. This confirms that required periodic reports are now current under Nasdaq’s standards.

Nasdaq’s one-year “Mandatory Panel Monitor” under Rule 5815(d)(4)(B) keeps the company under closer scrutiny. If BRC misses a periodic filing deadline during this monitor, it would move directly to a Delist Determination Letter instead of first submitting a compliance plan to staff.

The company could still request a hearing and a stay of any delist determination before a Hearings Panel, so delisting would not be automatic. Overall, the update reduces short-term listing uncertainty but leaves a formal, time-bound condition tied to ongoing timely SEC reporting.

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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 27, 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 8.01. Other Events.

On January 27, 2026, the Company received a letter from Nasdaq confirming that it has regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1). Consistent with the applicable Nasdaq Listing Rules in such circumstances, the notice also indicated that Nasdaq imposed a “Mandatory Panel Monitor” as that term is defined in Nasdaq Listing Rule 5815(d)(4)(B) for a period of one year. In the event the Company fails to timely satisfy the Periodic Filing Rule during such one-year period, the Company will not be afforded the opportunity to provide a compliance plan for the Nasdaq Listing Qualifications Staff’s review. The Company would instead receive a Delist Determination Letter in response to which the Company could request a hearing and stay of the delist determination pending a hearing before a Hearings Panel. 

On January 28, 2026, the Company issued a press release announcing that the Company regained compliance with the Nasdaq listing requirements. 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, as amended (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 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		Press Release, dated January 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
	By:	/s/ Scott Yessner
	Name:	Scott Yessner
	Title:	EVP & CFO

Date: January 29, 2026

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FAQ

What did BRC Group Holdings (RILY) announce regarding Nasdaq compliance?

BRC Group Holdings announced that Nasdaq confirmed the company has regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1). This means the company is now current under Nasdaq’s listing requirements related to timely SEC periodic reports after previously being out of compliance.

What is the Nasdaq Mandatory Panel Monitor imposed on BRC Group Holdings (RILY)?

Nasdaq imposed a one-year “Mandatory Panel Monitor” under Listing Rule 5815(d)(4)(B). During this period, Nasdaq will closely oversee the company’s ongoing adherence to the Periodic Filing Rule, adding a formal monitoring condition even though compliance has been regained.

What happens if BRC Group Holdings (RILY) misses a periodic filing during the monitor period?

If BRC Group fails to timely satisfy the Periodic Filing Rule during the one-year monitor, it will receive a Delist Determination Letter. In that case, it would not first submit a compliance plan but could request a hearing and a stay of the delisting decision before a Hearings Panel.

Does the Nasdaq monitor mean BRC Group Holdings (RILY) is being delisted now?

No, the company has regained compliance and remains listed. The one-year Mandatory Panel Monitor simply establishes stricter consequences if it again fails to meet the Periodic Filing Rule, including a direct Delist Determination Letter rather than a preliminary compliance plan review.

How did BRC Group Holdings (RILY) communicate the Nasdaq compliance news to the public?

BRC Group issued a press release on January 28, 2026 announcing that it had regained compliance with Nasdaq listing requirements. That press release was furnished as Exhibit 99.1 and, along with the related disclosure, is treated as furnished rather than filed under the Exchange Act.

Which Nasdaq listing rule did BRC Group Holdings (RILY) regain compliance with?

The company regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1). This rule focuses on timely submission of required periodic reports, such as annual and quarterly filings, which are necessary for companies whose securities are listed on Nasdaq markets.