BRC Group (NASDAQ: RILY) furnishes preliminary 2025 results in 8-K filing

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. filed an 8-K to furnish a press release with unaudited preliminary estimated financial information for the three-month and twelve-month periods ended December 31, 2025. The press release is included as Exhibit 99.1 and is treated as furnished, not filed, under securities laws.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

01/29/2026 - 08:20 AM

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 29, 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 29, 2026, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release regarding certain unaudited preliminary estimated financial information for the three-month and twelve-month period ended December 31, 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		Press Release dated January 29, 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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Source: View Original Filing on SEC EDGAR

FAQ

What did BRC Group Holdings (RILY) disclose in its latest 8-K filing?

BRC Group Holdings filed an 8-K to furnish a press release containing unaudited preliminary estimated financial information for the three-month and twelve-month periods ended December 31, 2025, attached as Exhibit 99.1 and treated as furnished rather than filed.

Which periods do BRC Group Holdings’ preliminary results in the 8-K cover?

The preliminary financial information covers the three-month and twelve-month periods ended December 31, 2025. These unaudited, estimated figures are described in a press release dated January 29, 2026, which is attached to the 8-K as Exhibit 99.1.

How is the BRC Group Holdings (RILY) press release in the 8-K legally treated?

The press release with preliminary financial information is being furnished, not filed, under the Securities Exchange Act. This means it is not subject to Section 18 liability and is not incorporated into other filings unless specifically referenced.

What exhibit did BRC Group Holdings include with this 8-K report?

BRC Group Holdings included Exhibit 99.1, a press release dated January 29, 2026, presenting unaudited preliminary estimated financial information. The filing also references Exhibit 104 for the cover page interactive data file embedded in the Inline XBRL document.

Who signed BRC Group Holdings’ January 29, 2026 8-K filing?

The 8-K was signed on behalf of BRC Group Holdings, Inc. by Scott Yessner, who is identified in the document as Executive Vice President and Chief Financial Officer, acting as the duly authorized officer for the registrant.

What securities of BRC Group Holdings (RILY) are listed in this 8-K?

The filing lists common stock and several exchange-traded instruments, including depositary shares representing preferred stock and multiple senior notes due 2026 and 2028, each with distinct ticker symbols on the Nasdaq Global Market.