Bryant Riley compensation waiver disclosed by BRC Group Holdings (NASDAQ: RILY)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. disclosed a change to compensation timing for its executive chairman, Bryant Riley. Under his Amended and Restated Employment Agreement, beginning in fiscal 2026, 20% of compensation is deposited into a Holdback Account, with potential release in the first quarter of fiscal 2027 at the Compensation Committee’s discretion. On June 29, 2026, the Committee approved a limited waiver to Section 3.2 of the agreement, allowing the immediate release of Holdback Account amounts attributable to the first and second quarters of 2026. The company states this waiver reflects “exemplary performance and results” for the first half of fiscal 2026. All other terms of the Employment Agreement and the Holdback Account remain in effect.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Holdback percentage: 20% of compensation Waiver approval date: June 29, 2026 Scheduled release timing: First quarter of fiscal 2027 +1 more

4 metrics

Holdback percentage 20% of compensation Deposited into Holdback Account starting fiscal 2026

Waiver approval date June 29, 2026 Compensation Committee approved limited waiver

Scheduled release timing First quarter of fiscal 2027 Planned timing for Holdback Account release under agreement

Quarters covered by waiver First and second quarters of 2026 Holdback Account amounts released early

Key Terms

Amended and Restated Employment Agreement, Compensation Committee, Holdback Account, Emerging growth company

4 terms

Amended and Restated Employment Agreement financial

"Section 3.2 of the Amended and Restated Employment Agreement between Bryant Riley and the Company"

Compensation Committee financial

"the Compensation Committee (“Committee”) of the Board of Directors of BRC Group Holdings, Inc."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Holdback Account financial

"twenty percent (20%) of any compensation payments earned by the Executive are deposited into a holdback account (the “Holdback Account”)"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:32 PM Accepted by SEC EDGAR 07/02/2026 - 04:30 PM

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): June 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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2026, the Compensation Committee (“Committee”) of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved a waiver to Section 3.2 of the Amended and Restated Employment Agreement between Bryant Riley (the “Executive”) and the Company, dated as of November 8, 2025 (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, commencing with fiscal year 2026, twenty percent (20%) of any compensation payments earned by the Executive are deposited into a holdback account (the “Holdback Account”). Amounts in the Holdback Account are scheduled for release in the first quarter of fiscal 2027 in the sole discretion and at the direction of the Committee. Due to exemplary performance and results on behalf of the Company and its subsidiaries for the first half of fiscal year 2026, the Committee approved a waiver providing for the release of amounts in the Holdback Account attributable to the first quarter and the second quarter of 2026. Other than this limited waiver, the Employment Agreement and the Holdback Account remain in full force and effect in accordance with its terms.

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: July 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did BRC Group Holdings (RILY) disclose?

BRC Group Holdings approved a limited waiver to Bryant Riley’s employment agreement, releasing Holdback Account compensation for the first two quarters of 2026 while leaving all other terms in place.

What is the Holdback Account in BRC Group Holdings’ arrangement with Bryant Riley?

The Holdback Account receives 20% of Bryant Riley’s compensation starting in fiscal 2026, with amounts scheduled for possible release in the first quarter of fiscal 2027 at the Compensation Committee’s discretion.

Why did BRC Group Holdings release Bryant Riley’s held-back compensation for early 2026?

The Compensation Committee cited “exemplary performance and results” by Bryant Riley and the company’s subsidiaries for the first half of fiscal 2026 when approving the release of first and second quarter Holdback Account amounts.

Does the waiver change Bryant Riley’s entire employment agreement with BRC Group Holdings?

No. The waiver only affects release of Holdback Account amounts for the first and second quarters of 2026. The rest of Bryant Riley’s Amended and Restated Employment Agreement remains in full force and effect.

When was the compensation waiver for Bryant Riley approved at BRC Group Holdings?

The Compensation Committee of BRC Group Holdings’ board approved the waiver on June 29, 2026, altering the release timing for specific Holdback Account amounts tied to early fiscal 2026 compensation.

Filing Exhibits & Attachments

4 documents