BRC Group posts $243M Q3 loss to common shareholders
The quarter’s $128.3 million investment loss contrasted with $161.3 million of operating revenue.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
BRC Group Holdings, Inc. reported a third-quarter 2026 net loss available to common shareholders of $243.0 million, or $6.04 per diluted share, compared with net income of $89.1 million, or $2.91 per diluted share, a year earlier. Total revenue was $33.0 million, versus $277.9 million, as $161.3 million of operating revenue was offset by $128.3 million of investment losses. The company attributed the quarter’s loss primarily to $226.7 million of pre-tax losses on its Babcock & Wilcox investment and a $14.6 million non-cash impairment of its GA Group investment.
For the first nine months, total revenue was $624.2 million and net loss available to common shareholders was $13.2 million; Operating Adjusted EBITDA was $103.3 million. Net debt was $562.3 million at September 30, down 10% from December 31, 2025. On November 3, the company completed the sale of its remaining GA Group equity interest for $62.3 million cash, using $51.7 million to repay Oaktree term-loan indebtedness. It reported $36.5 million of added liquidity, net of the closing fee.
BRC also has a definitive agreement to acquire Sangoma for a total enterprise value of $203.7 million. Closing is expected no later than early 2027, subject to Sangoma shareholder, court and regulatory approvals and other customary conditions; Sangoma shareholders are expected to hold approximately 4% of pro forma outstanding shares.
2 points · 0 major2 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNet debt declined 10% to $562.3 million at September 30, 2026.
- Moderate pointGA Group sale added $36.5 million of liquidity, net of the closing fee.
Negative
- Major pointThird-quarter revenue fell to $33.0 million from $277.9 million.
- Major pointQuarterly net loss available to common shareholders was $243.0 million, versus $89.1 million net income.
Filing Explained
The pending Sangoma deal’s disclosed funding includes $140.8 million of incremental subsidiary debt and $54 million in expected equity contributions.
For the still-pending Sangoma acquisition, the company discloses
The company also expects
Separately, the GA Group sale amendment adds a
The balance sheet lists
The release applies a revised Operating Adjusted EBITDA definition consistently to comparable periods, now excluding results from the GA Group equity investment and investment gains or losses attributable to noncontrolling interests.
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, or exhibit attachments filed with this report.
Key Figures
Total revenue: $33.0 million
Operating revenue: $161.3 million
Investment losses: $(128.3) million
+5 more
8 metrics
Total revenue
$33.0 million
Three months ended September 30, 2026; $277.9 million in the prior-year quarter
Operating revenue
$161.3 million
Three months ended September 30, 2026
Investment losses
$(128.3) million
Three months ended September 30, 2026
Net loss available to common shareholders
$(243.0) million
Three months ended September 30, 2026
Diluted loss per common share
$(6.04) per share
Three months ended September 30, 2026
Operating Adjusted EBITDA
$2.9 million
Three months ended September 30, 2026
Net debt
$562.3 million
At September 30, 2026; declined 10% from December 31, 2025
Sangoma total enterprise value
$203.7 million
Definitive acquisition agreement announced September 28, 2026
Key Terms
Operating Adjusted EBITDA, Investment Gains (Losses), enterprise value, noncontrolling interest
4 terms
Operating Adjusted EBITDA financial
"Operating Adjusted EBITDA was $103.3 million"
Operating adjusted EBITDA is a measure of a company’s core profit from normal business operations before interest, taxes, depreciation and amortization, with one-time items and other non-operational gains or losses removed. Investors use it like checking an engine’s performance without accessories — it isolates recurring cash-generating power so you can compare businesses, gauge operational strength, and judge whether reported earnings reflect underlying performance.
Investment Gains (Losses) financial
"Investment Gains (Losses) of $128.3 million"
Investment gains (losses) are the increase or decrease in the value of money placed into assets such as stocks, bonds or real estate, calculated by comparing what you paid (plus any income like interest or dividends) to what you receive when you sell or if the asset’s market price changes. They matter to investors because they determine actual profit or shortfall, influence portfolio decisions, cash flow and tax obligations, and signal whether holdings are performing like a growing plant or a wilting one.
enterprise value financial
"total enterprise value of $203.7 million"
Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.
noncontrolling interest financial
"noncontrolling interest related to investments"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
Earnings Snapshot
Total revenue: $33.0 million
Three months ended September 30, 2026
Total revenue
$33.0 million
Compared with $277.9 million in the three months ended September 30, 2025.
Net loss available to common shareholders
$(243.0) million
Compared with net income of $89.1 million in the three months ended September 30, 2025.
Diluted loss per common share
$(6.04) per share
Compared with income of $2.91 per diluted share in the three months ended September 30, 2025.
Operating Adjusted EBITDA
$2.9 million
Compared with $54.9 million in the three months ended September 30, 2025.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RILY’s third-quarter 2026 revenue and net loss?
RILY reported $33.0 million of total revenue and a $243.0 million net loss available to common shareholders for the quarter ended September 30, 2026. Operating revenue was $161.3 million, offset by $128.3 million of investment losses.
What are the terms of RILY’s planned Sangoma acquisition?
RILY agreed to acquire Sangoma for a $203.7 million total enterprise value. The transaction is expected to use $212.3 million of committed senior secured term loans, replacing facilities with $71.5 million outstanding at September 30, 2026, and include $54 million of equity contributions. It is not subject to a financing condition and remains subject to shareholder, court and regulatory approvals and other customary conditions.
How did RILY use the proceeds from the GA Group sale?
RILY received $62.3 million in cash for its remaining GA Group interest and used $51.7 million to repay term-loan indebtedness owed to Oaktree affiliates. The company also amended its credit agreement, adding a $26.5 million term loan and paying a $3.3 million transaction fee in kind. After the transactions, Oaktree term loans were $43.7 million, down from $65.6 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 5, 2026
(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 | ||||||||||||
| R | ||||||||||||||
| R | ||||||||||||||
| R | ||||||||||||||
| R | ||||||||||||||
| R | ||||||||||||||
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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2026 , BRC Group Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended September 30, 2026. 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 November 5, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
1
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: November 5, 2026
2
 | |||||
FOR IMMEDIATE RELEASE
BRC Group Holdings, Inc. Reports Third Quarter 2026 Financial Results
Completes Sale of Remaining Equity Interest in GA Group
LOS ANGELES, November 5, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRC Group” or the “Company”), a diversified holding company, today released its financial results for the three and nine months ended September 30, 2026.
Third Quarter and Nine Months Ended September 30, 2026 Highlights and Recent Developments
•Revenues: Year-to-date total revenues of $624.2 million, including Operating Revenues(1) of $617.9 million. Q3 revenues of $33.0 million, as Operating Revenues(1) of $161.3 million were offset by Investment Losses(2) of $128.3 million.
•Net Loss: Year-to-date net loss available to common shareholders of $(13.2) million, or $(0.40) per diluted share. Q3 net loss available to common shareholders of $(243.0) million, or $(6.04) per diluted share, primarily reflecting $(226.7) million of pre-tax losses on the Company’s investment in Babcock & Wilcox and a $14.6 million non-cash impairment of its investment in GA Group; the Company’s other securities positions generated modest net gains.
•Operating Adjusted EBITDA(4): Year-to-date Operating Adjusted EBITDA of $103.3 million. Q3 Operating Adjusted EBITDA was reduced by $17.4 million, reflecting the reversal of an unrealized gain recognized in Q2 on structured equity financings and a net markdown of the SpaceX carried interest. Adjusted EBITDA(3) of $104.3 million year-to-date, and $(219.1) million in Q3.
•Balance Sheet: Fully redeemed $238.1 million of senior notes year-to-date, including $142.1 million in September. Subsequent to quarter end, the GA Group sale further reduced Oaktree term-loan indebtedness.
•Strategic Actions: Sold its remaining interest in GA Group to affiliates of Oaktree, reducing debt and adding liquidity (November 3); restored 100% ownership of B. Riley Securities Holdings (October 22); and entered into a definitive agreement to acquire Sangoma Technologies to scale its Communications platform (September 28).
Bryant Riley, Chairman and Co-Chief Executive Officer, commented:
“Through the first nine months of the year, our operating businesses demonstrated the resilience of our diversified platform, despite third-quarter declines in the value of our investment portfolio. Over the past several months, we have taken key strategic actions to strengthen our core franchises and allocate capital toward our strongest near-term cash flow opportunities. Earlier this week, we completed the sale of our remaining interest in GA Group. This legacy business generated significant value for our shareholders over more than a decade, and its sale sharpens our strategic focus, reduces debt, and enhances liquidity, supporting our operating businesses and a long-term approach to our investments through market dislocations. Consistent with that focus, we agreed to acquire Sangoma, a business with predictable cash flows that will bring meaningful scale and recurring revenue to our Communications platform and is highly complementary to our existing operations, creating opportunities for operating synergies. We also restored full ownership of B. Riley Securities and continue to advance its integration with B. Riley Wealth.”
“The third quarter was a challenging period for small- and mid-cap issuers, as rising rates and wider credit spreads weighed on transaction activity and equity capital markets issuance concentrated in the largest issuers. Against that backdrop, B. Riley Securities and B. Riley Wealth remain focused on delivering for all of our clients and partners. Whether that is helping navigate dislocation, creating capital markets opportunities, or providing strategic advisory, our platform is built to support our clients across every cycle. Even as smaller average deal sizes tempered underwriting fee revenue in the quarter, we saw rising demand for our restructuring and advisory services, added two senior bankers, and expanded institutional research coverage to more than 430 companies. Across our segments, we benefited from expanding
BRC Group Holdings, Inc. | www.brcgh.com
recurring advisory fees in Wealth Management and growing income in our Communications portfolio, while we remain focused on improving margins and profitability in Consumer Products.”
“We enter year-end with an active pipeline across equity, debt, and M&A advisory, and look forward to showcasing the full capabilities of our platform at our upcoming Convergence Conference in December.”
BRC Group Holdings, Inc. | www.brcgh.com
Third Quarter and Nine Months Ended September 30, 2026 Financial Summary
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
(Dollars in thousands, except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Net (loss) income available to common shareholders | $ | (243,018) | $ | 89,068 | $ | (13,226) | $ | 214,534 | |||||||||||||||||||||
Basic (loss) income per common share | $ | (6.04) | $ | 2.91 | $ | (0.36) | $ | 7.02 | |||||||||||||||||||||
Diluted (loss) income per common share | $ | (6.04) | $ | 2.91 | $ | (0.40) | $ | 7.02 | |||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
(Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Operating Revenues (1) | $ | 161,325 | $ | 244,136 | $ | 617,876 | $ | 666,014 | |||||||||||||||||||||
Investment Gains (Losses) (2) | (128,297) | 33,735 | 6,329 | 23,222 | |||||||||||||||||||||||||
Total Revenues | $ | 33,028 | $ | 277,871 | $ | 624,205 | $ | 689,236 | |||||||||||||||||||||
Adjusted EBITDA (3) | $ | (219,142) | $ | 112,204 | $ | 104,259 | $ | 126,902 | |||||||||||||||||||||
Operating Adjusted EBITDA (4) | $ | 2,908 | $ | 54,862 | $ | 103,320 | $ | 93,207 | |||||||||||||||||||||
•Net (loss) income available to common shareholders: Third quarter 2026 results primarily reflected $(226.7) million of pre-tax losses on the Company’s investment in Babcock & Wilcox. The investment in Babcock & Wilcox was valued at $160.3 million at September 30, 2026. Excluding Babcock & Wilcox, trading and realized and unrealized results on the Company’s other investments were net gains of $4.8 million in the quarter. The Company also recorded a $14.6 million non-cash impairment to reduce the carrying value of its investment in GA Group to the subsequent sale price. For the nine months, the net loss reflected these third-quarter items and the absence of prior-year gains on the sale and deconsolidation of businesses and senior note exchanges, as well as prior-year income from discontinued operations.
•Revenues: Third quarter revenues primarily reflected trading losses in Capital Markets, lower ATM, private placement and underwriting revenues, partially offset by higher M&A and advisory revenues, and lower carried interest and commissions in Wealth Management. Nine-month revenues declined 9%, driven by lower Capital Markets trading gains, lower revenues in Corporate and All Other as result of prior-year divestitures, and lower service revenue in the Communications Business Group.
•Adjusted EBITDA(3): Third quarter Adjusted EBITDA decreased primarily due to losses on the Company’s investments largely driven by Babcock & Wilcox. For the nine months, Adjusted EBITDA reflected lower services and fees, and lower income from equity investments, partially offset by lower SG&A expenses.
•Operating Adjusted EBITDA(4): Third quarter Operating Adjusted EBITDA was reduced by $17.4 million, reflecting the reversal of an unrealized second-quarter gain on structured equity financings, as well as a net markdown of the SpaceX carried interest. For the nine months, Operating Adjusted EBITDA was supported by a net year-to-date increase in the value of carried interest associated with investment funds holding positions in SpaceX, and lower selling, general and administrative expenses.
•Debt and Leverage: Net Debt(5) declined 10%, or $64.7 million, to $562.3 million at September 30, 2026 from $627.0 million at December 31, 2025. Total Debt was reduced to $1.14 billion from $1.43 billion over the same period, driven primarily by debt paydowns and senior note exchanges. Subsequent to quarter end, the GA Group sale further reduced term-loan indebtedness, as described below.
•Cash: Cash, cash equivalents, and restricted cash totaled $145.7 million at September 30, 2026, compared to $229.3 million at December 31, 2025.
BRC Group Holdings, Inc. | www.brcgh.com
•Total Investments(6): Total Investments(6) decreased to $408.6 million at September 30, 2026, down from $520.5 million at December 31, 2025, with securities and other investments owned of $369.8 million, down from $446.8 million. The decrease included the $14.6 million impairment of the Company’s investment in GA Group.
BRC Group Holdings, Inc. | www.brcgh.com
Segment Operations Third Quarter and Nine Months Ended September 30, 2026 Financial Results Summary
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
(Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Segment Revenues | |||||||||||||||||||||||||||||
Capital Markets | $ | (90,213) | $ | 108,732 | $ | 135,610 | $ | 172,124 | |||||||||||||||||||||
Wealth Management | 24,327 | 42,403 | 134,455 | 128,302 | |||||||||||||||||||||||||
Lingo | 36,185 | 39,690 | 115,763 | 121,150 | |||||||||||||||||||||||||
magicJack | 8,529 | 9,331 | 25,879 | 28,909 | |||||||||||||||||||||||||
Marconi Wireless | 7,132 | 8,128 | 22,037 | 26,847 | |||||||||||||||||||||||||
UOL | 2,790 | 3,217 | 8,492 | 10,137 | |||||||||||||||||||||||||
Consumer Products | 39,255 | 46,967 | 126,907 | 132,354 | |||||||||||||||||||||||||
Segment Income (Loss) | |||||||||||||||||||||||||||||
Capital Markets | $ | (120,040) | $ | 54,779 | $ | 30,313 | $ | 36,256 | |||||||||||||||||||||
Wealth Management | (3,735) | 7,190 | 29,767 | 7,595 | |||||||||||||||||||||||||
Lingo | 4,558 | 3,964 | 13,641 | 9,290 | |||||||||||||||||||||||||
magicJack | 4,168 | 4,608 | 12,592 | 14,314 | |||||||||||||||||||||||||
Marconi Wireless | 2,736 | 2,559 | 8,810 | 6,108 | |||||||||||||||||||||||||
UOL | 1,700 | 1,477 | 4,662 | 4,881 | |||||||||||||||||||||||||
Consumer Products | (4,345) | (1,330) | (12,678) | (12,375) | |||||||||||||||||||||||||
•Capital Markets: Third quarter results primarily reflected trading losses of $(125.7) million, primarily on Babcock & Wilcox. Year-to-date results reflected lower trading gains and lower ATM, private placement and underwriting revenues amid smaller average deal sizes across the small- and mid-cap market, partially offset by higher M&A and advisory revenues.
•Wealth Management: Year-to-date growth was driven primarily by trading activity and carried interest. Third quarter results reflected a decrease in carried interest, lower trading gains, and lower commissions, partially offset by higher advisory fees. B. Riley Wealth had approximately $12.8 billion of client assets under management at September 30, 2026.
•Communications Business Group (“CBG”) (Lingo, magicJack, Marconi Wireless, and UOL Reportable Segments): Income growth, on a combined basis, reflected successful cost-reduction initiatives, which more than offset a revenue decline driven by expected customer attrition.
•Consumer Products: Lower revenue reflected weaker consumer demand, partially offset by lower sales allowances and customer programs. The wider segment loss primarily reflected lower sales volume.
Pending Acquisition of Sangoma
On September 28, 2026, the Company entered into a definitive agreement to acquire Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG), a business communications solutions provider, for a total enterprise value of $203.7 million. Sangoma shareholders will receive cash and the Company’s common stock, and are expected to hold approximately 4% of the Company’s pro forma outstanding shares. The transaction is expected to be funded with $212.3 million of committed senior secured term loans at the Company’s telecommunications subsidiaries, which will replace their existing credit facilities ($71.5 million outstanding at September 30, 2026), resulting in $140.8 million of incremental debt at those subsidiaries. Total equity contributions are expected to be $54 million, comprising $38 million from the Company and $16 million from its telecommunications subsidiaries. The transaction is not subject to a financing condition and is expected to close no later than early 2027, subject to Sangoma shareholder, court and regulatory approvals and other customary conditions.
BRC Group Holdings, Inc. | www.brcgh.com
Sale of Remaining GA Group Interest
On November 3, 2026, the Company completed the sale of its remaining equity interest in Great American Holdings, LLC (“GA Group”) to affiliates of Oaktree Capital Management, L.P. (“Oaktree”). The Company received total cash consideration of $62.3 million, of which $51.7 million was used to repay term-loan indebtedness owed to Oaktree affiliates. Concurrently, the Company amended its Oaktree credit agreement to add an incremental $26.5 million term loan and to eliminate any future prepayment premium, in exchange for a $3.3 million transaction fee paid in kind. After giving effect to these transactions, outstanding Oaktree term loans were reduced to $43.7 million from $65.6 million, and the Company added $36.5 million of liquidity, net of the closing fee. In the third quarter, the Company recorded a $14.6 million non-cash impairment to reduce the carrying value of its investment in GA Group to the sale price. Unaudited pro forma financial information will be filed by amendment to the Company’s Current Report on Form 8-K no later than November 9, 2026.
Change in Non-GAAP Measures Presentation
The Company has updated its Operating Adjusted EBITDA calculation with adjustments that management believes better bifurcate the results of its investment activities from those of its operating businesses. The updated calculation, applied consistently across all comparable periods, now excludes income and loss related to the Company’s equity investment in Great American Holdings, LLC, as well as the noncontrolling interest associated with investment gains and losses attributable to B. Riley Securities Holdings, Inc. and its subsidiaries.
Earnings Call
Management will discuss the Company’s financial performance and operational highlights, followed by a question-and-answer session with analysts and investors.
Date: Thursday, November 5, 2026
Time: 4:30 p.m. ET (1:30 p.m. PT)
Link: https://ir.brcgh.com/events-and-presentations
Investors may access the call via the Company’s website at ir.brcgh.com under “Events and Presentations.” A replay of the call will be available at the same location until Thursday, November 19, 2026.
About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company with operations in financial services, communications, and retail, alongside investments in equity, debt, and venture capital. Its core financial services platform provides small-cap and middle-market companies with customized end-to-end solutions at every stage of the enterprise life cycle. Its investment banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Its wealth management business provides financial planning services, including brokerage, investment management, insurance, and tax preparation. Its communications businesses provide consumer and business services including traditional, mobile, and cloud phone, internet and data, security, and email. Its consumer products and retail businesses provide mobile computing accessories and home furnishings. BRC Group deploys capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.
BRC Group Holdings, Inc. | www.brcgh.com
Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt, may be considered non-GAAP financial measures, which are measures that differ from the most directly comparable measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). BRC Group Holdings, Inc. believes these measures are useful to investors as follows: Operating Revenues and Investment Gains (Losses) separate revenues generated by the Company’s operating businesses from gains and losses on its investment portfolio; Adjusted EBITDA and Operating Adjusted EBITDA are performance measures that exclude items management does not consider indicative of ongoing results, with Operating Adjusted EBITDA further excluding investment-related gains and losses; and Total Investments and Net Debt provide a basis for evaluating the Company’s capital resources and leverage.
As used herein, each measure is calculated as follows: (i) Operating Revenues includes services and fees, interest income - loans, interest income - securities lending, fixed income spread, trading gains attributable to variable rate transaction spread, and sale of goods; (ii) Investment Gains (Losses) includes trading gains (losses), net and fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread; (iii) Adjusted EBITDA excludes (loss) income from discontinued operations, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill, tradenames and equity method investments, share-based payments, and transaction related and other costs; (iv) Operating Adjusted EBITDA excludes the aforementioned adjustments for Adjusted EBITDA as well as trading gains (losses), net, net of fixed income and variable rate transaction spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of variable rate transaction spread, gains (losses) on investments attributable to noncontrolling interest, and income (loss) related to the Company’s equity investment in Great American Holdings, LLC; (v) Total Investments includes securities and other investments owned net of (a) securities sold not yet purchased, at fair value and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, equity investments, and other investments reported in prepaid and other assets; and (vi) Net Debt includes term loans, net, senior notes payable, net, revolving credit facility, and notes payable, net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) Total Investments.
In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.
BRC Group Holdings, Inc. | www.brcgh.com
Footnotes
See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.
1.Operating Revenues is defined as the sum of (i) services and fees, (ii) interest income - loans, (iii) interest income - securities lending, (iv) fixed income spread, (v) trading gains attributable to variable rate transaction spread, and (vi) sale of goods.
2.Investment Gains (Losses) is defined as the sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread.
3.Adjusted EBITDA includes earnings from continuing operations attributable to BRC Group Holdings, Inc. before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill, tradenames and equity method investments, and transaction related and other costs.
4.Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of fixed income and variable rate transaction spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of variable rate transaction spread, (iv) gains (losses) on investments attributable to noncontrolling interest, and (v) income (loss) from the Company’s equity investment in Great American Holdings, LLC (“GA Group”).
5.Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.
6.Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased, at fair value and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, (c) equity investments, and (d) other investments reported in prepaid and other assets.
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, including statements regarding our expected future financial and operational results; our capital markets pipeline and the conversion of mandates into completed transactions; the expected timing, completion, financing and benefits of the pending acquisition of Sangoma Technologies Corporation; the integration of B. Riley Wealth and B. Riley Securities; the anticipated effects of the sale of our interest in GA Group; and our ability to execute on disciplined capital allocation and further debt reduction. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties, many beyond the Company’s control, that could cause the Company’s performance and actual results to differ materially. Such risks include, but are not limited to: macroeconomic conditions, including interest rate fluctuations and inflation; market volatility and its direct impact on our Capital Markets and Wealth Management segments and on the value of our investment portfolio, including carried interest; the episodic nature of our capital markets business and the unpredictable timing of transaction closings; the risk that the Sangoma acquisition is not completed on the expected terms or timeline, or at all; our ability to successfully execute our merchant banking strategies and the impact of market conditions on our investment portfolio; changes in regulatory and legal environments affecting our operating units; and 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 Annual Report on Form 10-K for the year ended December 31, 2025, as amended, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.
BRC Group Holdings, Inc. | www.brcgh.com
BRC GROUP HOLDINGS, INC. | |||||||||||
Condensed Consolidated Balance Sheets | |||||||||||
(Dollars in thousands, except share and par value) | |||||||||||
September 30, 2026 | December 31, 2025 | ||||||||||
(Unaudited) | |||||||||||
Assets | |||||||||||
Assets: | |||||||||||
Cash and cash equivalents | $ | 144,072 | $ | 226,601 | |||||||
Restricted cash | 1,651 | 2,676 | |||||||||
Due from clearing brokers | 19,402 | 51,000 | |||||||||
Securities and other investments owned ($307,830 and $382,461 at fair value) | 369,818 | 446,843 | |||||||||
Securities borrowed | 235,009 | 114,937 | |||||||||
Accounts receivable, net of allowance for credit losses of $5,560 and $6,108 | 59,062 | 55,473 | |||||||||
Loans receivable, at fair value ($1,086 and $2,835 from related parties) | 10,798 | 26,303 | |||||||||
Equity investments | 68,059 | 90,433 | |||||||||
Prepaid expenses and other assets | 117,961 | 128,650 | |||||||||
Operating lease right-of-use assets | 36,252 | 32,109 | |||||||||
Property and equipment, net | 18,268 | 17,606 | |||||||||
Goodwill | 392,687 | 392,687 | |||||||||
Other intangible assets, net | 94,599 | 118,290 | |||||||||
Deferred income taxes | 793 | 763 | |||||||||
Assets of discontinued operations | 2,221 | 2,221 | |||||||||
Total assets | $ | 1,570,652 | $ | 1,706,592 | |||||||
Liabilities and Deficit | |||||||||||
Liabilities: | |||||||||||
Accounts payable | $ | 34,929 | $ | 41,463 | |||||||
Accrued expenses and other liabilities ($190 and $6,400 at fair value) | 125,198 | 154,780 | |||||||||
Deferred revenue | 45,030 | 49,907 | |||||||||
Deferred income taxes | 4,409 | 4,109 | |||||||||
Securities sold not yet purchased, at fair value | 7,897 | 9,809 | |||||||||
Securities loaned | 217,125 | 97,321 | |||||||||
Operating lease liabilities | 43,773 | 40,902 | |||||||||
Revolving credit facilities | 32,285 | 6,638 | |||||||||
Term loans, net | 115,421 | 119,297 | |||||||||
Senior notes payable, net | 988,328 | 1,301,798 | |||||||||
Liabilities of discontinued operations | 830 | 830 | |||||||||
Total liabilities | 1,615,225 | 1,826,854 | |||||||||
Commitments and contingencies | |||||||||||
BRC Group Holdings, Inc. | www.brcgh.com
BRC Group Holdings, Inc. stockholders’ deficit: | |||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding and liquidation preference of $128,187 and $122,142 | — | — | |||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 40,199,755 and 30,597,066 issued and outstanding | 4 | 3 | |||||||||
Additional paid-in capital | 680,912 | 598,022 | |||||||||
Accumulated deficit | (770,467) | (763,286) | |||||||||
Accumulated other comprehensive loss | (8,167) | (6,272) | |||||||||
Total BRC Group Holdings, Inc. stockholders’ deficit | (97,718) | (171,533) | |||||||||
Noncontrolling interests | 53,145 | 51,271 | |||||||||
Total deficit | (44,573) | (120,262) | |||||||||
Total liabilities and deficit | $ | 1,570,652 | $ | 1,706,592 | |||||||
BRC Group Holdings, Inc. | www.brcgh.com
BRC GROUP HOLDINGS, INC. | |||||||||||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
(Dollars in thousands, except share and per share data) | |||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Services and fees ($206 and $1,319 for the three months and $13,105 and $9,168 for the nine months ended September 30, 2026 and 2025 from related parties, respectively) | $ | 112,451 | $ | 170,668 | $ | 438,168 | $ | 475,279 | |||||||||||||||
Trading (losses) gains, net | (124,401) | 53,012 | 33,534 | 64,521 | |||||||||||||||||||
Fair value adjustments on loans ($50 and $(49) for the three months and $106 and $(3,185) for the nine months ended September 30, 2026 and 2025 from related parties, respectively) | 1,215 | 1,299 | 12,005 | (5,997) | |||||||||||||||||||
Interest income - loans ($— and $647 for the three months and $— and $1,818 for the nine months ended September 30, 2026 and 2025 from related parties, respectively) | 1,509 | 2,094 | 5,394 | 9,143 | |||||||||||||||||||
Interest income - securities lending | 2,004 | 2,523 | 4,887 | 5,487 | |||||||||||||||||||
Sale of goods | 40,250 | 48,275 | 130,217 | 140,803 | |||||||||||||||||||
Total revenues | 33,028 | 277,871 | 624,205 | 689,236 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Direct cost of services | 27,120 | 31,291 | 88,186 | 107,207 | |||||||||||||||||||
Cost of goods sold | 28,893 | 35,001 | 92,619 | 106,847 | |||||||||||||||||||
Selling, general and administrative expenses | 114,409 | 143,892 | 382,134 | 453,649 | |||||||||||||||||||
Restructuring charge | 20 | 184 | 1,934 | 505 | |||||||||||||||||||
Impairment of tradename | 1,200 | — | 5,200 | 1,500 | |||||||||||||||||||
Interest expense - Securities lending and loan participations sold | 1,100 | 2,094 | 2,723 | 4,781 | |||||||||||||||||||
Total operating expenses | 172,742 | 212,462 | 572,796 | 674,489 | |||||||||||||||||||
Operating (loss) income | (139,714) | 65,409 | 51,409 | 14,747 | |||||||||||||||||||
Other income (expense): | |||||||||||||||||||||||
Interest income | 241 | 1,491 | 938 | 3,469 | |||||||||||||||||||
Dividend income | 198 | 564 | 1,000 | 821 | |||||||||||||||||||
Realized and unrealized (losses) gains on investments | (97,485) | 32,756 | 19,707 | 28,472 | |||||||||||||||||||
Change in fair value of financial instruments and other | (245) | (3,314) | (3,126) | 9,492 | |||||||||||||||||||
Gain on sale and deconsolidation of businesses | — | — | — | 86,213 | |||||||||||||||||||
Gain on senior note exchange | — | 12,222 | — | 67,208 | |||||||||||||||||||
(Loss) income from equity investments | (14,492) | 9,193 | (18,625) | 34,244 | |||||||||||||||||||
(Loss) gain on extinguishment of debt | — | (950) | 1,607 | (21,643) | |||||||||||||||||||
Interest expense | (17,842) | (18,769) | (55,652) | (72,685) | |||||||||||||||||||
(Loss) income from continuing operations before income taxes | (269,339) | 98,602 | (2,742) | 150,338 | |||||||||||||||||||
BRC Group Holdings, Inc. | www.brcgh.com
Benefit from (provision for) income taxes | 24,048 | (1,183) | 1,207 | (1,194) | |||||||||||||||||||
(Loss) income from continuing operations | (245,291) | 97,419 | (1,535) | 149,144 | |||||||||||||||||||
(Loss) income from discontinued operations, net of income taxes | (2,401) | (1,866) | (2,401) | 70,841 | |||||||||||||||||||
Net (loss) income | (247,692) | 95,553 | (3,936) | 219,985 | |||||||||||||||||||
Net (loss) income attributable to noncontrolling interests | (6,689) | 4,470 | 3,245 | (594) | |||||||||||||||||||
Net (loss) income attributable to BRC Group Holdings, Inc. | $ | (241,003) | $ | 91,083 | $ | (7,181) | $ | 220,579 | |||||||||||||||
Preferred stock dividends | 2,015 | 2,015 | 6,045 | 6,045 | |||||||||||||||||||
Net (loss) income available to common shareholders | $ | (243,018) | $ | 89,068 | $ | (13,226) | $ | 214,534 | |||||||||||||||
Basic net income (loss) per common share: | |||||||||||||||||||||||
Continuing operations | $ | (5.98) | $ | 2.97 | $ | (0.29) | $ | 4.70 | |||||||||||||||
Discontinued operations | (0.06) | (0.06) | (0.07) | 2.32 | |||||||||||||||||||
Basic (loss) income per common share | $ | (6.04) | $ | 2.91 | $ | (0.36) | $ | 7.02 | |||||||||||||||
Diluted net income (loss) per common share: | |||||||||||||||||||||||
Continuing operations | $ | (5.98) | $ | 2.97 | $ | (0.33) | $ | 4.70 | |||||||||||||||
Discontinued operations | (0.06) | (0.06) | (0.07) | 2.32 | |||||||||||||||||||
Diluted (loss) income per common share | $ | (6.04) | $ | 2.91 | $ | (0.40) | $ | 7.02 | |||||||||||||||
Weighted average basic common shares outstanding | 40,232,819 | 30,597,066 | 36,683,700 | 30,541,169 | |||||||||||||||||||
Weighted average diluted common shares outstanding | 40,232,819 | 30,597,066 | 36,837,593 | 30,541,169 | |||||||||||||||||||
BRC Group Holdings, Inc. | www.brcgh.com
BRC GROUP HOLDINGS, INC. | |||||||||||||||||||||||
Operating Revenues Reconciliation | |||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Total revenues | $ | 33,028 | $ | 277,871 | $ | 624,205 | $ | 689,236 | |||||||||||||||
Operating revenues adjustments: | |||||||||||||||||||||||
Trading losses (gains), net | 124,401 | (53,012) | (33,534) | (64,521) | |||||||||||||||||||
Fair value adjustments on loans | (1,215) | (1,299) | (12,005) | 5,997 | |||||||||||||||||||
Fixed income and trading gains attributable to variable rate transactions spread | 5,111 | 20,576 | 39,210 | 35,302 | |||||||||||||||||||
Total operating revenue adjustments | 128,297 | (33,735) | (6,329) | (23,222) | |||||||||||||||||||
Operating revenues | $ | 161,325 | $ | 244,136 | $ | 617,876 | $ | 666,014 | |||||||||||||||
BRC Group Holdings, Inc. | www.brcgh.com
BRC GROUP HOLDINGS, INC. | |||||||||||||||||||||||
Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations | |||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net (loss) income attributable to BRC Group Holdings, Inc. | $ | (241,003) | $ | 91,083 | $ | (7,181) | $ | 220,579 | |||||||||||||||
(Loss) income from discontinued operations, net of income taxes | (2,401) | (1,866) | (2,401) | 70,841 | |||||||||||||||||||
Net loss (income) attributable to noncontrolling interests | 6,689 | (4,470) | (3,245) | 594 | |||||||||||||||||||
(Loss) income from continuing operations | (245,291) | 97,419 | (1,535) | 149,144 | |||||||||||||||||||
EBITDA Adjustments: | |||||||||||||||||||||||
Net loss (income) from continuing operations attributable to noncontrolling interests | 6,689 | (4,470) | (3,245) | 594 | |||||||||||||||||||
(Benefit from) provision for income taxes | (24,048) | 1,183 | (1,207) | 1,194 | |||||||||||||||||||
Interest expense | 17,842 | 18,769 | 55,652 | 72,685 | |||||||||||||||||||
Interest income | (241) | (1,491) | (938) | (3,469) | |||||||||||||||||||
Share based payments | 1,584 | 2,401 | 7,250 | 9,981 | |||||||||||||||||||
Depreciation and amortization | 7,368 | 8,434 | 22,505 | 27,079 | |||||||||||||||||||
Restructuring charge | 20 | 184 | 1,934 | 505 | |||||||||||||||||||
Gain on sale and deconsolidation of businesses | — | — | — | (86,213) | |||||||||||||||||||
Gain on senior note exchange | — | (12,222) | — | (67,208) | |||||||||||||||||||
Loss (gain) on extinguishment of debt | — | 950 | (1,607) | 21,643 | |||||||||||||||||||
Impairment of tradename | 1,200 | — | 5,200 | 1,500 | |||||||||||||||||||
Impairment of equity method investment | 14,552 | — | 14,552 | — | |||||||||||||||||||
Transactions related costs and other | 1,183 | 1,047 | 5,698 | (533) | |||||||||||||||||||
Total EBITDA adjustments | 26,149 | 14,785 | 105,794 | (22,242) | |||||||||||||||||||
Adjusted EBITDA | $ | (219,142) | $ | 112,204 | $ | 104,259 | $ | 126,902 | |||||||||||||||
Operating EBITDA Adjustments: | |||||||||||||||||||||||
Trading losses (gains), net | 124,401 | (53,012) | (33,534) | (64,521) | |||||||||||||||||||
Fair value adjustments on loans | (1,215) | (1,299) | (12,005) | 5,997 | |||||||||||||||||||
Realized and unrealized losses (gains) on investments | 97,485 | (32,756) | (19,707) | (28,472) | |||||||||||||||||||
Fixed income and variable rate transaction spread | 9,609 | 32,244 | 55,407 | 52,353 | |||||||||||||||||||
Loss attributable to equity method investment in Great American Holdings, LLC | 1,042 | (6,410) | 6,547 | (2,771) | |||||||||||||||||||
(Losses) gains on investments attributable to noncontrolling interest | (9,272) | 3,891 | 2,353 | 3,719 | |||||||||||||||||||
Total Operating EBITDA Adjustments | 222,050 | (57,342) | (939) | (33,695) | |||||||||||||||||||
Operating Adjusted EBITDA | $ | 2,908 | $ | 54,862 | $ | 103,320 | $ | 93,207 | |||||||||||||||
BRC Group Holdings, Inc. | www.brcgh.com
BRC GROUP HOLDINGS, INC. | |||||||||||
Total Investments and Net Debt Reconciliation | |||||||||||
(Unaudited) | |||||||||||
(Dollars in thousands) | |||||||||||
September 30, 2026 | December 31, 2025 | ||||||||||
Cash, cash equivalents, and restricted cash | $ | 145,723 | $ | 229,277 | |||||||
Due from clearing brokers | 19,402 | 51,000 | |||||||||
Securities and other investments owned | 369,818 | 446,843 | |||||||||
Securities sold not yet purchased, at fair value | (7,897) | (9,809) | |||||||||
Loans receivable, at fair value | 10,798 | 26,303 | |||||||||
Equity investments | 68,059 | 90,433 | |||||||||
Noncontrolling interest | (32,194) | (33,305) | |||||||||
Total investments | 408,584 | 520,465 | |||||||||
Revolving credit facilities | 32,285 | 6,638 | |||||||||
Term loans, net | 115,421 | 119,297 | |||||||||
Senior notes payable, net | 988,328 | 1,301,798 | |||||||||
Total debt | 1,136,034 | 1,427,733 | |||||||||
Net debt | $ | 562,325 | $ | 626,991 | |||||||
BRC Group Holdings, Inc. | www.brcgh.com
Contacts
Mike Frank | Investor Relations | ir@brcgh.com | (212) 409-2424
Jo Anne McCusker | Media Relations | press@brcgh.com
BRC Group Holdings, Inc. | www.brcgh.com