[8-K] BRC Group Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

BRC Group Holdings, Inc. terminated its guaranty in favor of Axos Bank related to Babcock & Wilcox Enterprises, Inc.’s credit agreement. The guaranty, originally dated January 18, 2024, was ended on February 25, 2026, in connection with a Tenth Amendment to the B&W Axos Credit Agreement.

The company states it was not required to make any payments in connection with ending this Axos Guaranty, meaning the contingent obligation was removed without a cash outlay. The Tenth Amendment to the credit and security agreements among B&W, its guarantors, the lenders, and Axos Bank is filed as an exhibit.

Insights

Credit & Capital Structure Analyst

Guaranty termination removes a contingent liability without cash cost.

BRC Group Holdings has terminated its Axos Guaranty tied to Babcock & Wilcox credit facilities. This ends a material definitive agreement under which BRC had previously guaranteed obligations to Axos Bank and other secured parties under the B&W Axos Credit Agreement.

The filing notes BRC made no payments to achieve this termination, so there is no immediate cash impact. Economically, this shifts BRC from being a guarantor to having no ongoing obligation under that agreement, which can simplify its risk profile and contingent exposure.

The change stems from a Tenth Amendment to B&W’s credit and security agreements dated February 25, 2026. Future company filings may provide additional context on how the removal of this guaranty interacts with BRC’s broader financing arrangements and risk management posture.

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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): February 25, 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 Share)		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 1.02 Termination of a Material Definitive Agreement.

On February 25, 2026, the guaranty dated January 18, 2024 (the “Axos Guaranty”) by BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) in favor of Axos Bank, as administrative agent (the “Agent”), and the secured parties under that certain Credit Agreement, dated as of January 18, 2024 (as amended, the “B&W Axos Credit Agreement”), among Babcock & Wilcox Enterprises, Inc. (“B&W”), the guarantors party thereto, the lenders party thereto, and the Agent, was terminated and is of no further force and effect.

The Axos Guaranty was terminated in connection with the Tenth Amendment to Credit Agreement and Amendment to Security Agreement, dated as of February 25, 2026 (the “Tenth Amendment”), among B&W, the guarantors party thereto, the lenders party thereto, and the Agent. The Company was not required to make any payments in connection with the termination of the Axos Guaranty.

The foregoing description of the Tenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Tenth Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Tenth Amendment to Credit Agreement and Amendment to Security Agreement, dated as of February 25, 2026, among Babcock & Wilcox Enterprises, Inc., the guarantors party thereto, the lenders party thereto, and Axos Bank, as administrative agent*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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. (f/k/a B. Riley Financial, Inc.)
	By:	/s/ Scott Yessner
	Name:	Scott Yessner
	Title:	EVP & CFO

Date: March 3, 2026

2

FAQ

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

BRC Group Holdings disclosed that its guaranty in favor of Axos Bank, related to Babcock & Wilcox’s credit agreement, was terminated on February 25, 2026. The company reported that this Axos Guaranty is now of no further force and effect following a Tenth Amendment to the loan documents.

Which agreement related to BRC Group Holdings’ Axos Guaranty was amended?

The termination of BRC Group Holdings’ Axos Guaranty was tied to the Tenth Amendment to the B&W Axos Credit Agreement and an Amendment to the Security Agreement. These amendments involve Babcock & Wilcox Enterprises, its guarantors, the lenders, and Axos Bank as administrative agent.

Did BRC Group Holdings (RILY) make any payments to terminate the Axos Guaranty?

BRC Group Holdings stated it was not required to make any payments in connection with the termination of the Axos Guaranty. This indicates the guaranty was released as part of the amended credit documentation without an associated cash settlement from BRC.

What was the original date of the Axos Guaranty terminated by BRC Group Holdings?

The Axos Guaranty that BRC Group Holdings terminated was originally dated January 18, 2024. It had guaranteed obligations under Babcock & Wilcox’s credit agreement with Axos Bank and other lenders before being fully released on February 25, 2026.

Who are the main parties involved in the Tenth Amendment to the B&W Axos Credit Agreement?

The Tenth Amendment involves Babcock & Wilcox Enterprises, Inc., the guarantors party to the agreement, the lenders party to the agreement, and Axos Bank as administrative agent. BRC Group Holdings’ guaranty was terminated in connection with this multi-party amendment.

Where can investors find the full text of the Tenth Amendment mentioned by BRC Group Holdings?

The full text of the Tenth Amendment to the Credit Agreement and Amendment to the Security Agreement is filed as Exhibit 10.1. It is incorporated by reference, allowing investors to review the complete terms directly in the exhibit section of the company’s report.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT, DATED A 105.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 5.1 KB
• EX-101 XBRL DEFINITION FILE 28.7 KB
• EX-101 XBRL LABEL FILE 39.9 KB
• EX-101 XBRL PRESENTATION FILE 27.2 KB