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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. |
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
