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  4. [8-K] BRC Group Holdings, Inc. Reports Material Event

BRC Group Holdings (Nasdaq: RILY) cuts net debt and boosts H1 profit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. reported second quarter 2026 revenue of $239.1 million and net income available to common shareholders of $18.5 million, or $0.45 per diluted share. For the first six months, revenue rose 44% to $591.2 million and net income to $229.8 million, or $6.47 per diluted share.

Second quarter Adjusted EBITDA was $61.3 million and Operating Adjusted EBITDA $66.0 million; year‑to‑date Adjusted EBITDA reached $323.4 million and Operating Adjusted EBITDA $100.4 million. Net debt fell to $285.2 million from $627.0 million at December 31, 2025, while Total Investments increased to $804.5 million.

Capital Markets generated six‑month segment income of $150.4 million versus a loss in 2025, and Wealth Management and the Communications Business Group also improved profitability. Management updated its Operating Adjusted EBITDA definition to better separate investment results from core operating performance.

Positive

  • Strong year-to-date profitability: Net income available to common shareholders rose 83% to $229.8 million, or $6.47 per diluted share, for the six months ended June 30, 2026, supported by substantial gains in the investment portfolio.
  • Significant EBITDA improvement: Year-to-date Adjusted EBITDA increased to $323.4 million from $14.7 million in the prior-year period, with Operating Adjusted EBITDA rising to $100.4 million from $38.3 million.
  • Meaningful deleveraging and balance sheet recovery: Net debt declined from $627.0 million to $285.2 million, total debt fell to $1.28 billion, and BRC stockholders’ equity moved from a deficit of $(171.5) million to positive equity of $142.2 million.

Negative

  • None.

Filing Explained

The furnished quarter release reports a higher common-share base at June 30, 2026, reducing unchanged holders’ ownership percentages absent offsets.

This Form 8-K reports the company’s quarterly results for the period ended June 30, 2026; the attached release is furnished and states it is not deemed filed for Section 18 purposes.

The balance sheet reports 40,199,755 common shares issued and outstanding at June 30, 2026, versus 30,597,066 at December 31, 2025.

It also lists 100,000,000 common shares authorized; that is a capacity figure, not a report that all authorized shares were issued.

Under the supplied dilution definition, the larger issued-and-outstanding base reduces an unchanged holder’s percentage ownership absent offsetting changes.

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.
Second quarter revenue $239.1 million Three months ended June 30, 2026
H1 2026 revenue $591.2 million Six months ended June 30, 2026, up 44% from $411.4 million in 2025
H1 net income available to common shareholders $229.8 million Six months ended June 30, 2026, up 83% from $125.5 million
Q2 2026 Adjusted EBITDA $61.3 million Adjusted EBITDA for the three months ended June 30, 2026
H1 2026 Adjusted EBITDA $323.4 million Six months ended June 30, 2026 versus $14.7 million in 2025
Net debt $285.2 million As of June 30, 2026, reduced from $627.0 million at December 31, 2025
Total Investments $804.5 million As of June 30, 2026, up from $520.5 million at December 31, 2025
Total debt $1.28 billion Total debt at June 30, 2026, down from $1.43 billion at December 31, 2025
Adjusted EBITDA financial
"Adjusted EBITDA was $61.3 million in the second quarter 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Operating Adjusted EBITDA financial
"Operating Adjusted EBITDA was $66.0 million for the second quarter 2026"
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.
Net Debt financial
"Net Debt decreased to $285.2 million at June 30, 2026"
Net debt is the total amount a company owes after subtracting the cash and assets it has that can be used to pay off that debt. It shows how much debt is truly a burden, helping investors understand if a company is financially healthy or heavily borrowed. Think of it like calculating how much money you owe after using your savings to pay part of it.
Total Investments financial
"Total Investments increased to $804.5 million at June 30, 2026"
discontinued operations financial
"primarily due to substantial income from discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
noncontrolling interests financial
"Net income (loss) attributable to noncontrolling interests"
The portion of a subsidiary’s equity and profits that belongs to outside owners rather than the parent company; when a parent reports consolidated results it includes the whole subsidiary but shows the noncontrolling slice separately. Think of a company’s subsidiary as a pie where the parent owns most slices but some are held by other investors — noncontrolling interests tell you how much of the pie and its future earnings don’t belong to the parent, which affects how much profit and net assets are truly attributable to the parent’s shareholders.
Revenue $239.1 million (Q2 2026); $591.2 million (H1 2026) Quarter revenue increased from $225.3 million; H1 revenue rose 44% from $411.4 million.
Net income available to common shareholders $18.5 million (Q2 2026); $229.8 million (H1 2026) H1 net income increased 83% from $125.5 million; Q2 net income was below $137.5 million in Q2 2025 due to prior-year one-time items.
Adjusted EBITDA $61.3 million (Q2 2026); $323.4 million (H1 2026) Q2 Adjusted EBITDA was slightly above $60.0 million in Q2 2025; H1 Adjusted EBITDA rose from $14.7 million.
Net debt $285.2 million as of June 30, 2026 Net debt decreased from $627.0 million at December 31, 2025.

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FAQ

How did BRC Group Holdings (RILY) perform financially in Q2 2026?
BRC Group Holdings generated $239.1 million in Q2 2026 revenue and $18.5 million in net income available to common shareholders, or $0.45 per diluted share. Operating income was $38.2 million, with Q2 Adjusted EBITDA of $61.3 million.

What were BRC Group Holdings (RILY) year-to-date results for H1 2026?
For the six months ended June 30, 2026, BRC reported revenue of $591.2 million, up 44%, and net income available to common shareholders of $229.8 million, or $6.47 per diluted share. Year-to-date Adjusted EBITDA reached $323.4 million.

How has BRC Group Holdings (RILY) changed its leverage and net debt?
Net debt decreased to $285.2 million at June 30, 2026 from $627.0 million at December 31, 2025, while total debt declined to $1.28 billion from $1.43 billion. Management attributes the net debt reduction primarily to investment appreciation.

What are the key non-GAAP metrics BRC Group Holdings (RILY) highlights?
BRC emphasizes Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt. These measures adjust GAAP results to separate investment activity, financing and non‑cash items from core operating performance.

How did BRC Group Holdings (RILY) business segments perform in H1 2026?
In H1 2026, Capital Markets revenue increased to $225.8 million with segment income of $150.4 million. Wealth Management revenue rose to $110.1 million, generating segment income of $33.5 million. The Communications Business Group improved income despite modest revenue declines.

What was BRC Group Holdings (RILY) Total Investments balance at June 30, 2026?
Total Investments reached $804.5 million at June 30, 2026, up from $520.5 million at December 31, 2025. This includes $723.7 million of securities and other investments owned, plus loans receivable and equity investments, net of specified adjustments.
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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): August 6, 2026
BRC GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3750327-0223495
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareRILYNasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)
RILYPNasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)
RILYLNasdaq Global Market
5.00% Senior Notes due 2026RILYGNasdaq Global Market
6.50% Senior Notes due 2026RILYNNasdaq Global Market
5.25% Senior Notes due 2028RILYZNasdaq Global Market
6.00% Senior Notes due 2028RILYTNasdaq 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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 August 6, 2026, BRC Group Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended June 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 August 6, 2026
104Cover 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: August 6, 2026
2
image_8.jpg


FOR IMMEDIATE RELEASE

BRC Group Holdings, Inc. Reports Second Quarter 2026 Financial Results

Second Quarter 2026 Net Income Available to Common Shareholders of $18.5 Million;
Second Quarter 2026 Adjusted EBITDA of $61.3 Million; Operating Adjusted EBITDA of $66.0 Million

LOS ANGELES, August 6, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRCGH” or the “Company”), a diversified holding company, today released its financial results for the three and six months ended June 30, 2026.

Second Quarter and Six Months Ended June 30, 2026 Highlights
•Revenues: Year-to-date revenues increased 44% to $591.2 million; second quarter revenues increased to $239.1 million, up from $225.3 million in the prior-year period.
•Net Income: Year-to-date net income available to common shareholders increased 83% to $229.8 million, or $6.47 per diluted share. Second quarter net income was $18.5 million, compared to $137.5 million in the prior-year period.
•Adjusted EBITDA(3): Year-to-date Adjusted EBITDA increased to $323.4 million, up from $14.7 million in the prior year period. Second quarter Adjusted EBITDA was $61.3 million, with Operating Adjusted EBITDA(4) of $66.0 million.
•Debt Reduction: Total Debt decreased by $150.7 million during the first six months to $1.28 billion, Net Debt(5) reduced by $341.7 million to $285.2 million.
•Investment Portfolio: Total Investments(6) increased to $804.5 million, including $723.7 million of securities and other investments owned as of June 30, 2026.
•Talent Recruiting: Five senior producers added to B. Riley Securities during the quarter, including three key alumni.
Bryant Riley, Chairman and Co-Chief Executive Officer, commented:
“For the second quarter, we generated $18.5 million in net income, and $66.0 million in Operating Adjusted EBITDA - our highest core operating result since the third quarter of 2023. Over the first six months of the year, net income totaled $229.8 million and we continued to strengthen our balance sheet, reducing Net Debt by $341.7 million over the first six months to $285.2 million as of quarter-end. These consolidated results were supported by the strong foundation of our diversified platform, anchored by proven deal execution in Capital Markets, disciplined operating leverage in Wealth Management, reliable cash conversion in our Communications portfolio, and steady operational progress in Consumer Products.”

“B. Riley Securities delivered a strong quarter, translating deepened client relationships into deal execution, and drawing senior talent to the firm. We participated in transactions representing over $21 billion in total deal value, and helped clients raise $8.5 billion in combined equity and debt capital. This included $3.5 billion in equity issuance - our highest level in over four years - and nearly $5.0 billion in debt issuance, extending a record 12-month run. We saw particular strength in sectors driving today's capital formation, including AI and data center infrastructure, power and energy, and business development companies (BDCs). The momentum we are creating makes us a destination for top talent, evidenced by the five senior producers we added this quarter - including alumni choosing to rejoin our platform.”

“A core differentiator of our platform is our ability to convene the market and surface proprietary ideas. In May, our 26th Annual Institutional Investor Conference brought issuers and investors together around approximately 180 companies, alongside our 15th 'Big Fighters, Big Cause' charitable gala. Our focus remains on execution and creative capital deployment to deliver for our colleagues, clients, partners, and shareholders, and we look forward to carrying this momentum into our Consumer TMT Conference in New York on September 10th, and our annual Convergence Conference in December.”



BRC Group Holdings, Inc. | www.brcgh.com



Second Quarter and Six Months Ended June 30, 2026 Financial Summary
Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in thousands, except for per share data)
2026
2025
2026
2025
Net income available to common shareholders
$
18,534 
$
137,456 
$
229,792 
$
125,466 
Basic income per common share
$
0.49 
$
4.50 
$
6.59 
$
4.11 
Diluted income per common share
$
0.45 
$
4.50 
$
6.47 
$
4.11 
Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in thousands)
2026
2025
2026
2025
Operating Revenues (1)
$
239,360 
$
208,352 
$
456,551 
$
421,878 
Investment Gains (Losses) (2)
(243)
16,950 
134,626 
(10,513)
      Total Revenues
$
239,117 
$
225,302 
$
591,177 
$
411,365 
Total Adjusted EBITDA (3)
$
61,250 
$
60,015 
$
323,401 
$
14,698 
Operating Adjusted EBITDA (4)
$
66,032 
$
43,282 
$
100,412 
$
38,345 
•Net income available to common shareholders was $18.5 million, or $0.45 per diluted share, for the second quarter 2026, compared to $137.5 million, or $4.50 per diluted share, for the second quarter 2025, primarily due to substantial income from discontinued operations and gain on senior note exchange included in the prior-year period. For the six months 2026, net income available to common shareholders increased to $229.8 million, or $6.47 per diluted share, from $125.5 million, or $4.11 per diluted share, for the six months 2025, driven primarily by substantial gains on the Company's investment portfolio.
•Revenues were $239.1 million in the second quarter 2026, up from $225.3 million in the second quarter 2025, driven primarily by a 50% year-over-year increase in Wealth Management segment revenues. For the six months 2026, revenues increased 44% to $591.2 million, up from $411.4 million in the year-ago period, primarily due to substantial trading gains in 2026 and higher service and fees revenue in Capital Markets.
•Adjusted EBITDA(3) was $61.3 million in the second quarter 2026, up from $60.0 million in the second quarter 2025. For the six months 2026, Adjusted EBITDA(3) was $323.4 million, up from $14.7 million for the same year-ago period.
•Operating Adjusted EBITDA(4) was $66.0 million for the second quarter 2026, up from $43.3 million in the second quarter 2025. For the six months 2026, Operating Adjusted EBITDA(4) was $100.4 million, up from $38.3 million for the six months 2025.
•Net Debt(5) decreased to $285.2 million at June 30, 2026 from $627.0 million at December 31, 2025, a decrease of approximately $341.7 million, with Total Debt of $1.28 billion, down from $1.43 billion. The reduction in Net Debt was primarily due to investment appreciation.
•Cash, cash equivalents, and restricted cash totaled $155.6 million at June 30, 2026, compared to $229.3 million at December 31, 2025.
•Total Investments(6) increased to $804.5 million at June 30, 2026, up from $520.5 million at December 31, 2025, with securities and other investments owned of $723.7 million, up from $446.8 million.
BRC Group Holdings, Inc. | www.brcgh.com



Segment Operations Second Quarter and Six Months Ended June 30, 2026 Financial Results Summary
Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in thousands)
2026
2025
2026
2025
Segment Revenues
Capital Markets
$
53,712 
$
61,292 
$
225,823 
$
63,392 
Wealth Management
57,953 
38,621 
110,128 
85,899 
Lingo
38,788 
39,907 
79,578 
81,460 
magicJack
8,567 
9,777 
17,350 
19,578 
Marconi Wireless
7,368 
9,232 
14,905 
18,719 
UOL
2,881 
3,287 
5,702 
6,920 
Consumer Products
43,537 
43,284 
87,652 
85,387 
Segment Income (Loss)
Capital Markets
$
13,118 
$
17,220 
$
150,353 
$
(18,523)
Wealth Management
17,518 
(1,319)
33,502 
405 
Lingo
5,319 
2,927 
9,083 
5,326 
magicJack
4,173 
5,090 
8,424 
9,706 
Marconi Wireless
2,997 
1,805 
6,074 
3,549 
UOL
1,489 
1,550 
2,962 
3,404 
Consumer Products
(5,692)
(5,904)
(8,333)
(11,045)
•Capital Markets: Segment revenues were $53.7 million for the second quarter 2026, compared to $61.3 million in the second quarter 2025, and segment income was $13.1 million compared to $17.2 million for the same year ago period. For the six months, segment revenues increased to $225.8 million from $63.4 million for the prior year six month period, and segment income increased to $150.4 million, up from a loss of $(18.5) million, driven primarily by investment gains and increases in underwriting and advisory activity.
•Wealth Management: Segment revenues increased to $58.0 million in the second quarter 2026, up from $38.6 million in the second quarter 2025, and segment income increased to $17.5 million, up from a loss of $(1.3) million. For the six months, segment revenues rose to $110.1 million from $85.9 million, and segment income increased to $33.5 million from $0.4 million. The improvement in segment revenue and segment income for the quarter and year-to-date periods was driven primarily by strong contributions from high-margin structured financing and carried-interest activity. B. Riley Wealth had approximately $12.1 billion of client assets under management at June 30, 2026.
•Communications Business Group (“CBG”) (Lingo, magicJack, Marconi Wireless, and UOL Reportable Segments): On a combined basis, CBG revenues were $57.6 million in the second quarter 2026 compared to $62.2 million in the second quarter 2025, while CBG income increased to $14.0 million for the second quarter 2026, up from $11.4 million in the second quarter 2025. For the six months, CBG revenues, on a combined basis, were $117.5 million, compared to $126.7 million, and CBG income rose to $26.5 million, up from $22.0 million. CBG income improved primarily due to successful cost reduction initiatives, which more than offset a revenue decline driven by expected customer attrition.
•Consumer Products: Segment revenues increased to $43.5 million in the second quarter 2026, up from $43.3 million in the second quarter 2025, and segment loss narrowed to $(5.7) million from $(5.9) million. For the six months, segment revenues increased to $87.7 million, up from $85.4 million, and segment loss narrowed to $(8.3) million, from $(11.0) million, driven by improvements across distribution and e-commerce channel sales.
BRC Group Holdings, Inc. | www.brcgh.com




Change in Non-GAAP Measures Presentation
The Company has updated its Operating Adjusted EBITDA calculation with adjustments that management believes better bifurcate investments from operating businesses and reflect true core operational performance. 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 non-controlling 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, August 6, 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, August 20, 2026.

About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, communications, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRCGH deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Operating Revenue, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) including in the case of Operating Revenue, services and fees, interest income – loans, interest income - securities lending, fixed income spread, trading gains attributable to variable rate transaction spread, and sales of goods; (ii) including in the case of Investment Gains (Losses), trading gains (losses), net and fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread; (iii) excluding in the case of Adjusted EBITDA, 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 and tradenames, share-based compensation and transaction related and other costs; (iv) excluding in the case of Operating Adjusted EBITDA, 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 non-controlling interest, and income (loss) related to the Company's equity investment in Great American Holdings, LLC; (v) including in the case of Total Investments, 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) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit
BRC Group Holdings, Inc. | www.brcgh.com


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) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). 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.

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) service 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) sales 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 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 and tradenames, 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, and (iv) gains (losses) on investments attributable to non-controlling interest, and (v) income (loss) from the Company's equity investment in Great American Holdings, LLC.
(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 expectations regarding the continued strength, deal execution, and operating leverage of our core businesses; 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; the episodic nature of our capital markets business and the unpredictable timing of transaction closings; our ability to maintain disciplined operating leverage and reliable cash conversion across our operating segments; 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 2025 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report on Form 10-Q for
BRC Group Holdings, Inc. | www.brcgh.com


the quarter ended June 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)
June 30,
2026
December 31,
2025
(Unaudited)
Assets
Assets:
Cash and cash equivalents
$
154,112 
$
226,601 
Restricted cash
1,530 
2,676 
Due from clearing brokers
31,706 
51,000 
Securities and other investments owned ($660,185 and $382,461 at fair value)
723,715 
446,843 
Securities borrowed
206,717 
114,937 
Accounts receivable, net of allowance for credit losses of $6,209 and $6,108
61,382 
55,473 
Loans receivable, at fair value ($1,035 and $2,835 from related parties)
38,802 
26,303 
Equity investments
84,817 
90,433 
Prepaid expenses and other assets
110,862 
128,650 
Operating lease right-of-use assets
38,476 
32,109 
Property and equipment, net
17,850 
17,606 
Goodwill
392,687 
392,687 
Other intangible assets, net
101,867 
118,290 
Deferred income taxes
794 
763 
Assets of discontinued operations
2,221 
2,221 
Total assets
$
1,967,538 
$
1,706,592 
Liabilities and Equity (Deficit)
Liabilities:
Accounts payable
$
35,475 
$
41,463 
Accrued expenses and other liabilities ($797 and $6,400 at fair value)
156,333 
154,780 
Deferred revenue
46,985 
49,907 
Deferred income taxes
4,642 
4,109 
Securities sold not yet purchased, at fair value
9,487 
9,809 
Securities loaned
189,192 
97,321 
Operating lease liabilities
46,307 
40,902 
Revolving credit facilities
31,316 
6,638 
Term loans, net
115,770 
119,297 
Senior notes payable, net
1,129,966 
1,301,798 
Liabilities of discontinued operations
830 
830 
Total liabilities
1,766,303 
1,826,854 
Commitments and contingencies
BRC Group Holdings, Inc. | www.brcgh.com


BRC Group Holdings, Inc. stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding and liquidation preference of $126,172 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
680,097 
598,022 
Accumulated deficit
(529,464)
(763,286)
Accumulated other comprehensive loss
(8,468)
(6,272)
Total BRC Group Holdings, Inc. stockholders’ equity (deficit)
142,169 
(171,533)
Noncontrolling interests
59,066 
51,271 
Total equity (deficit)
201,235 
(120,262)
Total liabilities and equity (deficit)
$
1,967,538 
$
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
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Revenues:
Services and fees ($6,976 and $5,121 for the three months and $12,899 and $7,849 for the six months ended June 30, 2026 and 2025 from related parties, respectively)
$
173,595 
$
145,772 
$
325,717 
$
304,611 
Trading gains, net
12,874 
27,680 
157,935 
11,509 
Fair value adjustments on loans ($82 and $(992) for the three months and $56 and $(3,137) for the six months ended June 30, 2026 and 2025 from related parties, respectively)
4,245 
800 
10,790 
(7,296)
Interest income - loans ($— and $475 for the three months and $— and $1,171 for the six months ended June 30, 2026 and 2025 from related parties, respectively)
2,171 
3,853 
3,885 
7,049 
Interest income - securities lending
1,632 
2,124 
2,883 
2,964 
Sale of goods
44,600 
45,073 
89,967 
92,528 
Total revenues
239,117 
225,302 
591,177 
411,365 
Operating expenses:
Direct cost of services
29,364 
33,216 
61,066 
75,916 
Cost of goods sold
31,361 
35,113 
63,726 
71,846 
Selling, general and administrative expenses
133,377 
142,369 
267,725 
309,757 
Restructuring charge
1,914 
321 
1,914 
321 
Impairment of tradename
4,000 
1,500 
4,000 
1,500 
Interest expense - Securities lending and loan participations sold
906 
1,968 
1,623 
2,687 
Total operating expenses
200,922 
214,487 
400,054 
462,027 
Operating income (loss)
38,195 
10,815 
191,123 
(50,662)
Other income (expense):
Interest income
339 
492 
697 
1,978 
Dividend income
133 
122 
802 
257 
Realized and unrealized gains (losses) on investments
12,092 
10,216 
117,192 
(4,284)
Change in fair value of financial instruments and other
1,546 
11,884 
(2,881)
12,806 
Gain on sale and deconsolidation of businesses
— 
5,372 
— 
86,213 
Gain on senior note exchange
— 
44,454 
— 
54,986 
(Loss) income from equity investments
(5,459)
25,603 
(4,133)
25,051 
(Loss) gain on extinguishment of debt
(1,283)
(10,266)
1,607 
(20,693)
Interest expense
(18,016)
(23,952)
(37,810)
(53,916)
Income from continuing operations before income taxes
27,547 
74,740 
266,597 
51,736 
BRC Group Holdings, Inc. | www.brcgh.com


Provision for income taxes
(5,950)
(3,053)
(22,841)
(11)
Income from continuing operations
21,597 
71,687 
243,756 
51,725 
Income from discontinued operations, net of income taxes
— 
69,312 
— 
72,707 
Net income
21,597 
140,999 
243,756 
124,432 
Net income (loss) attributable to noncontrolling interests
1,048 
1,528 
9,934 
(5,064)
Net income attributable to BRC Group Holdings, Inc.
$
20,549 
$
139,471 
$
233,822 
$
129,496 
Preferred stock dividends
2,015 
2,015 
4,030 
4,030 
Net income available to common shareholders
$
18,534 
$
137,456 
$
229,792 
$
125,466 
Basic net income per common share:
Continuing operations
$
0.49 
$
2.23 
$
6.59 
$
1.73 
Discontinued operations
— 
2.27 
— 
2.38 
Basic income per common share
$
0.49 
$
4.50 
$
6.59 
$
4.11 
Diluted net income per common share:
Continuing operations
$
0.45 
$
2.23 
$
6.47 
$
1.73 
Discontinued operations
— 
2.27 
— 
2.38 
Diluted income per common share
$
0.45 
$
4.50 
$
6.47 
$
4.11 
Weighted average basic common shares outstanding
37,811,031 
30,527,835 
34,879,728 
30,512,757 
Weighted average diluted common shares outstanding
38,422,185 
30,527,835 
35,311,001 
30,512,757 

BRC Group Holdings, Inc. | www.brcgh.com


BRC GROUP HOLDINGS, INC.
Operating Revenues Reconciliation
(Unaudited)
(Dollars in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Total revenues
$
239,117 
$
225,302 
$
591,177 
$
411,365 
Operating revenues adjustments:
Trading gains, net
(12,874)
(27,680)
(157,935)
(11,509)
Fair value adjustments on loans
(4,245)
(800)
(10,790)
7,296 
Fixed income and trading gains attributable to variable rate transactions spread
17,362 
11,530 
34,099 
14,726 
Total operating revenue adjustments
243 
(16,950)
(134,626)
10,513 
Operating revenues
$
239,360 
$
208,352 
$
456,551 
$
421,878 
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
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Net income attributable to BRC Group Holdings, Inc.
$
20,549 
$
139,471 
$
233,822 
$
129,496 
Income from discontinued operations, net of income taxes
— 
69,312 
— 
72,707 
Net (income) loss attributable to noncontrolling interests
(1,048)
(1,528)
(9,934)
5,064 
Income from continuing operations
21,597 
71,687 
243,756 
51,725 
EBITDA Adjustments:
Net (income) loss from continuing operations attributable to noncontrolling interests
(1,048)
(1,528)
(9,934)
5,064 
Provision for income taxes
5,950 
3,053 
22,841 
11 
Interest expense
18,016 
23,952 
37,810 
53,916 
Interest income
(339)
(492)
(697)
(1,978)
Share based payments
3,226 
4,234 
5,666 
7,580 
Depreciation and amortization
7,548 
8,648 
15,137 
18,645 
Restructuring charge
1,914 
321 
1,914 
321 
Gain on sale and deconsolidation of businesses
— 
(5,372)
— 
(86,213)
Gain on senior note exchange
— 
(44,454)
— 
(54,986)
Loss (gain) on extinguishment of debt
1,283 
10,266 
(1,607)
20,693 
Impairment of tradename
4,000 
1,500 
4,000 
1,500 
Transactions related costs and other
(897)
(11,800)
4,515 
(1,580)
Total EBITDA adjustments
39,653 
(11,672)
79,645 
(37,027)
Adjusted EBITDA
$
61,250 
$
60,015 
$
323,401 
$
14,698 
Operating EBITDA Adjustments:
Trading gains, net
$
(12,874)
$
(27,680)
$
(157,935)
$
(11,509)
Fair value adjustments on loans
(4,245)
(800)
(10,790)
7,296 
Realized and unrealized (gains) losses on investments
(12,092)
(10,216)
(117,192)
4,284 
Fixed income and variable rate transaction spread
27,984 
16,913 
45,798 
20,109 
Loss attributable to equity method investment in Great American Holdings, LLC
5,827 
3,190 
5,505 
3,639 
Gains (losses) on investments attributable to non-controlling interest
182 
1,860 
11,625 
(172)
Total Operating EBITDA Adjustments
4,782 
(16,733)
(222,989)
23,647 
Operating Adjusted EBITDA
$
66,032 
$
43,282 
$
100,412 
$
38,345 
BRC Group Holdings, Inc. | www.brcgh.com



BRC GROUP HOLDINGS, INC.
Total Investments and Net Debt Reconciliation
(Unaudited)
(Dollars in thousands)
June 30,
2026
December 31,
2025
Cash, cash equivalents, and restricted cash
$
155,642 
$
229,277 
Due from clearing brokers
31,706 
51,000 
Securities and other investments owned
723,715 
446,843 
Securities sold not yet purchased, at fair value
(9,487)
(9,809)
Loans receivable, at fair value
38,802 
26,303 
Equity investments
84,817 
90,433 
Noncontrolling interest
(33,390)
(33,305)
Total investments
804,457 
520,465 
Revolving credit facilities
31,316 
6,638 
Term loans, net
115,770 
119,297 
Senior notes payable, net
1,129,966 
1,301,798 
 Total debt
1,277,052 
1,427,733 
Net debt
$
285,247 
$
626,991 
BRC Group Holdings, Inc. | www.brcgh.com



Contacts

Investors
Mike Frank
mfrank@brcgh.com

Media
Jo Anne McCusker
press@brcgh.com
BRC Group Holdings, Inc. | www.brcgh.com

Source: View Original Filing on SEC EDGAR

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