BRC Group Holdings (RILY) director D’Agostino to leave Board after 2026 annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. announced that director Robert D’Agostino has decided not to stand for re-election at the company’s 2026 annual meeting of stockholders. He informed the company of his decision on April 2, 2026 and will continue serving on the Board and his current committees until his term ends on the date of the annual meeting.

The company states that Mr. D’Agostino’s decision was not due to any disagreement with the company or its management regarding operations, policies, or practices, indicating a planned and non-contentious transition in board composition.

8-K Event Classification

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

1 item

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

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

Key Figures

Notification date: April 2, 2026 Filing signature date: April 9, 2026 6.875% Series A preferred: 6.875% +2 more

5 metrics

Notification date April 2, 2026 Date Robert D’Agostino informed company he will not stand for re-election

Filing signature date April 9, 2026 Date the 8-K report was signed by the EVP & CFO

6.875% Series A preferred 6.875% Coupon rate on Series A Cumulative Perpetual Preferred represented by RILYP

7.375% Series B preferred 7.375% Coupon rate on Series B Cumulative Perpetual Preferred represented by RILYL

Senior notes 2026 coupon 5.00% and 6.50% Interest rates on senior notes due 2026 traded as RILYG and RILYN

Key Terms

Cumulative Perpetual Preferred, Senior Notes, Emerging growth company, Item 5.02(a), +1 more

5 terms

Cumulative Perpetual Preferred financial

"Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share)"

Senior Notes financial

"5.00% Senior Notes due 2026 | | RILYG | | Nasdaq Global Market"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Emerging growth company regulatory

"Emerging growth company Item 5.02(a) Departure of Directors or Certain Officers"

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

Item 5.02(a) regulatory

"Item 5.02(a) Departure of Directors or Certain Officers; Election of Directors"

Depositary Shares financial

"Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Understanding 8-K Material Events →

04/09/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 2, 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
6.50% Senior Notes due 2026	RILYN	Nasdaq Global Market
5.25% Senior Notes due 2028	RILYZ	Nasdaq Global Market
6.00% Senior Notes due 2028	RILYT	Nasdaq Global Market

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 2, 2026, Robert D’Agostino, a member of the Company’s Board of Directors (“Board”), informed BRC Group Holdings, Inc. (the “Company”) of his decision not to stand for re-election at the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”). Mr. D’Agostino intends to continue to serve as a member of the Board and on his current committees through the end of his current term, which ends on the date of the Annual Meeting. Mr. D’Agostino’s decision to not stand for re-election was not the result of any disagreement with the Company or its management on any matters related to the Company’s operations, policies or practices.

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: April 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BRC Group Holdings (RILY) announce about director Robert D’Agostino?

BRC Group Holdings announced that director Robert D’Agostino will not stand for re-election at the 2026 annual meeting. He will remain on the Board and its committees until his current term ends on the date of that meeting.

When did Robert D’Agostino notify BRC Group Holdings (RILY) of his decision?

Robert D’Agostino informed BRC Group Holdings of his decision on April 2, 2026. This formal notice triggers disclosure under Item 5.02 of Form 8-K regarding director departures or decisions not to stand for re-election.

Is Robert D’Agostino leaving the BRC Group Holdings (RILY) Board immediately?

No. Robert D’Agostino will continue serving on the Board and his current committees until his term expires at the 2026 annual meeting. His role and responsibilities remain in place through that date.

Did Robert D’Agostino have any disagreements with BRC Group Holdings (RILY)?

The company states that his decision was not due to any disagreement with BRC Group Holdings or its management. This includes no disagreements over operations, policies, or practices, suggesting an orderly and amicable transition.

Which securities of BRC Group Holdings (RILY) are listed on Nasdaq?

BRC Group Holdings lists its common stock and several debt and preferred instruments on Nasdaq, including 6.875% Series A and 7.375% Series B preferred depositary shares and senior notes bearing 5.00%, 6.50%, 5.25%, and 6.00% interest rates due in 2026 and 2028.

Under which item of Form 8-K did BRC Group Holdings (RILY) disclose this change?

The disclosure appears under Item 5.02(a) of Form 8-K. This item covers departures of directors or certain officers, elections of directors, appointments of certain officers, and related compensatory arrangements requiring prompt public reporting.

Filing Exhibits & Attachments

4 documents