Every 8-K that BRC Group Holdings, Inc. (RILY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RILY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RILY filings page.
BRC Group Holdings, Inc. (RILY) reported that its Compensation Committee approved Amendment No. 1 to the amended and restated employment agreement with Co-Chief Executive Officer Bryant R. Riley, effective August 25, 2026. The amendment keeps the Executive compensated under the existing Incentive Program through the earlier of the end of fiscal year 2027 or termination of his participation under the agreement as amended. It removes all references to a “Holdback Amount,” so amounts earned by the Executive will not be subject to holdback. It also deletes a provision that prohibited the Executive from receiving an equity award during the Employment Period, allowing for potential equity grants. The full amendment is provided as Exhibit 10.1 and incorporated by reference.
BRC Group Holdings, Inc. entered into Amendment No. 5 to its Credit Agreement with Oaktree Fund Administration, LLC and other lenders through subsidiary BR Financial Holdings, LLC. The amendment updates the borrowing base by removing certain assets and increasing the percentage credit for others.
It clarifies that the springing maturity of the Initial Term Loan will not be triggered by the Company’s September 2026 or December 2026 bonds. The amendment replaces the Initial Term Loan exit fee with an amendment fee of $3,1250,000, which is added to the term loan principal and payable at maturity. Additional carve-outs and baskets are added, including capacity to repurchase up to $25 million of unsecured notes, expanded flexibility for equity line and variable rate transactions by subsidiaries, and an extended investment basket through the Maturity Date.
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.
BRC Group Holdings, Inc. disclosed a change to compensation timing for its executive chairman, Bryant Riley. Under his Amended and Restated Employment Agreement, beginning in fiscal 2026, 20% of compensation is deposited into a Holdback Account, with potential release in the first quarter of fiscal 2027 at the Compensation Committee’s discretion. On June 29, 2026, the Committee approved a limited waiver to Section 3.2 of the agreement, allowing the immediate release of Holdback Account amounts attributable to the first and second quarters of 2026. The company states this waiver reflects “exemplary performance and results” for the first half of fiscal 2026. All other terms of the Employment Agreement and the Holdback Account remain in effect.
BRC Group Holdings, Inc. is providing updated information about its indirect economic interest in Space Exploration Technologies Corp. (“SpaceX”) through carried interests in special purpose vehicles formed for client investments. Between 2018 and 2021, clients invested approximately $233 million into these SPVs.
The company explains that its subsidiaries earn a share of returns on a portion of these investments and that the value of this carried interest depends on SpaceX’s trading price. At a SpaceX share price reference of $160.95, each $5.00 move in the stock is estimated to change BRC’s net carried interest by about $2.3 million.
All amounts are preliminary, unaudited management estimates and are subject to IPO lock-up restrictions that expire in stages through the rest of the calendar year. The company cautions that SpaceX’s stock could be volatile and that actual value or net proceeds from this carried interest may ultimately be materially lower or may not be realized.
BRC Group Holdings, Inc. reported unregistered exchanges of senior notes for common stock under Section 3(a)(9) of the Securities Act. On May 14, 2026, it agreed to issue 1,129,918 shares of common stock to DBA Trading, LLC in exchange for several series of its Senior Notes.
On June 4, 2026, the company issued an additional 930,765 shares of common stock to the same institutional accredited investor in a similar exchange for various Senior Notes. In total, 780,070 units of exchanged Senior Notes were cancelled, and the company received no cash proceeds. As of June 4, 2026, common shares outstanding were 40,194,696.
BRC Group Holdings, Inc. reported the final results of stockholder voting from its 2026 annual meeting held on May 19, 2026. Seven director nominees, including Bryant R. Riley and Thomas J. Kelleher, each received over 11.4 million votes in favor, with significantly fewer votes against.
Stockholders also voted on two additional proposals, with one receiving about 21.7 million votes for and another receiving about 10.7 million votes for, alongside reported abstentions and broker non-votes. The company also listed its common stock, preferred share depositary shares, and several series of senior notes as securities registered on the Nasdaq Global Market.
BRC Group Holdings, Inc. reported a sharp turnaround in first quarter 2026, with net income available to common shareholders of $211.3 million and total revenues of $352.1 million, compared with a loss and $186.1 million of revenues a year earlier. Basic EPS rose to $6.62 from $(0.39), reflecting strong trading gains and lower operating expenses.
Adjusted EBITDA reached $262.2 million and Operating Adjusted EBITDA was $34.6 million, both improving from losses in 2025. The company reduced total debt to $1.30 billion and Net Debt to $372.4 million, while securities and other investments owned increased to $639.7 million.
Capital Markets segment revenues jumped to $172.1 million with segment income of $137.2 million, and Wealth Management generated $52.2 million of revenue and $16.0 million of income, with $11.9 billion of client assets under management. BRC plans to repurchase minority shares of B. Riley Securities and merge it with B. Riley Wealth, targeting completion by year-end.
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.
BRC Group Holdings, Inc. reported a sharp turnaround in 2025 results. Net income available to common shareholders rose to $84.8 million in Q4 2025 and $299.4 million for full year 2025, compared with $0.9 million and a $(772.3) million loss in 2024. Total revenues reached $278.4 million in Q4 and $967.6 million for the year, both higher than 2024, helped mainly by investment gains.
Adjusted EBITDA improved to $104.2 million in Q4 and $231.1 million for 2025, versus large negative amounts in 2024, while Operating Adjusted EBITDA grew to $112.1 million for the year. Debt reduction was significant: total debt fell to $1.43 billion and Net Debt to $627.0 million at December 31, 2025, down from $1.77 billion and $1.06 billion a year earlier.
BRC Group Holdings, Inc. detailed a series of bond-for-equity exchanges and note repurchases that will reduce outstanding debt by approximately $37.9 million. The company agreed to issue an aggregate of 4,201,300 shares of common stock in exchange for 1,343,551 units of senior notes across multiple series and repurchased 171,703 units of 5.0% senior notes due 2026 for about $4.0 million in cash.
As of March 10, 2026, common stock outstanding was 34,361,979 shares, and is expected to be 34,798,366 shares after the March 12 exchange closes. Separately, the company plans to redeem approximately $96 million of 5.50% Senior Notes due 2026 on March 30, 2026, and expects to file its 2025 Form 10-K by the extended March 31, 2026 deadline after submitting a Form 12b‑25. The compensation committee also approved a $700,000 2025 bonus for CFO Scott Yessner, bringing his 2025 total compensation to $2,522,293.
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.
BRC Group Holdings, Inc. filed an 8-K to provide recast 2024 financial information, mainly to show its Financial Consulting segment (GlassRatner and Farber) as discontinued operations in support of a Form S-1. For 2024, the company reported a net loss available to common shareholders of about $772 million, a sharp deterioration from roughly $108 million in 2023, driven by large non-cash hits.
Key pressures included fair value adjustments on loans of $325.5 million, heavy realized and unrealized investment losses of $263.7 million, and $105.4 million of goodwill and intangible impairments, largely tied to Consumer Products and E‑Commerce. Securities and other investments declined from $809.0 million to $282.3 million, and loans receivable fell from $532.4 million to $90.1 million, reflecting markdowns and repayments, particularly related to Freedom, Vintage Capital, Conn’s and other credits.
Despite the loss, BRC emphasized a shift toward balance sheet repair. Total indebtedness decreased from $2.4 billion at year-end 2023 to $1.8 billion at year-end 2024 as the company used proceeds from major asset sales, including brand assets, Great American Group and later Atlantic Coast Recycling and GlassRatner/Farber, along with a partial wealth-management sale. Subsequent to year-end, BRC put Nogin into an assignment for the benefit of creditors, entered a new secured credit facility with Oaktree, redeemed its 6.375% 2025 notes, exchanged portions of multiple senior notes into new 8.00% second-lien notes due 2028, and suspended dividends on its Series A and B preferred stock. At December 31, 2024, BRC reported $146.9 million of unrestricted cash, $100.5 million of restricted cash, and reiterated that debt reduction via additional monetizations is expected to remain a priority.
BRC Group Holdings, Inc. reported that on January 27, 2026 it received a letter from Nasdaq confirming the company has regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1), restoring its status with Nasdaq’s listing requirements.
Nasdaq also imposed a one-year “Mandatory Panel Monitor” under Listing Rule 5815(d)(4)(B). During this period, if BRC Group fails to timely meet the Periodic Filing Rule, it would receive a Delist Determination Letter without the chance to first submit a compliance plan, but could request a hearing and stay of delisting. The company announced the compliance news in a January 28, 2026 press release furnished as an exhibit.
BRC Group Holdings, Inc. filed an 8-K to furnish a press release with unaudited preliminary estimated financial information for the three-month and twelve-month periods ended December 31, 2025. The press release is included as Exhibit 99.1 and is treated as furnished, not filed, under securities laws.
BRC Group Holdings, Inc. disclosed two key changes affecting its capital structure and executive compensation. The company and its subsidiary BR Financial Holdings, LLC entered into Amendment No. 4 to their Credit Agreement with lenders and Oaktree Fund Administration, LLC as administrative and collateral agent. The amendment adds a new exception to the limitation on investments, allowing the company to repurchase unsecured notes in an aggregate outstanding amount of up to $25 million on or prior to June 30, 2026. This gives BRC Group more flexibility to manage its outstanding debt securities.
The company also amended the Amended and Restated Employment Agreement with its Executive Vice President and General Counsel, Alan N. Forman. In connection with its repositioning as a holding company and related corporate structuring efforts, the amendment reduces the executive’s severance amount to two thirds of his base salary, lowering potential future severance obligations.
BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.) filed a Form 8-K to furnish an earnings press release. On January 14, 2026, the company issued a press release reporting its financial results for the fiscal quarter ended September 30, 2025, which is attached as Exhibit 99.1.
The company notes that the information in this report, including Exhibit 99.1, is being furnished rather than filed, meaning it is not subject to certain liability provisions of the Exchange Act and will only be incorporated into other SEC reports if specifically referenced.
BRC Group Holdings, Inc. filed an amended current report to update how it reports the completed sale of its traditional W-2 wealth management business to Stifel, Nicolaus & Company, Incorporated.
The company previously closed this transaction on April 4, 2025 for net consideration of $26.0 million in cash, covering 36 financial advisors whose managed accounts represented approximately $4.0 billion in assets under management as of March 31, 2025.
The amendment reclassifies the deal as a significant disposition under Item 2.01 and adds the required historical and unaudited pro forma financial information, including pro forma statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024, filed as Exhibit 99.1.
BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.) has filed an amended current report to add required financial information related to a previously completed divestiture. The amendment supplies historical audited and unaudited financial statements and unaudited pro forma consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, reflecting the sale of all membership interests in GlassRatner Advisory & Capital Group, LLC and all shares of B. Riley Farber Advisory Inc., together referred to as GlassRatner.
The company states that no other changes are being made to the original report, which had disclosed completion of the GlassRatner sale on June 27, 2025. The amendment is focused solely on providing the additional financial statements and related notes as Exhibit 99.1, along with the cover page interactive data file.
BRC Group Holdings, Inc. filed an amended current report to add detailed financial information related to its previously disclosed sale of two recycling subsidiaries, Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC. The transaction, which closed on March 3, 2025, had already been described earlier; this amendment simply supplies the required historical audited and unaudited financial statements and unaudited pro forma financial statements for that sale. These pro forma statements for the six months ended June 30, 2025 and the year ended December 31, 2024 are provided as an exhibit to help show how the company’s results would look after the disposal of the Atlantic Companies.
B. Riley Financial, Inc. reported that it has issued a press release with its financial results for the fiscal quarter ended June 30, 2025. The earnings release, dated December 15, 2025, is attached as Exhibit 99.1 and provides the detailed figures for this period.
The company states that the information in Item 2.02, including Exhibit 99.1, is being furnished rather than filed under the Securities Exchange Act of 1934 and will only be incorporated into other Securities Act or Exchange Act filings if specifically referenced.
B. Riley Financial received a Nasdaq Hearings Panel decision allowing its shares and listed securities to continue trading, despite being late on several SEC filings. The exception is conditional on the company filing three outstanding Quarterly Reports on Form 10-Q by specific deadlines. The report for the period ended March 31, 2025 was filed on November 18, 2025. The company must file the 10-Q for June 30, 2025 by December 23, 2025 and the 10-Q for September 30, 2025 by January 20, 2026. If B. Riley misses any of these deadlines, the Panel will delist its securities from Nasdaq. During this exception period, the company must also promptly report any significant events that could affect its Nasdaq compliance.
B. Riley Financial announced an amended and restated employment agreement with Co‑CEO Bryant R. Riley, effective November 8, 2025. The Board’s Compensation Committee approved a revised structure intended to emphasize revenue generation at B. Riley Securities while he continues his Co‑CEO duties, with the arrangement covering fiscal years 2025 and 2026 unless ended earlier by the committee.
The agreement sets a two‑year term from the effective date with automatic one‑year renewals absent 90‑day notice. If terminated without Cause, for death or Disability, or upon resignation for Good Reason, the Executive will receive a lump‑sum severance of $2,800,000 plus one year of COBRA reimbursements; no pro‑rata bonus applies in the year of termination. He remains eligible for annual long‑term incentive awards under the 2021 plan (or successor), except in any fiscal year in which he is eligible to participate in the Incentive Program. The agreement includes confidentiality, non‑competition, and client/employee non‑solicitation covenants, with the employee non‑solicit extending one year post‑employment.
B. Riley Financial (RILY) furnished an 8-K announcing that its subsidiary, B. Riley Securities Holdings, Inc., issued a press release with preliminary unaudited financial results for the three-month period ended September 30, 2025. The release is attached as Exhibit 99.1.
The information was furnished, not filed under the Exchange Act, is not subject to Section 18 liabilities, and will not be incorporated by reference into other filings except as expressly stated.
B. Riley Financial amended its credit agreement to modify the “springing” maturity trigger on its Initial Term Loans. The loans still mature on the earlier of February 26, 2028 or a date 91 days before the maturity of other Company or Borrower debt outstanding above $10,000,000 (excluding the 6.375% Senior Notes due February 28, 2025 and the 5.50% Senior Notes due March 31, 2026). The amendment now provides that this springing maturity will not occur before March 31, 2027, extending the earliest possible maturity of the Initial Term Loans from July 1, 2026.
The company also announced that director Michael Sheldon will not seek re‑election at the next annual meeting. He reported no disagreements with the company on operations, policies, or practices.
B. Riley Financial, Inc. received a Nasdaq Staff Determination Letter on October 1, 2025 for not complying with the exchange’s timely filing rule because it has not yet filed its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2025. The company recently filed its 2024 Form 10-K on September 19, 2025 and states it is working to complete the delayed quarterly reports to restore full compliance.
The letter does not immediately suspend trading or delist the company’s securities. B. Riley plans to request a hearing before a Nasdaq Hearings Panel, which would automatically stay any suspension for at least 15 days from the hearing request and may be extended by the panel. The outcome of the hearing and any additional time granted is uncertain, and the company expects to make further announcements once a ruling on any extended stay is made.