How are RILY shares in the 401(k) Profit Sharing Plan reported for Bryant Riley?

The filing shows indirect ownership of RILY shares through the B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley. A footnote explains the plan’s former name and states that Riley disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the plan.

RILY chair reports RSU tax-withholding in stock

BRC Group Holdings, Inc. director and Co-CEO Bryant R. Riley reported a tax-withholding disposition of common stock tied to RSU vesting.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

Rhea-AI Filing Summary

BRC Group Holdings, Inc. director and Co-CEO Bryant R. Riley reported a tax-withholding disposition of common stock tied to RSU vesting. On April 13, 2026, 17,059 shares of common stock were withheld by the company and remitted to cover taxes at $7.23 per share in connection with restricted stock units granted on February 24, 2023 and March 4, 2024.

Following this tax payment, Riley directly or jointly held 6,769,728 common shares. The filing also notes indirect holdings through multiple Uniform Transfer to Minors Act custodial accounts for his children and through the B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 17,059 shares

Exercise Price or Tax Liability 6 txns

Insider RILEY BRYANT R

Role Chairman and Co-CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	17,059	$7.23	$123K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,769,728 shares (Direct); Common Stock — 17,538 shares (Indirect, UTMA ACCOUNT OF S.R.); Common Stock — 17,538 shares (Indirect, UTMA ACCOUNT OF C.R.); Common Stock — 17,538 shares (Indirect, UTMA ACCOUNT OF A.R.); Common Stock — 17,537 shares (Indirect, UTMA ACCOUNT OF E.R.); Common Stock — 128,918 shares (Indirect, By B.Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley)

Footnotes (8)

F1. Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024.
F2. Bryant R. Riley (the "Reporting Person") beneficially owns these shares directly or jointly with his wife.
F3. The shares are held for S.R., the child of the Reporting Person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the Reporting Person serves as custodian.
F4. The shares are held for C.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
F5. The shares are held for A.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
F6. The shares are held for E.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
F7. B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley was formerly known as "B. Riley & Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley."
F8. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

Key Figures

Shares withheld for taxes: 17,059 shares Tax withholding price: $7.23 per share Direct/joint holdings after transaction: 6,769,728 shares +5 more

8 metrics

Shares withheld for taxes 17,059 shares Tax-withholding disposition on April 13, 2026

Tax withholding price $7.23 per share Value used for RSU-related tax remittance

Direct/joint holdings after transaction 6,769,728 shares Common stock held following tax-withholding event

UTMA S.R. holdings 17,538 shares Indirect holdings in UTMA account of S.R.

UTMA C.R. holdings 17,538 shares Indirect holdings in UTMA account of C.R.

UTMA A.R. holdings 17,538 shares Indirect holdings in UTMA account of A.R.

UTMA E.R. holdings 17,537 shares Indirect holdings in UTMA account of E.R.

401(k) plan holdings 128,918 shares Indirect holdings via 401(k) Profit Sharing Plan FBO Bryant Riley

Key Terms

Restricted Stock Units, Uniform Transfer to Minors Act, UTMA, 401(k) Profit Sharing Plan, +1 more

5 terms

Restricted Stock Units financial

"vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Uniform Transfer to Minors Act financial

"custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA")"

UTMA financial

"custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian"

Section 16 regulatory

"beneficial owner of these shares for purposes of Section 16 or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RILY Chairman Bryant Riley report on this Form 4?

Bryant R. Riley reported a tax-withholding disposition of 17,059 shares of BRC Group Holdings (RILY) common stock. The shares were withheld by the company to pay taxes due on vesting restricted stock units granted in 2023 and 2024, not sold in the open market.

At what price were the RILY shares withheld for Bryant Riley’s tax obligations?

The 17,059 RILY shares were withheld at a price of $7.23 per share to satisfy tax obligations. This reflects the value used for remitting taxes related to the vesting of restricted stock units previously granted to Bryant Riley as part of his compensation.

How many RILY shares does Bryant Riley hold directly after this tax-withholding event?

After the tax-withholding disposition, Bryant Riley directly or jointly held 6,769,728 shares of BRC Group Holdings common stock. This figure shows his remaining direct equity position following the company’s withholding of shares to cover his associated RSU-related tax liabilities.

What does the Form 4 say about RILY shares held in UTMA accounts for Bryant Riley’s children?

The Form 4 lists RILY shares held in separate UTMA custodial accounts for S.R., C.R., A.R., and E.R., children of Bryant Riley. He serves as custodian for these accounts, and the filing notes that the shares are held for the benefit of each child under the UTMA framework.

Does Bryant Riley claim full beneficial ownership of all indirectly held RILY shares?

No. The Form 4 states Bryant Riley disclaims beneficial ownership of certain indirectly held RILY shares, including those in the 401(k) plan and custodial accounts, except to the extent of his pecuniary interest. This language is standard for Section 16 reporting and clarifies economic versus legal ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/15/2026 - 06:00 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

C/O BRC GROUP HOLDINGS INC

11100 SANTA MONICA BLVD SUITE 800

(Street)

LOS ANGELES

CALIFORNIA

90025

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BRC Group Holdings, Inc. [ RILY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Co-CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/13/2026		F		17,059⁽¹⁾	D	$7.23	6,769,728⁽²⁾	D
Common Stock								17,538	I	UTMA ACCOUNT OF S.R.⁽³⁾⁽⁸⁾
Common Stock								17,538	I	UTMA ACCOUNT OF C.R.⁽⁴⁾⁽⁸⁾
Common Stock								17,538	I	UTMA ACCOUNT OF A.R.⁽⁵⁾⁽⁸⁾
Common Stock								17,537	I	UTMA ACCOUNT OF E.R.⁽⁶⁾⁽⁸⁾
Common Stock								128,918	I	By B.Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024.

2. Bryant R. Riley (the "Reporting Person") beneficially owns these shares directly or jointly with his wife.

3. The shares are held for S.R., the child of the Reporting Person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the Reporting Person serves as custodian.

4. The shares are held for C.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.

5. The shares are held for A.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.

6. The shares are held for E.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.

7. B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley was formerly known as "B. Riley & Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley."

8. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Bryant R. Riley	04/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR