BRC Group Co-CEO uses shares for tax payment

BRC Group Holdings Co-CEO Thomas J. Kelleher reported a tax-related share disposition in company stock.

Rhea-AI Filing Summary

BRC Group Holdings Co-CEO Thomas J. Kelleher reported a tax-related share disposition in company stock. On April 13, 2026, 22,440 shares of common stock were withheld by the company at $7.23 per share to cover taxes due on vesting of Restricted Stock Units granted in February 2023 and March 2024. This was not an open-market sale. After this withholding, Kelleher held 70,541 shares directly, plus additional indirect holdings including 902,288 shares in a family trust, 34,118 shares in a self-directed IRA, and further shares held with dispositive power for his wife and daughters.

Insider Trade Summary

Exercise Price or Tax Liability: 22,440 shares

Exercise Price or Tax Liability 7 txns

Insider KELLEHER THOMAS J /ADV

Role Co-CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	22,440	$7.23	$162K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 70,541 shares (Direct); Common Stock — 936,406 shares (Indirect, See note); Common Stock — 5,600 shares (Indirect, By wife); Common Stock — 10,215 shares (Indirect, By daughter)

Footnotes (7)

1. 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.
2. F2. Held of record by Thomas J. Kelleher and wife as Trustees for the Kelleher Family Trust.
3. F3. Held by self-directed IRA: Thomas John Kelleher IRA.
4. F4. Held with dispositive power for wife.
5. F5. Held with dispositive power for a daughter.
6. F6. Held with dispositive power for a daughter.
7. F7. Held with dispositive power for a daughter.

Key Figures

Tax-withheld shares: 22,440 shares Withholding price: $7.23 per share Direct holdings after transaction: 70,541 shares +4 more

7 metrics

Tax-withheld shares 22,440 shares Withheld on April 13, 2026 to cover RSU vesting taxes

Withholding price $7.23 per share Value used for tax-withholding disposition

Direct holdings after transaction 70,541 shares Common stock directly owned by Kelleher post-withholding

Family trust holdings 902,288 shares Held in Kelleher Family Trust with Kelleher and wife as trustees

Self-directed IRA holdings 34,118 shares Held by Thomas John Kelleher IRA

Wife’s account holdings 5,600 shares Held with dispositive power for wife

Each daughter’s account 3,405 shares Held with dispositive power for each daughter

Key Terms

Restricted Stock Units, self-directed IRA, dispositive power, withheld by the Company

4 terms

Restricted Stock Units financial

"in connection with the 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.

self-directed IRA financial

"Held by self-directed IRA: Thomas John Kelleher IRA."

dispositive power financial

"Held with dispositive power for wife."

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

withheld by the Company financial

"Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes"

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Accepted by SEC EDGAR 04/15/2026 - 06:00 PM Learn about SEC filing dates

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^*

KELLEHER THOMAS J /ADV

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/13/2026		F		22,440(1)	D	$7.23	70,541	D
Common Stock								902,288	I	See note(2)
Common Stock								34,118	I	See note(3)
Common Stock								5,600	I	By wife(4)
Common Stock								3,405	I	By daughter(5)
Common Stock								3,405	I	By daughter(6)
Common Stock								3,405	I	By daughter(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. Held of record by Thomas J. Kelleher and wife as Trustees for the Kelleher Family Trust.

3. Held by self-directed IRA: Thomas John Kelleher IRA.

4. Held with dispositive power for wife.

5. Held with dispositive power for a daughter.

6. Held with dispositive power for a daughter.

7. Held with dispositive power for a daughter.

	/s/ Thomas J. Kelleher	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)