Welcome to our dedicated page for BRC Group Holdings SEC filings (Ticker: RILY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BRC Group Holdings, Inc. filings document a diversified holding company with common stock, preferred depositary shares, and multiple senior-note securities listed on Nasdaq. Its regulatory record covers operating and financial results, material-event reports, capital-structure disclosures, and securities registration details for common equity, Series A and Series B preferred depositary shares, and senior notes due in 2026 and 2028.
The company’s filings also include proxy materials for annual meeting governance and shareholder voting matters, Form 8-K disclosures for material agreements and financial results, Form 25 documentation for removal of a senior-note class from listing and registration, and Rule 12b-25 notices related to periodic-report timing. These documents frame BRC Group Holdings’ reporting status, governance processes, debt and preferred-equity structure, and operating-business disclosures.
B. Riley Financial filed its 2025 definitive proxy for its virtual annual meeting on December 1, 2025 at 8:00 a.m. Pacific Time. Stockholders will vote on four items: electing eight directors for one-year terms, ratifying BDO USA, P.C. as auditor for fiscal 2025, approving named executive officer compensation on an advisory basis, and an advisory vote on the frequency of future say‑on‑pay votes.
The Board recommends voting FOR all director nominees, FOR auditor ratification, FOR say‑on‑pay, and for a three‑year frequency on say‑on‑pay. The record date is October 10, 2025; shares outstanding and entitled to vote were 30,597,066 as of that date.
The Audit Committee dismissed Marcum LLP effective upon completion of the 2024 audit and approved the appointment of BDO for 2025. The filing outlines previously disclosed material weaknesses related to IT general controls, third‑party SOC reports, review controls for level 3 valuations, related‑party disclosure, income tax provision, goodwill assessment, and journal entry approvals. Directors nominated include Bryant R. Riley and Thomas J. Kelleher; Michael J. Sheldon will not stand for re‑election.
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.
B. Riley Financial, Inc. reported substantial portfolio and structural activity across 2024-2025, including multiple divestitures, impairments, and new financing arrangements. The company reported an aggregate market value of common stock held by non-affiliates of approximately $337.1 million and 30,597,066 shares outstanding as of September 16, 2025. Material asset sales generated liquidity: bebe brand assets sold for approximately $46.6 million (net cash), Great American NewCo. transaction produced approximately $167.1 million distributable to the company, Atlantic Coast Recycling cash proceeds were $68.6 million, GlassRatner and Farber were sold for aggregate cash consideration of $117.8 million, and Wealth Management assets sold to Stifel for $26.0 million.
The company recorded large non-cash impairments including a $287.0 million markdown related to its Freedom VCM investment, additional impairments aggregating $118.0 million, and a Nogin goodwill impairment of $57,664. Debt actions include a new credit facility with Oaktree ($125.0 million initial term loan and $35.0 million delayed draw) with related warrants to purchase ~1,832,290 shares at $5.14, and issuance of 8.00% Senior Secured Second Lien Notes due 2028 through private exchanges, with related warrants to purchase ~914,000 shares. Nogin’s assets were transferred under a deed of assignment on March 31, 2025 and are no longer controlled by the company.