BRC Group (RILY) adds $25M note buyback capacity, trims EVP severance

Rhea-AI Filing Summary

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.

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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): January 14, 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 Stock)		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
5.50% Senior Notes due 2026		RILYK		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 1.01 Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On January 14, 2026, BRC Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No. 4 (the “Credit Agreement Amendment”) to that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 dated as of March 24, 2025, Amendment No. 2 dated as of July 8, 2025 and Amendment No. 3 dated as of October 8, 2025, the “Credit Agreement”).

The Credit Agreement Amendment added an additional carve-out to Section 6.06 with respect to Limitation on Investments and allows the Company to repurchase unsecured notes on or prior to June 30, 2026 in an aggregate outstanding amount not to exceed $25 million.

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

In connection with the Company’s repositioning as a holding company, the Company is working through various corporate structuring efforts, including the amendment (the “Amendment”) of that certain Amended and Restated Employment Agreement (the “Agreement”), dated as of April 11, 2023, by and between the Company and, Alan N. Forman, the Company’s Executive Vice President and General Counsel (the “Executive”). The Amendment reduces the Executive’s severance amount to two thirds times the Executive’s base salary.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 4 to Credit Agreement, dated January 14, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC
10.2		Amendment No. 1 dated January 15, 2026, to Amended and Restated Employment Agreement, by and between the Registrant and Alan N. Forman
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 20, 2026

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FAQ

What did BRC Group Holdings, Inc. change in its credit agreement (RILY)?

BRC Group Holdings, Inc. entered into Amendment No. 4 to its Credit Agreement with lenders and Oaktree Fund Administration, LLC. The amendment adds a carve-out 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.

How much unsecured debt can BRC Group Holdings repurchase under the new amendment?

The new carve-out in the Credit Agreement permits BRC Group Holdings to repurchase unsecured notes in an aggregate outstanding amount not to exceed $25 million, and these repurchases must occur on or before June 30, 2026.

Which executive’s employment terms were amended at BRC Group Holdings (RILY)?

The company amended the Amended and Restated Employment Agreement with Alan N. Forman, its Executive Vice President and General Counsel. This change is part of broader corporate structuring efforts tied to the company’s repositioning as a holding company.

How was Alan N. Forman’s severance changed in the new amendment?

The amendment to Alan N. Forman’s employment agreement reduces his severance amount to two thirds of his base salary, lowering the company’s contractual severance obligation to this executive.

Why is BRC Group Holdings modifying agreements as it repositions as a holding company?

The 8-K states that, in connection with the company’s repositioning as a holding company, BRC Group Holdings is pursuing various corporate structuring efforts. These include amending its Credit Agreement to allow up to $25 million of unsecured note repurchases and revising an executive employment agreement to adjust severance terms.

Where can investors find the full legal text of the new amendments for BRC Group Holdings?

The full text of Amendment No. 4 to the Credit Agreement is filed as Exhibit 10.1, and the amendment to Alan N. Forman’s employment agreement is filed as Exhibit 10.2. Both exhibits are incorporated by reference in the 8-K.