BRC Group Holdings, Inc. files an amendment to a Schedule 13G/A reporting warrants to purchase common stock held by several Oaktree-related entities. The Reporting Persons collectively directly hold 1,832,289.96 Warrants exercisable into common stock.
The filing cites 37,130,592 shares of common stock outstanding as of May 5, 2026 and an aggregate of 38,962,881.96 shares of common stock used to calculate percent of class (which includes 1,832,289.96 shares underlying the Warrants), as reported in the issuer's 10-Q filed May 7, 2026. Individual fund holdings shown include RPVOF 89,133.58, OPIF 38,740.11, Copley 58,286.98, Opps XII 959,020.57, and OCM SSF 687,108.74 Warrants.
The filing lists direct holdings by five funds that together equal 1,832,289.96 Warrants exercisable into common stock; the percent-of-class calculations use an aggregate base of 38,962,881.96 shares (including underlying warrants) stated in the issuer's May 7, 2026 10-Q. The largest single fund position shown is Opps XII with 959,020.57 Warrants.
Ownership is reported as shared voting and dispositive power in the cover-page rows; the filing also includes a Rule 13d-4 qualifier that the statements should not be construed as admission of beneficial ownership for Sections 13(d)/(g). Cash-flow treatment and exercise terms for the Warrants are not detailed in the excerpt.
Disclosure is structured as a joint filing by related Oaktree entities with consolidated attribution.
The statement identifies RPVOF, OPIF, Oaktree-Copley, Opps XII, OCM SSF, Oaktree Capital Holdings (OCH), and Oaktree Capital Group Holdings GP (OCGH) as Reporting Persons and attaches a Joint Filing Agreement (Exhibit 99.1). The reported positions are presented as direct holdings by the Funds with indirect ownership attributed to OCH and OCGH.
Signatures by Henry Orren appear on each cover page. The filing specifies percent-of-class values (e.g., 4.70% for the combined 1,832,289.96 Warrants as shown for certain entities) based on the issuer's stated share counts in the referenced 10-Q.
Key Figures
Aggregate warrants held:1,832,289.96 warrantsShares outstanding:37,130,592 sharesAggregate base for percent:38,962,881.96 shares+4 more
7 metrics
Aggregate warrants held1,832,289.96 warrantsTotal Warrants directly held by the Funds (aggregate exercisable shares)
Shares outstanding37,130,592 sharesCommon stock outstanding <date>as of May 5, 2026</date> per issuer's 10-Q
Aggregate base for percent38,962,881.96 sharesAggregate used to calculate percent of class (outstanding + shares underlying warrants)
Opps XII holdings959,020.57 warrantsDirectly held by Opps XII Broker E Holdings, L.P.
OCM SSF holdings687,108.74 warrantsDirectly held by OCM SSF III Broker Debt Holdings, L.P.
RPVOF holdings89,133.58 warrantsDirectly held by RPVOF Broker CTB, LLC
Percent of class (Oaktree total cited)4.70%Percent shown for entity holding 1,832,289.96 Warrants based on aggregate shares
Key Terms
Warrants, Percent of class, Rule 13d-4, Joint Filing Agreement
4 terms
Warrantsfinancial
"The reported securities represent 1,832,289.96 shares of Warrant to purchase shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Percent of classregulatory
"The percent of class is calculated based on an aggregate of 38,962,881.96 shares"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement"
Joint Filing Agreementlegal
"Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BRC Group Holdings, Inc.
(Name of Issuer)
Warrant to purchase shares of common stock, par value $0.0001 per share
(Title of Class of Securities)
05580M108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
RPVOF Broker CTB, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
89,133.58
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
89,133.58
9
Aggregate Amount Beneficially Owned by Each Reporting Person
89,133.58
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.23 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent 89,133.58 shares of Warrant to purchase shares of common stock, par value $0.0001 per share ("Common Stock") issuable upon exercise of 89,133.58 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the Securities Exchange Commission ("SEC") on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
OPIF Broker Holdings, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,740.11
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,740.11
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,740.11
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.10 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent 38,740.11 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 38,740.11 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
Oaktree-Copley Investments, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,286.98
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,286.98
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,286.98
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.15 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent 58,286.98 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 58,286.98 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
Opps XII Broker E Holdings, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
959,020.57
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
959,020.57
9
Aggregate Amount Beneficially Owned by Each Reporting Person
959,020.57
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.46 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent 959,020.57 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 959,020.57 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
OCM SSF III Broker Debt Holdings, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
687,108.74
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
687,108.74
9
Aggregate Amount Beneficially Owned by Each Reporting Person
687,108.74
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.76 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The reported securities represent 687,108.74 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 687,108.74 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
Oaktree Capital Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,832,289.96
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,832,289.96
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,289.96
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.70 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent 1,832,289.96 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 1,832,289.96 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
CUSIP Number(s):
05580M108
1
Names of Reporting Persons
Oaktree Capital Group Holdings GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,832,289.96
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,832,289.96
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,289.96
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.70 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported securities represent 1,832,289.96 shares of Warrant to purchase shares of Common Stock issuable upon exercise of 1,832,289.96 Warrants.
The percent of class is calculated based on an aggregate of 38,962,881.96 shares of Common Stock comprised of (i) 37,130,592 shares of Common Stock outstanding as of May 5, 2026 as reported on the Issuer's 10-Q filed with the SEC on May 7, 2026 and (ii) 1,832,289.96 shares of Common Stock underlying the total amount of Warrants issued.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BRC Group Holdings, Inc.
(b)
Address of issuer's principal executive offices:
11100 Santa Monica Blvd, Suite 800, Los Angeles, CA 90025
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons:"
(i) RPVOF Broker CTB, LLC ("RPVOF"), which is controlled by its manager Oaktree Fund GP, LLC;
(ii) OPIF Broker Holdings, L.P. ("OPIF"), which is controlled by its general partner Oaktree Fund AIF Series, L.P;
(iii) Oaktree-Copley Investments, LLC ("Copley"), which is controlled by its manager Oaktree Capital Management, L.P.;
(iv) Opps XII Broker E Holdings, L.P. ("Opps XII"), which is controlled by its general partner Oaktree Fund GP IIA, LLC; Oaktree Fund GP IIA, LLC is controlled by its managing member Oaktree Fund GP II, L.P.;
(v) OCM SSF III Broker Debt Holdings, L.P. ("OCM SSF"), which is controlled by its general partner Oaktree Fund AIF Series (Cayman), L.P.;
(vi) Oaktree Capital Holdings, LLC ("OCH"), which indirectly controls each of the foregoing; and
(vii) Oaktree Capital Group Holdings GP, LLC ("OCGH"), which indirectly controls all of the other Reporting Persons.
(b)
Address or principal business office or, if none, residence:
333 S. Grand Ave., 28th Floor, Los Angeles, CA 90071
(c)
Citizenship:
See responses to Item 4 on each cover page.
(d)
Title of class of securities:
Warrant to purchase shares of common stock, par value $0.0001 per share
(e)
CUSIP No.:
05580M108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities are directly held by the following entities (the "Funds"):
RPVOF directly holds 89,133.58 Warrants;
OPIF directly holds 38,740.11 Warrants;
Copley directly holds 58,286.98 Warrants;
Opps XII directly holds 959,020.57 Warrants; and
OCM SSF directly holds 687,108.74 Warrants.
As a result of their indirect control of the Funds, each of OCH and OCGH may be deemed to beneficially own the 1,832,289.96 shares of Common Stock issuable upon exercise of the Warrants directly held by the Funds.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are beneficial owners of the reported securities, for the purposes of Section 13(d) and/or Section 13(g) of the Act.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RPVOF Broker CTB, LLC
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
OPIF Broker Holdings, L.P.
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
Oaktree-Copley Investments, LLC
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
Opps XII Broker E Holdings, L.P.
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
OCM SSF III Broker Debt Holdings, L.P.
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
Oaktree Capital Holdings, LLC
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
Oaktree Capital Group Holdings GP, LLC
Signature:
/s/ Henry Orren
Name/Title:
Henry Orren / Managing Director
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons, dated as of March 5, 2025, incorporated herein by reference to the Schedule 13G filed on March 5, 2025.
What holdings does RILY report for Oaktree entities?
The filing shows Oaktree-related funds directly hold 1,832,289.96 Warrants in aggregate. Individual fund counts include 959,020.57 (Opps XII) and 687,108.74 (OCM SSF), as stated on the cover pages.
How did the filing calculate percent of class for RILY?
Percent of class uses an aggregate base of 38,962,881.96 shares, which combines 37,130,592 shares outstanding as of May 5, 2026 and 1,832,289.96 shares underlying the Warrants, per the issuer's 10-Q cited in the filing.
Do Oaktree parent entities claim direct beneficial ownership in the filing?
The filing states OCH and OCGH may be deemed to beneficially own the Warrants by virtue of indirect control, but it includes a Rule 13d-4 statement that the filing is not an admission of beneficial ownership under Sections 13(d)/(g).
Which Reporting Persons signed the Schedule 13G/A for RILY?
The document is signed by Henry Orren as Managing Director on behalf of each Reporting Person, with signatures dated 05/15/2026, as shown in the signature block.
What class and CUSIP are covered in the filing?
The filing covers the class 'Warrant to purchase shares of common stock, par value $0.0001 per share' with CUSIP 05580M108, as specified in Item 2 and Item 4.
