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BRC Group Holdings, Inc. filed an Amendment No. 1 to its Annual Report for the year ended December 31, 2025, mainly to add missing conformed signatures from its independent registered public accounting firm and update related officer certifications. The underlying report shows BRC, formerly B. Riley Financial, as a diversified holding company spanning capital markets, wealth management, telecom, internet access and consumer products.
The company is prioritizing deleveraging, reducing total indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025 through multiple asset sales and monetization transactions. These include a brands securitization and related sales, the partial sale of Great American Group businesses, divestitures in recycling, wealth management and advisory units, and various security sales and exchanges. BRC also highlights significant legal, regulatory and reputational risks tied to its former Freedom VCM investment, the Franchise Group and Conn’s bankruptcies, SEC subpoenas, and large non‑cash impairments, alongside identified material weaknesses in internal control over financial reporting.
BRC Group Holdings, Inc. filed its annual report describing a diversified platform spanning capital markets, wealth management, telecom, internet access and consumer products. The company emphasizes deleveraging, cutting total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025, funded largely by multiple asset sales and monetizations.
Major transactions included a brands securitization and related sale generating an upfront payment of about $189.3 million plus $46.6 million in net cash proceeds, a Great American Group deal that distributed roughly $167.1 million to the company from a $203.0 million purchase price, a recycling business sale with $68.6 million cash proceeds from a $102.5 million price, a partial wealth management sale for $26.0 million, and advisory businesses sold for about $117.8 million.
The report outlines significant risks, including heavy debt with upcoming senior note maturities of approximately $355.6 million in 2026, substantial non‑cash impairments tied to investments in Freedom VCM and a related loan, SEC subpoenas seeking information on certain relationships and transactions, and identified material weaknesses in internal control over financial reporting. The wealth management segment reported assets under management of about $13.0 billion as of December 31, 2025, supported by 1,380 employees and more than 172 affiliated professionals.
BRC Group Holdings, Inc. reported a sharp turnaround in 2025 results. Net income available to common shareholders rose to $84.8 million in Q4 2025 and $299.4 million for full year 2025, compared with $0.9 million and a $(772.3) million loss in 2024. Total revenues reached $278.4 million in Q4 and $967.6 million for the year, both higher than 2024, helped mainly by investment gains.
Adjusted EBITDA improved to $104.2 million in Q4 and $231.1 million for 2025, versus large negative amounts in 2024, while Operating Adjusted EBITDA grew to $112.1 million for the year. Debt reduction was significant: total debt fell to $1.43 billion and Net Debt to $627.0 million at December 31, 2025, down from $1.77 billion and $1.06 billion a year earlier.
BRC Group Holdings, Inc. notified Nasdaq Stock Market LLC that the 5.50% Senior Notes Due 2026 have been removed from listing and/or registration under Section 12(b) via Form 25. Nasdaq certified compliance with 17 CFR 240.12d2-2 and the issuer complied with exchange rules for voluntary withdrawal.
Bryant R. Riley filed Amendment No. 6 to his Schedule 13D on BRC Group Holdings, Inc. He reports beneficial ownership of 6,985,856 shares of common stock, or 20.1% of the company’s outstanding shares, based on 34,798,366 shares outstanding as of March 16, 2026.
He may also be deemed to indirectly beneficially own 199,069 additional shares held for family members and in a 401(k) plan. The filing notes no transactions in the prior 60 days and discloses that his loan with Axos Bank was restructured, terminating prior pledge agreements and releasing 2,681,587 previously pledged shares.
BRC Group Holdings reported beneficial ownership disclosure by Daniel Asher and DBA Trading, LLC. The filing lists 3,017,041 ordinary shares held with shared voting and dispositive power, representing 8.78% of the class. The filing states the reporting persons are filing jointly and that Asher is deemed to control the shares held by DBA Trading, LLC.
The disclosure is a passive ownership report under Schedule 13G reflecting holdings and voting/dispositive allocations; no transaction price, purchase date, or trading direction is provided in the excerpt.
BRC Group Holdings, Inc. detailed a series of bond-for-equity exchanges and note repurchases that will reduce outstanding debt by approximately $37.9 million. The company agreed to issue an aggregate of 4,201,300 shares of common stock in exchange for 1,343,551 units of senior notes across multiple series and repurchased 171,703 units of 5.0% senior notes due 2026 for about $4.0 million in cash.
As of March 10, 2026, common stock outstanding was 34,361,979 shares, and is expected to be 34,798,366 shares after the March 12 exchange closes. Separately, the company plans to redeem approximately $96 million of 5.50% Senior Notes due 2026 on March 30, 2026, and expects to file its 2025 Form 10-K by the extended March 31, 2026 deadline after submitting a Form 12b‑25. The compensation committee also approved a $700,000 2025 bonus for CFO Scott Yessner, bringing his 2025 total compensation to $2,522,293.
Affiliated broker-dealers G1 Execution Services, SIG Brokerage, Susquehanna Financial Group, and Susquehanna Securities filed an amended ownership report on BRC Group Holdings, Inc. common stock. They report beneficial ownership of 1,237,541 shares, equal to 4.0% of the company’s outstanding common stock.
The Susquehanna Securities position includes options to buy 1,131,100 shares. BRC Group Holdings, formerly B. Riley Financial, had 30,597,066 shares outstanding as of November 17, 2025, according to a prior quarterly report. The filers state the holdings are in the ordinary course of business and not for influencing control.
BRC Group Holdings, Inc. received an updated ownership report from major shareholder Bryant R. Riley. He beneficially owns 6,985,856 shares of common stock, or 22.4% of the company, based on 31,218,670 shares outstanding as of February 10, 2026.
The filing also details Riley’s margin-style borrowing with Axos Bank. Under a credit agreement with a $21,407,944 revolving line maturing April 1, 2026, he had pledged 5,804,124 BRC shares as collateral. Using proceeds from a private sale of Babcock & Wilcox Enterprises shares, he repaid $10,398,438, leading to the release of 3,122,537 pledged BRC shares, with the remaining pledged shares expected to be released within thirty days.
BRC Group Holdings, Inc. filed an 8-K to provide recast 2024 financial information, mainly to show its Financial Consulting segment (GlassRatner and Farber) as discontinued operations in support of a Form S-1. For 2024, the company reported a net loss available to common shareholders of about $772 million, a sharp deterioration from roughly $108 million in 2023, driven by large non-cash hits.
Key pressures included fair value adjustments on loans of $325.5 million, heavy realized and unrealized investment losses of $263.7 million, and $105.4 million of goodwill and intangible impairments, largely tied to Consumer Products and E‑Commerce. Securities and other investments declined from $809.0 million to $282.3 million, and loans receivable fell from $532.4 million to $90.1 million, reflecting markdowns and repayments, particularly related to Freedom, Vintage Capital, Conn’s and other credits.
Despite the loss, BRC emphasized a shift toward balance sheet repair. Total indebtedness decreased from $2.4 billion at year-end 2023 to $1.8 billion at year-end 2024 as the company used proceeds from major asset sales, including brand assets, Great American Group and later Atlantic Coast Recycling and GlassRatner/Farber, along with a partial wealth-management sale. Subsequent to year-end, BRC put Nogin into an assignment for the benefit of creditors, entered a new secured credit facility with Oaktree, redeemed its 6.375% 2025 notes, exchanged portions of multiple senior notes into new 8.00% second-lien notes due 2028, and suspended dividends on its Series A and B preferred stock. At December 31, 2024, BRC reported $146.9 million of unrestricted cash, $100.5 million of restricted cash, and reiterated that debt reduction via additional monetizations is expected to remain a priority.