BRC Group extends CEO incentive pay through 2027

Q: What did RILY change in Bryant R. Riley’s employment agreement on August 25, 2026?

The company approved Amendment No. 1, effective August 25, 2026, which extends compensation through the Incentive Program, removes all Holdback Amount provisions so earned amounts are not held back, and deletes a restriction that had prohibited equity awards during the Employment Period.

Q: What is the impact of removing the Holdback Amount from RILY’s CEO employment agreement?

The amendment states that no amounts earned by Bryant R. Riley will be subject to holdback, and all references to “Holdback Amount” are removed from the employment agreement, eliminating contractual holdback on his earned compensation.

Q: Does the amended RILY employment agreement allow equity awards to Bryant R. Riley?

Yes. The amendment removes the last sentence of Section 3.3 of the employment agreement, which had prohibited the Executive from receiving an equity award during the Employment Period, thereby allowing the possibility of equity awards.

Q: Where can investors review the full text of the RILY CEO employment amendment?

The complete text of Amendment No. 1 to the amended and restated employment agreement between BRC Group Holdings, Inc. and Bryant R. Riley is filed as Exhibit 10.1 and is incorporated by reference.

Q: What are some of the securities of RILY listed on the Nasdaq Global Market?

Listed securities include Common Stock, $0.0001 par value (symbol RILY), depositary shares representing 1/1000th of 6.875% Series A and 7.375% Series B Cumulative Perpetual Preferred Stock (symbols RILYP and RILYL), and several senior notes due 2026 and 2028.

BRC Group Holdings, Inc. (RILY) reported that its Compensation Committee approved Amendment No. 1 to the amended and restated employment agreement with Co-Chief Executive Officer Bryant R. Riley, effective August 25, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. (RILY) reported that its Compensation Committee approved Amendment No. 1 to the amended and restated employment agreement with Co-Chief Executive Officer Bryant R. Riley, effective August 25, 2026. The amendment keeps the Executive compensated under the existing Incentive Program through the earlier of the end of fiscal year 2027 or termination of his participation under the agreement as amended. It removes all references to a “Holdback Amount,” so amounts earned by the Executive will not be subject to holdback. It also deletes a provision that prohibited the Executive from receiving an equity award during the Employment Period, allowing for potential equity grants. The full amendment is provided as Exhibit 10.1 and incorporated by reference.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Par value per share: $0.0001 per share Series A coupon rate: 6.875% Series B coupon rate: 7.375% +5 more

8 metrics

Par value per share $0.0001 per share Common Stock, par value per share registered under Section 12(b)

Series A coupon rate 6.875% Cumulative Perpetual Preferred Stock represented by depositary shares

Series B coupon rate 7.375% Cumulative Perpetual Preferred Stock represented by depositary shares

Senior Notes due 2026 coupon 5.00% 5.00% Senior Notes due 2026 (RILYG)

Senior Notes due 2026 coupon 6.50% 6.50% Senior Notes due 2026 (RILYN)

Senior Notes due 2028 coupon 5.25% 5.25% Senior Notes due 2028 (RILYZ)

Senior Notes due 2028 coupon 6.00% 6.00% Senior Notes due 2028 (RILYT)

Effective date of employment amendment August 25, 2026 Date Amendment No. 1 to CEO employment agreement became effective

Key Terms

Incentive Program, Holdback Amount, Cumulative Perpetual Preferred Stock, Depositary Shares, +2 more

6 terms

Incentive Program financial

"the Executive will continue to be compensated through the Incentive Program"

Holdback Amount financial

"no amounts earned by the Executive will be subject to holdback and all references to “Holdback Amount”"

Cumulative Perpetual Preferred Stock financial

"Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)"

A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.

Depositary Shares financial

"Depositary Shares (each representing 1/1000th of a share of 6.875% Series A"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Senior Notes financial

"5.00% Senior Notes due 2026 | | RILYG | | Nasdaq Global Market"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Employment Period financial

"because it prohibits Executive from receiving an equity award during the Employment Period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RILY change in Bryant R. Riley’s employment agreement on August 25, 2026?

The company approved Amendment No. 1, effective August 25, 2026, which extends compensation through the Incentive Program, removes all Holdback Amount provisions so earned amounts are not held back, and deletes a restriction that had prohibited equity awards during the Employment Period.

How long will Bryant R. Riley participate in RILY’s Incentive Program under the amended agreement?

Under the amendment, Bryant R. Riley will continue to be compensated through the Incentive Program through the earlier of the end of fiscal year 2027 or the termination of his participation and eligibility in accordance with the employment agreement, as amended.

What is the impact of removing the Holdback Amount from RILY’s CEO employment agreement?

The amendment states that no amounts earned by Bryant R. Riley will be subject to holdback, and all references to “Holdback Amount” are removed from the employment agreement, eliminating contractual holdback on his earned compensation.

Does the amended RILY employment agreement allow equity awards to Bryant R. Riley?

Yes. The amendment removes the last sentence of Section 3.3 of the employment agreement, which had prohibited the Executive from receiving an equity award during the Employment Period, thereby allowing the possibility of equity awards.

Where can investors review the full text of the RILY CEO employment amendment?

The complete text of Amendment No. 1 to the amended and restated employment agreement between BRC Group Holdings, Inc. and Bryant R. Riley is filed as Exhibit 10.1 and is incorporated by reference.

What are some of the securities of RILY listed on the Nasdaq Global Market?

Listed securities include Common Stock, $0.0001 par value (symbol RILY), depositary shares representing 1/1000th of 6.875% Series A and 7.375% Series B Cumulative Perpetual Preferred Stock (symbols RILYP and RILYL), and several senior notes due 2026 and 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 04:16 PM Accepted by SEC EDGAR 08/28/2026 - 04:15 PM

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): August 25, 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% share of Series B Cumulative Perpetual Preferred Stock)	RILYL	Nasdaq Global Market
5.00% Senior Notes due 2026	RILYG	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 25, 2026, the Compensation Committee of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”) to the amended and restated employment agreement, dated as of November 8, 2025 (the “Employment Agreement”) with Bryant R. Riley, the Company’s Co-Chief Executive Officer (the “Executive”), which Amendment became effective as of August 25, 2026 (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in the Employment Agreement. The Amendment makes the following changes to the Executive’s Employment Agreement, effective as of the Effective Date: (i) the Executive will continue to be compensated through the Incentive Program through the earlier of (x) the end of fiscal year 2027 and (y) the termination of Executive’s participation in and eligibility for the Incentive Program in accordance with the Employment Agreement, as amended by the Amendment; (ii) no amounts earned by the Executive will be subject to holdback and all references to “Holdback Amount” have been removed in their entirety from the Employment Agreement; and (iii) the last sentence of Section 3.3 of the Employment Agreement was removed because it prohibits Executive from receiving an equity award during the Employment Period.

The foregoing description of the Amendment is intended to be a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Amended and Restated Employment Agreement, dated as of August 25, 2026, between (i) BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc., and (ii) Bryant R. Riley.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	Chief Financial Officer

Date: August 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 12.1 KB