How did these transactions affect BRC Group’s share count?

As a result of recent unregistered equity issuances, including these exchanges, BRC Group’s common shares outstanding totaled 40,194,696 as of June 4, 2026. The company disclosed the activity because aggregate unregistered issuances since its last Item 3.02 report exceeded 5% of prior shares outstanding.

BRC Group (RILY) cancels senior notes in Section 3(a)(9) stock exchange

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. reported unregistered exchanges of senior notes for common stock under Section 3(a)(9) of the Securities Act. On May 14, 2026, it agreed to issue 1,129,918 shares of common stock to DBA Trading, LLC in exchange for several series of its Senior Notes.

On June 4, 2026, the company issued an additional 930,765 shares of common stock to the same institutional accredited investor in a similar exchange for various Senior Notes. In total, 780,070 units of exchanged Senior Notes were cancelled, and the company received no cash proceeds. As of June 4, 2026, common shares outstanding were 40,194,696.

Insights

BRC exchanges debt for equity, cancelling notes but diluting shareholders.

BRC Group Holdings, Inc. used two Section 3(a)(9) exchanges to retire 780,070 units of Senior Notes in return for issuing over 2 million new common shares to an institutional accredited investor. The company explicitly states it received no cash proceeds from these exchanges.

This shifts part of its capital structure from debt to equity, which can reduce interest obligations but increases the common share count. The filing notes that cumulative unregistered equity issuances since the prior report exceed 5% of common shares outstanding as of May 5, 2026, indicating a meaningful change for existing holders.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued May 14, 2026: 1,129,918 shares Shares issued June 4, 2026: 930,765 shares Exchanged Senior Notes cancelled: 780,070 units +3 more

6 metrics

Shares issued May 14, 2026 1,129,918 shares Common stock issued to DBA Trading, LLC in 3(a)(9) exchange

Shares issued June 4, 2026 930,765 shares Common stock issued to DBA Trading, LLC in 3(a)(9) exchange

Exchanged Senior Notes cancelled 780,070 units Aggregate units of Senior Notes cancelled in the exchanges

Common shares outstanding 40,194,696 shares Total common stock outstanding as of June 4, 2026

RILYN units exchanged May 14 339,449 units 6.50% Senior Notes due 2026 exchanged for common stock

RILYG units exchanged June 4 150,823 units 5.00% Senior Notes due 2026 exchanged for common stock

Key Terms

Unregistered Sale of Equity Securities, Section 3(a)(9), Cumulative Perpetual Preferred Stock, Senior Notes due 2026, +1 more

5 terms

Unregistered Sale of Equity Securities regulatory

"ITEM 3.02. Unregistered Sale of Equity Securities."

Section 3(a)(9) regulatory

"pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

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.

Senior Notes due 2026 financial

"5.00% Senior Notes due 2026 (RILYG)"

institutional accredited investor regulatory

"DBA Trading, LLC, an institutional accredited investor (the “Investor”)"

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Understanding 8-K Material Events →

06/09/2026 - 05:00 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): June 3, 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
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 3.02. Unregistered Sale of Equity Securities.

BRC Group Holdings, Inc. (the “Company”) is making this disclosure under this Item 3.02 since its unregistered sales of equity securities, in the aggregate since its last report filed under this Item 3.02 or its Quarterly Report on Form 10-Q filed May 7, 2026, exceeds 5% of the Company’s total number of shares of common stock (“Common Stock”) outstanding as of May 5, 2026.

On May 14, 2026 and June 4, 2026, the Company issued shares of Common Stock in privately negotiated transactions (together, the “3(a)(9) Exchanges”) that were not registered under the Securities Act of 1933 (the “Securities Act”).

On May 14, 2026, the Company agreed to issue 1,129,918 shares of Common Stock to DBA Trading, LLC, an institutional accredited investor (the “Investor”), in exchange for 339,449 units of the 6.50% Senior Notes due 2026 (RILYN), 19,654 units of the 5.0% Senior Notes due 2026 (RILYG), 20,332 units of the 6.00% Senior Notes due 2028 (RILYT) and 28,742 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the “May 14 3(a)(9) Notes”).

On June 4, 2026, the Company issued 930,765 shares of Common Stock to the Investor in exchange for 193,187 units of the 6.50% Senior Notes due 2026 (RILYN), 150,823 units of the 5.0% Senior Notes due 2026 (RILYG), 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) and 17,883 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the “June 3 3(a)(9) Notes” and together with the May 14 3(a)(9) Notes, the “Exchanged Senior Notes”).

In connection with each of the 3(a)(9) Exchanges, the Exchanged Senior Notes were cancelled, resulting in aggregate cancellation of 780,070 units of Exchanged Senior Notes.

The Company did not receive any cash proceeds as a result of the 3a9 Exchanges. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock or other securities of the Company.

As of June 4, 2026, the Company’s total number of shares of Common Stock outstanding was 40,194,696.

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: June 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BRC Group Holdings (RILY) announce in this 8-K?

BRC Group Holdings announced two unregistered exchanges of Senior Notes for common stock under Section 3(a)(9). The company issued shares to an institutional accredited investor and cancelled a significant amount of its outstanding notes, changing its mix of debt and equity.

How many BRC Group common shares were issued in the 3(a)(9) exchanges?

BRC Group issued 1,129,918 common shares on May 14, 2026 and 930,765 common shares on June 4, 2026. Both issuances were privately negotiated exchanges with a single institutional accredited investor, rather than public offerings for cash proceeds.

How many BRC Group Senior Note units were cancelled in these exchanges?

The exchanges resulted in cancellation of 780,070 units of Senior Notes. These included multiple series: 6.50% Senior Notes due 2026, 5.0% Senior Notes due 2026, 6.00% Senior Notes due 2028, and 5.25% Senior Notes due 2028, all swapped for common shares.

Did BRC Group receive any cash from the unregistered equity exchanges?

No, BRC Group did not receive any cash proceeds from the Section 3(a)(9) exchanges. Instead, the company exchanged newly issued common shares directly for outstanding Senior Notes, using equity to retire debt rather than raising new cash capital.

Under what legal exemption were BRC Group’s exchanges conducted?

The exchanges were conducted under Section 3(a)(9) of the Securities Act. This exemption applies to exchanges of a company’s own securities with existing holders, and BRC Group states no commission or other remuneration was paid for soliciting these exchange transactions.

Filing Exhibits & Attachments

4 documents

BRC Group (RILY) cancels senior notes in Section 3(a)(9) stock exchange

Rhea-AI Filing Summary

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