Late SEC filings put B. Riley Financial (NASDAQ: RILYP) out of Nasdaq compliance

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

B. Riley Financial, Inc. reports that it received a Nasdaq notice on August 20, 2025 stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not timely filed required SEC reports, including its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Nasdaq granted an exception until September 29, 2025 for B. Riley to file its delinquent Form 10-K for the year ended December 31, 2024 and its delinquent Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025. The company must also submit an update to its plan to regain compliance by September 4, 2025. B. Riley states it expects to file its 2024 Form 10-K shortly, and its two outstanding Form 10-Qs 30 to 45 days after the 10-K filing.

Positive

None.

Negative

Nasdaq non-compliance notice for late SEC reports: B. Riley Financial, Inc. is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to delayed Form 10-K for 2024 and Form 10-Qs for the quarters ended March 31, 2025 and June 30, 2025, and must meet specific deadlines to regain compliance.

Insights

Nasdaq has flagged B. Riley for late SEC filings and set near-term deadlines.

B. Riley Financial, Inc. received a Nasdaq notice on August 20, 2025 that it is not in compliance with Listing Rule 5250(c)(1) because it has fallen behind on required SEC reports, including the Form 10-Q for the quarter ended June 30, 2025. Nasdaq has already granted an exception running to September 29, 2025 to allow the company to file its delinquent Form 10-K for the year ended December 31, 2024 and its Form 10-Qs for the quarters ended March 31, 2025 and June 30, 2025.

The notice also requires B. Riley to submit an updated plan to regain compliance by September 4, 2025, which formalizes the timeline for resolving the reporting backlog. The company indicates it expects to file the 2024 Form 10-K shortly, followed by the two Form 10-Qs within 30 to 45 days after the 10-K. The key factor will be whether these filings are completed within Nasdaq’s exception period as described, as further delays could affect its compliance status.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

08/22/2025 - 05:15 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 20, 2025

B. Riley FinanCIAl, 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)

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))

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 a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)	RILYP	Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of 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

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2025, B. Riley Financial, Inc. (“the Company”) received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).

Nasdaq has granted the Company an exception until September 29, 2025 to file its delinquent Form 10-K for the year ended December 31, 2024 (the “Initial Delinquent Filing”), its delinquent Form 10-Q for the period ended March 31, 2025 and its delinquent Form 10-Q for the period ended June 30, 2025.

As a result of this additional delinquency, the Notice states that the Company must submit an update, by September 4, 2025, to its original plan to regain compliance with respect to the filing requirement.

The Company expects to file its 2024 Form 10-K shortly, and its Form 10-Q for the period ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025, 30 to 45 days after the 10-K.

On August 22, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated August 22, 2025.
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.

	B. Riley Financial, Inc.

	By:	/s/ Bryant Riley
	Name:	Bryant Riley
	Title:	Chairman & Co-CEO

Date: August 22, 2025

Source: View Original Filing on SEC EDGAR

FAQ

Why did B. Riley Financial (RILYP) receive a Nasdaq notice?

B. Riley Financial, Inc. received a Nasdaq notice on August 20, 2025 because it is not in compliance with Nasdaq Listing Rule 5250(c)(1), having failed to timely file its required SEC reports, including the Form 10-Q for the period ended June 30, 2025.

Which SEC filings is B. Riley Financial currently delinquent on?

The company is delinquent on its Form 10-K for the year ended December 31, 2024 and its Form 10-Qs for the periods ended March 31, 2025 and June 30, 2025.

What deadline did Nasdaq give B. Riley Financial to regain filing compliance?

Nasdaq granted an exception until September 29, 2025 for B. Riley Financial, Inc. to file its delinquent 2024 Form 10-K and its delinquent Form 10-Qs for the quarters ended March 31, 2025 and June 30, 2025.

What additional requirement did Nasdaq impose on B. Riley Financial?

As a result of the additional delinquent Form 10-Q for the period ended June 30, 2025, Nasdaq’s notice requires B. Riley Financial, Inc. to submit an update to its original plan to regain compliance by September 4, 2025.

When does B. Riley Financial expect to file its outstanding SEC reports?

B. Riley Financial, Inc. states that it expects to file its 2024 Form 10-K shortly, and its Form 10-Qs for the periods ended March 31, 2025 and June 30, 2025, 30 to 45 days after filing the 10-K.

How did B. Riley Financial disclose the Nasdaq notice publicly?

On August 22, 2025, B. Riley Financial, Inc. issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that it had received the Nasdaq notice, and attached the press release as Exhibit 99.1.

Late SEC filings put B. Riley Financial (NASDAQ: RILYP) out of Nasdaq compliance