[8-K] B. Riley Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

B. Riley Financial, Inc. furnished press releases reporting preliminary unaudited financial results for the three-month period ended June 30, 2025, and additional preliminary financial information and estimates for the three- and twelve-month periods ended December 31, 2024, plus a business update covering the six months ended June 30, 2025. The Company states these press releases are being furnished and therefore are not "filed" for purposes of Section 18 of the Exchange Act.

The Current Report identifies Exhibits 99.1 (press release dated August 7, 2025), 99.2 (press release dated August 13, 2025) and 104 (cover page interactive data). The report is signed by CFO Scott Yessner on August 13, 2025.

Positive

• Timely disclosure: Press release furnished reporting preliminary unaudited financial results for the quarter ended June 30, 2025 (Exhibit 99.1).
• Additional context provided: Furnished a second press release with preliminary financial information for the three- and twelve-month periods ended December 31, 2024 and a business update and estimates for the six months ended June 30, 2025 (Exhibit 99.2).

Negative

• No financial detail in the 8-K body: The Current Report references press releases but does not include numerical results or metrics within the filing itself.
• Information is furnished, not filed: The Company notes the exhibits are not subject to Section 18 liabilities, which limits legal recourse tied to the filing's statements.
• Preliminary and unaudited: The results and estimates described are explicitly labeled as preliminary and unaudited in the filing.

Insights

Financial Analyst

TL;DR: Company furnished preliminary Q2 2025 results and preliminary estimates, but the 8-K contains no financial figures.

The filing indicates the business supplied preliminary unaudited results for Q2 2025 and preliminary information for periods ending December 31, 2024, and the six months to June 30, 2025 via press releases attached as Exhibits 99.1 and 99.2. Because the 8-K itself does not include numeric results, investors must review the exhibits for details. The disclosure is timely for market communication but limited in the filing body.

Corporate Governance Expert

TL;DR: Information was furnished, not filed, reducing Section 18 liability and signaling a routine disclosure process.

The Company explicitly states the press releases are furnished and not "filed" under the Exchange Act, which means they are not subject to Section 18 liability. The report identifies the issuer of the initial release (B. Riley Securities Holdings, Inc.) and is signed by the CFO, indicating formal corporate authorization. This is a procedural disclosure rather than a standalone financial filing.

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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 7, 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)

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

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 2.02. Results of Operations and Financial Condition.

On August 7, 2025, B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, Inc. (the “Company”), issued a press release reporting its preliminary unaudited financial results for the three-month period ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

On August 13, 2025, the Company issued a press release reporting certain preliminary financial information for the three and twelve-month periods ending December 31, 2024, and certain unaudited preliminary estimates and a business update for the six-months ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.2.

The information set forth in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated August 7, 2025
99.2		Press Release dated August 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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/ Scott Yessner
	Name:	Scott Yessner
	Title:	Chief Financial Officer
Date: August 13, 2025

2

FAQ

What did B. Riley (RILYP) disclose in this 8-K?

The company furnished press releases reporting preliminary unaudited results for the quarter ended June 30, 2025 and preliminary financial information/estimates for periods ending December 31, 2024 as well as a six-month business update.

Are the press releases attached to the 8-K filed or furnished?

They are furnished, not filed; the Company states the exhibits shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Which exhibits are included with this Current Report?

Exhibits listed are 99.1 (press release dated August 7, 2025), 99.2 (press release dated August 13, 2025), and 104 (cover page interactive data).

Who signed the 8-K and when?

The report is signed by Scott Yessner, Chief Financial Officer, dated August 13, 2025.

Which subsidiary issued the initial press release referenced in the filing?

The filing states that B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, issued the press release reporting preliminary Q2 2025 results.