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

Rhea-AI Filing Summary

B. Riley Financial, Inc. filed an 8-K reporting a material agreement dated August 20, 2025. The filing lists multiple securities (common stock RILY; depositary/preferred shares RILYP, RILYL; several series of senior notes RILYG, RILYK, RILYN, RILYZ, RILYT) and includes a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement dated August 20, 2025 among various Targus entities and FGI Worldwide LLC as lender and agent. The filing also references an embedded Inline XBRL Cover Page Interactive Data File and is signed by Bryant Riley, Chairman & Co-CEO. The document provides identification of the agreement and parties but does not include financial terms, commitments, or further explanatory detail in the provided excerpt.

Positive

• Material financing agreement disclosed, showing regulatory transparency about a new credit/receivables facility
• Counterparty identified as FGI Worldwide LLC and contracting affiliates are listed, which aids investor clarity
• Interactive XBRL cover page included, supporting structured data disclosure

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: The company disclosed a credit and receivables financing agreement with FGI Worldwide LLC involving multiple Targus subsidiaries.

The filing explicitly identifies a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement dated August 20, 2025 and lists the contracting Targus entities and FGI Worldwide LLC as lender and agent. This is a material financing disclosure because it documents a formal financing arrangement; however, the excerpt lacks economic terms such as facility size, covenants, pricing, maturity, or collateral details, preventing assessment of leverage, liquidity impact, or covenant risk. The inclusion of an Inline XBRL cover page indicates structured disclosure, but substantive financial effects are not present in the provided content.

Securities & Disclosure Counsel

TL;DR: The 8-K identifies a material credit agreement and the signing executive, but contains no terms to evaluate legal or covenant implications.

The filing meets disclosure protocol by naming the agreement, parties, and date and by providing an interactive data cover page. The absence of contractual terms, security descriptions, or borrowings in the excerpt limits legal analysis: we cannot determine whether representations, events of default, guarantees, or secured collateral create material contingent liabilities. The signature by Bryant Riley fulfills officer attestation for the filing excerpt shown.

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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 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 1.01 Entry into a Material Definitive Agreement

On August 20, 2025, Tiger US Holdings, Inc. (the “Borrower”), a wholly owned subsidiary of B. Riley Financial, Inc. (the “Company”), and certain of the Borrowers’ direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent, for a three-year $30 million revolving loan facility, the proceeds of which were used to refinance and repay all obligations under an existing credit agreement between the Borrower and PNC Bank, National Association. The final maturity date of the FGI Credit Agreement is August 20, 2028.

The FGI Credit Agreement is a revolving line of credit facility with a receivables purchase feature under which the purchase of eligible receivables is on a full recourse basis with each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25% per annum or (b) 3.00% above the term SOFR for a period of 1 month plus 10 basis points. In addition, the Borrower is required to pay a monthly collateral management fee.

The FGI Credit Agreement is secured by (i) a first priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity interests of the Borrower and its direct and indirect subsidiaries. The FGI Credit Agreement contains certain covenants, including those limiting the FGI Loan Parties’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The FGI Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled to take various actions, including the acceleration of amounts outstanding under the FGI Credit Agreement.

As required under the FGI Credit Agreement, B. Riley Commercial Capital, LLC, a wholly owned subsidiary of the Company, entered into an amendment to an existing intercompany loan and security agreement to extend an additional subordinated loan to the Borrower at the closing of the FGI Credit Agreement in the amount of $5 million increasing the aggregate principal amount of such loan from $5 million to $10 million. 

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Revolving Credit, Receivables Purchase, Security and Guaranty Agreement dated as of August 20, 2025 by and among Targus International LLC, Targus US LLC, Hyper Products Inc., Targus (Canada) Ltd., Tiger US Holdings Inc., Targus US Newco Inc., Targus International Holdco (UK) Limited, Targus Group (UK) Limited, Targus Europe Limited, Targus Asia Pacific Limited, and FGI Worldwide LLC as lender and agent.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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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 26, 2025 

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FAQ

What financing agreement did B. Riley Financial disclose in the 8-K (RILYP)?

The filing discloses a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement dated August 20, 2025 among various Targus entities and FGI Worldwide LLC as lender and agent.

Does the 8-K provide the dollar amount or terms of the credit facility?

No. The provided excerpt does not include financial terms, facility size, interest rates, maturity, covenants, or collateral details.

Which entities are parties to the agreement referenced in the filing?

The excerpt lists multiple parties including Targus International LLC, Targus US LLC, Hyper Products Inc., Targus (Canada) Ltd., Tiger US Holdings Inc., Targus US Newco Inc., Targus International Holdco (UK) Limited, Targus Group (UK) Limited, Targus Europe Limited, Targus Asia Pacific Limited, and FGI Worldwide LLC as lender and agent.

Who signed the 8-K for B. Riley Financial in the provided excerpt?

The filing excerpt is signed by Bryant Riley, Chairman & Co-CEO.

Does the excerpt indicate whether this agreement materially changes B. Riley's financial obligations?

The excerpt does not provide sufficient information to determine any change in financial obligations or material impact.