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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): January 29, 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 |
| 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
January 29, 2026, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”)
issued a press release regarding certain unaudited preliminary estimated financial information for the three-month and twelve-month period
ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The
information set forth in this Current Report, including Exhibit 99.1 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 Exhibit 99.1 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 January 29, 2026 |
| |
|
|
| 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: |
EVP & CFO |
Date:
January 29, 2026