STOCK TITAN

BRC Group (RILY) Co-CEO uses company stock to cover taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BRC Group Holdings Co-CEO Thomas J. Kelleher reported a tax-related share disposition in company stock. On April 13, 2026, 22,440 shares of common stock were withheld by the company at $7.23 per share to cover taxes due on vesting of Restricted Stock Units granted in February 2023 and March 2024. This was not an open-market sale. After this withholding, Kelleher held 70,541 shares directly, plus additional indirect holdings including 902,288 shares in a family trust, 34,118 shares in a self-directed IRA, and further shares held with dispositive power for his wife and daughters.

Positive

  • None.

Negative

  • None.
Insider KELLEHER THOMAS J /ADV
Role Co-CEO
Type Security Shares Price Value
Tax Withholding Common Stock 22,440 $7.23 $162K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 70,541 shares (Direct); Common Stock — 902,288 shares (Indirect, See note)
Footnotes (1)
  1. Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024. Held of record by Thomas J. Kelleher and wife as Trustees for the Kelleher Family Trust. Held by self-directed IRA: Thomas John Kelleher IRA. Held with dispositive power for wife. Held with dispositive power for a daughter. Held with dispositive power for a daughter. Held with dispositive power for a daughter.
Tax-withheld shares 22,440 shares Withheld on April 13, 2026 to cover RSU vesting taxes
Withholding price $7.23 per share Value used for tax-withholding disposition
Direct holdings after transaction 70,541 shares Common stock directly owned by Kelleher post-withholding
Family trust holdings 902,288 shares Held in Kelleher Family Trust with Kelleher and wife as trustees
Self-directed IRA holdings 34,118 shares Held by Thomas John Kelleher IRA
Wife’s account holdings 5,600 shares Held with dispositive power for wife
Each daughter’s account 3,405 shares Held with dispositive power for each daughter
Restricted Stock Units financial
"in connection with the vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
self-directed IRA financial
"Held by self-directed IRA: Thomas John Kelleher IRA."
dispositive power financial
"Held with dispositive power for wife."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
withheld by the Company financial
"Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KELLEHER THOMAS J /ADV

(Last)(First)(Middle)
C/O BRC GROUP HOLDINGS, INC.
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CALIFORNIA 90025

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BRC Group Holdings, Inc. [ RILY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/13/2026F22,440(1)D$7.2370,541D
Common Stock902,288ISee note(2)
Common Stock34,118ISee note(3)
Common Stock5,600IBy wife(4)
Common Stock3,405IBy daughter(5)
Common Stock3,405IBy daughter(6)
Common Stock3,405IBy daughter(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units granted on February 24, 2023 and March 4, 2024.
2. Held of record by Thomas J. Kelleher and wife as Trustees for the Kelleher Family Trust.
3. Held by self-directed IRA: Thomas John Kelleher IRA.
4. Held with dispositive power for wife.
5. Held with dispositive power for a daughter.
6. Held with dispositive power for a daughter.
7. Held with dispositive power for a daughter.
/s/ Thomas J. Kelleher04/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)