RILYP Form 12b-25: Strong Q2 Estimates After Asset Sales and Debt Exchanges

Rhea-AI Filing Summary

B. Riley Financial filed a Form 12b-25 notifying the SEC it could not timely file its NT 10-Q for the period ended June 30, 2025 by the August 11, 2025 due date and is completing audits for its Annual Report for 2024 and the Q1 2025 Quarterly Report. The company estimates net income available to common shareholders for Q2 2025 of $120 million to $140 million (or $3.93 to $4.59 per diluted share) versus a net loss of $(436) million (or $(14.35) per diluted share) in Q2 2024. Q2 results include a $66 million gain from the sale of GlassRatner and a $45 million gain from exchanging senior notes. Cash and equivalents were ~$268 million at June 30, 2025, total assets ~$1.5 billion, and total debt ~$1.46 billion. The notification is signed by CFO Scott Yessner on August 12, 2025.

Positive

• Estimated Q2 2025 net income of $120M–$140M, a large improvement versus a Q2 2024 net loss of $(436)M
• Material one-time gains: ~$66M from sale of GlassRatner and ~$45M from exchange of senior notes
• Improved liquidity: cash and cash equivalents approximately $268M at June 30, 2025 (up from $257M at Dec 31, 2024)
• Debt reduction: total debt estimated ~$1.46B at June 30, 2025, down ~$0.7B year-over-year

Negative

• Late filing of the NT 10-Q for the period ended June 30, 2025; missed required filing date of August 11, 2025
• Outstanding filings: Annual Report for 2024 and Quarterly Report for Q1 2025 have not been completed or filed
• Significant asset decline: total assets decreased to ~$1.5B from ~$3.2B a year earlier, reflecting major disposals which may reduce recurring revenue base

Insights

Financial Analyst

TL;DR: The company reports a substantial quarter-to-quarter earnings turnaround but faces governance and timing risk from late filings.

The estimated Q2 2025 net income range of $120–$140 million marks a material improvement versus a year-ago net loss of $436 million, driven in part by one-time gains from the sale of GlassRatner (~$66 million) and a ~$45 million gain from a senior note exchange. Liquidity appears stable with ~$268 million in cash and equivalents. However, the registrant failed to file required periodic reports on time and has not yet completed the 2024 audit and Q1 2025 filing, which creates short-term disclosure and audit completion risk for investors evaluating recurring operating performance versus one-time items.

M&A / Corporate Finance Specialist

TL;DR: Asset sales and debt-exchange activity materially reduced leverage and produced nonrecurring gains, improving reported results.

Reported asset dispositions (including GlassRatner and prior Great American businesses and Brands sales) and exchanges of senior notes reduced total assets to ~ $1.5 billion and total debt to ~$1.46 billion at June 30, 2025, versus $3.2 billion and $2.16 billion a year earlier. The combination of $66 million sale proceeds and $45 million note-exchange gain are key drivers of the quarter’s improvement. These transactions appear to be strategically material and accretive to near-term earnings, though their nonrecurring nature means ongoing performance should be assessed after the audited filings are released.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 001-37503

CUSIP: 05580M 108

(Check One):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q
	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

For Period Ended: June 30, 2025

☐	Transition Report on Form 10-K	☐	Transition Report on Form 20-F
☐	Transition Report on Form 11-K	☐	Transition Report on Form 10-Q

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

B. Riley Financial, Inc.

Full Name of Registrant

Former Name if Applicable

11100 Santa Monica Blvd., Suite 800

Address of Principal Executive Office (Street and Number)

Los Angeles, CA 90025

City, State and Zip Code 

PART II – RULES 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and;
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

B. Riley Financial, Inc. (the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) by August 11, 2025, the required filing date. The Company is also working expeditiously to complete the audit and finalize the Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, which will allow us to move forward with the filing of the Quarterly Report as promptly as practical.

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PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Scott Yessner		(310)		966-1444
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☐ Yes ☒ No

Annual Report on Form 10-K for the year ended December 31, 2024.

Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Estimated results of operations for the three months ended June 30, 2025 are summarized as follows:

Net income available to common shareholders for the three months ended June 30, 2025 is estimated to be in the range of $120 million to $140 million, or $3.93 to $4.59 net income per diluted common share compared to a net loss available to common shareholders of $(436) million or $(14.35) per diluted common share for the three months ended June 30, 2024. Results for the quarterly period ended June 30, 2025 includes a gain from the sale of GlassRatner Advisory & Capital Group, LLC (“GlassRatner”) of approximately $66 million and a gain of approximately $45 million from the exchange of certain outstanding senior notes. The Company is working to complete the audit and finalize the Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

Cash, cash equivalents, and restricted cash as of June 30, 2025 of approximately $268 million, which included approximately $267 million of cash and cash equivalents and $1 million of restricted cash. This is an increase in cash, cash equivalents, and restricted cash from $257 million as of December 31, 2024. In the comparable quarter ended June 30, 2024, cash, cash equivalents, and restricted cash totaled $239 million.

Total loans receivable, securities and other investments and amounts due from clearing brokers are estimated to be approximately $410 to $440 million at June 30, 2025. The Company estimates liabilities related to loan participations sold of approximately $10 million at June 30, 2025. Total assets of the Company are estimated to be approximately $1.5 billion at June 30, 2025, a decrease from approximately $3.2 billion in the comparable period ended June 30, 2024. The decrease in total assets is due to a decrease of $0.7 billion in securities borrowed and a decrease in assets of related to the sale of the Great American businesses and Brands assets in the fourth quarter of 2024 and the sale of GlassRatner in June 2025.

Total debt is estimated to be approximately $1.46 billion at June 30, 2025, a decrease of approximately $0.7 billion from $2.16 billion at June 30, 2024. The decrease includes approximately $146 million reduction in the outstanding balance from retiring the senior notes due February 28, 2025. The remaining decrease of approximately $0.6 billion is related to servicing the existing debt and the exchange of certain senior notes during the six months ended June 30, 2025.

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B. Riley Financial, Inc. 

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2025	By:	/s/ Scott Yessner
		Scott Yessner
		Chief Financial Officer

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FAQ

Why did B. Riley (RILYP) file a Form 12b-25?

The company could not timely file its NT 10-Q for the period ended June 30, 2025 by the required date and is completing audits for the 2024 Annual Report and the Q1 2025 report.

What is B. Riley's estimated net income for Q2 2025 (RILYP)?

Estimated net income available to common shareholders for Q2 2025 is $120 million to $140 million, or $3.93 to $4.59 per diluted share.

What drove the Q2 2025 earnings improvement at B. Riley?

Q2 results include a ~$66 million gain from the sale of GlassRatner and a ~$45 million gain from the exchange of certain outstanding senior notes.

What were B. Riley's cash and total debt levels at June 30, 2025?

Cash, cash equivalents, and restricted cash were approximately $268 million. Total debt was estimated at approximately $1.46 billion.

Has B. Riley filed all required reports in the last 12 months?

No. The company indicated it has not filed the Annual Report for 2024 and the Q1 2025 Quarterly Report during the preceding 12 months.