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BRC Group Holdings, Inc. filed a Form 13F reporting its institutional holdings, showing 23 reported positions with a total value of $79,549,919.
The filing is signed by Bryant R. Riley, Co-Chief Executive Officer, and is dated 02-03-2026. The cover states this is a 13F holdings report with no other included managers.
BRC Group Holdings, Inc. reported that on January 27, 2026 it received a letter from Nasdaq confirming the company has regained compliance with Nasdaq’s Periodic Filing Rule 5250(c)(1), restoring its status with Nasdaq’s listing requirements.
Nasdaq also imposed a one-year “Mandatory Panel Monitor” under Listing Rule 5815(d)(4)(B). During this period, if BRC Group fails to timely meet the Periodic Filing Rule, it would receive a Delist Determination Letter without the chance to first submit a compliance plan, but could request a hearing and stay of delisting. The company announced the compliance news in a January 28, 2026 press release furnished as an exhibit.
BRC Group Holdings, Inc. filed an 8-K to furnish a press release with unaudited preliminary estimated financial information for the three-month and twelve-month periods ended December 31, 2025. The press release is included as Exhibit 99.1 and is treated as furnished, not filed, under securities laws.
BRC Group Holdings, Inc. disclosed two key changes affecting its capital structure and executive compensation. The company and its subsidiary BR Financial Holdings, LLC entered into Amendment No. 4 to their Credit Agreement with lenders and Oaktree Fund Administration, LLC as administrative and collateral agent. The amendment adds a new exception to the limitation on investments, allowing the company to repurchase unsecured notes in an aggregate outstanding amount of up to $25 million on or prior to June 30, 2026. This gives BRC Group more flexibility to manage its outstanding debt securities.
The company also amended the Amended and Restated Employment Agreement with its Executive Vice President and General Counsel, Alan N. Forman. In connection with its repositioning as a holding company and related corporate structuring efforts, the amendment reduces the executive’s severance amount to two thirds of his base salary, lowering potential future severance obligations.
B. Riley Financial, Inc. reported substantial portfolio and structural activity across 2024-2025, including multiple divestitures, impairments, and new financing arrangements. The company reported an aggregate market value of common stock held by non-affiliates of approximately $337.1 million and 30,597,066 shares outstanding as of September 16, 2025. Material asset sales generated liquidity: bebe brand assets sold for approximately $46.6 million (net cash), Great American NewCo. transaction produced approximately $167.1 million distributable to the company, Atlantic Coast Recycling cash proceeds were $68.6 million, GlassRatner and Farber were sold for aggregate cash consideration of $117.8 million, and Wealth Management assets sold to Stifel for $26.0 million.
The company recorded large non-cash impairments including a $287.0 million markdown related to its Freedom VCM investment, additional impairments aggregating $118.0 million, and a Nogin goodwill impairment of $57,664. Debt actions include a new credit facility with Oaktree ($125.0 million initial term loan and $35.0 million delayed draw) with related warrants to purchase ~1,832,290 shares at $5.14, and issuance of 8.00% Senior Secured Second Lien Notes due 2028 through private exchanges, with related warrants to purchase ~914,000 shares. Nogin’s assets were transferred under a deed of assignment on March 31, 2025 and are no longer controlled by the company.