BRC Group Holdings, Inc. (RILY) major holder updates 20.1% stake

Rhea-AI Filing Summary

Bryant R. Riley filed Amendment No. 6 to his Schedule 13D on BRC Group Holdings, Inc. He reports beneficial ownership of 6,985,856 shares of common stock, or 20.1% of the company’s outstanding shares, based on 34,798,366 shares outstanding as of March 16, 2026.

He may also be deemed to indirectly beneficially own 199,069 additional shares held for family members and in a 401(k) plan. The filing notes no transactions in the prior 60 days and discloses that his loan with Axos Bank was restructured, terminating prior pledge agreements and releasing 2,681,587 previously pledged shares.

Insights

Equity ownership and governance analyst

Riley maintains a 20.1% stake while removing a large share pledge.

The amendment shows Bryant R. Riley holding 6,985,856 shares, or 20.1% of BRC Group Holdings, Inc., based on 34,798,366 shares outstanding as of March 16, 2026. This confirms his role as a major shareholder with sole voting and dispositive power over these shares.

The filing also explains that a prior loan with Axos Bank has been restructured and the related credit and pledge agreements terminated, releasing 2,681,587 pledged shares. This reduces collateral-related constraints on his holdings. There were no reported stock transactions in the 60 days before March 19, 2026, so the economic stake is unchanged, with changes focused on financing and pledge arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

BRC Group Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

05580M108

(CUSIP Number)

Bryant R. Riley
11100 Santa Monica Boulevard, Suite 800,,
Los Angeles, CA, 90025
818 884-3737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 05580M108

1

Name of reporting person

Bryant R. Riley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,985,856.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,985,856.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,985,856.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percent of class is calculated based on a total of 34,798,366 Shares (as defined below) of the Issuer outstanding as of March 16, 2026, which is the total number of Shares outstanding as reported in the Issuer's Form 8-K filed with the SEC on March 12, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001
(b)	Name of Issuer: BRC Group Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11100 Santa Monica Blvd, Suite 800, Los Angeles, CALIFORNIA , 90025.
Item 1 Comment: This Amendment No. 6 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on June 30, 2014 (the "Initial 13D"), as amended by the Amendment No. 1 filed with the SEC on August 16, 2024, the Amendment No. 2 filed with the SEC on October 30, 2024, the Amendment No. 3 filed with the SEC on March 3, 2025, the Amendment No. 4 filed with the SEC on April 11, 2025 and the Amendment No. 5 filed with the SEC on February 13, 2026 (as so amended, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share (the "Common Stock" or "Shares"), of BRC Group Holdings, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Bryant R. Riley beneficially owns 6,985,856 shares of Common Stock, representing 20.1% of the Issuer's Common Stock outstanding, based on a total of 34,798,366 Shares of the Issuer outstanding as of March 16, 2026, which is the total number of Shares outstanding as reported in the Issuer's Form 8-K filed with the SEC on March 12, 2026. Bryant R. Riley may be deemed to indirectly beneficially own 199,069 shares of Common Stock representing 0.57% of the Issuer's Common Stock outstanding on March 16, 2026, of which (i) 17,538 are held as sole custodian for the benefit of Abigail Riley, (ii) 17,538 are held as sole custodian for the benefit of Charlie Riley, (iii) 17,537 are held as sole custodian for the benefit of Eloise Riley, (iv) 17,538 are held as sole custodian for the benefit of Susan Riley, and (v) 128,918 are held by BRC Group Holdings, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley.
(b)	The information in Item 5(a) is incorporated by reference herein.
(c)	There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the date hereof.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Initial 13D is hereby amended and restated as follows: As previously disclosed by the Company in its Schedule 14A filed with the SEC on May 10, 2024, Bryant R. Riley previously pledged as collateral a portion of his shares of Common Stock in favor of Axos Bank pursuant to the terms of a Credit Agreement, dated as of March 19, 2019, as amended from time to time and most recently on March 27, 2025, by and between Mr. Riley and Axos Bank (the "Credit Agreement") and a Pledge Agreement, dated as of the same date, executed and delivered by Mr. Riley in favor of Axos Bank (as amended from time to time, the "Pledge Agreement"). As reported in Amendment No. 5 to the Initial 13D, Mr. Riley paid down the loan resulting in the release of 53.7% of shares of Common Stock pledged to Axos pursuant to the Credit Agreement and Pledge Agreement (totaling 3,122,537 shares of Common Stock). Mr. Riley recently restructured the loan with Axos and the Credit Agreement and Pledge Agreement were terminated, resulting in the release of all of Mr. Riley's pledged shares of Common Stock (totaling 2,681,587 shares).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bryant R. Riley

Signature:	/s/ Bryant R. Riley
Name/Title:	Bryant R. Riley
Date:	03/19/2026

FAQ

How much of BRC Group Holdings, Inc. does Bryant R. Riley own according to this Schedule 13D/A?

Bryant R. Riley beneficially owns 6,985,856 shares of BRC Group Holdings, Inc. common stock, representing 20.1% of the company’s outstanding shares, based on 34,798,366 shares outstanding as of March 16, 2026, as referenced in the filing.

Does Bryant R. Riley have indirect ownership in BRC Group Holdings, Inc. under this amendment?

Yes. He may be deemed to indirectly beneficially own 199,069 additional shares, about 0.57% of outstanding stock, held for family members and in the BRC Group Holdings, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley, as detailed in Item 5(a).

Were there any recent stock transactions by Bryant R. Riley in BRC Group Holdings, Inc. shares?

No. The amendment explicitly states there were no transactions by Bryant R. Riley in BRC Group Holdings, Inc. common stock during the 60-day period prior to the amendment date, indicating his reported ownership reflects a stable position over that timeframe.

What change did this Schedule 13D/A describe regarding pledged BRC Group Holdings, Inc. shares?

The filing explains that after restructuring his loan with Axos Bank, the related Credit Agreement and Pledge Agreement were terminated, resulting in the release of 2,681,587 previously pledged BRC Group Holdings, Inc. shares, freeing all of Riley’s pledged common stock collateral.

How many BRC Group Holdings, Inc. shares were previously released from pledge before this amendment?

An earlier amendment reported that paying down the Axos Bank loan led to the release of 3,122,537 pledged shares, representing 53.7% of the pledged common stock. This context is reiterated, showing a multi-step process of reducing and ultimately eliminating pledged-share collateral.

What is the total share count used to calculate Bryant R. Riley’s ownership percentage in this filing?

The ownership percentages are calculated using a total of 34,798,366 BRC Group Holdings, Inc. common shares outstanding as of March 16, 2026, which the filing notes is the share count reported in the company’s Form 8-K filed on March 12, 2026.