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| LEI | 529900LRQ75IKIPK4990 |
| CIK | 1464790 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BRC Group Holdings, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| May 26, 2026 |
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): May 19, 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 F |
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| May 7, 2026 |
[Rest of page intentionally left blank; signature pages follow] Exhibit 10.4 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 8, 2026 (the “Third Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company ( |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 7, 2026 |
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): May 7, 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 Fi |
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| May 7, 2026 |
FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Reports First Quarter 2026 Financial Results First Quarter 2026 Net Income Available to Common Shareholders of $211.3 Million; First Quarter 2026 Adjusted EBITDA of $262.2 Million;Operating Adjusted EBITDA of $34.6 Million LOS ANGELES, May 7, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRCGH” or the “Company”), a diversified holding company, toda |
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| April 10, 2026 |
As Filed with the U.S. Securities and Exchange Commission on April 10, 2026 As Filed with the U.S. Securities and Exchange Commission on April 10, 2026 Registration No. 333-293348 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT NO. 333-293348 UNDER THE SECURITIES ACT OF 1933 BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 27-0223495 (Stat |
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| April 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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| April 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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| April 9, 2026 |
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): April 2, 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 |
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| April 1, 2026 |
Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2026 |
Subsidiaries of BRC Group Holdings, Inc. – December 31, 2025 Exhibit 21.1 Subsidiaries of BRC Group Holdings, Inc. – December 31, 2025 Jurisdiction of Organization/ Subsidiary Incorporation B. Riley Acquisition Corp. I Delaware B. Riley Acquisition Corp. II Delaware B. Riley Acquisition Corp. III Delaware B. Riley Acquisition Corp. IV Delaware B. Riley Acquisition Corp. V Delaware B. Riley Acquisition Sponsor Co., I, LLC Delaware B. Riley Acquisition Sponso |
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| March 31, 2026 |
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): March 31, 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 |
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| March 31, 2026 |
FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results Fourth Quarter 2025 Net Income Available to Common Shareholders of $84.8 Million; Fourth Quarter 2025 Adjusted EBITDA of $104.2 Million Full Year 2025 Net Income Available to Common Shareholders of $299.4 Million; Full Year 2025 Adjusted EBITDA of $231.1 Million LOS ANGELES, March 31, 2026 – |
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| March 31, 2026 |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT Exhibit 10.63 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 8, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and each of the persons whose name appears on the signature pages hereto (collectively, the “Holders” and, togeth |
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| March 31, 2026 |
Exhibit 19.1 POLICY STATEMENT Subject: Insider Trading Date Issued: February 16, 2017 Date Amended: May 21, 2019 Date Amended: April 28, 2022 Date Amended: February 24, 2023 Date Amended: February 20, 2026 Approved by: Board of Directors Date: February 24, 2026 Distribution: All Employees U.S. securities laws make it illegal to trade in the securities of BRC Group Holdings, Inc. (together with its |
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| March 31, 2026 |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT Exhibit 10.66 CONFIDENTIAL AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of August 25, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and the person whose name appears on the signature pages hereto (the “Holder” and, together with the Company, the “Par |
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| March 31, 2026 |
Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2026 |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT Exhibit 10.71 Execution Version CONFIDENTIAL AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 9, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and the person whose name appears on the signature pages hereto (the “Holder” and, together with t |
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| March 17, 2026 |
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: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| March 12, 2026 |
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): March 6, 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 |
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| March 12, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Announces Retirement of Approximately $37.9 Million in Outstanding Debt Through Bond-for-Equity Exchanges and Repurchases Redemption of Approximately $96 Million of 5.50% Senior Notes due 2026 (RILYK) on March 30, 2026 Fourth Quarter and Full Year 2025 Financial Results to be Released by March 31, 2026 LOS ANGELES, March 12, 2026 – BRC Gr |
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| March 3, 2026 |
TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT Exhibit 10.1 Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT This Tenth Amendment to Credit Agreement and Amendment to Security Agreement (this “Amendment”) is made as of February 25, 2026, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named on Schedule I hereto (individually, a “Guarantor”, and coll |
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| March 3, 2026 |
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): February 25, 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) (Commiss |
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| February 10, 2026 |
As Filed with the U.S. Securities and Exchange Commission on February 10, 2026 As Filed with the U.S. Securities and Exchange Commission on February 10, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 27-0223495 (State of Incorporation) (Primary Standard Industrial Cla |
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| February 10, 2026 |
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): February 10, 2026 (September 19, 2025) BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of in |
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| January 29, 2026 |
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 27, 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) (Commissi |
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| January 29, 2026 |
BRC Group Holdings, Inc. Restores Compliance with Nasdaq Periodic Filing Rule Exhibit 99.1 BRC Group Holdings, Inc. Restores Compliance with Nasdaq Periodic Filing Rule LOS ANGELES, January 28, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) (“BRC” or the “Company”), a diversified holding company, today announced that on January 27, 2026 the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that it has regained |
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| January 29, 2026 |
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) (Commissi |
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| January 29, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Shares Fourth Quarter and Full Year 2025 Preliminary Financial Estimates Fourth Quarter 2025 Net Income Available to Common Shareholders Expected to be in the Range of $60.0 Million to $65.4 Million; Fourth Quarter 2025 Adjusted EBITDA Expected to be in the Range of $98.9 Million to $109.4 Million Full Year 2025 Net Income Available to Co |
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| January 20, 2026 |
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 14, 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) (Commissi |
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| January 20, 2026 |
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 20, 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) (Commissi |
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| January 20, 2026 |
Amendment No. 1 to Amended And Restated Employment Agreement Exhibit 10.2 Amendment No. 1 to Amended And Restated Employment Agreement This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of January 15, 2026, by and between BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Alan N. Forman (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and |
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| January 20, 2026 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective January 14, 2026 (the “Effective Date”), among BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the le |
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| January 14, 2026 |
AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT Exhibit 10.4 AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of July 25, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS |
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| January 14, 2026 |
AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT Exhibit 10.5 AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of August 15, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGU |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| January 14, 2026 |
AMENDMENT NO. 3 TO KEEPWELL AGREEMENT Exhibit 10.6 AMENDMENT NO. 3 TO KEEPWELL AGREEMENT This AMENDMENT NO. 3 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of July 25, 2025 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, NATIO |
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| January 14, 2026 |
Exhibit 10.2 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF |
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| January 14, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Reports Third Quarter 2025 Financial Results Third Quarter 2025 Net Income Available to Common Shareholders of $89.1 Million Third Quarter 2025 Form 10-Q Filed Prior to Nasdaq’s January 20, 2026 Deadline, Bringing SEC Periodic Reporting Current LOS ANGELES, January 14, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASD |
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| January 14, 2026 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of July 11, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (as |
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| January 14, 2026 |
Exhibit 10.7 Execution Version SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of August 4, 2025, by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and GLAS Trust Company LLC, as Trustee and Collateral Agent under the Indenture referred to below. W I T N E S E T H: WHEREAS, the Company, the Trustee and Collateral Agent |
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| January 14, 2026 |
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 14, 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) (Commissi |
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| January 14, 2026 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective July 8, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”) an |
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| January 13, 2026 |
Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On April 4, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “Wealth W-2” disposal group, as defined and further described in Note 1 - Description of the Disposition. The una |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| January 13, 2026 |
Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On June 27, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “GlassRatner” disposal group, as defined and further described in Note 1 - Description of the Disposition. The un |
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| January 13, 2026 |
Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On March 3, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “Atlantic Companies” disposal group, as defined and further described in Note 1 - Description of the Disposition. |
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| January 13, 2026 |
Exhibit 2.1 EXECUTION COPY PURCHASE AGREEMENT by and among B. RILEY WEALTH MANAGEMENT, INC., B. RILEY WEALTH ADVISORS, INC. (F/K/A NATIONAL ASSET MANAGEMENT, INC.) and STIFEL, NICOLAUS & COMPANY, INCORPORATED Dated as of October 31, 2024 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 31, 2024, by and among B. Riley Wealth Management, Inc., a Tennessee c |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| January 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| January 2, 2026 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF BRC GROUP HOLDINGS, INC. a Delaware corporation The undersigned does hereby certify that: 1. He is the duly qualified Secretary of BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a duly organized and existing Delaware corporation (the “Corporation”). 2. Effective as of January 1, 2026, the Corporation’s Amended a |
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| January 2, 2026 |
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 1, 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) (Commissio |
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| January 2, 2026 |
STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Exhibit 3.1 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “B. RILEY FINANCIAL, INC.”, CHANGING ITS NAME FROM "B. RILEY FINANCIAL, INC." TO "BRC GROUP HOLDINGS, INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2025, AT 2:37 O |
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| January 2, 2026 |
Exhibit 3.3 BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 1, 2026 to the Indenture dated as of May 7, 2019 5.00% Senior Notes due 2026 5.50% Senior Notes due 2026 6.50% Senior Notes due 2026 5.25% Senior Notes due 2028 6.00% Senior Notes due 2028 EIGHTH SUPPLEMENTAL INDENTU |
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| December 15, 2025 |
Exhibit 10.15 KEEPWELL AGREEMENT This KEEPWELL AGREEMENT, dated as of February 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among B. RILEY FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY PRINCIPAL INVESTMENTS LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("H |
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| December 15, 2025 |
Exhibit 10.14 AMENDMENT NO. 5 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 5 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of May 9, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS U |
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| December 15, 2025 |
Registration Rights Agreement by and between B. Riley Financial, Inc., and VR Global Partners, L.P. Exhibit 10.19 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and VR Global Partners, L.P., a Cayman Islands exempted limited partnership (the “Initial Holder” and, together with any holder pursuant to a Joinder Agreement (as defined be |
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| December 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| December 15, 2025 |
Exhibit 10.7 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 10, 2025 (the “Second Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Lingo”), UNITED ONLINE, INC., a Delaware corporation (“U |
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| December 15, 2025 |
Exhibit 10.11 AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of February 20, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TA |
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| December 15, 2025 |
Exhibit 10.17 AMENDMENT NO. 2 TO KEEPWELL AGREEMENT This AMENDMENT NO. 2 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of May 9, 2025 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, NATION |
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| December 15, 2025 |
Exhibit 10.10 AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of October 31, 2023 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TAR |
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| December 15, 2025 |
Form of Warrant, for warrants issued to VR Global Partners, L.P. Exhibit 10.18 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREO |
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| December 15, 2025 |
Great American Contemporary Insurance Company, Exhibit 10.20 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREO |
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| December 15, 2025 |
Exhibit 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2025 (the “First Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Lingo”), UNITED ONLINE, INC., a Delaware corporation (“Unite |
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| December 15, 2025 |
Earnings Release dated December 15, 2025 Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Reports Second Quarter 2025 Financial Results Second Quarter 2025 Net Income of $137.5 Million in Line with Previous Estimate of $120 Million to $140 Million Second Quarter 2025 Form 10-Q Filed Prior to Nasdaq’s December 23, 2025 Deadline LOS ANGELES, December 15, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a divers |
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| December 15, 2025 |
Exhibit 10.21 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of April 7, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (a |
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| December 15, 2025 |
Exhibit 10.13 AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of November 7, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TAR |
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| December 15, 2025 |
Exhibit 10.16 AMENDMENT NO. 1 TO KEEPWELL AGREEMENT This AMENDMENT NO. 1 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of November 7, 2024 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, N |
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| December 15, 2025 |
Exhibit 10.12 AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of June 27, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS |
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| December 15, 2025 |
Exhibit 10.9 Execution Version REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A LENDER AND AS AGENT) WITH TIGER US HOLDINGS INC. (AS HOLDINGS AND THE INITIAL BORROWER) THE OTHER BORROWERS THAT ARE PARTY HERETO AND THE OTHER LOAN PARTIES THAT ARE PARTY HERETO October 18, 2022 13739273v10 10/18/2022 9:05 AM 4033.900 TABLE OF CONTENTS Page 1.1 Accounting Terms 1 |
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| December 15, 2025 |
Exhibit 10.8 Execution Version AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (this “Amendment”) is made as of June 17, 2025, by and among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the Persons named on Schedule I hereto (the “Guarantors”), B. Riley Financial, Inc. (the “Specified Guarantor”), the LENDERS party hereto, and AXOS BANK, as Administr |
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| December 15, 2025 |
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): December 15, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| December 3, 2025 |
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): December 1, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| November 28, 2025 |
B. Riley Receives Expected Nasdaq Delinquency Notification; Anticipates Meeting New Filing Deadlines Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Receives Expected Nasdaq Delinquency Notification; Anticipates Meeting New Filing Deadlines ● As previously disclosed, the Nasdaq Hearing Panel granted extended filing deadlines ● Second Quarter 10-Q and Third Quarter 10-Q filing deadlines are December 23, 2025 and January 20, 2026, respectively ● First Quarter 10-Q was filed on November 18, 2025, before |
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| November 28, 2025 |
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): November 21, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| November 19, 2025 |
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): November 18, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| November 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| November 18, 2025 |
BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of Exhibit 10.3 AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is entered into effective March 24, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “B |
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| November 18, 2025 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT among BRPI ACQUISITION CO LLC, LINGO MANAGEMENT, LLC, UNITED ONLINE, INC., and YMAX CORPORATION, as the Borrowers, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, as Sole Lead Arranger, Sole Book Manager and Administrative Agent, and THE LENDERS PARTY HERETO Dated as |
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| November 14, 2025 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and among (i) B. Riley Financial, Inc. (the “Company”), (ii) solely for purposes of Section 3.2, B. Riley Securities, Inc. (“BRS”), and (iii) Bryant R. Riley (“Executive”), effective as of November 8, 2025 (“Effective Date”). WHEREAS, the Company desires to continu |
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| November 14, 2025 |
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): November 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| November 12, 2025 |
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: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| November 6, 2025 |
B. Riley Securities Releases Third Quarter 2025 Business Update and Financial Highlights Exhibit 99.1 www.brileysecurities.com B. Riley Securities Releases Third Quarter 2025 Business Update and Financial Highlights ARLINGTON, VA, November 6, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business update and certain preliminary financial results for the three-month period ended Septem |
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| November 6, 2025 |
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): November 6, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 14, 2025 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective October 8, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”) |
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| October 14, 2025 |
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): October 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| October 6, 2025 |
B. Riley Financial Receives Nasdaq Staff Determination Letter; Will Seek Hearing & Continued Listing Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Receives Nasdaq Staff Determination Letter; Will Seek Hearing & Continued Listing LOS ANGELES, October 6, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") today announced that, on October 1, 2025, the Company received a Staff Determination Letter from the Nasdaq Listing Qualifications Staff (the “Staff”) based on the Company's non |
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| October 6, 2025 |
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): October 1, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| September 19, 2025 |
Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 19, 2025 |
SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER Exhibit 10.42 SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of November 10, 2022, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial i |
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| September 19, 2025 |
THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.43 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2023, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on the |
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| September 19, 2025 |
FOURTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.44 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2023, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on |
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| September 19, 2025 |
FIFTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.45 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on |
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| September 19, 2025 |
TWELFTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.19 TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 18, 2024 (the “Twelfth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), th |
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| September 19, 2025 |
Exhibit 10.40 Execution Version CREDIT AGREEMENT among LINGO MANAGEMENT, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, N.A., as Sole Lead Arranger, Sole Book Manager and Administrative Agent, and THE LENDERS PARTY HERETO Dated as of August 16, 2022 BN 71729329v12 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND |
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| September 19, 2025 |
Exhibit 19.1 POLICY STATEMENT Subject: Insider Trading Date Issued: February 16, 2017 Date Amended: May 21, 2019 Date Amended: April 28, 2022 Date Amended: February 24, 2023 Approved by: Board of Directors Date: February 24, 2023 Distribution: Federal securities laws make it is illegal to trade in the securities of B. Riley Financial, Inc. (“B. Riley” or the “Company”) while in the possession of m |
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| September 19, 2025 |
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.53 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions iden |
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| September 19, 2025 |
Exhibit 10.39 GREAT AMERICAN HOLDINGS, LLC a Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 15, 2024 THE UNITS AND OTHER MEMBERSHIP INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTH |
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| September 19, 2025 |
TWELFTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.52 TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 18, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified |
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| September 19, 2025 |
Subsidiaries of B. Riley Financial, Inc. – December 31, 2024 Exhibit 21.1 Subsidiaries of B. Riley Financial, Inc. – December 31, 2024 Jurisdiction of Organization/ Subsidiary Incorporation AAL (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ABJ5, LLC Delaware AGORA (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ANNETNAUS (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ApisRegina (ASSIGNMENT FOR THE BENEFIT OF CREDITORS) LLC C |
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| September 19, 2025 |
THIRTEENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.20 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2024 (the “Thirteenth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrow |
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| September 19, 2025 |
SIXTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.46 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on the |
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| September 19, 2025 |
FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER Exhibit 10.41 FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of September 9, 2022, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial ins |
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| September 12, 2025 |
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): September 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| September 12, 2025 |
Exhibit 16.1 September 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by B. Riley Financial, Inc. under Item 4.01 of its Form 8-K dated September 12, 2025. We agree with the statements concerning our Firm in such Form 8- K; we are not in a position to agree or disagree with other statements of B. Riley Financial, |
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| August 26, 2025 |
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): August 20, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| August 26, 2025 |
Exhibit 10.1 Execution Version REVOLVING CREDIT, RECEIVABLES PURCHASE, SECURITY AND GUARANTY AGREEMENT FGI WORLDWIDE LLC (AS LENDER AND AS AGENT) WITH TARGUS INTERNATIONAL LLC, TARGUS US LLC, HYPER PRODUCTS INC., AND TARGUS (CANADA) LTD. (AS BORROWERS) TIGER US HOLDINGS INC. AND TARGUS US NEWCO INC. (AS GUARANTORS) August 20, 2025 TABLE OF CONTENTS Page I. DEFINITIONS. 1 1.1. Accounting Terms 1 1. |
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| August 22, 2025 |
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): August 20, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| August 22, 2025 |
B. Riley Financial Announces Notification of Delinquency with Nasdaq Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, August 22, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the “Company”) today announced it received an expected delinquency notification letter from Nasdaq on August 20, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of |
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| August 13, 2025 |
Exhibit 99.2 B. Riley Financial Shares Preliminary Fourth Quarter and Full Year 2024 Results and Financial Estimates and Business Update for First Half 2025 First Half 2025 Net Income Available to Common Shareholders Expected to be in the Range of $125.0 Million to $145.0 Million, or $4.08 to $4.74 Diluted Net Income per Common Share As of June 30, 2025, Estimated Cash of $268 Million, Total Debt |
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| August 13, 2025 |
B. Riley Securities Provides Post-Carve Out Business Update and Financial Highlights Exhibit 99.1 www.brileysecurities.com B. Riley Securities Provides Post-Carve Out Business Update and Financial Highlights ARLINGTON, VA, August 7, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business update and certain preliminary financial results for its first full quarter since the previous |
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| August 13, 2025 |
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): August 7, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| August 12, 2025 |
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 ☐ Tran |
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| July 3, 2025 |
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): June 27, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| July 3, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Announces the $117.8 Million Sale of GlassRatner to TorQuest Partners Company Expects to Record Gain on Sale of Approximately $66 Million in Q2 Financial Results LOS ANGELES, June 27, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a diversified financial services company, today announced it has sold its advisory servic |
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| July 3, 2025 |
Exhibit 2.1 CONFIDENTIAL Execution Version Equity Purchase Agreement by and among B. Riley Advisory Holdings, LLC, as the GR Seller, and B. Riley Advisory US, Inc., as the Farber Seller, and B. Riley Financial, Inc. as the Parent, and Gallop U.S. Acquireco Inc., as the GR Buyer and 1001243443 Ontario Inc., as the Farber Buyer. Dated as of June 27, 2025 Table of Contents Page ARTICLE 1 DEFINITIONS |
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| June 6, 2025 |
Exhibit 99.1 B. Riley Financial Granted Extension from Nasdaq Regarding Listing Rules Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025 Expects to Return to Normal Filing Cadence by Fall 2025 LOS ANGELES, June 6, 2025 – B. Riley F |
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| June 6, 2025 |
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): June 4, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F |
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| May 30, 2025 |
May 30, 2025 Phillip Ahn Chief Financial Officer and Chief Operating Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 10-K for December 31, 2023 File No. 001-37503 Dear Phillip Ahn: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy o |
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| May 28, 2025 |
B. Riley Financial Announces Notification of Delinquency with Nasdaq Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, May 28, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (“BRF” or the "Company") today announced it received an expected delinquency notification letter from Nasdaq on May 21, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing |
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| May 28, 2025 |
Exhibit 10.1 WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIA |
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| May 28, 2025 |
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): May 21, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F |
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| May 28, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (as defined below), th |
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| May 22, 2025 |
B. RILEY FINANCIAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT Exhibit 10.2 NEITHER THE OPTION (DEFINED BELOW) NOR THE COVERED SHARES (DEFINED BELOW) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (DEFINED BELOW), OR ANY U.S. STATE “BLUE SKY” OR SECURITIES LAWS OR THE SECURITIES LAWS OR REGULATIONS OF ANY NON-U.S. JURISDICTION. SUCH COVERED SHARES CANOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH AP |
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| May 22, 2025 |
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): May 16, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F |
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| May 22, 2025 |
Exhibit 99.1 B. Riley Financial Announces CFO Transition Scott Yessner to Assume Chief Financial Officer Role, Succeeding Phillip Ahn LOS ANGELES, May 19, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced that Scott Yessner has been appointed Chief Financial Officer, effective June 3, 2025. Mr. Yessner, who has s |
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| May 22, 2025 |
B. Riley Securities Provides Business and Financial Update Following Carve-Out Transaction Exhibit 99.2 B. Riley Securities Provides Business and Financial Update Following Carve-Out Transaction LOS ANGELES, May 19, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business and financial update following its previously announced carve-out transaction with B. Riley Financial, Inc. (“BRF”), |
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| May 22, 2025 |
Exhibit 10.1 [Execution Copy] EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between B. Riley Financial, Inc. (the “Company”) and Scott Yessner (“Executive”), effective as of May 19, 2025 (“Effective Date”). WHEREAS, the Company desires to retain the services of Executive, and Executive desires to be employed by the Company. NOW, THEREFORE, in consideration of |
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| May 13, 2025 |
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: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| May 1, 2025 |
11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: ((310) 966-1444 www.brileyfin.com April 30, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Michael Volley, Amit Pande, Todd K. Schiffman and James Lopez Re: B. Riley Financial, Inc. Response to Comments dated November 1, 2024 File No. 001-37503 Ladies an |
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| April 4, 2025 |
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): April 1, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| April 4, 2025 |
B. Riley Financial Announces Notification of Delinquency with Nasdaq Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, April 4, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") today announced it received an expected delinquency notification letter from Nasdaq on April 3, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the |
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| April 1, 2025 |
Exhibit 10.1 B. RILEY FINANCIAL, INC., as the Issuer and THE GUARANTORS PARTY HERETO $87,753,000 8.00% Senior Secured Second Lien Notes due 2028 INDENTURE Dated as of March 26, 2025 GLAS TRUST COMPANY LLC, as Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 46 Section 1.03 Rules of Con |
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| April 1, 2025 |
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): March 26, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| April 1, 2025 |
Exhibit 10.3 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF |
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| April 1, 2025 |
Exhibit 10.2 FORM OF 8.00% SENIOR SECURED SECOND LIEN NOTE DUE 2028 (Face of Note) 8.00% Senior Secured Second Lien Notes due 2028 [Global Notes Legend] [Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture] [Restricted Notes Legend] [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Regulation S Global Note Legend |
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| April 1, 2025 |
Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Holbrook Income Fund, a Delaware statutory trust (the “Initial Holder” and, together with any holder pursuant to a Joinder Agreement (as defined below), the “Holders”). C |
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| March 24, 2025 |
March 24, 2025 Phillip Ahn Chief Financial Officer and Chief Operating Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Response to Comments dated November 1, 2024 File No. 001-37503 Dear Phillip Ahn: We have reviewed your November 1, 2024 response to our comment letter and have the following comments. Please respond to this le |
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| March 18, 2025 |
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: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| March 14, 2025 |
Exhibit 99.1 B. Riley Financial Announces Carve Out Transaction with B. Riley Securities B. Riley Securities (BRS) to Serve Distinct Needs of Companies Across Middle Market Segments Well Capitalized and Debt Free, BRS to Benefit from Separate Operating and Governance Structures B. Riley Financial to Retain ~89% Ownership Stake in BRS with Remaining Shares Exclusively Held by Employees of BRS in Fo |
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| March 14, 2025 |
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): March 10, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| March 7, 2025 |
B. Riley Financial Announces Sale of Atlantic Coast Recycling, LLC for $70 Million in Cash Proceeds Exhibit 99.1 B. Riley Financial Announces Sale of Atlantic Coast Recycling, LLC for $70 Million in Cash Proceeds LOS ANGELES, March 3, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced it has completed the sale of Atlantic Coast Recycling, LLC for approximately $70 million in cash proceeds. The Company expects to |
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| March 7, 2025 |
Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of March 1, 2025, by and among Atlantic Coast Recycling Holdings, Inc., on the one hand, and Atlantic Coast Recycling, LLC, Atlantic Coast Recycling of Ocean County, LLC, ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, Mario Gigante, Infr |
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| March 7, 2025 |
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): March 3, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| March 4, 2025 |
Exhibit 10.3 Execution version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement |
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| March 4, 2025 |
Exhibit 10.2 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF |
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| March 4, 2025 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of February 26, 2025 among B. RILEY FINANCIAL, INC., as Ultimate Parent, BR FINANCIAL HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME Oaktree fund administration, llc, as Administrative Agent and as Collateral Agent TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Other Interpre |
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| March 4, 2025 |
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): February 26, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| March 3, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Releases Preliminary Estimates of Unaudited Fourth Quarter 2024 Financial Results Net Income Available to Common Shareholders Expected to be in Range of $48 million to $68 million, or $1.57 to $2.22 Per Diluted Net Income per Common Share LOS ANGELES, March 3, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diver |
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| March 3, 2025 |
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): March 3, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IRS |
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| February 25, 2025 |
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): February 24, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| February 21, 2025 |
Amendment No. 6 to Nomura Credit Agreement, dated Exhibit 10.6 EXECUTION VERSION CONFIDENTIAL AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective January 3, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (t |
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| February 21, 2025 |
Third Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 3, 2024 Exhibit 10.8 Execution Version THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 3, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender |
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| February 21, 2025 |
Exhibit 10.9 Execution Version FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 13, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Len |
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| February 21, 2025 |
Fifth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 27, 2024 Exhibit 10.10 Execution Version FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 27, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lend |
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| February 21, 2025 |
Lingo Management LLC and Banc of California Exhibit 10.19 ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identif |
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| February 21, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION B. Riley Financial, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1.The name of the corporation is B. Riley Financial, Inc. 2.That a Certificate of Designation of 6.875% Series A Cumulative Perpetual Preferred was filed by the Secretary of State of |
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| February 21, 2025 |
Exhibit 10.15 ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2024 (the “Eleventh Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”) |
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| February 21, 2025 |
Credit Agreement, dated August 22, 2024 Exhibit 10.11 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 22, 2024 (the “Seventh Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the |
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| February 21, 2025 |
Lingo Management LLC and Banc of California Exhibit 10.18 TENTH AMENDMENT TO CREDIT AGREEMENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 20, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on |
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| February 21, 2025 |
Exhibit 10.14 TENTH AMENDMENT TO CREDIT AGREEMENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 20, 2024 (the “Tenth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Aff |
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| February 21, 2025 |
Exhibit 10.13 NINTH AMENDMENT TO CREDIT AGREEMENT THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 13, 2024 (the “Ninth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Aff |
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| February 21, 2025 |
Amendment No. 5 to Nomura Credit Agreement, dated December 9, 2024 Exhibit 10.5 EXECUTION VERSION CONFIDENTIAL AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective December 9, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto ( |
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| February 21, 2025 |
Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CORRECTION B. Riley Financial, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1.The name of the corporation is B. Riley Financial, Inc. 2.That a Certificate of Designation of 7.375% Series B Cumulative Perpetual Preferred was filed by the Secretary of State of |
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| February 21, 2025 |
Credit Agreement, dated September 17, 2024 Exhibit 10.4 AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective September 17, 2024 (the “Amendment No. 4 Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the other Loan Parties party hereto, ea |
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| February 21, 2025 |
Lingo Management LLC and Banc of California Exhibit 10.16 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 22, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on |
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| February 21, 2025 |
Lingo Management LLC and Banc of California Exhibit 10.17 NINTH AMENDMENT TO CREDIT AGREEMENT THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 6, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on |
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| February 21, 2025 |
Second Amendment to Third Amended and Restated Exhibit 10.7 Execution Version SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 19, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender |
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| February 21, 2025 |
Exhibit 10.12 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 6, 2024 (the “Eighth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the A |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| February 21, 2025 |
Kenny Young Consulting Services Agreement 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com Exhibit 10.20 CONSULTING SERVICES AGREEMENT This CONSULTING SERVICES AGREEMENT (“Agreement”) entered into as of September 20, 2024 (the “Effective Date”) between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Kenny Young (“Consultant”). Recitals WHEREAS, the Company desires to ret |
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| February 4, 2025 |
EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam |
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| February 4, 2025 |
EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC SpiderRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being re |
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| January 14, 2025 |
eventh Amendment to Banc of California Credit Agreement, d Exhibit 10.2 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on t |
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| January 14, 2025 |
Amendment No. 3 to Nomura Credit Agreement, dated May 24, 2024 Exhibit 10.3 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective May 24, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties heret |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001 |
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| January 10, 2025 |
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 6, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| December 12, 2024 |
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): December 9, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| November 26, 2024 |
Exhibit 99.1 B. Riley Financial Provides Update on Quarterly Filing Process Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Form 10-Q for Period Ended September 30, 2024 Expects to Return to Normal Filing Cadence in 2025 LOS ANGELES, November 26, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, t |
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| November 26, 2024 |
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): November 20, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| November 21, 2024 |
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): November 15, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| November 21, 2024 |
Exhibit 2.1 Execution Version EQUITY PURCHASE AGREEMENT by and among THE PARTIES IDENTIFIED HEREIN, GREAT AMERICAN HOLDINGS, LLC and, solely for the purposes of Section 9.14, B. Riley Financial Inc. Dated as of October 13, 2024 TABLE OF CONTENTS Page Article I Purchase and Sale; Closing; Closing Deliveries Section 1.01 Purchase and Sale 3 Section 1.02 Time and Place of Closing 3 Section 1.03 Deliv |
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| November 21, 2024 |
Exhibit 99.1 The Great American Group Launches as New Independent Business Following Formation of Partnership between Oaktree and B. Riley The Great American Group to Leverage 30-Year Track Record to Provide Industry-Leading Valuation, Appraisal, Asset Disposition and Real Estate Services B. Riley to Recognize Gain of Approximately $235 Million on Transaction in Fourth Quarter 2024 Results LOS ANG |
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| November 14, 2024 |
SC 13D/A 1 ea0221141-13da4brileytrans.htm AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) TransAct Technologies, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 892918103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. |
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| November 13, 2024 |
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): November 13, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss |
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| November 13, 2024 |
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: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| November 4, 2024 |
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): November 4, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| November 4, 2024 |
Exhibit 99.1 Company Email to Employees Last night Franchise Group filed for bankruptcy. This is not the outcome we ever envisioned. I feel personally sick about this result. There will likely be no equity recovery for all the constituents that participated, including the B. Riley shareholders, 69 employees, wealth clients and institutions that rolled their shares from the public entity and new in |
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| November 1, 2024 |
11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com November 1, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Michael Volley, Amit Pande and John Stickel Re: B. Riley Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Quarter Ended March 31, 2 |
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| October 31, 2024 |
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): October 25, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| October 31, 2024 |
B. Riley Financial Secures $236 Million in Cash Proceeds from Brands Assets Exhibit 99.1 B. Riley Financial Secures $236 Million in Cash Proceeds from Brands Assets LOS ANGELES, October 29, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced it and its subsidiary bebe stores, inc. (“bebe”) have completed a transaction for their brand assets yielding approximately $236 million in cash proce |
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| October 31, 2024 |
Exhibit 2.1 EXECUTION COPY TRANSFER AND CONTRIBUTION AGREEMENT between B. RILEY BRAND MANAGEMENT LLC as Transferor and BR FUNDING HOLDINGS 2024-1 LLC as Transferee Dated as of October 25, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Terms 4 SECTION 1.3 Computation of Time Periods 4 SECTION 1.4 Interpretation 4 ARTICLE II CONVEYANCES OF TRANSFERRED |
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| October 31, 2024 |
Exhibit 2.2 EXECUTION COPY MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among HBN 120, LLC, BEBE STORES, INC., BB BRAND HOLDINGS LLC, and BKST BRAND MANAGEMENT LLC, OCTOBER 25, 2024 TABLE OF CONTENTS Page Article 1 DEFINED TERMS 1 1.1 Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 6 1.3 Other Definitional and Interpretive Matters. 7 Article 2 PURCHASE AND SALE 9 2.1 Purchase and Sa |
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| October 30, 2024 |
Exhibit 3 SECOND AMENDMENT TO PLEDGE AGREEMENT This Second Amendment to Pledge Agreement (this “Amendment”) dated as of May 6, 2020, is made by and between Bryant R. |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) B. Riley Financial, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (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 Tel |
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| October 30, 2024 |
Exhibit 1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of March 19, 2019, is executed and delivered by Bryant R. |
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| October 30, 2024 |
Exhibit 2 FIRST AMENDMENT TO PLEDGE AGREEMENT This First Amendment to Pledge Agreement (this “Amendment”) dated as of June 7, 2019, is made by and between Bryant R. |
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| October 30, 2024 |
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): October 30, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| October 15, 2024 |
Exhibit 99.1 B. Riley Financial to Establish Partnership with Oaktree in the Great American Group Businesses Concludes Previously Announced Review of Strategic Alternatives for the Great American Group Businesses LOS ANGELES, Oct. 14, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (“B. Riley” and the "Company"), a diversified financial services platform, and funds managed by Oaktree Capital Manage |
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| October 15, 2024 |
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): October 13, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi |
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| October 7, 2024 |
RILY / B. Riley Financial, Inc. / BlackRock, Inc. Passive Investment us05580m1080100724.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) B RILEY FINANCIAL INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 05580M108 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) |
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| September 25, 2024 |
SC 13D/A 1 ea0215633-13da18brileybab.htm AMENDMENT NO. 18 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. |
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| September 23, 2024 |
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): September 17, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commis |
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| September 23, 2024 |
September 23, 2024 Phillip J. Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear Phillip J. Ahn: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures |
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| September 20, 2024 |
September 20, 2024 Phillip Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Quarter Ended March 31, 2024 File No. 001-37503 Dear Phillip Ahn: We have reviewed your filings and have the following comments. Please respond to this letter within ten |
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| September 5, 2024 |
SC 13D/A 1 ea0213619-13da9brileysyn.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, I |
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| August 23, 2024 |
B. Riley Financial Announces Notification of Delinquency with Nasdaq Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, August 23, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") announced it received an expected delinquency notification letter from Nasdaq on August 21, 2024, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the C |
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| August 23, 2024 |
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): August 21, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) |
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| August 16, 2024 |
Letter to the Board of Directors by the Reporting Person Exhibit 1 August 15, 2024 Board of Directors of B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Ladies and Gentlemen: As you know, I am the co-founder and largest stockholder of B. Riley Financial, Inc. (“RILY” or the “Company”), owning approximately 24% of the Company’s outstanding common stock. I am also the chairman and co-chief executive officer of the Compan |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) B. Riley Financial, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (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 Tel |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) |
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| August 12, 2024 |
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): August 12, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IR |
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| August 12, 2024 |
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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| August 12, 2024 |
Exhibit 99.1 B. Riley Financial Releases Preliminary Second Quarter 2024 Financial Results Provides Additional Detail on FRG Investment and Other Developments Investor Call Scheduled for Monday, August 12 at 8:30 am ET LOS ANGELES, August 12, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today released preliminary financial |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-37 |
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| July 15, 2024 |
Exhibit 5 EXECUTION VERSION BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 11, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and B. Riley Financial Inc., a Delaware corporation (the “Investor”), and each other Person who executes a Joinder as an “Other Holder” (collec |
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| July 2, 2024 |
Exhibit 5 NOTE REPURCHASE AGREEMENT THIS NOTE REPURCHASE AGREEMENT (this “Repurchase Agreement”) is made and entered into as of June 28, 2024 by and among BRF Investments LLC (“BRF”), B. |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) |
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| July 2, 2024 |
Exhibit 6 SERIES B REPURCHASE AGREEMENT THIS SERIES B REPURCHASE AGREEMENT (this “Repurchase Agreement”) is made and entered into as of June 28, 2024 by and between BRF Investments, LLC (the “Holder”) and Synchronoss Technologies, Inc. |
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| July 1, 2024 |
11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com July 1, 2024 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Suzanne Hayes Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear |
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| June 26, 2024 |
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): June 21, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IRS |
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| June 4, 2024 |
United States securities and exchange commission logo June 4, 2024 Phillip J. Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear Phillip J. Ahn: We have reviewed your filing and have the following comments. Please respond to this letter within ten business d |
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| May 30, 2024 |
Rilyo-form25 |
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| May 15, 2024 |
Sixth Amendment to Banc of California Credit Agreement, dated April 9, 2024 Exhibit 10.5 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2024 (the “Sixth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Affiliate |
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| May 15, 2024 |
First Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated March 28, 2024 Execution Version Exhibit 10.3 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender, t |
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| May 15, 2024 |
Exhibit 99.1 B. Riley Financial Reports First Quarter 2024 Results; Declares Quarterly Dividend of $0.50 per share LOS ANGELES, May 15, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today released financial results for the three-month period ended March 31, 2024. First Quarter 2024 Summary ● Net loss available to common sha |
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| May 15, 2024 |
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): May 15, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| May 15, 2024 |
Amendment No. 2 to Nomura Credit Agreement, dated March 26, 2024 Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective March 26, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties hereto (the “Lenders” |
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| May 15, 2024 |
Amendment No. 1 to Nomura Credit Agreement, dated October 6, 2023 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective October 6, 2023 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties hereto (the “Lenders |
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| May 15, 2024 |
Fifth Amendment to Banc of California Credit agreement, dated March 15, 2024 Exhibit 10.4 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2024 (the “Fifth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Affiliat |
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| May 15, 2024 |
Exhibit 99.2 D e b t S ummary |
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| May 13, 2024 |
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: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) May 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| May 1, 2024 |
B. Riley Financial Regains Compliance with Nasdaq Listing Rule 5250(c)(1) Exhibit 99.1 B. Riley Financial Regains Compliance with Nasdaq Listing Rule 5250(c)(1) LOS ANGELES, April 26, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (the “Company”) announced that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) in connection with the filing of its 2023 Annual Report on Form 10-K (the “Annual Report”). The Company received notice from The Nasdaq Stoc |
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| May 1, 2024 |
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): April 26, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| April 24, 2024 |
Exhibit 97.1 POLICY Subject: Clawback Policy Date Issued: Amended: Approved by: Board of Directors Date: November 6, 2023 Distribution: Executive Officers I. BACKGROUND B. Riley Financial, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and |
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| April 24, 2024 |
Exhibit 10.34 B. Riley Financial, Inc. 2021 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Time-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by B. Riley Financial, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the |
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| April 24, 2024 |
Exhibit 99.2 April 23, 2024 NASDAQ: RILY Fourth Quarter 2023 Supplemental Financial Data Reconciliation of U.S. GAAP to Non - GAAP Measures Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 (Unaudited, dollars in thousands) Total Revenues to Operating Revenue Reconciliation $ 342,920 $ 462,312 $ 406,278 $ 432,090 $ 382,092 Total Revenues 41,518 10,587 (42,365) (51,568) 58,670 Revenue Adjustments: Trading lo |
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| April 24, 2024 |
Exhibit 21.1 Subsidiaries of B. Riley Financial, Inc. – December 31, 2023 Jurisdiction of Organization/ Subsidiary Incorporation 272 Advisors LLC (90% Ownership)* Delaware ABJ5, LLC Delaware AHCAC (Assignment for the Benefit of Creditors), LLC California ANNETNAUS (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California Atlantic Coast Recycling of Ocean County, LLC Delaware Atlantic Coast Recycli |
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| April 24, 2024 |
B. Riley Financial Files 2023 Annual Report on Form 10-K Exhibit 99.1 B. Riley Financial Files 2023 Annual Report on Form 10-K ● Audit Committee Independent Legal Counsel, Winston & Strawn LLP, Completes Investigation of Relationship Between the Company and Brian Kahn ● Independent Investigation Reaches Same Conclusion of Prior Internal Review Conducted by Sullivan & Cromwell LLP LOS ANGELES, April 24, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. |
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| April 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-375 |
