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)

(Commission File Number)

(IRS Employer

Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RILY	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)	RILYP	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)	RILYL	Nasdaq Global Market
5.00% Senior Notes due 2026	RILYG	Nasdaq Global Market
5.50% Senior Notes due 2026	RILYK	Nasdaq Global Market
6.50% Senior Notes due 2026	RILYN	Nasdaq Global Market
5.25% Senior Notes due 2028	RILYZ	Nasdaq Global Market
6.00% Senior Notes due 2028	RILYT	Nasdaq Global Market

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On July 3, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) filed a Current Report on Form 8-K (the “Original Filing”) disclosing the completion on June 27, 2025 of its previously announced sale of all of its membership interests in GlassRatner Advisory & Capital Group, LLC and all of the shares of its wholly owned subsidiary, B. Riley Farber Advisory Inc. (“Farber”) (together, GlassRatner Advisory & Capital Group, LLC and Farber are collectively referred to as “GlassRatner”).

The Company is filing this Current Report on Form 8-K/A (this “Amendment”) solely to amend and supplement Item 9.01 of the Original Filing to provide the historical audited and unaudited financial statements and unaudited pro forma financial statements required by Item 9.01 of Form 8-K.

No other modifications to the Original Filing are being made by this Amendment. This Amendment should be read in conjunction with the Original Filing, which provides a more complete description of the GlassRatner transaction.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

See the Unaudited Pro Forma Consolidated Statement of Operations for the Years Ended December 31, 2024, 2023 and 2022 which are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Unaudited pro forma consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 and the notes related thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Language Regarding Forward-looking statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the occurrence of any event, change or other circumstances that affect the tax or accounting treatment of the sale of the GlassRatner disposal group as outlined in Note 1 – Description of the Disposition to the Unaudited Pro Forma Consolidated Financial Information. In addition to these factors, investors should review the “Risk Factors” set forth in Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings with the United States Securities and Exchange Commission, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements in this communication.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.)

	By:	/s/ SCOTT YESSNER
	Name:	Scott Yessner
	Title:	Executive Vice President and Chief Financial Officer

Date: 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 unaudited pro forma consolidated financial information is intended to illustrate the pro forma effects of the disposition of GlassRatner and other transaction accounting adjustments and was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

The unaudited pro forma consolidated financial information has been derived from the Company’s historical audited and unaudited consolidated financial statements and reflects certain assumptions and transaction accounting adjustments that management believes are reasonable under the circumstances and based on the information available, as further described in Note 3 - Adjustments to the Unaudited Pro Forma Consolidated Financial Information.

The unaudited pro forma consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, reflect the disposition of the GlassRatner disposal group as if it had closed on January 1, 2022 (refer to Note 2 – Basis of Presentation, for further discussion). An unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2025 is not reflected in the pro forma consolidated financial information because the GlassRatner disposal group transactions are already reflected in the Company’s historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2025.

An unaudited condensed consolidated balance sheet is not reflected in the pro forma consolidated financial information because the disposal of GlassRatner occurred prior to June 30, 2025, and is therefore already reflected in the Company’s historical unaudited condensed consolidated balance sheet as of June 30, 2025.

The unaudited pro forma consolidated financial information should be read in conjunction with:

●

The accompanying notes to the unaudited pro forma consolidated financial information;

●

The Company’s historical audited consolidated financial statements and accompanying notes for the three years ended December 31, 2024 which were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), included in the Company’s annual report on Form 10-K filed; and

●

The Company’s historical unaudited condensed consolidated financial statements and accompanying notes for the three months ended March 31, 2025, which were prepared in accordance with U.S. GAAP, included in the Company’s quarterly report on Form 10-Q; and

●

The Company’s historical unaudited condensed consolidated financial statements and accompanying notes for the six months ended June 30, 2025, which were prepared in accordance with U.S. GAAP, included in the Company’s quarterly report on Form 10-Q.

The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s results of operations would have been had the Company operated historically as an independent organization separate from GlassRatner, or if the disposition had occurred on the date indicated. Additionally, the unaudited pro forma consolidated financial information should not be considered representative of the Company’s future consolidated results of operations.

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2024

(Dollars in thousands, except share data)

				Transaction Accounting Adjustments
	As Reported Year Ended December 31, 2024			Removal of GlassRatner Disposal Group			Subtotal			Other Transaction Accounting Adjustments			Notes		Pro Forma Year Ended December 31, 2024
Revenues:
Services and fees	$	875,480		$	(92,176	)	$	783,304		$	-				$	783,304
Trading loss		(57,007	)		-			(57,007	)		-					(57,007	)
Fair value adjustments on loans		(325,498	)		-			(325,498	)		-					(325,498	)
Interest income - loans		54,141			-			54,141			-					54,141
Interest income - securities lending		70,862			-			70,862			-					70,862
Sale of goods		220,619			-			220,619			-					220,619
Total revenues		838,597			(92,176	)		746,421			-					746,421

Operating expenses:
Direct cost of services		213,901			-			213,901			-					213,901
Cost of goods sold		167,634			-			167,634			-					167,634
Selling, general and administrative expenses		759,777			(70,366	)		689,411			-					689,411
Restructuring charge		1,522			-			1,522			-					1,522
Impairment of goodwill and other intangible assets		105,373			-			105,373			-					105,373
Interest expense - Securities lending and loan participations sold		66,128			-			66,128			-					66,128
Total operating expenses		1,314,335			(70,366	)		1,243,969			-					1,243,969
Operating loss		(475,738	)		(21,810	)		(497,548	)		-					(497,548	)

Other income (expense):
Interest income		3,621			(21	)		3,600			-					3,600
Dividend income		4,462			-			4,462			-					4,462
Realized and unrealized losses on investments		(263,686	)		163			(263,523	)		-					(263,523	)
Change in fair value of financial instruments and other		4,614			-			4,614			-					4,614
Income (loss) from equity method investments		31			-			31			-					31
Loss on extinguishment of debt		(18,725	)		-			(18,725	)		-					(18,725	)
Interest expense		(133,308	)		-			(133,308	)		3,790			(a)		(129,518	)
Loss from continuing operations before income taxes		(878,729	)		(21,668	)		(900,397	)		3,790					(896,607	)
Provision for income taxes		(22,125	)		4,934			(17,191	)		(1,038	)		(b)		(18,229	)
Net loss from continuing operations		(900,854	)		(16,734	)		(917,588	)		2,752					(914,836	)
Net loss from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests		(8,920	)		-			(8,920	)		-					(8,920	)
Net loss from continuing operations attributable to Registrant		(891,934	)		(16,734	)		(908,668	)		2,752					(905,916	)
Preferred stock dividends		8,060			-			8,060			-					8,060
Net loss available to common shareholders	$	(899,994	)	$	(16,734	)	$	(916,728	)	$	2,752				$	(913,976	)

Basic loss from continuing operations per common share	$	(29.67	)												$	(30.13	)
Diluted loss from continuing operations per common share	$	(29.67	)												$	(30.13	)

Weighted average basic common shares outstanding		30,336,274														30,336,274
Weighted average diluted common shares outstanding		30,336,274														30,336,274

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2023

(Dollars in thousands, except share data)

				Transaction Accounting Adjustments
	As Reported Year Ended December 31, 2023			Removal of GlassRatner Disposal Group			Subtotal			Other Transaction Accounting Adjustments			Notes	Pro Forma Year Ended December 31, 2023
Revenues:
Services and fees	$	898,750		$	(77,284	)	$	821,466		$	-			$	821,466
Trading income		21,603			-			21,603			-				21,603
Fair value adjustments on loans		20,225			-			20,225			-				20,225
Interest income - loans		123,244			-			123,244			-				123,244
Interest income - securities lending		161,652			-			161,652			-				161,652
Sale of goods		240,303			-			240,303			-				240,303
Total revenues		1,465,777			(77,284	)		1,388,493			-				1,388,493

Operating expenses:
Direct cost of services		214,065			-			214,065			-				214,065
Cost of goods sold		172,836			-			172,836			-				172,836
Selling, general and administrative expenses		764,926			(60,254	)		704,672			-				704,672
Restructuring charge		2,131			-			2,131			-				2,131
Impairment of goodwill and other intangible assets		70,333			-			70,333			-				70,333
Interest expense - Securities lending and loan participations sold		145,435			-			145,435			-				145,435
Total operating expenses		1,369,726			(60,254	)		1,309,472			-				1,309,472
Operating income		96,051			(17,030	)		79,021			-				79,021

Other income (expense):
Interest income		3,875			(16	)		3,859			-				3,859
Dividend income		12,747			-			12,747			-				12,747
Realized and unrealized losses on investments		(162,053	)		-			(162,053	)		-				(162,053	)
Change in fair value of financial instruments and other		(3,998	)		-			(3,998	)		-				(3,998	)
Gain on bargain purchase		15,903			-			15,903			-				15,903
Loss from equity method investments		(152	)		-			(152	)		-				(152	)
Loss on extinguishment of debt		(5,409	)		-			(5,409	)		-				(5,409	)
Interest expense		(156,240	)		-			(156,240	)		3,740		(a)		(152,500	)
Loss from continuing operations before income taxes		(199,276	)		(17,046	)		(216,322	)		3,740				(212,582	)
Benefit from income taxes		39,115			4,666			43,781			(1,025	)	(b)		42,756
Net loss from continuing operations		(160,161	)		(12,380	)		(172,541	)		2,715				(169,826	)
Net loss from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests		(10,780	)		-			(10,780	)		-				(10,780	)
Net loss from continuing operations attributable to Registrant		(149,381	)		(12,380	)		(161,761	)		2,715				(159,046	)
Preferred stock dividends		8,057			-			8,057			-				8,057
Net loss available to common shareholders	$	(157,438	)	$	(12,380	)	$	(169,818	)	$	2,715			$	(167,103	)

Basic loss from continuing operations per common share	$	(5.38	)											$	(5.71	)
Diluted loss from continuing operations per common share	$	(5.38	)											$	(5.71	)

Weighted average basic common shares outstanding		29,265,099													29,265,099
Weighted average diluted common shares outstanding		29,265,099													29,265,099

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2022

(Dollars in thousands, except share data)

				Transaction Accounting Adjustments
	As Reported Year Ended December 31, 2022			Removal of GlassRatner Disposal Group			Subtotal			Other Transaction Accounting Adjustments			Notes	Pro Forma Year Ended December 31, 2022
Revenues:
Services and fees	$	815,951		$	(50,357	)	$	765,594		$	766		(c)	$	766,360
Trading loss		(148,294	)		-			(148,294	)		-				(148,294	)
Fair value adjustments on loans		(54,334	)		-			(54,334	)		-				(54,334	)
Interest income - loans		157,669			-			157,669			-				157,669
Interest income - securities lending		83,144			-			83,144			-				83,144
Sale of goods		85,347			-			85,347			-				85,347
Total revenues		939,483			(50,357	)		889,126			766				889,892

Operating expenses:
Direct cost of services		118,535			-			118,535			-				118,535
Cost of goods sold		60,754			-			60,754			-				60,754
Selling, general and administrative expenses		654,826			(43,115	)		611,711			-				611,711
Restructuring charge		9,011			-			9,011			-				9,011
Interest expense - Securities lending and loan participations sold		66,495			-			66,495			-				66,495
Total operating expenses		909,621			(43,115	)		866,506			-				866,506
Operating income		29,862			(7,242	)		22,620			766				23,386

Other income (expense):
Interest income		2,735			-			2,735			-				2,735
Dividend income		7,851			-			7,851			-				7,851
Realized and unrealized losses on investments		(247,540	)		-			(247,540	)		-				(247,540	)
Change in fair value of financial instruments and other		10,188			-			10,188			-				10,188
Income from equity method investments		3,570			-			3,570			-				3,570
Interest expense		(141,003	)		-			(141,003	)		3,037		(a)		(137,966	)
Loss from continuing operations before income taxes		(334,337	)		(7,242	)		(341,579	)		3,803				(337,776	)
Benefit from income taxes		65,252			1,984			67,236			(1,042	)	(b)		66,194
Net loss from continuing operations		(269,085	)		(5,258	)		(274,343	)		2,761				(271,582	)
Net income from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests		1,024			-			1,024			-				1,024
Net loss from continuing operations attributable to Registrant		(270,109	)		(5,258	)		(275,367	)		2,761				(272,606	)
Preferred stock dividends		8,008			-			8,008			-				8,008
Net loss available to common shareholders	$	(278,117	)	$	(5,258	)	$	(283,375	)	$	2,761			$	(280,614	)

Basic loss from continuing operations per common share	$	(9.87	)											$	(9.95	)
Diluted loss from continuing operations per common share	$	(9.87	)											$	(9.95	)

Weighted average basic common shares outstanding		28,188,530													28,188,530
Weighted average diluted common shares outstanding		28,188,530													28,188,530

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.)

Notes to the Unaudited Pro Forma Consolidated Financial Information

(Dollars in thousands, except share data)

Note 1 – Description of the Disposition

On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of its wholly owned subsidiary, GlassRatner Advisory & Capital Group, LLC, a Delaware limited liability company and B. Riley Farber Advisory Inc., an Ontario corporation (“Farber”) (together, GlassRatner Advisory & Capital Group, LLC and Farber are collectively referred to as “GlassRatner”). In connection with the sale of the GlassRatner disposal group, the Company entered into a Transition Services Agreement with the purchaser of the GlassRatner disposal group to provide certain management and corporate services.

The Company determined that the transactions associated with the disposition of the GlassRatner disposal group, which at closing represented substantially all of the Financial Consulting segment, qualified as discontinued operations.

Note 2 – Basis of Presentation

The historical audited and unaudited consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial information to reflect certain transaction accounting adjustments related to the disposition of the GlassRatner disposal group as described above in Note 1 - Description of the Disposition.

The unaudited pro forma consolidated financial information and accompanying notes have been prepared for informational purposes only, in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, reflect the disposition of the GlassRatner disposal group as if it had closed on January 1, 2022 (refer to Note 2 – Basis of Presentation, for further discussion). An unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2025 is not reflected in the pro forma consolidated financial information because the GlassRatner disposal group transactions are already reflected in the Company’s historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2025.

Note 3 – Adjustments to the Unaudited Pro Forma Consolidated Financial Information

The unaudited pro forma consolidated financial information has been prepared based upon certain pro forma adjustments to the historical consolidated financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the preparation of the unaudited pro forma consolidated financial information. These adjustments and assumptions are as follows:

(a)

Reflects adjustments to interest expense on the Company’s existing indebtedness under the Credit Facility for the repayment of approximately $32.9 million of principal on the term loan, using a portion of the cash proceeds received from the disposition of the GlassRatner disposal group. The repayment of principal relates the Oaktree Credit Facilities, which were entered into on February 26, 2025, replacing the Nomura Corporate Funding Americas, LLC (“Nomura”) term loan facility established on August 21, 2023.

The proceeds received from the Nomura arrangement on August 21, 2023 were used for several purposes, including the repayment of all outstanding obligations under the original credit agreement dated June 23, 2021 (as modified by that certain First Amendment dated as of September 15, 2021, that certain Second Incremental Amendment dated as of December 17, 2021, that certain Third Amendment dated as of June 17, 2022, that certain Fourth Amendment dated as of October 13, 2022, and that certain Fifth Amendment dated as of March 2, 2023). The effective interest rates on the lending arrangements were 11.52%, 11.37%, and 9.23% as of December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

The GlassRatner disposal group was not part of the borrowing base assets under the Nomura term loan facility. Because the sale of the GlassRatner disposal group would not have required repayment under the historical Nomura term loan facility, the Company has elected to present the pro forma interest expense adjustments during each annual period (when the Nomura term loan facility was outstanding) as "Other Transaction Accounting Adjustments."

(b)

Reflects the adjustments to record the estimated income tax impact of the unaudited pro forma adjustments. The income tax effect was estimated using the Company’s blended federal and state historical statutory tax rate of 27.4%, which includes the federal rate of 21.0% and the state rate of 8.2%, adjusted for the federal benefit, in effect for the six months ended June 30, 2025, and the years ended December 31, 2024, 2023, and 2022. This blended statutory tax rate has remained consistent over the periods presented, and does not consider the impact of any valuation allowance.

(c)

Reflects the adjustment to record the fees the purchaser of the GlassRatner disposal group is obligated to pay the Company for providing certain management and corporate services during the six months following the disposition of the GlassRatner disposal group, as outlined in the Transition Services Agreement. Accordingly, a pro forma adjustment has been recorded to other income for the estimated amount the Company expects to earn for these services pursuant to the Transition Services Agreement.