BRC Group Holdings, Inc 8-K, filed Aug 28, 2026
BRC Group Holdings, Inc. (RILY)
About this 8-K
BRC Group Holdings, Inc filed this 8-K on August 28, 2026, reporting on events of August 25, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2026, the Compensation Committee of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”) to the amended and restated employment agreement, dated as of November 8, 2025 (the “Employment Agreement”) with Bryant R. Riley, the Company’s Co-Chief Executive Officer (the “Executive”), which Amendment became effective as of August 25, 2026 (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in the Employment Agreement. The Amendment makes the following changes to the Executive’s Employment Agreement, effective as of the Effective Date: (i) the Executive will continue to be compensated through the Incentive Program through the earlier of (x) the end of fiscal year 2027 and (y) the termination of Executive’s participation in and eligibility for the Incentive Program in accordance with the Employment Agreement, as amended by the Amendment; (ii) no amounts earned by the Executive will be subject to holdback and all references to “Holdback Amount” have been removed in their entirety from the Employment Agreement; and (iii) the last sentence of Section 3.3 of the Employment Agreement was removed because it prohibits Executive from receiving an equity award during the Employment Period.
The foregoing description of the Amendment is intended to be a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Amended and Restated Employment Agreement, dated as of August 25, 2026, between (i) BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc., and (ii) Bryant R. Riley. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | Chief Financial Officer | |
| Date: August 28, 2026 | ||
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Exhibit 10.1
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 August 25, 2026, by and between BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Bryant R. Riley (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and individually as a “Party.”
RECITALS
WHEREAS, the Parties have entered into an Amended and Restated Employment Agreement dated as of November 8, 2025, a copy of which is publicly filed (the “Existing Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Existing Agreement to revise certain terms relating to the amount of severance due to Executive upon termination of the Executive under certain circumstances.
AGREEMENT
NOW THEREFORE, each of the Parties, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby agree as follows:
1. Definitions. Each capitalized term not defined herein shall have the definition ascribed to it in the Existing Agreement.
2. Amendments. The parties hereto agree that, effective as of the date hereof, the Existing Agreement is hereby amended as follows:
(a) Amendment to Section 3.1. Clause (i) of Section 3.1 shall be amended and restated to read “November 8, 2027.”
(b) Amendments to Section 3.2. The parties hereto agree that, effective as of the date hereof, the Existing Agreement will be amended as follows to remove the concept of a holdback and any accrued Holdback Amount shall be released to the Executive promptly following the date hereof.
| i. | The third sentence of the first paragraph shall be deleted in its entirety. |
| ii. | The first two sentences of the second paragraph shall be deleted in their entirety. |
| iii. | The last sentence of the second paragraph shall be amended and restated to read “Earning and payment of any amount under the Incentive Program is contingent upon Executive’s continued employment in good standing through the date of payment.” |
(c) Amendment to Section 3.3. The last sentence of Section 3.3 shall be deleted in its entirety.
3. Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, the Existing Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.
4. Miscellaneous Provisions.
(a) Further Assurances. Each Party, at the reasonable request of the other Party, and without additional consideration, shall, from time to time (i) execute and deliver, or shall cause to be executed and delivered, such further certificates, agreements or instruments, and (ii) take such other action, as the other Party may reasonably request, to consummate or implement the amendment contemplated by this Amendment.
(b) Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
| BRC Group Holdings, Inc. | ||
| By: | /s/ Scott Yessner | |
| Name: Scott Yessner | ||
| Title: Chief Financial Officer | ||
| /s/ Bryant R. Riley | ||
| Bryant R. Riley | ||
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