8-K
BRC Group Holdings, Inc. (RILY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange 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<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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 a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share) | RILYP | Nasdaq Global Market |
| Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of 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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, B. Riley Securities Holdings, Inc., a subsidiary of B. Riley Financial, Inc. (the “Company”), issued a press release reporting its preliminary unaudited financial results for the three-month period ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 6, 2025 |
| 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.
| B. Riley Financial, Inc. | ||
|---|---|---|
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | Chief Financial Officer | |
| Date: November 6, 2025 |
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Exhibit 99.1
| www.brileysecurities.com |
|---|
B. Riley Securities Releases Third Quarter 2025Business 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 September 30, 2025.
Financial Highlights
| § | Third quarter preliminary unaudited financial<br>results reflect total revenue of approximately $109.1 million and adjusted net revenue of $75.7 million. |
|---|---|
| § | Third quarter net income was approximately $41.8<br>million, while adjusted net income totaled $18.9 million. |
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| § | Board has approved dividend of $0.40 per common<br>share, approximately $7.4 million distribution |
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| § | Cash and securities at September 30, 2025 totaled<br>$145.9 million; BRS continues to operate with no outstanding debt. |
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Management Commentary
“B. Riley Securities delivered a highly profitable third quarter, building on our second quarter momentum, with significant client engagement across both our investment banking and institutional brokerage businesses,” said Jimmy Baker, Co-CEO and Head of Capital Markets. “Robust deal activity, including both equity and debt financings totaling approximately $10.5 billion in capital raised for clients, contributed to our strong performance this quarter, as well as disciplined use of our balance sheet in support of client objectives. Our research-led platform, strong balance sheet, and execution focus have continued to fuel success across our core franchise. While the market backdrop remains accommodating for accessing growth capital, we recognize that our markets can change quickly and have prioritized risk management accordingly while remaining focused on advising our clients through such an environment. In parallel, we have maintained a disciplined approach to recruiting new teammates, strategically expanding our team and adding talented professionals who strengthen our platform.”
“Our recent Consumer & TMT and CLO & BDC Conferences generated strong issuer participation and related institutional interest, reinforcing our leadership position as a market connector,” said Andy Moore, Chairman and Co-CEO. “Our mission remains providing platform for an expression of views across this community. Our upcoming Convergence Conference, which focuses on the impact of AI and blockchain on the energy complex, reflects an ongoing commitment to delivering relevant high-quality engagement for our partners.”
Financial Highlights
For the three-month period ended September 30, 2025, preliminary unaudited financial results reflected total revenue of approximately $109.1 million and adjusted net revenue of approximately $75.7 million. Net income was approximately $41.8 million, while adjusted net income totaled approximately $18.9 million.
The adjusted results presented above, including Adjusted Net Revenue and Adjusted Net Income, are non-GAAP metrics that BRS believes offer a clearer view of the firm’s underlying operating performance. A description of the adjustments made to arrive at non-GAAP figures is provided in the note regarding the use of non-GAAP financial measures in the Appendix of this press release.
Revenue and net income may vary from period to period based on the number, size, and timing of completed transactions, among other factors. Accordingly, these results may not be indicative of broader business momentum or longer-term performance.
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 1 |
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| www.brileysecurities.com |
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Operational & Strategic Update
| § | Debt-Free Balance Sheet: As of September<br>30, 2025, cash and securities totaled $145.9 million. BRS continues to operate with no outstanding debt. |
|---|---|
| § | Executive Transition: As previously announced,<br>the BRS Board of Directors has appointed Jimmy Baker CEO, effective January 1, 2026. Andy Moore will remain Chairman of the BRS Board<br>of Directors. |
| --- | --- |
| § | Capital Allocation: The BRS Board has<br>approved the payment of a common stock dividend of $0.40 per common share, approximately $7.4 million in the aggregate. While this does<br>not represent the establishment of a recurring dividend program, BRS will continue to evaluate future returns of capital to shareholders<br>in the context of available excess capital, business growth prospects and client capital needs. |
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About B. Riley Securities
BRS provides a full suite of investment banking and capital markets services to corporations, financial sponsors, and institutional investors across all industry verticals. Services include initial, secondary, and follow-on offerings, debt and equity-linked solutions, institutional private placements, merger and acquisition (M&A) advisory, corporate restructuring, and liability management. Widely recognized for its thematic proprietary equity research, clients benefit from BRS' extensive network, industry expertise, and proven execution capabilities through its end-to-end platform. For more information, visit www.brileysecurities.com and follow us on LinkedIn.
Note Regarding Use of Non-GAAP Financial Measures
Certain information set forth herein, including adjusted net revenue and adjusted net income (loss), may be considered non-GAAP financial measures. B. Riley Securities believes this information is useful to investors because it provides a basis for measuring the operating performance of the Company's business and its revenues and cash flow, (i) excluding in the case of adjusted net revenue, trading gains (losses) and fair value adjustments on loans on legacy investment positions (net of “regular way” fixed income trading revenue), and including Securities Lending interest expense and (ii) excluding in the case of adjusted net income, fair value adjustments, stock-based compensation, trading gains (losses) and fair value adjustments on loans on legacy investment positions (net of certain related non-controlling interest and investment-related expense adjustments and “regular way” fixed income trading revenue), and including the estimated related tax expense or benefit on the aforementioned adjustments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company's management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company's operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 2 |
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| www.brileysecurities.com | |||
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B. RILEY SECURITIES HOLDINGS, INC.
Condensed Consolidated Balance Sheet as of September30, 2025
(Preliminary, Unaudited)
(in thousands)
| B. Riley Securities<br><br> Holdings, Inc. | |||
|---|---|---|---|
| Assets | |||
| Cash and cash equivalents | $ | 61,109 | |
| Receivables | 66,323 | ||
| Securities borrowed | 106,777 | ||
| Securities owned, at fair value | 84,776 | ||
| Operating lease right of use asset | 6,019 | ||
| Goodwill and intangibles | 161,035 | ||
| Property and equipment, net | 1,371 | ||
| Prepaid expenses and other assets | 2,782 | ||
| Total assets | $ | 490,192 | |
| Liabilities | |||
| Securities loaned | $ | 89,165 | |
| Financial instruments sold, not yet purchased, at fair value | 14,426 | ||
| Accrued compensation and benefits | 41,889 | ||
| Accounts payable and accrued expenses | 39,418 | ||
| Operating lease liabilities | 7,557 | ||
| Total liabilities | $ | 192,455 | |
| Equity | $ | 297,737 | |
| Total liabilities & equity | $ | 490,192 | |
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 3 |
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| www.brileysecurities.com |
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B. RILEY SECURITIES HOLDINGS, INC.
Condensed Consolidated Statements of Operations
Quarter Ended September 30, 2025
(Preliminary, Unaudited)
(in thousands)
| Quarter Ended<br><br> September 30, 2025 | |||
|---|---|---|---|
| Revenues | |||
| Investment banking | $ | 53,894 | |
| Institutional brokerage | 51,611 | ||
| Interest | 2,949 | ||
| Other income | 665 | ||
| Total revenues | $ | 109,119 | |
| Expenses | |||
| Compensation and benefits | $ | 38,563 | |
| Interest | 1,998 | ||
| Other operating expenses | 13,436 | ||
| Total expenses | 53,997 | ||
| Operating net income (loss) | 55,122 | ||
| Other (income) expense | 30 | ||
| Net income (loss) before income taxes and non-controlling interest | 55,092 | ||
| Income tax (benefit) expense | 13,275 | ||
| Net income (loss) | 41,817 | ||
| Net income (loss) attributable to non-controlling interest | 51 | ||
| Net income (loss) attributable to BRS Holdings, Inc. | $ | 41,766 | |
| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 4 |
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| www.brileysecurities.com |
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B. RILEY SECURITIES HOLDINGS, INC.
Reconciliation of GAAP to Adjusted Q3 2025 FinancialResults
(Preliminary, Unaudited)
(in thousands)
| Quarter Ended<br><br> September 30, 2025 | |||
|---|---|---|---|
| Reconciliation of GAAP to adjusted financials: | |||
| GAAP revenue | $ | 109,119 | |
| Adjustments: | |||
| Legacy positions losses (gains) | (31,316 | ) | |
| Committed equity facility gains (losses) | (100 | ) | |
| Total adjustments | (31,416 | ) | |
| Adjusted revenue | 77,703 | ||
| Securities lending interest expense | (1,998 | ) | |
| Adjusted net revenue | $ | 75,705 | |
| Net income | $ | 41,766 | |
| Adjustments: | |||
| Legacy positions losses (gains) | (31,335 | ) | |
| Transaction costs | - | ||
| Share based compensation | 1,193 | ||
| Income tax-effect of above non-GAAP adjustments and certain discrete tax items | 7,270 | ||
| Adjusted net income | $ | 18,894 | |
| 1) | Legacy investment positions held at BRS that are not, following<br>the carve-out, part of BRS’ go-forward strategy. | ||
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| B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com | 5 |
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