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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)
  (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 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)

 

1

 

 

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 2025 Business Update and Financial Highlights

 

ARLINGTON, VA, November 6, 2025B. 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 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 million, while adjusted net income totaled $18.9 million.
§Board has approved dividend of $0.40 per common share, approximately $7.4 million distribution
§Cash and securities at September 30, 2025 totaled $145.9 million; BRS continues to operate with no outstanding debt.

 

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

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www.brileysecurities.com

 

Operational & Strategic Update

 

§Debt-Free Balance Sheet: As of September 30, 2025, cash and securities totaled $145.9 million. BRS continues to operate with no outstanding debt.
§Executive Transition: As previously announced, the BRS Board of Directors has appointed Jimmy Baker CEO, effective January 1, 2026. Andy Moore will remain Chairman of the BRS Board of Directors.
§Capital Allocation: The BRS Board has approved the payment of a common stock dividend of $0.40 per common share, approximately $7.4 million in the aggregate. While this does not represent the establishment of a recurring dividend program, BRS will continue to evaluate future returns of capital to shareholders in the context of available excess capital, business growth prospects and client capital needs.

 

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

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www.brileysecurities.com

 

B. RILEY SECURITIES HOLDINGS, INC.

Condensed Consolidated Balance Sheet as of September 30, 2025

(Preliminary, Unaudited)

(in thousands)

 

   B. Riley Securities
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

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www.brileysecurities.com

 

B. RILEY SECURITIES HOLDINGS, INC.

Condensed Consolidated Statements of Operations

Quarter Ended September 30, 2025

(Preliminary, Unaudited)

(in thousands)

 

   Quarter Ended
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

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www.brileysecurities.com

 

B. RILEY SECURITIES HOLDINGS, INC.

Reconciliation of GAAP to Adjusted Q3 2025 Financial Results

(Preliminary, Unaudited)

(in thousands)

 

   Quarter Ended
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 the carve-out, part of BRS’ go-forward strategy.

 

 

   

B. Riley Securities | Member FINRA/SIPC | www.brileysecurities.com

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