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8-K

BRC Group Holdings, Inc. (RILY)

8-K 2025-12-15 For: 2025-12-15
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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 ExchangeAct of 1934

Date of Report (Date of earliest event reported): December15, 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 whichregistered
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 December 15, 2025, B. Riley Financial, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended June 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 Earnings Release dated December 15, 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: EVP & CFO

Date: December 15, 2025

-2-

Exhibit 99.1



FOR IMMEDIATE RELEASE


B. Riley Financial Reports Second Quarter 2025Financial Results


Second Quarter 2025 Net Income of $137.5 Millionin Line with Previous Estimate of

$120 Million to $140 Million

Second Quarter 2025 Form 10-Q Filed Prior toNasdaq’s December 23, 2025 Deadline

LOS ANGELES, December 15, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a diversified holding company, today announced the filing of its Quarterly Report on Form 10-Q for the three-month period ended June 30, 2025.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRF, commented:“As previously shared on our August 13^th^ earnings call, we are pleased with the second quarter results as filed, which are in line with filed estimates.

“The significant changes we made to our financial operations practices were critical in enabling the team to successfully file the second quarter Form 10-Q ahead of Nasdaq’s listing compliance deadline. These important changes, coupled with the team’s commitment and perseverance, achieved our objectives.

“We are well positioned to file the third quarter Form 10-Q by the January 20, 2026 deadline established by Nasdaq, which will bring our financial reporting current.”

Second Quarter 2025 Financial Highlights

Net income was $137.5 million, which includes gains of $66.8<br>million on sale of GlassRatner, and gains of $44.5 million on senior note exchanges, compared to a net loss of $(435.6) million in the<br>second quarter 2024.
Income from continuing operations was $71.7 million, which<br>includes gains of $44.5 million on senior note exchanges, compared to a loss from continuing operations of $(449.2) million in the second<br>quarter 2024.
--- ---
Income from discontinued operations was $69.3 million, which<br>includes gains of $66.8 million on sale of GlassRatner, compared to $15.4 million in the second quarter 2024.
--- ---
Revenues were $225.3 million, compared to $94.9 million in<br>the second quarter 2024 due to a $(175.6) million loss on fair value adjustments on loans in that same period.
--- ---
Operating adjusted EBITDA ^(1)^ from continuing<br>operations was $38.5 million, compared to $31.2 million in the second quarter 2024.
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www.brileyfin.com NASDAQ: RILY 1
--- ---

Total debt was $1.46 billion, with net debt ^(2)^<br>of $824.8 million, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024. The $314 million reduction of<br>total debt was due to a decrease in senior notes payable of $207 million and term loans and notes payable of $107 million.
Cash, cash equivalents, and restricted cash was $268.6 million,<br>compared to $247.3 million as of December 31, 2024.
--- ---
Securities and other investments owned were $242.4 million<br>and total investments^(3)^ were $321.6 million, compared to $282.3 million and $432.6 million as of December 31, 2024, respectively.
--- ---
Basic and diluted earnings per common share (EPS) were $4.50<br>compared to $(14.35) in the second quarter 2024.
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About B. Riley Financial

B. Riley Financial Inc. (Nasdaq: RILY), which is changing its name to BRC Group Holdings, Inc. (“BRC”) on January 1, 2026, is a diversified holding company, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail companies provide mobile computing accessories and home furnishings. BRC deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brileyfin.com.

Footnotes

See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. For a reconciliation of Operating Revenues, Adjusted EBITDA, and Operating Adjusted EBITDA to the comparable GAAP financial measures, please see the Appendix hereto.

(1) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of (a) fixed income spread and (b) trading gains attributable to variable rate transactions, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and (iv) other investment-related expenses.

(2) Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.

(3) Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, and (c) other investments reported in prepaid and other assets.

www.brileyfin.com NASDAQ: RILY 2

Note Regarding Use of Non-GAAP FinancialMeasures

Certain of the information set forth herein, including Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Operating Revenues, Investment Gains (Losses), Total Investments, and Net Debt, may be considered non-GAAP financial measures. B. Riley Financial believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, fair value adjustment, restructuring charge, gain or loss on extinguishment of loans, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, stock-based compensation and transaction and other expenses, (ii) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income spread and trading gains attributable to variable rate transactions, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and other investment related expenses, (iii) including in the case of Investment Adjusted EBITDA, trading gains (losses), net, net of fixed income spread and trading gains attributable to variable rate transactions, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and other investment related expenses, (iv) excluding in the case of Operating Revenues, trading gains (losses), net and fair value adjustments on loans less fixed income spread and trading gains attributable to variable rate transactions, (v) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (vi) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, and other investments reported in prepaid and other assets, (vii) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, 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.

Forward-Looking Statements

Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today’s date. The Company assumes no duty to update forward-looking statements, except as required by law. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. 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 risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s 2024 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended March 31, 2025 and its Quarterly Report on Form 10-Q for the period ended June 30, 2025 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

# # #


www.brileyfin.com NASDAQ: RILY 3


B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)


December 31,
2024
Assets
Assets
Cash and cash equivalents 267,388 $ 146,852
Restricted cash 1,255 100,475
Due from clearing brokers 45,380 30,713
Securities and other investments owned (includes 172,135 and 215,225 at fair value as of June 30, 2025 and December 31, 2024, respectively) 242,352 282,325
Securities borrowed 72,320 43,022
Accounts receivable, net of allowance for credit losses of 6,022 and 6,100 as of June 30, 2025 and December 31, 2024, respectively 61,233 68,653
Due from related parties 185 189
Loans receivable, at fair value (includes 19,370 and 51,902 from related parties as of June 30, 2025 and December 31, 2024, respectively) 48,980 90,103
Prepaid expenses and other assets (includes 75 and 3,449 from related parties as of June 30, 2025 and December 31, 2024, respectively) 219,972 242,916
Operating lease right-of-use assets 40,178 51,509
Property and equipment, net 18,452 18,679
Goodwill 392,687 392,687
Other intangible assets, net 131,320 146,446
Deferred income taxes 1,300 13,598
Assets held for sale 84,723
Assets of discontinued operations 2,221 70,373
Total assets 1,545,223 $ 1,783,263
Liabilities and Equity (Deficit)
Liabilities
Accounts payable 35,081 $ 51,238
Accrued expenses and other liabilities 175,144 185,745
Deferred revenue 53,499 58,148
Deferred income taxes 2,264 5,462
Due to related parties and partners 1,198 3,404
Securities sold not yet purchased 12,347 5,675
Securities loaned 54,588 27,942
Operating lease liabilities 48,714 58,499
Notes payable 28,021
Loan participations sold 10,475 6,000
Revolving credit facility 12,075 16,329
Term loans, net 124,584 199,429
Senior notes payable, net 1,323,727 1,530,561
Liabilities held for sale 41,505
Liabilities of discontinued operations 830 21,321
Total liabilities 1,854,526 2,239,279
Commitments and contingencies
B. Riley Financial, Inc. equity (deficit):
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; 4,563<br> issued and outstanding as of June 30, 2025 and December 31, 2024; liquidation preference of 118,112 and 114,082 as of June 30,<br> 2025 and December 31, 2024, respectively
Common stock, 0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 3 3
Additional paid-in capital 595,432 589,387
Accumulated deficit (941,243 ) (1,070,996 )
Accumulated other comprehensive loss (5,898 ) (6,569 )
Total B. Riley Financial, Inc. stockholders’ deficit (351,706 ) (488,175 )
Noncontrolling interests 42,403 32,159
Total deficit (309,303 ) (456,016 )
Total liabilities and deficit 1,545,223 $ 1,783,263

All values are in US Dollars.

www.brileyfin.com NASDAQ: RILY 4


B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Operations(Loss)

(Unaudited)

(Dollars in thousands,except share and per share data)


Six Months Ended
June 30,
2024 2025 2024
Revenues:
Services and fees (includes 5,121, and 3,119 for the three months ended June 30, 2025 and 2024 and 7,849 and 5,398 for the six months ended June 30, 2025 and 2024 from related parties, respectively) 145,772 $ 202,909 $ 304,611 $ 416,990
Trading gains (losses), net 27,680 (31,321 ) 11,509 (48,988 )
Fair value adjustments on loans (includes (992) and (177,618) for the three months ended June 30, 2025 and 2024 and  (3,137) and (196,743) for the six months ended June 30, 2025 and 2024 from related parties, respectively) 800 (175,582 ) (7,296 ) (187,783 )
Interest income - loans (includes 475 and 13,439 for the three months ended June 30, 2025 and 2024 and  1,171 and 27,403 for the six months ended June 30, 2025 and 2024 from related parties, respectively) 3,853 18,508 7,049 40,643
Interest income - securities lending 2,124 24,798 2,964 62,607
Sale of goods 45,073 55,573 92,528 109,006
Total revenues 225,302 94,885 411,365 392,475
Operating expenses:
Direct cost of services 33,216 58,679 75,916 118,349
Cost of goods sold 35,113 39,758 71,846 78,585
Selling, general and administrative expenses 142,369 178,014 309,757 356,954
Restructuring charge 321 20 321 809
Impairment of goodwill and tradenames 1,500 27,681 1,500 27,681
Interest expense - Securities lending and loan participations sold 1,968 23,313 2,687 58,696
Total operating expenses 214,487 327,465 462,027 641,074
Operating income (loss) 10,815 (232,580 ) (50,662 ) (248,599 )
Other income (expense):
Interest income 492 797 1,978 1,460
Dividend income 122 460 257 3,464
Realized and unrealized gains (losses) on investments 10,216 (155,241 ) (4,284 ) (190,165 )
Change in fair value of financial instruments and other 11,884 12,806
Gain on sale and deconsolidation of businesses 5,372 86,213 314
Gain on senior note exchange 44,454 54,986
Income from equity investments 25,603 10 25,051 6
(Loss) gain on extinguishment of debt (10,266 ) 120 (20,693 ) 120
Interest expense (23,952 ) (33,534 ) (53,916 ) (69,199 )
Income (loss) from continuing operations before income taxes 74,740 (419,968 ) 51,736 (502,599 )
Provision for income taxes (3,053 ) (29,183 ) (11 ) (7,853 )
Income (loss) from continuing operations 71,687 (449,151 ) 51,725 (510,452 )
Income from discontinued operations, net of income taxes 69,312 15,370 72,707 28,717
Net income (loss) 140,999 (433,781 ) 124,432 (481,735 )
Net Income (loss) attributable to noncontrolling interests 1,528 (177 ) (5,064 ) 1,034
Net income (loss) attributable to B. Riley Financial, Inc. 139,471 (433,604 ) 129,496 (482,769 )
Preferred stock dividends 2,015 2,015 4,030 4,030
Net income (loss) available to common shareholders 137,456 $ (435,619 ) $ 125,466 $ (486,799 )
Basic income (loss) per common share:
Continuing operations 2.23 $ (14.83 ) $ 1.73 $ (17.02 )
Discontinued operations 2.27 0.48 2.38 0.89
Basic income (loss) per common share 4.50 $ (14.35 ) $ 4.11 $ (16.13 )
Diluted income (loss) per common share:
Continuing operations 2.23 $ (14.83 ) $ 1.73 $ (17.02 )
Discontinued operations 2.27 0.48 2.38 0.89
Diluted income (loss) per common share 4.50 $ (14.35 ) $ 4.11 $ (16.13 )
Weighted average basic common shares outstanding 30,527,835 30,352,054 30,512,757 30,170,819
Weighted average diluted common shares outstanding 30,527,835 30,352,054 30,512,757 30,170,819

All values are in US Dollars.


www.brileyfin.com NASDAQ: RILY 5


B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Adjusted EBITDA and Operating Adjusted EBITDAReconciliations

(Unaudited)

(Dollars in thousands)


Three Months Ended Six Months Ended
June 30, June 30,
2025 2024 2025 2024
Net income (loss) attributable to B. Riley Financial, Inc. $ 139,471 $ (433,604 ) $ 129,496 $ (482,769 )
Income from discontinued operations, net of income taxes 69,312 15,370 72,707 28,717
Net (income) loss attributable to noncontrolling interests (1,528 ) 177 5,064 (1,034 )
Income (loss) from continuing operations 71,687 (449,151 ) 51,725 (510,452 )
Adjustments:
Net (income) loss from continuing operations attributable to noncontrolling interests (1,528 ) 1,018 5,064 1,021
Provision for income taxes 3,053 29,183 11 7,853
Interest expense 23,952 33,534 53,916 69,199
Interest income (492 ) (797 ) (1,978 ) (1,460 )
Share based payments 4,234 5,449 7,580 13,253
Depreciation and amortization 8,648 11,679 18,645 22,693
Restructuring charge 321 20 321 809
Gain on sale and deconsolidation of businesses (5,372 ) (86,213 ) (314 )
Gain on senior note exchange (44,454 ) (54,986 )
Loss (gain) on extinguishment of loans 10,266 (120 ) 20,693 (120 )
Impairment of goodwill and tradenames 1,500 27,681 1,500 27,681
Transactions related costs and other (11,800 ) 5,129 (1,580 ) 4,907
Total EBITDA adjustments (11,672 ) 112,776 (37,027 ) 145,522
Adjusted EBITDA $ 60,015 $ (336,375 ) $ 14,698 $ (364,930 )
Operating EBITDA Adjustments:
Trading (gains) losses, net (27,680 ) 31,321 (11,509 ) 48,988
Fair value adjustments on loans (800 ) 175,582 7,296 187,783
Realized and unrealized (gains) losses on investments (10,216 ) 155,241 4,284 190,165
Fixed income spread 3,161 5,875 6,584 11,927
Trading gains and realized and unrealized gains on investments attributable to variable rate transactions 13,705 13,705
Other investment related expenses 351 (487 ) 1,067 (251 )
Total Operating EBITDA Adjustments (21,479 ) 367,532 21,427 438,612
Operating Adjusted EBITDA $ 38,536 $ 31,157 $ 36,125 $ 73,682

www.brileyfin.com NASDAQ: RILY 6


B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)

Three Months Ended Six Months Ended
June 30, June 30,
2025 2024 2025 2024
Total revenues $ 225,302 $ 94,885 $ 411,365 $ 392,475
Operating revenues adjustments:
Trading (gains) losses, net (27,680 ) 31,321 (11,509 ) 48,988
Fair value adjustments on loans (800 ) 175,582 7,296 187,783
Fixed income spread 3,161 5,875 6,584 11,927
Trading gains attributable to variable rate transactions 8,322 8,322
Total revenues adjustments (16,997 ) 212,778 10,693 248,698
Operating revenues $ 208,305 $ 307,663 $ 422,058 $ 641,173

B. RILEY FINANCIAL, INC. AND SUBSIDIARIES

Total Investments and Net Debt

(Unaudited)

(Dollars in thousands)

June 30, December 31,
2025 2024
Cash, cash equivalents, and restricted cash $ 268,643 $ 247,327
Due from clearing brokers 45,380 30,713
Securities and other investments owned 242,352 282,325
Securities sold not yet purchased (12,347 ) (5,675 )
Loans receivable, at fair value 48,980 90,103
Loan participations sold (10,475 ) (6,000 )
Other investments reported in prepaid and other assets 86,119 100,080
Noncontrolling interest (33,070 ) (28,217 )
Total investments 321,559 432,616
Notes payable - 28,021
Revolving credit facility 12,075 16,329
Term loans, net 124,584 199,429
Senior notes payable, net 1,323,727 1,530,561
Total debt 1,460,386 1,774,340
Net debt $ 824,804 $ 1,063,684

Contacts

Investors

ir@brileyfin.com

Media

press@brileyfin.com

www.brileyfin.com NASDAQ: RILY 7