Bryant R. Riley: offices, boards, BRC shareholding and record

analysisBryant R. Riley has been a director of BRC since August 2009, its Chairman since June 2014 and its Co-Chief Executive Officer since July 2018; he was sole Chief Executive Officer from June 2014 to July 2018. Riley founded the brokerage B. Riley & Co., LLC in 1997, was its Chief Executive Officer until 2006 and chaired it until its combination with FBR Capital Markets & Co., LLC in 2017. ¹

analysisFINRA BrokerCheck shows Riley registered with B. Riley Securities, Inc. since June 29, 2017. His earlier registrations include B. Riley & Co., LLC (January 1997 to November 2017), Riley Investment Management (April 2007 to July 2015), B. Riley Asset Management, LLC (January 2014 to June 2015), B. Riley Capital Management (September 2015 to March 2025), MLV & Co. LLC (July 2017 to December 2019) and B. Riley Wealth Private Shares (November to December 2025), preceded by other brokerage firms from 1989. His reported employment history lists Chairman and Co-CEO of B. Riley Financial from August 2014 and Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025; BRC's 2026 proxy statement instead dates his chairmanship from June 2014 and the co-chief executive title from July 2018. Riley's EDGAR owner page lists him as a director, ten percent owner and officer (Chairman and Co-CEO) of B. Riley Financial, Inc., and in the ten-percent-owner category for Biomerica Inc in a report dated August 25, 2026. ^{2 3 1}

analysisBRC's 2023 proxy statement lists Riley's other board roles: director of Franchise Group, Inc. (formerly Liberty Tax, Inc.) from September 2018 through March 2020, of Babcock & Wilcox Enterprises, Inc. from April 2019 to September 2020, of Sonim Technologies, Inc. from October 2017 to March 2019 and of Select Interior Concepts, Inc. from November 2019 to October 2021. He chaired the special purpose acquisition companies (SPACs) B. Riley Principal Merger Corp. (April 2019 to February 2020, combined with Alta Equipment Group), B. Riley Principal Merger Corp. II (May to November 2020, combined with Eos Energy Enterprises), B. Riley Principal 150 Merger Corp. (June 2020 to July 2022, combined with FaZe Holdings) and, from May 2021, B. Riley Principal 250 Merger Corp. ¹

analysisRiley's EDGAR owner record lists a report as director and 10% owner of Liberty Tax, Inc. (now Franchise Group, Inc.) dated September 3, 2018. BRC's 2026 proxy statement describes his board service from September 2018 to March 2020 differently from the 2023 proxy: as service on the board of Freedom VCM Holdings, LLC, Franchise Group's indirect parent, rather than of Franchise Group itself. The 2026 proxy adds that Riley rejoined that board in August 2023 and resigned in June 2025, after Freedom VCM Holdings and certain affiliates filed for bankruptcy on November 3, 2024. ^{2 3 1}

analysisAs of March 27, 2023 Riley's reported holding comprised 6,487,222 shares held directly or jointly with his spouse, 70,151 shares in custodial accounts for his children and 111,750 shares in the B. Riley and Co., LLC 401(k) profit sharing plan for his benefit; he was also deemed to beneficially own 207,500 shares held by a trust for the children of director Robert L. Antin, of which Riley is trustee. Ruling on a stockholder derivative complaint against B. Riley's directors, the Delaware Court of Chancery described Riley's ownership as a 23.8% stake and called the plaintiff's argument that he was B. Riley's de facto controller feeble on that basis. ^{1 2}

analysisIn Amendment No. 6 to his Schedule 13D, reporting an event of March 19, 2026, Riley stated that he beneficially owned 6,985,856 BRC shares, 20.1% of the 34,798,366 shares outstanding on March 16, 2026, and could be deemed to own indirectly a further 199,069 shares (0.57%), held as custodian for his children and in the BRC Group Holdings 401(k) profit sharing plan for his benefit (128,918 shares). BRC's 2026 proxy table gives 6,958,164 shares (20.0%) for Riley as of March 26, 2026; the two filings count his direct and indirect positions differently, and the record does not reconcile the figures. A Form 4 shows that Riley sold 195,492 BRC shares on June 16, 2026, leaving 6,574,236 shares held directly. ^{3 4}

analysisWith board approval given on February 27, 2019, Riley pledged 4,389,553 BRC shares to Axos Bank under a credit agreement and pledge agreement dated March 19, 2019; in 2023 he pledged a further 1,414,571 shares, for a total of 5,804,124, as disclosed in a company Form 8-K and his Schedule 13D amendment of October 30, 2024. In Amendment No. 5 to his Schedule 13D (event date February 13, 2026), Riley reported that he had used the proceeds of a private sale of Babcock & Wilcox Enterprises (B&W) shares to repay $10,398,438 of his revolving credit line with Axos, whose limit was $21,407,944 with maturity on April 1, 2026 under a March 27, 2025 amendment; the repayment released 53.7% of the pledged BRC shares, 3,122,537 shares, and he reported beneficial ownership of 6,985,856 BRC shares, 22.4% of 31,218,670 outstanding. According to the 2026 proxy statement, Axos released 3,122,537 and 2,681,587 of the pledged shares, as reported in his Schedule 13D filings of February 13 and March 19, 2026, the credit and pledge agreements were terminated, and none of Riley's shares remained pledged. ^{1 2 3 4}

analysisThe B&W shares in that sale were held by Riley, jointly with his spouse, and a Riley family trust, not by BRC or its subsidiaries. Under a stock purchase agreement dated and effective February 11, 2026, Riley, jointly with his spouse, and a Riley family trust sold 1,155,382 B&W shares to AFOB FIP MS, LLC, a Delaware limited liability company managed by AFO Blackberry LLC, for $10,398,438 in cash; the sellers represented that no consent was required other than approval by BRC's Audit Committee. A joint Form 4 filed on February 13, 2026 by BRC, BRF Investments, LLC, B. Riley Securities, Inc. and Riley reports the sale of those shares from direct holdings, leaving none held directly; its footnote reads: "Represents shares held directly by Bryant R. Riley that were sold to satisfy repayment of debt". BRC is the parent of BRF Investments and majority shareholder of B. Riley Securities Holdings, Inc., the parent of B. Riley Securities; after the sale, indirect holdings of 11,873,160 and 15,573,362 B&W shares remained. ^{5 6 7}

analysisOn September 2, 1998 NASD District No. 2 accepted Letter of Acceptance, Waiver and Consent No. C02980047 from B. Riley & Company, Inc. and Bryant R. Riley, who were censured and fined $12,000 jointly and severally for trade-reporting violations and for failing to establish and enforce adequate written supervisory procedures (NASD Rules 2110 and 3010); the fine was paid on October 8, 1998. It is the only disclosure event in Riley's BrokerCheck report and appears among the six events of B. Riley & Co., LLC. ¹

analysisRiley took part in B. Riley's 2023 approach to take Franchise Group (FRG) private. FRG's merger proxy recounts that Brian Kahn and Riley met in person on March 16 and 17, 2023, and that on March 19, 2023 FRG received B. Riley's non-binding letter proposing a take-private at $30.00 per share in cash. The proxy names Riley, together with B. Riley, the Freedom entities, the Kahn parties and Andrew Laurence, among the "Consortium Members", and Riley was among the persons filing the final Schedule 13E-3 amendment of August 21, 2023, with B. Riley Financial filing as "Guarantor". ^{1 2}

analysisOn July 3, 2024 BRC, then B. Riley Financial, and Riley each received a subpoena from the Securities and Exchange Commission (SEC) requesting documents and information, primarily about the company's business dealings with Brian Kahn, certain transactions in the securities of an unrelated public company and the communications and related compliance policies of certain regulated subsidiaries. On November 22, 2024 each received an additional SEC subpoena seeking documents about Franchise Group, Inc., including its holding company Freedom VCM Holdings, LLC, and about Riley's personal loan and his pledge of company shares as collateral for it. A subpoena is a request for documents and information: the company states that receiving the subpoenas is not an indication that the SEC or its staff has determined that any violation of law has occurred, and no SEC finding, charge, enforcement action or closure concerning the company or Riley appears in the records reviewed for this dossier; the latest status they record is that in June 2026 the SEC subpoenaed certain current and former employees for testimony. The company states that both it and Riley are responding to the subpoenas and fully cooperating with the SEC. ^{1 2}

analysisRiley is also a defendant in lawsuits over the same dealings. In the federal securities class action In re B. Riley Financial, Inc. Securities Litigation (C.D. Cal. No. 2:24-cv-00662), an order of December 12, 2025 let the Section 10(b) claim proceed against Riley and, through him, the company, and dismissed it as to Phillip Ahn and Thomas Kelleher. For purposes of that motion only, the court inferred from the complaint's allegations that Riley was at least aware of public allegations that Kahn had engaged in fraud and that an inference of deliberate recklessness was at least as compelling as any nonculpable explanation for the company's failure to disclose the loan to Vintage Capital Management. A ruling on a motion to dismiss tests only whether the allegations, taken as true, state a claim; it is not a finding that any statement was false or that any defendant is liable, and the inference is not a factual finding about Riley's state of mind. The company states that it believes the claims are meritless and intends to defend the actions; the defendants answered on February 17, 2026, and the case moved into discovery and class certification. The FRG Litigation Trust's complaint pleads aiding and abetting breach of fiduciary duty, aiding and abetting fraud and unjust enrichment against B. Riley Financial and Riley, and an illegal-dividend count against Kahn and Riley; these are allegations in a newly filed complaint, not findings by any court. No answer by BRC or Riley to that complaint appears in the records; twelve days before it was filed, in its quarterly report dated August 6, 2026, BRC stated that if unasserted claims relating to Kahn and its investment in Freedom Holdings were made it believed it had valid defenses and any such claim would be without merit, and BRC separately states that its Audit Committee review and an independent investigation found that the company and its executives, including Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Kahn or his affiliates. A stockholder derivative suit against Riley and the other directors was dismissed in full by the Delaware Court of Chancery in a decision of March 30, 2026 (the opinion's cover page prints the year as 2025, but the matter was submitted on December 22, 2025, and the court's listing and the company's filings give 2026), because the plaintiff had not pleaded that a majority of the board was interested or lacked independence, so a pre-suit demand on the board was not excused; the court did not reach the merits or rule on whether the alleged breaches occurred. Riley told analysts after the ruling that the company believes the outcome reflects the integrity of its board and governance processes, and on April 29, 2026 the plaintiff appealed to the Delaware Supreme Court. ^{3 4 1 5 6 7 8}