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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-088","record":{"id":"src-088","title":"B. Riley Financial, Inc. annual report on Form 10-K for the year ended December 31, 2024","url":"https://www.sec.gov/Archives/edgar/data/1464790/000146479025000011/rily-20241231.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2025-09","locator":"Form 10-K for 2024: legal proceedings, notes, related parties","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"B. Riley Financial, Inc. annual report on Form 10-K for the year ended December 31, 2024, U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-089","record":{"id":"src-089","title":"U.S. Bankruptcy Court for the Southern District of New York, memorandum opinion and order in In re Nogin Commerce LLC, Case No. 25-10810 (MG)","url":"https://www.govinfo.gov/content/pkg/USCOURTS-nysb-1_25-bk-10810/pdf/USCOURTS-nysb-1_25-bk-10810-0.pdf","publisher":"U.S. Bankruptcy Court, S.D.N.Y. (via U.S. Government Publishing Office)","date":"2025-06-11","locator":"Memorandum opinion and order","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"court_record","publisher_type":"government"},"reading":"U.S. Bankruptcy Court for the Southern District of New York, memorandum opinion and order in In re Nogin Commerce LLC, Case No. 25-10810 (MG), U.S. Bankruptcy Court, S.D.N.Y. (via U.S. Government Publishing Office)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-090","record":{"id":"src-090","title":"Babcock & Wilcox Enterprises, Inc. definitive proxy statement for its 2026 annual meeting","url":"https://www.sec.gov/Archives/edgar/data/1630805/000110465926042128/tm261491-4_def14a.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2026-03","locator":"Ownership table, related-party transactions, auditor proposal","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"Babcock & Wilcox Enterprises, Inc. definitive proxy statement for its 2026 annual meeting, U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-091","record":{"id":"src-091","title":"Media source · src-091","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"media","publisher_type":"media"},"reading":"Media source · src-091"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-092","record":{"id":"src-092","title":"Research source · src-092","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"research","publisher_type":"corporate"},"reading":"Research source · src-092"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-093","record":{"id":"src-093","title":"Company statement source · src-093","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"company_statement","publisher_type":"corporate"},"reading":"Company statement source · src-093"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-094","record":{"id":"src-094","title":"Arrangement agreement among BRC Group Holdings, Inc., 1001755979 Ontario Inc. and Sangoma Technologies Corporation (Exhibit 2.1)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390026105855/ea030710301ex2-1.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2026-09-28","locator":"Exhibit 2.1: parties, definitions, guarantee and signatures","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"Arrangement agreement among BRC Group Holdings, Inc., 1001755979 Ontario Inc. and Sangoma Technologies Corporation (Exhibit 2.1), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-095","record":{"id":"src-095","title":"Form D notice of exempt offering filed by DASH Medical Holdings, LLC","url":"https://www.sec.gov/Archives/edgar/data/1851302/000089271221000143/primary_doc.xml","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2021-03-15","locator":"Form D issuer, related persons and offering data","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"regulatory_record","publisher_type":"regulator"},"reading":"Form D notice of exempt offering filed by DASH Medical Holdings, LLC, U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-096","record":{"id":"src-096","title":"SEC EDGAR submissions record for Vintage Capital Management LLC (CIK 0001511498)","url":"https://data.sec.gov/submissions/CIK0001511498.json","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"","locator":"Filer metadata","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"corporate_registry","publisher_type":"regulator"},"reading":"SEC EDGAR submissions record for Vintage Capital Management LLC (CIK 0001511498), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-097","record":{"id":"src-097","title":"SEC EDGAR submissions record for B. Riley Principal 250 Merger Corp. (CIK 0001844211)","url":"https://data.sec.gov/submissions/CIK0001844211.json","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"","locator":"Registrant metadata and filing index","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"corporate_registry","publisher_type":"regulator"},"reading":"SEC EDGAR submissions record for B. Riley Principal 250 Merger Corp. (CIK 0001844211), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-098","record":{"id":"src-098","title":"B. Riley Financial, Inc. press release on the appointment of Tammy Brandt to the board (Exhibit 99.2)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390021066955/ea152650ex99-2_brileyfin.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2021-12-21","locator":"Exhibit 99.2","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"B. Riley Financial, Inc. press release on the appointment of Tammy Brandt to the board (Exhibit 99.2), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-099","record":{"id":"src-099","title":"Schedule 13E-3/A (Amendment No. 4) regarding Franchise Group, Inc.","url":"https://www.sec.gov/Archives/edgar/data/1528930/000110465923093926/tm2324214d2_sc13e3a.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2023-08-21","locator":"Filing persons, Item 15 and signatures","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"regulatory_record","publisher_type":"regulator"},"reading":"Schedule 13E-3/A (Amendment No. 4) regarding Franchise Group, Inc., U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-100","record":{"id":"src-100","title":"Media source · src-100","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"media","publisher_type":"media"},"reading":"Media source · src-100"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-101","record":{"id":"src-101","title":"Court record source · src-101","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"court_record","publisher_type":"nonprofit"},"reading":"Court record source · src-101"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-102","record":{"id":"src-102","title":"Media source · src-102","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"media","publisher_type":"media"},"reading":"Media source · src-102"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-103","record":{"id":"src-103","title":"Regulatory record source · src-103","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"regulatory_record","publisher_type":"corporate"},"reading":"Regulatory record source · src-103"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-104","record":{"id":"src-104","title":"Other source · src-104","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"other","publisher_type":"corporate"},"reading":"Other source · src-104"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-105","record":{"id":"src-105","title":"Form ADV of Vintage Capital Management, LLC (exempt reporting adviser report of February 29, 2016)","url":"https://reports.adviserinfo.sec.gov/reports/ADV/161193/PDF/161193.pdf","publisher":"U.S. Securities and Exchange Commission (Investment Adviser Public Disclosure)","date":"2016-02-29","locator":"Schedules A, B and D","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"regulatory_record","publisher_type":"regulator"},"reading":"Form ADV of Vintage Capital Management, LLC (exempt reporting adviser report of February 29, 2016), U.S. Securities and Exchange Commission (Investment Adviser Public Disclosure)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-106","record":{"id":"src-106","title":"Dash Medical Holdings, LLC subscription agreement with B. Riley Principal Investments, LLC (Exhibit 10.1)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390021025220/f10q0321ex10-1_brileyfin.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2021-03-01","locator":"Exhibit 10.1: subscription and signature pages","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"Dash Medical Holdings, LLC subscription agreement with B. Riley Principal Investments, LLC (Exhibit 10.1), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-107","record":{"id":"src-107","title":"B. Riley Financial, Inc. press release on the final results of the tender offer for National Holdings Corporation (Exhibit 99.1)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390021011506/ea136440ex99-1_brileyfin.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2021-02-25","locator":"Exhibit 99.1","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"B. Riley Financial, Inc. press release on the final results of the tender offer for National Holdings Corporation (Exhibit 99.1), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-108","record":{"id":"src-108","title":"Media source · src-108","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"media","publisher_type":"media"},"reading":"Media source · src-108"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-109","record":{"id":"src-109","title":"Company statement source · src-109","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"company_statement","publisher_type":"corporate"},"reading":"Company statement source · src-109"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-110","record":{"id":"src-110","title":"Company statement source · src-110","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"company_statement","publisher_type":"corporate"},"reading":"Company statement source · src-110"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-111","record":{"id":"src-111","title":"Stock purchase agreement for 1,155,382 shares of Babcock & Wilcox Enterprises, Inc. between Bryant Riley-related sellers and AFOB FIP MS, LLC (Exhibit 99.1)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390026016557/ea027652601ex99-1_babcock.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2026-02-11","locator":"Exhibit 99.1: recitals, price, conditions and signatures","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"Stock purchase agreement for 1,155,382 shares of Babcock & Wilcox Enterprises, Inc. between Bryant Riley-related sellers and AFOB FIP MS, LLC (Exhibit 99.1), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-112","record":{"id":"src-112","title":"BRC Group Holdings, Inc. press release on its SpaceX carried-interest position (Exhibit 99.1)","url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390026068514/ea029472701ex99-1.htm","publisher":"U.S. Securities and Exchange Commission (EDGAR)","date":"2026-06-15","locator":"Exhibit 99.1","basis":"Retained copy of the document in the frozen case database, read in the passages cited by the claims.","accessed":"2026-10-17","source_type":"company_statement","publisher_type":"regulator"},"reading":"BRC Group Holdings, Inc. press release on its SpaceX carried-interest position (Exhibit 99.1), U.S. Securities and Exchange Commission (EDGAR)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-113","record":{"id":"src-113","title":"Corporate registry source · src-113","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"corporate_registry","publisher_type":"corporate"},"reading":"Corporate registry source · src-113"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-114","record":{"id":"src-114","title":"Court record source · src-114","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"court_record","publisher_type":"nonprofit"},"reading":"Court record source · src-114"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-115","record":{"id":"src-115","title":"Media source · src-115","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"media","publisher_type":"media"},"reading":"Media source · src-115"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"sources","id":"src-116","record":{"id":"src-116","title":"Court record source · src-116","url":"","publisher":"","date":"","locator":"","basis":"Source classification retained; identifying metadata omitted.","accessed":"","source_type":"court_record","publisher_type":"corporate"},"reading":"Court record source · src-116"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-edgar","record":{"id":"c-id-edgar","kind":"fact","text":"In the SEC's EDGAR system BRC Group Holdings, Inc. is registered as an operating company under Central Index Key 0001464790, with employer identification number 270223495, industry code 6282 (Investment Advice), a December 31 fiscal year-end and Delaware as its state of incorporation; it files as an accelerated filer and smaller reporting company. EDGAR lists seven Nasdaq-traded securities: RILY, RILYG, RILYL, RILYN, RILYP, RILYT and RILYZ.","source_ids":["src-001"],"entity_ids":["brc","nasdaq"],"qualification":"","response":"","outcome":""},"reading":"Fact: In the SEC's EDGAR system BRC Group Holdings, Inc. is registered as an operating company under Central Index Key 0001464790, with employer identification number 270223495, industry code 6282 (Investment Advice), a December 31 fiscal year-end and Delaware as its state of incorporation; it files as an accelerated filer and smaller reporting company. EDGAR lists seven Nasdaq-traded securities: RILY, RILYG, RILYL, RILYN, RILYP, RILYT and RILYZ."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-address","record":{"id":"c-id-address","kind":"fact","text":"EDGAR gives BRC Group Holdings' business address as 11100 Santa Monica Blvd, Suite 800, Los Angeles, California 90025, with telephone number 818-884-3737.","source_ids":["src-001"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: EDGAR gives BRC Group Holdings' business address as 11100 Santa Monica Blvd, Suite 800, Los Angeles, California 90025, with telephone number 818-884-3737."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-edgar-names","record":{"id":"c-id-edgar-names","kind":"fact","text":"EDGAR records the company's earlier names as Great American Group, Inc. (June 1, 2009 to October 21, 2014) and B. Riley Financial, Inc. (October 8, 2014 to December 15, 2025), and shows the name BRC Group Holdings, Inc. from January 2, 2026.","source_ids":["src-001","src-023"],"entity_ids":["brc"],"qualification":"EDGAR's end date for the B. Riley Financial name (December 15, 2025) precedes the January 1, 2026 effective date in the Delaware certificate, and EDGAR also carries a dated former-name entry for BRC Group Holdings, Inc. ending October 1, 2026 under the same current name; the certificate is used for the date of the change.","response":"","outcome":""},"reading":"Fact: EDGAR records the company's earlier names as Great American Group, Inc. (June 1, 2009 to October 21, 2014) and B. Riley Financial, Inc. (October 8, 2014 to December 15, 2025), and shows the name BRC Group Holdings, Inc. from January 2, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-name-change","record":{"id":"c-id-name-change","kind":"fact","text":"The Delaware Secretary of State certified a certificate of amendment changing the corporation's name from \"B. Riley Financial, Inc.\" to \"BRC Group Holdings, Inc.\", filed on December 22, 2025 and effective January 1, 2026; the corporation's Delaware file number is 4676810. Thomas Kelleher signed the certificate as authorized officer.","source_ids":["src-004"],"entity_ids":["brc","tom-kelleher"],"qualification":"","response":"","outcome":""},"reading":"Fact: The Delaware Secretary of State certified a certificate of amendment changing the corporation's name from \"B. Riley Financial, Inc.\" to \"BRC Group Holdings, Inc.\", filed on December 22, 2025 and effective January 1, 2026; the corporation's Delaware file number is 4676810. Thomas Kelleher signed the certificate as authorized officer."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-registry-mirror","record":{"id":"c-id-registry-mirror","kind":"fact","text":"A commercial mirror of the Delaware register lists company number 4676810 as a Delaware corporation under its former name B. Riley Financial, Inc., with Corporation Service Company, 251 Little Falls Drive, Wilmington, as registered agent.","source_ids":["src-113"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: A commercial mirror of the Delaware register lists company number 4676810 as a Delaware corporation under its former name B. Riley Financial, Inc., with Corporation Service Company, 251 Little Falls Drive, Wilmington, as registered agent."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-founding","record":{"id":"c-id-founding","kind":"fact","text":"According to its annual report for 2025, BRC was founded in 1997 by its Co-Chief Executive Officers Bryant Riley and Tom Kelleher, was incorporated in Delaware in 2009 and became publicly listed through its combination with Great American Group, Inc. in 2014.","source_ids":["src-002"],"entity_ids":["brc","bryant-riley","tom-kelleher"],"qualification":"","response":"","outcome":""},"reading":"Fact: According to its annual report for 2025, BRC was founded in 1997 by its Co-Chief Executive Officers Bryant Riley and Tom Kelleher, was incorporated in Delaware in 2009 and became publicly listed through its combination with Great American Group, Inc. in 2014."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-shares-auditor","record":{"id":"c-id-shares-auditor","kind":"fact","text":"The 2025 annual report states that 35,150,932 shares of BRC common stock were outstanding on March 27, 2026, and names BDO USA, P.C. of Los Angeles (PCAOB firm ID 243) as the auditor.","source_ids":["src-002"],"entity_ids":["brc","bdo"],"qualification":"","response":"","outcome":""},"reading":"Fact: The 2025 annual report states that 35,150,932 shares of BRC common stock were outstanding on March 27, 2026, and names BDO USA, P.C. of Los Angeles (PCAOB firm ID 243) as the auditor."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-rebrand-2020","record":{"id":"c-id-rebrand-2020","kind":"fact","text":"On September 14, 2020 B. Riley Financial announced new \"B. Riley\" brand names for its subsidiaries after acquisitions completed since 2015, including Friedman, Billings & Ramsey (FBR & Co.), GlassRatner, Great American Group and Wunderlich Securities. B. Riley Securities, led by Andy Moore, was formerly known as B. Riley FBR following the merger of B. Riley & Co. and FBR & Co.; B. Riley Wealth Management was formerly Wunderlich Securities (renamed in 2018); the GlassRatner and Great American Group advisory and valuation units became B. Riley Advisory Services; Great American Group became B. Riley Retail Solutions; and B. Riley Principal Investments was led by Kenny Young.","source_ids":["src-110"],"entity_ids":["brc","brs","b-riley-co","brwm","glassratner","brpi","andrew-moore","kenneth-young"],"qualification":"","response":"","outcome":""},"reading":"Fact: On September 14, 2020 B. Riley Financial announced new \"B. Riley\" brand names for its subsidiaries after acquisitions completed since 2015, including Friedman, Billings & Ramsey (FBR & Co.), GlassRatner, Great American Group and Wunderlich Securities. B. Riley Securities, led by Andy Moore, was formerly known as B. Riley FBR following the merger of B. Riley & Co. and FBR & Co.; B. Riley Wealth Management was formerly Wunderlich Securities (renamed in 2018); the GlassRatner and Great American Group advisory and valuation units became B. Riley Advisory Services; Great American Group became B. Riley Retail Solutions; and B. Riley Principal Investments was led by Kenny Young."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-national-holdings","record":{"id":"c-id-national-holdings","kind":"fact","text":"On February 25, 2021 B. Riley Financial announced the results of its cash tender offer for National Holdings Corporation: 5,364,675 shares, about 39% of National's outstanding shares, were tendered for about $17.4 million. Under the merger that followed, remaining shares were to be converted into $3.25 in cash each and National was to become a wholly owned subsidiary of B. Riley and be delisted from the Nasdaq Capital Market.","source_ids":["src-107"],"entity_ids":["brc","national-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: On February 25, 2021 B. Riley Financial announced the results of its cash tender offer for National Holdings Corporation: 5,364,675 shares, about 39% of National's outstanding shares, were tendered for about $17.4 million. Under the merger that followed, remaining shares were to be converted into $3.25 in cash each and National was to become a wholly owned subsidiary of B. Riley and be delisted from the Nasdaq Capital Market."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-subsidiaries-principal","record":{"id":"c-id-subsidiaries-principal","kind":"fact","text":"The subsidiary list filed as Exhibit 21.1 to the 2025 annual report includes, among Delaware entities, B. Riley Advisory Holdings, LLC, B. Riley Advisory US, Inc., B. Riley Brand Management, LLC, B. Riley Commercial Capital, LLC, B. Riley Environmental Holdings, LLC, B. Riley Principal 250 Sponsor Co., LLC, B. Riley Principal Capital II, LLC, B. Riley Principal Capital, LLC, B. Riley Principal Investments, LLC and B. Riley Receivables, LLC, as well as SPAC entities such as B. Riley Principal 175 Merger Corp. and B. Riley Principal 200 Merger Corp.; B. Riley Capital Management, LLC is listed as a New York company.","source_ids":["src-036"],"entity_ids":["brc","br-advisory-holdings","br-advisory-us","br-brand-mgmt","brcc","br-environmental","brpm-250-sponsor","brpc-ii","brpc","brpi","br-receivables","br-capital-mgmt"],"qualification":"","response":"","outcome":""},"reading":"Fact: The subsidiary list filed as Exhibit 21.1 to the 2025 annual report includes, among Delaware entities, B. Riley Advisory Holdings, LLC, B. Riley Advisory US, Inc., B. Riley Brand Management, LLC, B. Riley Commercial Capital, LLC, B. Riley Environmental Holdings, LLC, B. Riley Principal 250 Sponsor Co., LLC, B. Riley Principal Capital II, LLC, B. Riley Principal Capital, LLC, B. Riley Principal Investments, LLC and B. Riley Receivables, LLC, as well as SPAC entities such as B. Riley Principal 175 Merger Corp. and B. Riley Principal 200 Merger Corp.; B. Riley Capital Management, LLC is listed as a New York company."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-subsidiaries-finance","record":{"id":"c-id-subsidiaries-finance","kind":"fact","text":"Exhibit 21.1 to the 2025 annual report also lists B. Riley Securities Holdings, Inc. and B. Riley Securities, Inc. (Delaware), B. Riley Securities Canada ULC (British Columbia), B. Riley Venture Capital, LLC, B. Riley Wealth Management Holdings, Inc., B. Riley Wealth Private Shares, LLC and B. Riley Wealth Tax Services, Inc. (Delaware), B. Riley Wealth Advisors, Inc. and B. Riley Wealth Insurance, Inc. (Washington), B. Riley Wealth Management, Inc. (Tennessee), BR Advisory & Investments, LLC, BR Financial Holdings, LLC, BRF Investments, LLC, BRF Finance Co., LLC, BR EXAR, LLC, BRPI Acquisition Co LLC and BRPI Executive Consulting, LLC (Delaware), a New York liquidating trust named BRC Partners Opportunities Trust, and bebe stores, inc. (California), which is marked as owned less than 100%.","source_ids":["src-036"],"entity_ids":["brc","brsh","brs","brvc","brwmh","brw-private-shares","brw-advisors","brwm","br-advisory-investments","brfh","brf-investments","brpac","brpi-exec-consulting","bebe"],"qualification":"","response":"","outcome":""},"reading":"Fact: Exhibit 21.1 to the 2025 annual report also lists B. Riley Securities Holdings, Inc. and B. Riley Securities, Inc. (Delaware), B. Riley Securities Canada ULC (British Columbia), B. Riley Venture Capital, LLC, B. Riley Wealth Management Holdings, Inc., B. Riley Wealth Private Shares, LLC and B. Riley Wealth Tax Services, Inc. (Delaware), B. Riley Wealth Advisors, Inc. and B. Riley Wealth Insurance, Inc. (Washington), B. Riley Wealth Management, Inc. (Tennessee), BR Advisory & Investments, LLC, BR Financial Holdings, LLC, BRF Investments, LLC, BRF Finance Co., LLC, BR EXAR, LLC, BRPI Acquisition Co LLC and BRPI Executive Consulting, LLC (Delaware), a New York liquidating trust named BRC Partners Opportunities Trust, and bebe stores, inc. (California), which is marked as owned less than 100%."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-subsidiaries-operating","record":{"id":"c-id-subsidiaries-operating","kind":"fact","text":"The same Exhibit 21.1 lists telecommunications subsidiaries including Lingo Management, LLC, magicJack VocalTec Ltd. (Israel), magicJack VoIP Services, LLC, Marconi Wireless Holdings, LLC, United Online, Inc. and YMax Corporation, together with National Securities Corporation (Washington), ReVal Group, LLC, Nogin Holdings, LLC and Nogin Commerce, LLC, the Targus companies held through TIGER US HOLDINGS INC. in many countries, and partly owned entities such as Great American Global Partners, LLC, Georgia Scapes HoldCo LLC and One Outdoor Holdings, LLC.","source_ids":["src-036"],"entity_ids":["brc","lingo","magicjack","united-online","nsc","reval","nogin-holdings","nogin-commerce"],"qualification":"","response":"","outcome":""},"reading":"Fact: The same Exhibit 21.1 lists telecommunications subsidiaries including Lingo Management, LLC, magicJack VocalTec Ltd. (Israel), magicJack VoIP Services, LLC, Marconi Wireless Holdings, LLC, United Online, Inc. and YMax Corporation, together with National Securities Corporation (Washington), ReVal Group, LLC, Nogin Holdings, LLC and Nogin Commerce, LLC, the Targus companies held through TIGER US HOLDINGS INC. in many countries, and partly owned entities such as Great American Global Partners, LLC, Georgia Scapes HoldCo LLC and One Outdoor Holdings, LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-magicjack","record":{"id":"c-id-magicjack","kind":"fact","text":"In EDGAR, magicJack VocalTec Ltd. (CIK 0001005699) is recorded as incorporated in Israel, classified under telephone communications, with no listed tickers or exchanges; its former name was VocalTec Communications Ltd, used from November 8, 2000 to May 24, 2011.","source_ids":["src-068"],"entity_ids":["magicjack"],"qualification":"","response":"","outcome":""},"reading":"Fact: In EDGAR, magicJack VocalTec Ltd. (CIK 0001005699) is recorded as incorporated in Israel, classified under telephone communications, with no listed tickers or exchanges; its former name was VocalTec Communications Ltd, used from November 8, 2000 to May 24, 2011."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-bebe","record":{"id":"c-id-bebe","kind":"fact","text":"In EDGAR, bebe stores, inc. (CIK 0001059272) is recorded as a California corporation based at 400 Valley Dr, Brisbane, California, with no listed tickers or exchanges; its earlier names were BEBE STORES INC and BABE INC.","source_ids":["src-020"],"entity_ids":["bebe"],"qualification":"","response":"","outcome":""},"reading":"Fact: In EDGAR, bebe stores, inc. (CIK 0001059272) is recorded as a California corporation based at 400 Valley Dr, Brisbane, California, with no listed tickers or exchanges; its earlier names were BEBE STORES INC and BABE INC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brpc","record":{"id":"c-id-brpc","kind":"fact","text":"In EDGAR, B. Riley Principal Capital, LLC (CIK 0002154075) is recorded as a Delaware entity with business and mailing address at 11100 Santa Monica Blvd, Suite 800, Los Angeles, the same address as BRC Group Holdings, and telephone number 310-966-1444.","source_ids":["src-053"],"entity_ids":["brpc","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: In EDGAR, B. Riley Principal Capital, LLC (CIK 0002154075) is recorded as a Delaware entity with business and mailing address at 11100 Santa Monica Blvd, Suite 800, Los Angeles, the same address as BRC Group Holdings, and telephone number 310-966-1444."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-frg","record":{"id":"c-id-frg","kind":"fact","text":"In EDGAR, Franchise Group, Inc. (CIK 0001528930, employer identification number 273561876) is recorded as a Delaware corporation at 109 Innovation Court, Suite J, Delaware, Ohio, with no listed tickers or exchanges; its former names were Liberty Tax, Inc. (July 15, 2014 to September 19, 2019) and JTH Holding, Inc. (September 2, 2011 to July 9, 2014).","source_ids":["src-005"],"entity_ids":["frg"],"qualification":"","response":"","outcome":""},"reading":"Fact: In EDGAR, Franchise Group, Inc. (CIK 0001528930, employer identification number 273561876) is recorded as a Delaware corporation at 109 Innovation Court, Suite J, Delaware, Ohio, with no listed tickers or exchanges; its former names were Liberty Tax, Inc. (July 15, 2014 to September 19, 2019) and JTH Holding, Inc. (September 2, 2011 to July 9, 2014)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brsh-stake","record":{"id":"c-id-brsh-stake","kind":"fact","text":"On March 10, 2025 a merger subsidiary of B. Riley Securities Holdings, Inc. (BRSH), the holding company of the broker-dealer operations in BRC's Capital Markets segment, merged with a shell corporation and issued 0.6% of BRSH's equity to the shell's investors, who became minority stockholders. Assuming full vesting of BRSH restricted stock awards, BRC owned 89.4% of BRSH at the date of the merger, 90.7% at December 31, 2025 and 92.9% at June 30, 2026.","source_ids":["src-014"],"entity_ids":["brc","brsh"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 10, 2025 a merger subsidiary of B. Riley Securities Holdings, Inc. (BRSH), the holding company of the broker-dealer operations in BRC's Capital Markets segment, merged with a shell corporation and issued 0.6% of BRSH's equity to the shell's investors, who became minority stockholders. Assuming full vesting of BRSH restricted stock awards, BRC owned 89.4% of BRSH at the date of the merger, 90.7% at December 31, 2025 and 92.9% at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-repurchase-plan","record":{"id":"c-id-brs-repurchase-plan","kind":"fact","text":"In an announcement dated April 20, 2026, BRC Group Holdings said it would pursue a repurchase of the approximately 8% of minority shares of B. Riley Securities not already owned by it, and that it intended to merge B. Riley Securities with B. Riley Wealth by year-end, subject to regulatory approval including FINRA approval under Rule 1017.","source_ids":["src-048"],"entity_ids":["brc","brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: In an announcement dated April 20, 2026, BRC Group Holdings said it would pursue a repurchase of the approximately 8% of minority shares of B. Riley Securities not already owned by it, and that it intended to merge B. Riley Securities with B. Riley Wealth by year-end, subject to regulatory approval including FINRA approval under Rule 1017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-record","record":{"id":"c-id-brs-record","kind":"fact","text":"FINRA's BrokerCheck report classifies B. Riley Securities, Inc. as a corporation formed in Delaware on June 16, 1989, with its main office at 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia; it is registered with the SEC, two self-regulatory organizations and 53 U.S. states and territories and is not suspended by any regulator.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: FINRA's BrokerCheck report classifies B. Riley Securities, Inc. as a corporation formed in Delaware on June 16, 1989, with its main office at 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia; it is registered with the SEC, two self-regulatory organizations and 53 U.S. states and territories and is not suspended by any regulator."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-owners","record":{"id":"c-id-brs-owners","kind":"fact","text":"BrokerCheck lists B. Riley Securities Holdings, Inc. as the direct parent of B. Riley Securities, Inc. with 75% or more of its ownership since March 2025; BR Financial Holdings, LLC is shown as parent of B. Riley Securities Holdings since April 2021, and BRC Group Holdings, Inc., a public reporting company, as parent of BR Financial Holdings since April 2021, each with 75% or more.","source_ids":["src-022"],"entity_ids":["brs","brsh","brfh","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BrokerCheck lists B. Riley Securities Holdings, Inc. as the direct parent of B. Riley Securities, Inc. with 75% or more of its ownership since March 2025; BR Financial Holdings, LLC is shown as parent of B. Riley Securities Holdings since April 2021, and BRC Group Holdings, Inc., a public reporting company, as parent of BR Financial Holdings since April 2021, each with 75% or more."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-affiliates","record":{"id":"c-id-brs-affiliates","kind":"fact","text":"BrokerCheck shows B. Riley Securities, Inc. under common control of the same parent, BRC Group Holdings, Inc., with B. Riley Venture Capital, LLC (from December 12, 2024), B. Riley Wealth Private Shares (from September 2, 2021), B. Riley Wealth Advisors, Inc. (from February 25, 2021) and B. Riley Wealth Management (from July 3, 2017). The firm clears trades on a fully disclosed basis through National Financial Services LLC, an arrangement effective November 1, 2017.","source_ids":["src-022"],"entity_ids":["brs","brc","brvc","brw-private-shares","brw-advisors","brwm","nfs"],"qualification":"","response":"","outcome":""},"reading":"Fact: BrokerCheck shows B. Riley Securities, Inc. under common control of the same parent, BRC Group Holdings, Inc., with B. Riley Venture Capital, LLC (from December 12, 2024), B. Riley Wealth Private Shares (from September 2, 2021), B. Riley Wealth Advisors, Inc. (from February 25, 2021) and B. Riley Wealth Management (from July 3, 2017). The firm clears trades on a fully disclosed basis through National Financial Services LLC, an arrangement effective November 1, 2017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-officers","record":{"id":"c-id-brs-officers","kind":"fact","text":"BrokerCheck lists the executive officers of B. Riley Securities, Inc. as Andrew Thomas Moore (Chief Executive Officer from April 2026), Bryant Richard Riley (Executive Chairman from April 2026), Patrice McNicoll (Co-President from May 2026), Joseph Robert Nardini (Co-President from April 2026), Frank Pigott (General Counsel and Chief Compliance Officer from March 2026), Janelle Regina Schutt (Controller since October 2008) and Mary Ann Nell Swain (Chief Financial Officer from May 2026), each with an ownership interest below 5%.","source_ids":["src-022"],"entity_ids":["brs","andrew-moore","bryant-riley","patrice-mcnicoll","joseph-nardini","frank-pigott","janelle-schutt","mary-ann-swain"],"qualification":"","response":"","outcome":""},"reading":"Fact: BrokerCheck lists the executive officers of B. Riley Securities, Inc. as Andrew Thomas Moore (Chief Executive Officer from April 2026), Bryant Richard Riley (Executive Chairman from April 2026), Patrice McNicoll (Co-President from May 2026), Joseph Robert Nardini (Co-President from April 2026), Frank Pigott (General Counsel and Chief Compliance Officer from March 2026), Janelle Regina Schutt (Controller since October 2008) and Mary Ann Nell Swain (Chief Financial Officer from May 2026), each with an ownership interest below 5%."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brs-leadership-2026","record":{"id":"c-id-brs-leadership-2026","kind":"fact","text":"B. Riley Securities' April 2026 announcement stated that Bryant Riley had been appointed Executive Chairman of the firm, that Andy Moore was returning as its Chief Executive Officer and that Joseph Nardini, Head of Investment Banking, had been promoted to President.","source_ids":["src-048"],"entity_ids":["brs","bryant-riley","andrew-moore","joseph-nardini"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley Securities' April 2026 announcement stated that Bryant Riley had been appointed Executive Chairman of the firm, that Andy Moore was returning as its Chief Executive Officer and that Joseph Nardini, Head of Investment Banking, had been promoted to President."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brco-record","record":{"id":"c-id-brco-record","kind":"fact","text":"FINRA's BrokerCheck report describes B. Riley & Co., LLC as a limited liability company formed in Delaware on April 30, 2007. Its broker-dealer registration ran from January 3, 1997 to March 4, 2019; it ceased business on December 31, 2018 and reported owing no money or securities to customers or other brokerage firms.","source_ids":["src-083"],"entity_ids":["b-riley-co"],"qualification":"","response":"","outcome":""},"reading":"Fact: FINRA's BrokerCheck report describes B. Riley & Co., LLC as a limited liability company formed in Delaware on April 30, 2007. Its broker-dealer registration ran from January 3, 1997 to March 4, 2019; it ceased business on December 31, 2018 and reported owing no money or securities to customers or other brokerage firms."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brco-owners","record":{"id":"c-id-brco-owners","kind":"fact","text":"BrokerCheck lists B. Riley Financial, Inc. as the owner of B. Riley & Co., LLC from November 2016, Thomas John Kelleher and Bryant Richard Riley as its co-CEOs from August 2017 and Alan Neil Forman as its General Counsel from June 2015.","source_ids":["src-083"],"entity_ids":["b-riley-co","brc","tom-kelleher","bryant-riley","alan-forman"],"qualification":"","response":"","outcome":""},"reading":"Fact: BrokerCheck lists B. Riley Financial, Inc. as the owner of B. Riley & Co., LLC from November 2016, Thomas John Kelleher and Bryant Richard Riley as its co-CEOs from August 2017 and Alan Neil Forman as its General Counsel from June 2015."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brco-affiliates","record":{"id":"c-id-brco-affiliates","kind":"fact","text":"BrokerCheck shows B. Riley & Co., LLC under common control of B. Riley Financial, Inc. with Wunderlich Securities, Inc. (from July 3, 2017), MLV & Co. LLC and FBR Capital Markets & Co. (both from June 1, 2017) and B. Riley Capital Management, LLC.","source_ids":["src-083"],"entity_ids":["b-riley-co","brc","brwm","brs","br-capital-mgmt"],"qualification":"","response":"","outcome":""},"reading":"Fact: BrokerCheck shows B. Riley & Co., LLC under common control of B. Riley Financial, Inc. with Wunderlich Securities, Inc. (from July 3, 2017), MLV & Co. LLC and FBR Capital Markets & Co. (both from June 1, 2017) and B. Riley Capital Management, LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-bd-net-capital","record":{"id":"c-id-bd-net-capital","kind":"fact","text":"BRC's 2025 annual report states that its broker-dealer subsidiaries B. Riley Securities and B. Riley Wealth Management are registered with the SEC, are FINRA members and are subject to the SEC net capital rule (Rule 15c3-1). At December 31, 2025 B. Riley Securities reported net capital of $79,560 thousand against a requirement of $5,167 thousand, and B. Riley Wealth Management $7,521 thousand against $1,335 thousand, compared with $16,384 thousand a year earlier.","source_ids":["src-002"],"entity_ids":["brc","brs","brwm"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 annual report states that its broker-dealer subsidiaries B. Riley Securities and B. Riley Wealth Management are registered with the SEC, are FINRA members and are subject to the SEC net capital rule (Rule 15c3-1). At December 31, 2025 B. Riley Securities reported net capital of $79,560 thousand against a requirement of $5,167 thousand, and B. Riley Wealth Management $7,521 thousand against $1,335 thousand, compared with $16,384 thousand a year earlier."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-id-brwm-structure","record":{"id":"c-id-brwm-structure","kind":"fact","text":"B. Riley Wealth Management, Inc.'s audited financial statements for 2024 describe it as a wholly owned subsidiary of B. Riley Wealth Management Holdings, Inc. (BRWH), itself wholly owned by B. Riley Financial, with sister companies including B. Riley Wealth Advisors, Inc. and National Securities Corporation. They state that Freedom VCM Holdings, LLC became a related party when Bryant Riley, Co-CEO and Chairman of B. Riley Financial, was given a board seat, and that the firm acted as placement agent for membership interests in two variable interest entities, B. Riley Private Shares 2023-2 QP and B. Riley Private Shares 2023-2 QC.","source_ids":["src-077"],"entity_ids":["brwm","brwmh","brc","brw-advisors","nsc","freedom-vcm-holdings","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley Wealth Management, Inc.'s audited financial statements for 2024 describe it as a wholly owned subsidiary of B. Riley Wealth Management Holdings, Inc. (BRWH), itself wholly owned by B. Riley Financial, with sister companies including B. Riley Wealth Advisors, Inc. and National Securities Corporation. They state that Freedom VCM Holdings, LLC became a related party when Bryant Riley, Co-CEO and Chairman of B. Riley Financial, was given a board seat, and that the firm acted as placement agent for membership interests in two variable interest entities, B. Riley Private Shares 2023-2 QP and B. Riley Private Shares 2023-2 QC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-riley-roles","record":{"id":"c-lead-riley-roles","kind":"fact","text":"Bryant R. Riley has been Chairman of BRC since June 2014, Co-Chief Executive Officer since July 2018 and a director since August 2009; he was sole Chief Executive Officer from June 2014 to July 2018. He was Chairman of B. Riley & Co., LLC from founding the brokerage in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017, and its Chief Executive Officer from 1997 to 2006.","source_ids":["src-003"],"entity_ids":["bryant-riley","brc","b-riley-co"],"qualification":"","response":"","outcome":""},"reading":"Fact: Bryant R. Riley has been Chairman of BRC since June 2014, Co-Chief Executive Officer since July 2018 and a director since August 2009; he was sole Chief Executive Officer from June 2014 to July 2018. He was Chairman of B. Riley & Co., LLC from founding the brokerage in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017, and its Chief Executive Officer from 1997 to 2006."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-riley-boards","record":{"id":"c-lead-riley-boards","kind":"fact","text":"BRC's 2023 proxy statement lists Bryant 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 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.","source_ids":["src-016"],"entity_ids":["bryant-riley","frg","bw","sonim","select-interior","alta-equipment","eos","brpm-150","faze-holdings","brpm-250"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2023 proxy statement lists Bryant 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 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-riley-edgar","record":{"id":"c-lead-riley-edgar","kind":"fact","text":"Bryant 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.","source_ids":["src-006"],"entity_ids":["bryant-riley","brc","biomerica"],"qualification":"","response":"","outcome":""},"reading":"Fact: Bryant 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-riley-brokercheck","record":{"id":"c-lead-riley-brokercheck","kind":"fact","text":"FINRA BrokerCheck shows Bryant R. 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.","source_ids":["src-044"],"entity_ids":["bryant-riley","brs","b-riley-co","riley-investment-mgmt","br-capital-mgmt","brw-private-shares","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: FINRA BrokerCheck shows Bryant R. 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-kelleher-roles","record":{"id":"c-lead-kelleher-roles","kind":"fact","text":"Thomas J. Kelleher has been Co-Chief Executive Officer of BRC since July 2018 and a board member since October 2015; he was President from August 2014 to July 2018. He was Chief Executive Officer of B. Riley & Co., LLC from 2006 to 2014 and, from the firm's founding in 1997 to 2006, held senior positions there including Chief Financial Officer and Chief Compliance Officer.","source_ids":["src-003"],"entity_ids":["tom-kelleher","brc","b-riley-co"],"qualification":"","response":"","outcome":""},"reading":"Fact: Thomas J. Kelleher has been Co-Chief Executive Officer of BRC since July 2018 and a board member since October 2015; he was President from August 2014 to July 2018. He was Chief Executive Officer of B. Riley & Co., LLC from 2006 to 2014 and, from the firm's founding in 1997 to 2006, held senior positions there including Chief Financial Officer and Chief Compliance Officer."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-kelleher-brokercheck","record":{"id":"c-lead-kelleher-brokercheck","kind":"fact","text":"FINRA BrokerCheck shows Thomas J. Kelleher registered with B. Riley Securities, Inc. since June 29, 2017 and with B. Riley Wealth Private Shares since November 21, 2025, after registrations with B. Riley Capital Management (2015-2025), MLV & Co. LLC (2017-2019), B. Riley & Co., LLC (1997-2017), Riley Investment Management (2002-2015) and B. Riley Asset Management, LLC (2014-2015). His reported employment history lists Co-CEO of B. Riley Financial from August 2014, Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025, President of B. Riley Capital Management from February 2015 to March 2025 and CEO of B. Riley & Co., LLC from April 1997 to November 2017.","source_ids":["src-045"],"entity_ids":["tom-kelleher","brs","brw-private-shares","br-capital-mgmt","b-riley-co","riley-investment-mgmt","brc"],"qualification":"The BrokerCheck employment entry dates Kelleher's role as CEO of B. Riley & Co. from April 1997 to November 2017, while BRC's proxy statement gives 2006 to 2014 for that role and earlier CFO and compliance positions; the proxy dating is used for the graph role.","response":"","outcome":""},"reading":"Fact: FINRA BrokerCheck shows Thomas J. Kelleher registered with B. Riley Securities, Inc. since June 29, 2017 and with B. Riley Wealth Private Shares since November 21, 2025, after registrations with B. Riley Capital Management (2015-2025), MLV & Co. LLC (2017-2019), B. Riley & Co., LLC (1997-2017), Riley Investment Management (2002-2015) and B. Riley Asset Management, LLC (2014-2015). His reported employment history lists Co-CEO of B. Riley Financial from August 2014, Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025, President of B. Riley Capital Management from February 2015 to March 2025 and CEO of B. Riley & Co., LLC from April 1997 to November 2017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-kelleher-edgar","record":{"id":"c-lead-kelleher-edgar","kind":"fact","text":"Thomas Kelleher's EDGAR owner page lists him as an officer (Co-CEO) of B. Riley Financial, Inc., in the ten-percent-owner category for Franchise Group, Inc. (filed under its former name Liberty Tax, Inc.) in a report dated August 7, 2023, and as a director of Special Diversified Opportunities Inc. (now Standard Diversified Inc.) in a report dated October 19, 2015.","source_ids":["src-008"],"entity_ids":["tom-kelleher","brc","frg","standard-diversified"],"qualification":"","response":"","outcome":""},"reading":"Fact: Thomas Kelleher's EDGAR owner page lists him as an officer (Co-CEO) of B. Riley Financial, Inc., in the ten-percent-owner category for Franchise Group, Inc. (filed under its former name Liberty Tax, Inc.) in a report dated August 7, 2023, and as a director of Special Diversified Opportunities Inc. (now Standard Diversified Inc.) in a report dated October 19, 2015."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-board-2026","record":{"id":"c-lead-board-2026","kind":"fact","text":"BRC's 2026 proxy statement lists its directors as of March 26, 2026 as Bryant R. Riley and Thomas J. Kelleher (no committee seats), Robert L. Antin (Compensation and Environmental, Social and Corporate Governance committees), Tammy Brandt (Compensation Committee), Robert D’Agostino (Audit and Compensation committees), Renée E. LaBran (Audit and Environmental, Social and Corporate Governance committees), Randall E. Paulson (Audit Committee) and Mimi K. Walters.","source_ids":["src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","mimi-walters"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2026 proxy statement lists its directors as of March 26, 2026 as Bryant R. Riley and Thomas J. Kelleher (no committee seats), Robert L. Antin (Compensation and Environmental, Social and Corporate Governance committees), Tammy Brandt (Compensation Committee), Robert D’Agostino (Audit and Compensation committees), Renée E. LaBran (Audit and Environmental, Social and Corporate Governance committees), Randall E. Paulson (Audit Committee) and Mimi K. Walters."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-dagostino-exit","record":{"id":"c-lead-dagostino-exit","kind":"fact","text":"Robert D’Agostino did not stand for re-election at BRC's annual meeting held on May 19, 2026, and his term ended at the start of that meeting; the company stated that his decision was not due to any disagreement with it on its operations, policies or practices.","source_ids":["src-003","src-085"],"entity_ids":["robert-dagostino","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Robert D’Agostino did not stand for re-election at BRC's annual meeting held on May 19, 2026, and his term ended at the start of that meeting; the company stated that his decision was not due to any disagreement with it on its operations, policies or practices."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-agm-2026","record":{"id":"c-lead-agm-2026","kind":"fact","text":"At BRC's annual meeting on May 19, 2026, stockholders elected seven directors: Bryant R. Riley, Thomas J. Kelleher, Robert L. Antin, Tammy Brandt, Renee E. LaBran, Randall E. Paulson and Mimi K. Walters. They ratified BDO USA, P.C. as auditor for 2026 and approved executive compensation in an advisory vote of 10,707,112 for and 1,742,371 against.","source_ids":["src-085"],"entity_ids":["brc","bryant-riley","tom-kelleher","robert-antin","tammy-brandt","renee-labran","randall-paulson","mimi-walters","bdo"],"qualification":"","response":"","outcome":""},"reading":"Fact: At BRC's annual meeting on May 19, 2026, stockholders elected seven directors: Bryant R. Riley, Thomas J. Kelleher, Robert L. Antin, Tammy Brandt, Renee E. LaBran, Randall E. Paulson and Mimi K. Walters. They ratified BDO USA, P.C. as auditor for 2026 and approved executive compensation in an advisory vote of 10,707,112 for and 1,742,371 against."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-independence-2025","record":{"id":"c-lead-independence-2025","kind":"fact","text":"In its 2025 proxy statement BRC's board determined that seven directors, Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon and Mimi Walters, were independent under Nasdaq Marketplace Rule 5605(a)(2), and that Bryant Riley and Thomas Kelleher were not independent because they are employees.","source_ids":["src-021"],"entity_ids":["brc","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters","bryant-riley","tom-kelleher"],"qualification":"","response":"","outcome":""},"reading":"Fact: In its 2025 proxy statement BRC's board determined that seven directors, Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon and Mimi Walters, were independent under Nasdaq Marketplace Rule 5605(a)(2), and that Bryant Riley and Thomas Kelleher were not independent because they are employees."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-edgar-directors","record":{"id":"c-lead-edgar-directors","kind":"fact","text":"BRC's EDGAR issuer page lists reporting directors with the dates of their reports, including Tamara Sue Brandt (December 20, 2021), Renee E. LaBran (August 11, 2021), Randall E. Paulson (June 18, 2020) and, with reports of July 18, 2019, Robert L. Antin, Mikel H. Williams, Robert P. D'Agostino and Michael J. Sheldon; Kenneth M. Young appears as President with a report of July 12, 2019.","source_ids":["src-023"],"entity_ids":["brc","tammy-brandt","renee-labran","randall-paulson","robert-antin","mikel-williams","robert-dagostino","michael-sheldon","kenneth-young"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's EDGAR issuer page lists reporting directors with the dates of their reports, including Tamara Sue Brandt (December 20, 2021), Renee E. LaBran (August 11, 2021), Randall E. Paulson (June 18, 2020) and, with reports of July 18, 2019, Robert L. Antin, Mikel H. Williams, Robert P. D'Agostino and Michael J. Sheldon; Kenneth M. Young appears as President with a report of July 12, 2019."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-antin","record":{"id":"c-lead-antin","kind":"fact","text":"Robert L. Antin has been a BRC director since June 2017. He co-founded VCA Inc., a veterinary services company, served as its Chief Executive Officer and President from its inception in 1986 and as Chairman until its private acquisition in September 2017. He has been a director of Rexford Industrial Realty, Inc. since July 2013 and was a director of Heska Corporation from November 2020 to May 2023.","source_ids":["src-016","src-021","src-017"],"entity_ids":["robert-antin","brc","vca","rexford","heska"],"qualification":"","response":"","outcome":""},"reading":"Fact: Robert L. Antin has been a BRC director since June 2017. He co-founded VCA Inc., a veterinary services company, served as its Chief Executive Officer and President from its inception in 1986 and as Chairman until its private acquisition in September 2017. He has been a director of Rexford Industrial Realty, Inc. since July 2013 and was a director of Heska Corporation from November 2020 to May 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-brandt","record":{"id":"c-lead-brandt","kind":"fact","text":"Tammy Brandt has been a BRC director since December 20, 2021. Since February 2023 she has been a senior member of the legal team at Creative Artists Agency (CAA); she was Chief Legal Officer and Head of Business and Legal Affairs of FaZe Clan Inc. from March 2021 to January 2023 and Chief Legal Officer of Dreamscape Immersive from May 2017 to May 2021, after legal roles at DXC Technology (formerly Computer Sciences Corporation) and ServiceMesh, Inc.","source_ids":["src-016","src-003"],"entity_ids":["tammy-brandt","brc","caa","faze-clan","dreamscape"],"qualification":"","response":"","outcome":""},"reading":"Fact: Tammy Brandt has been a BRC director since December 20, 2021. Since February 2023 she has been a senior member of the legal team at Creative Artists Agency (CAA); she was Chief Legal Officer and Head of Business and Legal Affairs of FaZe Clan Inc. from March 2021 to January 2023 and Chief Legal Officer of Dreamscape Immersive from May 2017 to May 2021, after legal roles at DXC Technology (formerly Computer Sciences Corporation) and ServiceMesh, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-brandt-faze","record":{"id":"c-lead-brandt-faze","kind":"fact","text":"When B. Riley Financial announced Tammy Brandt's appointment to its board on December 21, 2021, she was Chief Legal Officer of FaZe Clan Inc., which had announced plans to go public through a merger with B. Riley Principal 150 Merger Corp., a special purpose acquisition company sponsored by an affiliate of B. Riley Financial. Her EDGAR owner page later lists her as Chief Legal Officer of FaZe Holdings Inc. in a report dated July 19, 2022.","source_ids":["src-098","src-028"],"entity_ids":["tammy-brandt","brc","faze-clan","brpm-150","faze-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: When B. Riley Financial announced Tammy Brandt's appointment to its board on December 21, 2021, she was Chief Legal Officer of FaZe Clan Inc., which had announced plans to go public through a merger with B. Riley Principal 150 Merger Corp., a special purpose acquisition company sponsored by an affiliate of B. Riley Financial. Her EDGAR owner page later lists her as Chief Legal Officer of FaZe Holdings Inc. in a report dated July 19, 2022."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-dagostino","record":{"id":"c-lead-dagostino","kind":"fact","text":"Robert D’Agostino joined BRC's board in October 2015. He has been President of Q-mation, Inc., a supplier of software for manufacturing companies, since 1999, having joined it in 1990, and was a director of Alliance Semiconductor Corp. from July 2005 to February 2012.","source_ids":["src-016","src-026"],"entity_ids":["robert-dagostino","brc","q-mation","alliance-semi"],"qualification":"","response":"","outcome":""},"reading":"Fact: Robert D’Agostino joined BRC's board in October 2015. He has been President of Q-mation, Inc., a supplier of software for manufacturing companies, since 1999, having joined it in 1990, and was a director of Alliance Semiconductor Corp. from July 2005 to February 2012."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-labran","record":{"id":"c-lead-labran","kind":"fact","text":"Renée E. LaBran has been a BRC director since August 11, 2021. She co-founded the venture fund Rustic Canyon Partners in 2000 and was a partner of Rustic Canyon/Fontis Partners from 2006 to 2021. She has served on the board of Idealab, Inc. since March 2015 and as Interim President of FindLaw since December 2024, and previously sat on the boards of Stravos Education, LLC (August 2022 to March 2026), Iconic Sports Acquisition Corp (October 2021 to October 2023) and Sambazon, Inc. (2009 to 2021). From March 2015 to December 2020 she was a governor-appointed public member of the Board of Trustees of the State Bar of California.","source_ids":["src-016","src-003"],"entity_ids":["renee-labran","brc","rustic-canyon","idealab","stravos","iconic-sports","sambazon"],"qualification":"","response":"","outcome":""},"reading":"Fact: Renée E. LaBran has been a BRC director since August 11, 2021. She co-founded the venture fund Rustic Canyon Partners in 2000 and was a partner of Rustic Canyon/Fontis Partners from 2006 to 2021. She has served on the board of Idealab, Inc. since March 2015 and as Interim President of FindLaw since December 2024, and previously sat on the boards of Stravos Education, LLC (August 2022 to March 2026), Iconic Sports Acquisition Corp (October 2021 to October 2023) and Sambazon, Inc. (2009 to 2021). From March 2015 to December 2020 she was a governor-appointed public member of the Board of Trustees of the State Bar of California."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-labran-edgar","record":{"id":"c-lead-labran-edgar","kind":"fact","text":"Renée LaBran's EDGAR owner page lists director reports for B&R Technology Merger Corp. (July 20, 2026), Iconic Sports Acquisition Corp. (October 21, 2021) and B. Riley Financial, Inc. (August 11, 2021).","source_ids":["src-025"],"entity_ids":["renee-labran","b-r-tech-merger","iconic-sports","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Renée LaBran's EDGAR owner page lists director reports for B&R Technology Merger Corp. (July 20, 2026), Iconic Sports Acquisition Corp. (October 21, 2021) and B. Riley Financial, Inc. (August 11, 2021)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-paulson","record":{"id":"c-lead-paulson","kind":"fact","text":"Randall E. Paulson has been a BRC director since June 18, 2020. He serves on the boards of Dash Medical Holdings, LLC and, from March 2026, Superior Roofing Holdco LLC; he sat on the board of Testek, Inc. from 2016 until its sale in November 2024, and earlier on those of EAG, Inc. (2008-2017) and L-com, Inc. (2012-2016), portfolio companies of Odyssey Investment Partners, LLC, where he was a Managing Principal from 2005 to 2019. Before that he was an executive vice president at National Financial Partners and a senior managing director at Bear, Stearns & Co. Inc. (1993-2000).","source_ids":["src-016","src-003"],"entity_ids":["randall-paulson","brc","dash","superior-roofing","testek","eag","l-com","odyssey"],"qualification":"","response":"","outcome":""},"reading":"Fact: Randall E. Paulson has been a BRC director since June 18, 2020. He serves on the boards of Dash Medical Holdings, LLC and, from March 2026, Superior Roofing Holdco LLC; he sat on the board of Testek, Inc. from 2016 until its sale in November 2024, and earlier on those of EAG, Inc. (2008-2017) and L-com, Inc. (2012-2016), portfolio companies of Odyssey Investment Partners, LLC, where he was a Managing Principal from 2005 to 2019. Before that he was an executive vice president at National Financial Partners and a senior managing director at Bear, Stearns & Co. Inc. (1993-2000)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-walters","record":{"id":"c-lead-walters","kind":"fact","text":"Mimi K. Walters has been a BRC director since July 12, 2019. She was the U.S. Representative for California's 45th Congressional District from 2015 to 2019, a California state senator from 2008 to 2014 and a state assembly member from 2004 to 2008. Since November 2019 she has been Chief Commercial Officer of Leading Edge Power Solutions, LLC; she has served on the board of Eos Energy Enterprises, Inc. since November 2020, of Pacific Specialty Insurance Company since January 2025 and of Soaring Technologies since July 2025.","source_ids":["src-016","src-021","src-027"],"entity_ids":["mimi-walters","brc","leading-edge","eos","pacific-specialty","soaring-tech"],"qualification":"","response":"","outcome":""},"reading":"Fact: Mimi K. Walters has been a BRC director since July 12, 2019. She was the U.S. Representative for California's 45th Congressional District from 2015 to 2019, a California state senator from 2008 to 2014 and a state assembly member from 2004 to 2008. Since November 2019 she has been Chief Commercial Officer of Leading Edge Power Solutions, LLC; she has served on the board of Eos Energy Enterprises, Inc. since November 2020, of Pacific Specialty Insurance Company since January 2025 and of Soaring Technologies since July 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-sheldon","record":{"id":"c-lead-sheldon","kind":"fact","text":"Michael J. Sheldon was a director of B. Riley Financial from July 2017; he had been CEO of Deutsch North America from January 2015 to December 2019, and EDGAR records him as a director of Aldila, Inc. from a 2007 report. He did not stand for re-election at the annual meeting held on December 1, 2025, and the company stated that his decision was not due to any disagreement with it.","source_ids":["src-043","src-040","src-021"],"entity_ids":["michael-sheldon","brc","deutsch-na","aldila"],"qualification":"","response":"","outcome":""},"reading":"Fact: Michael J. Sheldon was a director of B. Riley Financial from July 2017; he had been CEO of Deutsch North America from January 2015 to December 2019, and EDGAR records him as a director of Aldila, Inc. from a 2007 report. He did not stand for re-election at the annual meeting held on December 1, 2025, and the company stated that his decision was not due to any disagreement with it."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-williams-edgar","record":{"id":"c-lead-williams-edgar","kind":"fact","text":"Mikel H. Williams' EDGAR owner page lists director reports for Centrus Energy Corp (latest June 20, 2023) and B. Riley Financial, Inc. (July 18, 2019), among older reports for other issuers.","source_ids":["src-041"],"entity_ids":["mikel-williams","centrus","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Mikel H. Williams' EDGAR owner page lists director reports for Centrus Energy Corp (latest June 20, 2023) and B. Riley Financial, Inc. (July 18, 2019), among older reports for other issuers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-wunderlich","record":{"id":"c-lead-wunderlich","kind":"fact","text":"According to the Delaware Court of Chancery's account in Wunderlich's indemnification suit, after B. Riley's merger with the Wunderlich companies closed on July 3, 2017, Gary Wunderlich became a director and officer of B. Riley, continued as a director and officer of Wunderlich Investment Company and Wunderlich Securities, Inc. (WSI) and signed an indemnification agreement with B. Riley; under a severance agreement of November 4, 2018 he resigned from all positions at B. Riley and its subsidiaries. BRC's EDGAR issuer page lists him as a director with a report dated July 3, 2017.","source_ids":["src-101","src-023"],"entity_ids":["gary-wunderlich","brc","brwm"],"qualification":"","response":"","outcome":""},"reading":"Fact: According to the Delaware Court of Chancery's account in Wunderlich's indemnification suit, after B. Riley's merger with the Wunderlich companies closed on July 3, 2017, Gary Wunderlich became a director and officer of B. Riley, continued as a director and officer of Wunderlich Investment Company and Wunderlich Securities, Inc. (WSI) and signed an indemnification agreement with B. Riley; under a severance agreement of November 4, 2018 he resigned from all positions at B. Riley and its subsidiaries. BRC's EDGAR issuer page lists him as a director with a report dated July 3, 2017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-officers-2026","record":{"id":"c-lead-officers-2026","kind":"fact","text":"BRC's executive officers as of March 26, 2026 were Bryant R. Riley (Chairman and Co-Chief Executive Officer), Thomas J. Kelleher (Co-Chief Executive Officer), Scott Yessner (Executive Vice President and Chief Financial Officer), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer).","source_ids":["src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","scott-yessner","alan-forman","howard-weitzman"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's executive officers as of March 26, 2026 were Bryant R. Riley (Chairman and Co-Chief Executive Officer), Thomas J. Kelleher (Co-Chief Executive Officer), Scott Yessner (Executive Vice President and Chief Financial Officer), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-officers-2024","record":{"id":"c-lead-officers-2024","kind":"fact","text":"As of March 31, 2024 B. Riley Financial's executive officers were Bryant R. Riley (Chairman and Co-CEO), Thomas J. Kelleher (Co-CEO), Kenneth Young (President), Phillip J. Ahn (Chief Financial Officer and Chief Operating Officer), Andrew Moore (Chief Executive Officer of B. Riley Securities, Inc.), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer).","source_ids":["src-011"],"entity_ids":["brc","bryant-riley","tom-kelleher","kenneth-young","phillip-ahn","andrew-moore","alan-forman","howard-weitzman","brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: As of March 31, 2024 B. Riley Financial's executive officers were Bryant R. Riley (Chairman and Co-CEO), Thomas J. Kelleher (Co-CEO), Kenneth Young (President), Phillip J. Ahn (Chief Financial Officer and Chief Operating Officer), Andrew Moore (Chief Executive Officer of B. Riley Securities, Inc.), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-edgar-officers","record":{"id":"c-lead-edgar-officers","kind":"fact","text":"BRC's EDGAR issuer page lists reporting officers with their latest report dates, including Fred Nachum Knopf (EVP, General Counsel, Secretary; July 1, 2026), Scott Yessner (Executive VP and CFO; June 3, 2025) and, with reports of March 14, 2025, Thomas J. Kelleher (Co-CEO), Howard Weitzman (SVP, Chief Accounting Officer), Bryant R. Riley (director, ten percent owner, Chairman and Co-CEO), Alan N. Forman (EVP, General Counsel, Secretary), Phillip J. Ahn (CFO and Chief Operating Officer) and Andrew Moore (CEO of B. Riley Securities, Inc.).","source_ids":["src-023"],"entity_ids":["brc","fred-knopf","scott-yessner","tom-kelleher","howard-weitzman","bryant-riley","alan-forman","phillip-ahn","andrew-moore"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's EDGAR issuer page lists reporting officers with their latest report dates, including Fred Nachum Knopf (EVP, General Counsel, Secretary; July 1, 2026), Scott Yessner (Executive VP and CFO; June 3, 2025) and, with reports of March 14, 2025, Thomas J. Kelleher (Co-CEO), Howard Weitzman (SVP, Chief Accounting Officer), Bryant R. Riley (director, ten percent owner, Chairman and Co-CEO), Alan N. Forman (EVP, General Counsel, Secretary), Phillip J. Ahn (CFO and Chief Operating Officer) and Andrew Moore (CEO of B. Riley Securities, Inc.)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-ahn","record":{"id":"c-lead-ahn","kind":"fact","text":"Phillip J. Ahn was BRC's Chief Financial Officer and Chief Operating Officer from April 2013, after serving as Senior Vice President, Strategy and Corporate Development from February 2010; he resigned effective June 3, 2025, the day Scott Yessner joined as Executive Vice President and Chief Financial Officer. His EDGAR owner page shows reports only for this company.","source_ids":["src-011","src-003","src-024"],"entity_ids":["phillip-ahn","brc","scott-yessner"],"qualification":"","response":"","outcome":""},"reading":"Fact: Phillip J. Ahn was BRC's Chief Financial Officer and Chief Operating Officer from April 2013, after serving as Senior Vice President, Strategy and Corporate Development from February 2010; he resigned effective June 3, 2025, the day Scott Yessner joined as Executive Vice President and Chief Financial Officer. His EDGAR owner page shows reports only for this company."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-yessner","record":{"id":"c-lead-yessner","kind":"fact","text":"Scott Yessner has been BRC's Executive Vice President and Chief Financial Officer since June 2025. He was previously Chief Financial Officer of Funko, Inc. (2022-2023), California Expanded Metal Products Company (CEMCO, 2020-2022) and Universal Technical Institute (2018-2019), and is a CPA licensed in California.","source_ids":["src-021","src-029"],"entity_ids":["scott-yessner","brc","funko","cemco","uti"],"qualification":"EDGAR records his Funko and Universal Technical Institute roles as interim CFO positions (reports of December 5, 2022 and May 14, 2018).","response":"","outcome":""},"reading":"Fact: Scott Yessner has been BRC's Executive Vice President and Chief Financial Officer since June 2025. He was previously Chief Financial Officer of Funko, Inc. (2022-2023), California Expanded Metal Products Company (CEMCO, 2020-2022) and Universal Technical Institute (2018-2019), and is a CPA licensed in California."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-forman","record":{"id":"c-lead-forman","kind":"fact","text":"Alan N. Forman was BRC's Executive Vice President, General Counsel and Secretary from May 2015. He was previously Senior Vice President and General Counsel of STR Holdings, Inc. (April 2012 to May 2015) and its Vice President and General Counsel (May 2010 to April 2012), and a partner at Brown Rudnick LLP from May 1998 to May 2010.","source_ids":["src-021","src-019"],"entity_ids":["alan-forman","brc","str-holdings","brown-rudnick"],"qualification":"","response":"","outcome":""},"reading":"Fact: Alan N. Forman was BRC's Executive Vice President, General Counsel and Secretary from May 2015. He was previously Senior Vice President and General Counsel of STR Holdings, Inc. (April 2012 to May 2015) and its Vice President and General Counsel (May 2010 to April 2012), and a partner at Brown Rudnick LLP from May 1998 to May 2010."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-knopf","record":{"id":"c-lead-knopf","kind":"fact","text":"Fred Knopf was appointed Executive Vice President, General Counsel and Secretary of BRC upon Alan N. Forman's retirement, under an employment agreement effective July 1, 2026 that provides a base salary of $425,000 and a target annual bonus of $350,000.","source_ids":["src-014"],"entity_ids":["fred-knopf","alan-forman","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Fred Knopf was appointed Executive Vice President, General Counsel and Secretary of BRC upon Alan N. Forman's retirement, under an employment agreement effective July 1, 2026 that provides a base salary of $425,000 and a target annual bonus of $350,000."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-weitzman","record":{"id":"c-lead-weitzman","kind":"fact","text":"Howard Weitzman has been BRC's Senior Vice President and Chief Accounting Officer since December 2009, according to the 2026 proxy statement; his EDGAR owner page shows reports only for B. Riley Financial, Inc., in that capacity.","source_ids":["src-030","src-003"],"entity_ids":["howard-weitzman","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Howard Weitzman has been BRC's Senior Vice President and Chief Accounting Officer since December 2009, according to the 2026 proxy statement; his EDGAR owner page shows reports only for B. Riley Financial, Inc., in that capacity."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-moore","record":{"id":"c-lead-moore","kind":"fact","text":"Andrew Moore was appointed Chief Executive Officer of B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) on July 10, 2018, after serving as its President from 2016; he joined B. Riley & Co., LLC in 2006 in institutional sales and became Director of Sales in 2011. BRC's 2026 proxy states that he was not re-appointed as an executive officer of BRC, served as Co-Chief Executive Officer of B. Riley Securities from September 18, 2025 through January 2, 2026, and has been Chairman of the Board of B. Riley Securities Holdings, Inc. since January 3, 2026.","source_ids":["src-016","src-003"],"entity_ids":["andrew-moore","brs","b-riley-co","brsh","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Andrew Moore was appointed Chief Executive Officer of B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) on July 10, 2018, after serving as its President from 2016; he joined B. Riley & Co., LLC in 2006 in institutional sales and became Director of Sales in 2011. BRC's 2026 proxy states that he was not re-appointed as an executive officer of BRC, served as Co-Chief Executive Officer of B. Riley Securities from September 18, 2025 through January 2, 2026, and has been Chairman of the Board of B. Riley Securities Holdings, Inc. since January 3, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-moore-brokercheck","record":{"id":"c-lead-moore-brokercheck","kind":"fact","text":"FINRA BrokerCheck lists Andrew T. Moore's employment as CEO of B. Riley Securities from November 2017 and his earlier registrations with FocalPoint Securities, LLC (January 2022 to January 2023), Lodestone Capital Management (February 2010 to December 2019), B. Riley & Co., LLC (2006 to 2017), Roth Capital Partners (2003 to 2006) and Bear, Stearns & Co. (2002 to 2003).","source_ids":["src-046"],"entity_ids":["andrew-moore","brs","focalpoint","lodestone","b-riley-co"],"qualification":"BRC's 2023 proxy dates Moore's appointment as CEO of B. Riley Securities to July 10, 2018, later than the November 2017 start shown in his BrokerCheck employment history.","response":"","outcome":""},"reading":"Fact: FINRA BrokerCheck lists Andrew T. Moore's employment as CEO of B. Riley Securities from November 2017 and his earlier registrations with FocalPoint Securities, LLC (January 2022 to January 2023), Lodestone Capital Management (February 2010 to December 2019), B. Riley & Co., LLC (2006 to 2017), Roth Capital Partners (2003 to 2006) and Bear, Stearns & Co. (2002 to 2003)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-young","record":{"id":"c-lead-young","kind":"fact","text":"Kenneth Young was BRC's President from July 2018 and earlier a director from May 2015 to October 2016, chairing the Audit Committee. He has been Chief Executive Officer of B. Riley Principal Investments, LLC since October 2016 and was CEO of B. Riley Principal Merger Corp. from October 2018 to February 2020, when it combined with Alta Equipment Group. He has been CEO of Babcock & Wilcox Enterprises since November 2018 and its Chairman since September 2020. His other board roles were Charah Solutions (August 2021 to September 2022), Sonim Technologies (2018 to February 2022), bebe stores (January 2018 to April 2019), Standard Diversified (2015 to 2017), Globalstar (November 2015 to December 2018), Orion Energy Systems (August 2017 to May 2020) and Franchise Group (formerly Liberty Tax, 2018 to 2020).","source_ids":["src-011","src-016"],"entity_ids":["kenneth-young","brc","brpi","alta-equipment","bw","charah","sonim","bebe","standard-diversified","globalstar","orion","frg"],"qualification":"BRC's 2023 proxy described the Charah Solutions directorship as current since August 2021; the 2024 proxy gives September 2022 as its end.","response":"","outcome":""},"reading":"Fact: Kenneth Young was BRC's President from July 2018 and earlier a director from May 2015 to October 2016, chairing the Audit Committee. He has been Chief Executive Officer of B. Riley Principal Investments, LLC since October 2016 and was CEO of B. Riley Principal Merger Corp. from October 2018 to February 2020, when it combined with Alta Equipment Group. He has been CEO of Babcock & Wilcox Enterprises since November 2018 and its Chairman since September 2020. His other board roles were Charah Solutions (August 2021 to September 2022), Sonim Technologies (2018 to February 2022), bebe stores (January 2018 to April 2019), Standard Diversified (2015 to 2017), Globalstar (November 2015 to December 2018), Orion Energy Systems (August 2017 to May 2020) and Franchise Group (formerly Liberty Tax, 2018 to 2020)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lead-young-edgar","record":{"id":"c-lead-young-edgar","kind":"fact","text":"Kenneth Young's EDGAR owner page lists director reports for Charah Solutions (2021), Eos Energy Enterprises (2020), Sonim Technologies (2019), Franchise Group (filed as Liberty Tax, 2018), bebe stores (2018), Orion Energy Systems (2017), Globalstar (2015) and Special Diversified Opportunities (2015); director and Chief Executive Officer reports for Alta Equipment Group (2019); and officer reports as Chief Executive Officer of Babcock & Wilcox Enterprises (2019) and President of B. Riley Financial (2019).","source_ids":["src-010"],"entity_ids":["kenneth-young","charah","eos","sonim","frg","bebe","orion","globalstar","standard-diversified","alta-equipment","bw","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Kenneth Young's EDGAR owner page lists director reports for Charah Solutions (2021), Eos Energy Enterprises (2020), Sonim Technologies (2019), Franchise Group (filed as Liberty Tax, 2018), bebe stores (2018), Orion Energy Systems (2017), Globalstar (2015) and Special Diversified Opportunities (2015); director and Chief Executive Officer reports for Alta Equipment Group (2019); and officer reports as Chief Executive Officer of Babcock & Wilcox Enterprises (2019) and President of B. Riley Financial (2019)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2026","record":{"id":"c-own-2026","kind":"fact","text":"BRC's 2026 proxy statement reports beneficial ownership as of March 26, 2026, based on 34,798,366 shares outstanding: Bryant R. Riley 6,958,164 shares (20.0%), Thomas J. Kelleher 1,017,510 (2.9%) and Randall E. Paulson 337,334 (1.0%), with each other director and executive officer below 1%; the 13 executive officers and directors as a group held 9,684,665 shares (27.8%). The only other holder above 5% listed was Daniel Asher together with DBA Trading, LLC, with 3,017,041 shares (8.7%).","source_ids":["src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","randall-paulson","daniel-asher","dba-trading"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2026 proxy statement reports beneficial ownership as of March 26, 2026, based on 34,798,366 shares outstanding: Bryant R. Riley 6,958,164 shares (20.0%), Thomas J. Kelleher 1,017,510 (2.9%) and Randall E. Paulson 337,334 (1.0%), with each other director and executive officer below 1%; the 13 executive officers and directors as a group held 9,684,665 shares (27.8%). The only other holder above 5% listed was Daniel Asher together with DBA Trading, LLC, with 3,017,041 shares (8.7%)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2025","record":{"id":"c-own-2025","kind":"fact","text":"BRC's 2025 proxy statement reports beneficial ownership as of October 10, 2025, based on 30,597,066 shares: Bryant R. Riley 6,914,063 shares (22.6%), Thomas J. Kelleher 973,409 (3.2%), Robert L. Antin 295,495 (1.0%) and Randall E. Paulson 318,979 (1.0%); the 15 executive officers and directors as a group held 9,787,202 shares (32.0%). Riley's total comprised 6,714,994 shares held directly or jointly with his spouse, 70,151 in custodial accounts for his children and 128,918 in a company 401(k) profit sharing plan for his benefit.","source_ids":["src-021"],"entity_ids":["brc","bryant-riley","tom-kelleher","robert-antin","randall-paulson"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 proxy statement reports beneficial ownership as of October 10, 2025, based on 30,597,066 shares: Bryant R. Riley 6,914,063 shares (22.6%), Thomas J. Kelleher 973,409 (3.2%), Robert L. Antin 295,495 (1.0%) and Randall E. Paulson 318,979 (1.0%); the 15 executive officers and directors as a group held 9,787,202 shares (32.0%). Riley's total comprised 6,714,994 shares held directly or jointly with his spouse, 70,151 in custodial accounts for his children and 128,918 in a company 401(k) profit sharing plan for his benefit."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2024","record":{"id":"c-own-2024","kind":"fact","text":"B. Riley Financial's 2024 proxy statement reports beneficial ownership as of May 2, 2024, based on 30,142,863 shares: Bryant R. Riley 6,919,557 shares (23.0%), Thomas J. Kelleher 984,663 (3.3%), Robert L. Antin 502,995 (1.7%), Randall E. Paulson 318,979 (1.1%) and Andrew Moore 291,619 (1.0%); the 14 executive officers and directors as a group held 9,927,306 shares (32.9%). Holders above 5% were BlackRock, Inc. with 2,875,473 shares (9.5%), Daniel Asher and associated persons with 2,561,600 (8.5%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.0%).","source_ids":["src-011"],"entity_ids":["brc","bryant-riley","tom-kelleher","robert-antin","randall-paulson","andrew-moore","blackrock","daniel-asher","milfam"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley Financial's 2024 proxy statement reports beneficial ownership as of May 2, 2024, based on 30,142,863 shares: Bryant R. Riley 6,919,557 shares (23.0%), Thomas J. Kelleher 984,663 (3.3%), Robert L. Antin 502,995 (1.7%), Randall E. Paulson 318,979 (1.1%) and Andrew Moore 291,619 (1.0%); the 14 executive officers and directors as a group held 9,927,306 shares (32.9%). Holders above 5% were BlackRock, Inc. with 2,875,473 shares (9.5%), Daniel Asher and associated persons with 2,561,600 (8.5%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.0%)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2023","record":{"id":"c-own-2023","kind":"fact","text":"B. Riley Financial's 2023 proxy statement reports beneficial ownership as of March 27, 2023: Bryant R. Riley 6,876,623 shares (24.6%), Thomas J. Kelleher 908,707 (3.2%), Andrew Moore 323,731 (1.2%) and Randall E. Paulson 301,899 (1.1%); the 14 executive officers and directors as a group held 9,489,941 shares (33.9%). Holders above 5% were BlackRock, Inc. with 2,839,238 shares (10.1%), Daniel Asher and associated persons with 2,471,905 (8.8%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.5%).","source_ids":["src-016"],"entity_ids":["brc","bryant-riley","tom-kelleher","andrew-moore","randall-paulson","blackrock","daniel-asher","milfam"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley Financial's 2023 proxy statement reports beneficial ownership as of March 27, 2023: Bryant R. Riley 6,876,623 shares (24.6%), Thomas J. Kelleher 908,707 (3.2%), Andrew Moore 323,731 (1.2%) and Randall E. Paulson 301,899 (1.1%); the 14 executive officers and directors as a group held 9,489,941 shares (33.9%). Holders above 5% were BlackRock, Inc. with 2,839,238 shares (10.1%), Daniel Asher and associated persons with 2,471,905 (8.8%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.5%)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-riley-2023-detail","record":{"id":"c-own-riley-2023-detail","kind":"fact","text":"As of March 27, 2023, Bryant 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.","source_ids":["src-016"],"entity_ids":["bryant-riley","brc","robert-antin"],"qualification":"","response":"","outcome":""},"reading":"Fact: As of March 27, 2023, Bryant 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-riley-13d-2026","record":{"id":"c-own-riley-13d-2026","kind":"fact","text":"In Amendment No. 6 to his Schedule 13D, reporting an event of March 19, 2026, Bryant R. 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).","source_ids":["src-009"],"entity_ids":["bryant-riley","brc"],"qualification":"The 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.","response":"","outcome":""},"reading":"Fact: In Amendment No. 6 to his Schedule 13D, reporting an event of March 19, 2026, Bryant R. 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)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-riley-pledge","record":{"id":"c-own-riley-pledge","kind":"fact","text":"With board approval given on February 27, 2019, Bryant 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. 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 his shares remained pledged.","source_ids":["src-003","src-021","src-011"],"entity_ids":["bryant-riley","axos","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: With board approval given on February 27, 2019, Bryant 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. 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 his shares remained pledged."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-chancery-stake","record":{"id":"c-own-chancery-stake","kind":"fact","text":"Ruling on a stockholder derivative complaint against B. Riley's directors, the Delaware Court of Chancery described Bryant 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.","source_ids":["src-055"],"entity_ids":["bryant-riley","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Ruling on a stockholder derivative complaint against B. Riley's directors, the Delaware Court of Chancery described Bryant 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-antin","record":{"id":"c-own-antin","kind":"fact","text":"BRC's proxy statements attribute to director Robert L. Antin 80,495 shares held directly (October 10, 2025), 200,000 shares held by a living trust of which he and his spouse are trustees and 15,000 shares held by a family foundation over which he has voting and dispositive power; a Form 4 for April 3, 2026 shows a stock award of 33,064 shares, after which he held 131,914 shares directly.","source_ids":["src-021","src-003","src-017"],"entity_ids":["robert-antin","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's proxy statements attribute to director Robert L. Antin 80,495 shares held directly (October 10, 2025), 200,000 shares held by a living trust of which he and his spouse are trustees and 15,000 shares held by a family foundation over which he has voting and dispositive power; a Form 4 for April 3, 2026 shows a stock award of 33,064 shares, after which he held 131,914 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-early-10pct","record":{"id":"c-own-early-10pct","kind":"fact","text":"BRC's EDGAR issuer page lists earlier ten percent owners of the company, including Liverpool Limited Partnership (report of July 15, 2014), Daniel Asher and Nokomis Capital, L.L.C. (reports of May 19, 2014), Lloyd I. Miller III (November 15, 2012) and Elliott Associates, L.P. with Elliott International, L.P. (September 20, 2010), when it was named Great American Group, Inc.","source_ids":["src-023"],"entity_ids":["brc","liverpool-lp","daniel-asher","nokomis","lloyd-miller","elliott"],"qualification":"These are reporting-person categories on the EDGAR page with dates of the cited reports; they do not show the size or end of each holding.","response":"","outcome":""},"reading":"Fact: BRC's EDGAR issuer page lists earlier ten percent owners of the company, including Liverpool Limited Partnership (report of July 15, 2014), Daniel Asher and Nokomis Capital, L.L.C. (reports of May 19, 2014), Lloyd I. Miller III (November 15, 2012) and Elliott Associates, L.P. with Elliott International, L.P. (September 20, 2010), when it was named Great American Group, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2014-purchases","record":{"id":"c-own-2014-purchases","kind":"fact","text":"Form 4 filings record that on May 19, 2014 Phillip J. Ahn bought 300,000 shares of Great American Group, Inc., the company's name at the time, and Howard Weitzman bought 150,000 shares through indirect holdings.","source_ids":["src-024","src-030"],"entity_ids":["phillip-ahn","howard-weitzman","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings record that on May 19, 2014 Phillip J. Ahn bought 300,000 shares of Great American Group, Inc., the company's name at the time, and Howard Weitzman bought 150,000 shares through indirect holdings."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2023-purchases","record":{"id":"c-own-2023-purchases","kind":"fact","text":"Form 4 filings show open-market purchases of B. Riley Financial shares by insiders in 2023: Bryant Riley bought 25,000 shares on August 21, 2023 (6,748,773 held directly afterwards) and 30,000 on November 17, 2023 (6,778,773); on November 17 Randall Paulson bought 10,000 (318,979) and Robert D'Agostino 5,000 (160,570); Robert Antin bought 15,000 and 10,000 on November 10 and 10,000 on November 13 (80,495); Renée LaBran bought 380 on November 10 and 500 on November 13 (6,510); and Tammy Brandt, filing as Tamara Brandt, bought 1,635 on November 9 (6,195). LaBran's initial Form 3 of August 18, 2021 reported 898 shares.","source_ids":["src-023","src-025"],"entity_ids":["brc","bryant-riley","randall-paulson","robert-dagostino","robert-antin","renee-labran","tammy-brandt"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings show open-market purchases of B. Riley Financial shares by insiders in 2023: Bryant Riley bought 25,000 shares on August 21, 2023 (6,748,773 held directly afterwards) and 30,000 on November 17, 2023 (6,778,773); on November 17 Randall Paulson bought 10,000 (318,979) and Robert D'Agostino 5,000 (160,570); Robert Antin bought 15,000 and 10,000 on November 10 and 10,000 on November 13 (80,495); Renée LaBran bought 380 on November 10 and 500 on November 13 (6,510); and Tammy Brandt, filing as Tamara Brandt, bought 1,635 on November 9 (6,195). LaBran's initial Form 3 of August 18, 2021 reported 898 shares."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-kelleher-forms","record":{"id":"c-own-kelleher-forms","kind":"fact","text":"Form 4 filings for Thomas J. Kelleher show an indirect purchase of 20,000 B. Riley Financial shares and a gift of 4,986 shares on December 15, 2023 (indirect holdings of 896,544 after the purchase), 22,440 shares withheld on April 13, 2026 (70,541 held directly afterwards) and a gift of 3,000 shares from indirect holdings on June 16, 2026 (899,288 indirect afterwards).","source_ids":["src-023"],"entity_ids":["tom-kelleher","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings for Thomas J. Kelleher show an indirect purchase of 20,000 B. Riley Financial shares and a gift of 4,986 shares on December 15, 2023 (indirect holdings of 896,544 after the purchase), 22,440 shares withheld on April 13, 2026 (70,541 held directly afterwards) and a gift of 3,000 shares from indirect holdings on June 16, 2026 (899,288 indirect afterwards)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-march-2025-returns","record":{"id":"c-own-march-2025-returns","kind":"fact","text":"Form 4 filings dated March 14, 2025 report dispositions of shares to the company (transaction code D) by Phillip J. Ahn (22,055 shares), Alan N. Forman (10,376), Bryant R. Riley (44,109), Howard Weitzman (9,556), Thomas J. Kelleher (44,109) and Andrew Moore (23,044).","source_ids":["src-023"],"entity_ids":["brc","phillip-ahn","alan-forman","bryant-riley","howard-weitzman","tom-kelleher","andrew-moore"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings dated March 14, 2025 report dispositions of shares to the company (transaction code D) by Phillip J. Ahn (22,055 shares), Alan N. Forman (10,376), Bryant R. Riley (44,109), Howard Weitzman (9,556), Thomas J. Kelleher (44,109) and Andrew Moore (23,044)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-2026-awards","record":{"id":"c-own-2026-awards","kind":"fact","text":"Form 4 filings show stock awards of 33,064 shares each on April 3, 2026 to directors Randall E. Paulson, Mimi K. Walters, Renée E. LaBran and Robert D’Agostino, after which they held directly 370,398, 55,980, 58,152 and 211,989 shares respectively.","source_ids":["src-018","src-027","src-025","src-026"],"entity_ids":["brc","randall-paulson","mimi-walters","renee-labran","robert-dagostino"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings show stock awards of 33,064 shares each on April 3, 2026 to directors Randall E. Paulson, Mimi K. Walters, Renée E. LaBran and Robert D’Agostino, after which they held directly 370,398, 55,980, 58,152 and 211,989 shares respectively."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-dagostino-2015","record":{"id":"c-own-dagostino-2015","kind":"fact","text":"Robert D’Agostino's first Form 3 for B. Riley Financial, Inc., dated October 27, 2015, the month he joined the board, reported 75,000 shares held directly.","source_ids":["src-026","src-016"],"entity_ids":["robert-dagostino","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Robert D’Agostino's first Form 3 for B. Riley Financial, Inc., dated October 27, 2015, the month he joined the board, reported 75,000 shares held directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-riley-sale-2026","record":{"id":"c-own-riley-sale-2026","kind":"fact","text":"A Form 4 shows that Bryant R. Riley sold 195,492 BRC shares on June 16, 2026, leaving 6,574,236 shares held directly.","source_ids":["src-006"],"entity_ids":["bryant-riley","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: A Form 4 shows that Bryant R. Riley sold 195,492 BRC shares on June 16, 2026, leaving 6,574,236 shares held directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-forman-2026","record":{"id":"c-own-forman-2026","kind":"fact","text":"Form 4 filings show that Alan N. Forman sold 20,555 BRC shares on May 13, 2026 and 79,445 shares on May 14, 2026, and had 2,853 shares withheld on June 30, 2026, after which he held 34,974 shares directly.","source_ids":["src-019"],"entity_ids":["alan-forman","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Form 4 filings show that Alan N. Forman sold 20,555 BRC shares on May 13, 2026 and 79,445 shares on May 14, 2026, and had 2,853 shares withheld on June 30, 2026, after which he held 34,974 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-weitzman-2026","record":{"id":"c-own-weitzman-2026","kind":"fact","text":"A Form 4 shows that 4,861 of Howard Weitzman's BRC shares were withheld on April 13, 2026, after which he held 53,710 shares directly.","source_ids":["src-030"],"entity_ids":["howard-weitzman","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: A Form 4 shows that 4,861 of Howard Weitzman's BRC shares were withheld on April 13, 2026, after which he held 53,710 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-yessner-award","record":{"id":"c-own-yessner-award","kind":"fact","text":"On June 3, 2025, the day he joined as Chief Financial Officer, Scott Yessner received an award of 100,000 company shares, his entire reported holding at that date.","source_ids":["src-023"],"entity_ids":["scott-yessner","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On June 3, 2025, the day he joined as Chief Financial Officer, Scott Yessner received an award of 100,000 company shares, his entire reported holding at that date."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-sheldon","record":{"id":"c-own-sheldon","kind":"fact","text":"Michael J. Sheldon's last reported transaction in B. Riley Financial shares was a stock award of 1,997 shares on May 23, 2023, after which he held 56,677 shares directly.","source_ids":["src-040"],"entity_ids":["michael-sheldon","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Michael J. Sheldon's last reported transaction in B. Riley Financial shares was a stock award of 1,997 shares on May 23, 2023, after which he held 56,677 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-williams","record":{"id":"c-own-williams","kind":"fact","text":"Mikel Williams' last reported B. Riley Financial transaction was a disposition of 904 shares to the company on October 18, 2022, after which he held 65,698 shares directly.","source_ids":["src-041"],"entity_ids":["mikel-williams","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Mikel Williams' last reported B. Riley Financial transaction was a disposition of 904 shares to the company on October 18, 2022, after which he held 65,698 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-own-walters-eos","record":{"id":"c-own-walters-eos","kind":"fact","text":"After an exempt exercise transaction on July 21, 2026, BRC director Mimi K. Walters held 171,634 shares of Eos Energy Enterprises, Inc., where she is also a director.","source_ids":["src-027"],"entity_ids":["mimi-walters","eos"],"qualification":"","response":"","outcome":""},"reading":"Fact: After an exempt exercise transaction on July 21, 2026, BRC director Mimi K. Walters held 171,634 shares of Eos Energy Enterprises, Inc., where she is also a director."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-meeting-1997","record":{"id":"c-kahn-meeting-1997","kind":"attributed","text":"In an interview published in October 2024, Bryant Riley said he met Brian Kahn in 1997, after Kahn had founded his own small firm, Kahn Capital Management, when Kahn was a client to whom B. Riley offered stock research. Riley said he had little contact with Kahn for a decade or more after those early years, aside from a few trades or meeting him at a conference.","source_ids":["src-102","src-043","src-062"],"entity_ids":["bryant-riley","brian-kahn","kahn-capital","b-riley-co"],"qualification":"Riley's own account given to a newspaper; it is not a contemporaneous record of the client relationship. Franchise Group's 2023 merger proxy and the class complaint as summarized by the federal court date the founding of Kahn Capital Management to 1998, a year after the 1997 meeting Riley describes.","response":"","outcome":""},"reading":"Attributed: In an interview published in October 2024, Bryant Riley said he met Brian Kahn in 1997, after Kahn had founded his own small firm, Kahn Capital Management, when Kahn was a client to whom B. Riley offered stock research. Riley said he had little contact with Kahn for a decade or more after those early years, aside from a few trades or meeting him at a conference."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-associate","record":{"id":"c-kahn-associate","kind":"attributed","text":"In the same October 2024 interview Riley said he was friendly with Kahn but never considered him more than a business associate, that he personally knew nothing about what happened at Prophecy Asset Management, and that he regretted the forceful statement he had made defending Kahn on the day in November 2023 when Prophecy's co-founder pleaded guilty; on B. Riley's conference call that day Riley had said of Kahn's profession of innocence, \"That's good enough for me.\"","source_ids":["src-102"],"entity_ids":["bryant-riley","brian-kahn","prophecy","brc"],"qualification":"Statements by Riley as reported by a newspaper. Kahn later pleaded guilty to conspiracy to commit securities fraud.","response":"","outcome":""},"reading":"Attributed: In the same October 2024 interview Riley said he was friendly with Kahn but never considered him more than a business associate, that he personally knew nothing about what happened at Prophecy Asset Management, and that he regretted the forceful statement he had made defending Kahn on the day in November 2023 when Prophecy's co-founder pleaded guilty; on B. Riley's conference call that day Riley had said of Kahn's profession of innocence, \"That's good enough for me.\""}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-liberty-account","record":{"id":"c-kahn-liberty-account","kind":"attributed","text":"Riley told the same newspaper that in 2018 Kahn came to him with the idea of buying into Liberty Tax, a franchise tax preparer, and using it to acquire other franchise businesses; Vintage and B. Riley took stakes in Liberty Tax, which acquired Buddy's and changed its name to Franchise Group, and Riley took a board seat because of his company's stake of more than 10%.","source_ids":["src-102"],"entity_ids":["bryant-riley","brian-kahn","vcm","brc","frg"],"qualification":"Riley's account as reported in October 2024.","response":"","outcome":""},"reading":"Attributed: Riley told the same newspaper that in 2018 Kahn came to him with the idea of buying into Liberty Tax, a franchise tax preparer, and using it to acquire other franchise businesses; Vintage and B. Riley took stakes in Liberty Tax, which acquired Buddy's and changed its name to Franchise Group, and Riley took a board seat because of his company's stake of more than 10%."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-court-history","record":{"id":"c-kahn-court-history","kind":"attributed","text":"The order of December 12, 2025 in the B. Riley Financial securities class action in the U.S. District Court for the Central District of California summarises the plaintiffs' amended complaint as alleging that Kahn, the founder of Vintage Capital Management, LLC (VCM), was one of the company's early clients, at first for brokerage services only; that in 2017 the company partnered with VCM to buy 37% of Liberty Tax, Inc.; and that in July 2019 the company and VCM acquired a controlling interest in Liberty Tax, named Kahn its chief executive and renamed it Franchise Group, Inc.","source_ids":["src-062"],"entity_ids":["brc","brian-kahn","vcm","frg"],"qualification":"Allegations of the class plaintiffs as summarised by the court when ruling on a motion to dismiss; they are not findings of fact.","response":"","outcome":""},"reading":"Attributed: The order of December 12, 2025 in the B. Riley Financial securities class action in the U.S. District Court for the Central District of California summarises the plaintiffs' amended complaint as alleging that Kahn, the founder of Vintage Capital Management, LLC (VCM), was one of the company's early clients, at first for brokerage services only; that in 2017 the company partnered with VCM to buy 37% of Liberty Tax, Inc.; and that in July 2019 the company and VCM acquired a controlling interest in Liberty Tax, named Kahn its chief executive and renamed it Franchise Group, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-court-stakes","record":{"id":"c-kahn-court-stakes","kind":"attributed","text":"The same summary states the plaintiffs' allegations that as of February 2020 VCM and its affiliates owned about 45.4% of FRG's common stock and the company and its affiliates about 13.2%; that as VCM built its stake the company made a series of margin loans to Kahn and his affiliated entities; that by early January 2023 Kahn and his wife had pledged all their FRG stock as collateral for the company's loans; and that by mid-2023 the company had $154 million of loans outstanding to Kahn and affiliates.","source_ids":["src-062"],"entity_ids":["brc","vcm","frg","brian-kahn"],"qualification":"Allegations of the class plaintiffs as summarised by the court; not findings of fact.","response":"","outcome":""},"reading":"Attributed: The same summary states the plaintiffs' allegations that as of February 2020 VCM and its affiliates owned about 45.4% of FRG's common stock and the company and its affiliates about 13.2%; that as VCM built its stake the company made a series of margin loans to Kahn and his affiliated entities; that by early January 2023 Kahn and his wife had pledged all their FRG stock as collateral for the company's loans; and that by mid-2023 the company had $154 million of loans outstanding to Kahn and affiliates."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-press-loans","record":{"id":"c-kahn-press-loans","kind":"attributed","text":"A trade-press report on the 2026 derivative litigation stated that a July 2023 Nomura presentation revealed a series of undisclosed loans to Kahn, with principal balances reaching $154 million by mid-2023, and that B. Riley also lent $201 million to Kahn's investment firm, secured by Franchise Group shares.","source_ids":["src-047","src-014","src-102"],"entity_ids":["brc","brian-kahn","vcm","nomura","frg"],"qualification":"Press account of a lender presentation that is not among the retained records; B. Riley's own filings describe the VCM note on a different basis.","response":"In an October 2024 newspaper interview Bryant Riley said about half of the loan to Vintage was made to Kahn as he was establishing Franchise Group and buying up shares, with the rest stemming from the buyout.","outcome":"B. Riley's own filings record that in February 2026 it collected $1.855 million from the sale of all of the collateral it held for the Vintage loan and expects no additional collections on that receivable."},"reading":"Attributed: A trade-press report on the 2026 derivative litigation stated that a July 2023 Nomura presentation revealed a series of undisclosed loans to Kahn, with principal balances reaching $154 million by mid-2023, and that B. Riley also lent $201 million to Kahn's investment firm, secured by Franchise Group shares."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-rac-2018","record":{"id":"c-kahn-rac-2018","kind":"attributed","text":"A news-agency report of August 2024 said that in 2018 Kahn sought to buy Rent-A-Center for $1.4 billion and that B. Riley agreed to underwrite the purchase in what Riley later described as the largest deal his firm had ever arranged; in December 2018 Rent-A-Center cancelled the deal and demanded a $126.5 million breakup fee, later cut to $92 million by the court. The report added that in June 2022 Kahn bid for Kohl's Corp. at a valuation of $8 billion with Riley's assistance.","source_ids":["src-075"],"entity_ids":["brian-kahn","brc","bryant-riley"],"qualification":"Press account; the underlying deal documents and court decision are not among the retained records.","response":"","outcome":""},"reading":"Attributed: A news-agency report of August 2024 said that in 2018 Kahn sought to buy Rent-A-Center for $1.4 billion and that B. Riley agreed to underwrite the purchase in what Riley later described as the largest deal his firm had ever arranged; in December 2018 Rent-A-Center cancelled the deal and demanded a $126.5 million breakup fee, later cut to $92 million by the court. The report added that in June 2022 Kahn bid for Kohl's Corp. at a valuation of $8 billion with Riley's assistance."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-vintage-group","record":{"id":"c-kahn-vintage-group","kind":"fact","text":"Amendment No. 2 of October 23, 2019 to Franchise Group's registration rights agreement, filed as an exhibit on EDGAR, defines the \"Vintage Group\" as Tributum, L.P., Vintage Tributum LP, Vintage Capital Management, LLC, Samjor Family LP, Vintage RTO, L.P., Stefac LP, Brian Kahn and Lauren Kahn as tenants by the entirety, and B. Riley FBR, Inc., with their affiliates. Its holder schedule lists 1,000,000 FRG shares for B. Riley FBR, Inc. and 1,000,000 shares for Brian and Lauren Kahn as tenants by the entirety.","source_ids":["src-050"],"entity_ids":["frg","vcm","brian-kahn","lauren-kahn","brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: Amendment No. 2 of October 23, 2019 to Franchise Group's registration rights agreement, filed as an exhibit on EDGAR, defines the \"Vintage Group\" as Tributum, L.P., Vintage Tributum LP, Vintage Capital Management, LLC, Samjor Family LP, Vintage RTO, L.P., Stefac LP, Brian Kahn and Lauren Kahn as tenants by the entirety, and B. Riley FBR, Inc., with their affiliates. Its holder schedule lists 1,000,000 FRG shares for B. Riley FBR, Inc. and 1,000,000 shares for Brian and Lauren Kahn as tenants by the entirety."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-riley-frg-board","record":{"id":"c-kahn-riley-frg-board","kind":"fact","text":"Bryant Riley's EDGAR owner record lists a report as director and 10% owner of Liberty Tax, Inc. (now Franchise Group, Inc.) dated September 3, 2018. B. Riley Financial's 2023 proxy statement says he served on the board of Franchise Group (formerly Liberty Tax) from September 2018 through March 2020. Its 2026 proxy statement describes the same period as service on the board of Freedom VCM Holdings, LLC, FRG's indirect parent, says he 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.","source_ids":["src-006","src-003","src-016"],"entity_ids":["bryant-riley","frg","freedom-vcm-holdings"],"qualification":"The 2023 and 2026 proxy statements name different companies for the September 2018 to March 2020 board seat.","response":"","outcome":""},"reading":"Fact: Bryant Riley's EDGAR owner record lists a report as director and 10% owner of Liberty Tax, Inc. (now Franchise Group, Inc.) dated September 3, 2018. B. Riley Financial's 2023 proxy statement says he served on the board of Franchise Group (formerly Liberty Tax) from September 2018 through March 2020. Its 2026 proxy statement describes the same period as service on the board of Freedom VCM Holdings, LLC, FRG's indirect parent, says he 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-riley-resign-2020","record":{"id":"c-kahn-riley-resign-2020","kind":"attributed","text":"The December 12, 2025 order recounts the class plaintiffs' allegation that on March 31, 2020, the day Prophecy Asset Management told investors its auditor had resigned and suspended redemptions, Bryant Riley resigned from FRG's board effective immediately. For the purposes of the motion to dismiss, the court inferred from that resignation, his alleged personal involvement in the buyout, its size and Kahn's importance to the company that Riley was at least aware of public allegations that Kahn had engaged in fraud.","source_ids":["src-062"],"entity_ids":["bryant-riley","frg","prophecy","brian-kahn"],"qualification":"A pleading-stage inference drawn from the complaint's allegations; the court made no finding on the merits.","response":"","outcome":""},"reading":"Attributed: The December 12, 2025 order recounts the class plaintiffs' allegation that on March 31, 2020, the day Prophecy Asset Management told investors its auditor had resigned and suspended redemptions, Bryant Riley resigned from FRG's board effective immediately. For the purposes of the motion to dismiss, the court inferred from that resignation, his alleged personal involvement in the buyout, its size and Kahn's importance to the company that Riley was at least aware of public allegations that Kahn had engaged in fraud."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-kahn-edgar","record":{"id":"c-kahn-kahn-edgar","kind":"fact","text":"Brian Kahn's EDGAR owner record lists reports for Liberty Tax, Inc. (now Franchise Group, Inc.) as director, 10% owner and chief executive officer, the latest dated October 23, 2019, and for Babcock & Wilcox Enterprises, Inc. as director and 10% owner, dated August 13, 2019, among other issuers.","source_ids":["src-007"],"entity_ids":["brian-kahn","frg","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: Brian Kahn's EDGAR owner record lists reports for Liberty Tax, Inc. (now Franchise Group, Inc.) as director, 10% owner and chief executive officer, the latest dated October 23, 2019, and for Babcock & Wilcox Enterprises, Inc. as director and 10% owner, dated August 13, 2019, among other issuers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-kahn-roles","record":{"id":"c-kahn-kahn-roles","kind":"fact","text":"Franchise Group's July 2023 merger proxy states that Brian R. Kahn had been FRG's president and chief executive officer since 2019, a director since 2018 and investment manager of Vintage Capital Management LLC since 1998; that he controlled Freedom VCM Holdings, LLC, the indirect parent of FRG after the merger, and Freedom VCM Interco Holdings, Inc. as their sole director and executive officer; and that he was President of Vintage Opportunity Partners, L.P. He signed the final Schedule 13E-3 amendment of August 21, 2023 as President of Freedom VCM, Inc., Freedom VCM Holdings, LLC and Freedom VCM Interco Holdings, Inc. and as Manager of Vintage Opportunity Partners, L.P. and Vintage Capital Management LLC.","source_ids":["src-043","src-099"],"entity_ids":["brian-kahn","frg","vcm","freedom-vcm-holdings","freedom-vcm-inc","vop"],"qualification":"","response":"","outcome":""},"reading":"Fact: Franchise Group's July 2023 merger proxy states that Brian R. Kahn had been FRG's president and chief executive officer since 2019, a director since 2018 and investment manager of Vintage Capital Management LLC since 1998; that he controlled Freedom VCM Holdings, LLC, the indirect parent of FRG after the merger, and Freedom VCM Interco Holdings, Inc. as their sole director and executive officer; and that he was President of Vintage Opportunity Partners, L.P. He signed the final Schedule 13E-3 amendment of August 21, 2023 as President of Freedom VCM, Inc., Freedom VCM Holdings, LLC and Freedom VCM Interco Holdings, Inc. and as Manager of Vintage Opportunity Partners, L.P. and Vintage Capital Management LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-vcm-ownership","record":{"id":"c-kahn-vcm-ownership","kind":"fact","text":"Vintage Capital Management, LLC is a Delaware company (EDGAR CIK 0001511498) that reported to the SEC as an exempt reporting adviser. Its Form ADV report of February 29, 2016 lists Brian Kahn as manager, member (5–10%) and control person since April 2010, Kahn Capital Management, LLC as a member owning 75% or more since April 2010 and Andrew M. Laurence as a manager; for Kahn Capital Management it lists Brian Kahn as the member owning 75% or more and control person since December 1999.","source_ids":["src-096","src-105"],"entity_ids":["vcm","brian-kahn","kahn-capital","andrew-laurence"],"qualification":"","response":"","outcome":""},"reading":"Fact: Vintage Capital Management, LLC is a Delaware company (EDGAR CIK 0001511498) that reported to the SEC as an exempt reporting adviser. Its Form ADV report of February 29, 2016 lists Brian Kahn as manager, member (5–10%) and control person since April 2010, Kahn Capital Management, LLC as a member owning 75% or more since April 2010 and Andrew M. Laurence as a manager; for Kahn Capital Management it lists Brian Kahn as the member owning 75% or more and control person since December 1999."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-laurence","record":{"id":"c-kahn-laurence","kind":"fact","text":"According to FRG's 2023 merger proxy, Andrew M. Laurence had been FRG's executive vice president since 2019, a partner of Vintage Capital Management LLC since 2010 and an FRG director from 2018 to 2021; his EDGAR owner record lists a director report for Liberty Tax, Inc. dated September 3, 2018.","source_ids":["src-043","src-063"],"entity_ids":["andrew-laurence","frg","vcm"],"qualification":"","response":"","outcome":""},"reading":"Fact: According to FRG's 2023 merger proxy, Andrew M. Laurence had been FRG's executive vice president since 2019, a partner of Vintage Capital Management LLC since 2010 and an FRG director from 2018 to 2021; his EDGAR owner record lists a director report for Liberty Tax, Inc. dated September 3, 2018."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-badcock-2021","record":{"id":"c-kahn-badcock-2021","kind":"fact","text":"FRG's merger proxy states that in December 2021 W.S. Badcock Corporation, an FRG subsidiary, entered into a master receivables purchase agreement with B. Riley Receivables, LLC, an indirect wholly owned B. Riley subsidiary, which bought Badcock's existing consumer credit receivables portfolio for $400 million in cash; FRG used the proceeds to repay part of its debt, and B. Riley affiliates continued to buy Badcock receivables from time to time until March 2023.","source_ids":["src-043"],"entity_ids":["badcock","frg","br-receivables","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: FRG's merger proxy states that in December 2021 W.S. Badcock Corporation, an FRG subsidiary, entered into a master receivables purchase agreement with B. Riley Receivables, LLC, an indirect wholly owned B. Riley subsidiary, which bought Badcock's existing consumer credit receivables portfolio for $400 million in cash; FRG used the proceeds to repay part of its debt, and B. Riley affiliates continued to buy Badcock receivables from time to time until March 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-badcock-2022","record":{"id":"c-kahn-badcock-2022","kind":"fact","text":"B. Riley's 2025 annual report states that on September 23, 2022 B. Riley Receivables II, LLC, then a majority-owned subsidiary, entered into a second master receivables purchase agreement with W.S. Badcock Corporation and bought $168.4 million of consumer credit receivables, partly financed with a $148.2 million term loan; amendments in the first quarter of 2023 added $145.3 million of receivables. B. Riley recorded these purchases as loans receivable from Badcock collateralised by the consumer receivables, and FRG guaranteed Badcock's performance under the purchase and servicing agreements.","source_ids":["src-002"],"entity_ids":["brrii","badcock","brc","frg"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley's 2025 annual report states that on September 23, 2022 B. Riley Receivables II, LLC, then a majority-owned subsidiary, entered into a second master receivables purchase agreement with W.S. Badcock Corporation and bought $168.4 million of consumer credit receivables, partly financed with a $148.2 million term loan; amendments in the first quarter of 2023 added $145.3 million of receivables. B. Riley recorded these purchases as loans receivable from Badcock collateralised by the consumer receivables, and FRG guaranteed Badcock's performance under the purchase and servicing agreements."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-badcock-945","record":{"id":"c-kahn-badcock-945","kind":"attributed","text":"The December 12, 2025 order summarises the class plaintiffs' allegations that between December 2021 and March 2023 the company's receivables subsidiary bought $945 million of Badcock accounts receivable and that in March 2023 the company decided to stop buying them.","source_ids":["src-062"],"entity_ids":["brc","badcock"],"qualification":"Allegations summarised by the court on a motion to dismiss; not findings of fact.","response":"","outcome":""},"reading":"Attributed: The December 12, 2025 order summarises the class plaintiffs' allegations that between December 2021 and March 2023 the company's receivables subsidiary bought $945 million of Badcock accounts receivable and that in March 2023 the company decided to stop buying them."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-approach-2023","record":{"id":"c-kahn-approach-2023","kind":"fact","text":"FRG's merger proxy recounts that in March 2023 B. Riley said it would fund Badcock receivables one final time for the first quarter of 2023 but not for the second quarter and beyond, and would prefer to explore acquiring all of FRG's equity rather than bear continued FRG balance-sheet risk. Brian Kahn and Bryant Riley met in person on March 16 and 17, 2023, and on March 19, 2023 FRG received B. Riley's non-binding letter proposing a take-private at $30.00 per share in cash, subject among other things to management rolling over their equity, special-committee approval and approval by a majority of unaffiliated stockholders.","source_ids":["src-043"],"entity_ids":["brc","frg","brian-kahn","bryant-riley","badcock"],"qualification":"","response":"","outcome":""},"reading":"Fact: FRG's merger proxy recounts that in March 2023 B. Riley said it would fund Badcock receivables one final time for the first quarter of 2023 but not for the second quarter and beyond, and would prefer to explore acquiring all of FRG's equity rather than bear continued FRG balance-sheet risk. Brian Kahn and Bryant Riley met in person on March 16 and 17, 2023, and on March 19, 2023 FRG received B. Riley's non-binding letter proposing a take-private at $30.00 per share in cash, subject among other things to management rolling over their equity, special-committee approval and approval by a majority of unaffiliated stockholders."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-april-2023","record":{"id":"c-kahn-april-2023","kind":"fact","text":"On April 16, 2023 FRG's special committee allowed Kahn to pursue discussions about a possible acquisition, with B. Riley or other bidders, if he kept the committee informed. On April 17, 2023 Kahn and Vintage Capital Management disclosed in an amended Schedule 13D that they wished to discuss the transaction with B. Riley, subject to special-committee approval and a non-waivable majority-of-unaffiliated-stockholders condition, and on April 18, 2023 Kahn and his counsel at Willkie met by videoconference with B. Riley and its counsel.","source_ids":["src-043"],"entity_ids":["frg","brian-kahn","vcm","brc","willkie"],"qualification":"","response":"","outcome":""},"reading":"Fact: On April 16, 2023 FRG's special committee allowed Kahn to pursue discussions about a possible acquisition, with B. Riley or other bidders, if he kept the committee informed. On April 17, 2023 Kahn and Vintage Capital Management disclosed in an amended Schedule 13D that they wished to discuss the transaction with B. Riley, subject to special-committee approval and a non-waivable majority-of-unaffiliated-stockholders condition, and on April 18, 2023 Kahn and his counsel at Willkie met by videoconference with B. Riley and its counsel."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-structure","record":{"id":"c-kahn-structure","kind":"fact","text":"Between April 30 and May 9, 2023 B. Riley determined that, while it remained interested in financing a transaction, it would need to do so in a manner that would not result in it controlling FRG or consolidating it into its financial statements; the parties therefore determined that Kahn would control the surviving company from a governance perspective and might own a majority of its equity. FRG's chief restructuring officer gave the same account to the bankruptcy court in November 2024: Kahn and his affiliates took FRG private, financed in part with equity from investors including B. Riley Financial and affiliated entities and with debt from lenders including Irradiant Partners.","source_ids":["src-043","src-070"],"entity_ids":["brc","frg","brian-kahn"],"qualification":"","response":"","outcome":""},"reading":"Fact: Between April 30 and May 9, 2023 B. Riley determined that, while it remained interested in financing a transaction, it would need to do so in a manner that would not result in it controlling FRG or consolidating it into its financial statements; the parties therefore determined that Kahn would control the surviving company from a governance perspective and might own a majority of its equity. FRG's chief restructuring officer gave the same account to the bankruptcy court in November 2024: Kahn and his affiliates took FRG private, financed in part with equity from investors including B. Riley Financial and affiliated entities and with debt from lenders including Irradiant Partners."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-ecl","record":{"id":"c-kahn-ecl","kind":"fact","text":"On May 10, 2023 Freedom VCM Holdings, Freedom VCM, Inc. (the merger parent) and B. Riley entered into an equity commitment letter under which B. Riley committed to contribute $560.0 million in cash to Freedom VCM Holdings immediately before the merger, with the right to assign part of the commitment to affiliates, financing sources or other investors without being relieved of its obligation. Irradiant Partners LP and other institutions committed to a $475.0 million senior secured term loan for the merger.","source_ids":["src-043"],"entity_ids":["brc","freedom-vcm-holdings","freedom-vcm-inc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On May 10, 2023 Freedom VCM Holdings, Freedom VCM, Inc. (the merger parent) and B. Riley entered into an equity commitment letter under which B. Riley committed to contribute $560.0 million in cash to Freedom VCM Holdings immediately before the merger, with the right to assign part of the commitment to affiliates, financing sources or other investors without being relieved of its obligation. Irradiant Partners LP and other institutions committed to a $475.0 million senior secured term loan for the merger."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-guarantee","record":{"id":"c-kahn-guarantee","kind":"fact","text":"Concurrently with the merger agreement of May 10, 2023, B. Riley gave FRG a limited guarantee of the payment obligations of the merger parent and merger subsidiary, including the reverse termination fee and certain reimbursements, up to $57.0 million, and, in the case of actual fraud or a wilful and material breach by them, of the full uncapped amount of their liability.","source_ids":["src-043"],"entity_ids":["brc","frg","freedom-vcm-inc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Concurrently with the merger agreement of May 10, 2023, B. Riley gave FRG a limited guarantee of the payment obligations of the merger parent and merger subsidiary, including the reverse termination fee and certain reimbursements, up to $57.0 million, and, in the case of actual fraud or a wilful and material breach by them, of the full uncapped amount of their liability."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-rollover","record":{"id":"c-kahn-rollover","kind":"fact","text":"Under a rollover agreement of May 10, 2023 the \"Rollover Stockholders\" (Brian R. Kahn, Vintage Opportunity Partners, L.P., Brian Kahn and Lauren Kahn as joint tenants by the entirety, and Andrew Laurence) committed to contribute 12,804,832 FRG shares, equivalent to $384.0 million at $30.00 per share, to Freedom VCM Holdings in exchange for common membership interests: 2,154,807 shares listed for Kahn ($64.6 million), 2,500,000 for Vintage Opportunity Partners ($75.0 million), 7,576,543 for the Kahns jointly ($227.3 million) and 573,482 for Laurence ($17.2 million). The same holders entered into a voting agreement with the merger parent on May 10, 2023.","source_ids":["src-043"],"entity_ids":["brian-kahn","vop","lauren-kahn","andrew-laurence","freedom-vcm-holdings","frg","freedom-vcm-inc"],"qualification":"FRG's merger proxy gives the total as $384.0 million; the four listed amounts add up to $384.1 million.","response":"","outcome":""},"reading":"Fact: Under a rollover agreement of May 10, 2023 the \"Rollover Stockholders\" (Brian R. Kahn, Vintage Opportunity Partners, L.P., Brian Kahn and Lauren Kahn as joint tenants by the entirety, and Andrew Laurence) committed to contribute 12,804,832 FRG shares, equivalent to $384.0 million at $30.00 per share, to Freedom VCM Holdings in exchange for common membership interests: 2,154,807 shares listed for Kahn ($64.6 million), 2,500,000 for Vintage Opportunity Partners ($75.0 million), 7,576,543 for the Kahns jointly ($227.3 million) and 573,482 for Laurence ($17.2 million). The same holders entered into a voting agreement with the merger parent on May 10, 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-64m","record":{"id":"c-kahn-64m","kind":"fact","text":"The same $64.6 million value appears in three records: the rollover schedule lists 2,154,807 FRG shares valued at $64,644,210 under Brian R. Kahn's name; B. Riley's 2024 annual report describes FRG shares worth $64.6 million at the deal price, held of record by B. Riley Securities, over which Kahn had sole voting and dispositive power under an advisory agreement and which were rolled over into Freedom VCM equity at closing; and its 2025 annual report counts a $64.6 million roll-over of FRG shares within its subsidiaries' $281.1 million Freedom VCM interest.","source_ids":["src-043","src-088","src-002"],"entity_ids":["brian-kahn","brs","brc","freedom-vcm-holdings","frg"],"qualification":"The matching values are consistent with the same shares being described in each record, but none of the records states this expressly.","response":"","outcome":""},"reading":"Fact: The same $64.6 million value appears in three records: the rollover schedule lists 2,154,807 FRG shares valued at $64,644,210 under Brian R. Kahn's name; B. Riley's 2024 annual report describes FRG shares worth $64.6 million at the deal price, held of record by B. Riley Securities, over which Kahn had sole voting and dispositive power under an advisory agreement and which were rolled over into Freedom VCM equity at closing; and its 2025 annual report counts a $64.6 million roll-over of FRG shares within its subsidiaries' $281.1 million Freedom VCM interest."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-iia","record":{"id":"c-kahn-iia","kind":"fact","text":"The rollover agreement, filed as an annex to FRG's merger proxy, provides that B. Riley Financial, Inc. \"will be responsible for making all decisions and taking (or causing to take) all actions on behalf of Topco\" (Freedom VCM Holdings) for the purposes of that agreement, under Section 2(b) of an Interim Investors Agreement of the same date among Brian R. Kahn, B. Riley and other parties.","source_ids":["src-043"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn"],"qualification":"The provision applies for the purposes of the rollover agreement; the Interim Investors Agreement itself is not among the retained records.","response":"","outcome":""},"reading":"Fact: The rollover agreement, filed as an annex to FRG's merger proxy, provides that B. Riley Financial, Inc. \"will be responsible for making all decisions and taking (or causing to take) all actions on behalf of Topco\" (Freedom VCM Holdings) for the purposes of that agreement, under Section 2(b) of an Interim Investors Agreement of the same date among Brian R. Kahn, B. Riley and other parties."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-consortium","record":{"id":"c-kahn-consortium","kind":"fact","text":"The merger proxy defines the \"Consortium Members\" as the Freedom entities, the \"Kahn Parties\" (Brian Kahn, Brian Kahn and Lauren Kahn as joint tenants by the entirety, Vintage Capital Management LLC and Vintage Opportunity Partners, L.P.), B. Riley, Bryant R. Riley and Andrew Laurence. B. Riley Financial, Inc., as \"Guarantor\", and Bryant R. Riley were among the persons filing the final Schedule 13E-3 amendment of August 21, 2023, together with FRG, the Freedom entities, the Kahn Parties, Laurence and other FRG managers.","source_ids":["src-043","src-099"],"entity_ids":["brc","bryant-riley","brian-kahn","lauren-kahn","vcm","vop","andrew-laurence","frg","freedom-vcm-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: The merger proxy defines the \"Consortium Members\" as the Freedom entities, the \"Kahn Parties\" (Brian Kahn, Brian Kahn and Lauren Kahn as joint tenants by the entirety, Vintage Capital Management LLC and Vintage Opportunity Partners, L.P.), B. Riley, Bryant R. Riley and Andrew Laurence. B. Riley Financial, Inc., as \"Guarantor\", and Bryant R. Riley were among the persons filing the final Schedule 13E-3 amendment of August 21, 2023, together with FRG, the Freedom entities, the Kahn Parties, Laurence and other FRG managers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-merger-close","record":{"id":"c-kahn-merger-close","kind":"fact","text":"On August 21, 2023 FRG filed a certificate of merger in Delaware and became a wholly owned subsidiary of Freedom VCM, Inc.; each FRG common share other than excluded shares was converted into the right to receive $30.00 in cash. Shares owned by Bryant Riley, B. Riley or any wholly owned B. Riley subsidiary were among the shares excluded from the cash conversion, as were shares rolled over under the rollover agreement and additional rollover agreements of about August 7 and August 14, 2023.","source_ids":["src-099","src-042"],"entity_ids":["frg","freedom-vcm-inc","bryant-riley","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 21, 2023 FRG filed a certificate of merger in Delaware and became a wholly owned subsidiary of Freedom VCM, Inc.; each FRG common share other than excluded shares was converted into the right to receive $30.00 in cash. Shares owned by Bryant Riley, B. Riley or any wholly owned B. Riley subsidiary were among the shares excluded from the cash conversion, as were shares rolled over under the rollover agreement and additional rollover agreements of about August 7 and August 14, 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-13da-zero","record":{"id":"c-kahn-13da-zero","kind":"fact","text":"In Amendment No. 24 to their Schedule 13D (event of August 21, 2023) Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn reported that after the merger they no longer owned FRG shares; Kahn signed for both companies as Manager.","source_ids":["src-042"],"entity_ids":["vcm","kahn-capital","brian-kahn","frg"],"qualification":"","response":"","outcome":""},"reading":"Fact: In Amendment No. 24 to their Schedule 13D (event of August 21, 2023) Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn reported that after the merger they no longer owned FRG shares; Kahn signed for both companies as Manager."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-insider-forms","record":{"id":"c-kahn-insider-forms","kind":"fact","text":"Section 16 reports dated August 21, 2023, the closing date, show several participants' FRG holdings reduced to zero: Bryant R. Riley sold 1,804 FRG shares; Thomas J. Kelleher's indirect 13,768 shares, first reported on a Form 3 dated August 17, 2023, were sold; Randall E. Paulson, a B. Riley director, filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them; and Brian Kahn and Andrew M. Laurence reported dispositions coded \"D-Return\" leaving no direct holdings. Paulson's EDGAR owner record also lists a 10% owner report on FRG dated August 10, 2023.","source_ids":["src-006","src-007","src-008","src-018","src-063"],"entity_ids":["brc","bryant-riley","tom-kelleher","randall-paulson","brian-kahn","andrew-laurence","frg"],"qualification":"The EDGAR tables record the reported transactions and designations; they do not explain the 10% owner designation in Paulson's report.","response":"","outcome":""},"reading":"Fact: Section 16 reports dated August 21, 2023, the closing date, show several participants' FRG holdings reduced to zero: Bryant R. Riley sold 1,804 FRG shares; Thomas J. Kelleher's indirect 13,768 shares, first reported on a Form 3 dated August 17, 2023, were sold; Randall E. Paulson, a B. Riley director, filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them; and Brian Kahn and Andrew M. Laurence reported dispositions coded \"D-Return\" leaving no direct holdings. Paulson's EDGAR owner record also lists a 10% owner report on FRG dated August 10, 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-closing-stake","record":{"id":"c-kahn-closing-stake","kind":"fact","text":"B. Riley's 2025 annual report states that on the August 21, 2023 closing its subsidiaries held a $281.1 million equity interest in Freedom VCM Holdings ($216.5 million bought in the transaction and a $64.6 million roll-over of FRG shares), representing a 31% voting interest and board representation; Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his wife and one of his affiliates held 32%; and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate.","source_ids":["src-002"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley's 2025 annual report states that on the August 21, 2023 closing its subsidiaries held a $281.1 million equity interest in Freedom VCM Holdings ($216.5 million bought in the transaction and a $64.6 million roll-over of FRG shares), representing a 31% voting interest and board representation; Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his wife and one of his affiliates held 32%; and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-advisory","record":{"id":"c-kahn-advisory","kind":"fact","text":"B. Riley's 2024 annual report states that at the closing it terminated an investment advisory agreement under which Kahn, as financial advisor, had sole power to vote or dispose of FRG shares worth $64.6 million at the deal price held of record by B. Riley Securities, Inc.; on termination Kahn's rights ended, the shares were rolled over into Freedom VCM equity, and the $20.9 million Kahn owed under the agreement was added to the amended and restated VCM note.","source_ids":["src-088"],"entity_ids":["brc","brian-kahn","brs","frg","freedom-vcm-holdings","vcm"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley's 2024 annual report states that at the closing it terminated an investment advisory agreement under which Kahn, as financial advisor, had sole power to vote or dispose of FRG shares worth $64.6 million at the deal price held of record by B. Riley Securities, Inc.; on termination Kahn's rights ended, the shares were rolled over into Freedom VCM equity, and the $20.9 million Kahn owed under the agreement was added to the amended and restated VCM note."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-resign-2024","record":{"id":"c-kahn-resign-2024","kind":"fact","text":"B. Riley's filings state that Kahn was chief executive officer and a board member of Freedom VCM at December 31, 2023 and resigned both positions on January 22, 2024; its 2026 quarterly report identifies the company as Freedom VCM, Inc.","source_ids":["src-002","src-014"],"entity_ids":["brian-kahn","freedom-vcm-inc"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley's filings state that Kahn was chief executive officer and a board member of Freedom VCM at December 31, 2023 and resigned both positions on January 22, 2024; its 2026 quarterly report identifies the company as Freedom VCM, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-trust-history","record":{"id":"c-kahn-trust-history","kind":"attributed","text":"The FRG Litigation Trust's complaint of August 18, 2026 alleges that beginning in 2018 Vintage and B. Riley Financial jointly acquired control of Liberty Tax and placed their designees on its board; that in 2019, as part of the Sears Hometown acquisition, B. Riley Financial bought 1 million FRG shares for $12.0 million; that it financed FRG's $700 million acquisition of Pet Supplies Plus in 2021; and that after Badcock sold a first receivables tranche to B. Riley Receivables, LLC for about $400 million, Badcock entered into a second purchase agreement with B. Riley Receivables II, LLC in September 2022.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brc","vcm","frg","badcock","br-receivables","brrii"],"qualification":"Allegations in a complaint filed in the Delaware Court of Chancery (C.A. No. 2026-1076) that have not been adjudicated.","response":"No answer by BRC, its subsidiaries or Bryant Riley to the Trust's complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":""},"reading":"Attributed: The FRG Litigation Trust's complaint of August 18, 2026 alleges that beginning in 2018 Vintage and B. Riley Financial jointly acquired control of Liberty Tax and placed their designees on its board; that in 2019, as part of the Sears Hometown acquisition, B. Riley Financial bought 1 million FRG shares for $12.0 million; that it financed FRG's $700 million acquisition of Pet Supplies Plus in 2021; and that after Badcock sold a first receivables tranche to B. Riley Receivables, LLC for about $400 million, Badcock entered into a second purchase agreement with B. Riley Receivables II, LLC in September 2022."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-trust-loans","record":{"id":"c-kahn-trust-loans","kind":"attributed","text":"The Trust's complaint alleges that on January 3, 2020 Vintage and B. Riley Financial entered into an amended and restated and an additional secured promissory note; that on April 24, 2020 Kahn and his wife pledged about 7.1 million FRG shares as collateral for B. Riley Financial loans; that on June 25, 2021 Vintage borrowed $36 million from B. Riley Commercial Capital, LLC under a second-lien note; that the first-lien B. Riley loan had reached $76,676,984 by December 28, 2022; that on August 9, 2023 the second-lien loan was amended to add $19,182,069.94; and that at closing Brian and Lauren Kahn personally guaranteed Vintage's loan and granted B. Riley Financial security over certain personal assets.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brian-kahn","lauren-kahn","vcm","brc","brcc"],"qualification":"Unadjudicated allegations of the Litigation Trust. B. Riley's own filings describe the amended and restated VCM note of August 21, 2023 and its collateral.","response":"No answer by BRC, its subsidiaries or Bryant Riley to the Trust's complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":""},"reading":"Attributed: The Trust's complaint alleges that on January 3, 2020 Vintage and B. Riley Financial entered into an amended and restated and an additional secured promissory note; that on April 24, 2020 Kahn and his wife pledged about 7.1 million FRG shares as collateral for B. Riley Financial loans; that on June 25, 2021 Vintage borrowed $36 million from B. Riley Commercial Capital, LLC under a second-lien note; that the first-lien B. Riley loan had reached $76,676,984 by December 28, 2022; that on August 9, 2023 the second-lien loan was amended to add $19,182,069.94; and that at closing Brian and Lauren Kahn personally guaranteed Vintage's loan and granted B. Riley Financial security over certain personal assets."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-kahn-trust-closing","record":{"id":"c-kahn-trust-closing","kind":"attributed","text":"The Trust's complaint alleges that at the August 21, 2023 closing B. Riley Financial entered into a first amendment to an equity fee letter providing for a $16.5 million payment to it; that the investment advisory agreement between Vintage and B. Riley Securities, Inc. was terminated with B. Riley Financial entitled to $20,910,666.87; that B. Riley Financial and other holders sold B. Riley Receivables II, LLC to an affiliate of Freedom TopCo for a $58.9 million note; that Vintage gave B. Riley Financial a note secured by Topco units and personal guarantees of Brian and Lauren Kahn; and that Kahn, Laurence and Bryant Riley became directors of the holding-company debtors. It also quotes an August 7, 2023 letter agreement stating that 5,061,255 FRG shares pledged by the Kahns were held in their account at B. Riley Wealth Management, Inc. subject to a control agreement in favour of B. Riley and its affiliates.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brc","vcm","brs","brrii","brian-kahn","lauren-kahn","andrew-laurence","bryant-riley","brwm","freedom-vcm-holdings"],"qualification":"Unadjudicated allegations of the Litigation Trust. B. Riley's annual reports separately record the $20.9 million owed by Kahn under the terminated advisory agreement and the $58.9 million note received for B. Riley Receivables II.","response":"No answer by BRC, its subsidiaries or Bryant Riley to the Trust's complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":""},"reading":"Attributed: The Trust's complaint alleges that at the August 21, 2023 closing B. Riley Financial entered into a first amendment to an equity fee letter providing for a $16.5 million payment to it; that the investment advisory agreement between Vintage and B. Riley Securities, Inc. was terminated with B. Riley Financial entitled to $20,910,666.87; that B. Riley Financial and other holders sold B. Riley Receivables II, LLC to an affiliate of Freedom TopCo for a $58.9 million note; that Vintage gave B. Riley Financial a note secured by Topco units and personal guarantees of Brian and Lauren Kahn; and that Kahn, Laurence and Bryant Riley became directors of the holding-company debtors. It also quotes an August 7, 2023 letter agreement stating that 5,061,255 FRG shares pledged by the Kahns were held in their account at B. Riley Wealth Management, Inc. subject to a control agreement in favour of B. Riley and its affiliates."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-vcm-note","record":{"id":"c-loss-vcm-note","kind":"fact","text":"On August 21, 2023, in connection with the take-private, a B. Riley subsidiary and Vintage Capital Management, LLC (VCM), an affiliate of Kahn, amended and restated a promissory note under which VCM owed the subsidiary $200.5 million of principal bearing 12.00% a year paid in kind and maturing on December 31, 2027, with mandatory prepayments from proceeds that VCM, Kahn or his affiliates received from Freedom VCM distributions (the greater of 80% of net after-tax proceeds and 50% of gross proceeds). The note was primarily secured by a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse, valued at $227.3 million at the transaction price.","source_ids":["src-014","src-002"],"entity_ids":["brc","vcm","brian-kahn","freedom-vcm-holdings"],"qualification":"B. Riley's 2026 quarterly report names the distributing company Freedom VCM, Inc., while its annual report uses \"Freedom VCM\" for Freedom VCM Holdings, LLC.","response":"","outcome":""},"reading":"Fact: On August 21, 2023, in connection with the take-private, a B. Riley subsidiary and Vintage Capital Management, LLC (VCM), an affiliate of Kahn, amended and restated a promissory note under which VCM owed the subsidiary $200.5 million of principal bearing 12.00% a year paid in kind and maturing on December 31, 2027, with mandatory prepayments from proceeds that VCM, Kahn or his affiliates received from Freedom VCM distributions (the greater of 80% of net after-tax proceeds and 50% of gross proceeds). The note was primarily secured by a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse, valued at $227.3 million at the transaction price."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-vcm-related","record":{"id":"c-loss-vcm-related","kind":"fact","text":"B. Riley has determined that VCM and Kahn are related parties (as of December 31, 2024, December 31, 2025 and June 30, 2026) because any repayment of the note would have come primarily from Freedom VCM distributions or from foreclosure on the Freedom VCM equity and other collateral provided by Kahn and his spouse. It states that it was not involved in designing the borrower, has no equity interest in it and no rights to direct its significant activities, and therefore does not consolidate it.","source_ids":["src-014"],"entity_ids":["brc","vcm","brian-kahn"],"qualification":"","response":"","outcome":""},"reading":"Fact: B. Riley has determined that VCM and Kahn are related parties (as of December 31, 2024, December 31, 2025 and June 30, 2026) because any repayment of the note would have come primarily from Freedom VCM distributions or from foreclosure on the Freedom VCM equity and other collateral provided by Kahn and his spouse. It states that it was not involved in designing the borrower, has no equity interest in it and no rights to direct its significant activities, and therefore does not consolidate it."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-impairment-2024","record":{"id":"c-loss-impairment-2024","kind":"fact","text":"After FRG, its operating businesses and affiliates including Freedom VCM filed Chapter 11 cases on November 3, 2024, B. Riley concluded on November 4, 2024 that further impairment was required: it ascribed no value to the Freedom VCM investment at December 31, 2024 and reported 2024 non-cash impairments of $221.0 million on that investment and $222.9 million on the Vintage loan receivable, which it valued at $1.8 million at December 31, 2025. Its 2025 annual report also records a 2024 loss of $287.0 million from the change in fair value of the Freedom VCM equity investment, which was written off after B. Riley lost significant influence.","source_ids":["src-002"],"entity_ids":["brc","freedom-vcm-holdings","vcm","frg"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: After FRG, its operating businesses and affiliates including Freedom VCM filed Chapter 11 cases on November 3, 2024, B. Riley concluded on November 4, 2024 that further impairment was required: it ascribed no value to the Freedom VCM investment at December 31, 2024 and reported 2024 non-cash impairments of $221.0 million on that investment and $222.9 million on the Vintage loan receivable, which it valued at $1.8 million at December 31, 2025. Its 2025 annual report also records a 2024 loss of $287.0 million from the change in fair value of the Freedom VCM equity investment, which was written off after B. Riley lost significant influence."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-plan","record":{"id":"c-loss-plan","kind":"fact","text":"On June 1, 2025 the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors, under which all equity interests were cancelled and equity holders, including Freedom VCM as FRG's equity holder, receive no property or distributions. B. Riley states that it does not expect proceeds from the Freedom VCM equity of Kahn and his spouse that collateralised the VCM loan; in February 2026 it collected $1.855 million from the sale of all remaining collateral for the Vintage loan and it expects no further collections.","source_ids":["src-014"],"entity_ids":["frg","freedom-vcm-holdings","brc","vcm","brian-kahn"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["frg","freedom-vcm-holdings"]},"reading":"Fact: On June 1, 2025 the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors, under which all equity interests were cancelled and equity holders, including Freedom VCM as FRG's equity holder, receive no property or distributions. B. Riley states that it does not expect proceeds from the Freedom VCM equity of Kahn and his spouse that collateralised the VCM loan; in February 2026 it collected $1.855 million from the sale of all remaining collateral for the Vintage loan and it expects no further collections."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-freedom-ch11","record":{"id":"c-loss-freedom-ch11","kind":"fact","text":"Freedom VCM Holdings, LLC filed a voluntary Chapter 11 petition on November 3, 2024 in the U.S. Bankruptcy Court for the District of Delaware (Case No. 24-12496), listed under the lead case of Franchise Group, Inc. (No. 24-12480); the docket summary records the case as terminated on October 6, 2025.","source_ids":["src-069"],"entity_ids":["freedom-vcm-holdings","frg"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["freedom-vcm-holdings"]},"reading":"Fact: Freedom VCM Holdings, LLC filed a voluntary Chapter 11 petition on November 3, 2024 in the U.S. Bankruptcy Court for the District of Delaware (Case No. 24-12496), listed under the lead case of Franchise Group, Inc. (No. 24-12480); the docket summary records the case as terminated on October 6, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-cro-equity","record":{"id":"c-loss-cro-equity","kind":"fact","text":"In a first-day declaration of November 4, 2024, FRG's chief restructuring officer stated that after the take-private Kahn and his affiliates owned about 32.4% of the equity of Freedom TopCo, FRG's ultimate parent, and that B. Riley Principal Investments, LLC and its affiliates, which provided equity financing, owned about 58.9%.","source_ids":["src-070"],"entity_ids":["brian-kahn","freedom-vcm-holdings","brpi","frg"],"qualification":"B. Riley's own filings report a 31% voting interest held by its subsidiaries; the declaration measures equity held by BRPI \"and its affiliates\", and the records do not reconcile the two figures.","response":"","outcome":""},"reading":"Fact: In a first-day declaration of November 4, 2024, FRG's chief restructuring officer stated that after the take-private Kahn and his affiliates owned about 32.4% of the equity of Freedom TopCo, FRG's ultimate parent, and that B. Riley Principal Investments, LLC and its affiliates, which provided equity financing, owned about 58.9%."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-cro-rsa","record":{"id":"c-loss-cro-rsa","kind":"fact","text":"The restructuring support agreement attached to that declaration provides that, for its purposes, neither Conn's, Inc. nor B. Riley Financial Inc. nor their respective affiliates (other than Freedom VCM Holdings, LLC and its subsidiaries) are \"Affiliates\" of the FRG debtors.","source_ids":["src-070"],"entity_ids":["brc","conns","freedom-vcm-holdings","frg"],"qualification":"","response":"","outcome":""},"reading":"Fact: The restructuring support agreement attached to that declaration provides that, for its purposes, neither Conn's, Inc. nor B. Riley Financial Inc. nor their respective affiliates (other than Freedom VCM Holdings, LLC and its subsidiaries) are \"Affiliates\" of the FRG debtors."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-cro-investigation","record":{"id":"c-loss-cro-investigation","kind":"fact","text":"The declaration states that the debtors' special committee directed an independent investigation of potential claims against Kahn, other current or former directors and officers or third parties arising from, among other things, FRG's December 2023 sale of Badcock to Conn's, the take-private, the acquisition of B. Riley Receivables II (FRII) and other transactions with BRPI and its affiliates, and the debtors' historical relationship with Kahn.","source_ids":["src-070"],"entity_ids":["frg","brian-kahn","brpi","badcock","conns","brrii"],"qualification":"An investigation of potential claims is not a finding; the claims later filed by the FRG Litigation Trust are described with that proceeding.","response":"","outcome":""},"reading":"Fact: The declaration states that the debtors' special committee directed an independent investigation of potential claims against Kahn, other current or former directors and officers or third parties arising from, among other things, FRG's December 2023 sale of Badcock to Conn's, the take-private, the acquisition of B. Riley Receivables II (FRII) and other transactions with BRPI and its affiliates, and the debtors' historical relationship with Kahn."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-brrii-sale","record":{"id":"c-loss-brrii-sale","kind":"fact","text":"In connection with the take-private on August 21, 2023, all equity of B. Riley Receivables II, LLC, then majority-owned by B. Riley, was sold to Freedom VCM Receivables, Inc., a Freedom VCM subsidiary, for $58.9 million, paid with a non-recourse promissory note of another Freedom VCM affiliate bearing 19.74% and maturing on August 21, 2033, payable solely from the performance of certain receivables. FRG's chief restructuring officer described BRRII as an affiliate of BRPI, the note as in favour of BRPI and a minority owner of BRRII, and BRRII as renamed Freedom Receivables II, LLC. The note was cancelled on October 9, 2024 under an amended and restated funding agreement of December 18, 2023, with certain BRRII receivables transferred to an entity the filing calls \"BRRI\", and the loan receivable B. Riley then carried in respect of those receivables, measured at $3.9 million at December 31, 2024, was sold on February 7, 2025.","source_ids":["src-002","src-070"],"entity_ids":["brc","brrii","freedom-vcm-receivables","freedom-vcm-holdings","brpi"],"qualification":"","response":"","outcome":""},"reading":"Fact: In connection with the take-private on August 21, 2023, all equity of B. Riley Receivables II, LLC, then majority-owned by B. Riley, was sold to Freedom VCM Receivables, Inc., a Freedom VCM subsidiary, for $58.9 million, paid with a non-recourse promissory note of another Freedom VCM affiliate bearing 19.74% and maturing on August 21, 2033, payable solely from the performance of certain receivables. FRG's chief restructuring officer described BRRII as an affiliate of BRPI, the note as in favour of BRPI and a minority owner of BRRII, and BRRII as renamed Freedom Receivables II, LLC. The note was cancelled on October 9, 2024 under an amended and restated funding agreement of December 18, 2023, with certain BRRII receivables transferred to an entity the filing calls \"BRRI\", and the loan receivable B. Riley then carried in respect of those receivables, measured at $3.9 million at December 31, 2024, was sold on February 7, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-funding","record":{"id":"c-loss-funding","kind":"fact","text":"Under the amended and restated funding agreement of December 18, 2023 among BRPI, a minority owner of BRRII, Freedom Receivables II, Freedom VCM Interco Holdings and Freedom VCM Receivables, once the third-party credit facility that had financed the 2022 receivables purchase was repaid (in June 2024), the receivables company was to deliver \"Tranche 1\" receivables of up to about $15.3 million to a BRPI affiliate, with any remaining amount of the note cancelled; the full amount was paid in early October 2024 and the note cancelled.","source_ids":["src-070"],"entity_ids":["brpi","freedom-vcm-receivables","brrii"],"qualification":"","response":"","outcome":""},"reading":"Fact: Under the amended and restated funding agreement of December 18, 2023 among BRPI, a minority owner of BRRII, Freedom Receivables II, Freedom VCM Interco Holdings and Freedom VCM Receivables, once the third-party credit facility that had financed the 2022 receivables purchase was repaid (in June 2024), the receivables company was to deliver \"Tranche 1\" receivables of up to about $15.3 million to a BRPI affiliate, with any remaining amount of the note cancelled; the full amount was paid in early October 2024 and the note cancelled."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-badcock-loans-sold","record":{"id":"c-loss-badcock-loans-sold","kind":"fact","text":"On February 7, 2025 B. Riley sold the two loans receivable that it carried for the Badcock receivable purchases of December 2021 and 2022–2023 and recorded net realized losses of $38.1 million; it no longer owned them at December 31, 2025.","source_ids":["src-002"],"entity_ids":["brc","badcock"],"qualification":"","response":"","outcome":""},"reading":"Fact: On February 7, 2025 B. Riley sold the two loans receivable that it carried for the Badcock receivable purchases of December 2021 and 2022–2023 and recorded net realized losses of $38.1 million; it no longer owned them at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-conns","record":{"id":"c-loss-conns","kind":"fact","text":"On December 18, 2023 Freedom VCM sold W.S. Badcock Corporation to Conn's, Inc., and a B. Riley subsidiary lent Conn's $108.0 million under a term loan bearing Term SOFR (with a 4.80% floor) plus 8.00% and maturing on February 20, 2027; FRG acquired a substantial equity investment in Conn's in a transaction completed in January 2024. A $15.0 million principal payment on February 14, 2024 reduced the loan to $93.0 million. Chapter 11 filings by Conn's and certain subsidiaries in July 2024 accelerated the loan. B. Riley reported it as a related-party receivable because of its prior relationship with Freedom VCM and Freedom VCM's ability to influence Conn's.","source_ids":["src-002"],"entity_ids":["brc","conns","freedom-vcm-holdings","badcock","frg"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["conns"]},"reading":"Fact: On December 18, 2023 Freedom VCM sold W.S. Badcock Corporation to Conn's, Inc., and a B. Riley subsidiary lent Conn's $108.0 million under a term loan bearing Term SOFR (with a 4.80% floor) plus 8.00% and maturing on February 20, 2027; FRG acquired a substantial equity investment in Conn's in a transaction completed in January 2024. A $15.0 million principal payment on February 14, 2024 reduced the loan to $93.0 million. Chapter 11 filings by Conn's and certain subsidiaries in July 2024 accelerated the loan. B. Riley reported it as a related-party receivable because of its prior relationship with Freedom VCM and Freedom VCM's ability to influence Conn's."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-conns-outcome","record":{"id":"c-loss-conns-outcome","kind":"fact","text":"The Conn's loan's fair value was $19.1 million at December 31, 2024 and zero at December 31, 2025; B. Riley recorded unrealized losses of $71.7 million in 2024 and gains of $0.8 million in 2025, and its annual report also records additional cash payments of $19.9 million on the loan during 2025. On December 17, 2024 it bought the first-lien Conn's loan from the first-lien banks for $27.7 million, which was repaid in full on January 24, 2025. The term loan was written off effective January 1, 2026, and in the first half of 2026 B. Riley recovered $8.6 million from its collateral.","source_ids":["src-002","src-014"],"entity_ids":["brc","conns"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: The Conn's loan's fair value was $19.1 million at December 31, 2024 and zero at December 31, 2025; B. Riley recorded unrealized losses of $71.7 million in 2024 and gains of $0.8 million in 2025, and its annual report also records additional cash payments of $19.9 million on the loan during 2025. On December 17, 2024 it bought the first-lien Conn's loan from the first-lien banks for $27.7 million, which was repaid in full on January 24, 2025. The term loan was written off effective January 1, 2026, and in the first half of 2026 B. Riley recovered $8.6 million from its collateral."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-conns-consulting","record":{"id":"c-loss-conns-consulting","kind":"fact","text":"Under a consulting agreement of June 27, 2024 (amended July 19, 2024), then a B. Riley subsidiary sold merchandise and fixtures at Conn's and Badcock stores and facilities; the agreement was assumed by the Conn's debtors, and the subsidiary earned $26.1 million until it was sold with the Great American Group business on November 15, 2024.","source_ids":["src-002"],"entity_ids":["brc","conns","badcock"],"qualification":"","response":"","outcome":""},"reading":"Fact: Under a consulting agreement of June 27, 2024 (amended July 19, 2024), then a B. Riley subsidiary sold merchandise and fixtures at Conn's and Badcock stores and facilities; the agreement was assumed by the Conn's debtors, and the subsidiary earned $26.1 million until it was sold with the Great American Group business on November 15, 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-torticity","record":{"id":"c-loss-torticity","kind":"fact","text":"On November 2, 2023 BRPI and other lenders made a $25.0 million loan to Torticity, LLC, of which BRPI committed $15.0 million, bearing 15.00% a year; BRPI transferred the note to B. Riley Commercial Capital, LLC on November 20, 2023, and the loan remained fully impaired, with no fair value at June 30, 2026. B. Riley's 2025 annual report lists the Torticity loan under related-party loans receivable, alongside the Vintage, Badcock, Freedom VCM Receivables and Conn's loans.","source_ids":["src-014","src-002"],"entity_ids":["brpi","torticity","brcc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On November 2, 2023 BRPI and other lenders made a $25.0 million loan to Torticity, LLC, of which BRPI committed $15.0 million, bearing 15.00% a year; BRPI transferred the note to B. Riley Commercial Capital, LLC on November 20, 2023, and the loan remained fully impaired, with no fair value at June 30, 2026. B. Riley's 2025 annual report lists the Torticity loan under related-party loans receivable, alongside the Vintage, Badcock, Freedom VCM Receivables and Conn's loans."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-bebe-franchise","record":{"id":"c-loss-bebe-franchise","kind":"fact","text":"bebe stores, inc., a majority-owned B. Riley subsidiary, operates rent-to-own stores franchised through Freedom VCM. Freedom VCM charged bebe royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024, and bebe bought $9.0 million and $15.3 million of inventory from Freedom VCM in those years; at December 31, 2024 bebe owed related parties $2.8 million for these stores.","source_ids":["src-002"],"entity_ids":["bebe","freedom-vcm-holdings","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: bebe stores, inc., a majority-owned B. Riley subsidiary, operates rent-to-own stores franchised through Freedom VCM. Freedom VCM charged bebe royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024, and bebe bought $9.0 million and $15.3 million of inventory from Freedom VCM in those years; at December 31, 2024 bebe owed related parties $2.8 million for these stores."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-court-exposure","record":{"id":"c-loss-court-exposure","kind":"attributed","text":"The December 12, 2025 order summarises the class plaintiffs' allegations that the company devoted about $480 million of its balance sheet to Freedom VCM, more than its $413.8 million of stockholders' equity, that the VCM loan was its largest single principal investment, at 36% of its loan receivable balance, and that its total financial exposure to Kahn, VCM and Freedom VCM exceeded its shareholder equity.","source_ids":["src-062"],"entity_ids":["brc","freedom-vcm-holdings","vcm","brian-kahn"],"qualification":"Allegations summarised by the court on a motion to dismiss; not findings of fact.","response":"","outcome":""},"reading":"Attributed: The December 12, 2025 order summarises the class plaintiffs' allegations that the company devoted about $480 million of its balance sheet to Freedom VCM, more than its $413.8 million of stockholders' equity, that the VCM loan was its largest single principal investment, at 36% of its loan receivable balance, and that its total financial exposure to Kahn, VCM and Freedom VCM exceeded its shareholder equity."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-press-markdown","record":{"id":"c-loss-press-markdown","kind":"attributed","text":"A newspaper reported in October 2024 that in August 2024 B. Riley announced a markdown of up to $370 million of its Franchise Group investment and the Vintage loan, suspended its quarterly dividend and disclosed SEC subpoenas concerning its dealings with Kahn; the stock fell to a low of $4.51 and Nasdaq halted trading several times, and Riley, who owned 24% of the common stock, later offered to take the company private at $7 a share.","source_ids":["src-102"],"entity_ids":["brc","bryant-riley","frg","vcm","brian-kahn","sec","nasdaq"],"qualification":"Press account. A subpoena is a request for documents or testimony, not a finding of wrongdoing.","response":"Riley said at the time that he was confident regulators would find the firm \"had no involvement with or any knowledge of alleged misconduct concerning Brian Kahn or his affiliates.\"","outcome":""},"reading":"Attributed: A newspaper reported in October 2024 that in August 2024 B. Riley announced a markdown of up to $370 million of its Franchise Group investment and the Vintage loan, suspended its quarterly dividend and disclosed SEC subpoenas concerning its dealings with Kahn; the stock fell to a low of $4.51 and Nasdaq halted trading several times, and Riley, who owned 24% of the common stock, later offered to take the company private at $7 a share."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-loss-press-2025","record":{"id":"c-loss-press-2025","kind":"attributed","text":"A December 2025 newspaper report on Kahn's guilty plea said B. Riley had provided $600 million, through debt it raised, to finance Kahn's $2.8 billion management buyout of Franchise Group in 2023, had taken a 31% stake and had lent Kahn's investment fund $201 million largely secured with FRG shares; it said the failed deal led to large losses and that B. Riley's shares, which approached $90 in 2021, traded at $3.98.","source_ids":["src-071"],"entity_ids":["brc","bryant-riley","brian-kahn","frg","vcm"],"qualification":"Press account; its figures are on a different basis from B. Riley's own filings on the equity interest and the VCM note.","response":"The report noted that Riley has denied knowledge of wrongdoing and that an outside law firm reached the same conclusion.","outcome":""},"reading":"Attributed: A December 2025 newspaper report on Kahn's guilty plea said B. Riley had provided $600 million, through debt it raised, to finance Kahn's $2.8 billion management buyout of Franchise Group in 2023, had taken a 31% stake and had lent Kahn's investment fund $201 million largely secured with FRG shares; it said the failed deal led to large losses and that B. Riley's shares, which approached $90 in 2021, traded at $3.98."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-learned-2023","record":{"id":"c-pro-learned-2023","kind":"fact","text":"B. Riley states that it completed the FRG take-private on August 21, 2023 and that in November 2023 it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund. That fund was Prophecy Asset Management, whose co-founder John Hughes pleaded guilty on November 2, 2023; the U.S. Attorney's Office for the District of New Jersey later described the criminal information against Hughes as alleging a conspiracy with two then-uncharged co-conspirators.","source_ids":["src-002","src-065","src-062","src-102"],"entity_ids":["brc","brian-kahn","prophecy","frg"],"qualification":"","response":"B. Riley states that it had no involvement with, or knowledge of, any of the alleged misconduct concerning that hedge fund, Kahn or his affiliates, and that each separate review and investigation by its Audit Committee confirmed this. After Hughes's plea Kahn said in a statement reported by the press that at no time did he know that Prophecy or its principals were allegedly defrauding investors, nor did he conspire in any fraud.","outcome":"Kahn was charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud.","adverse_subject_ids":["brian-kahn"]},"reading":"Fact: B. Riley states that it completed the FRG take-private on August 21, 2023 and that in November 2023 it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund. That fund was Prophecy Asset Management, whose co-founder John Hughes pleaded guilty on November 2, 2023; the U.S. Attorney's Office for the District of New Jersey later described the criminal information against Hughes as alleging a conspiracy with two then-uncharged co-conspirators."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-sub-adviser","record":{"id":"c-pro-sub-adviser","kind":"attributed","text":"According to the class plaintiffs' amended complaint as summarised by the court on December 12, 2025, from 2017 Kahn also worked as a sub-adviser to Prophecy Asset Management and was allocated the vast majority of its capital; Prophecy filed an arbitration claim against Kahn in May 2020, in which Kahn reportedly agreed to repay $200 million to investors; and investors in one of two securities suits against Prophecy alleged that Kahn moved $160 million from Prophecy into a secret side account that he used to buy his controlling position in FRG.","source_ids":["src-062"],"entity_ids":["brian-kahn","prophecy","frg"],"qualification":"Allegations summarised by the court on a motion to dismiss; the arbitration and the investor suits themselves are not among the retained records.","response":"","outcome":""},"reading":"Attributed: According to the class plaintiffs' amended complaint as summarised by the court on December 12, 2025, from 2017 Kahn also worked as a sub-adviser to Prophecy Asset Management and was allocated the vast majority of its capital; Prophecy filed an arbitration claim against Kahn in May 2020, in which Kahn reportedly agreed to repay $200 million to investors; and investors in one of two securities suits against Prophecy alleged that Kahn moved $160 million from Prophecy into a secret side account that he used to buy his controlling position in FRG."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-press-settlement","record":{"id":"c-pro-press-settlement","kind":"attributed","text":"Press accounts differ on the settlement of the Prophecy dispute: a 2024 news-agency report said the civil suit accusing Kahn of diverting Prophecy money to finance what became FRG was settled confidentially, with Kahn agreeing to pay more than $200 million, while an October 2024 newspaper report said Kahn denied wrongdoing but settled for about $70 million in arbitration. The news-agency report added that short sellers argued that, if the diversion allegation were true, Kahn had no right to transfer FRG shares to B. Riley or to pledge them to Nomura, and that none of this had been proven in public.","source_ids":["src-075","src-102"],"entity_ids":["brian-kahn","prophecy","brc","nomura","frg"],"qualification":"Press accounts that conflict on the amount; the settlement terms are not among the retained records.","response":"According to the news-agency report, B. Riley says its borrowing was sound.","outcome":""},"reading":"Attributed: Press accounts differ on the settlement of the Prophecy dispute: a 2024 news-agency report said the civil suit accusing Kahn of diverting Prophecy money to finance what became FRG was settled confidentially, with Kahn agreeing to pay more than $200 million, while an October 2024 newspaper report said Kahn denied wrongdoing but settled for about $70 million in arbitration. The news-agency report added that short sellers argued that, if the diversion allegation were true, Kahn had no right to transfer FRG shares to B. Riley or to pledge them to Nomura, and that none of this had been proven in public."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-sec-complaint","record":{"id":"c-pro-sec-complaint","kind":"attributed","text":"On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Brian Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. According to the complaint, most of the funds' capital went to Kahn, whose trading losses far exceeded the cash collateral he had contributed, and Prophecy indefinitely suspended redemptions by March 2020, after losses exceeded $350 million. The SEC charged violations of the antifraud provisions of the Securities Act, the Exchange Act and the Investment Advisers Act and sought permanent injunctions, civil penalties and officer-and-director bars against Spotts and Kahn.","source_ids":["src-039","src-064"],"entity_ids":["sec","prophecy","brian-kahn"],"qualification":"Allegations in an SEC civil complaint; the retained records contain no decision on the merits.","response":"","outcome":"The court docket records an order on the United States' motion to intervene on February 17, 2026 and the case as terminated on May 19, 2026; the retained records contain no ruling on the merits.","adverse_subject_ids":["brian-kahn","prophecy"]},"reading":"Attributed: On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Brian Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. According to the complaint, most of the funds' capital went to Kahn, whose trading losses far exceeded the cash collateral he had contributed, and Prophecy indefinitely suspended redemptions by March 2020, after losses exceeded $350 million. The SEC charged violations of the antifraud provisions of the Securities Act, the Exchange Act and the Investment Advisers Act and sought permanent injunctions, civil penalties and officer-and-director bars against Spotts and Kahn."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-spotts-indictment","record":{"id":"c-pro-spotts-indictment","kind":"fact","text":"On September 29, 2025 the U.S. Attorney's Office for the District of New Jersey announced that Prophecy co-founder and chief executive Jeffrey Spotts had been arraigned on an indictment charging conspiracy to commit wire fraud, wire fraud, conspiracy to commit securities fraud and securities fraud, and that co-founder John Hughes had previously pleaded guilty. According to the indictment, Spotts and Hughes allocated most of the funds' capital to a single, primary sub-adviser without requiring cash collateral and did not suspend his trading although he sustained about $290 million of losses, and the scheme caused over $294 million of losses to victims.","source_ids":["src-052"],"entity_ids":["prophecy"],"qualification":"Allegations in an indictment; the release states that the defendant is presumed innocent unless and until proven guilty. The release does not name the sub-adviser.","response":"","outcome":"","adverse_subject_ids":["prophecy"]},"reading":"Fact: On September 29, 2025 the U.S. Attorney's Office for the District of New Jersey announced that Prophecy co-founder and chief executive Jeffrey Spotts had been arraigned on an indictment charging conspiracy to commit wire fraud, wire fraud, conspiracy to commit securities fraud and securities fraud, and that co-founder John Hughes had previously pleaded guilty. According to the indictment, Spotts and Hughes allocated most of the funds' capital to a single, primary sub-adviser without requiring cash collateral and did not suspend his trading although he sustained about $290 million of losses, and the scheme caused over $294 million of losses to victims."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-stay","record":{"id":"c-pro-stay","kind":"fact","text":"On November 14, 2025 the United States moved to intervene in the SEC case and to stay it pending the related criminal cases, United States v. John Hughes (Crim. No. 23-867) and United States v. Jeffrey Spotts (Crim. No. 25-519), stating that the SEC's allegations substantially overlapped with them; the motion reported that Kahn did not object. The docket shows an order on the motion on February 17, 2026 and records the civil case as terminated on May 19, 2026.","source_ids":["src-065","src-064"],"entity_ids":["sec","prophecy","brian-kahn"],"qualification":"The docket entries do not state the content of the February 2026 order or the reason for termination; the retained docket shows no merits ruling.","response":"","outcome":""},"reading":"Fact: On November 14, 2025 the United States moved to intervene in the SEC case and to stay it pending the related criminal cases, United States v. John Hughes (Crim. No. 23-867) and United States v. Jeffrey Spotts (Crim. No. 25-519), stating that the SEC's allegations substantially overlapped with them; the motion reported that Kahn did not object. The docket shows an order on the motion on February 17, 2026 and records the civil case as terminated on May 19, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-charge-plea","record":{"id":"c-pro-charge-plea","kind":"fact","text":"B. Riley reports that on November 10, 2025 news reports and a court filing by the U.S. Attorney's Office for the District of New Jersey indicated that Kahn had been charged with securities fraud in connection with his activities as a Prophecy sub-adviser, and that at a hearing before the New Jersey District Court on December 10, 2025 Kahn pleaded guilty to one count of conspiracy to commit securities fraud.","source_ids":["src-002","src-014"],"entity_ids":["brian-kahn","prophecy","brc"],"qualification":"The charge and plea are reported in B. Riley's filings and in the press; the plea agreement and any judgment are not among the retained records.","response":"","outcome":"In its quarterly report for the period ended June 30, 2026, B. Riley stated that Kahn was awaiting sentencing.","adverse_subject_ids":["brian-kahn"]},"reading":"Fact: B. Riley reports that on November 10, 2025 news reports and a court filing by the U.S. Attorney's Office for the District of New Jersey indicated that Kahn had been charged with securities fraud in connection with his activities as a Prophecy sub-adviser, and that at a hearing before the New Jersey District Court on December 10, 2025 Kahn pleaded guilty to one count of conspiracy to commit securities fraud."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-pro-plea-detail","record":{"id":"c-pro-plea-detail","kind":"attributed","text":"According to a newspaper report, an assistant U.S. attorney said at the plea hearing in Trenton that Kahn conspired to \"defraud dozens of investors who had invested approximately $360 million\". The FRG Litigation Trust's complaint states that in his plea agreement (United States v. Kahn, No. 25-cr-700, D.N.J.) Kahn agreed that the losses for U.S. Sentencing Guidelines purposes were in the range of $150 million to $250 million.","source_ids":["src-071","src-049"],"entity_ids":["brian-kahn","frg-trust"],"qualification":"A prosecutor's statement as reported by the press and a civil complaint's description of the plea agreement; the plea agreement itself is not among the retained records.","response":"","outcome":"","adverse_subject_ids":["brian-kahn"]},"reading":"Attributed: According to a newspaper report, an assistant U.S. attorney said at the plea hearing in Trenton that Kahn conspired to \"defraud dozens of investors who had invested approximately $360 million\". The FRG Litigation Trust's complaint states that in his plea agreement (United States v. Kahn, No. 25-cr-700, D.N.J.) Kahn agreed that the losses for U.S. Sentencing Guidelines purposes were in the range of $150 million to $250 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-subpoenas-2024","record":{"id":"c-sec-subpoenas-2024","kind":"fact","text":"On July 3, 2024 BRC (then B. Riley Financial) and its Chairman and Co-Chief Executive Officer Bryant Riley each received a subpoena from the 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.","source_ids":["src-014","src-002"],"entity_ids":["brc","bryant-riley","sec","brian-kahn","frg","freedom-vcm-holdings"],"qualification":"A subpoena is a request for documents and information. The company states that receipt of the subpoenas is not an indication that the SEC or its staff has determined that any violation of law has occurred; no SEC finding or enforcement action concerning the company or Riley appears in the records reviewed for this dossier.","response":"The company states that both it and Riley are responding to the subpoenas and are fully cooperating with the SEC.","outcome":"No SEC finding, charge or closure concerning the company or Riley appears in the retained records; the latest status they record is that in June 2026 the SEC issued subpoenas to certain current and former employees seeking their testimony.","adverse_subject_ids":["brc","bryant-riley"]},"reading":"Fact: On July 3, 2024 BRC (then B. Riley Financial) and its Chairman and Co-Chief Executive Officer Bryant Riley each received a subpoena from the 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-testimony-2026","record":{"id":"c-sec-testimony-2026","kind":"fact","text":"BRC's quarterly report filed in 2026 states that in June 2026 the SEC issued subpoenas to certain current and former employees seeking their testimony, in the inquiry that began with the 2024 subpoenas to the company and Bryant Riley.","source_ids":["src-014"],"entity_ids":["brc","sec","bryant-riley"],"qualification":"The testimony subpoenas are requests made in a continuing inquiry. The company repeats that receipt of subpoenas is not an indication that the SEC or its staff has determined that any violations of law have occurred.","response":"The company states that it and Riley are responding to the subpoenas and are fully cooperating with the SEC.","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: BRC's quarterly report filed in 2026 states that in June 2026 the SEC issued subpoenas to certain current and former employees seeking their testimony, in the inquiry that began with the 2024 subpoenas to the company and Bryant Riley."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-internal-review","record":{"id":"c-sec-internal-review","kind":"attributed","text":"BRC states that, as previously disclosed on April 23, 2024, its Audit Committee conducted an internal review with the assistance of the company's legal counsel Sullivan & Cromwell LLP and separately retained Winston & Strawn LLP as independent counsel to investigate transactions between Brian Kahn and his affiliates and the company and its affiliates, and that both the review and the investigation confirmed that the company and its executives, including Bryant Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Kahn or his affiliates. The Delaware Court of Chancery, reciting the stockholder complaint in a derivative case, noted that director Randall E. Paulson reported to the board in mid-March 2024 that Winston & Strawn's investigation was complete and \"did not uncover a single badge of fraud\" by B. Riley, and that the findings were disclosed in an April 2024 Form 8-K.","source_ids":["src-014","src-055"],"entity_ids":["brc","winston-strawn","bryant-riley","brian-kahn","randall-paulson"],"qualification":"These conclusions are the company's own description of reviews its Audit Committee commissioned; the review reports themselves are not in the retained records. Plaintiffs in later derivative demands criticized the internal investigations, and the SEC inquiry was continuing in 2026.","response":"","outcome":"The Court of Chancery, reciting the derivative complaint, also noted that on February 19, 2024 Sullivan & Cromwell reported to the board that it found no evidence of misconduct by B. Riley personnel or knowledge of the fraudulent activities at Prophecy “before the November 2023 take-private announcement”, in the court's words; the plaintiff alleged that using the company's existing counsel ensured an exonerating result."},"reading":"Attributed: BRC states that, as previously disclosed on April 23, 2024, its Audit Committee conducted an internal review with the assistance of the company's legal counsel Sullivan & Cromwell LLP and separately retained Winston & Strawn LLP as independent counsel to investigate transactions between Brian Kahn and his affiliates and the company and its affiliates, and that both the review and the investigation confirmed that the company and its executives, including Bryant Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Kahn or his affiliates. The Delaware Court of Chancery, reciting the stockholder complaint in a derivative case, noted that director Randall E. Paulson reported to the board in mid-March 2024 that Winston & Strawn's investigation was complete and \"did not uncover a single badge of fraud\" by B. Riley, and that the findings were disclosed in an April 2024 Form 8-K."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-petrillo","record":{"id":"c-sec-petrillo","kind":"attributed","text":"According to the amended complaint in the federal securities class action, as recited by the court in its December 12, 2025 order, days after John Hughes pleaded guilty on November 2, 2023 to conspiracy to commit securities fraud in connection with his role in the Prophecy Asset Management fraud, the company formally retained the law firm Petrillo Klein & Boxer LLP to investigate whether any of its directors, officers or employees were involved in, or had knowledge of, Kahn's alleged misconduct.","source_ids":["src-062","src-070"],"entity_ids":["brc","brian-kahn","prophecy"],"qualification":"This is the plaintiffs' account as summarized by the court for a motion to dismiss; the company's own filings describe the later Audit Committee review with Sullivan & Cromwell and the independent investigation by Winston & Strawn. Franchise Group's chief restructuring officer stated in a declaration dated November 4, 2024 that it was Franchise Group that retained Petrillo Klein & Boxer after learning of Kahn's alleged involvement, and that the investigation concluded that neither Franchise Group nor its directors, officers or employees other than Kahn had any involvement in or knowledge of his alleged misconduct; the two accounts differ on which company retained the firm.","response":"","outcome":""},"reading":"Attributed: According to the amended complaint in the federal securities class action, as recited by the court in its December 12, 2025 order, days after John Hughes pleaded guilty on November 2, 2023 to conspiracy to commit securities fraud in connection with his role in the Prophecy Asset Management fraud, the company formally retained the law firm Petrillo Klein & Boxer LLP to investigate whether any of its directors, officers or employees were involved in, or had knowledge of, Kahn's alleged misconduct."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-corpfin-letter","record":{"id":"c-sec-corpfin-letter","kind":"fact","text":"In a letter dated September 23, 2024 to Chief Financial Officer Phillip J. Ahn, the SEC's Division of Corporation Finance told B. Riley Financial, Inc. that it had completed its review of the company's Form 8-K filed April 8, 2024 (File No. 001-37503), reminding the company that it and its management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action or absence of action by the staff.","source_ids":["src-057"],"entity_ids":["sec","brc","phillip-ahn"],"qualification":"A letter completing a filing review is routine staff correspondence; it is neither a finding of compliance nor of any violation, and it is separate from the enforcement subpoenas.","response":"","outcome":""},"reading":"Fact: In a letter dated September 23, 2024 to Chief Financial Officer Phillip J. Ahn, the SEC's Division of Corporation Finance told B. Riley Financial, Inc. that it had completed its review of the company's Form 8-K filed April 8, 2024 (File No. 001-37503), reminding the company that it and its management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action or absence of action by the staff."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-press-widened","record":{"id":"c-sec-press-widened","kind":"attributed","text":"In August 2024 a press report citing unnamed people familiar with the matter said the SEC was assessing whether B. Riley adequately disclosed the risks embedded in some of its assets, was seeking information on interactions between Bryant Riley and his longtime business partner Brian Kahn, and was reviewing possible improper trading by other insiders and the movement of receivables between companies, in civil probes running alongside a federal criminal inquiry in New Jersey into the collapse of the Prophecy Asset Management fund.","source_ids":["src-108"],"entity_ids":["brc","bryant-riley","brian-kahn","sec","prophecy"],"qualification":"The report relied on anonymous sources and the SEC had not announced any inquiry. The same report stated that Kahn, Riley and their companies had not been charged with anything and that the probes could conclude with no action against any of them.","response":"On an investor call reported in the same article, Bryant Riley said he and the company were responding to the July 2024 subpoenas and fully cooperating, and that they were confident the SEC would reach the same conclusion as the company's internal investigation: that they had no involvement with or knowledge of any alleged misconduct concerning Kahn or his affiliates.","outcome":"","adverse_subject_ids":["brc","bryant-riley"]},"reading":"Attributed: In August 2024 a press report citing unnamed people familiar with the matter said the SEC was assessing whether B. Riley adequately disclosed the risks embedded in some of its assets, was seeking information on interactions between Bryant Riley and his longtime business partner Brian Kahn, and was reviewing possible improper trading by other insiders and the movement of receivables between companies, in civil probes running alongside a federal criminal inquiry in New Jersey into the collapse of the Prophecy Asset Management fund."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-aug2024-reaction","record":{"id":"c-sec-aug2024-reaction","kind":"attributed","text":"A press account published on August 21, 2024 reported that B. Riley's stock collapsed on August 12 (2024) on word that Bryant Riley and the company had received SEC subpoenas and that the company was headed for its worst quarterly loss, largely because of its investment in Kahn's business, and that U.S. authorities had widened their investigation of Kahn and his dealings with Riley and the firm.","source_ids":["src-075"],"entity_ids":["brc","bryant-riley","brian-kahn"],"qualification":"The account does not identify the authorities' sources or scope beyond the subpoenas the company itself disclosed; the subpoenas are requests, not findings.","response":"","outcome":""},"reading":"Attributed: A press account published on August 21, 2024 reported that B. Riley's stock collapsed on August 12 (2024) on word that Bryant Riley and the company had received SEC subpoenas and that the company was headed for its worst quarterly loss, largely because of its investment in Kahn's business, and that U.S. authorities had widened their investigation of Kahn and his dealings with Riley and the firm."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-unasserted","record":{"id":"c-sec-unasserted","kind":"fact","text":"BRC's financial statements for 2025 and for the quarter ended June 30, 2026 state that, beyond pending claims and regulatory reviews, the company and its subsidiaries are subject to the risk of unasserted claims, including matters related to Brian Kahn and the company's investment in Freedom VCM, and that the company has not accrued for any such contingent liabilities, which could have a material adverse impact on its financial condition if realized.","source_ids":["src-014","src-002"],"entity_ids":["brc","brian-kahn","freedom-vcm-holdings"],"qualification":"","response":"The company states that if such claims are made it believes it has valid defenses and that any such claim would be without merit.","outcome":""},"reading":"Fact: BRC's financial statements for 2025 and for the quarter ended June 30, 2026 state that, beyond pending claims and regulatory reviews, the company and its subsidiaries are subject to the risk of unasserted claims, including matters related to Brian Kahn and the company's investment in Freedom VCM, and that the company has not accrued for any such contingent liabilities, which could have a material adverse impact on its financial condition if realized."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sec-finra-cause","record":{"id":"c-sec-finra-cause","kind":"fact","text":"The audited statement of financial condition of B. Riley Wealth Management, Inc. for 2024, filed with the SEC in April 2025, states that as of December 31, 2024 the broker-dealer was undergoing a cause examination by FINRA, its designated self-regulatory organization, and that no estimate could be made.","source_ids":["src-076","src-077"],"entity_ids":["brwm","brc"],"qualification":"A FINRA cause examination is a regulatory inquiry that may follow customer complaints or tips; its existence is not a finding of any violation, and no outcome appears in the retained records.","response":"In an emailed statement reported in April 2025, B. Riley said the filing referred to a routine FINRA request for additional information that B. Riley Wealth Management receives regularly, and that the firm had responded to and complied with the request.","outcome":"","adverse_subject_ids":["brwm"]},"reading":"Fact: The audited statement of financial condition of B. Riley Wealth Management, Inc. for 2024, filed with the SEC in April 2025, states that as of December 31, 2024 the broker-dealer was undergoing a cause examination by FINRA, its designated self-regulatory organization, and that no estimate could be made."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sec-class-filing","record":{"id":"c-lit-sec-class-filing","kind":"attributed","text":"On January 24, 2024 a stockholder filed a putative securities class action in the U.S. District Court for the Central District of California against B. Riley Financial, Bryant Riley, Tom Kelleher and Phillip Ahn on behalf of purchasers of the company's common stock between May 10, 2023 and November 9, 2023 (Case No. 2:24-cv-00662). A second putative class action filed on March 15, 2024 by a revocable trust was consolidated with it on August 8, 2024, and on February 4, 2025 the court appointed that trust lead plaintiff. The amended complaint filed on April 21, 2025, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act, alleges that the company failed to disclose material financial details of the going-private transaction involving FRG and made false or misleading statements about its lending practices, its concentration of risk in transactions with Brian Kahn and his affiliates, its loan portfolio, its due diligence and risk management, and its scrutiny of Kahn after learning he was potentially implicated in a fraud involving an unrelated party.","source_ids":["src-014","src-060"],"entity_ids":["brc","bryant-riley","tom-kelleher","phillip-ahn","brian-kahn","frg"],"qualification":"These are the plaintiffs' allegations; the court's December 12, 2025 order on the motion to dismiss assessed only whether they were adequately pleaded, and no ruling on the merits has been made.","response":"The company states that it cannot estimate the potential liability, if any, that it believes these claims are meritless and that it intends to defend these actions.","outcome":"","adverse_subject_ids":["brc","bryant-riley"]},"reading":"Attributed: On January 24, 2024 a stockholder filed a putative securities class action in the U.S. District Court for the Central District of California against B. Riley Financial, Bryant Riley, Tom Kelleher and Phillip Ahn on behalf of purchasers of the company's common stock between May 10, 2023 and November 9, 2023 (Case No. 2:24-cv-00662). A second putative class action filed on March 15, 2024 by a revocable trust was consolidated with it on August 8, 2024, and on February 4, 2025 the court appointed that trust lead plaintiff. The amended complaint filed on April 21, 2025, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act, alleges that the company failed to disclose material financial details of the going-private transaction involving FRG and made false or misleading statements about its lending practices, its concentration of risk in transactions with Brian Kahn and his affiliates, its loan portfolio, its due diligence and risk management, and its scrutiny of Kahn after learning he was potentially implicated in a fraud involving an unrelated party."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sec-class-order","record":{"id":"c-lit-sec-class-order","kind":"fact","text":"In an order dated December 12, 2025, Judge Sherilyn Peace Garnett of the U.S. District Court for the Central District of California granted in part and denied in part the defendants' motion to dismiss the consolidated amended complaint in In re B. Riley Financial, Inc. Securities Litigation (No. 2:24-cv-00662). The plaintiffs challenged 24 statements as false or misleading in light of the company's business relationship with Brian Kahn; without parsing each one, the court held that the plaintiffs had sufficiently alleged that, at a minimum, the company's disclosures about the FRG buyout were materially misleading. The Section 10(b) claim survived against Bryant Riley and, through him, the company, and was dismissed as to Phillip Ahn and Thomas Kelleher because the plaintiffs had not sufficiently alleged that either acted with the required intent (scienter). The plaintiffs were given 21 days to file a second amended complaint.","source_ids":["src-062","src-061","src-014"],"entity_ids":["brc","bryant-riley","phillip-ahn","tom-kelleher","brian-kahn","frg"],"qualification":"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.","response":"","outcome":"The defendants answered the amended complaint on February 17, 2026, and the case moved into discovery and class certification.","adverse_subject_ids":["brc","bryant-riley"]},"reading":"Fact: In an order dated December 12, 2025, Judge Sherilyn Peace Garnett of the U.S. District Court for the Central District of California granted in part and denied in part the defendants' motion to dismiss the consolidated amended complaint in In re B. Riley Financial, Inc. Securities Litigation (No. 2:24-cv-00662). The plaintiffs challenged 24 statements as false or misleading in light of the company's business relationship with Brian Kahn; without parsing each one, the court held that the plaintiffs had sufficiently alleged that, at a minimum, the company's disclosures about the FRG buyout were materially misleading. The Section 10(b) claim survived against Bryant Riley and, through him, the company, and was dismissed as to Phillip Ahn and Thomas Kelleher because the plaintiffs had not sufficiently alleged that either acted with the required intent (scienter). The plaintiffs were given 21 days to file a second amended complaint."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sec-class-scienter","record":{"id":"c-lit-sec-class-scienter","kind":"fact","text":"In the same December 12, 2025 order, the court inferred, for purposes of the motion only, that given Bryant Riley's abrupt resignation from the FRG board, his personal involvement in the FRG buyout, the size of the buyout and Kahn's importance to the company's business, Riley was at least aware of public allegations that Kahn had engaged in fraud, and that the inference that Riley acted with deliberate recklessness was at least as compelling as any nonculpable explanation for the company's failure to disclose the loan to Vintage Capital Management (the VCM loan).","source_ids":["src-062","src-014"],"entity_ids":["bryant-riley","brc","frg","brian-kahn","vcm"],"qualification":"This is a pleading-stage inference drawn from the complaint's allegations, which the court must accept as true for the motion; it is not a factual finding about Riley's state of mind.","response":"The company states that it believes the claims are meritless and intends to defend the actions.","outcome":"","adverse_subject_ids":["bryant-riley"]},"reading":"Fact: In the same December 12, 2025 order, the court inferred, for purposes of the motion only, that given Bryant Riley's abrupt resignation from the FRG board, his personal involvement in the FRG buyout, the size of the buyout and Kahn's importance to the company's business, Riley was at least aware of public allegations that Kahn had engaged in fraud, and that the inference that Riley acted with deliberate recklessness was at least as compelling as any nonculpable explanation for the company's failure to disclose the loan to Vintage Capital Management (the VCM loan)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sec-class-20a","record":{"id":"c-lit-sec-class-20a","kind":"fact","text":"The December 12, 2025 order let the control-person claim under Section 20(a) of the Exchange Act proceed against Bryant Riley, Phillip Ahn and Thomas Kelleher, because the plaintiffs alleged that Riley was directly involved in the FRG buyout and that all three signed financial statements addressing the equity investment in the buyout that omitted the VCM loan.","source_ids":["src-062"],"entity_ids":["bryant-riley","phillip-ahn","tom-kelleher","brc","frg"],"qualification":"The court held only that these allegations were sufficient to survive a motion to dismiss; no liability has been determined.","response":"","outcome":"","adverse_subject_ids":["bryant-riley","tom-kelleher","phillip-ahn"]},"reading":"Fact: The December 12, 2025 order let the control-person claim under Section 20(a) of the Exchange Act proceed against Bryant Riley, Phillip Ahn and Thomas Kelleher, because the plaintiffs alleged that Riley was directly involved in the FRG buyout and that all three signed financial statements addressing the equity investment in the buyout that omitted the VCM loan."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sec-class-schedule","record":{"id":"c-lit-sec-class-schedule","kind":"fact","text":"On June 18, 2026 the court in the federal securities class action set a final pretrial conference for November 3, 2027 and trial for January 4, 2028; on September 1, 2026 the plaintiffs applied to file their motion for class certification under seal.","source_ids":["src-061"],"entity_ids":["brc","bryant-riley"],"qualification":"These are scheduling entries in a pending case; dates can change and no trial has taken place.","response":"","outcome":""},"reading":"Fact: On June 18, 2026 the court in the federal securities class action set a final pretrial conference for November 3, 2027 and trial for January 4, 2028; on September 1, 2026 the plaintiffs applied to file their motion for class certification under seal."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-notes-class","record":{"id":"c-lit-notes-class","kind":"attributed","text":"On May 2, 2024 a putative class action was filed in the Superior Court of California, County of Los Angeles, on behalf of purchasers of the company's senior notes issued under its January 28, 2021 shelf registration and the prospectuses of August 4 and December 2, 2021. It asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933 against the company, some current and former officers and directors and the underwriters of those offerings. The amended complaint of September 27, 2024 alleges that the offering documents failed to tell investors that Brian Kahn or entities he controlled were engaged in illicit business activities, that the company nonetheless continued to finance Kahn's transactions, eventually enabling the FRG take-private, and that this was reasonably likely to draw regulatory scrutiny and reputational harm.","source_ids":["src-014"],"entity_ids":["brc","brian-kahn","frg"],"qualification":"These are allegations in a pending case; no ruling on them appears in the records reviewed.","response":"The company states that it believes these claims are meritless and intends to defend the action.","outcome":"","adverse_subject_ids":["brc"]},"reading":"Attributed: On May 2, 2024 a putative class action was filed in the Superior Court of California, County of Los Angeles, on behalf of purchasers of the company's senior notes issued under its January 28, 2021 shelf registration and the prospectuses of August 4 and December 2, 2021. It asserts claims under Sections 11, 12 and 15 of the Securities Act of 1933 against the company, some current and former officers and directors and the underwriters of those offerings. The amended complaint of September 27, 2024 alleges that the offering documents failed to tell investors that Brian Kahn or entities he controlled were engaged in illicit business activities, that the company nonetheless continued to finance Kahn's transactions, eventually enabling the FRG take-private, and that this was reasonably likely to draw regulatory scrutiny and reputational harm."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-delderiv-dismissal","record":{"id":"c-lit-delderiv-dismissal","kind":"fact","text":"A stockholder derivative complaint filed on February 14, 2025 in the Delaware Court of Chancery (C.A. No. 2025-0164-LWW) on behalf of B. Riley Financial, as nominal defendant, against directors Bryant R. Riley, Robert L. Antin, Tammy Brandt, Robert D’Agostino, Thomas J. Kelleher, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters alleged breaches of fiduciary duty over the company's involvement with Brian Kahn, misconduct and waste, including improper compensation. In a memorandum opinion by Vice Chancellor Will, decided March 30, 2026, the court granted the defendants' motions to dismiss under Court of Chancery Rule 23.1 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, and dismissed the complaint in full without reaching the merits.","source_ids":["src-014","src-055","src-114","src-100"],"entity_ids":["brc","bryant-riley","robert-antin","tammy-brandt","robert-dagostino","tom-kelleher","renee-labran","randall-paulson","michael-sheldon","mimi-walters","brian-kahn"],"qualification":"The opinion's cover page prints the decision date as March 30, 2025, but the matter was submitted on December 22, 2025; the company's filings and the court's published listing give March 30, 2026. A dismissal for failure to make a pre-suit demand is not a ruling on whether the alleged breaches occurred.","response":"Bryant Riley told analysts after the ruling that the company believes the outcome reflects the integrity of its board and governance processes.","outcome":"On April 29, 2026 the plaintiff appealed to the Delaware Supreme Court."},"reading":"Fact: A stockholder derivative complaint filed on February 14, 2025 in the Delaware Court of Chancery (C.A. No. 2025-0164-LWW) on behalf of B. Riley Financial, as nominal defendant, against directors Bryant R. Riley, Robert L. Antin, Tammy Brandt, Robert D’Agostino, Thomas J. Kelleher, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters alleged breaches of fiduciary duty over the company's involvement with Brian Kahn, misconduct and waste, including improper compensation. In a memorandum opinion by Vice Chancellor Will, decided March 30, 2026, the court granted the defendants' motions to dismiss under Court of Chancery Rule 23.1 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, and dismissed the complaint in full without reaching the merits."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-delderiv-prophecy","record":{"id":"c-lit-delderiv-prophecy","kind":"fact","text":"In dismissing the Delaware derivative case, the Court of Chancery described it as a hindsight critique of a business decision: B. Riley had invested hundreds of millions of dollars in 2023 to facilitate the take-private of Franchise Group, led by Brian Kahn, a friend of Bryant Riley; months later Kahn was implicated in a securities fraud that occurred not at B. Riley or Franchise Group but at Prophecy Asset Management, a third party with which Kahn was affiliated and B. Riley was not; and nothing suggested that the board knew about the wrongdoing at Prophecy at the time of the take-private.","source_ids":["src-055"],"entity_ids":["brc","bryant-riley","brian-kahn","frg","prophecy"],"qualification":"These are the court's characterizations in ruling on demand futility; they bind only that case and are subject to the pending appeal.","response":"","outcome":""},"reading":"Fact: In dismissing the Delaware derivative case, the Court of Chancery described it as a hindsight critique of a business decision: B. Riley had invested hundreds of millions of dollars in 2023 to facilitate the take-private of Franchise Group, led by Brian Kahn, a friend of Bryant Riley; months later Kahn was implicated in a securities fraud that occurred not at B. Riley or Franchise Group but at Prophecy Asset Management, a third party with which Kahn was affiliated and B. Riley was not; and nothing suggested that the board knew about the wrongdoing at Prophecy at the time of the take-private."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-delderiv-board-approval","record":{"id":"c-lit-delderiv-board-approval","kind":"attributed","text":"As recited by the Court of Chancery from the derivative complaint, B. Riley's board met on May 8, 2023 to consider the FRG take-private, with co-CEO Bryant Riley presenting on the basis of January 2023 FRG projections that the plaintiff called stale and alleged concealed FRG's deteriorating condition; director Randall E. Paulson, who had joined the company's deal-team meetings with FRG, did not mention FRG's May 5 projections; no formal vote was taken at the meeting, and on May 9 the board approved B. Riley's participation by unanimous written consent. On May 10, 2023 FRG announced the $2.6 billion take-private, in which B. Riley and a private equity partner would acquire 64% of FRG's common stock at $30 per share.","source_ids":["src-055"],"entity_ids":["brc","bryant-riley","randall-paulson","frg"],"qualification":"The characterizations of the projections are the plaintiff's allegations, which the court accepted only for the motion; the court dismissed the case without finding any breach.","response":"","outcome":""},"reading":"Attributed: As recited by the Court of Chancery from the derivative complaint, B. Riley's board met on May 8, 2023 to consider the FRG take-private, with co-CEO Bryant Riley presenting on the basis of January 2023 FRG projections that the plaintiff called stale and alleged concealed FRG's deteriorating condition; director Randall E. Paulson, who had joined the company's deal-team meetings with FRG, did not mention FRG's May 5 projections; no formal vote was taken at the meeting, and on May 9 the board approved B. Riley's participation by unanimous written consent. On May 10, 2023 FRG announced the $2.6 billion take-private, in which B. Riley and a private equity partner would acquire 64% of FRG's common stock at $30 per share."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-delderiv-independence","record":{"id":"c-lit-delderiv-independence","kind":"fact","text":"In its opinion dismissing the Delaware derivative case the Court of Chancery assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley; it noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play” and declined to address the remaining four directors. The court described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships.","source_ids":["src-055"],"entity_ids":["tammy-brandt","mimi-walters","michael-sheldon","robert-dagostino","renee-labran","tom-kelleher","robert-antin","bryant-riley","brc"],"qualification":"The ruling concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose.","response":"","outcome":""},"reading":"Fact: In its opinion dismissing the Delaware derivative case the Court of Chancery assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley; it noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play” and declined to address the remaining four directors. The court described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-indep-sheldon","record":{"id":"c-lit-indep-sheldon","kind":"attributed","text":"In the Delaware derivative case the plaintiff challenged director Michael J. Sheldon's independence from Bryant Riley on the basis of $627,812 of ordinary director compensation, his status as a Facebook friend of Riley, his disclosure of their friendship on a directors' and officers' questionnaire, and their service together on the board of Aldila, Inc. about fifteen years earlier.","source_ids":["src-055"],"entity_ids":["michael-sheldon","bryant-riley","aldila","brc"],"qualification":"These are the plaintiff's allegations as recited by the court.","response":"","outcome":"The Court of Chancery held that the complaint did not show that Sheldon lacked independence and dismissed the case under Rule 23.1; an appeal is pending."},"reading":"Attributed: In the Delaware derivative case the plaintiff challenged director Michael J. Sheldon's independence from Bryant Riley on the basis of $627,812 of ordinary director compensation, his status as a Facebook friend of Riley, his disclosure of their friendship on a directors' and officers' questionnaire, and their service together on the board of Aldila, Inc. about fifteen years earlier."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-indep-dagostino","record":{"id":"c-lit-indep-dagostino","kind":"attributed","text":"The plaintiff in the Delaware derivative case alleged that director Robert D’Agostino, a board member since 2015 and Audit Committee member, lacked independence because of a 20-year personal and professional relationship with Bryant Riley: the two attended Lehigh University, belonged to the same fraternity and meet socially, as acknowledged in a directors' and officers' questionnaire; the plaintiff also cited $665,896 of ordinary director compensation, past service on other boards with Riley, and B. Riley's role as exclusive financial adviser to Q-Mation, Inc., where D’Agostino is President.","source_ids":["src-055"],"entity_ids":["robert-dagostino","bryant-riley","q-mation","brc"],"qualification":"These are the plaintiff's allegations as recited by the court.","response":"","outcome":"The Court of Chancery held that the complaint did not show that D’Agostino lacked independence and dismissed the case under Rule 23.1; an appeal is pending."},"reading":"Attributed: The plaintiff in the Delaware derivative case alleged that director Robert D’Agostino, a board member since 2015 and Audit Committee member, lacked independence because of a 20-year personal and professional relationship with Bryant Riley: the two attended Lehigh University, belonged to the same fraternity and meet socially, as acknowledged in a directors' and officers' questionnaire; the plaintiff also cited $665,896 of ordinary director compensation, past service on other boards with Riley, and B. Riley's role as exclusive financial adviser to Q-Mation, Inc., where D’Agostino is President."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-indep-walters","record":{"id":"c-lit-indep-walters","kind":"attributed","text":"The plaintiff in the Delaware derivative case argued that director Mimi K. Walters would not have been appointed to the board of Eos Energy Enterprises but for Bryant Riley and had acquiesced to him, and pointed to the roughly $1.3 million she received for serving on the Eos and B. Riley boards.","source_ids":["src-055"],"entity_ids":["mimi-walters","bryant-riley","eos","brc"],"qualification":"These are the plaintiff's allegations as recited by the court.","response":"","outcome":"The court held that being appointed by a person does not, without more, destroy independence, found that the complaint did not show Walters lacked independence, and dismissed the case under Rule 23.1; an appeal is pending."},"reading":"Attributed: The plaintiff in the Delaware derivative case argued that director Mimi K. Walters would not have been appointed to the board of Eos Energy Enterprises but for Bryant Riley and had acquiesced to him, and pointed to the roughly $1.3 million she received for serving on the Eos and B. Riley boards."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-indep-brandt","record":{"id":"c-lit-indep-brandt","kind":"attributed","text":"The plaintiff in the Delaware derivative case tried to classify director Tammy Brandt as a de facto employee of B. Riley because she had been Chief Legal Officer of FaZe Clan, which merged in 2022 with a B. Riley affiliate to form FaZe Holdings, arguing that about $3 million of payments to her from the post-merger company were effectively made by B. Riley.","source_ids":["src-055"],"entity_ids":["tammy-brandt","faze-clan","faze-holdings","brc","bryant-riley"],"qualification":"These are the plaintiff's allegations as recited by the court.","response":"","outcome":"The Court of Chancery rejected the argument and held that the complaint did not show Brandt lacked independence, dismissing the case under Rule 23.1; an appeal is pending."},"reading":"Attributed: The plaintiff in the Delaware derivative case tried to classify director Tammy Brandt as a de facto employee of B. Riley because she had been Chief Legal Officer of FaZe Clan, which merged in 2022 with a B. Riley affiliate to form FaZe Holdings, arguing that about $3 million of payments to her from the post-merger company were effectively made by B. Riley."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-deriv-la","record":{"id":"c-lit-deriv-la","kind":"attributed","text":"On January 22, 2025 a stockholder filed a derivative complaint in the Superior Court for Los Angeles County against the company, certain executive officers and the members of its board, alleging breaches of fiduciary duty related to the company's involvement with Brian Kahn and subsequent legal issues, waste of corporate assets and unjust enrichment.","source_ids":["src-002","src-014"],"entity_ids":["brc","brian-kahn"],"qualification":"These are allegations in a pending case; no ruling on them appears in the records reviewed.","response":"The company states that it believes these claims are meritless and intends to defend the action.","outcome":""},"reading":"Attributed: On January 22, 2025 a stockholder filed a derivative complaint in the Superior Court for Los Angeles County against the company, certain executive officers and the members of its board, alleging breaches of fiduciary duty related to the company's involvement with Brian Kahn and subsequent legal issues, waste of corporate assets and unjust enrichment."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-deriv-cdcal","record":{"id":"c-lit-deriv-cdcal","kind":"attributed","text":"Stockholders filed derivative complaints on behalf of the company in the U.S. District Court for the Central District of California on January 2 and February 2, 2026 against the members of the board and certain executive officers, alleging that they damaged the company through false and misleading statements that omitted material adverse facts about Brian Kahn's involvement in the Prophecy fraud and the regulatory scrutiny the company would face because of its entanglements with Kahn and Franchise Group; the claims include breach of fiduciary duty, unjust enrichment and, in one case, waste of corporate assets.","source_ids":["src-014"],"entity_ids":["brc","brian-kahn","frg","prophecy"],"qualification":"These are allegations in stayed cases; no ruling on the merits has been made.","response":"The company states that it believes these claims are meritless and intends to defend these actions.","outcome":"The parties agreed to stay both actions pending decisions in the other derivative matters; by the company's report for the quarter ended June 30, 2026, the court had accepted the stipulation in the February 2 case and the stipulation in the January 2 case had been submitted to the court."},"reading":"Attributed: Stockholders filed derivative complaints on behalf of the company in the U.S. District Court for the Central District of California on January 2 and February 2, 2026 against the members of the board and certain executive officers, alleging that they damaged the company through false and misleading statements that omitted material adverse facts about Brian Kahn's involvement in the Prophecy fraud and the regulatory scrutiny the company would face because of its entanglements with Kahn and Franchise Group; the claims include breach of fiduciary duty, unjust enrichment and, in one case, waste of corporate assets."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-deriv-2026-stayed","record":{"id":"c-lit-deriv-2026-stayed","kind":"fact","text":"A further stockholder suit, No. 2:26-cv-03419 in the U.S. District Court for the Central District of California, was filed on March 31, 2026 against BRC Group Holdings, Inc. (also named as B. Riley Financial, Inc.), Bryant R. Riley, Thomas J. Kelleher, Phillip J. Ahn and directors Robert L. Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters, citing the Securities Exchange Act (15 U.S.C. § 78m(a)).","source_ids":["src-056"],"entity_ids":["brc","bryant-riley","tom-kelleher","phillip-ahn","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters"],"qualification":"The case is stayed and no ruling on the allegations has been made.","response":"","outcome":"On May 28, 2026 the court granted the parties' stipulation to stay the case and ordered joint status reports every six months."},"reading":"Fact: A further stockholder suit, No. 2:26-cv-03419 in the U.S. District Court for the Central District of California, was filed on March 31, 2026 against BRC Group Holdings, Inc. (also named as B. Riley Financial, Inc.), Bryant R. Riley, Thomas J. Kelleher, Phillip J. Ahn and directors Robert L. Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters, citing the Securities Exchange Act (15 U.S.C. § 78m(a))."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-220-demand","record":{"id":"c-lit-220-demand","kind":"attributed","text":"On July 19, 2024 two stockholders demanded to inspect the company's books and records under Section 220 of the Delaware General Corporation Law, focusing on its dealings with Brian Kahn and the FRG take-private, and the company produced documents. On January 16, 2026 the same stockholders sent the board a pre-suit demand to pursue claims against certain officers and directors for alleged breaches of fiduciary duty, citing Kahn's December 2025 guilty plea, alleging that the board knew or should have known of Kahn's history, criticizing the company's internal investigations, and seeking disgorgement of compensation, personnel action and governance reforms without specifying damages.","source_ids":["src-014"],"entity_ids":["brc","brian-kahn","frg"],"qualification":"A demand is a request to the board; no claim has been filed on it in the records reviewed.","response":"The company states that it believes any resulting claims would be without merit and that it intends to respond in due course.","outcome":""},"reading":"Attributed: On July 19, 2024 two stockholders demanded to inspect the company's books and records under Section 220 of the Delaware General Corporation Law, focusing on its dealings with Brian Kahn and the FRG take-private, and the company produced documents. On January 16, 2026 the same stockholders sent the board a pre-suit demand to pursue claims against certain officers and directors for alleged breaches of fiduciary duty, citing Kahn's December 2025 guilty plea, alleging that the board knew or should have known of Kahn's history, criticizing the company's internal investigations, and seeking disgorgement of compensation, personnel action and governance reforms without specifying damages."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-frg-class-delaware","record":{"id":"c-lit-frg-class-delaware","kind":"attributed","text":"On July 9, 2024 former FRG shareholders filed a putative class action in the Delaware Court of Chancery against Freedom VCM, Brian Kahn, Andrew Laurence, Matthew Avril and the company, alleging that officers, directors and other participants breached fiduciary duties in the August 2023 management-led take-private of FRG and that the company aided and abetted those breaches; the claim seeks unspecified, rescissory or quasi-appraisal damages, disgorgement of profits, fees and interest.","source_ids":["src-014"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn","andrew-laurence","matthew-avril","frg"],"qualification":"These are allegations in a pending case; no ruling on them appears in the records reviewed.","response":"The company states that it believes these claims are meritless and intends to defend the action.","outcome":"","adverse_subject_ids":["brc","brian-kahn"]},"reading":"Attributed: On July 9, 2024 former FRG shareholders filed a putative class action in the Delaware Court of Chancery against Freedom VCM, Brian Kahn, Andrew Laurence, Matthew Avril and the company, alleging that officers, directors and other participants breached fiduciary duties in the August 2023 management-led take-private of FRG and that the company aided and abetted those breaches; the claim seeks unspecified, rescissory or quasi-appraisal damages, disgorgement of profits, fees and interest."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-aaa-spv","record":{"id":"c-lit-aaa-spv","kind":"attributed","text":"On July 11, 2025 B. Riley Securities, Inc. received a demand letter from investors in a special purpose vehicle that had invested in the August 2023 take-private of Franchise Group, and on October 10, 2025 those investors filed an arbitration demand with the American Arbitration Association against B. Riley Securities and related entities. The demand alleges failure to disclose material facts about FRG and the transaction in violation of securities laws, fraud or civil conspiracy, and breach of and aiding and abetting breach of fiduciary duties, and seeks rescission of the $37.5 million investment plus interest, fees and expenses.","source_ids":["src-014","src-088"],"entity_ids":["brs","brc","frg"],"qualification":"These are claimants' allegations in a pending arbitration; no award appears in the records reviewed.","response":"The company states that it believes such claims are meritless and intends to defend the action.","outcome":"","adverse_subject_ids":["brs"]},"reading":"Attributed: On July 11, 2025 B. Riley Securities, Inc. received a demand letter from investors in a special purpose vehicle that had invested in the August 2023 take-private of Franchise Group, and on October 10, 2025 those investors filed an arbitration demand with the American Arbitration Association against B. Riley Securities and related entities. The demand alleges failure to disclose material facts about FRG and the transaction in violation of securities laws, fraud or civil conspiracy, and breach of and aiding and abetting breach of fiduciary duties, and seeks rescission of the $37.5 million investment plus interest, fees and expenses."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-finra-arbitrations","record":{"id":"c-lit-finra-arbitrations","kind":"attributed","text":"B. Riley Wealth Management's audited 2024 financial statements disclose a FINRA arbitration by seven claimants against B. Riley Securities alleging securities-law violations; although B. Riley Securities is the named respondent, the firm stated that the claims appear to arise from the customer relationship between the claimants and B. Riley Wealth Management concerning FRG, and that the case was in discovery; and an arbitration demand filed on June 11, 2024 by a private investor in the August 2023 FRG buyout naming B. Riley Wealth Management and B. Riley Financial, alleging that B. Riley Financial fraudulently induced the investment and asserting fraud, concealment and civil conspiracy claims.","source_ids":["src-077"],"entity_ids":["brwm","brs","brc","frg"],"qualification":"These are claimants' allegations; no award appears in the records reviewed. The broker-dealer had accrued about $125,000 for legal matters in total and accrued nothing for the investor's demand.","response":"B. Riley Wealth Management said it intends to defend the seven-claimant matter vigorously; B. Riley Financial answered the investor's statement of claim on September 27, 2024 and its amended statement of claim on March 10, 2025.","outcome":"","adverse_subject_ids":["brs","brwm"]},"reading":"Attributed: B. Riley Wealth Management's audited 2024 financial statements disclose a FINRA arbitration by seven claimants against B. Riley Securities alleging securities-law violations; although B. Riley Securities is the named respondent, the firm stated that the claims appear to arise from the customer relationship between the claimants and B. Riley Wealth Management concerning FRG, and that the case was in discovery; and an arbitration demand filed on June 11, 2024 by a private investor in the August 2023 FRG buyout naming B. Riley Wealth Management and B. Riley Financial, alleging that B. Riley Financial fraudulently induced the investment and asserting fraud, concealment and civil conspiracy claims."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-willkie-suit","record":{"id":"c-lit-willkie-suit","kind":"attributed","text":"On January 20, 2026 BRC, with its subsidiaries B. Riley Principal Investments, LLC, B. Riley Private Shares 2023-2 QC, LLC, B. Riley Private Shares 2023-2 QP, LLC, BRF Finance Co., LLC and B. Riley Commercial Capital, LLC, sued Willkie Farr & Gallagher LLP, Brian Kahn and Lauren Kahn in the Supreme Court of the State of New York, New York County, over the August 2023 take-private of Franchise Group. The complaint asserts aiding and abetting fraud, civil conspiracy to defraud and aiding and abetting breach of fiduciary duty against Willkie; common-law fraud, fraudulent inducement and civil conspiracy against Brian Kahn; and breach of contract against both Kahns, seeking more than $735 million in compensatory damages, punitive damages and disgorgement of Willkie's fees from the transaction.","source_ids":["src-002"],"entity_ids":["brc","brpi","brcc","willkie","brian-kahn","lauren-kahn","frg"],"qualification":"These are BRC's claims as plaintiff; no ruling on them and no response by the defendants appear in the records reviewed.","response":"","outcome":"","adverse_subject_ids":["willkie","brian-kahn"]},"reading":"Attributed: On January 20, 2026 BRC, with its subsidiaries B. Riley Principal Investments, LLC, B. Riley Private Shares 2023-2 QC, LLC, B. Riley Private Shares 2023-2 QP, LLC, BRF Finance Co., LLC and B. Riley Commercial Capital, LLC, sued Willkie Farr & Gallagher LLP, Brian Kahn and Lauren Kahn in the Supreme Court of the State of New York, New York County, over the August 2023 take-private of Franchise Group. The complaint asserts aiding and abetting fraud, civil conspiracy to defraud and aiding and abetting breach of fiduciary duty against Willkie; common-law fraud, fraudulent inducement and civil conspiracy against Brian Kahn; and breach of contract against both Kahns, seeking more than $735 million in compensatory damages, punitive damages and disgorgement of Willkie's fees from the transaction."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-willkie-disqualified","record":{"id":"c-lit-willkie-disqualified","kind":"attributed","text":"According to the FRG Litigation Trust's complaint and a press report, the U.S. Bankruptcy Court in Delaware disqualified Willkie Farr & Gallagher as Franchise Group's bankruptcy counsel on February 12, 2025, noting that the firm had not set up ethical walls between its FRG and Kahn teams until after the take-private concluded, so that the knowledge it gained from representing Kahn in that transaction was imputed to the whole firm.","source_ids":["src-091","src-049"],"entity_ids":["willkie","frg","brian-kahn"],"qualification":"The court's ruling itself is not in the records reviewed; the date and reasoning are as described in the complaint and the press report.","response":"According to the FRG Litigation Trust's complaint, within hours of the ruling Willkie's chairman emailed a B. Riley affiliate employee who had urged him not to seek the retention, apologizing for what the complaint calls an error in judgment.","outcome":"","adverse_subject_ids":["willkie"]},"reading":"Attributed: According to the FRG Litigation Trust's complaint and a press report, the U.S. Bankruptcy Court in Delaware disqualified Willkie Farr & Gallagher as Franchise Group's bankruptcy counsel on February 12, 2025, noting that the firm had not set up ethical walls between its FRG and Kahn teams until after the take-private concluded, so that the knowledge it gained from representing Kahn in that transaction was imputed to the whole firm."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-ust-subpoena","record":{"id":"c-lit-ust-subpoena","kind":"attributed","text":"A press report of January 31, 2025, citing another outlet, said that the bankruptcy division of the U.S. Department of Justice (the U.S. Trustee) had served Brian Kahn with a subpoena about his interactions with Willkie Farr & Gallagher, which represented FRG in its bankruptcy and had also advised or represented Kahn, B. Riley Financial and Vintage Capital Management; the U.S. Trustee was seeking to disqualify Willkie from representing FRG because the firm had advised B. Riley and Kahn in the 2023 buyout.","source_ids":["src-115","src-049"],"entity_ids":["brian-kahn","willkie","frg","brc","vcm"],"qualification":"A subpoena is a request for information; the document itself is not in the records reviewed, and the report does not describe Kahn as a target of any proceeding.","response":"","outcome":"According to the FRG Litigation Trust's complaint, on February 12, 2025 the Bankruptcy Court denied FRG's application to retain Willkie as debtor's counsel, finding an actual conflict."},"reading":"Attributed: A press report of January 31, 2025, citing another outlet, said that the bankruptcy division of the U.S. Department of Justice (the U.S. Trustee) had served Brian Kahn with a subpoena about his interactions with Willkie Farr & Gallagher, which represented FRG in its bankruptcy and had also advised or represented Kahn, B. Riley Financial and Vintage Capital Management; the U.S. Trustee was seeking to disqualify Willkie from representing FRG because the firm had advised B. Riley and Kahn in the 2023 buyout."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-filing","record":{"id":"c-lit-trust-filing","kind":"attributed","text":"On August 18, 2026 the Franchise Group, Inc. Litigation Trust, acting through its litigation trustee, sued Brian Kahn, Matthew Avril, BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.), B. Riley Securities, Inc., GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services), Bryant Riley, Willkie Farr & Gallagher LLP and Jefferies LLC in the Delaware Court of Chancery (Case No. 2026-1076) over the 2023 take-private of FRG. It asserts claims against BRC (as B. Riley Financial) and Bryant Riley for aiding and abetting Kahn's fraud and breaches of fiduciary duty and for unjust enrichment, and a civil conspiracy count against all defendants, and seeks damages of more than $700 million, calculated from the difference between FRG's enterprise value at the take-private ($2.7 billion) and at bankruptcy ($1.6 billion), adjusted for divestitures, plus advisers' fees, a $15 million exit payment to Kahn and about $42.3 million of funds allegedly up-streamed from Holdco to Topco.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brian-kahn","matthew-avril","brc","brs","glassratner","bryant-riley","willkie","jefferies","frg"],"qualification":"These are the plaintiff's allegations in a newly filed complaint; no defendant has been found liable and no ruling appears in the records reviewed.","response":"No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to this complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":"","adverse_subject_ids":["brc","bryant-riley","brs","glassratner","brian-kahn","willkie"]},"reading":"Attributed: On August 18, 2026 the Franchise Group, Inc. Litigation Trust, acting through its litigation trustee, sued Brian Kahn, Matthew Avril, BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.), B. Riley Securities, Inc., GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services), Bryant Riley, Willkie Farr & Gallagher LLP and Jefferies LLC in the Delaware Court of Chancery (Case No. 2026-1076) over the 2023 take-private of FRG. It asserts claims against BRC (as B. Riley Financial) and Bryant Riley for aiding and abetting Kahn's fraud and breaches of fiduciary duty and for unjust enrichment, and a civil conspiracy count against all defendants, and seeks damages of more than $700 million, calculated from the difference between FRG's enterprise value at the take-private ($2.7 billion) and at bankruptcy ($1.6 billion), adjusted for divestitures, plus advisers' fees, a $15 million exit payment to Kahn and about $42.3 million of funds allegedly up-streamed from Holdco to Topco."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-counts-riley","record":{"id":"c-lit-trust-counts-riley","kind":"attributed","text":"The FRG Litigation Trust's counts XV, XVI and XVIII are pleaded against B. Riley Financial and Bryant Riley (aiding and abetting breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment), and count IV (illegal dividends or unlawful distribution) against Kahn and Riley. The complaint alleges that B. Riley Financial and Riley knew of Kahn's breaches and that their assistance was wrongful: that B. Riley Financial held the pledge agreements securing more than $200 million of Kahn's concealed personal debt, that Riley and Kahn had discussed a take-private for months before the proposal presented as unsolicited, that B. Riley Financial was deeply embedded in FRG's operations, that its counsel raised Kahn's undisclosed pledges before the merger agreement was signed, and that the firm and Riley stood to gain non-ratable benefits.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brc","bryant-riley","brian-kahn","frg"],"qualification":"These are allegations in a newly filed complaint, not findings by any court.","response":"No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to this complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":"","adverse_subject_ids":["brc","bryant-riley"]},"reading":"Attributed: The FRG Litigation Trust's counts XV, XVI and XVIII are pleaded against B. Riley Financial and Bryant Riley (aiding and abetting breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment), and count IV (illegal dividends or unlawful distribution) against Kahn and Riley. The complaint alleges that B. Riley Financial and Riley knew of Kahn's breaches and that their assistance was wrongful: that B. Riley Financial held the pledge agreements securing more than $200 million of Kahn's concealed personal debt, that Riley and Kahn had discussed a take-private for months before the proposal presented as unsolicited, that B. Riley Financial was deeply embedded in FRG's operations, that its counsel raised Kahn's undisclosed pledges before the merger agreement was signed, and that the firm and Riley stood to gain non-ratable benefits."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-receivables-talks","record":{"id":"c-lit-trust-receivables-talks","kind":"attributed","text":"The FRG Litigation Trust alleges that on March 3, 2023 Kahn and Bryant Riley discussed B. Riley Financial buying $59.6 million of Badcock first-quarter receivables at an 85% price of $50.7 million while B. Riley Financial's stated decision to stop buying receivables was being used to justify the take-private; that Riley, when forwarded an email about going-private rumors, replied \"Makes me want to buy more. Working perfectly into your hands.\"; and that these private negotiations were not disclosed to FRG's board before the March 19, 2023 proposal.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","bryant-riley","brian-kahn","brc","frg","badcock"],"qualification":"These are the plaintiff's allegations and its reading of quoted correspondence; no court has made findings on them.","response":"No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to this complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":"","adverse_subject_ids":["bryant-riley"]},"reading":"Attributed: The FRG Litigation Trust alleges that on March 3, 2023 Kahn and Bryant Riley discussed B. Riley Financial buying $59.6 million of Badcock first-quarter receivables at an 85% price of $50.7 million while B. Riley Financial's stated decision to stop buying receivables was being used to justify the take-private; that Riley, when forwarded an email about going-private rumors, replied \"Makes me want to buy more. Working perfectly into your hands.\"; and that these private negotiations were not disclosed to FRG's board before the March 19, 2023 proposal."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-nov2023","record":{"id":"c-lit-trust-nov2023","kind":"attributed","text":"The FRG Litigation Trust alleges that in November 2023 FRG's executive vice president Andrew Laurence learned of Kahn's personal borrowings of more than $200 million from B. Riley Financial and confronted Kahn, and that when another FRG executive asked Bryant Riley how he came to lend Kahn $200 million, Riley answered that he had made a lot of money with Kahn earlier on and conceded that Kahn had gone too far this time.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","bryant-riley","brian-kahn","andrew-laurence","brc","frg"],"qualification":"These are the plaintiff's allegations about private conversations; no court has made findings on them.","response":"No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to this complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","outcome":"","adverse_subject_ids":["bryant-riley"]},"reading":"Attributed: The FRG Litigation Trust alleges that in November 2023 FRG's executive vice president Andrew Laurence learned of Kahn's personal borrowings of more than $200 million from B. Riley Financial and confronted Kahn, and that when another FRG executive asked Bryant Riley how he came to lend Kahn $200 million, Riley answered that he had made a lot of money with Kahn earlier on and conceded that Kahn had gone too far this time."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-glassratner","record":{"id":"c-lit-trust-glassratner","kind":"attributed","text":"The FRG Litigation Trust's complaint describes GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services) as a Delaware limited liability company retained to provide FRG with financial advisory services on the consumer loan receivables originated and serviced by W.S. Badcock, and B. Riley Securities, Inc. as a Delaware corporation and subsidiary of BRC Group Holdings, Inc.","source_ids":["src-049"],"entity_ids":["frg-trust","glassratner","frg","badcock","brs","brc"],"qualification":"This is the plaintiff's description of the defendants; the engagement terms are not in the records reviewed.","response":"","outcome":""},"reading":"Attributed: The FRG Litigation Trust's complaint describes GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services) as a Delaware limited liability company retained to provide FRG with financial advisory services on the consumer loan receivables originated and serviced by W.S. Badcock, and B. Riley Securities, Inc. as a Delaware corporation and subsidiary of BRC Group Holdings, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-trust-frg-subpoenas","record":{"id":"c-lit-trust-frg-subpoenas","kind":"attributed","text":"The FRG Litigation Trust alleges that the SEC served FRG on January 23, 2023 with a subpoena seeking records on the issuance of Buddy's Home Furnishing preferred shares and that the Department of Justice served FRG on June 5, 2023 with a subpoena requesting documents related to Prophecy and communications with Kahn; it alleges that both were routed to Willkie, which was simultaneously advising Kahn on the take-private, that routing the SEC subpoena that way ensured the board would not learn its true significance, and that Willkie produced 43 documents to the DOJ on July 13, 2023.","source_ids":["src-049"],"entity_ids":["frg-trust","frg","sec","willkie","brian-kahn","prophecy"],"qualification":"Subpoenas are requests for information, not findings of wrongdoing; the account of how they were handled is the plaintiff's allegation.","response":"","outcome":""},"reading":"Attributed: The FRG Litigation Trust alleges that the SEC served FRG on January 23, 2023 with a subpoena seeking records on the issuance of Buddy's Home Furnishing preferred shares and that the Department of Justice served FRG on June 5, 2023 with a subpoena requesting documents related to Prophecy and communications with Kahn; it alleges that both were routed to Willkie, which was simultaneously advising Kahn on the take-private, that routing the SEC subpoena that way ensured the board would not learn its true significance, and that Willkie produced 43 documents to the DOJ on July 13, 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-sorrento","record":{"id":"c-lit-sorrento","kind":"attributed","text":"On September 21, 2023 the company's wholly owned subsidiary B. Riley Commercial Capital, LLC received a demand alleging that about $32.2 million of payments made to it by Sorrento Therapeutics, Inc., a Chapter 11 debtor in the U.S. Bankruptcy Court for the Southern District of Texas, under a bridge loan agreement of September 30, 2022, were avoidable preferential transfers. On June 16, 2025 the liquidating trustee of the Sorrento Liquidating Trust sued in an adversary proceeding to avoid and recover them, and on September 12, 2025 the court denied the subsidiary's motion to dismiss.","source_ids":["src-014"],"entity_ids":["brcc","sorrento","brc"],"qualification":"The preference claims are the trustee's allegations in a pending proceeding; denial of a motion to dismiss is not a ruling that the payments were preferential.","response":"The company states that it believes the trustee's claims lack merit and intends to continue to assert its statutory defenses.","outcome":"","adverse_subject_ids":["brcc"]},"reading":"Attributed: On September 21, 2023 the company's wholly owned subsidiary B. Riley Commercial Capital, LLC received a demand alleging that about $32.2 million of payments made to it by Sorrento Therapeutics, Inc., a Chapter 11 debtor in the U.S. Bankruptcy Court for the Southern District of Texas, under a bridge loan agreement of September 30, 2022, were avoidable preferential transfers. On June 16, 2025 the liquidating trustee of the Sorrento Liquidating Trust sued in an adversary proceeding to avoid and recover them, and on September 12, 2025 the court denied the subsidiary's motion to dismiss."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-wunderlich-arbitration","record":{"id":"c-lit-wunderlich-arbitration","kind":"fact","text":"After B. Riley acquired Wunderlich Investment Company and its operating subsidiary Wunderlich Securities, Inc. (now B. Riley Wealth Management, Inc.) under a merger agreement of May 17, 2017 that closed on July 3, 2017, Dominick & Dickerman, LLC and another claimant brought a FINRA arbitration in late July 2017 against Wunderlich Securities and its founder Gary Wunderlich, asserting fraud, negligent misrepresentation, securities fraud, breach of contract and FINRA-rule claims over Wunderlich Securities' 2015 acquisition of Dominick & Dickerman. An award of April 7, 2020 held Wunderlich Securities and Gary Wunderlich jointly and severally liable for about $10.5 million.","source_ids":["src-101"],"entity_ids":["dominick-dickerman","brwm","gary-wunderlich","brc"],"qualification":"The award is as described in the Court of Chancery's 2021 letter opinion; the award document itself is not in the records reviewed.","response":"B. Riley petitioned the U.S. District Court for the Southern District of New York to vacate the award on behalf of itself and Gary Wunderlich.","outcome":"On June 3, 2020 the claimants, Wunderlich Securities and Gary Wunderlich signed a confidential settlement resolving all claims in the arbitration, under which the defendants agreed to pay an undisclosed amount.","adverse_subject_ids":["brwm","gary-wunderlich"]},"reading":"Fact: After B. Riley acquired Wunderlich Investment Company and its operating subsidiary Wunderlich Securities, Inc. (now B. Riley Wealth Management, Inc.) under a merger agreement of May 17, 2017 that closed on July 3, 2017, Dominick & Dickerman, LLC and another claimant brought a FINRA arbitration in late July 2017 against Wunderlich Securities and its founder Gary Wunderlich, asserting fraud, negligent misrepresentation, securities fraud, breach of contract and FINRA-rule claims over Wunderlich Securities' 2015 acquisition of Dominick & Dickerman. An award of April 7, 2020 held Wunderlich Securities and Gary Wunderlich jointly and severally liable for about $10.5 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-wunderlich-indemnity","record":{"id":"c-lit-wunderlich-indemnity","kind":"fact","text":"On June 10, 2020 Gary Wunderlich, a former director and officer of B. Riley, sued B. Riley Financial and Wunderlich Securities (now B. Riley Wealth Management) in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF) seeking indemnification connected with the arbitration and a declaratory judgment. In a letter opinion of March 24, 2021, Vice Chancellor Paul A. Fioravanti, Jr. denied the defendants' motion to dismiss the indemnification counts (I, II and IV) and dismissed only the declaratory-judgment count (III) as unripe.","source_ids":["src-101"],"entity_ids":["gary-wunderlich","brc","brwm"],"qualification":"The ruling allowed the indemnification claims to proceed; it did not decide whether indemnification was owed. No later outcome appears in the records reviewed.","response":"B. Riley and Wunderlich Securities moved to dismiss, arguing principally that Wunderlich had waived his indemnification rights when he signed his severance agreement, and that the declaratory-judgment count was not ripe because they had brought no contribution claim. During the arbitration settlement negotiations they had threatened to pursue claims against Wunderlich relating to the arbitration and to recover amounts paid under the settlement.","outcome":"","adverse_subject_ids":["brc","brwm"]},"reading":"Fact: On June 10, 2020 Gary Wunderlich, a former director and officer of B. Riley, sued B. Riley Financial and Wunderlich Securities (now B. Riley Wealth Management) in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF) seeking indemnification connected with the arbitration and a declaratory judgment. In a letter opinion of March 24, 2021, Vice Chancellor Paul A. Fioravanti, Jr. denied the defendants' motion to dismiss the indemnification counts (I, II and IV) and dismissed only the declaratory-judgment count (III) as unripe."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-nogin-bankruptcy","record":{"id":"c-lit-nogin-bankruptcy","kind":"fact","text":"B. Riley Securities, Inc. was a pre- and post-petition lender to Nogin Inc., which filed for Chapter 11 in Delaware on December 5, 2023; it sponsored the plan, confirmed on March 28, 2024 and effective May 3, 2024, under which it acquired 100% of the reorganized company, Nogin Commerce LLC. After Nogin Commerce's business shut down on March 16, 2025, supplier creditors commenced an involuntary Chapter 7 case against it in the U.S. Bankruptcy Court for the Southern District of New York on April 24, 2025 (Case No. 25-10810). On June 11, 2025 Chief Judge Martin Glenn denied the motion of the assignee for the benefit of creditors to dismiss the case or abstain, so the bankruptcy proceeded.","source_ids":["src-089"],"entity_ids":["brs","nogin-commerce","brc"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["nogin-commerce"]},"reading":"Fact: B. Riley Securities, Inc. was a pre- and post-petition lender to Nogin Inc., which filed for Chapter 11 in Delaware on December 5, 2023; it sponsored the plan, confirmed on March 28, 2024 and effective May 3, 2024, under which it acquired 100% of the reorganized company, Nogin Commerce LLC. After Nogin Commerce's business shut down on March 16, 2025, supplier creditors commenced an involuntary Chapter 7 case against it in the U.S. Bankruptcy Court for the Southern District of New York on April 24, 2025 (Case No. 25-10810). On June 11, 2025 Chief Judge Martin Glenn denied the motion of the assignee for the benefit of creditors to dismiss the case or abstain, so the bankruptcy proceeded."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-lit-nogin-allegations","record":{"id":"c-lit-nogin-allegations","kind":"attributed","text":"In the Nogin Commerce involuntary case the petitioning supplier creditors, owed at least $3.3 million, alleged that in the weeks before the March 16, 2025 shutdown the company diverted cash held for suppliers to other parties and said they believed substantially all of it went to B. Riley, Nogin Commerce's parent company, or to an alleged lender; they further alleged that B. Riley, among others, either knew or should have known that supplier proceeds were being diverted.","source_ids":["src-089","src-014"],"entity_ids":["nogin-commerce","brs"],"qualification":"These are creditors' allegations that the court did not resolve in its June 2025 ruling; the assignee's counsel told the court it would investigate the alleged transfers.","response":"A declaration filed for the assignee stated that no money was paid by Nogin Commerce to B. Riley other than interest payments on post-emergence secured loans totaling about $125,000.","outcome":"On June 11, 2025 the court denied the assignee's motion to dismiss the involuntary case or abstain, without ruling on the alleged transfers; BRC's later reports state that an order for relief was entered, moving the assignment for the benefit of creditors to a liquidation. No ruling on the alleged diversion appears in the records reviewed."},"reading":"Attributed: In the Nogin Commerce involuntary case the petitioning supplier creditors, owed at least $3.3 million, alleged that in the weeks before the March 16, 2025 shutdown the company diverted cash held for suppliers to other parties and said they believed substantially all of it went to B. Riley, Nogin Commerce's parent company, or to an alleged lender; they further alleged that B. Riley, among others, either knew or should have known that supplier proceeds were being diverted."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-total-2025","record":{"id":"c-debt-total-2025","kind":"fact","text":"BRC's annual report for 2025 states that the company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025.","source_ids":["src-002"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's annual report for 2025 states that the company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-structure-2025","record":{"id":"c-debt-structure-2025","kind":"fact","text":"At December 31, 2025 BRC's borrowings of $1.4 billion consisted mainly of $1.3 billion of Senior Notes and Senior Secured Second Lien Notes maturing between March 31, 2026 and August 31, 2028 at fixed rates of 5.00% to 8.00%, plus $128.1 million of term loans under the Oaktree Capital Management, L.P. credit agreement and the credit agreement of its subsidiary BRPI Acquisition Co LLC (BRPAC), and $6.6 million drawn under the Targus revolving credit facility, all at variable rates.","source_ids":["src-002"],"entity_ids":["brc","oaktree","brpac","targus"],"qualification":"","response":"","outcome":""},"reading":"Fact: At December 31, 2025 BRC's borrowings of $1.4 billion consisted mainly of $1.3 billion of Senior Notes and Senior Secured Second Lien Notes maturing between March 31, 2026 and August 31, 2028 at fixed rates of 5.00% to 8.00%, plus $128.1 million of term loans under the Oaktree Capital Management, L.P. credit agreement and the credit agreement of its subsidiary BRPI Acquisition Co LLC (BRPAC), and $6.6 million drawn under the Targus revolving credit facility, all at variable rates."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-2025-steps","record":{"id":"c-debt-2025-steps","kind":"fact","text":"BRC's 2025 annual report summarizes the year's refinancing: on February 26, 2025 it executed a new term loan facility with Oaktree-affiliated companies, maturing February 26, 2028, whose proceeds were used primarily to repay all amounts outstanding under the Nomura credit agreement; it made additional repayments of $97.5 million on the Oaktree loan; on February 28, 2025 it redeemed the $145.2 million of outstanding 6.375% Senior Notes at maturity; and in five private exchanges institutional lenders exchanged $355.0 million of senior notes for $228.4 million of New Notes.","source_ids":["src-002"],"entity_ids":["brc","oaktree","nomura"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 annual report summarizes the year's refinancing: on February 26, 2025 it executed a new term loan facility with Oaktree-affiliated companies, maturing February 26, 2028, whose proceeds were used primarily to repay all amounts outstanding under the Nomura credit agreement; it made additional repayments of $97.5 million on the Oaktree loan; on February 28, 2025 it redeemed the $145.2 million of outstanding 6.375% Senior Notes at maturity; and in five private exchanges institutional lenders exchanged $355.0 million of senior notes for $228.4 million of New Notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-q1-2026","record":{"id":"c-debt-q1-2026","kind":"fact","text":"In its results release of May 7, 2026, BRC reported first-quarter 2026 net income available to common shareholders of $211.3 million and Adjusted EBITDA of $262.2 million, and stated that total debt fell by $128.9 million during the quarter to $1.30 billion while Net Debt, as defined in the release, declined by $254.6 million to $372.4 million.","source_ids":["src-058"],"entity_ids":["brc"],"qualification":"Adjusted EBITDA and Net Debt are measures defined by the company in the release, not audited balance-sheet captions.","response":"","outcome":""},"reading":"Fact: In its results release of May 7, 2026, BRC reported first-quarter 2026 net income available to common shareholders of $211.3 million and Adjusted EBITDA of $262.2 million, and stated that total debt fell by $128.9 million during the quarter to $1.30 billion while Net Debt, as defined in the release, declined by $254.6 million to $372.4 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-net-income-2025","record":{"id":"c-debt-net-income-2025","kind":"fact","text":"BRC's 2025 annual report states that the company generated net income of $307.4 million in 2025.","source_ids":["src-002"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 annual report states that the company generated net income of $307.4 million in 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-h1-2026","record":{"id":"c-debt-h1-2026","kind":"fact","text":"For the six months ended June 30, 2026 BRC reported total revenues of $591.2 million, compared with $411.4 million a year earlier, and net income of $243.8 million, of which $233.8 million was attributable to BRC; realized and unrealized gains on investments contributed $117.2 million. Second-quarter 2026 revenues were $239.1 million and net income $21.6 million.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: For the six months ended June 30, 2026 BRC reported total revenues of $591.2 million, compared with $411.4 million a year earlier, and net income of $243.8 million, of which $233.8 million was attributable to BRC; realized and unrealized gains on investments contributed $117.2 million. Second-quarter 2026 revenues were $239.1 million and net income $21.6 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-parent-deficit","record":{"id":"c-debt-parent-deficit","kind":"fact","text":"BRC's parent-company-only balance sheet in the 2025 annual report shows total assets of $1,189,066 thousand and total liabilities of $1,359,599 thousand, including $1,301,798 thousand of senior notes, at December 31, 2025, a stockholders' deficit of $170,533 thousand, compared with a deficit of $488,175 thousand at December 31, 2024.","source_ids":["src-002"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's parent-company-only balance sheet in the 2025 annual report shows total assets of $1,189,066 thousand and total liabilities of $1,359,599 thousand, including $1,301,798 thousand of senior notes, at December 31, 2025, a stockholders' deficit of $170,533 thousand, compared with a deficit of $488,175 thousand at December 31, 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-equity-2026","record":{"id":"c-debt-equity-2026","kind":"fact","text":"BRC's consolidated balance sheet at June 30, 2026 shows total BRC stockholders' equity of $142.2 million, against a deficit of $171.5 million at December 31, 2025, and total equity including noncontrolling interests of $201.2 million; 40,199,755 common shares were outstanding, up from 30,597,066.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"The December 31, 2025 deficit shown in this consolidated comparative column ($171,533 thousand) is $1,000 thousand larger than the parent-company-only deficit in the annual report ($170,533 thousand); the cited records do not explain the difference.","response":"","outcome":""},"reading":"Fact: BRC's consolidated balance sheet at June 30, 2026 shows total BRC stockholders' equity of $142.2 million, against a deficit of $171.5 million at December 31, 2025, and total equity including noncontrolling interests of $201.2 million; 40,199,755 common shares were outstanding, up from 30,597,066."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-nomura-2021","record":{"id":"c-debt-nomura-2021","kind":"fact","text":"Under a credit agreement dated June 23, 2021, BRC and its wholly owned subsidiaries BR Financial Holdings, LLC (BRFH) and BR Advisory & Investments, LLC borrowed from lenders for which Nomura Corporate Funding Americas, LLC acted as administrative agent and Wells Fargo Bank, N.A. as collateral agent; the agreement provided a four-year $300.0 million secured term loan and a four-year $80.0 million secured revolving credit facility.","source_ids":["src-002"],"entity_ids":["brc","brfh","br-advisory-investments","nomura","wells-fargo"],"qualification":"","response":"","outcome":""},"reading":"Fact: Under a credit agreement dated June 23, 2021, BRC and its wholly owned subsidiaries BR Financial Holdings, LLC (BRFH) and BR Advisory & Investments, LLC borrowed from lenders for which Nomura Corporate Funding Americas, LLC acted as administrative agent and Wells Fargo Bank, N.A. as collateral agent; the agreement provided a four-year $300.0 million secured term loan and a four-year $80.0 million secured revolving credit facility."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-nomura-2023","record":{"id":"c-debt-nomura-2023","kind":"fact","text":"On August 21, 2023 BRC and BRFH, with certain BRFH subsidiaries as guarantors, entered into a new credit agreement with Nomura Corporate Funding Americas, LLC as administrative agent and Computershare Trust Company, N.A. as collateral agent, for a four-year $500.0 million secured term loan and a four-year $100.0 million secured revolving facility. The stated purposes were to fund the Freedom VCM equity investment, to prepay the 2021 facilities ($347.9 million, of which $342.0 million principal and $5.9 million interest and fees), to fund a dividend reserve of not less than $65.0 million, to pay related fees and expenses, and for general corporate purposes.","source_ids":["src-002"],"entity_ids":["brc","brfh","nomura","computershare","freedom-vcm-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 21, 2023 BRC and BRFH, with certain BRFH subsidiaries as guarantors, entered into a new credit agreement with Nomura Corporate Funding Americas, LLC as administrative agent and Computershare Trust Company, N.A. as collateral agent, for a four-year $500.0 million secured term loan and a four-year $100.0 million secured revolving facility. The stated purposes were to fund the Freedom VCM equity investment, to prepay the 2021 facilities ($347.9 million, of which $342.0 million principal and $5.9 million interest and fees), to fund a dividend reserve of not less than $65.0 million, to pay related fees and expenses, and for general corporate purposes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-nomura-amend4","record":{"id":"c-debt-nomura-amend4","kind":"fact","text":"On September 17, 2024 BRC entered into Amendment No. 4 to the 2023 Nomura credit agreement and paid $85.9 million ($85.1 million principal and $0.7 million accrued interest). After loan fees of $5.9 million, of which $3.5 million was added to principal, the term loan balance fell from $469.75 million to $388.1 million. The undrawn $100.0 million revolving facility was terminated, BRC was required to reduce the term loan to no more than $100.0 million by September 30, 2025, and the scheduled maturity remained August 21, 2027.","source_ids":["src-002"],"entity_ids":["brc","nomura"],"qualification":"","response":"","outcome":""},"reading":"Fact: On September 17, 2024 BRC entered into Amendment No. 4 to the 2023 Nomura credit agreement and paid $85.9 million ($85.1 million principal and $0.7 million accrued interest). After loan fees of $5.9 million, of which $3.5 million was added to principal, the term loan balance fell from $469.75 million to $388.1 million. The undrawn $100.0 million revolving facility was terminated, BRC was required to reduce the term loan to no more than $100.0 million by September 30, 2025, and the scheduled maturity remained August 21, 2027."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-agreement","record":{"id":"c-debt-oaktree-agreement","kind":"fact","text":"On February 26, 2025 BRC and BRFH entered into a credit agreement with a group of funds directly or indirectly controlled by Oaktree, with Oaktree Fund Administration, LLC as administrative and collateral agent. It provided a three-year $125.0 million secured term loan and a four-month $35.0 million secured delayed-draw term loan. The term loan matures on February 26, 2028, or earlier on a springing date 91 days before the maturity of other bonds, notes or bank debt above $10.0 million (other than the 6.375% notes due February 28, 2025 and the 5.50% notes due March 31, 2026). Term-loan proceeds were used mainly to repay the Nomura credit agreement, for working capital and to pay transaction costs; delayed-draw proceeds funded obligations relating to the liquidation of substantially all assets of JOANN, Inc. and its subsidiaries and working capital.","source_ids":["src-002"],"entity_ids":["brc","brfh","oaktree","oaktree-admin","nomura"],"qualification":"","response":"","outcome":""},"reading":"Fact: On February 26, 2025 BRC and BRFH entered into a credit agreement with a group of funds directly or indirectly controlled by Oaktree, with Oaktree Fund Administration, LLC as administrative and collateral agent. It provided a three-year $125.0 million secured term loan and a four-month $35.0 million secured delayed-draw term loan. The term loan matures on February 26, 2028, or earlier on a springing date 91 days before the maturity of other bonds, notes or bank debt above $10.0 million (other than the 6.375% notes due February 28, 2025 and the 5.50% notes due March 31, 2026). Term-loan proceeds were used mainly to repay the Nomura credit agreement, for working capital and to pay transaction costs; delayed-draw proceeds funded obligations relating to the liquidation of substantially all assets of JOANN, Inc. and its subsidiaries and working capital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-warrants","record":{"id":"c-debt-oaktree-warrants","kind":"fact","text":"In connection with the Oaktree term loan, BRC issued warrants to certain Oaktree affiliates to buy about 1,832,290 shares of its common stock (6% on a fully diluted basis) at $5.14 per share; anti-dilution provisions could, in certain circumstances, entitle the holders to exercise for up to 19.9% of the then-outstanding common stock.","source_ids":["src-002"],"entity_ids":["brc","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: In connection with the Oaktree term loan, BRC issued warrants to certain Oaktree affiliates to buy about 1,832,290 shares of its common stock (6% on a fully diluted basis) at $5.14 per share; anti-dilution provisions could, in certain circumstances, entitle the holders to exercise for up to 19.9% of the then-outstanding common stock."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-warrant-exercise","record":{"id":"c-debt-oaktree-warrant-exercise","kind":"fact","text":"On May 28, 2026 the Oaktree warrant holders sent BRC a cashless exercise notice; on May 29, 2026 BRC issued them 915,251 common shares in exchange for the surrender of 917,039 shares, and the Oaktree warrants were fully exercised and no longer outstanding.","source_ids":["src-014"],"entity_ids":["brc","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: On May 28, 2026 the Oaktree warrant holders sent BRC a cashless exercise notice; on May 29, 2026 BRC issued them 915,251 common shares in exchange for the surrender of 917,039 shares, and the Oaktree warrants were fully exercised and no longer outstanding."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-repay-2025","record":{"id":"c-debt-oaktree-repay-2025","kind":"fact","text":"During 2025 sales of assets in the Oaktree borrowing base required BRC to repay $62.5 million of the Oaktree term loan and the $35.0 million delayed-draw facility in full (together $97.5 million), reducing the term loan from $125.0 million to $62.5 million; BRC recorded a $15.6 million loss on extinguishment of debt and $12.3 million of interest expense on the facility for 2025.","source_ids":["src-002"],"entity_ids":["brc","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: During 2025 sales of assets in the Oaktree borrowing base required BRC to repay $62.5 million of the Oaktree term loan and the $35.0 million delayed-draw facility in full (together $97.5 million), reducing the term loan from $125.0 million to $62.5 million; BRC recorded a $15.6 million loss on extinguishment of debt and $12.3 million of interest expense on the facility for 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-amend1-4","record":{"id":"c-debt-oaktree-amend1-4","kind":"fact","text":"BRC and BRFH amended the Oaktree credit facility four times by January 2026: Amendment No. 1 (March 24, 2025) removed certain pledged stock from the collateral and adjusted mandatory prepayments on dispositions of borrowing-base assets; Amendment No. 2 (July 8, 2025) added certain first-lien term loans made to BRC subsidiaries to the borrowing base and changed negative covenants; Amendment No. 3 (October 8, 2025) provided that the springing maturity cannot occur before March 31, 2027; and Amendment No. 4 (January 14, 2026) added an investment carve-out and allowed BRC to repurchase up to $25.0 million of unsecured notes on or before June 30, 2026.","source_ids":["src-002"],"entity_ids":["brc","brfh","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC and BRFH amended the Oaktree credit facility four times by January 2026: Amendment No. 1 (March 24, 2025) removed certain pledged stock from the collateral and adjusted mandatory prepayments on dispositions of borrowing-base assets; Amendment No. 2 (July 8, 2025) added certain first-lien term loans made to BRC subsidiaries to the borrowing base and changed negative covenants; Amendment No. 3 (October 8, 2025) provided that the springing maturity cannot occur before March 31, 2027; and Amendment No. 4 (January 14, 2026) added an investment carve-out and allowed BRC to repurchase up to $25.0 million of unsecured notes on or before June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-collateral","record":{"id":"c-debt-oaktree-collateral","kind":"fact","text":"At December 31, 2025 the $62.5 million outstanding Oaktree term loan was secured by assets with a carrying value of $241.2 million, mainly the common and preferred equity interests in Great American Holdings, LLC (GA Holdings) and other designated loans and equity investments held by BRFH, together with the equity interests in BRFH's subsidiaries; at June 30, 2026 the same $62.5 million balance was secured by assets carried at $304.4 million, again mainly the GA Holdings interests.","source_ids":["src-002","src-014"],"entity_ids":["brc","brfh","oaktree","ga-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: At December 31, 2025 the $62.5 million outstanding Oaktree term loan was secured by assets with a carrying value of $241.2 million, mainly the common and preferred equity interests in Great American Holdings, LLC (GA Holdings) and other designated loans and equity investments held by BRFH, together with the equity interests in BRFH's subsidiaries; at June 30, 2026 the same $62.5 million balance was secured by assets carried at $304.4 million, again mainly the GA Holdings interests."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-oaktree-amend6","record":{"id":"c-debt-oaktree-amend6","kind":"fact","text":"On September 28, 2026 BRC and BR Financial Holdings, LLC entered into Amendment No. 6, Consent and Waiver, to the February 26, 2025 credit agreement with the lenders and Oaktree Fund Administration, LLC as administrative and collateral agent (Amendment No. 5 being dated August 7, 2026). It consented to the acquisition of Sangoma Technologies Corporation by a BRC subsidiary under the arrangement agreement signed the same day, waived an indebtedness covenant, investment covenants and a covenant prohibiting certain guarantees solely to the extent needed for that transaction, and requires the borrower to use 50% of any cash distributions a loan party receives from a telecom subsidiary to prepay the term loans, subject to the prepayment premium.","source_ids":["src-015"],"entity_ids":["brc","brfh","oaktree-admin","sangoma"],"qualification":"","response":"","outcome":""},"reading":"Fact: On September 28, 2026 BRC and BR Financial Holdings, LLC entered into Amendment No. 6, Consent and Waiver, to the February 26, 2025 credit agreement with the lenders and Oaktree Fund Administration, LLC as administrative and collateral agent (Amendment No. 5 being dated August 7, 2026). It consented to the acquisition of Sangoma Technologies Corporation by a BRC subsidiary under the arrangement agreement signed the same day, waived an indebtedness covenant, investment covenants and a covenant prohibiting certain guarantees solely to the extent needed for that transaction, and requires the borrower to use 50% of any cash distributions a loan party receives from a telecom subsidiary to prepay the term loans, subject to the prepayment premium."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-term-loans","record":{"id":"c-debt-term-loans","kind":"fact","text":"BRC's term loans (principal before unamortized costs) were $205.6 million at December 31, 2024 (Lingo $52.9 million, Nomura $122.5 million at 11.52% and BRPAC $30.1 million), $128.1 million at December 31, 2025 (BRPAC $64.0 million at 6.83% and Oaktree $64.1 million at 11.82%) and $123.0 million at June 30, 2026 (BRPAC $57.75 million at 6.51% and Oaktree $65.2 million at 11.66%). Revolving loans were the Targus revolver ($6.6 million at December 31, 2025 and $15.3 million at June 30, 2026) and a BRPAC revolver of $16.0 million at June 30, 2026.","source_ids":["src-002","src-014"],"entity_ids":["brc","brpac","oaktree","lingo","nomura","targus"],"qualification":"The $64.1 million Oaktree principal in the term-loan table differs from the $62.5 million outstanding balance cited for the same date in the collateral note; the cited passages do not reconcile the two figures.","response":"","outcome":""},"reading":"Fact: BRC's term loans (principal before unamortized costs) were $205.6 million at December 31, 2024 (Lingo $52.9 million, Nomura $122.5 million at 11.52% and BRPAC $30.1 million), $128.1 million at December 31, 2025 (BRPAC $64.0 million at 6.83% and Oaktree $64.1 million at 11.82%) and $123.0 million at June 30, 2026 (BRPAC $57.75 million at 6.51% and Oaktree $65.2 million at 11.66%). Revolving loans were the Targus revolver ($6.6 million at December 31, 2025 and $15.3 million at June 30, 2026) and a BRPAC revolver of $16.0 million at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-brpac-2018","record":{"id":"c-debt-brpac-2018","kind":"fact","text":"BRC's exhibit index lists a credit agreement between BRPI Acquisition Co LLC and Banc of California dated December 19, 2018 and an unconditional guaranty and pledge agreement by B. Riley Principal Investments, LLC of the same date.","source_ids":["src-002"],"entity_ids":["brpac","banc-of-california","brpi","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's exhibit index lists a credit agreement between BRPI Acquisition Co LLC and Banc of California dated December 19, 2018 and an unconditional guaranty and pledge agreement by B. Riley Principal Investments, LLC of the same date."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-brpac-2025","record":{"id":"c-debt-brpac-2025","kind":"fact","text":"On January 6, 2025 BRPI Acquisition Co LLC (BRPAC) and other BRC subsidiaries entered into an amended and restated credit agreement with Banc of California, as agent and lender, and other lenders; BRC's subsidiary Lingo was added as a borrower. The lenders made a new five-year $80.0 million term loan, repayable in quarterly installments of $4.0 million with the balance due on January 6, 2030, whose proceeds repaid the original BRPAC credit agreement of December 19, 2018 and the Lingo credit agreement. The agreement allows incremental term loans of up to $40.0 million and is secured by substantially all assets of the BRPAC borrowers (about $309.9 million at December 31, 2025), including pledges of all of the borrowers' equity and of 65% of the equity of United Online Software Development (India) Private Limited and of magicJack VocalTec Ltd.","source_ids":["src-002"],"entity_ids":["brpac","banc-of-california","lingo","magicjack","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On January 6, 2025 BRPI Acquisition Co LLC (BRPAC) and other BRC subsidiaries entered into an amended and restated credit agreement with Banc of California, as agent and lender, and other lenders; BRC's subsidiary Lingo was added as a borrower. The lenders made a new five-year $80.0 million term loan, repayable in quarterly installments of $4.0 million with the balance due on January 6, 2030, whose proceeds repaid the original BRPAC credit agreement of December 19, 2018 and the Lingo credit agreement. The agreement allows incremental term loans of up to $40.0 million and is secured by substantially all assets of the BRPAC borrowers (about $309.9 million at December 31, 2025), including pledges of all of the borrowers' equity and of 65% of the equity of United Online Software Development (India) Private Limited and of magicJack VocalTec Ltd."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-lingo","record":{"id":"c-debt-lingo","kind":"fact","text":"On August 16, 2022 Lingo Management, LLC entered into a credit agreement with BRC as secured guarantor and Banc of California, N.A. as administrative agent and lender for a five-year $45.0 million term loan used to finance part of Lingo's purchase of BullsEye Telecom, Inc.; amendments raised the principal to $73.0 million. Part of the January 6, 2025 BRPAC term loan repaid the Lingo loan, and the Lingo credit agreement was effectively terminated that day.","source_ids":["src-002"],"entity_ids":["lingo","brc","banc-of-california","brpac"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 16, 2022 Lingo Management, LLC entered into a credit agreement with BRC as secured guarantor and Banc of California, N.A. as administrative agent and lender for a five-year $45.0 million term loan used to finance part of Lingo's purchase of BullsEye Telecom, Inc.; amendments raised the principal to $73.0 million. Part of the January 6, 2025 BRPAC term loan repaid the Lingo loan, and the Lingo credit agreement was effectively terminated that day."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-targus-pnc","record":{"id":"c-debt-targus-pnc","kind":"fact","text":"On October 18, 2022 Targus entered into a credit agreement with PNC Bank, National Association, as agent and security trustee, for a five-year $28.0 million term loan and a five-year $85.0 million revolving loan that financed part of BRC's acquisition of Targus; the final maturity was October 18, 2027.","source_ids":["src-002"],"entity_ids":["targus","pnc","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On October 18, 2022 Targus entered into a credit agreement with PNC Bank, National Association, as agent and security trustee, for a five-year $28.0 million term loan and a five-year $85.0 million revolving loan that financed part of BRC's acquisition of Targus; the final maturity was October 18, 2027."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-targus-breaches","record":{"id":"c-debt-targus-breaches","kind":"fact","text":"Targus breached financial covenants under the PNC credit agreement in 2023 and 2024. Amendments No. 1 (October 31, 2023) and No. 2 (February 20, 2024) modified the fixed charge coverage ratio and minimum EBITDA requirements and waived the breaches for the periods ended September 30 and December 31, 2023; Amendment No. 2 also gave BRC a 'Keepwell' right to cure a breach with a capital contribution. The minimum EBITDA covenant was breached again for the periods ended June 30 and September 30, 2024: BRC contributed $1.6 million to Targus on August 14, 2024 to cure the June breach, and Amendment No. 4 (November 7, 2024) waived the September breach, reduced revolving sublimits, modified the coverage covenant, removed the minimum EBITDA requirement and imposed a minimum undrawn availability covenant, while BRC repaid the term loan in full with $2.1 million of revolver advances and $7.5 million of its own cash.","source_ids":["src-002"],"entity_ids":["targus","brc","pnc"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["targus"]},"reading":"Fact: Targus breached financial covenants under the PNC credit agreement in 2023 and 2024. Amendments No. 1 (October 31, 2023) and No. 2 (February 20, 2024) modified the fixed charge coverage ratio and minimum EBITDA requirements and waived the breaches for the periods ended September 30 and December 31, 2023; Amendment No. 2 also gave BRC a 'Keepwell' right to cure a breach with a capital contribution. The minimum EBITDA covenant was breached again for the periods ended June 30 and September 30, 2024: BRC contributed $1.6 million to Targus on August 14, 2024 to cure the June breach, and Amendment No. 4 (November 7, 2024) waived the September breach, reduced revolving sublimits, modified the coverage covenant, removed the minimum EBITDA requirement and imposed a minimum undrawn availability covenant, while BRC repaid the term loan in full with $2.1 million of revolver advances and $7.5 million of its own cash."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-targus-2025-amend","record":{"id":"c-debt-targus-2025-amend","kind":"fact","text":"The PNC agreement was amended three more times in 2025. Amendment No. 5 (May 9, 2025) required quarterly revolver repayments of $2.5 million from September 30, 2025, cut the revolving commitments from $30.0 million to $25.0 million, required a $5.0 million repayment and commercially reasonable efforts to refinance by July 31, 2025, and imposed quarterly commitment fees of $0.25 million and a $1.0 million deferred fee if no refinancing occurred by then. Amendments No. 6 (July 25, 2025) and No. 7 (August 15, 2025) moved the refinancing date to August 15 and then August 20, 2025, with a revised $0.85 million deferred fee and amendment fees of $0.15 million and $0.1 million.","source_ids":["src-002"],"entity_ids":["targus","pnc"],"qualification":"","response":"","outcome":""},"reading":"Fact: The PNC agreement was amended three more times in 2025. Amendment No. 5 (May 9, 2025) required quarterly revolver repayments of $2.5 million from September 30, 2025, cut the revolving commitments from $30.0 million to $25.0 million, required a $5.0 million repayment and commercially reasonable efforts to refinance by July 31, 2025, and imposed quarterly commitment fees of $0.25 million and a $1.0 million deferred fee if no refinancing occurred by then. Amendments No. 6 (July 25, 2025) and No. 7 (August 15, 2025) moved the refinancing date to August 15 and then August 20, 2025, with a revised $0.85 million deferred fee and amendment fees of $0.15 million and $0.1 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-targus-fgi","record":{"id":"c-debt-targus-fgi","kind":"fact","text":"On August 20, 2025 Targus and certain of its subsidiaries entered into a revolving credit, receivables purchase, security and guaranty agreement with FGI Worldwide LLC, as agent, for a three-year $30.0 million revolving facility maturing August 20, 2028, whose proceeds refinanced and repaid all obligations under the PNC credit agreement. The facility is secured by all assets of the loan parties (about $147.2 million at December 31, 2025) and a pledge of the equity of Targus and its subsidiaries. As the agreement required, BRC's subsidiary B. Riley Commercial Capital, LLC (BRCC) increased its subordinated intercompany loan to Targus from $5.0 million to $10.0 million at closing, and to $12.0 million on March 13, 2026.","source_ids":["src-002"],"entity_ids":["targus","fgi","pnc","brcc","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 20, 2025 Targus and certain of its subsidiaries entered into a revolving credit, receivables purchase, security and guaranty agreement with FGI Worldwide LLC, as agent, for a three-year $30.0 million revolving facility maturing August 20, 2028, whose proceeds refinanced and repaid all obligations under the PNC credit agreement. The facility is secured by all assets of the loan parties (about $147.2 million at December 31, 2025) and a pledge of the equity of Targus and its subsidiaries. As the agreement required, BRC's subsidiary B. Riley Commercial Capital, LLC (BRCC) increased its subordinated intercompany loan to Targus from $5.0 million to $10.0 million at closing, and to $12.0 million on March 13, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-bebe-slr","record":{"id":"c-debt-bebe-slr","kind":"fact","text":"After BRC obtained a majority interest in bebe stores, inc. on October 6, 2023, bebe's five-year $25.0 million term loan from SLR Credit Solutions was included in BRC's term loans until it was repaid on October 25, 2024 at the closing of the Brands Transaction, using $22.2 million of the proceeds plus $0.2 million of payoff expenses.","source_ids":["src-002"],"entity_ids":["bebe","brc","slr"],"qualification":"","response":"","outcome":""},"reading":"Fact: After BRC obtained a majority interest in bebe stores, inc. on October 6, 2023, bebe's five-year $25.0 million term loan from SLR Credit Solutions was included in BRC's term loans until it was repaid on October 25, 2024 at the closing of the Brands Transaction, using $22.2 million of the proceeds plus $0.2 million of payoff expenses."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-notes-table","record":{"id":"c-debt-notes-table","kind":"fact","text":"Carrying amounts of BRC's senior notes, in thousands of dollars, at December 31, 2025 and December 31, 2024 were: 6.375% due February 28, 2025, nil and 145,211; 5.50% due March 31, 2026, 101,523 and 216,662; 6.50% due September 30, 2026, 178,242 and 180,464; 5.00% due December 31, 2026, 176,772 and 322,667; 8.00% New Notes due January 1, 2028, 268,016 and nil; 6.00% due January 31, 2028, 213,989 and 264,345; 5.25% due August 31, 2028, 363,256 and 401,307; in total 1,301,798 and 1,530,561 (the 2024 total net of 95 of unamortized issuance costs). At June 30, 2026 the total was 1,129,966: 6.50% notes 142,130, 5.00% notes 163,836, New Notes 258,930, 6.00% notes 207,851 and 5.25% notes 357,219, with a weighted average interest rate of 5.59% (5.60% at December 31, 2025).","source_ids":["src-002","src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Carrying amounts of BRC's senior notes, in thousands of dollars, at December 31, 2025 and December 31, 2024 were: 6.375% due February 28, 2025, nil and 145,211; 5.50% due March 31, 2026, 101,523 and 216,662; 6.50% due September 30, 2026, 178,242 and 180,464; 5.00% due December 31, 2026, 176,772 and 322,667; 8.00% New Notes due January 1, 2028, 268,016 and nil; 6.00% due January 31, 2028, 213,989 and 264,345; 5.25% due August 31, 2028, 363,256 and 401,307; in total 1,301,798 and 1,530,561 (the 2024 total net of 95 of unamortized issuance costs). At June 30, 2026 the total was 1,129,966: 6.50% notes 142,130, 5.00% notes 163,836, New Notes 258,930, 6.00% notes 207,851 and 5.25% notes 357,219, with a weighted average interest rate of 5.59% (5.60% at December 31, 2025)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-new-notes","record":{"id":"c-debt-new-notes","kind":"fact","text":"BRC treated five private exchanges in 2025 (March 26, April 7, May 21, June 30 and July 11) as troubled debt restructurings: it issued $228.4 million principal of 8.00% New Notes due January 1, 2028 and recorded a $67.2 million gain on the restructurings. The New Notes were issued under an indenture of March 26, 2025 among BRC, certain subsidiaries as guarantors and GLAS Trust Company LLC as trustee and collateral agent; they are guaranteed by BRC's wholly owned restricted subsidiaries, subject to exclusions, and secured on a second-lien basis, junior to BRC's credit facility, by substantially all assets of BRC and the guarantors. Their $268.0 million carrying amount at December 31, 2025 includes $39.6 million of future undiscounted interest, and no future interest expense is recognized on them.","source_ids":["src-002"],"entity_ids":["brc","glas"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC treated five private exchanges in 2025 (March 26, April 7, May 21, June 30 and July 11) as troubled debt restructurings: it issued $228.4 million principal of 8.00% New Notes due January 1, 2028 and recorded a $67.2 million gain on the restructurings. The New Notes were issued under an indenture of March 26, 2025 among BRC, certain subsidiaries as guarantors and GLAS Trust Company LLC as trustee and collateral agent; they are guaranteed by BRC's wholly owned restricted subsidiaries, subject to exclusions, and secured on a second-lien basis, junior to BRC's credit facility, by substantially all assets of BRC and the guarantors. Their $268.0 million carrying amount at December 31, 2025 includes $39.6 million of future undiscounted interest, and no future interest expense is recognized on them."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-redeem-550","record":{"id":"c-debt-redeem-550","kind":"fact","text":"On March 30, 2026 BRC redeemed in full the $95,991 thousand principal amount of its 5.50% Senior Notes due 2026 at 100% plus accrued interest; the notes, listed on Nasdaq as RILYK, were delisted and ceased trading on the redemption date.","source_ids":["src-002"],"entity_ids":["brc","nasdaq"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 30, 2026 BRC redeemed in full the $95,991 thousand principal amount of its 5.50% Senior Notes due 2026 at 100% plus accrued interest; the notes, listed on Nasdaq as RILYK, were delisted and ceased trading on the redemption date."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-redeem-650","record":{"id":"c-debt-redeem-650","kind":"fact","text":"On August 28, 2026 BRC announced that it had called all $142,137,375 principal amount of its 6.50% Senior Notes due 2026 for redemption on September 29, 2026 at 100% plus accrued interest; the notes, listed on Nasdaq as RILYN, were to be delisted and cease trading on the redemption date. The cover page of BRC's Form 8-K on the agreements of September 28, 2026 lists as registered on the Nasdaq Global Market the common stock (RILY), depositary shares of the Series A (RILYP) and Series B (RILYL) preferred stock and the 5.00% notes due 2026 (RILYG), 5.25% notes due 2028 (RILYZ) and 6.00% notes due 2028 (RILYT), without the 6.50% notes.","source_ids":["src-037","src-015"],"entity_ids":["brc","nasdaq"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 28, 2026 BRC announced that it had called all $142,137,375 principal amount of its 6.50% Senior Notes due 2026 for redemption on September 29, 2026 at 100% plus accrued interest; the notes, listed on Nasdaq as RILYN, were to be delisted and cease trading on the redemption date. The cover page of BRC's Form 8-K on the agreements of September 28, 2026 lists as registered on the Nasdaq Global Market the common stock (RILY), depositary shares of the Series A (RILYP) and Series B (RILYL) preferred stock and the 5.00% notes due 2026 (RILYG), 5.25% notes due 2028 (RILYZ) and 6.00% notes due 2028 (RILYT), without the 6.50% notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-dba-exchanges","record":{"id":"c-debt-dba-exchanges","kind":"fact","text":"In early 2026 BRC exchanged senior notes for common stock with DBA Trading, LLC under Section 3(a)(9) of the Securities Act: on February 6 (224,226 units of the 5.50% notes due 2026 for 621,604 shares), February 27 (250,000 units of the 6.50% notes, 11,952 units of the 5.00% notes and 10,000 units of the 6.00% notes for 903,309 shares), March 10 (95,354 units of the 5.00% notes, 204,159 units of the 6.50% notes, 217,000 units of the 5.25% notes and 215,000 units of the 6.00% notes for 2,240,000 shares, after which DBA Trading's holding exceeded 5% of the common stock), March 13 (115,860 units of the 5.50% notes for 436,387 shares) and March 26 (100,000 units of the 5.50% notes for 352,566 shares).","source_ids":["src-002","src-003"],"entity_ids":["brc","dba-trading"],"qualification":"","response":"","outcome":""},"reading":"Fact: In early 2026 BRC exchanged senior notes for common stock with DBA Trading, LLC under Section 3(a)(9) of the Securities Act: on February 6 (224,226 units of the 5.50% notes due 2026 for 621,604 shares), February 27 (250,000 units of the 6.50% notes, 11,952 units of the 5.00% notes and 10,000 units of the 6.00% notes for 903,309 shares), March 10 (95,354 units of the 5.00% notes, 204,159 units of the 6.50% notes, 217,000 units of the 5.25% notes and 215,000 units of the 6.00% notes for 2,240,000 shares, after which DBA Trading's holding exceeded 5% of the common stock), March 13 (115,860 units of the 5.50% notes for 436,387 shares) and March 26 (100,000 units of the 5.50% notes for 352,566 shares)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-dba-h1-2026","record":{"id":"c-debt-dba-h1-2026","kind":"fact","text":"BRC's second-quarter 2026 report states that in the first half of 2026 it exchanged $69.1 million principal of senior notes, $42.5 million of it in troubled debt restructurings, for 8,358,495 common shares with DBA Trading, LLC, including $33.0 million for 3,804,629 shares in the second quarter; the shares had a fair value of $67.8 million at settlement prices of $6.60 to $9.34 per share, and BRC recognized a net gain on extinguishment of $1.3 million for the six months. On March 10, 2026 BRC also repurchased $4.3 million of its 5.00% notes due December 31, 2026 in the open market for $4.0 million.","source_ids":["src-014"],"entity_ids":["brc","dba-trading"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's second-quarter 2026 report states that in the first half of 2026 it exchanged $69.1 million principal of senior notes, $42.5 million of it in troubled debt restructurings, for 8,358,495 common shares with DBA Trading, LLC, including $33.0 million for 3,804,629 shares in the second quarter; the shares had a fair value of $67.8 million at settlement prices of $6.60 to $9.34 per share, and BRC recognized a net gain on extinguishment of $1.3 million for the six months. On March 10, 2026 BRC also repurchased $4.3 million of its 5.00% notes due December 31, 2026 in the open market for $4.0 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-common-dividend","record":{"id":"c-debt-common-dividend","kind":"fact","text":"BRC announced in August 2024 that it was suspending its common stock dividend to prioritize reducing its debt; it paid $33.7 million of common dividends in 2024 and none in 2025.","source_ids":["src-002"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC announced in August 2024 that it was suspending its common stock dividend to prioritize reducing its debt; it paid $33.7 million of common dividends in 2024 and none in 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-preferred-suspension","record":{"id":"c-debt-preferred-suspension","kind":"fact","text":"On January 21, 2025 BRC announced a temporary suspension of dividends on its Series A preferred stock and, as its 2024 annual report also states, on its Series B preferred stock; unpaid dividends accrue until paid, and dividends in arrears on the Series A depositary shares were $5.7 million at December 31, 2025, compared with $0.8 million a year earlier.","source_ids":["src-002","src-088"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On January 21, 2025 BRC announced a temporary suspension of dividends on its Series A preferred stock and, as its 2024 annual report also states, on its Series B preferred stock; unpaid dividends accrue until paid, and dividends in arrears on the Series A depositary shares were $5.7 million at December 31, 2025, compared with $0.8 million a year earlier."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-preferred-default","record":{"id":"c-debt-preferred-default","kind":"fact","text":"On April 30, 2026 BRC did not pay the quarterly dividends on its Series A and Series B preferred stock, the sixth unpaid quarterly dividend period since the suspension announced on January 21, 2025, so a 'Preferred Dividend Default' occurred under each certificate of designation. Under those certificates the board automatically grows by two seats and the preferred holders become entitled to elect two additional directors until all accumulated dividends are paid; as of its second-quarter 2026 report BRC had not received a written demand meeting the requirements for a special meeting to elect them. Cumulative unpaid dividends included in the liquidation preference at June 30, 2026 were $7.3 million on the Series A and $4.8 million on the Series B preferred stock.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: On April 30, 2026 BRC did not pay the quarterly dividends on its Series A and Series B preferred stock, the sixth unpaid quarterly dividend period since the suspension announced on January 21, 2025, so a 'Preferred Dividend Default' occurred under each certificate of designation. Under those certificates the board automatically grows by two seats and the preferred holders become entitled to elect two additional directors until all accumulated dividends are paid; as of its second-quarter 2026 report BRC had not received a written demand meeting the requirements for a special meeting to elect them. Cumulative unpaid dividends included in the liquidation preference at June 30, 2026 were $7.3 million on the Series A and $4.8 million on the Series B preferred stock."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-nasdaq","record":{"id":"c-debt-nasdaq","kind":"fact","text":"Nasdaq's Listing Qualifications Staff sent BRC Staff Determination Letters on April 3, May 21, August 20, October 1 and November 21, 2025 for non-compliance with Listing Rule 5250(c)(1), because BRC had not timely filed its 2024 Form 10-K (filed on September 19, 2025) and its Form 10-Qs for the first three quarters of 2025; the letters did not result in suspension of trading or delisting. After a hearing on November 4, 2025, a Nasdaq Hearings Panel decided on November 18, 2025 to grant continued listing subject to conditions. BRC filed the three quarterly reports on November 18, 2025, December 15, 2025 and January 14, 2026, and on January 27, 2026 Nasdaq confirmed that it had regained compliance and imposed a one-year 'Mandatory Panel Monitor', under which a further late filing during that year would not allow BRC to submit a compliance plan to the Staff.","source_ids":["src-002"],"entity_ids":["brc","nasdaq"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: Nasdaq's Listing Qualifications Staff sent BRC Staff Determination Letters on April 3, May 21, August 20, October 1 and November 21, 2025 for non-compliance with Listing Rule 5250(c)(1), because BRC had not timely filed its 2024 Form 10-K (filed on September 19, 2025) and its Form 10-Qs for the first three quarters of 2025; the letters did not result in suspension of trading or delisting. After a hearing on November 4, 2025, a Nasdaq Hearings Panel decided on November 18, 2025 to grant continued listing subject to conditions. BRC filed the three quarterly reports on November 18, 2025, December 15, 2025 and January 14, 2026, and on January 27, 2026 Nasdaq confirmed that it had regained compliance and imposed a one-year 'Mandatory Panel Monitor', under which a further late filing during that year would not allow BRC to submit a compliance plan to the Staff."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-marcum-tenure","record":{"id":"c-debt-marcum-tenure","kind":"fact","text":"Marcum LLP audited BRC's financial statements from the fiscal year ended December 31, 2006, and BRC's board selected it again as auditor for 2023; Marcum's audit fees were $3,791,430 for 2022 and $2,321,824 for 2021.","source_ids":["src-016"],"entity_ids":["marcum","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Marcum LLP audited BRC's financial statements from the fiscal year ended December 31, 2006, and BRC's board selected it again as auditor for 2023; Marcum's audit fees were $3,791,430 for 2022 and $2,321,824 for 2021."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-marcum-dismissal","record":{"id":"c-debt-marcum-dismissal","kind":"fact","text":"On September 8, 2025 BRC's Audit Committee dismissed Marcum LLP, effective on completion of its audit of the 2024 financial statements and internal control over financial reporting, which were included in the 2024 Form 10-K filed on September 19, 2025, and the same day approved BDO USA, P.C. as auditor for 2025, subject to BDO's client acceptance procedures. BRC states that Marcum's reports on the 2022 and 2023 financial statements contained no adverse opinion or disclaimer and that there were no disagreements with Marcum during 2023, 2024 and the interim period to September 8, 2025.","source_ids":["src-003"],"entity_ids":["brc","marcum","bdo"],"qualification":"","response":"","outcome":""},"reading":"Fact: On September 8, 2025 BRC's Audit Committee dismissed Marcum LLP, effective on completion of its audit of the 2024 financial statements and internal control over financial reporting, which were included in the 2024 Form 10-K filed on September 19, 2025, and the same day approved BDO USA, P.C. as auditor for 2025, subject to BDO's client acceptance procedures. BRC states that Marcum's reports on the 2022 and 2023 financial statements contained no adverse opinion or disclaimer and that there were no disagreements with Marcum during 2023, 2024 and the interim period to September 8, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-material-weaknesses","record":{"id":"c-debt-material-weaknesses","kind":"fact","text":"In disclosing the change of auditor, BRC listed material weaknesses in its internal control over financial reporting during 2023, 2024 and the interim period to September 8, 2025: IT general controls at subsidiaries (a B. Riley Advisory Holdings unit, Lingo Management, Tiger US Holdings and bebe stores); reliance on service-organization reports for Marconi Wireless and B. Riley Retail Solutions; management's review of level 3 investment valuations, the income tax provision and goodwill; journal entry review and approval; and management's review controls to identify and disclose material related party transactions.","source_ids":["src-003"],"entity_ids":["brc"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brc"]},"reading":"Fact: In disclosing the change of auditor, BRC listed material weaknesses in its internal control over financial reporting during 2023, 2024 and the interim period to September 8, 2025: IT general controls at subsidiaries (a B. Riley Advisory Holdings unit, Lingo Management, Tiger US Holdings and bebe stores); reliance on service-organization reports for Marconi Wireless and B. Riley Retail Solutions; management's review of level 3 investment valuations, the income tax provision and goodwill; journal entry review and approval; and management's review controls to identify and disclose material related party transactions."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-bdo-independence","record":{"id":"c-debt-bdo-independence","kind":"fact","text":"Before its appointment BDO informed BRC that it would not be independent for the 2025 audit because BDO member firms had performed non-audit services (payroll, corporate secretarial, treasury and accounts payable, and third-party licensed software) for affiliates of BRC during the audit period; those services were terminated in April 2025. BRC's Audit Committee and BDO each concluded that the services would not impair BDO's objectivity and impartiality, citing among other reasons that the services ceased before the appointment, were provided to a limited number of smaller foreign subsidiaries and were immaterial to both BRC and BDO.","source_ids":["src-003"],"entity_ids":["bdo","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Before its appointment BDO informed BRC that it would not be independent for the 2025 audit because BDO member firms had performed non-audit services (payroll, corporate secretarial, treasury and accounts payable, and third-party licensed software) for affiliates of BRC during the audit period; those services were terminated in April 2025. BRC's Audit Committee and BDO each concluded that the services would not impair BDO's objectivity and impartiality, citing among other reasons that the services ceased before the appointment, were provided to a limited number of smaller foreign subsidiaries and were immaterial to both BRC and BDO."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-audit-fees","record":{"id":"c-debt-audit-fees","kind":"fact","text":"BRC's latest proxy statement reports auditor fees of $9,555,222 to BDO for 2025 ($9,511,596 audit and $43,626 tax fees) and $11,779,900 to Marcum for 2024, comprising $10,501,500 of audit fees and $1,278,400 of audit-related fees described as being in connection with the SEC investigation.","source_ids":["src-003"],"entity_ids":["brc","bdo","marcum"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's latest proxy statement reports auditor fees of $9,555,222 to BDO for 2025 ($9,511,596 audit and $43,626 tax fees) and $11,779,900 to Marcum for 2024, comprising $10,501,500 of audit fees and $1,278,400 of audit-related fees described as being in connection with the SEC investigation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-debt-bdo-auditor","record":{"id":"c-debt-bdo-auditor","kind":"fact","text":"BRC's annual report for 2025 names BDO USA, P.C., Los Angeles, California (PCAOB firm ID 243), as its independent auditor.","source_ids":["src-002"],"entity_ids":["bdo","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's annual report for 2025 names BDO USA, P.C., Los Angeles, California (PCAOB firm ID 243), as its independent auditor."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-brands","record":{"id":"c-sale-brands","kind":"fact","text":"In October 2024 BRC's subsidiary B. Riley Brand Management transferred to a subsidiary securitization financing vehicle its interests in the entities holding assets of six consumer brands and its equity-method investments in Hurley, Justice and Scotch & Soda (the 'Brands Transaction'); the vehicle issued notes and preferred stock secured by those interests to a third-party purchaser, and the proceeds funded an upfront payment to BRC of about $189.3 million.","source_ids":["src-002"],"entity_ids":["brc","br-brand-mgmt"],"qualification":"","response":"","outcome":""},"reading":"Fact: In October 2024 BRC's subsidiary B. Riley Brand Management transferred to a subsidiary securitization financing vehicle its interests in the entities holding assets of six consumer brands and its equity-method investments in Hurley, Justice and Scotch & Soda (the 'Brands Transaction'); the vehicle issued notes and preferred stock secured by those interests to a third-party purchaser, and the proceeds funded an upfront payment to BRC of about $189.3 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-brands-tca","record":{"id":"c-sale-brands-tca","kind":"fact","text":"The Transfer and Contribution Agreement of October 25, 2024 records B. Riley Brand Management LLC as transferor and BR Funding Holdings 2024-1 LLC as transferee; the same day the transferee entered into a note purchase and security agreement with the issuer BR Funding 2024-1 LLC, a servicer, Bluestar Alliance LLC as asset vehicle manager, the note and preference-share purchasers, and U.S. Bank entities as collateral agent and securities intermediary. The transferred assets were 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, all held by B. Riley Brand Management, and the agreement sets the consideration as the assets' fair market value as determined and agreed by the transferor and transferee rather than a stated amount.","source_ids":["src-034"],"entity_ids":["br-brand-mgmt","br-funding-2024","bluestar"],"qualification":"","response":"","outcome":""},"reading":"Fact: The Transfer and Contribution Agreement of October 25, 2024 records B. Riley Brand Management LLC as transferor and BR Funding Holdings 2024-1 LLC as transferee; the same day the transferee entered into a note purchase and security agreement with the issuer BR Funding 2024-1 LLC, a servicer, Bluestar Alliance LLC as asset vehicle manager, the note and preference-share purchasers, and U.S. Bank entities as collateral agent and securities intermediary. The transferred assets were 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, all held by B. Riley Brand Management, and the agreement sets the consideration as the assets' fair market value as determined and agreed by the transferor and transferee rather than a stated amount."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-bebe-brands","record":{"id":"c-sale-bebe-brands","kind":"fact","text":"Also in October 2024 BRC's majority-owned subsidiary bebe stores, inc. sold its interests in entities holding certain brand assets to a third-party purchaser for about $46.6 million in net cash; $22.2 million repaid the bebe credit agreement in full, with $0.2 million of payoff expenses, and the remainder was paid to BRC as a dividend. The membership interest purchase agreement of October 25, 2024 names HBN 120, LLC as buyer of bebe's 50.00% interest in BB Brand Holdings LLC ($33,500,000) and 28.53% interest in BKST Brand Management LLC ($13,124,420), together $46,624,420.","source_ids":["src-002","src-035"],"entity_ids":["bebe","hbn120","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Also in October 2024 BRC's majority-owned subsidiary bebe stores, inc. sold its interests in entities holding certain brand assets to a third-party purchaser for about $46.6 million in net cash; $22.2 million repaid the bebe credit agreement in full, with $0.2 million of payoff expenses, and the remainder was paid to BRC as a dividend. The membership interest purchase agreement of October 25, 2024 names HBN 120, LLC as buyer of bebe's 50.00% interest in BB Brand Holdings LLC ($33,500,000) and 28.53% interest in BKST Brand Management LLC ($13,124,420), together $46,624,420."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-ga","record":{"id":"c-sale-ga","kind":"fact","text":"In November 2024 BRC and certain subsidiaries contributed their appraisal and valuation services, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings, LLC (GA Holdings), and third-party investors bought all class A preferred units and 52.6% of the class A common units for about $203.0 million; after amounts paid to minority holders and transaction expenses, about $167.1 million was distributed to BRC.","source_ids":["src-002"],"entity_ids":["brc","ga-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: In November 2024 BRC and certain subsidiaries contributed their appraisal and valuation services, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings, LLC (GA Holdings), and third-party investors bought all class A preferred units and 52.6% of the class A common units for about $203.0 million; after amounts paid to minority holders and transaction expenses, about $167.1 million was distributed to BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-ga-epa","record":{"id":"c-sale-ga-epa","kind":"fact","text":"The equity purchase agreement of October 13, 2024 names as buyers OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC and VOF Great American Holdings, L.P.; as sellers BR Financial Holdings, LLC, also acting as sellers' representative, and three individuals who held minority interests in the appraisal and valuation subsidiary B. Riley A&V and were to contribute them to GA Holdings in a pre-closing reorganization; as the company GA Holdings, then a wholly owned subsidiary of BR Financial Holdings; and B. Riley Financial, Inc. as ultimate parent for one section only. The buyers acquired all class A preferred units and class A common units representing 52.591% of the class A common units for closing cash consideration of $203,000,000, less reimbursable transaction expenses and an escrow amount. Each buyer is party to an equity commitment letter from Oaktree funds, and the signature block of OCM SSF III Great American PT, L.P. runs through Oaktree Capital Management, L.P. as director of its general partner.","source_ids":["src-033"],"entity_ids":["ocm-ssf-iii-ga","opps-xii-ga","vof-ga","brfh","ga-holdings","brc","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: The equity purchase agreement of October 13, 2024 names as buyers OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC and VOF Great American Holdings, L.P.; as sellers BR Financial Holdings, LLC, also acting as sellers' representative, and three individuals who held minority interests in the appraisal and valuation subsidiary B. Riley A&V and were to contribute them to GA Holdings in a pre-closing reorganization; as the company GA Holdings, then a wholly owned subsidiary of BR Financial Holdings; and B. Riley Financial, Inc. as ultimate parent for one section only. The buyers acquired all class A preferred units and class A common units representing 52.591% of the class A common units for closing cash consideration of $203,000,000, less reimbursable transaction expenses and an escrow amount. Each buyer is party to an equity commitment letter from Oaktree funds, and the signature block of OCM SSF III Great American PT, L.P. runs through Oaktree Capital Management, L.P. as director of its general partner."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-acr","record":{"id":"c-sale-acr","kind":"fact","text":"On March 3, 2025 BRC, BRFH, B. Riley Environmental Holdings, LLC and other indirect subsidiaries, including Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, completed the sale of the group's recycling business under a membership interest purchase agreement. The interests held by BRFH and the minority holders were sold for $102.5 million, subject to adjustments and a holdback pending a third-party consent, giving BRC cash proceeds of $68.6 million after amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items; about $22.6 million of those proceeds paid interest, fees and principal on the Oaktree credit facility, and BRC recognized a $52.4 million gain.","source_ids":["src-014"],"entity_ids":["brc","brfh","br-environmental","acr","oaktree"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 3, 2025 BRC, BRFH, B. Riley Environmental Holdings, LLC and other indirect subsidiaries, including Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, completed the sale of the group's recycling business under a membership interest purchase agreement. The interests held by BRFH and the minority holders were sold for $102.5 million, subject to adjustments and a holdback pending a third-party consent, giving BRC cash proceeds of $68.6 million after amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items; about $22.6 million of those proceeds paid interest, fees and principal on the Oaktree credit facility, and BRC recognized a $52.4 million gain."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-acr-mipa","record":{"id":"c-sale-acr-mipa","kind":"fact","text":"The membership interest purchase agreement for the recycling companies, dated March 1, 2025, names Atlantic Coast Recycling Holdings, Inc. (Delaware) as purchaser and, on the other side, Atlantic Coast Recycling, LLC, Atlantic Coast Recycling of Ocean County, LLC, their member ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, InfraNext Partners Holdings LLC and several individual holders. The base purchase price was $96,454,261, less closing-date debt and transaction expenses, plus or minus a working-capital adjustment and plus capital expenditure reimbursement amounts; the purchaser's President and Chief Executive Officer signed for it.","source_ids":["src-032"],"entity_ids":["acr-holdings","acr","reval","brc","brfh","br-environmental","brf-investments","infranext"],"qualification":"The agreement's $96,454,261 base price is stated before the debt, expense, working-capital and capital-expenditure adjustments; BRC's filings report a purchase price of $102.5 million, and the cited records do not reconcile the two figures.","response":"","outcome":""},"reading":"Fact: The membership interest purchase agreement for the recycling companies, dated March 1, 2025, names Atlantic Coast Recycling Holdings, Inc. (Delaware) as purchaser and, on the other side, Atlantic Coast Recycling, LLC, Atlantic Coast Recycling of Ocean County, LLC, their member ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, InfraNext Partners Holdings LLC and several individual holders. The base purchase price was $96,454,261, less closing-date debt and transaction expenses, plus or minus a working-capital adjustment and plus capital expenditure reimbursement amounts; the purchaser's President and Chief Executive Officer signed for it."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-2025-summary","record":{"id":"c-sale-2025-summary","kind":"fact","text":"BRC's 2025 annual report lists three disposals completed in 2025: the majority-owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of about $68,638 thousand, part of the wealth management business on April 4, 2025 for $26,037 thousand, and the financial consulting business on June 27, 2025 for $117,800 thousand.","source_ids":["src-002"],"entity_ids":["brc","acr"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 annual report lists three disposals completed in 2025: the majority-owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of about $68,638 thousand, part of the wealth management business on April 4, 2025 for $26,037 thousand, and the financial consulting business on June 27, 2025 for $117,800 thousand."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-stifel","record":{"id":"c-sale-stifel","kind":"fact","text":"In April 2025 BRC sold a portion of its W-2 wealth management business to Stifel Financial Corp. for net cash consideration of $26.0 million. Stifel's own results release for the second quarter of 2025 states that it added 36 experienced financial advisors from B. Riley during that quarter.","source_ids":["src-002","src-038"],"entity_ids":["brc","stifel"],"qualification":"","response":"","outcome":""},"reading":"Fact: In April 2025 BRC sold a portion of its W-2 wealth management business to Stifel Financial Corp. for net cash consideration of $26.0 million. Stifel's own results release for the second quarter of 2025 states that it added 36 experienced financial advisors from B. Riley during that quarter."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-glassratner","record":{"id":"c-sale-glassratner","kind":"fact","text":"In June 2025 BRC sold all membership interests of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services, and all shares of B. Riley Farber Advisory Inc., an Ontario corporation, for cash consideration of about $117.8 million. Under the equity purchase agreement of June 27, 2025, B. Riley Advisory Holdings, LLC sold GlassRatner to Gallop U.S. Acquireco Inc. (Delaware) and B. Riley Advisory US, Inc. sold Farber to 1001243443 Ontario Inc., with B. Riley Financial, Inc. a party as parent for specified sections; at closing the buyers were to pay $117,800,000.00 plus further adjustment items. The agreement refers to a confidentiality agreement effective September 10, 2024 between GlassRatner and TorQuest Partners Management Inc.","source_ids":["src-002","src-031"],"entity_ids":["brc","glassratner","farber","br-advisory-holdings","br-advisory-us","gallop","ontario-farber-buyer","torquest"],"qualification":"","response":"","outcome":""},"reading":"Fact: In June 2025 BRC sold all membership interests of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services, and all shares of B. Riley Farber Advisory Inc., an Ontario corporation, for cash consideration of about $117.8 million. Under the equity purchase agreement of June 27, 2025, B. Riley Advisory Holdings, LLC sold GlassRatner to Gallop U.S. Acquireco Inc. (Delaware) and B. Riley Advisory US, Inc. sold Farber to 1001243443 Ontario Inc., with B. Riley Financial, Inc. a party as parent for specified sections; at closing the buyers were to pay $117,800,000.00 plus further adjustment items. The agreement refers to a confidentiality agreement effective September 10, 2024 between GlassRatner and TorQuest Partners Management Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-calnrg","record":{"id":"c-sale-calnrg","kind":"fact","text":"California Natural Resources Group, LLC (CalNRG) was a BRC related party through BRC's approximately 25.0% equity stake, and BRC had guaranteed up to $7,375 thousand of CalNRG's bank credit facility; on May 23, 2024 BRC sold the stake for $9,272 thousand, realizing a gain of $254 thousand, with no commitments remaining.","source_ids":["src-002"],"entity_ids":["brc","calnrg"],"qualification":"","response":"","outcome":""},"reading":"Fact: California Natural Resources Group, LLC (CalNRG) was a BRC related party through BRC's approximately 25.0% equity stake, and BRC had guaranteed up to $7,375 thousand of CalNRG's bank credit facility; on May 23, 2024 BRC sold the stake for $9,272 thousand, realizing a gain of $254 thousand, with no commitments remaining."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-nogin","record":{"id":"c-sale-nogin","kind":"fact","text":"On March 31, 2025 BRC signed a deed of assignment for the benefit of creditors under which all assets of its e-commerce subsidiary Nogin were transferred to an assignee for Nogin's creditors. BRC deconsolidated Nogin, states that it no longer controls or owns Nogin's assets or has obligations to its creditors, does not expect to recover its investment, and recognized a $28.4 million deconsolidation gain in the first half of 2025. Certain Nogin creditors then filed an involuntary chapter 7 petition in a federal bankruptcy court in New York, and an order for relief moved the assignment to a liquidation.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 31, 2025 BRC signed a deed of assignment for the benefit of creditors under which all assets of its e-commerce subsidiary Nogin were transferred to an assignee for Nogin's creditors. BRC deconsolidated Nogin, states that it no longer controls or owns Nogin's assets or has obligations to its creditors, does not expect to recover its investment, and recognized a $28.4 million deconsolidation gain in the first half of 2025. Certain Nogin creditors then filed an involuntary chapter 7 petition in a federal bankruptcy court in New York, and an order for relief moved the assignment to a liquidation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-sale-none-2026","record":{"id":"c-sale-none-2026","kind":"fact","text":"BRC's second-quarter 2026 report shows no gain on sale or deconsolidation of businesses and no proceeds from sales of businesses in the first half of 2026, compared with a gain of $86.2 million and net proceeds of $94.9 million in the first half of 2025.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's second-quarter 2026 report shows no gain on sale or deconsolidation of businesses and no proceeds from sales of businesses in the first half of 2026, compared with a gain of $86.2 million and net proceeds of $94.9 million in the first half of 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-irs","record":{"id":"c-inv-bw-irs","kind":"fact","text":"Babcock & Wilcox Enterprises, Inc. (B&W) states in its quarterly report for the period ended March 31, 2026 that, based on Schedule 13D filings, B. Riley (BRC) beneficially owned about 20% of B&W's common stock at that date, and that under an investor rights agreement entered into in April 2019 B. Riley may nominate one member of B&W's board and holds pre-emptive rights on certain future issuances of B&W equity.","source_ids":["src-073"],"entity_ids":["bw","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Babcock & Wilcox Enterprises, Inc. (B&W) states in its quarterly report for the period ended March 31, 2026 that, based on Schedule 13D filings, B. Riley (BRC) beneficially owned about 20% of B&W's common stock at that date, and that under an investor rights agreement entered into in April 2019 B. Riley may nominate one member of B&W's board and holds pre-emptive rights on certain future issuances of B&W equity."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-voting","record":{"id":"c-inv-bw-voting","kind":"fact","text":"BRC reported a voting interest in B&W of 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026, and accounts for the investment under the fair value option.","source_ids":["src-002","src-014"],"entity_ids":["brc","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC reported a voting interest in B&W of 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026, and accounts for the investment under the fair value option."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-proxy-holding","record":{"id":"c-inv-bw-proxy-holding","kind":"fact","text":"B&W's 2026 proxy statement lists BRC Group Holdings as its largest shareholder with 27,446,522 shares (20.4%), as reported in BRC's Schedule 13D/A of February 13, 2026: 15,573,362 shares held by B. Riley Securities, Inc., an indirect majority-owned subsidiary, and 11,873,160 shares held by BRF Investments, LLC, a wholly owned subsidiary. Bryant R. Riley is reported as beneficial owner of 27,664,353 shares, including the shares attributed to BRC.","source_ids":["src-090"],"entity_ids":["bw","brc","brs","brf-investments","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: B&W's 2026 proxy statement lists BRC Group Holdings as its largest shareholder with 27,446,522 shares (20.4%), as reported in BRC's Schedule 13D/A of February 13, 2026: 15,573,362 shares held by B. Riley Securities, Inc., an indirect majority-owned subsidiary, and 11,873,160 shares held by BRF Investments, LLC, a wholly owned subsidiary. Bryant R. Riley is reported as beneficial owner of 27,664,353 shares, including the shares attributed to BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-guaranty-2021","record":{"id":"c-inv-bw-guaranty-2021","kind":"fact","text":"On June 30, 2021 BRC agreed to guarantee up to $110,000,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with B&W's debt financing (the \"B. Riley Guaranty\"); B&W paid BRC $935,000 a year for the guarantee.","source_ids":["src-016"],"entity_ids":["brc","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: On June 30, 2021 BRC agreed to guarantee up to $110,000,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with B&W's debt financing (the \"B. Riley Guaranty\"); B&W paid BRC $935,000 a year for the guarantee."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-surety","record":{"id":"c-inv-bw-surety","kind":"fact","text":"On December 22, 2021 BRC entered into a general agreement of indemnity in favour of one of B&W's sureties, agreeing to indemnify the surety against a default by B&W under a €30 million payment and performance bond issued for a B&W construction project; B&W paid BRC fees of $1,694,000 on January 20, 2022. The bond amount was reduced as contractual performance obligations were met, and BRC's indemnity obligation was €5 million at June 30, 2026.","source_ids":["src-014","src-016"],"entity_ids":["brc","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: On December 22, 2021 BRC entered into a general agreement of indemnity in favour of one of B&W's sureties, agreeing to indemnify the surety against a default by B&W under a €30 million payment and performance bond issued for a B&W construction project; B&W paid BRC fees of $1,694,000 on January 20, 2022. The bond amount was reduced as contractual performance obligations were met, and BRC's indemnity obligation was €5 million at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-axos-guaranty","record":{"id":"c-inv-bw-axos-guaranty","kind":"fact","text":"On January 18, 2024 BRC guaranteed certain obligations of B&W under B&W's credit agreement of the same date with Axos Bank as administrative agent, with BRC's exposure for principal and unreimbursed letter-of-credit obligations capped at $150,000,000; B&W agreed to pay BRC a fee of 2.00% of the revolving commitments, which B&W's own report describes as an annual fee of about $3.0 million. BRC's obligations were suspended on June 18, 2025 until January 1, 2027, and the guarantee was terminated on February 25, 2026.","source_ids":["src-003","src-073"],"entity_ids":["brc","bw","axos"],"qualification":"","response":"","outcome":""},"reading":"Fact: On January 18, 2024 BRC guaranteed certain obligations of B&W under B&W's credit agreement of the same date with Axos Bank as administrative agent, with BRC's exposure for principal and unreimbursed letter-of-credit obligations capped at $150,000,000; B&W agreed to pay BRC a fee of 2.00% of the revolving commitments, which B&W's own report describes as an annual fee of about $3.0 million. BRC's obligations were suspended on June 18, 2025 until January 1, 2027, and the guarantee was terminated on February 25, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-fees","record":{"id":"c-inv-bw-fees","kind":"fact","text":"BRC earned underwriting, financial advisory and other fees from B&W's capital-raising activities of $0 in 2023, $3,849,648 in 2024 and $8,009,995 in 2025, and $12.5 million in the first six months of 2026, compared with $3.8 million in the same period of 2025.","source_ids":["src-014","src-003"],"entity_ids":["brc","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC earned underwriting, financial advisory and other fees from B&W's capital-raising activities of $0 in 2023, $3,849,648 in 2024 and $8,009,995 in 2025, and $12.5 million in the first six months of 2026, compared with $3.8 million in the same period of 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-agent","record":{"id":"c-inv-bw-agent","kind":"fact","text":"B&W's first-quarter 2026 report states that in April 2024 and November 2025 B&W entered into sales agreements with B. Riley, among others, for at-the-market sales of B&W common stock, with B. Riley entitled to 3.0% of the gross proceeds of shares sold through it as agent, and that in the first quarter of 2026 it engaged B. Riley as financial adviser for a cash fee of 3.0% of any qualified debt financing, with $5.0 million accrued at March 31, 2026. B&W's 2026 proxy statement describes a financial advisory agreement under which B. Riley Securities, Inc. receives a cash fee of $500,000 and 3% of the value of any completed financing.","source_ids":["src-073","src-090"],"entity_ids":["bw","brc","brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: B&W's first-quarter 2026 report states that in April 2024 and November 2025 B&W entered into sales agreements with B. Riley, among others, for at-the-market sales of B&W common stock, with B. Riley entitled to 3.0% of the gross proceeds of shares sold through it as agent, and that in the first quarter of 2026 it engaged B. Riley as financial adviser for a cash fee of 3.0% of any qualified debt financing, with $5.0 million accrued at March 31, 2026. B&W's 2026 proxy statement describes a financial advisory agreement under which B. Riley Securities, Inc. receives a cash fee of $500,000 and 3% of the value of any completed financing."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-auditor","record":{"id":"c-inv-bw-auditor","kind":"fact","text":"B&W's 2026 proxy statement asks shareholders to ratify the appointment of BDO USA, P.C. as B&W's independent registered public accounting firm.","source_ids":["src-090"],"entity_ids":["bw","bdo"],"qualification":"","response":"","outcome":""},"reading":"Fact: B&W's 2026 proxy statement asks shareholders to ratify the appointment of BDO USA, P.C. as B&W's independent registered public accounting firm."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-bw-rights-offering","record":{"id":"c-inv-bw-rights-offering","kind":"attributed","text":"A short seller's report on B&W states that in 2018 B&W raised capital through a rights offering involving B. Riley Financial and Vintage Capital Management, after which B. Riley-affiliated parties held about 30% of B&W's equity, that Kenneth Young, then President of B. Riley, became B&W's chief executive in November 2018 under a consulting agreement, and that a derivative action filed in Delaware against Young, B. Riley and Vintage alleging breach of fiduciary duty and unjust enrichment settled in 2023 for $4.75 million.","source_ids":["src-092"],"entity_ids":["bw","brc","vcm","kenneth-young"],"qualification":"Account of a short seller that disclosed a short position in B&W securities. The derivative complaint and settlement papers are not among the retained records, so the court, case number, settlement terms and any admission are not established here; Young's consulting arrangement is documented separately in BRC's and B&W's proxy statements.","response":"","outcome":""},"reading":"Attributed: A short seller's report on B&W states that in 2018 B&W raised capital through a rights offering involving B. Riley Financial and Vintage Capital Management, after which B. Riley-affiliated parties held about 30% of B&W's equity, that Kenneth Young, then President of B. Riley, became B&W's chief executive in November 2018 under a consulting agreement, and that a derivative action filed in Delaware against Young, B. Riley and Vintage alleging breach of fiduciary duty and unjust enrichment settled in 2023 for $4.75 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-apld-bram","record":{"id":"c-inv-apld-bram","kind":"fact","text":"A Schedule 13D/A filed by Wesley Cummins on Applied Digital Corporation states that from January 12 to May 17, 2023 B. Riley Asset Management, LLC, of which Cummins was President, bought 605,000 Applied Digital shares on the open market for about $1,663,900 paid from its working capital.","source_ids":["src-066"],"entity_ids":["wes-cummins","bram","applied-digital"],"qualification":"","response":"","outcome":""},"reading":"Fact: A Schedule 13D/A filed by Wesley Cummins on Applied Digital Corporation states that from January 12 to May 17, 2023 B. Riley Asset Management, LLC, of which Cummins was President, bought 605,000 Applied Digital shares on the open market for about $1,663,900 paid from its working capital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-apld-related","record":{"id":"c-inv-apld-related","kind":"fact","text":"BRC's 2025 annual report states that Applied Digital was a related party because Applied Digital's chief executive officer was a member of senior management of a BRC subsidiary until February 5, 2024, and another senior manager of a BRC subsidiary, who left on March 31, 2025, sat on Applied Digital's board; Applied Digital ceased to be a related party after March 31, 2025. BRC earned $393 thousand of underwriting and financial advisory fees from Applied Digital in 2024.","source_ids":["src-002"],"entity_ids":["brc","applied-digital"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 2025 annual report states that Applied Digital was a related party because Applied Digital's chief executive officer was a member of senior management of a BRC subsidiary until February 5, 2024, and another senior manager of a BRC subsidiary, who left on March 31, 2025, sat on Applied Digital's board; Applied Digital ceased to be a related party after March 31, 2025. BRC earned $393 thousand of underwriting and financial advisory fees from Applied Digital in 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-apld-spa-2025","record":{"id":"c-inv-apld-spa-2025","kind":"fact","text":"Under a stock purchase agreement of September 3, 2025, filed with a Schedule 13D/A by Wesley Cummins, Cummins sold 400,000 Applied Digital shares at $15.26 a share to three BRC subsidiaries: B. Riley Principal Investments, LLC (160,000 shares, $2,441,600), B. Riley Principal Capital, LLC (120,000 shares, $1,831,200) and B. Riley Wealth Management Holdings, Inc. (120,000 shares, $1,831,200). Bryant Riley signed for B. Riley Principal Investments as Co-CEO.","source_ids":["src-067"],"entity_ids":["wes-cummins","applied-digital","brpi","brpc","brwmh","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: Under a stock purchase agreement of September 3, 2025, filed with a Schedule 13D/A by Wesley Cummins, Cummins sold 400,000 Applied Digital shares at $15.26 a share to three BRC subsidiaries: B. Riley Principal Investments, LLC (160,000 shares, $2,441,600), B. Riley Principal Capital, LLC (120,000 shares, $1,831,200) and B. Riley Wealth Management Holdings, Inc. (120,000 shares, $1,831,200). Bryant Riley signed for B. Riley Principal Investments as Co-CEO."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-apld-preferred","record":{"id":"c-inv-apld-preferred","kind":"fact","text":"An index of exhibits filed with the SEC lists B. Riley Principal Capital LLC, B. Riley Principal Investments LLC and B. Riley Wealth Management Holdings Inc among the parties to the sixth amendment, dated June 26, 2026, of a preferred equity purchase agreement between Applied Digital Corporation and investment entities. BRC's June 30, 2026 portfolio included Applied Digital preferred stock valued at $80.0 million, against $41.1 million at December 31, 2025.","source_ids":["src-084","src-014"],"entity_ids":["applied-digital","brpc","brpi","brwmh","brc"],"qualification":"The agreement index names the parties but the amendment's text is not among the retained records.","response":"","outcome":""},"reading":"Fact: An index of exhibits filed with the SEC lists B. Riley Principal Capital LLC, B. Riley Principal Investments LLC and B. Riley Wealth Management Holdings Inc among the parties to the sixth amendment, dated June 26, 2026, of a preferred equity purchase agreement between Applied Digital Corporation and investment entities. BRC's June 30, 2026 portfolio included Applied Digital preferred stock valued at $80.0 million, against $41.1 million at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-biomerica","record":{"id":"c-inv-biomerica","kind":"fact","text":"On August 25, 2026 B. Riley Principal Capital, LLC (BRPC), a subsidiary of BRC held through B. Riley Securities Holdings, Inc., of which BRC is the majority holder, bought 460,080 Biomerica Inc shares at $1.60 a share, $736,128 in total, in a private placement under a securities purchase agreement dated August 20, 2026. The related Schedule 13D reports the stake as 10.03% of 4,588,968 shares outstanding but gives the holding as 480,060 shares in Item 5.","source_ids":["src-013","src-012"],"entity_ids":["brpc","biomerica","brc","brsh"],"qualification":"","response":"","outcome":""},"reading":"Fact: On August 25, 2026 B. Riley Principal Capital, LLC (BRPC), a subsidiary of BRC held through B. Riley Securities Holdings, Inc., of which BRC is the majority holder, bought 460,080 Biomerica Inc shares at $1.60 a share, $736,128 in total, in a private placement under a securities purchase agreement dated August 20, 2026. The related Schedule 13D reports the stake as 10.03% of 4,588,968 shares outstanding but gives the holding as 480,060 shares in Item 5."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-biomerica-board","record":{"id":"c-inv-biomerica-board","kind":"fact","text":"With the purchase BRPC became entitled to appoint a representative to Biomerica's board, and Biomerica engaged B. Riley Securities, Inc. as its exclusive financial adviser on potential strategic transactions for an initial term of 24 months.","source_ids":["src-012"],"entity_ids":["brpc","biomerica","brs"],"qualification":"","response":"","outcome":""},"reading":"Fact: With the purchase BRPC became entitled to appoint a representative to Biomerica's board, and Biomerica engaged B. Riley Securities, Inc. as its exclusive financial adviser on potential strategic transactions for an initial term of 24 months."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-13d-statement","record":{"id":"c-inv-13d-statement","kind":"fact","text":"In the August 2026 Schedule 13D on Biomerica, BRC, B. Riley Principal Capital and Bryant R. Riley stated that during the previous five years none of them, nor any executive officer or director of BRC listed in its Schedule A, had been convicted in a criminal proceeding or been subject, as a result of a civil or administrative proceeding, to a judgment, decree or final order enjoining or prohibiting securities-law violations or finding such a violation.","source_ids":["src-012"],"entity_ids":["brc","brpc","bryant-riley","biomerica"],"qualification":"A statement made by the filers in a required disclosure item; it covers convictions and securities-law judgments or orders only, and does not address pending proceedings, subpoenas or settled matters without such an order.","response":"","outcome":""},"reading":"Fact: In the August 2026 Schedule 13D on Biomerica, BRC, B. Riley Principal Capital and Bryant R. Riley stated that during the previous five years none of them, nor any executive officer or director of BRC listed in its Schedule A, had been convicted in a criminal proceeding or been subject, as a result of a civil or administrative proceeding, to a judgment, decree or final order enjoining or prohibiting securities-law violations or finding such a violation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-sangoma-agreement","record":{"id":"c-inv-sangoma-agreement","kind":"fact","text":"On September 28, 2026 BRC, its wholly owned subsidiary 1001755979 Ontario Inc. and Sangoma Technologies Corporation entered into an arrangement agreement under which the subsidiary would acquire all Sangoma shares through a court-approved plan of arrangement under the Business Corporations Act (Ontario), Sangoma shareholders receiving 0.04767 of a BRC share and US$4.925 in cash per share. The transaction requires at least 66⅔% of votes cast by Sangoma shareholders, court and regulatory approvals and is expected to close in January 2027; Sangoma would owe a US$5,397,000 termination fee in certain circumstances, and Sangoma's directors and senior officers, holding about 27% of its shares, signed voting support agreements. The arrangement agreement refers to a confidentiality agreement between Sangoma and BRC dated April 6, 2026.","source_ids":["src-015","src-094"],"entity_ids":["brc","ontario-purchaser","sangoma"],"qualification":"","response":"","outcome":""},"reading":"Fact: On September 28, 2026 BRC, its wholly owned subsidiary 1001755979 Ontario Inc. and Sangoma Technologies Corporation entered into an arrangement agreement under which the subsidiary would acquire all Sangoma shares through a court-approved plan of arrangement under the Business Corporations Act (Ontario), Sangoma shareholders receiving 0.04767 of a BRC share and US$4.925 in cash per share. The transaction requires at least 66⅔% of votes cast by Sangoma shareholders, court and regulatory approvals and is expected to close in January 2027; Sangoma would owe a US$5,397,000 termination fee in certain circumstances, and Sangoma's directors and senior officers, holding about 27% of its shares, signed voting support agreements. The arrangement agreement refers to a confidentiality agreement between Sangoma and BRC dated April 6, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-sangoma-guarantee","record":{"id":"c-inv-sangoma-guarantee","kind":"fact","text":"In the arrangement agreement BRC, as parent, unconditionally and irrevocably guaranteed to Sangoma the payment and performance of the obligations of the purchaser, 1001755979 Ontario Inc., a corporation incorporated under the laws of Ontario. Bryant Riley signed the agreement for BRC as Chairman and Co-CEO and for the purchaser as authorized signatory.","source_ids":["src-094"],"entity_ids":["brc","sangoma","ontario-purchaser","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: In the arrangement agreement BRC, as parent, unconditionally and irrevocably guaranteed to Sangoma the payment and performance of the obligations of the purchaser, 1001755979 Ontario Inc., a corporation incorporated under the laws of Ontario. Bryant Riley signed the agreement for BRC as Chairman and Co-CEO and for the purchaser as authorized signatory."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-sangoma-financing","record":{"id":"c-inv-sangoma-financing","kind":"fact","text":"BRC's 8-K states that the Sangoma acquisition will be funded with debt and equity contributions of about $38 million from BRC and about $16 million from BRC's telecommunications subsidiaries. Banc of California, Axos Bank and Israel Discount Bank of New York issued a commitment letter to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC for senior secured term loans of $212,255,000, expected to amend and refinance the telecom subsidiaries' credit agreement of January 6, 2025, which had $71,500,000 outstanding at September 30, 2026.","source_ids":["src-015"],"entity_ids":["brc","sangoma","banc-of-california","axos","idb-ny","brpac","united-online","ymax","lingo"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's 8-K states that the Sangoma acquisition will be funded with debt and equity contributions of about $38 million from BRC and about $16 million from BRC's telecommunications subsidiaries. Banc of California, Axos Bank and Israel Discount Bank of New York issued a commitment letter to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC for senior secured term loans of $212,255,000, expected to amend and refinance the telecom subsidiaries' credit agreement of January 6, 2025, which had $71,500,000 outstanding at September 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-sangoma-release","record":{"id":"c-inv-sangoma-release","kind":"fact","text":"In their joint announcement of the agreement Sangoma and BRC said the transaction valued Sangoma at an enterprise value of about US$204 million, that the consideration implied a premium of about 47% to Sangoma's closing price on the Toronto Stock Exchange as of September 28, 2026, that Sangoma shareholders would hold about 4% of BRC's shares after completion and that Sangoma would operate as part of BRC Telecom.","source_ids":["src-109"],"entity_ids":["sangoma","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: In their joint announcement of the agreement Sangoma and BRC said the transaction valued Sangoma at an enterprise value of about US$204 million, that the consideration implied a premium of about 47% to Sangoma's closing price on the Toronto Stock Exchange as of September 28, 2026, that Sangoma shareholders would hold about 4% of BRC's shares after completion and that Sangoma would operate as part of BRC Telecom."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-arena","record":{"id":"c-inv-arena","kind":"fact","text":"BRC held loans to The Arena Group Holdings, Inc. (formerly theMaven, Inc.) carried at $98,729,000 at December 31, 2022; on August 31, 2023 the loan was increased by $6,000,000 at 10.0% interest with maturity on December 31, 2026. Bryant Riley and his affiliates held more than 5% of Arena's shares during 2023. On December 1, 2023 BRC and Riley sold their equity and debt interests in Arena, which then ceased to be a related party; BRC's interest income on the loan was $10,882,000 in 2023.","source_ids":["src-011"],"entity_ids":["brc","arena","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC held loans to The Arena Group Holdings, Inc. (formerly theMaven, Inc.) carried at $98,729,000 at December 31, 2022; on August 31, 2023 the loan was increased by $6,000,000 at 10.0% interest with maturity on December 31, 2026. Bryant Riley and his affiliates held more than 5% of Arena's shares during 2023. On December 1, 2023 BRC and Riley sold their equity and debt interests in Arena, which then ceased to be a related party; BRC's interest income on the loan was $10,882,000 in 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-exela","record":{"id":"c-inv-exela","kind":"fact","text":"On February 27, 2023 B. Riley Commercial Capital, LLC lent $31.5 million to Exela Receivables 3 Holdco, LLC at Term SOFR plus 7.50%; the loan was later assigned to another wholly owned BRC subsidiary and, on July 29, 2025, amended to make XBP Americas, LLC, a company under common control with the original borrower, the borrower. The maturity was extended to September 30, 2026, and the outstanding principal was $9.5 million at June 30, 2026, down from $15.8 million at December 31, 2025.","source_ids":["src-014"],"entity_ids":["brcc","exela-holdco","xbp","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: On February 27, 2023 B. Riley Commercial Capital, LLC lent $31.5 million to Exela Receivables 3 Holdco, LLC at Term SOFR plus 7.50%; the loan was later assigned to another wholly owned BRC subsidiary and, on July 29, 2025, amended to make XBP Americas, LLC, a company under common control with the original borrower, the borrower. The maturity was extended to September 30, 2026, and the outstanding principal was $9.5 million at June 30, 2026, down from $15.8 million at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-ga-holdings-credit","record":{"id":"c-inv-ga-holdings-credit","kind":"fact","text":"BRC treats Great American Holdings, LLC as a related party because of its equity investment and board representation. At the closing of the Great American transaction on November 15, 2024 BRC provided GA Holdings with a $25 million secured revolving credit facility at SOFR plus 4.75%, temporarily raised to $40 million from March 10 to June 30, 2025; the facility was repaid in full and terminated on October 16, 2025. Until then BRC also provided GA Holdings with accounting, technology and administrative services under a transition services agreement.","source_ids":["src-014"],"entity_ids":["brc","ga-holdings"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC treats Great American Holdings, LLC as a related party because of its equity investment and board representation. At the closing of the Great American transaction on November 15, 2024 BRC provided GA Holdings with a $25 million secured revolving credit facility at SOFR plus 4.75%, temporarily raised to $40 million from March 10 to June 30, 2025; the facility was repaid in full and terminated on October 16, 2025. Until then BRC also provided GA Holdings with accounting, technology and administrative services under a transition services agreement."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-ga-joann","record":{"id":"c-inv-ga-joann","kind":"fact","text":"On February 27, 2025 BRC, with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC, formed in February 2025, for total commitments of $52 million, of which BRC committed $24.7 million, at 10.00% interest paid in kind; the loan was repaid in full on April 7, 2025. BRC treats the partnership as a related party because of its equity investment with significant influence.","source_ids":["src-014"],"entity_ids":["brc","ga-joann"],"qualification":"","response":"","outcome":""},"reading":"Fact: On February 27, 2025 BRC, with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC, formed in February 2025, for total commitments of $52 million, of which BRC committed $24.7 million, at 10.00% interest paid in kind; the loan was repaid in full on April 7, 2025. BRC treats the partnership as a related party because of its equity investment with significant influence."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-equity-method","record":{"id":"c-inv-equity-method","kind":"fact","text":"At June 30, 2026 BRC held 38.4% of Great American Holdings, LLC, carried at $77.8 million ($83.3 million at December 31, 2025), and 22.6% of SW-B. Riley Retail Opportunity Fund, carried at $7.0 million; total equity-method investments were $84.8 million.","source_ids":["src-014"],"entity_ids":["brc","ga-holdings","sw-fund"],"qualification":"","response":"","outcome":""},"reading":"Fact: At June 30, 2026 BRC held 38.4% of Great American Holdings, LLC, carried at $77.8 million ($83.3 million at December 31, 2025), and 22.6% of SW-B. Riley Retail Opportunity Fund, carried at $7.0 million; total equity-method investments were $84.8 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-enovum","record":{"id":"c-inv-enovum","kind":"fact","text":"On May 26, 2026 BRC bought from a strategic asset company $20 million of a delayed-draw term loan to Enovum NC-1 Venture, LLC, a subsidiary of a public AI-infrastructure company, for which Enovum received $19.4 million; the loan bears 9.50% interest payable in cash or in kind, matures on August 24, 2026 subject to a 30-day extension, and carries a minimum return of 1.1 times principal ($22 million).","source_ids":["src-014"],"entity_ids":["brc","enovum"],"qualification":"","response":"","outcome":""},"reading":"Fact: On May 26, 2026 BRC bought from a strategic asset company $20 million of a delayed-draw term loan to Enovum NC-1 Venture, LLC, a subsidiary of a public AI-infrastructure company, for which Enovum received $19.4 million; the loan bears 9.50% interest payable in cash or in kind, matures on August 24, 2026 subject to a 30-day extension, and carries a minimum return of 1.1 times principal ($22 million)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-spacex","record":{"id":"c-inv-spacex","kind":"fact","text":"BRC announced on June 15, 2026 that between 2018 and 2021 its wealth management business facilitated client investments of about $233 million in SpaceX through special purpose vehicles in which BRC subsidiaries hold carried interest. Based on SpaceX's closing price of $160.95 on June 12, 2026, BRC put the gross value of that carried interest at about $84.2 million and its expected net proceeds at about $70.4 million.","source_ids":["src-112"],"entity_ids":["brc","spacex"],"qualification":"BRC's own unaudited estimate at a single day's share price.","response":"","outcome":""},"reading":"Fact: BRC announced on June 15, 2026 that between 2018 and 2021 its wealth management business facilitated client investments of about $233 million in SpaceX through special purpose vehicles in which BRC subsidiaries hold carried interest. Based on SpaceX's closing price of $160.95 on June 12, 2026, BRC put the gross value of that carried interest at about $84.2 million and its expected net proceeds at about $70.4 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-carried-interest-q2","record":{"id":"c-inv-carried-interest-q2","kind":"fact","text":"In the second quarter of 2026 BRC recorded $16.3 million of carried-interest income, mainly from investment funds holding SpaceX positions, in its Wealth Management segment and a further $12.9 million in its other non-reportable segments, partly offset by $2.4 million lower finder-fee commissions from Applied Digital.","source_ids":["src-014"],"entity_ids":["brc","spacex","applied-digital"],"qualification":"","response":"","outcome":""},"reading":"Fact: In the second quarter of 2026 BRC recorded $16.3 million of carried-interest income, mainly from investment funds holding SpaceX positions, in its Wealth Management segment and a further $12.9 million in its other non-reportable segments, partly offset by $2.4 million lower finder-fee commissions from Applied Digital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-written-puts","record":{"id":"c-inv-written-puts","kind":"fact","text":"Under two written put agreements of April and September 2025 (the latter later amended), unnamed issuers may require BRC to buy up to $15 million of their convertible preferred stock before March 24, 2027 and up to $2.0 billion before August 27, 2029, subject to limits; the quarterly report states that BRC bought $375 million of preferred shares under the April 2025 agreement in the first half of 2026.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"The quarterly report lists the two purchase caps in the same order as the April and September agreements, yet attributes the $375 million of first-half purchases to the April 2025 agreement; it does not reconcile the two statements or name the issuers.","response":"","outcome":""},"reading":"Fact: Under two written put agreements of April and September 2025 (the latter later amended), unnamed issuers may require BRC to buy up to $15 million of their convertible preferred stock before March 24, 2027 and up to $2.0 billion before August 27, 2029, subject to limits; the quarterly report states that BRC bought $375 million of preferred shares under the April 2025 agreement in the first half of 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-securities","record":{"id":"c-inv-securities","kind":"fact","text":"BRC's securities and other investments owned totalled $723.7 million at June 30, 2026, including equity securities at fair value of $541.4 million.","source_ids":["src-014"],"entity_ids":["brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC's securities and other investments owned totalled $723.7 million at June 30, 2026, including equity securities at fair value of $541.4 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-portfolio","record":{"id":"c-inv-portfolio","kind":"fact","text":"In BRC's June 30, 2026 portfolio the largest listed holding was B&W common stock valued at $387.0 million ($174.0 million at December 31, 2025); other holdings included DoubleDown Interactive Co., Ltd. shares ($18.8 million), Applied Digital common stock ($1.0 million) and interests in investment funds holding SpaceX positions ($83.0 million).","source_ids":["src-014"],"entity_ids":["brc","bw","doubledown","applied-digital","spacex"],"qualification":"","response":"","outcome":""},"reading":"Fact: In BRC's June 30, 2026 portfolio the largest listed holding was B&W common stock valued at $387.0 million ($174.0 million at December 31, 2025); other holdings included DoubleDown Interactive Co., Ltd. shares ($18.8 million), Applied Digital common stock ($1.0 million) and interests in investment funds holding SpaceX positions ($83.0 million)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-brc-trust","record":{"id":"c-inv-brc-trust","kind":"fact","text":"BRC Trust was formed on January 6, 2025 to take over and liquidate the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership. BRC owns 13.3% of the trust's equity and its related parties 58.2%; because BRC directs the trust's activities it is the primary beneficiary and consolidates the trust as a variable interest entity, with 86.6% of the equity shown as noncontrolling interest.","source_ids":["src-014"],"entity_ids":["brc-trust","brcpof","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC Trust was formed on January 6, 2025 to take over and liquidate the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership. BRC owns 13.3% of the trust's equity and its related parties 58.2%; because BRC directs the trust's activities it is the primary beneficiary and consolidates the trust as a variable interest entity, with 86.6% of the equity shown as noncontrolling interest."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-eos","record":{"id":"c-inv-eos","kind":"fact","text":"In an August 2022 amendment to its Schedule 13D on Eos Energy Enterprises, Inc., BRC reported that its subsidiary BRF Investments, LLC directly owned 3,615,062 Eos shares and warrants for 325,000 shares, together 7.1% of Eos's common stock.","source_ids":["src-059"],"entity_ids":["brf-investments","eos","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: In an August 2022 amendment to its Schedule 13D on Eos Energy Enterprises, Inc., BRC reported that its subsidiary BRF Investments, LLC directly owned 3,615,062 Eos shares and warrants for 325,000 shares, together 7.1% of Eos's common stock."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-synchronoss","record":{"id":"c-inv-synchronoss","kind":"fact","text":"In an amendment to Schedule 13D on Synchronoss Technologies signed on March 18, 2025, BRC reported that B. Riley Principal Investments, LLC held 15,000 Synchronoss shares and B. Riley Securities, Inc. 496,474 shares, and stated that on March 11, 2025 it had separated B. Riley Securities' parent from BRC, B. Riley Securities establishing a board independent from BRC, so that BRC was no longer the beneficial owner of the shares held by B. Riley Securities.","source_ids":["src-103"],"entity_ids":["brc","brpi","brs","brsh","synchronoss"],"qualification":"BRC's later filings continue to report a majority holding in B. Riley Securities Holdings, Inc.; the statement concerns beneficial ownership of the Synchronoss shares for Schedule 13D purposes.","response":"","outcome":""},"reading":"Fact: In an amendment to Schedule 13D on Synchronoss Technologies signed on March 18, 2025, BRC reported that B. Riley Principal Investments, LLC held 15,000 Synchronoss shares and B. Riley Securities, Inc. 496,474 shares, and stated that on March 11, 2025 it had separated B. Riley Securities' parent from BRC, B. Riley Securities establishing a board independent from BRC, so that BRC was no longer the beneficial owner of the shares held by B. Riley Securities."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-brcm-officers","record":{"id":"c-inv-brcm-officers","kind":"fact","text":"Schedule A to BRC's March 2025 Schedule 13D/A on Synchronoss lists Bryant R. Riley as Chief Executive Officer and a member of the Board of Managers of B. Riley Capital Management, LLC, and Thomas J. Kelleher as its President and a member of its Board of Managers, as well as Co-Executive Chairman and director of B. Riley Securities, Inc.","source_ids":["src-103"],"entity_ids":["bryant-riley","tom-kelleher","br-capital-mgmt","brs","synchronoss"],"qualification":"","response":"","outcome":""},"reading":"Fact: Schedule A to BRC's March 2025 Schedule 13D/A on Synchronoss lists Bryant R. Riley as Chief Executive Officer and a member of the Board of Managers of B. Riley Capital Management, LLC, and Thomas J. Kelleher as its President and a member of its Board of Managers, as well as Co-Executive Chairman and director of B. Riley Securities, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-synchronoss-notes","record":{"id":"c-inv-synchronoss-notes","kind":"fact","text":"An index of exhibits filed with the SEC lists a note repurchase agreement dated June 28, 2024 among BRF Investments LLC, B. Riley Securities Inc. and Synchronoss Technologies, Inc., with the BRC subsidiaries as holders of the notes.","source_ids":["src-084"],"entity_ids":["brf-investments","brs","synchronoss"],"qualification":"","response":"","outcome":""},"reading":"Fact: An index of exhibits filed with the SEC lists a note repurchase agreement dated June 28, 2024 among BRF Investments LLC, B. Riley Securities Inc. and Synchronoss Technologies, Inc., with the BRC subsidiaries as holders of the notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-brpc2","record":{"id":"c-inv-brpc2","kind":"fact","text":"An index of exhibits filed with the SEC lists registration rights agreements between B. Riley Principal Capital II, LLC, as investor, and Monogram Orthopaedics Inc. (July 19, 2023), GCT Semiconductor Holding, Inc. (April 23, 2024), Stardust Power Inc. (October 7, 2024), Actuate Therapeutics, Inc. (March 27, 2025), Heidmar Maritime Holdings Corp. (June 6, 2025) and TOP Ships Inc. (April 24, 2026), and lists the company among the parties to a securities purchase agreement of Sky Harbour Group Corporation filed on November 2, 2023.","source_ids":["src-084","src-104"],"entity_ids":["brpc-ii","monogram","gct-semi","stardust-power","actuate","heidmar","top-ships","sky-harbour"],"qualification":"The index records the agreements and their parties; the agreements' terms are not among the retained records.","response":"","outcome":""},"reading":"Fact: An index of exhibits filed with the SEC lists registration rights agreements between B. Riley Principal Capital II, LLC, as investor, and Monogram Orthopaedics Inc. (July 19, 2023), GCT Semiconductor Holding, Inc. (April 23, 2024), Stardust Power Inc. (October 7, 2024), Actuate Therapeutics, Inc. (March 27, 2025), Heidmar Maritime Holdings Corp. (June 6, 2025) and TOP Ships Inc. (April 24, 2026), and lists the company among the parties to a securities purchase agreement of Sky Harbour Group Corporation filed on November 2, 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-10pct-reports","record":{"id":"c-inv-10pct-reports","kind":"fact","text":"BRC's owner page in EDGAR lists ownership reports it filed as a holder of more than 10% of Biomerica (2026), TransAct Technologies (2022), Eos Energy Enterprises (2021), Synchronoss Technologies (2021), B. Riley Principal 250 Merger Corp. (2021), FaZe Holdings (2021), Quantum Corp (2019), Liberty Tax, now Franchise Group (2019), Babcock & Wilcox Enterprises (2019), Sonim Technologies (2019), Alta Equipment Group (2019) and magicJack VocalTec (2018), and as director and more-than-10% owner of Select Interior Concepts (2020).","source_ids":["src-079"],"entity_ids":["brc","biomerica","transact","eos","synchronoss","brpm-250","faze-holdings","quantum","frg","bw","sonim","alta-equipment","magicjack","select-interior"],"qualification":"Dates are those shown on the EDGAR page for each issuer; the page does not show holding periods or current positions.","response":"","outcome":""},"reading":"Fact: BRC's owner page in EDGAR lists ownership reports it filed as a holder of more than 10% of Biomerica (2026), TransAct Technologies (2022), Eos Energy Enterprises (2021), Synchronoss Technologies (2021), B. Riley Principal 250 Merger Corp. (2021), FaZe Holdings (2021), Quantum Corp (2019), Liberty Tax, now Franchise Group (2019), Babcock & Wilcox Enterprises (2019), Sonim Technologies (2019), Alta Equipment Group (2019) and magicJack VocalTec (2018), and as director and more-than-10% owner of Select Interior Concepts (2020)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-brpm250-sponsor","record":{"id":"c-inv-brpm250-sponsor","kind":"fact","text":"According to a Schedule 13D filed in May 2021 on B. Riley Principal 250 Merger Corp., B. Riley Principal 250 Sponsor Co., LLC, the sponsor, was owned and controlled by B. Riley Principal Investments, LLC (BRPI) and B. Riley Financial; BRPI, a Delaware company investing in securities, was the sponsor's sole member and a wholly owned subsidiary of B. Riley Financial, and BRPI, B. Riley Financial and Bryant R. Riley, as Co-CEO and Chairman, could be deemed indirect beneficial owners of the sponsor's securities.","source_ids":["src-051"],"entity_ids":["brpm-250-sponsor","brpm-250","brpi","brc","bryant-riley"],"qualification":"","response":"","outcome":""},"reading":"Fact: According to a Schedule 13D filed in May 2021 on B. Riley Principal 250 Merger Corp., B. Riley Principal 250 Sponsor Co., LLC, the sponsor, was owned and controlled by B. Riley Principal Investments, LLC (BRPI) and B. Riley Financial; BRPI, a Delaware company investing in securities, was the sponsor's sole member and a wholly owned subsidiary of B. Riley Financial, and BRPI, B. Riley Financial and Bryant R. Riley, as Co-CEO and Chairman, could be deemed indirect beneficial owners of the sponsor's securities."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-brpm250-edgar","record":{"id":"c-inv-brpm250-edgar","kind":"fact","text":"EDGAR's registrant record for B. Riley Principal 250 Merger Corp. (CIK 0001844211) classifies it under SIC 6770, blank checks, lists no ticker or exchange, and includes Forms 25-NSE and 15-12G, used for removal from listing and termination of registration, among its filings.","source_ids":["src-097"],"entity_ids":["brpm-250"],"qualification":"","response":"","outcome":""},"reading":"Fact: EDGAR's registrant record for B. Riley Principal 250 Merger Corp. (CIK 0001844211) classifies it under SIC 6770, blank checks, lists no ticker or exchange, and includes Forms 25-NSE and 15-12G, used for removal from listing and termination of registration, among its filings."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-inv-targus","record":{"id":"c-inv-targus","kind":"fact","text":"On October 18, 2022 BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus). Mikel Williams, then a BRC director and Targus's chief executive, resigned from BRC's board that day and stayed on as Targus chief executive with an annual salary of about $615,000; his Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he was granted performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024.","source_ids":["src-016"],"entity_ids":["brc","targus","mikel-williams"],"qualification":"","response":"","outcome":""},"reading":"Fact: On October 18, 2022 BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus). Mikel Williams, then a BRC director and Targus's chief executive, resigned from BRC's board that day and stayed on as Targus chief executive with an annual salary of about $615,000; his Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he was granted performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-contract","record":{"id":"c-be-contract","kind":"fact","text":"B&W's first-quarter 2026 report states that in November 2025 B&W entered into a limited notice to proceed with Applied Digital for four 300-megawatt natural-gas power plants to supply an AI factory, and that effective February 26, 2026 it signed a definitive agreement for the project with Base Electron, \"an IPP backed by Applied Digital\", for total consideration of $2.4 billion, of which $2.0 billion is variable charges, with operation targeted for 2029. In connection with the notice to proceed B&W issued Applied Digital 0.5 million shares and warrants, and on March 18, 2026 Applied Digital assigned warrants over 5.23 million B&W shares to Base Electron.","source_ids":["src-073"],"entity_ids":["bw","applied-digital","base-electron"],"qualification":"","response":"","outcome":""},"reading":"Fact: B&W's first-quarter 2026 report states that in November 2025 B&W entered into a limited notice to proceed with Applied Digital for four 300-megawatt natural-gas power plants to supply an AI factory, and that effective February 26, 2026 it signed a definitive agreement for the project with Base Electron, \"an IPP backed by Applied Digital\", for total consideration of $2.4 billion, of which $2.0 billion is variable charges, with operation targeted for 2029. In connection with the notice to proceed B&W issued Applied Digital 0.5 million shares and warrants, and on March 18, 2026 Applied Digital assigned warrants over 5.23 million B&W shares to Base Electron."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-revenue","record":{"id":"c-be-revenue","kind":"fact","text":"B&W attributed $31.0 million of its first-quarter 2026 revenue increase to the Base Electron project.","source_ids":["src-073"],"entity_ids":["bw","base-electron"],"qualification":"","response":"","outcome":""},"reading":"Fact: B&W attributed $31.0 million of its first-quarter 2026 revenue increase to the Base Electron project."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-apld-guarantee","record":{"id":"c-be-apld-guarantee","kind":"fact","text":"Applied Digital's filings state that Applied Digital unconditionally guaranteed Base Electron's performance under a Design-Build Agreement of February 26, 2026 between Base Electron and The Babcock & Wilcox Company for a power plant of about 1.2 GW, with a right to end the guarantee on, among other events, payment of a termination fee of $50 million if paid by August 1, 2026, or $100 million; as partial consideration Base Electron issued Applied Digital about 10% of its equity, valued at $2.0 million.","source_ids":["src-081","src-093"],"entity_ids":["applied-digital","base-electron","bw-company"],"qualification":"","response":"","outcome":""},"reading":"Fact: Applied Digital's filings state that Applied Digital unconditionally guaranteed Base Electron's performance under a Design-Build Agreement of February 26, 2026 between Base Electron and The Babcock & Wilcox Company for a power plant of about 1.2 GW, with a right to end the guarantee on, among other events, payment of a termination fee of $50 million if paid by August 1, 2026, or $100 million; as partial consideration Base Electron issued Applied Digital about 10% of its equity, valued at $2.0 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-guarantee-ended","record":{"id":"c-be-guarantee-ended","kind":"fact","text":"Applied Digital's annual report for the year ended May 31, 2026 states that the guarantee was terminated on May 29, 2026, effective on payment of $37.0 million by Applied Digital on behalf of Base Electron, an amount added to a promissory note owed by Base Electron to Applied Digital.","source_ids":["src-093"],"entity_ids":["applied-digital","base-electron"],"qualification":"","response":"","outcome":""},"reading":"Fact: Applied Digital's annual report for the year ended May 31, 2026 states that the guarantee was terminated on May 29, 2026, effective on payment of $37.0 million by Applied Digital on behalf of Base Electron, an amount added to a promissory note owed by Base Electron to Applied Digital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-warrant","record":{"id":"c-be-warrant","kind":"fact","text":"On March 18, 2026 Applied Digital assigned to Base Electron its right to buy 5,230,000 B&W Enterprises shares, and B&W Enterprises issued a warrant for those shares directly to Base Electron.","source_ids":["src-093"],"entity_ids":["applied-digital","base-electron","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 18, 2026 Applied Digital assigned to Base Electron its right to buy 5,230,000 B&W Enterprises shares, and B&W Enterprises issued a warrant for those shares directly to Base Electron."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-ownership","record":{"id":"c-be-ownership","kind":"fact","text":"Applied Digital describes Base Electron as a Nevada corporation and independent power producer \"owned and managed by a combination of third parties, as well as certain officers and directors of the Company acting in their individual capacities\"; the passages do not name the third parties. Applied Digital's annual report lists Base Electron among entities with which its officers or directors may have relationships, notes that its chief executive Wes Cummins holds over 7% of its stock, and requires Audit Committee approval of transactions over $120,000 in which officers, directors or 5% holders have an interest.","source_ids":["src-081","src-093"],"entity_ids":["applied-digital","base-electron","wes-cummins"],"qualification":"","response":"","outcome":""},"reading":"Fact: Applied Digital describes Base Electron as a Nevada corporation and independent power producer \"owned and managed by a combination of third parties, as well as certain officers and directors of the Company acting in their individual capacities\"; the passages do not name the third parties. Applied Digital's annual report lists Base Electron among entities with which its officers or directors may have relationships, notes that its chief executive Wes Cummins holds over 7% of its stock, and requires Audit Committee approval of transactions over $120,000 in which officers, directors or 5% holders have an interest."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-register","record":{"id":"c-be-register","kind":"fact","text":"A commercial mirror of the Nevada business register lists Base Electron Corp. as an active Nevada domestic corporation, number E53945222025-7, with a registered agent in Carson City; its filing list shows an amendment after issuance of stock on February 26, 2026, an amended list on March 18, 2026, three office corrections on March 19, 2026 and further amended lists on April 14 and August 18, 2026. The content of these filings is not shown.","source_ids":["src-087"],"entity_ids":["base-electron"],"qualification":"","response":"","outcome":""},"reading":"Fact: A commercial mirror of the Nevada business register lists Base Electron Corp. as an active Nevada domestic corporation, number E53945222025-7, with a registered agent in Carson City; its filing list shows an amendment after issuance of stock on February 26, 2026, an amended list on March 18, 2026, three office corrections on March 19, 2026 and further amended lists on April 14 and August 18, 2026. The content of these filings is not shown."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-short-report","record":{"id":"c-be-short-report","kind":"attributed","text":"On March 12, 2026 a short seller that stated it was short B&W published a report asserting that B&W's counterparty was not Applied Digital but \"a newly minted entity backed by RILY called Base Electron\", that Base Electron had the same address as BRC's headquarters and that Bryant Riley was a director. According to a later class-action complaint, the report suggested that the deal's purpose might be to provide exit liquidity for BRC, and B&W's share price fell $1.71, or 11.59%, to $13.05 that day.","source_ids":["src-082","src-078","src-086","src-002"],"entity_ids":["bw","base-electron","brc","bryant-riley","applied-digital"],"qualification":"Assertions of a party positioned to profit from a fall in B&W's share price, later repeated by plaintiffs; no court has assessed them. B&W and Applied Digital describe Base Electron as an independent power producer backed by Applied Digital and owned by third parties and certain Applied Digital officers and directors, without naming BRC or Bryant Riley. BRC's 2025 annual report refers generally to \"continuing unfounded allegations by short sellers and others\" in connection with matters since November 2023; no response by BRC or Bryant Riley to the Base Electron assertions was found in the retained records.","response":"","outcome":""},"reading":"Attributed: On March 12, 2026 a short seller that stated it was short B&W published a report asserting that B&W's counterparty was not Applied Digital but \"a newly minted entity backed by RILY called Base Electron\", that Base Electron had the same address as BRC's headquarters and that Bryant Riley was a director. According to a later class-action complaint, the report suggested that the deal's purpose might be to provide exit liquidity for BRC, and B&W's share price fell $1.71, or 11.59%, to $13.05 that day."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-register-image","record":{"id":"c-be-register-image","kind":"attributed","text":"The March 2026 short report reproduces an image of a Nevada register entry for BASE ELECTRON CORP., entity number E53945222025-7, incorporated on December 23, 2025, listing as directors from that date Bryant Riley and Wes Cummins, each at 11100 Santa Monica Blvd., Suite 800, Los Angeles, the business address BRC gives in its SEC filings, and a third individual.","source_ids":["src-086","src-001"],"entity_ids":["base-electron","bryant-riley","wes-cummins","brc"],"qualification":"Text recovered from an image in an interested party's report and not checked against the Nevada register itself; the entity number matches the register mirror. A second short seller's later report states that later in March 2026 the register listed different officers at a Dallas address.","response":"","outcome":""},"reading":"Attributed: The March 2026 short report reproduces an image of a Nevada register entry for BASE ELECTRON CORP., entity number E53945222025-7, incorporated on December 23, 2025, listing as directors from that date Bryant Riley and Wes Cummins, each at 11100 Santa Monica Blvd., Suite 800, Los Angeles, the business address BRC gives in its SEC filings, and a third individual."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-later-officers","record":{"id":"c-be-later-officers","kind":"attributed","text":"A second short seller's report on B&W states that Base Electron shared an address with B. Riley in Los Angeles when incorporated the previous December, and reproduces a register record updated on March 19, 2026 listing Wes Cummins as President and three other officers and directors, all at a Dallas address that Base Electron shares with Applied Digital; the report states that Bryant Riley was listed as a director until March 2026.","source_ids":["src-092"],"entity_ids":["base-electron","wes-cummins","applied-digital","brc","bryant-riley"],"qualification":"Account of a short seller that disclosed a short position in B&W; the register record is reproduced as a screenshot and was not checked against the register. The register mirror shows filings in mid-March 2026 but not their content.","response":"","outcome":""},"reading":"Attributed: A second short seller's report on B&W states that Base Electron shared an address with B. Riley in Los Angeles when incorporated the previous December, and reproduces a register record updated on March 19, 2026 listing Wes Cummins as President and three other officers and directors, all at a Dallas address that Base Electron shares with Applied Digital; the report states that Bryant Riley was listed as a director until March 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-complaint","record":{"id":"c-be-complaint","kind":"attributed","text":"A securities class action filed on April 14, 2026 in the U.S. District Court for the Northern District of Ohio (Case No. 5:26-cv-00886) against Babcock & Wilcox Enterprises, its Chairman and CEO Kenneth M. Young and its CFO Cameron Frymyer seeks damages under Sections 10(b) and 20(a) of the Securities Exchange Act for purchasers of B&W securities between November 5, 2025 and March 11, 2026; it alleges that B&W failed to disclose the connection between its $2.4 billion counterparty Base Electron and B&W's largest shareholder, BRC, and BRC's Co-CEO Bryant Riley.","source_ids":["src-078","src-116"],"entity_ids":["bw","kenneth-young","base-electron","brc","bryant-riley"],"qualification":"Allegations in a complaint; no ruling on the merits appears in the docket copy, which was current to September 2026. BRC and Bryant Riley are not named as defendants.","response":"","outcome":"On August 3, 2026 the court denied a shareholder's motion to be appointed lead plaintiff and lifted the stay of case deadlines.","adverse_subject_ids":["bw","kenneth-young"]},"reading":"Attributed: A securities class action filed on April 14, 2026 in the U.S. District Court for the Northern District of Ohio (Case No. 5:26-cv-00886) against Babcock & Wilcox Enterprises, its Chairman and CEO Kenneth M. Young and its CFO Cameron Frymyer seeks damages under Sections 10(b) and 20(a) of the Securities Exchange Act for purchasers of B&W securities between November 5, 2025 and March 11, 2026; it alleges that B&W failed to disclose the connection between its $2.4 billion counterparty Base Electron and B&W's largest shareholder, BRC, and BRC's Co-CEO Bryant Riley."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-plaintiff-allegations","record":{"id":"c-be-plaintiff-allegations","kind":"attributed","text":"The plaintiffs and their lawyers allege that BRC \"stood on both sides\" of the Base Electron contract: that Bryant Riley was a Base Electron director from its founding on December 23, 2025 and its registered address matched BRC's headquarters; that on November 4, 2025 B&W entered into a sales agreement with BRC and another broker for an at-the-market offering of up to $200 million of B&W stock; and that on February 11, 2026 BRC sold its entire directly held B&W position for about $10.4 million at $9 a share, 140% above the price before the notice to proceed was announced.","source_ids":["src-072","src-078"],"entity_ids":["brc","bw","bryant-riley","base-electron"],"qualification":"Allegations of plaintiffs and a plaintiffs' law-firm release, not adjudicated; BRC and Riley are not defendants. The joint Form 4 filed on February 13, 2026 states that the 1,155,382 shares sold on February 11, 2026 were held directly by Bryant R. Riley and sold to repay debt, the stock purchase agreement names Riley, jointly with his spouse, and a Riley family trust as sellers, and BRC's subsidiaries continued to hold 11,873,160 and 15,573,362 B&W shares after the sale.","response":"","outcome":""},"reading":"Attributed: The plaintiffs and their lawyers allege that BRC \"stood on both sides\" of the Base Electron contract: that Bryant Riley was a Base Electron director from its founding on December 23, 2025 and its registered address matched BRC's headquarters; that on November 4, 2025 B&W entered into a sales agreement with BRC and another broker for an at-the-market offering of up to $200 million of B&W stock; and that on February 11, 2026 BRC sold its entire directly held B&W position for about $10.4 million at $9 a share, 140% above the price before the notice to proceed was announced."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-form4","record":{"id":"c-be-form4","kind":"fact","text":"A joint Form 4 filed on February 13, 2026 by BRC, BRF Investments, LLC, B. Riley Securities, Inc. and Bryant R. Riley reports the sale on February 11, 2026 of 1,155,382 B&W shares from direct holdings, leaving none held directly; its footnote states that these \"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., whose wholly owned subsidiary is B. Riley Securities; after the sale indirect holdings of 11,873,160 and 15,573,362 B&W shares remained.","source_ids":["src-080","src-079"],"entity_ids":["bryant-riley","bw","brc","brf-investments","brs","brsh"],"qualification":"","response":"","outcome":""},"reading":"Fact: A joint Form 4 filed on February 13, 2026 by BRC, BRF Investments, LLC, B. Riley Securities, Inc. and Bryant R. Riley reports the sale on February 11, 2026 of 1,155,382 B&W shares from direct holdings, leaving none held directly; its footnote states that these \"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., whose wholly owned subsidiary is B. Riley Securities; after the sale indirect holdings of 11,873,160 and 15,573,362 B&W shares remained."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-spa","record":{"id":"c-be-spa","kind":"fact","text":"Under a stock purchase agreement dated and effective February 11, 2026, Bryant Riley, jointly with his spouse, and a Riley family trust sold the 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, and the buyer acknowledged that the sellers would amend their Schedule 13D and file a Form 4 because of their affiliate status with BRC.","source_ids":["src-111"],"entity_ids":["bryant-riley","afob","afo-blackberry","bw","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Under a stock purchase agreement dated and effective February 11, 2026, Bryant Riley, jointly with his spouse, and a Riley family trust sold the 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, and the buyer acknowledged that the sellers would amend their Schedule 13D and file a Form 4 because of their affiliate status with BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-be-axos-paydown","record":{"id":"c-be-axos-paydown","kind":"fact","text":"In Amendment No. 5 to his Schedule 13D on BRC (event date February 13, 2026), Bryant Riley reported that he used the proceeds of a private sale of B&W shares to repay $10,398,438 of his revolving credit line with Axos Bank, 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 BRC shares pledged to Axos, 3,122,537 shares. He reported beneficial ownership of 6,985,856 BRC shares, 22.4% of 31,218,670 outstanding.","source_ids":["src-074"],"entity_ids":["bryant-riley","axos","brc","bw"],"qualification":"","response":"","outcome":""},"reading":"Fact: In Amendment No. 5 to his Schedule 13D on BRC (event date February 13, 2026), Bryant Riley reported that he used the proceeds of a private sale of B&W shares to repay $10,398,438 of his revolving credit line with Axos Bank, 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 BRC shares pledged to Axos, 3,122,537 shares. He reported beneficial ownership of 6,985,856 BRC shares, 22.4% of 31,218,670 outstanding."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-brs-summary","record":{"id":"c-reg-brs-summary","kind":"fact","text":"FINRA's BrokerCheck report for B. Riley Securities, Inc. (firm record 25027) discloses 12 regulatory events, one civil event and one arbitration, all shown as final, with none pending or on appeal. Most of the events date from the years when the firm operated as Friedman, Billings, Ramsey & Co., Inc.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: FINRA's BrokerCheck report for B. Riley Securities, Inc. (firm record 25027) discloses 12 regulatory events, one civil event and one arbitration, all shown as final, with none pending or on appeal. Most of the events date from the years when the firm operated as Friedman, Billings, Ramsey & Co., Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-occ-2024","record":{"id":"c-reg-occ-2024","kind":"fact","text":"On September 18, 2024 the Options Clearing Corporation brought case 2024-07 against B. Riley Securities, alleging that it violated a protective measure imposed under OCC Rule 307 and failed to provide more frequent financial reporting on time; on September 24, 2024 the firm consented, without admitting or denying the allegations, to a final decision imposing a $20,000 sanction.","source_ids":["src-022"],"entity_ids":["brs","occ"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: On September 18, 2024 the Options Clearing Corporation brought case 2024-07 against B. Riley Securities, alleging that it violated a protective measure imposed under OCC Rule 307 and failed to provide more frequent financial reporting on time; on September 24, 2024 the firm consented, without admitting or denying the allegations, to a final decision imposing a $20,000 sanction."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-finra-2011","record":{"id":"c-reg-finra-2011","kind":"fact","text":"In an Acceptance, Waiver and Consent resolved on April 5, 2011 (FINRA case 2010021642901), the firm now named B. Riley Securities was censured and fined $10,000, without admitting or denying the findings, for failing to report 26 transactions in TRACE-eligible securities within 15 minutes of execution and related reporting and recordkeeping failures.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In an Acceptance, Waiver and Consent resolved on April 5, 2011 (FINRA case 2010021642901), the firm now named B. Riley Securities was censured and fined $10,000, without admitting or denying the findings, for failing to report 26 transactions in TRACE-eligible securities within 15 minutes of execution and related reporting and recordkeeping failures."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-finra-2007","record":{"id":"c-reg-finra-2007","kind":"fact","text":"In a FINRA Acceptance, Waiver and Consent resolved on December 18, 2007 (case 2006006756301), the firm, then Friedman, Billings, Ramsey & Co., was censured, fined $50,000 and required to revise its written supervisory procedures, without admitting or denying the findings that the trade volume it advertised in private reporting services for one month substantially exceeded its executed volume and that it did not supervise that advertised volume.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In a FINRA Acceptance, Waiver and Consent resolved on December 18, 2007 (case 2006006756301), the firm, then Friedman, Billings, Ramsey & Co., was censured, fined $50,000 and required to revise its written supervisory procedures, without admitting or denying the findings that the trade volume it advertised in private reporting services for one month substantially exceeded its executed volume and that it did not supervise that advertised volume."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-sec-2006-pipe","record":{"id":"c-reg-sec-2006-pipe","kind":"fact","text":"On December 20, 2006 the SEC filed settled charges in the U.S. District Court for the District of Columbia (Civil Action No. 06-CV-02160) against the broker-dealer Friedman, Billings, Ramsey & Co., Inc. (FBR), the predecessor firm in B. Riley Securities' FINRA record, in connection with a 2001 PIPE offering by CompuDyne Corporation, alleging failures in its procedures for handling material nonpublic information, trading while aware of such information and unregistered sales of securities. Without admitting or denying the allegations, FBR consented to a permanent injunction and to disgorgement, prejudgment interest and civil penalties totalling $3,755,839, and on January 12, 2007 to an SEC order censuring it and requiring undertakings.","source_ids":["src-022","src-054"],"entity_ids":["brs","sec"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: On December 20, 2006 the SEC filed settled charges in the U.S. District Court for the District of Columbia (Civil Action No. 06-CV-02160) against the broker-dealer Friedman, Billings, Ramsey & Co., Inc. (FBR), the predecessor firm in B. Riley Securities' FINRA record, in connection with a 2001 PIPE offering by CompuDyne Corporation, alleging failures in its procedures for handling material nonpublic information, trading while aware of such information and unregistered sales of securities. Without admitting or denying the allegations, FBR consented to a permanent injunction and to disgorgement, prejudgment interest and civil penalties totalling $3,755,839, and on January 12, 2007 to an SEC order censuring it and requiring undertakings."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-2006-pipe","record":{"id":"c-reg-nasd-2006-pipe","kind":"fact","text":"In an NASD Acceptance, Waiver and Consent of December 20, 2006 (case 20050002450-04, concerning a private placement), the firm, then Friedman, Billings, Ramsey & Co., Inc., was censured and ordered to pay monetary sanctions of $5,047,546, consenting without admitting or denying the findings; the allegations stated that it failed to enforce its information-barrier procedures in connection with a PIPE private placement and traded in a proprietary market-making account before the public announcement while aware of material nonpublic information.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In an NASD Acceptance, Waiver and Consent of December 20, 2006 (case 20050002450-04, concerning a private placement), the firm, then Friedman, Billings, Ramsey & Co., Inc., was censured and ordered to pay monetary sanctions of $5,047,546, consenting without admitting or denying the findings; the allegations stated that it failed to enforce its information-barrier procedures in connection with a PIPE private placement and traded in a proprietary market-making account before the public announcement while aware of material nonpublic information."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-2006-research","record":{"id":"c-reg-nasd-2006-research","kind":"fact","text":"In an NASD Acceptance, Waiver and Consent of October 17, 2006 the firm was censured and fined $15,000 for failing to enforce its written supervisory procedures over securities transactions by its research analysts and other associated persons, without admitting or denying the findings.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In an NASD Acceptance, Waiver and Consent of October 17, 2006 the firm was censured and fined $15,000 for failing to enforce its written supervisory procedures over securities transactions by its research analysts and other associated persons, without admitting or denying the findings."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-2005","record":{"id":"c-reg-nasd-2005","kind":"fact","text":"On July 19, 2005 NASD censured Friedman, Billings, Ramsey & Co., Inc. and fined it $7,500 in an Acceptance, Waiver and Consent (case CLG050108) for failing to classify an order as a covered order and publishing incorrect order-execution information under SEC Rule 11Ac1-5(b), without admitting or denying the allegations.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: On July 19, 2005 NASD censured Friedman, Billings, Ramsey & Co., Inc. and fined it $7,500 in an Acceptance, Waiver and Consent (case CLG050108) for failing to classify an order as a covered order and publishing incorrect order-execution information under SEC Rule 11Ac1-5(b), without admitting or denying the allegations."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-sec-2004-research","record":{"id":"c-reg-sec-2004-research","kind":"fact","text":"In a settled SEC proceeding begun on July 1, 2003 and resolved on August 25, 2004, the SEC alleged that on one occasion between July 1999 and November 2003 FBR received a payment in connection with research coverage of an issuer without disclosing it in research reports, in violation of Section 17(b) of the Securities Act; the firm was censured, ordered to cease and desist and paid a $125,000 penalty on August 31, 2004. In its statement on BrokerCheck the firm says it consented to the SEC order without admitting or denying the matters set forth in it, other than those relating to the Commission's jurisdiction.","source_ids":["src-022"],"entity_ids":["brs","sec"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In a settled SEC proceeding begun on July 1, 2003 and resolved on August 25, 2004, the SEC alleged that on one occasion between July 1999 and November 2003 FBR received a payment in connection with research coverage of an issuer without disclosing it in research reports, in violation of Section 17(b) of the Securities Act; the firm was censured, ordered to cease and desist and paid a $125,000 penalty on August 31, 2004. In its statement on BrokerCheck the firm says it consented to the SEC order without admitting or denying the matters set forth in it, other than those relating to the Commission's jurisdiction."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-2004","record":{"id":"c-reg-nasd-2004","kind":"fact","text":"On January 15, 2004 NASD fined the firm, then FBRC, $5,000 in an Acceptance, Waiver and Consent (CMS040006) for incorrectly reporting 16 transactions to ACT and transmitting six inaccurate or incomplete reports to OATS; the fine was paid on February 12, 2004.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: On January 15, 2004 NASD fined the firm, then FBRC, $5,000 in an Acceptance, Waiver and Consent (CMS040006) for incorrectly reporting 16 transactions to ACT and transmitting six inaccurate or incomplete reports to OATS; the fine was paid on February 12, 2004."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-1999","record":{"id":"c-reg-nasd-1999","kind":"fact","text":"In an Acceptance, Waiver and Consent of December 30, 1999 (CMS990165) NASD censured Friedman, Billings Ramsey & Co. for recordkeeping, best-execution and trade-reporting violations, fined it $15,000 and ordered restitution to customers totalling $4,625 plus interest, without admission or denial.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In an Acceptance, Waiver and Consent of December 30, 1999 (CMS990165) NASD censured Friedman, Billings Ramsey & Co. for recordkeeping, best-execution and trade-reporting violations, fined it $15,000 and ordered restitution to customers totalling $4,625 plus interest, without admission or denial."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-1998","record":{"id":"c-reg-nasd-1998","kind":"fact","text":"In an NASD Acceptance, Waiver and Consent (CMS980047) initiated on May 1, 1998 and resolved on June 8, 1998, the firm (FBRC) was censured and fined $7,500 for order-memorandum deficiencies and for failing to establish and enforce written supervisory procedures on trade reporting, best execution, order handling and recordkeeping; the fine was paid on June 9, 1998.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: In an NASD Acceptance, Waiver and Consent (CMS980047) initiated on May 1, 1998 and resolved on June 8, 1998, the firm (FBRC) was censured and fined $7,500 for order-memorandum deficiencies and for failing to establish and enforce written supervisory procedures on trade reporting, best execution, order handling and recordkeeping; the fine was paid on June 9, 1998."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-nasd-1991","record":{"id":"c-reg-nasd-1991","kind":"fact","text":"The earliest event in the firm's record is an Acceptance, Waiver and Consent filed on March 18, 1991 against Friedman, Billings, Ramsey & Co., Inc. alleging violations of Article III, Section 1 of NASD rules and Rule 15c2-11, accepted by NASD committees in May and July 1991 with a $500 fine.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: The earliest event in the firm's record is an Acceptance, Waiver and Consent filed on March 18, 1991 against Friedman, Billings, Ramsey & Co., Inc. alleging violations of Article III, Section 1 of NASD rules and Rule 15c2-11, accepted by NASD committees in May and July 1991 with a $500 fine."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-arbitration-2004","record":{"id":"c-reg-arbitration-2004","kind":"fact","text":"The firm's single disclosed arbitration is NASD case 00-03979, filed on September 28, 2000 with claims of breach of contract, failure to supervise, negligence and failure to execute; claimants sought $7,113,046. The report, which concerns the firm, records the disposition on December 17, 2004 as an award against a party, with $367,169.60 awarded; it does not name the party in the summary.","source_ids":["src-022"],"entity_ids":["brs"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["brs"]},"reading":"Fact: The firm's single disclosed arbitration is NASD case 00-03979, filed on September 28, 2000 with claims of breach of contract, failure to supervise, negligence and failure to execute; claimants sought $7,113,046. The report, which concerns the firm, records the disposition on December 17, 2004 as an award against a party, with $367,169.60 awarded; it does not name the party in the summary."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-brco-events","record":{"id":"c-reg-brco-events","kind":"fact","text":"FINRA's BrokerCheck report for B. Riley & Co., LLC shows six final regulatory events, none pending or on appeal. The largest is an NASD Acceptance, Waiver and Consent of August 1, 2007 (case 2005003303401) under which the firm was censured and fined a total of $265,000.","source_ids":["src-083"],"entity_ids":["b-riley-co"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["b-riley-co"]},"reading":"Fact: FINRA's BrokerCheck report for B. Riley & Co., LLC shows six final regulatory events, none pending or on appeal. The largest is an NASD Acceptance, Waiver and Consent of August 1, 2007 (case 2005003303401) under which the firm was censured and fined a total of $265,000."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-riley-1998","record":{"id":"c-reg-riley-1998","kind":"fact","text":"On 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.","source_ids":["src-044"],"entity_ids":["bryant-riley","b-riley-co"],"qualification":"","response":"","outcome":"","adverse_subject_ids":["bryant-riley","b-riley-co"]},"reading":"Fact: On 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-kelleher-clean","record":{"id":"c-reg-kelleher-clean","kind":"fact","text":"FINRA BrokerCheck reports no disclosure events, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters, for Thomas J. Kelleher.","source_ids":["src-045"],"entity_ids":["tom-kelleher"],"qualification":"","response":"","outcome":""},"reading":"Fact: FINRA BrokerCheck reports no disclosure events, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters, for Thomas J. Kelleher."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-reg-moore-arbitration","record":{"id":"c-reg-moore-arbitration","kind":"fact","text":"Andrew T. Moore's BrokerCheck report shows one customer dispute: FINRA arbitration 16-02584, served on January 9, 2017, concerning alleged unsuitable transactions and misrepresentation by a registered representative under his supervision at B. Riley & Co., with alleged damages of $101,408. It was settled on April 6, 2017 for $82,500, with no individual contribution from Moore.","source_ids":["src-046"],"entity_ids":["andrew-moore","b-riley-co"],"qualification":"The matter ended in settlement without any finding; the customer's allegations concerned a representative he supervised.","response":"Moore's broker statement says he was not named in the original June 2016 complaint, was added as a party in the October 2016 filing with FINRA, and that there are no allegations of wrongdoing against him.","outcome":""},"reading":"Fact: Andrew T. Moore's BrokerCheck report shows one customer dispute: FINRA arbitration 16-02584, served on January 9, 2017, concerning alleged unsuitable transactions and misrepresentation by a registered representative under his supervision at B. Riley & Co., with alleged damages of $101,408. It was settled on April 6, 2017 for $82,500, with no individual contribution from Moore."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-whitehawk","record":{"id":"c-rp-whitehawk","kind":"fact","text":"BRC disclosed an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, the brother of Phil Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025. Whitehawk advised GACP I, L.P. and GACP II, L.P., limited partnerships that were BRC subsidiaries, and received management fees of $1,142,000 for 2023, $2,272,000 for 2024 and $0 for 2025. On February 1, 2024 BRC sold a loan receivable with principal of $4,521,000 to a fund managed by Whitehawk for $4,584,000. The two partnerships were wound down in June and December 2024, and Whitehawk ceased to be a related party when Phil Ahn left.","source_ids":["src-003","src-011"],"entity_ids":["whitehawk","john-ahn","phillip-ahn","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: BRC disclosed an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, the brother of Phil Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025. Whitehawk advised GACP I, L.P. and GACP II, L.P., limited partnerships that were BRC subsidiaries, and received management fees of $1,142,000 for 2023, $2,272,000 for 2024 and $0 for 2025. On February 1, 2024 BRC sold a loan receivable with principal of $4,521,000 to a fund managed by Whitehawk for $4,584,000. The two partnerships were wound down in June and December 2024, and Whitehawk ceased to be a related party when Phil Ahn left."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-charlie-riley","record":{"id":"c-rp-charlie-riley","kind":"fact","text":"Charlie Riley, the son of Chairman and Co-CEO Bryant Riley, is employed as an associate by BRC's subsidiary B. Riley Principal Investments, LLC; BRC paid him total compensation of $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025, consisting of salary, bonus and, for 2023 and 2024, restricted stock units.","source_ids":["src-003"],"entity_ids":["charlie-riley","bryant-riley","brpi","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Charlie Riley, the son of Chairman and Co-CEO Bryant Riley, is employed as an associate by BRC's subsidiary B. Riley Principal Investments, LLC; BRC paid him total compensation of $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025, consisting of salary, bonus and, for 2023 and 2024, restricted stock units."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-qmation","record":{"id":"c-rp-qmation","kind":"fact","text":"In September 2023 Q-Mation, Inc., of which BRC director Robert D’Agostino is president, engaged B. Riley Securities, Inc. as exclusive financial adviser for a possible sale or recapitalization, with a success fee based on transaction value and a minimum of $1,750,000; in December 2024 B. Riley Securities earned an advisory fee of $2,650,000 for the sale of Q-Mation.","source_ids":["src-003","src-011"],"entity_ids":["q-mation","robert-dagostino","brs","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: In September 2023 Q-Mation, Inc., of which BRC director Robert D’Agostino is president, engaged B. Riley Securities, Inc. as exclusive financial adviser for a possible sale or recapitalization, with a success fee based on transaction value and a minimum of $1,750,000; in December 2024 B. Riley Securities earned an advisory fee of $2,650,000 for the sale of Q-Mation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-dash-2021","record":{"id":"c-rp-dash-2021","kind":"fact","text":"On March 2, 2021 BRC bought a $2,400,000 minority equity interest in Dash Medical Holdings, LLC as part of director Randall E. Paulson's acquisition of the company, through a subscription by B. Riley Principal Investments, LLC for 2,400 Class A units at $1,000 each signed by CFO Phillip J. Ahn, and lent Dash Holding Company, Inc. $3,000,000 under a subordinated working capital note; the principal and $96,435 of interest were repaid on April 27, 2022. BRC's 2023 proxy statement describes Dash as controlled by Paulson, who also sits on its board.","source_ids":["src-016","src-106"],"entity_ids":["brc","brpi","dash","randall-paulson","phillip-ahn"],"qualification":"","response":"","outcome":""},"reading":"Fact: On March 2, 2021 BRC bought a $2,400,000 minority equity interest in Dash Medical Holdings, LLC as part of director Randall E. Paulson's acquisition of the company, through a subscription by B. Riley Principal Investments, LLC for 2,400 Class A units at $1,000 each signed by CFO Phillip J. Ahn, and lent Dash Holding Company, Inc. $3,000,000 under a subordinated working capital note; the principal and $96,435 of interest were repaid on April 27, 2022. BRC's 2023 proxy statement describes Dash as controlled by Paulson, who also sits on its board."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-dash-formd","record":{"id":"c-rp-dash-formd","kind":"fact","text":"A Form D filed for DASH Medical Holdings, LLC, a Delaware limited liability company formed in 2021, names Randy Paulson as one of its two directors and as the signer, and reports an offering of $19,500,000 fully sold to 23 investors, with the first sale on March 2, 2021.","source_ids":["src-095"],"entity_ids":["dash","randall-paulson"],"qualification":"","response":"","outcome":""},"reading":"Fact: A Form D filed for DASH Medical Holdings, LLC, a Delaware limited liability company formed in 2021, names Randy Paulson as one of its two directors and as the signer, and reports an offering of $19,500,000 fully sold to 23 investors, with the first sale on March 2, 2021."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-dash-sale","record":{"id":"c-rp-dash-sale","kind":"fact","text":"On June 13, 2024 BRC sold its Dash interest for $2,760,000; the sale was reviewed and approved by BRC's Audit Committee with Paulson excluded. The proxy statement describes Paulson as a member of Dash's board and as a co-managing member “with his partner”.","source_ids":["src-003"],"entity_ids":["brc","dash","randall-paulson"],"qualification":"","response":"","outcome":""},"reading":"Fact: On June 13, 2024 BRC sold its Dash interest for $2,760,000; the sale was reviewed and approved by BRC's Audit Committee with Paulson excluded. The proxy statement describes Paulson as a member of Dash's board and as a co-managing member “with his partner”."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"c-rp-young-bw","record":{"id":"c-rp-young-bw","kind":"fact","text":"Kenneth M. Young, President of BRC from July 2018 to September 2024, has served as chief executive officer of Babcock & Wilcox Enterprises since November 2018 and is its Chairman; until September 20, 2024 his services as chief executive were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate. BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the arrangement with B&W ended and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025.","source_ids":["src-090","src-003"],"entity_ids":["kenneth-young","bw","brpi-exec-consulting","brc"],"qualification":"","response":"","outcome":""},"reading":"Fact: Kenneth M. Young, President of BRC from July 2018 to September 2024, has served as chief executive officer of Babcock & Wilcox Enterprises since November 2018 and is its Chairman; until September 20, 2024 his services as chief executive were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate. BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the arrangement with B&W ended and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3dbb00fb237ef3fdf297efc9","record":{"id":"display-claim-3dbb00fb237ef3fdf297efc9","kind":"analysis","text":"In August 2023 B. Riley's subsidiaries took a 31% voting interest in the holding company that took Franchise Group private, and B. Riley held security over Kahn's equity in it for a loan to a Kahn affiliate. After Franchise Group's November 2024 bankruptcy B. Riley ascribed no value to the investment and impaired nearly all of the Vintage loan; Kahn pleaded guilty in the separate Prophecy case in December 2025. The SEC's 2024 document subpoenas to the company and Bryant Riley, and its June 2026 testimony subpoenas to employees, are requests with no recorded finding. A federal securities class action is proceeding against Riley and the company after a pleading-stage ruling, a Delaware derivative suit was dismissed because a pre-suit demand was not excused and is on appeal, and the FRG Litigation Trust sued in August 2026. BRC sold businesses and its total debt fell to $1.30 billion by March 2026. Each account keeps the company's response and the status of the proceeding beside it.","source_ids":["src-001","src-113","src-002","src-023","src-004","src-110","src-107","src-036","src-068","src-020","src-053","src-014","src-077","src-043","src-099","src-062","src-061","src-055","src-114","src-100","src-049","src-031","src-058","src-090","src-111","src-080","src-079","src-073","src-112","src-015","src-094"],"entity_ids":["brc","nasdaq","bryant-riley","tom-kelleher","bdo","brs","b-riley-co","brwm","glassratner","brpi","andrew-moore","kenneth-young","national-holdings","br-advisory-holdings","br-advisory-us","br-brand-mgmt","brcc","br-environmental","brpm-250-sponsor","brpc-ii","brpc","br-receivables","br-capital-mgmt","brsh","brvc","brwmh","brw-private-shares","brw-advisors","br-advisory-investments","brfh","brf-investments","brpac","brpi-exec-consulting","bebe","lingo","magicjack","united-online","nsc","reval","nogin-holdings","nogin-commerce","freedom-vcm-holdings","brian-kahn","frg","vcm","freedom-vcm-inc","vop","badcock","prophecy","sec","phillip-ahn","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters","frg-trust","matthew-avril","willkie","jefferies","lauren-kahn","ga-holdings","farber","gallop","ontario-farber-buyer","torquest","bw","afob","afo-blackberry","applied-digital","base-electron","spacex","ontario-purchaser","sangoma"],"premise_claim_ids":["c-id-edgar","c-id-address","c-id-registry-mirror","c-id-founding","c-id-edgar-names","c-id-name-change","c-id-shares-auditor","c-id-rebrand-2020","c-id-national-holdings","c-id-subsidiaries-principal","c-id-subsidiaries-finance","c-id-subsidiaries-operating","c-id-magicjack","c-id-bebe","c-id-brpc","c-id-brsh-stake","c-id-brwm-structure","c-kahn-kahn-roles","c-kahn-approach-2023","c-kahn-closing-stake","c-loss-impairment-2024","c-loss-plan","c-pro-charge-plea","c-sec-subpoenas-2024","c-sec-testimony-2026","c-lit-sec-class-order","c-lit-delderiv-dismissal","c-lit-trust-filing","c-lit-willkie-suit","c-sale-brands","c-sale-ga","c-sale-glassratner","c-debt-total-2025","c-debt-q1-2026","c-debt-equity-2026","c-debt-nasdaq","c-debt-preferred-default","c-inv-bw-proxy-holding","c-be-spa","c-be-form4","c-be-contract","c-inv-spacex","c-inv-sangoma-agreement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In August 2023 B. Riley's subsidiaries took a 31% voting interest in the holding company that took Franchise Group private, and B. Riley held security over Kahn's equity in it for a loan to a Kahn affiliate. After Franchise Group's November 2024 bankruptcy B. Riley ascribed no value to the investment and impaired nearly all of the Vintage loan; Kahn pleaded guilty in the separate Prophecy case in December 2025. The SEC's 2024 document subpoenas to the company and Bryant Riley, and its June 2026 testimony subpoenas to employees, are requests with no recorded finding. A federal securities class action is proceeding against Riley and the company after a pleading-stage ruling, a Delaware derivative suit was dismissed because a pre-suit demand was not excused and is on appeal, and the FRG Litigation Trust sued in August 2026. BRC sold businesses and its total debt fell to $1.30 billion by March 2026. Each account keeps the company's response and the status of the proceeding beside it."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9a9f7522129c58ed2c6b883c","record":{"id":"display-claim-9a9f7522129c58ed2c6b883c","kind":"analysis","text":"BRC Group Holdings, Inc. is a Delaware corporation (Delaware file number 4676810) registered in the SEC's EDGAR system under Central Index Key 0001464790, with employer identification number 270223495, industry code 6282 (Investment Advice) and a December 31 fiscal year-end; it files as an accelerated filer and smaller reporting company. EDGAR gives its business address as 11100 Santa Monica Blvd, Suite 800, Los Angeles, and lists seven Nasdaq-traded securities: RILY, RILYG, RILYL, RILYN, RILYP, RILYT and RILYZ. A commercial mirror of the Delaware register still shows the company under its former name, with Corporation Service Company in Wilmington as registered agent.","source_ids":["src-001","src-113"],"entity_ids":["brc","nasdaq"],"premise_claim_ids":["c-id-edgar","c-id-address","c-id-registry-mirror"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC Group Holdings, Inc. is a Delaware corporation (Delaware file number 4676810) registered in the SEC's EDGAR system under Central Index Key 0001464790, with employer identification number 270223495, industry code 6282 (Investment Advice) and a December 31 fiscal year-end; it files as an accelerated filer and smaller reporting company. EDGAR gives its business address as 11100 Santa Monica Blvd, Suite 800, Los Angeles, and lists seven Nasdaq-traded securities: RILY, RILYG, RILYL, RILYN, RILYP, RILYT and RILYZ. A commercial mirror of the Delaware register still shows the company under its former name, with Corporation Service Company in Wilmington as registered agent."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4452710545fbfe813fbe721d","record":{"id":"display-claim-4452710545fbfe813fbe721d","kind":"analysis","text":"According to its 2025 annual report, the business was founded in 1997 by its Co-Chief Executive Officers Bryant Riley and Tom Kelleher, was incorporated in Delaware in 2009 and became publicly listed through its combination with Great American Group, Inc. in 2014. EDGAR records the earlier names Great American Group, Inc. (June 1, 2009 to October 21, 2014) and B. Riley Financial, Inc. (from October 8, 2014). A Delaware certificate of amendment, filed on December 22, 2025 and signed by Kelleher as authorized officer, changed the name from B. Riley Financial, Inc. to BRC Group Holdings, Inc. with effect from January 1, 2026; EDGAR's own end date for the old name, December 15, 2025, and an extra former-name entry under the current name do not match the certificate, whose date is used here.","source_ids":["src-002","src-001","src-023","src-004"],"entity_ids":["brc","bryant-riley","tom-kelleher"],"premise_claim_ids":["c-id-founding","c-id-edgar-names","c-id-name-change"],"qualification":"","response":"","outcome":""},"reading":"Analysis: According to its 2025 annual report, the business was founded in 1997 by its Co-Chief Executive Officers Bryant Riley and Tom Kelleher, was incorporated in Delaware in 2009 and became publicly listed through its combination with Great American Group, Inc. in 2014. EDGAR records the earlier names Great American Group, Inc. (June 1, 2009 to October 21, 2014) and B. Riley Financial, Inc. (from October 8, 2014). A Delaware certificate of amendment, filed on December 22, 2025 and signed by Kelleher as authorized officer, changed the name from B. Riley Financial, Inc. to BRC Group Holdings, Inc. with effect from January 1, 2026; EDGAR's own end date for the old name, December 15, 2025, and an extra former-name entry under the current name do not match the certificate, whose date is used here."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d33fd4a3143bbee88ffa2c5a","record":{"id":"display-claim-d33fd4a3143bbee88ffa2c5a","kind":"analysis","text":"The annual report states that 35,150,932 common shares were outstanding on March 27, 2026 and names BDO USA, P.C. of Los Angeles as auditor.","source_ids":["src-002"],"entity_ids":["brc","bdo"],"premise_claim_ids":["c-id-shares-auditor"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The annual report states that 35,150,932 common shares were outstanding on March 27, 2026 and names BDO USA, P.C. of Los Angeles as auditor."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-638ec6f5e780013c5697887c","record":{"id":"display-claim-638ec6f5e780013c5697887c","kind":"analysis","text":"B. Riley grew through acquisitions. On September 14, 2020 it announced new \"B. Riley\" brand names for businesses acquired since 2015: B. Riley Securities, led by Andy Moore, was formerly B. Riley FBR, the product of merging B. Riley & Co. with FBR & Co.; B. Riley Wealth Management was formerly Wunderlich Securities; the GlassRatner and Great American Group advisory and valuation units became B. Riley Advisory Services; Great American Group became B. Riley Retail Solutions; and B. Riley Principal Investments was led by Kenny Young. In February 2021 a cash tender offer for National Holdings Corporation drew about 39% of its shares for about $17.4 million, with a merger to follow that would make National a wholly owned subsidiary.","source_ids":["src-110","src-107"],"entity_ids":["brc","brs","b-riley-co","brwm","glassratner","brpi","andrew-moore","kenneth-young","national-holdings"],"premise_claim_ids":["c-id-rebrand-2020","c-id-national-holdings"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley grew through acquisitions. On September 14, 2020 it announced new \"B. Riley\" brand names for businesses acquired since 2015: B. Riley Securities, led by Andy Moore, was formerly B. Riley FBR, the product of merging B. Riley & Co. with FBR & Co.; B. Riley Wealth Management was formerly Wunderlich Securities; the GlassRatner and Great American Group advisory and valuation units became B. Riley Advisory Services; Great American Group became B. Riley Retail Solutions; and B. Riley Principal Investments was led by Kenny Young. In February 2021 a cash tender offer for National Holdings Corporation drew about 39% of its shares for about $17.4 million, with a merger to follow that would make National a wholly owned subsidiary."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3ee497c98edc04651257e339","record":{"id":"display-claim-3ee497c98edc04651257e339","kind":"analysis","text":"The subsidiary list filed with the 2025 annual report spans principal-investment and finance companies such as B. Riley Principal Investments, B. Riley Commercial Capital, B. Riley Receivables, BR Financial Holdings and BRPI Acquisition Co; the broker-dealer and wealth businesses (B. Riley Securities and its holding company, B. Riley Wealth Management and its affiliates, National Securities Corporation); telecommunications companies including Lingo, magicJack and United Online; the Targus companies; Nogin; and partly owned interests such as bebe stores, inc., Great American Global Partners and One Outdoor Holdings. In EDGAR, magicJack VocalTec Ltd. is recorded as an Israeli company and bebe stores, inc. as a California corporation, and B. Riley Principal Capital, LLC gives the same Los Angeles address as BRC.","source_ids":["src-036","src-068","src-020","src-053"],"entity_ids":["brc","br-advisory-holdings","br-advisory-us","br-brand-mgmt","brcc","br-environmental","brpm-250-sponsor","brpc-ii","brpc","brpi","br-receivables","br-capital-mgmt","brsh","brs","brvc","brwmh","brw-private-shares","brw-advisors","brwm","br-advisory-investments","brfh","brf-investments","brpac","brpi-exec-consulting","bebe","lingo","magicjack","united-online","nsc","reval","nogin-holdings","nogin-commerce"],"premise_claim_ids":["c-id-subsidiaries-principal","c-id-subsidiaries-finance","c-id-subsidiaries-operating","c-id-magicjack","c-id-bebe","c-id-brpc"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The subsidiary list filed with the 2025 annual report spans principal-investment and finance companies such as B. Riley Principal Investments, B. Riley Commercial Capital, B. Riley Receivables, BR Financial Holdings and BRPI Acquisition Co; the broker-dealer and wealth businesses (B. Riley Securities and its holding company, B. Riley Wealth Management and its affiliates, National Securities Corporation); telecommunications companies including Lingo, magicJack and United Online; the Targus companies; Nogin; and partly owned interests such as bebe stores, inc., Great American Global Partners and One Outdoor Holdings. In EDGAR, magicJack VocalTec Ltd. is recorded as an Israeli company and bebe stores, inc. as a California corporation, and B. Riley Principal Capital, LLC gives the same Los Angeles address as BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-56d4f13dde7e84e5e44d2fba","record":{"id":"display-claim-56d4f13dde7e84e5e44d2fba","kind":"analysis","text":"Two of the regulated businesses have their own ownership structure. B. Riley Securities Holdings, the holding company of the broker-dealer operations, issued 0.6% of its equity to outside investors in a shell merger on March 10, 2025; assuming full vesting of its restricted stock, BRC owned 89.4% of it then and 92.9% at June 30, 2026. B. Riley Wealth Management, Inc. is wholly owned through B. Riley Wealth Management Holdings, and its 2024 financial statements treat Freedom VCM Holdings, the Franchise Group parent, as a related party because Bryant Riley held a seat on its board.","source_ids":["src-014","src-077"],"entity_ids":["brc","brsh","brwm","brwmh","brw-advisors","nsc","freedom-vcm-holdings","bryant-riley"],"premise_claim_ids":["c-id-brsh-stake","c-id-brwm-structure"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two of the regulated businesses have their own ownership structure. B. Riley Securities Holdings, the holding company of the broker-dealer operations, issued 0.6% of its equity to outside investors in a shell merger on March 10, 2025; assuming full vesting of its restricted stock, BRC owned 89.4% of it then and 92.9% at June 30, 2026. B. Riley Wealth Management, Inc. is wholly owned through B. Riley Wealth Management Holdings, and its 2024 financial statements treat Freedom VCM Holdings, the Franchise Group parent, as a related party because Bryant Riley held a seat on its board."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b6333ba93ffe5f1673a1af8e","record":{"id":"display-claim-b6333ba93ffe5f1673a1af8e","kind":"analysis","text":"Brian Kahn had been chief executive of Franchise Group (FRG) since 2019 and was investment manager of Vintage Capital Management. In March 2023 B. Riley told FRG that it would fund receivables of FRG's Badcock business one final time, for the first quarter, and on March 19 it submitted a non-binding proposal to take FRG private at $30.00 a share in cash. The merger closed on August 21, 2023: B. Riley's subsidiaries held a $281.1 million equity interest in the new parent, Freedom VCM Holdings, a 31% voting interest with board representation, and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing its loan to a Kahn affiliate.","source_ids":["src-043","src-099","src-002"],"entity_ids":["brian-kahn","frg","vcm","freedom-vcm-holdings","freedom-vcm-inc","vop","brc","bryant-riley","badcock"],"premise_claim_ids":["c-kahn-kahn-roles","c-kahn-approach-2023","c-kahn-closing-stake"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Brian Kahn had been chief executive of Franchise Group (FRG) since 2019 and was investment manager of Vintage Capital Management. In March 2023 B. Riley told FRG that it would fund receivables of FRG's Badcock business one final time, for the first quarter, and on March 19 it submitted a non-binding proposal to take FRG private at $30.00 a share in cash. The merger closed on August 21, 2023: B. Riley's subsidiaries held a $281.1 million equity interest in the new parent, Freedom VCM Holdings, a 31% voting interest with board representation, and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing its loan to a Kahn affiliate."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-375f97810e61c8f6efb1da3c","record":{"id":"display-claim-375f97810e61c8f6efb1da3c","kind":"analysis","text":"FRG, its operating businesses and Freedom VCM filed for Chapter 11 on November 3, 2024. B. Riley ascribed no value to the Freedom VCM investment at the end of 2024 and recorded impairments of $221.0 million on it and $222.9 million on the Vintage loan. The plan confirmed on June 1, 2025 cancelled all equity interests in the FRG debtors, leaving Freedom VCM, as FRG's equity holder, with nothing; in February 2026 B. Riley collected $1.855 million from the sale of the last collateral for the Vintage loan and expects nothing more. In the separate Prophecy case, B. Riley's filings report that Kahn pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud and, in mid-2026, that he was awaiting sentencing; the plea agreement and any judgment are not among the records reviewed.","source_ids":["src-002","src-014"],"entity_ids":["brc","freedom-vcm-holdings","vcm","frg","brian-kahn","prophecy"],"premise_claim_ids":["c-loss-impairment-2024","c-loss-plan","c-pro-charge-plea"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FRG, its operating businesses and Freedom VCM filed for Chapter 11 on November 3, 2024. B. Riley ascribed no value to the Freedom VCM investment at the end of 2024 and recorded impairments of $221.0 million on it and $222.9 million on the Vintage loan. The plan confirmed on June 1, 2025 cancelled all equity interests in the FRG debtors, leaving Freedom VCM, as FRG's equity holder, with nothing; in February 2026 B. Riley collected $1.855 million from the sale of the last collateral for the Vintage loan and expects nothing more. In the separate Prophecy case, B. Riley's filings report that Kahn pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud and, in mid-2026, that he was awaiting sentencing; the plea agreement and any judgment are not among the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-496da3b8a21dd0f3ce60b111","record":{"id":"display-claim-496da3b8a21dd0f3ce60b111","kind":"analysis","text":"On July 3, 2024 the SEC sent document subpoenas to the company and to Bryant Riley, primarily about the company's business dealings with Kahn, certain transactions in an unrelated public company's securities, and the communications and related compliance policies of certain regulated subsidiaries. On November 22, 2024 further subpoenas to both sought documents about Franchise Group, including Freedom VCM Holdings, and about Riley's personal loan and his pledge of company shares as collateral for it. In June 2026, in the same continuing inquiry, the SEC subpoenaed certain current and former employees for testimony. Subpoenas are requests: the company states that receiving them does not indicate that the SEC or its staff has determined that any violation of law occurred, and that it and Riley are responding and fully cooperating. No SEC finding, charge or closure concerning the company or Riley appears in the records.","source_ids":["src-014","src-002"],"entity_ids":["brc","bryant-riley","sec","brian-kahn","frg","freedom-vcm-holdings"],"premise_claim_ids":["c-sec-subpoenas-2024","c-sec-testimony-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On July 3, 2024 the SEC sent document subpoenas to the company and to Bryant Riley, primarily about the company's business dealings with Kahn, certain transactions in an unrelated public company's securities, and the communications and related compliance policies of certain regulated subsidiaries. On November 22, 2024 further subpoenas to both sought documents about Franchise Group, including Freedom VCM Holdings, and about Riley's personal loan and his pledge of company shares as collateral for it. In June 2026, in the same continuing inquiry, the SEC subpoenaed certain current and former employees for testimony. Subpoenas are requests: the company states that receiving them does not indicate that the SEC or its staff has determined that any violation of law occurred, and that it and Riley are responding and fully cooperating. No SEC finding, charge or closure concerning the company or Riley appears in the records."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-092d71fa7cbe61b4b2751011","record":{"id":"display-claim-092d71fa7cbe61b4b2751011","kind":"analysis","text":"Investors sued over the same dealings. In the federal securities class action In re B. Riley Financial, Inc. Securities Litigation (No. 2:24-cv-00662), the court ruled on December 12, 2025 that the fraud claim under Section 10(b) could proceed against Bryant Riley and, through him, the company, but not against Phillip Ahn and Thomas Kelleher. Such a ruling tests only whether the allegations, taken as true, state a claim; it is not a finding that any statement was false or that anyone is liable. The defendants answered on February 17, 2026, and the case moved into discovery and class certification. The Delaware Court of Chancery dismissed a derivative suit against the directors (C.A. No. 2025-0164-LWW) in a decision of March 30, 2026, because the plaintiff had not pleaded that a majority of the board was interested or lacked independence, so a pre-suit demand was not excused; it did not rule on whether the alleged breaches occurred. The opinion's cover page prints March 30, 2025, but the matter was submitted on December 22, 2025, and the company's filings and the court's listing give 2026. Riley said the outcome reflected the integrity of the board and its governance processes, and on April 29, 2026 the plaintiff appealed.","source_ids":["src-062","src-061","src-014","src-055","src-114","src-100"],"entity_ids":["brc","bryant-riley","phillip-ahn","tom-kelleher","brian-kahn","frg","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters"],"premise_claim_ids":["c-lit-sec-class-order","c-lit-delderiv-dismissal"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Investors sued over the same dealings. In the federal securities class action In re B. Riley Financial, Inc. Securities Litigation (No. 2:24-cv-00662), the court ruled on December 12, 2025 that the fraud claim under Section 10(b) could proceed against Bryant Riley and, through him, the company, but not against Phillip Ahn and Thomas Kelleher. Such a ruling tests only whether the allegations, taken as true, state a claim; it is not a finding that any statement was false or that anyone is liable. The defendants answered on February 17, 2026, and the case moved into discovery and class certification. The Delaware Court of Chancery dismissed a derivative suit against the directors (C.A. No. 2025-0164-LWW) in a decision of March 30, 2026, because the plaintiff had not pleaded that a majority of the board was interested or lacked independence, so a pre-suit demand was not excused; it did not rule on whether the alleged breaches occurred. The opinion's cover page prints March 30, 2025, but the matter was submitted on December 22, 2025, and the company's filings and the court's listing give 2026. Riley said the outcome reflected the integrity of the board and its governance processes, and on April 29, 2026 the plaintiff appealed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-532e35e0e83d00744db608c0","record":{"id":"display-claim-532e35e0e83d00744db608c0","kind":"analysis","text":"On August 18, 2026 the FRG Litigation Trust sued Kahn, BRC, B. Riley Securities, GlassRatner, Riley and others in the Delaware Court of Chancery over the take-private, seeking more than $700 million; these are unadjudicated allegations, and no answer by BRC, B. Riley Securities, GlassRatner or Riley appears in the records. Twelve days before the filing BRC had stated that if Kahn-related claims were made it believed it had valid defenses and that they would be without merit, and it says its Audit Committee review and an independent investigation found no involvement with, or knowledge of, Kahn's alleged misconduct by the company or its executives. BRC itself sued Willkie Farr & Gallagher and Brian and Lauren Kahn in New York in January 2026, seeking more than $735 million; no ruling on those claims and no response by the defendants appear in the records.","source_ids":["src-049","src-014","src-002"],"entity_ids":["frg-trust","brian-kahn","matthew-avril","brc","brs","glassratner","bryant-riley","willkie","jefferies","frg","brpi","brcc","lauren-kahn"],"premise_claim_ids":["c-lit-trust-filing","c-lit-willkie-suit"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On August 18, 2026 the FRG Litigation Trust sued Kahn, BRC, B. Riley Securities, GlassRatner, Riley and others in the Delaware Court of Chancery over the take-private, seeking more than $700 million; these are unadjudicated allegations, and no answer by BRC, B. Riley Securities, GlassRatner or Riley appears in the records. Twelve days before the filing BRC had stated that if Kahn-related claims were made it believed it had valid defenses and that they would be without merit, and it says its Audit Committee review and an independent investigation found no involvement with, or knowledge of, Kahn's alleged misconduct by the company or its executives. BRC itself sued Willkie Farr & Gallagher and Brian and Lauren Kahn in New York in January 2026, seeking more than $735 million; no ruling on those claims and no response by the defendants appear in the records."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-92b4999db20a8a93c6237f39","record":{"id":"display-claim-92b4999db20a8a93c6237f39","kind":"analysis","text":"BRC sold businesses and brand interests: the Brands Transaction of October 2024 brought an upfront payment of about $189.3 million, the November 2024 sale of all class A preferred units and 52.6% of the class A common units of Great American Holdings about $167.1 million, and the June 2025 sale of GlassRatner and B. Riley Farber about $117.8 million. Total debt fell from $1.8 billion at the end of 2024 to $1.4 billion a year later and, according to the company's May 7, 2026 results release, to $1.30 billion by March 31, 2026; the release's Net Debt and Adjusted EBITDA figures are measures the company defines itself, not audited balance-sheet captions. BRC stockholders' equity moved from a deficit of $171.5 million at December 31, 2025 to $142.2 million at June 30, 2026; the parent-company-only statement gives a 2025 deficit $1.0 million smaller, a difference the records do not explain.","source_ids":["src-002","src-031","src-058","src-014"],"entity_ids":["brc","br-brand-mgmt","ga-holdings","glassratner","farber","br-advisory-holdings","br-advisory-us","gallop","ontario-farber-buyer","torquest"],"premise_claim_ids":["c-sale-brands","c-sale-ga","c-sale-glassratner","c-debt-total-2025","c-debt-q1-2026","c-debt-equity-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC sold businesses and brand interests: the Brands Transaction of October 2024 brought an upfront payment of about $189.3 million, the November 2024 sale of all class A preferred units and 52.6% of the class A common units of Great American Holdings about $167.1 million, and the June 2025 sale of GlassRatner and B. Riley Farber about $117.8 million. Total debt fell from $1.8 billion at the end of 2024 to $1.4 billion a year later and, according to the company's May 7, 2026 results release, to $1.30 billion by March 31, 2026; the release's Net Debt and Adjusted EBITDA figures are measures the company defines itself, not audited balance-sheet captions. BRC stockholders' equity moved from a deficit of $171.5 million at December 31, 2025 to $142.2 million at June 30, 2026; the parent-company-only statement gives a 2025 deficit $1.0 million smaller, a difference the records do not explain."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-be6da0c9df21091b4dd589c3","record":{"id":"display-claim-be6da0c9df21091b4dd589c3","kind":"analysis","text":"BRC filed its 2024 annual report late, on September 19, 2025, and its first three 2025 quarterly reports late; Nasdaq's staff sent five Staff Determination Letters over these filings, which did not lead to suspension or delisting, and on January 27, 2026 Nasdaq confirmed that BRC had regained compliance. Its preferred dividends went unpaid for a sixth quarterly period on April 30, 2026, counting from the suspension announced on January 21, 2025, which triggered a Preferred Dividend Default entitling the preferred holders to elect two additional directors.","source_ids":["src-002","src-014"],"entity_ids":["brc","nasdaq"],"premise_claim_ids":["c-debt-nasdaq","c-debt-preferred-default"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC filed its 2024 annual report late, on September 19, 2025, and its first three 2025 quarterly reports late; Nasdaq's staff sent five Staff Determination Letters over these filings, which did not lead to suspension or delisting, and on January 27, 2026 Nasdaq confirmed that BRC had regained compliance. Its preferred dividends went unpaid for a sixth quarterly period on April 30, 2026, counting from the suspension announced on January 21, 2025, which triggered a Preferred Dividend Default entitling the preferred holders to elect two additional directors."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-27b382a3627e93cae178ac51","record":{"id":"display-claim-27b382a3627e93cae178ac51","kind":"analysis","text":"Babcock & Wilcox Enterprises (B&W) lists BRC in its 2026 proxy statement as its largest shareholder, with 20.4% held through B. Riley Securities and BRF Investments. On February 11, 2026 Bryant Riley, jointly with his spouse, and a family trust sold 1,155,382 B&W shares for $10.4 million; the joint Form 4 shows the subsidiaries' holdings unchanged. Separately, B&W, which had entered into a limited notice to proceed with Applied Digital in November 2025, signed a definitive $2.4 billion agreement effective February 26, 2026 with Base Electron, \"an IPP backed by Applied Digital\", for four natural-gas power plants.","source_ids":["src-090","src-111","src-080","src-079","src-073"],"entity_ids":["bw","brc","brs","brf-investments","bryant-riley","afob","afo-blackberry","brsh","applied-digital","base-electron"],"premise_claim_ids":["c-inv-bw-proxy-holding","c-be-spa","c-be-form4","c-be-contract"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Babcock & Wilcox Enterprises (B&W) lists BRC in its 2026 proxy statement as its largest shareholder, with 20.4% held through B. Riley Securities and BRF Investments. On February 11, 2026 Bryant Riley, jointly with his spouse, and a family trust sold 1,155,382 B&W shares for $10.4 million; the joint Form 4 shows the subsidiaries' holdings unchanged. Separately, B&W, which had entered into a limited notice to proceed with Applied Digital in November 2025, signed a definitive $2.4 billion agreement effective February 26, 2026 with Base Electron, \"an IPP backed by Applied Digital\", for four natural-gas power plants."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e4d8ee5db7e7535b4a355b24","record":{"id":"display-claim-e4d8ee5db7e7535b4a355b24","kind":"analysis","text":"In 2026 BRC also valued its carried interest in SpaceX investment vehicles at about $84.2 million gross, its own unaudited estimate at one day's share price, and agreed on September 28, 2026 to acquire Sangoma Technologies.","source_ids":["src-112","src-015","src-094"],"entity_ids":["brc","spacex","ontario-purchaser","sangoma"],"premise_claim_ids":["c-inv-spacex","c-inv-sangoma-agreement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In 2026 BRC also valued its carried interest in SpaceX investment vehicles at about $84.2 million gross, its own unaudited estimate at one day's share price, and agreed on September 28, 2026 to acquire Sangoma Technologies."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ded29d10461a56df33cc0e4f","record":{"id":"display-claim-ded29d10461a56df33cc0e4f","kind":"analysis","text":"In an interview published in October 2024 Bryant Riley said he met Brian Kahn in 1997, after Kahn had founded his own small firm, Kahn Capital Management, and that Kahn was a client to whom B. Riley offered stock research; for a decade or more after those early years, he said, he had little contact with Kahn beyond a few trades or meeting him at a conference. This is Riley's own account given to a newspaper, not a contemporaneous record of the client relationship, and Franchise Group's 2023 merger proxy and the class complaint as summarized by the federal court date the founding of Kahn Capital Management to 1998, a year after the meeting Riley describes.","source_ids":["src-102","src-043","src-062"],"entity_ids":["bryant-riley","brian-kahn","kahn-capital","b-riley-co"],"premise_claim_ids":["c-kahn-meeting-1997"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In an interview published in October 2024 Bryant Riley said he met Brian Kahn in 1997, after Kahn had founded his own small firm, Kahn Capital Management, and that Kahn was a client to whom B. Riley offered stock research; for a decade or more after those early years, he said, he had little contact with Kahn beyond a few trades or meeting him at a conference. This is Riley's own account given to a newspaper, not a contemporaneous record of the client relationship, and Franchise Group's 2023 merger proxy and the class complaint as summarized by the federal court date the founding of Kahn Capital Management to 1998, a year after the meeting Riley describes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a93e86d318fd410c763e2e01","record":{"id":"display-claim-a93e86d318fd410c763e2e01","kind":"analysis","text":"The class plaintiffs in the federal securities action against B. Riley Financial also describe the early relationship. As summarized in the court's order of December 12, 2025, their amended complaint alleges that Kahn, the founder of Vintage Capital Management, LLC (VCM), was one of the company's early clients, at first for brokerage services only; that in 2017 the company partnered with VCM to buy 37% of Liberty Tax, Inc.; and that in July 2019 the company and VCM acquired a controlling interest in Liberty Tax, named Kahn its chief executive and renamed it Franchise Group, Inc. These are allegations summarized by the court when ruling on a motion to dismiss, not findings of fact.","source_ids":["src-062"],"entity_ids":["brc","brian-kahn","vcm","frg"],"premise_claim_ids":["c-kahn-court-history"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The class plaintiffs in the federal securities action against B. Riley Financial also describe the early relationship. As summarized in the court's order of December 12, 2025, their amended complaint alleges that Kahn, the founder of Vintage Capital Management, LLC (VCM), was one of the company's early clients, at first for brokerage services only; that in 2017 the company partnered with VCM to buy 37% of Liberty Tax, Inc.; and that in July 2019 the company and VCM acquired a controlling interest in Liberty Tax, named Kahn its chief executive and renamed it Franchise Group, Inc. These are allegations summarized by the court when ruling on a motion to dismiss, not findings of fact."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-45e7a606856321ade84f23eb","record":{"id":"display-claim-45e7a606856321ade84f23eb","kind":"analysis","text":"A news-agency report of August 2024 described two later deals. It said that in 2018 Kahn sought to buy Rent-A-Center for $1.4 billion and that B. Riley agreed to underwrite the purchase in what Riley later described as the largest deal his firm had ever arranged, and that in December 2018 Rent-A-Center cancelled the deal and demanded a $126.5 million breakup fee, later cut to $92 million by the court; it added that in June 2022 Kahn bid for Kohl's Corp. at a valuation of $8 billion with Riley's assistance. This is a press account; the deal documents and the court decision are not among the records reviewed.","source_ids":["src-075"],"entity_ids":["brian-kahn","brc","bryant-riley"],"premise_claim_ids":["c-kahn-rac-2018"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A news-agency report of August 2024 described two later deals. It said that in 2018 Kahn sought to buy Rent-A-Center for $1.4 billion and that B. Riley agreed to underwrite the purchase in what Riley later described as the largest deal his firm had ever arranged, and that in December 2018 Rent-A-Center cancelled the deal and demanded a $126.5 million breakup fee, later cut to $92 million by the court; it added that in June 2022 Kahn bid for Kohl's Corp. at a valuation of $8 billion with Riley's assistance. This is a press account; the deal documents and the court decision are not among the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-393fc175d174da8c465df4ee","record":{"id":"display-claim-393fc175d174da8c465df4ee","kind":"analysis","text":"Riley told the same newspaper in October 2024 that in 2018 Kahn came to him with the idea of buying into Liberty Tax, a franchise tax preparer, and using it to acquire other franchise businesses, and that Vintage and B. Riley took stakes in Liberty Tax, which acquired Buddy's and changed its name to Franchise Group, and that he took a board seat because his company held more than 10%. EDGAR records Franchise Group, Inc. (CIK 0001528930) as a Delaware corporation at an address in Delaware, Ohio, with no listed tickers or exchanges; its former names were Liberty Tax, Inc. (July 15, 2014 to September 19, 2019) and JTH Holding, Inc. (September 2, 2011 to July 9, 2014).","source_ids":["src-102","src-005"],"entity_ids":["bryant-riley","brian-kahn","vcm","brc","frg"],"premise_claim_ids":["c-kahn-liberty-account","c-id-frg"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley told the same newspaper in October 2024 that in 2018 Kahn came to him with the idea of buying into Liberty Tax, a franchise tax preparer, and using it to acquire other franchise businesses, and that Vintage and B. Riley took stakes in Liberty Tax, which acquired Buddy's and changed its name to Franchise Group, and that he took a board seat because his company held more than 10%. EDGAR records Franchise Group, Inc. (CIK 0001528930) as a Delaware corporation at an address in Delaware, Ohio, with no listed tickers or exchanges; its former names were Liberty Tax, Inc. (July 15, 2014 to September 19, 2019) and JTH Holding, Inc. (September 2, 2011 to July 9, 2014)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-17dbbc6ddc26bd4a7e1cd3b1","record":{"id":"display-claim-17dbbc6ddc26bd4a7e1cd3b1","kind":"analysis","text":"SEC filings place Riley and a Vintage partner on the Liberty Tax board from 2018. Riley's EDGAR owner record lists a report as director and 10% owner of Liberty Tax, Inc. dated September 3, 2018, and Andrew M. Laurence, a partner of Vintage Capital Management since 2010, has a director report for Liberty Tax dated the same day; FRG's 2023 merger proxy says Laurence was an FRG director from 2018 to 2021 and its executive vice president from 2019. B. Riley Financial's 2023 proxy statement says Riley served on the FRG board from September 2018 through March 2020. Its 2026 proxy statement instead describes that period as service on the board of Freedom VCM Holdings, LLC, FRG's indirect parent, and adds that he 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; the two proxy statements thus name different companies for the 2018–2020 seat.","source_ids":["src-006","src-003","src-016","src-043","src-063"],"entity_ids":["bryant-riley","frg","freedom-vcm-holdings","andrew-laurence","vcm"],"premise_claim_ids":["c-kahn-riley-frg-board","c-kahn-laurence"],"qualification":"","response":"","outcome":""},"reading":"Analysis: SEC filings place Riley and a Vintage partner on the Liberty Tax board from 2018. Riley's EDGAR owner record lists a report as director and 10% owner of Liberty Tax, Inc. dated September 3, 2018, and Andrew M. Laurence, a partner of Vintage Capital Management since 2010, has a director report for Liberty Tax dated the same day; FRG's 2023 merger proxy says Laurence was an FRG director from 2018 to 2021 and its executive vice president from 2019. B. Riley Financial's 2023 proxy statement says Riley served on the FRG board from September 2018 through March 2020. Its 2026 proxy statement instead describes that period as service on the board of Freedom VCM Holdings, LLC, FRG's indirect parent, and adds that he 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; the two proxy statements thus name different companies for the 2018–2020 seat."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2b2a667e8a18c7c5aa4fd9da","record":{"id":"display-claim-2b2a667e8a18c7c5aa4fd9da","kind":"analysis","text":"In October 2019 B. Riley FBR, Inc. was included in the \"Vintage Group\" of FRG's registration rights agreement. Amendment No. 2 of October 23, 2019 to that agreement, filed on EDGAR, defines the group as Tributum, L.P., Vintage Tributum LP, Vintage Capital Management, LLC, Samjor Family LP, Vintage RTO, L.P., Stefac LP, Brian Kahn and Lauren Kahn as tenants by the entirety, and B. Riley FBR, Inc., with their affiliates. Its holder schedule lists 1,000,000 FRG shares for B. Riley FBR, Inc. and 1,000,000 shares for Brian and Lauren Kahn as tenants by the entirety.","source_ids":["src-050"],"entity_ids":["frg","vcm","brian-kahn","lauren-kahn","brs"],"premise_claim_ids":["c-kahn-vintage-group"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In October 2019 B. Riley FBR, Inc. was included in the \"Vintage Group\" of FRG's registration rights agreement. Amendment No. 2 of October 23, 2019 to that agreement, filed on EDGAR, defines the group as Tributum, L.P., Vintage Tributum LP, Vintage Capital Management, LLC, Samjor Family LP, Vintage RTO, L.P., Stefac LP, Brian Kahn and Lauren Kahn as tenants by the entirety, and B. Riley FBR, Inc., with their affiliates. Its holder schedule lists 1,000,000 FRG shares for B. Riley FBR, Inc. and 1,000,000 shares for Brian and Lauren Kahn as tenants by the entirety."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-61d8a31a270a62336ff6c8d0","record":{"id":"display-claim-61d8a31a270a62336ff6c8d0","kind":"analysis","text":"Riley's departure from the FRG board in 2020 features in the class action. The December 12, 2025 order recounts the plaintiffs' allegation that on March 31, 2020, the day Prophecy Asset Management (see below) told investors its auditor had resigned and suspended redemptions, Riley resigned from FRG's board effective immediately. For the purposes of the motion to dismiss, the court inferred from that resignation, his alleged personal involvement in the buyout, its size and Kahn's importance to the company that Riley was at least aware of public allegations that Kahn had engaged in fraud. That is a pleading-stage inference drawn from the complaint's allegations; the court made no finding on the merits.","source_ids":["src-062"],"entity_ids":["bryant-riley","frg","prophecy","brian-kahn"],"premise_claim_ids":["c-kahn-riley-resign-2020"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley's departure from the FRG board in 2020 features in the class action. The December 12, 2025 order recounts the plaintiffs' allegation that on March 31, 2020, the day Prophecy Asset Management (see below) told investors its auditor had resigned and suspended redemptions, Riley resigned from FRG's board effective immediately. For the purposes of the motion to dismiss, the court inferred from that resignation, his alleged personal involvement in the buyout, its size and Kahn's importance to the company that Riley was at least aware of public allegations that Kahn had engaged in fraud. That is a pleading-stage inference drawn from the complaint's allegations; the court made no finding on the merits."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7380cbde4f42e2c38e8c35b5","record":{"id":"display-claim-7380cbde4f42e2c38e8c35b5","kind":"analysis","text":"The class plaintiffs, as summarized by the court, allege that as of February 2020 VCM and its affiliates owned about 45.4% of FRG's common stock and the company and its affiliates about 13.2%; that as VCM built its stake the company made a series of margin loans to Kahn and his affiliated entities; that by early January 2023 Kahn and his spouse had pledged all their FRG stock as collateral for the company's loans; and that by mid-2023 the company had $154 million of loans outstanding to Kahn and affiliates. These are allegations summarized by the court, not findings of fact.","source_ids":["src-062"],"entity_ids":["brc","vcm","frg","brian-kahn"],"premise_claim_ids":["c-kahn-court-stakes"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The class plaintiffs, as summarized by the court, allege that as of February 2020 VCM and its affiliates owned about 45.4% of FRG's common stock and the company and its affiliates about 13.2%; that as VCM built its stake the company made a series of margin loans to Kahn and his affiliated entities; that by early January 2023 Kahn and his spouse had pledged all their FRG stock as collateral for the company's loans; and that by mid-2023 the company had $154 million of loans outstanding to Kahn and affiliates. These are allegations summarized by the court, not findings of fact."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4a829a1367879f0be375b934","record":{"id":"display-claim-4a829a1367879f0be375b934","kind":"analysis","text":"A trade-press report on the 2026 derivative litigation said that a July 2023 Nomura presentation revealed a series of undisclosed loans to Kahn, with principal balances reaching $154 million by mid-2023, and that B. Riley also lent $201 million to Kahn's investment firm, secured by Franchise Group shares. The lender presentation is not among the records reviewed, and B. Riley's own filings describe the VCM note on a different basis. In an October 2024 newspaper interview Riley said about half of the loan to Vintage was made to Kahn as he was establishing Franchise Group and buying up shares, with the rest stemming from the buyout. B. Riley's filings record that in February 2026 it collected $1.855 million from the sale of all of the collateral it held for the Vintage loan and expects no additional collections on that receivable.","source_ids":["src-047","src-014","src-102"],"entity_ids":["brc","brian-kahn","vcm","nomura","frg"],"premise_claim_ids":["c-kahn-press-loans"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A trade-press report on the 2026 derivative litigation said that a July 2023 Nomura presentation revealed a series of undisclosed loans to Kahn, with principal balances reaching $154 million by mid-2023, and that B. Riley also lent $201 million to Kahn's investment firm, secured by Franchise Group shares. The lender presentation is not among the records reviewed, and B. Riley's own filings describe the VCM note on a different basis. In an October 2024 newspaper interview Riley said about half of the loan to Vintage was made to Kahn as he was establishing Franchise Group and buying up shares, with the rest stemming from the buyout. B. Riley's filings record that in February 2026 it collected $1.855 million from the sale of all of the collateral it held for the Vintage loan and expects no additional collections on that receivable."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-98dd5201538c837905dfb3f5","record":{"id":"display-claim-98dd5201538c837905dfb3f5","kind":"analysis","text":"FRG's merger proxy states that in December 2021 FRG's subsidiary W.S. Badcock Corporation entered into a master receivables purchase agreement with B. Riley Receivables, LLC, an indirect wholly owned B. Riley subsidiary, which bought Badcock's existing consumer credit receivables portfolio for $400 million in cash; FRG used the proceeds to repay part of its debt, and B. Riley affiliates continued to buy Badcock receivables from time to time until March 2023.","source_ids":["src-043"],"entity_ids":["badcock","frg","br-receivables","brc"],"premise_claim_ids":["c-kahn-badcock-2021"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FRG's merger proxy states that in December 2021 FRG's subsidiary W.S. Badcock Corporation entered into a master receivables purchase agreement with B. Riley Receivables, LLC, an indirect wholly owned B. Riley subsidiary, which bought Badcock's existing consumer credit receivables portfolio for $400 million in cash; FRG used the proceeds to repay part of its debt, and B. Riley affiliates continued to buy Badcock receivables from time to time until March 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-dc9b8c0f951c835bba1b5e75","record":{"id":"display-claim-dc9b8c0f951c835bba1b5e75","kind":"analysis","text":"A second programme followed. B. Riley's 2025 annual report states that on September 23, 2022 B. Riley Receivables II, LLC, then a majority-owned subsidiary, entered into a second master receivables purchase agreement with Badcock and bought $168.4 million of consumer credit receivables, partly financed with a $148.2 million term loan; amendments in the first quarter of 2023 added $145.3 million of receivables. B. Riley recorded these purchases as loans receivable from Badcock collateralized by the consumer receivables, and FRG guaranteed Badcock's performance under the purchase and servicing agreements.","source_ids":["src-002"],"entity_ids":["brrii","badcock","brc","frg"],"premise_claim_ids":["c-kahn-badcock-2022"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A second programme followed. B. Riley's 2025 annual report states that on September 23, 2022 B. Riley Receivables II, LLC, then a majority-owned subsidiary, entered into a second master receivables purchase agreement with Badcock and bought $168.4 million of consumer credit receivables, partly financed with a $148.2 million term loan; amendments in the first quarter of 2023 added $145.3 million of receivables. B. Riley recorded these purchases as loans receivable from Badcock collateralized by the consumer receivables, and FRG guaranteed Badcock's performance under the purchase and servicing agreements."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-662c3f6543b603ac68fa9120","record":{"id":"display-claim-662c3f6543b603ac68fa9120","kind":"analysis","text":"The class plaintiffs, as summarized by the court, put the total at $945 million of Badcock accounts receivable bought by the company's receivables subsidiary between December 2021 and March 2023, and allege that in March 2023 the company decided to stop buying them. These are allegations summarized on a motion to dismiss, not findings of fact.","source_ids":["src-062"],"entity_ids":["brc","badcock"],"premise_claim_ids":["c-kahn-badcock-945"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The class plaintiffs, as summarized by the court, put the total at $945 million of Badcock accounts receivable bought by the company's receivables subsidiary between December 2021 and March 2023, and allege that in March 2023 the company decided to stop buying them. These are allegations summarized on a motion to dismiss, not findings of fact."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7d03e75b32e3ce001a0174c0","record":{"id":"display-claim-7d03e75b32e3ce001a0174c0","kind":"analysis","text":"The end of the receivables purchases and the take-private proposal came together. FRG's merger proxy recounts that in March 2023 B. Riley said it would fund Badcock receivables one final time for the first quarter of 2023 but not for the second quarter and beyond, and would prefer to explore acquiring all of FRG's equity rather than bear continued FRG balance-sheet risk. Kahn and Bryant Riley met in person on March 16 and 17, 2023, and on March 19, 2023 FRG received B. Riley's non-binding letter proposing a take-private at $30.00 per share in cash, subject among other things to management rolling over their equity, special-committee approval and approval by a majority of unaffiliated stockholders.","source_ids":["src-043"],"entity_ids":["brc","frg","brian-kahn","bryant-riley","badcock"],"premise_claim_ids":["c-kahn-approach-2023"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The end of the receivables purchases and the take-private proposal came together. FRG's merger proxy recounts that in March 2023 B. Riley said it would fund Badcock receivables one final time for the first quarter of 2023 but not for the second quarter and beyond, and would prefer to explore acquiring all of FRG's equity rather than bear continued FRG balance-sheet risk. Kahn and Bryant Riley met in person on March 16 and 17, 2023, and on March 19, 2023 FRG received B. Riley's non-binding letter proposing a take-private at $30.00 per share in cash, subject among other things to management rolling over their equity, special-committee approval and approval by a majority of unaffiliated stockholders."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6b996c1251997863e31b491e","record":{"id":"display-claim-6b996c1251997863e31b491e","kind":"analysis","text":"On April 16, 2023 FRG's special committee allowed Kahn to pursue discussions about a possible acquisition, with B. Riley or other bidders, if he kept the committee informed. On April 17 Kahn and Vintage Capital Management disclosed in an amended Schedule 13D that they wished to discuss the transaction with B. Riley, subject to special-committee approval and a non-waivable majority-of-unaffiliated-stockholders condition, and on April 18 Kahn and his counsel at Willkie met by videoconference with B. Riley and its counsel. Between April 30 and May 9, 2023 B. Riley determined that, while it remained interested in financing a transaction, it would need to do so in a manner that would not result in it controlling FRG or consolidating it into its financial statements; the parties therefore determined that Kahn would control the surviving company from a governance perspective and might own a majority of its equity. FRG's chief restructuring officer gave the same account to the bankruptcy court in November 2024: Kahn and his affiliates took FRG private, financed in part with equity from investors including B. Riley Financial and affiliated entities and with debt from lenders including Irradiant Partners.","source_ids":["src-043","src-070"],"entity_ids":["frg","brian-kahn","vcm","brc","willkie"],"premise_claim_ids":["c-kahn-april-2023","c-kahn-structure"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On April 16, 2023 FRG's special committee allowed Kahn to pursue discussions about a possible acquisition, with B. Riley or other bidders, if he kept the committee informed. On April 17 Kahn and Vintage Capital Management disclosed in an amended Schedule 13D that they wished to discuss the transaction with B. Riley, subject to special-committee approval and a non-waivable majority-of-unaffiliated-stockholders condition, and on April 18 Kahn and his counsel at Willkie met by videoconference with B. Riley and its counsel. Between April 30 and May 9, 2023 B. Riley determined that, while it remained interested in financing a transaction, it would need to do so in a manner that would not result in it controlling FRG or consolidating it into its financial statements; the parties therefore determined that Kahn would control the surviving company from a governance perspective and might own a majority of its equity. FRG's chief restructuring officer gave the same account to the bankruptcy court in November 2024: Kahn and his affiliates took FRG private, financed in part with equity from investors including B. Riley Financial and affiliated entities and with debt from lenders including Irradiant Partners."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-43654de3190e1f0a0b155c39","record":{"id":"display-claim-43654de3190e1f0a0b155c39","kind":"analysis","text":"B. Riley gave two undertakings when the merger agreement was signed on May 10, 2023. Under an equity commitment letter with Freedom VCM Holdings and Freedom VCM, Inc., the merger parent, it committed to contribute $560.0 million in cash to Freedom VCM Holdings immediately before the merger, with the right to assign part of the commitment to affiliates, financing sources or other investors without being relieved of its obligation; Irradiant Partners LP and other institutions committed to a $475.0 million senior secured term loan for the merger. Concurrently, B. Riley gave FRG a limited guarantee of the payment obligations of the merger parent and merger subsidiary, including the reverse termination fee and certain reimbursements, up to $57.0 million, and, in the case of actual fraud or a wilful and material breach by them, of the full uncapped amount of their liability.","source_ids":["src-043"],"entity_ids":["brc","freedom-vcm-holdings","freedom-vcm-inc","frg"],"premise_claim_ids":["c-kahn-ecl","c-kahn-guarantee"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley gave two undertakings when the merger agreement was signed on May 10, 2023. Under an equity commitment letter with Freedom VCM Holdings and Freedom VCM, Inc., the merger parent, it committed to contribute $560.0 million in cash to Freedom VCM Holdings immediately before the merger, with the right to assign part of the commitment to affiliates, financing sources or other investors without being relieved of its obligation; Irradiant Partners LP and other institutions committed to a $475.0 million senior secured term loan for the merger. Concurrently, B. Riley gave FRG a limited guarantee of the payment obligations of the merger parent and merger subsidiary, including the reverse termination fee and certain reimbursements, up to $57.0 million, and, in the case of actual fraud or a wilful and material breach by them, of the full uncapped amount of their liability."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-1d5d1adcc383df4b564d3ed6","record":{"id":"display-claim-1d5d1adcc383df4b564d3ed6","kind":"analysis","text":"Under a rollover agreement of the same date the \"Rollover Stockholders\" (Brian R. Kahn, Vintage Opportunity Partners, L.P., Brian Kahn and Lauren Kahn as joint tenants by the entirety, and Andrew Laurence) committed to contribute 12,804,832 FRG shares, equivalent to $384.0 million at $30.00 per share, to Freedom VCM Holdings in exchange for common membership interests: 2,154,807 shares listed for Kahn ($64.6 million), 2,500,000 for Vintage Opportunity Partners ($75.0 million), 7,576,543 for the Kahns jointly ($227.3 million) and 573,482 for Laurence ($17.2 million), which add up to $384.1 million against the proxy's stated total; the same holders entered into a voting agreement with the merger parent that day. The $64.6 million value recurs in B. Riley's own reports. Its 2024 annual report describes FRG shares worth $64.6 million at the deal price, held of record by B. Riley Securities, over which Kahn had sole voting and dispositive power under an advisory agreement and which were rolled over into Freedom VCM equity at closing, and its 2025 annual report counts a $64.6 million roll-over of FRG shares within its subsidiaries' $281.1 million Freedom VCM interest. The matching values are consistent with the same shares being described in each record, but none of the records states this expressly.","source_ids":["src-043","src-088","src-002"],"entity_ids":["brian-kahn","vop","lauren-kahn","andrew-laurence","freedom-vcm-holdings","frg","freedom-vcm-inc","brs","brc"],"premise_claim_ids":["c-kahn-rollover","c-kahn-64m"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Under a rollover agreement of the same date the \"Rollover Stockholders\" (Brian R. Kahn, Vintage Opportunity Partners, L.P., Brian Kahn and Lauren Kahn as joint tenants by the entirety, and Andrew Laurence) committed to contribute 12,804,832 FRG shares, equivalent to $384.0 million at $30.00 per share, to Freedom VCM Holdings in exchange for common membership interests: 2,154,807 shares listed for Kahn ($64.6 million), 2,500,000 for Vintage Opportunity Partners ($75.0 million), 7,576,543 for the Kahns jointly ($227.3 million) and 573,482 for Laurence ($17.2 million), which add up to $384.1 million against the proxy's stated total; the same holders entered into a voting agreement with the merger parent that day. The $64.6 million value recurs in B. Riley's own reports. Its 2024 annual report describes FRG shares worth $64.6 million at the deal price, held of record by B. Riley Securities, over which Kahn had sole voting and dispositive power under an advisory agreement and which were rolled over into Freedom VCM equity at closing, and its 2025 annual report counts a $64.6 million roll-over of FRG shares within its subsidiaries' $281.1 million Freedom VCM interest. The matching values are consistent with the same shares being described in each record, but none of the records states this expressly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-33ae74086a5a5c7768ba2b04","record":{"id":"display-claim-33ae74086a5a5c7768ba2b04","kind":"analysis","text":"The deal documents also gave B. Riley a defined role on the buyer side. The rollover agreement, filed as an annex to FRG's merger proxy, provides that B. Riley Financial, Inc. \"will be responsible for making all decisions and taking (or causing to take) all actions on behalf of Topco\" (Freedom VCM Holdings), under Section 2(b) of an Interim Investors Agreement of the same date among Brian R. Kahn, B. Riley and other parties; the provision applies for the purposes of the rollover agreement, and the Interim Investors Agreement itself is not among the records reviewed. The merger proxy defines the \"Consortium Members\" as the Freedom entities, the \"Kahn Parties\" (Brian Kahn, Brian Kahn and Lauren Kahn as joint tenants by the entirety, Vintage Capital Management LLC and Vintage Opportunity Partners, L.P.), B. Riley, Bryant R. Riley and Andrew Laurence. B. Riley Financial, Inc., as \"Guarantor\", and Bryant R. Riley were among the persons filing the final Schedule 13E-3 amendment of August 21, 2023, together with FRG, the Freedom entities, the Kahn Parties, Laurence and other FRG managers.","source_ids":["src-043","src-099"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn","bryant-riley","lauren-kahn","vcm","vop","andrew-laurence","frg"],"premise_claim_ids":["c-kahn-iia","c-kahn-consortium"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The deal documents also gave B. Riley a defined role on the buyer side. The rollover agreement, filed as an annex to FRG's merger proxy, provides that B. Riley Financial, Inc. \"will be responsible for making all decisions and taking (or causing to take) all actions on behalf of Topco\" (Freedom VCM Holdings), under Section 2(b) of an Interim Investors Agreement of the same date among Brian R. Kahn, B. Riley and other parties; the provision applies for the purposes of the rollover agreement, and the Interim Investors Agreement itself is not among the records reviewed. The merger proxy defines the \"Consortium Members\" as the Freedom entities, the \"Kahn Parties\" (Brian Kahn, Brian Kahn and Lauren Kahn as joint tenants by the entirety, Vintage Capital Management LLC and Vintage Opportunity Partners, L.P.), B. Riley, Bryant R. Riley and Andrew Laurence. B. Riley Financial, Inc., as \"Guarantor\", and Bryant R. Riley were among the persons filing the final Schedule 13E-3 amendment of August 21, 2023, together with FRG, the Freedom entities, the Kahn Parties, Laurence and other FRG managers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c5982c4f4750281e7e4cb375","record":{"id":"display-claim-c5982c4f4750281e7e4cb375","kind":"analysis","text":"On August 21, 2023 FRG filed a certificate of merger in Delaware and became a wholly owned subsidiary of Freedom VCM, Inc.; each FRG common share other than excluded shares was converted into the right to receive $30.00 in cash. Shares owned by Bryant Riley, B. Riley or any wholly owned B. Riley subsidiary were excluded from the cash conversion, as were shares rolled over under the rollover agreement and additional rollover agreements of about August 7 and August 14, 2023. Section 16 reports dated the closing day show several participants' FRG holdings reduced to zero: Riley sold 1,804 FRG shares; Thomas J. Kelleher's indirect 13,768 shares, first reported on a Form 3 dated August 17, 2023, were sold; Randall E. Paulson, a B. Riley director, filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them; and Kahn and Andrew M. Laurence reported dispositions coded \"D-Return\" leaving no direct holdings. Paulson's EDGAR owner record also lists a 10% owner report on FRG dated August 10, 2023; the EDGAR tables record the reported transactions and designations but do not explain that designation.","source_ids":["src-099","src-042","src-006","src-007","src-008","src-018","src-063"],"entity_ids":["frg","freedom-vcm-inc","bryant-riley","brc","tom-kelleher","randall-paulson","brian-kahn","andrew-laurence"],"premise_claim_ids":["c-kahn-merger-close","c-kahn-insider-forms"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On August 21, 2023 FRG filed a certificate of merger in Delaware and became a wholly owned subsidiary of Freedom VCM, Inc.; each FRG common share other than excluded shares was converted into the right to receive $30.00 in cash. Shares owned by Bryant Riley, B. Riley or any wholly owned B. Riley subsidiary were excluded from the cash conversion, as were shares rolled over under the rollover agreement and additional rollover agreements of about August 7 and August 14, 2023. Section 16 reports dated the closing day show several participants' FRG holdings reduced to zero: Riley sold 1,804 FRG shares; Thomas J. Kelleher's indirect 13,768 shares, first reported on a Form 3 dated August 17, 2023, were sold; Randall E. Paulson, a B. Riley director, filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them; and Kahn and Andrew M. Laurence reported dispositions coded \"D-Return\" leaving no direct holdings. Paulson's EDGAR owner record also lists a 10% owner report on FRG dated August 10, 2023; the EDGAR tables record the reported transactions and designations but do not explain that designation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-32dba95c41fdf85e9a39cdab","record":{"id":"display-claim-32dba95c41fdf85e9a39cdab","kind":"analysis","text":"B. Riley's 2025 annual report describes the resulting positions. At closing its subsidiaries held a $281.1 million equity interest in Freedom VCM Holdings ($216.5 million bought in the transaction and a $64.6 million roll-over of FRG shares), representing a 31% voting interest and board representation; Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his spouse and one of his affiliates held 32%; and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate. Its 2024 annual report adds that at the closing it terminated the investment advisory agreement under which Kahn, as financial advisor, had sole power to vote or dispose of the FRG shares held of record by B. Riley Securities, Inc.; Kahn's rights ended, the shares were rolled over into Freedom VCM equity, and the $20.9 million Kahn owed under the agreement was added to the amended and restated VCM note.","source_ids":["src-002","src-088"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn","brs","frg","vcm"],"premise_claim_ids":["c-kahn-closing-stake","c-kahn-advisory"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley's 2025 annual report describes the resulting positions. At closing its subsidiaries held a $281.1 million equity interest in Freedom VCM Holdings ($216.5 million bought in the transaction and a $64.6 million roll-over of FRG shares), representing a 31% voting interest and board representation; Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his spouse and one of his affiliates held 32%; and B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate. Its 2024 annual report adds that at the closing it terminated the investment advisory agreement under which Kahn, as financial advisor, had sole power to vote or dispose of the FRG shares held of record by B. Riley Securities, Inc.; Kahn's rights ended, the shares were rolled over into Freedom VCM equity, and the $20.9 million Kahn owed under the agreement was added to the amended and restated VCM note."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-cf212338a4f08c4222f7322e","record":{"id":"display-claim-cf212338a4f08c4222f7322e","kind":"analysis","text":"The FRG Litigation Trust's complaint of August 18, 2026 in the Delaware Court of Chancery (C.A. No. 2026-1076) retells the relationship. It alleges that beginning in 2018 Vintage and B. Riley Financial jointly acquired control of Liberty Tax and placed their designees on its board; that in 2019, as part of the Sears Hometown acquisition, B. Riley Financial bought 1 million FRG shares for $12.0 million; that it financed FRG's $700 million acquisition of Pet Supplies Plus in 2021; and that after selling a first receivables tranche to B. Riley Receivables, LLC for about $400 million, Badcock entered into a second purchase agreement with B. Riley Receivables II, LLC in September 2022. On lending, the complaint alleges an amended and restated and an additional secured promissory note between Vintage and B. Riley Financial dated January 3, 2020; on April 24, 2020, a pledge by Kahn and his spouse of about 7.1 million FRG shares as collateral for B. Riley Financial loans; a $36 million second-lien loan to Vintage from B. Riley Commercial Capital, LLC on June 25, 2021, amended on August 9, 2023 to add $19,182,069.94; and a first-lien B. Riley loan that had reached $76,676,984 by December 28, 2022. At the closing, it alleges, B. Riley Financial entered into an amendment to an equity fee letter providing for a $16.5 million payment to it, became entitled to $20,910,666.87 on the termination of the investment advisory agreement between Vintage and B. Riley Securities, Inc., and with other holders sold B. Riley Receivables II, LLC to an affiliate of Freedom TopCo for a $58.9 million note; Vintage gave B. Riley Financial a note secured by Topco units and personal guarantees of Brian and Lauren Kahn, who also granted B. Riley Financial security over certain personal assets, and Kahn, Laurence and Bryant Riley became directors of the holding-company debtors. The complaint also quotes an August 7, 2023 letter agreement stating that 5,061,255 FRG shares pledged by the Kahns were held in their account at B. Riley Wealth Management, Inc. subject to a control agreement in favour of B. Riley and its affiliates. None of these allegations has been adjudicated. B. Riley's own filings describe the amended and restated VCM note of August 21, 2023 and its collateral, and its annual reports separately record the $20.9 million owed by Kahn under the terminated advisory agreement and the $58.9 million note received for B. Riley Receivables II. No answer by BRC, its subsidiaries or Bryant Riley to the Trust's complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brc","vcm","frg","badcock","br-receivables","brrii","brian-kahn","lauren-kahn","brcc","brs","andrew-laurence","bryant-riley","brwm","freedom-vcm-holdings"],"premise_claim_ids":["c-kahn-trust-history","c-kahn-trust-loans","c-kahn-trust-closing"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The FRG Litigation Trust's complaint of August 18, 2026 in the Delaware Court of Chancery (C.A. No. 2026-1076) retells the relationship. It alleges that beginning in 2018 Vintage and B. Riley Financial jointly acquired control of Liberty Tax and placed their designees on its board; that in 2019, as part of the Sears Hometown acquisition, B. Riley Financial bought 1 million FRG shares for $12.0 million; that it financed FRG's $700 million acquisition of Pet Supplies Plus in 2021; and that after selling a first receivables tranche to B. Riley Receivables, LLC for about $400 million, Badcock entered into a second purchase agreement with B. Riley Receivables II, LLC in September 2022. On lending, the complaint alleges an amended and restated and an additional secured promissory note between Vintage and B. Riley Financial dated January 3, 2020; on April 24, 2020, a pledge by Kahn and his spouse of about 7.1 million FRG shares as collateral for B. Riley Financial loans; a $36 million second-lien loan to Vintage from B. Riley Commercial Capital, LLC on June 25, 2021, amended on August 9, 2023 to add $19,182,069.94; and a first-lien B. Riley loan that had reached $76,676,984 by December 28, 2022. At the closing, it alleges, B. Riley Financial entered into an amendment to an equity fee letter providing for a $16.5 million payment to it, became entitled to $20,910,666.87 on the termination of the investment advisory agreement between Vintage and B. Riley Securities, Inc., and with other holders sold B. Riley Receivables II, LLC to an affiliate of Freedom TopCo for a $58.9 million note; Vintage gave B. Riley Financial a note secured by Topco units and personal guarantees of Brian and Lauren Kahn, who also granted B. Riley Financial security over certain personal assets, and Kahn, Laurence and Bryant Riley became directors of the holding-company debtors. The complaint also quotes an August 7, 2023 letter agreement stating that 5,061,255 FRG shares pledged by the Kahns were held in their account at B. Riley Wealth Management, Inc. subject to a control agreement in favour of B. Riley and its affiliates. None of these allegations has been adjudicated. B. Riley's own filings describe the amended and restated VCM note of August 21, 2023 and its collateral, and its annual reports separately record the $20.9 million owed by Kahn under the terminated advisory agreement and the $58.9 million note received for B. Riley Receivables II. No answer by BRC, its subsidiaries or Bryant Riley to the Trust's complaint appears in the records reviewed. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-dd574aabe832b6c610151e0e","record":{"id":"display-claim-dd574aabe832b6c610151e0e","kind":"analysis","text":"B. Riley states that in November 2023, after the take-private had closed, it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund, Prophecy Asset Management, whose co-founder John Hughes pleaded guilty on November 2, 2023. B. Riley states that it had no involvement with, or knowledge of, any of the alleged misconduct concerning that fund, Kahn or his affiliates, and that each separate review and investigation by its Audit Committee confirmed this; after Hughes's plea Kahn said in a statement reported by the press that at no time did he know that Prophecy or its principals were allegedly defrauding investors, nor did he conspire in any fraud. Kahn was charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud.","source_ids":["src-002","src-065","src-062","src-102"],"entity_ids":["brc","brian-kahn","prophecy","frg"],"premise_claim_ids":["c-pro-learned-2023"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley states that in November 2023, after the take-private had closed, it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund, Prophecy Asset Management, whose co-founder John Hughes pleaded guilty on November 2, 2023. B. Riley states that it had no involvement with, or knowledge of, any of the alleged misconduct concerning that fund, Kahn or his affiliates, and that each separate review and investigation by its Audit Committee confirmed this; after Hughes's plea Kahn said in a statement reported by the press that at no time did he know that Prophecy or its principals were allegedly defrauding investors, nor did he conspire in any fraud. Kahn was charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-0e68666ebc15827b43206d21","record":{"id":"display-claim-0e68666ebc15827b43206d21","kind":"analysis","text":"In the October 2024 interview Riley said he was friendly with Kahn but never considered him more than a business associate, that he personally knew nothing about what happened at Prophecy Asset Management, and that he regretted the forceful statement he had made defending Kahn on the day in November 2023 when Prophecy's co-founder pleaded guilty; on B. Riley's conference call that day Riley had said of Kahn's profession of innocence, \"That's good enough for me.\" These are Riley's statements as reported by a newspaper. Kahn later pleaded guilty to conspiracy to commit securities fraud.","source_ids":["src-102"],"entity_ids":["bryant-riley","brian-kahn","prophecy","brc"],"premise_claim_ids":["c-kahn-associate"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In the October 2024 interview Riley said he was friendly with Kahn but never considered him more than a business associate, that he personally knew nothing about what happened at Prophecy Asset Management, and that he regretted the forceful statement he had made defending Kahn on the day in November 2023 when Prophecy's co-founder pleaded guilty; on B. Riley's conference call that day Riley had said of Kahn's profession of innocence, \"That's good enough for me.\" These are Riley's statements as reported by a newspaper. Kahn later pleaded guilty to conspiracy to commit securities fraud."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-46cde817116cebcb45981eee","record":{"id":"display-claim-46cde817116cebcb45981eee","kind":"analysis","text":"At the closing a B. Riley subsidiary restructured its loan to Kahn's investment firm. On August 21, 2023 the subsidiary and Vintage Capital Management, LLC (VCM), an affiliate of Kahn, amended and restated a promissory note for $200.5 million of principal, bearing 12.00% a year paid in kind and maturing on December 31, 2027. VCM had to make mandatory prepayments from proceeds that it, Kahn or his affiliates received from Freedom VCM distributions (the greater of 80% of net after-tax proceeds and 50% of gross proceeds), and the note was primarily secured by a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse, valued at $227.3 million at the transaction price. B. Riley's filings use the name for different entities: its 2026 quarterly report names the distributing company Freedom VCM, Inc., while its annual report uses \"Freedom VCM\" for Freedom VCM Holdings, LLC.","source_ids":["src-014","src-002"],"entity_ids":["brc","vcm","brian-kahn","freedom-vcm-holdings"],"premise_claim_ids":["c-loss-vcm-note"],"qualification":"","response":"","outcome":""},"reading":"Analysis: At the closing a B. Riley subsidiary restructured its loan to Kahn's investment firm. On August 21, 2023 the subsidiary and Vintage Capital Management, LLC (VCM), an affiliate of Kahn, amended and restated a promissory note for $200.5 million of principal, bearing 12.00% a year paid in kind and maturing on December 31, 2027. VCM had to make mandatory prepayments from proceeds that it, Kahn or his affiliates received from Freedom VCM distributions (the greater of 80% of net after-tax proceeds and 50% of gross proceeds), and the note was primarily secured by a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse, valued at $227.3 million at the transaction price. B. Riley's filings use the name for different entities: its 2026 quarterly report names the distributing company Freedom VCM, Inc., while its annual report uses \"Freedom VCM\" for Freedom VCM Holdings, LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e291d682d52f8d1ce9d6603d","record":{"id":"display-claim-e291d682d52f8d1ce9d6603d","kind":"analysis","text":"B. Riley treats VCM and Kahn as related parties: it has determined that they are related (as of December 31, 2024, December 31, 2025 and June 30, 2026) because any repayment of the note would have come primarily from Freedom VCM distributions or from foreclosure on the Freedom VCM equity and other collateral provided by Kahn and his spouse. It does not consolidate the borrower, stating that it was not involved in designing it, has no equity interest in it and has no rights to direct its significant activities.","source_ids":["src-014"],"entity_ids":["brc","vcm","brian-kahn"],"premise_claim_ids":["c-loss-vcm-related"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley treats VCM and Kahn as related parties: it has determined that they are related (as of December 31, 2024, December 31, 2025 and June 30, 2026) because any repayment of the note would have come primarily from Freedom VCM distributions or from foreclosure on the Freedom VCM equity and other collateral provided by Kahn and his spouse. It does not consolidate the borrower, stating that it was not involved in designing it, has no equity interest in it and has no rights to direct its significant activities."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ff717678a4d768d6fd006015","record":{"id":"display-claim-ff717678a4d768d6fd006015","kind":"analysis","text":"FRG's chief restructuring officer described the ownership of FRG's ultimate parent in the first-day declaration of November 4, 2024: after the take-private Kahn and his affiliates owned about 32.4% of the equity of Freedom TopCo, and B. Riley Principal Investments, LLC and its affiliates, which provided equity financing, owned about 58.9%. B. Riley's own filings report a 31% voting interest held by its subsidiaries; the declaration measures equity held by BRPI \"and its affiliates\", and the records do not reconcile the two figures.","source_ids":["src-070"],"entity_ids":["brian-kahn","freedom-vcm-holdings","brpi","frg"],"premise_claim_ids":["c-loss-cro-equity"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FRG's chief restructuring officer described the ownership of FRG's ultimate parent in the first-day declaration of November 4, 2024: after the take-private Kahn and his affiliates owned about 32.4% of the equity of Freedom TopCo, and B. Riley Principal Investments, LLC and its affiliates, which provided equity financing, owned about 58.9%. B. Riley's own filings report a 31% voting interest held by its subsidiaries; the declaration measures equity held by BRPI \"and its affiliates\", and the records do not reconcile the two figures."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c41d8bd4fb79651a984b540a","record":{"id":"display-claim-c41d8bd4fb79651a984b540a","kind":"analysis","text":"At the closing B. Riley's second Badcock receivables vehicle was also sold. All equity of B. Riley Receivables II, LLC, then majority-owned by B. Riley, was sold to Freedom VCM Receivables, Inc., a Freedom VCM subsidiary, for $58.9 million, paid with a non-recourse promissory note of another Freedom VCM affiliate bearing 19.74% and maturing on August 21, 2033, payable solely from the performance of certain receivables. FRG's chief restructuring officer described BRRII as an affiliate of BRPI, the note as in favour of BRPI and a minority owner of BRRII, and BRRII as renamed Freedom Receivables II, LLC. Under an amended and restated funding agreement of December 18, 2023 among BRPI, a minority owner of BRRII, Freedom Receivables II, Freedom VCM Interco Holdings and Freedom VCM Receivables, once the third-party credit facility that had financed the 2022 receivables purchase was repaid (in June 2024), the receivables company was to deliver \"Tranche 1\" receivables of up to about $15.3 million to a BRPI affiliate, with any remaining amount of the note cancelled. The full amount was paid in early October 2024 and the note was cancelled on October 9, 2024, with certain BRRII receivables transferred to an entity the filing calls \"BRRI\"; the loan receivable B. Riley then carried in respect of those receivables, measured at $3.9 million at December 31, 2024, was sold on February 7, 2025 (the sale of the Badcock receivables loans is described below).","source_ids":["src-002","src-070"],"entity_ids":["brc","brrii","freedom-vcm-receivables","freedom-vcm-holdings","brpi"],"premise_claim_ids":["c-loss-brrii-sale","c-loss-funding"],"qualification":"","response":"","outcome":""},"reading":"Analysis: At the closing B. Riley's second Badcock receivables vehicle was also sold. All equity of B. Riley Receivables II, LLC, then majority-owned by B. Riley, was sold to Freedom VCM Receivables, Inc., a Freedom VCM subsidiary, for $58.9 million, paid with a non-recourse promissory note of another Freedom VCM affiliate bearing 19.74% and maturing on August 21, 2033, payable solely from the performance of certain receivables. FRG's chief restructuring officer described BRRII as an affiliate of BRPI, the note as in favour of BRPI and a minority owner of BRRII, and BRRII as renamed Freedom Receivables II, LLC. Under an amended and restated funding agreement of December 18, 2023 among BRPI, a minority owner of BRRII, Freedom Receivables II, Freedom VCM Interco Holdings and Freedom VCM Receivables, once the third-party credit facility that had financed the 2022 receivables purchase was repaid (in June 2024), the receivables company was to deliver \"Tranche 1\" receivables of up to about $15.3 million to a BRPI affiliate, with any remaining amount of the note cancelled. The full amount was paid in early October 2024 and the note was cancelled on October 9, 2024, with certain BRRII receivables transferred to an entity the filing calls \"BRRI\"; the loan receivable B. Riley then carried in respect of those receivables, measured at $3.9 million at December 31, 2024, was sold on February 7, 2025 (the sale of the Badcock receivables loans is described below)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-0f14b7a89bb87a5e8136046e","record":{"id":"display-claim-0f14b7a89bb87a5e8136046e","kind":"analysis","text":"Badcock itself was sold by Freedom VCM to Conn's, Inc. on December 18, 2023, and a B. Riley subsidiary lent Conn's $108.0 million under a term loan at Term SOFR (with a 4.80% floor) plus 8.00%, maturing on February 20, 2027; FRG acquired a substantial equity investment in Conn's in a transaction completed in January 2024. After a $15.0 million principal payment on February 14, 2024 the loan stood at $93.0 million, and the Chapter 11 filings of Conn's and certain subsidiaries in July 2024 accelerated it. B. Riley reported the loan as a related-party receivable because of its prior relationship with Freedom VCM and Freedom VCM's ability to influence Conn's.","source_ids":["src-002"],"entity_ids":["brc","conns","freedom-vcm-holdings","badcock","frg"],"premise_claim_ids":["c-loss-conns"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Badcock itself was sold by Freedom VCM to Conn's, Inc. on December 18, 2023, and a B. Riley subsidiary lent Conn's $108.0 million under a term loan at Term SOFR (with a 4.80% floor) plus 8.00%, maturing on February 20, 2027; FRG acquired a substantial equity investment in Conn's in a transaction completed in January 2024. After a $15.0 million principal payment on February 14, 2024 the loan stood at $93.0 million, and the Chapter 11 filings of Conn's and certain subsidiaries in July 2024 accelerated it. B. Riley reported the loan as a related-party receivable because of its prior relationship with Freedom VCM and Freedom VCM's ability to influence Conn's."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-188d458e03c177f13b50551b","record":{"id":"display-claim-188d458e03c177f13b50551b","kind":"analysis","text":"In mid-2024 a B. Riley subsidiary also worked for Conn's. Under a consulting agreement of June 27, 2024 (amended July 19, 2024), the subsidiary sold merchandise and fixtures at Conn's and Badcock stores and facilities; the agreement was assumed by the Conn's debtors, and the subsidiary earned $26.1 million until it was sold with the Great American Group business on November 15, 2024.","source_ids":["src-002"],"entity_ids":["brc","conns","badcock"],"premise_claim_ids":["c-loss-conns-consulting"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In mid-2024 a B. Riley subsidiary also worked for Conn's. Under a consulting agreement of June 27, 2024 (amended July 19, 2024), the subsidiary sold merchandise and fixtures at Conn's and Badcock stores and facilities; the agreement was assumed by the Conn's debtors, and the subsidiary earned $26.1 million until it was sold with the Great American Group business on November 15, 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b36db91033c09f23733e3555","record":{"id":"display-claim-b36db91033c09f23733e3555","kind":"analysis","text":"The Conn's term loan had a fair value of $19.1 million at December 31, 2024 and of zero at December 31, 2025; B. Riley recorded unrealized losses of $71.7 million on it in 2024 and gains of $0.8 million in 2025, and its annual report also records additional cash payments of $19.9 million on the loan during 2025. On December 17, 2024 it bought the first-lien Conn's loan from the first-lien banks for $27.7 million, which was repaid in full on January 24, 2025. The term loan was written off effective January 1, 2026, and in the first half of 2026 B. Riley recovered $8.6 million from its collateral.","source_ids":["src-002","src-014"],"entity_ids":["brc","conns"],"premise_claim_ids":["c-loss-conns-outcome"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The Conn's term loan had a fair value of $19.1 million at December 31, 2024 and of zero at December 31, 2025; B. Riley recorded unrealized losses of $71.7 million on it in 2024 and gains of $0.8 million in 2025, and its annual report also records additional cash payments of $19.9 million on the loan during 2025. On December 17, 2024 it bought the first-lien Conn's loan from the first-lien banks for $27.7 million, which was repaid in full on January 24, 2025. The term loan was written off effective January 1, 2026, and in the first half of 2026 B. Riley recovered $8.6 million from its collateral."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-aa9749a2a11661085d50c98b","record":{"id":"display-claim-aa9749a2a11661085d50c98b","kind":"analysis","text":"The Badcock receivables loans left B. Riley's books in 2025: on February 7, 2025 it sold the two loans receivable that it carried for the Badcock receivable purchases of December 2021 and 2022–2023 and recorded net realized losses of $38.1 million; it no longer owned them at December 31, 2025.","source_ids":["src-002"],"entity_ids":["brc","badcock"],"premise_claim_ids":["c-loss-badcock-loans-sold"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The Badcock receivables loans left B. Riley's books in 2025: on February 7, 2025 it sold the two loans receivable that it carried for the Badcock receivable purchases of December 2021 and 2022–2023 and recorded net realized losses of $38.1 million; it no longer owned them at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b9c584912a2e94d64e37b3a0","record":{"id":"display-claim-b9c584912a2e94d64e37b3a0","kind":"analysis","text":"FRG, its operating businesses and affiliates including Freedom VCM filed Chapter 11 cases on November 3, 2024. Freedom VCM Holdings, LLC's own voluntary petition, filed that day in the U.S. Bankruptcy Court for the District of Delaware (Case No. 24-12496), is listed under the lead case of Franchise Group, Inc. (No. 24-12480); the docket summary records it as terminated on October 6, 2025. On November 4, 2024 B. Riley concluded that further impairment was required: it ascribed no value to the Freedom VCM investment at December 31, 2024 and reported 2024 non-cash impairments of $221.0 million on that investment and $222.9 million on the Vintage loan receivable, which it valued at $1.8 million at December 31, 2025. Its 2025 annual report also records a 2024 loss of $287.0 million from the change in fair value of the Freedom VCM equity investment, which was written off after B. Riley lost significant influence.","source_ids":["src-069","src-002"],"entity_ids":["freedom-vcm-holdings","frg","brc","vcm"],"premise_claim_ids":["c-loss-freedom-ch11","c-loss-impairment-2024"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FRG, its operating businesses and affiliates including Freedom VCM filed Chapter 11 cases on November 3, 2024. Freedom VCM Holdings, LLC's own voluntary petition, filed that day in the U.S. Bankruptcy Court for the District of Delaware (Case No. 24-12496), is listed under the lead case of Franchise Group, Inc. (No. 24-12480); the docket summary records it as terminated on October 6, 2025. On November 4, 2024 B. Riley concluded that further impairment was required: it ascribed no value to the Freedom VCM investment at December 31, 2024 and reported 2024 non-cash impairments of $221.0 million on that investment and $222.9 million on the Vintage loan receivable, which it valued at $1.8 million at December 31, 2025. Its 2025 annual report also records a 2024 loss of $287.0 million from the change in fair value of the Freedom VCM equity investment, which was written off after B. Riley lost significant influence."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-60b3931f084c674a853f17ac","record":{"id":"display-claim-60b3931f084c674a853f17ac","kind":"analysis","text":"Two passages of the chief restructuring officer's first-day declaration concern B. Riley. The restructuring support agreement attached to it provides that, for its purposes, neither Conn's, Inc. nor B. Riley Financial Inc. nor their respective affiliates (other than Freedom VCM Holdings, LLC and its subsidiaries) are \"Affiliates\" of the FRG debtors. The declaration also states that the debtors' special committee directed an independent investigation of potential claims against Kahn, other current or former directors and officers or third parties arising from, among other things, what the declaration calls FRG's December 2023 sale of Badcock to Conn's, the take-private, the acquisition of B. Riley Receivables II (FRII) and other transactions with BRPI and its affiliates, and the debtors' historical relationship with Kahn. An investigation of potential claims is not a finding; the claims later filed by the FRG Litigation Trust are described with that proceeding.","source_ids":["src-070"],"entity_ids":["brc","conns","freedom-vcm-holdings","frg","brian-kahn","brpi","badcock","brrii"],"premise_claim_ids":["c-loss-cro-rsa","c-loss-cro-investigation"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two passages of the chief restructuring officer's first-day declaration concern B. Riley. The restructuring support agreement attached to it provides that, for its purposes, neither Conn's, Inc. nor B. Riley Financial Inc. nor their respective affiliates (other than Freedom VCM Holdings, LLC and its subsidiaries) are \"Affiliates\" of the FRG debtors. The declaration also states that the debtors' special committee directed an independent investigation of potential claims against Kahn, other current or former directors and officers or third parties arising from, among other things, what the declaration calls FRG's December 2023 sale of Badcock to Conn's, the take-private, the acquisition of B. Riley Receivables II (FRII) and other transactions with BRPI and its affiliates, and the debtors' historical relationship with Kahn. An investigation of potential claims is not a finding; the claims later filed by the FRG Litigation Trust are described with that proceeding."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-67dcb8a7f2382c17c665fd17","record":{"id":"display-claim-67dcb8a7f2382c17c665fd17","kind":"analysis","text":"On June 1, 2025 the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors, under which all equity interests were cancelled and equity holders, including Freedom VCM as FRG's equity holder, receive no property or distributions. B. Riley states that it does not expect proceeds from the Freedom VCM equity of Kahn and his spouse that collateralized the VCM loan; in February 2026 it collected $1.855 million from the sale of all remaining collateral for the Vintage loan and it expects no further collections.","source_ids":["src-014"],"entity_ids":["frg","freedom-vcm-holdings","brc","vcm","brian-kahn"],"premise_claim_ids":["c-loss-plan"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On June 1, 2025 the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors, under which all equity interests were cancelled and equity holders, including Freedom VCM as FRG's equity holder, receive no property or distributions. B. Riley states that it does not expect proceeds from the Freedom VCM equity of Kahn and his spouse that collateralized the VCM loan; in February 2026 it collected $1.855 million from the sale of all remaining collateral for the Vintage loan and it expects no further collections."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b6d0f1509b14a0bbfb682c99","record":{"id":"display-claim-b6d0f1509b14a0bbfb682c99","kind":"analysis","text":"One operating link with Freedom VCM runs through bebe stores, inc., a majority-owned B. Riley subsidiary whose rent-to-own stores are franchised through Freedom VCM. Freedom VCM charged bebe royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024, bebe bought $9.0 million and $15.3 million of inventory from Freedom VCM in those years, and at December 31, 2024 bebe owed related parties $2.8 million for these stores.","source_ids":["src-002"],"entity_ids":["bebe","freedom-vcm-holdings","brc"],"premise_claim_ids":["c-loss-bebe-franchise"],"qualification":"","response":"","outcome":""},"reading":"Analysis: One operating link with Freedom VCM runs through bebe stores, inc., a majority-owned B. Riley subsidiary whose rent-to-own stores are franchised through Freedom VCM. Freedom VCM charged bebe royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024, bebe bought $9.0 million and $15.3 million of inventory from Freedom VCM in those years, and at December 31, 2024 bebe owed related parties $2.8 million for these stores."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7938b1cbb06cd147c983a777","record":{"id":"display-claim-7938b1cbb06cd147c983a777","kind":"analysis","text":"B. Riley's filings also report a fully impaired loan made in November 2023: on November 2, 2023 BRPI and other lenders made a $25.0 million loan to Torticity, LLC, of which BRPI committed $15.0 million, bearing 15.00% a year; BRPI transferred the note to B. Riley Commercial Capital, LLC on November 20, 2023, and the loan remained fully impaired, with no fair value at June 30, 2026. The 2025 annual report lists it among related-party loans receivable, alongside the Vintage, Badcock, Freedom VCM Receivables and Conn's loans.","source_ids":["src-014","src-002"],"entity_ids":["brpi","torticity","brcc"],"premise_claim_ids":["c-loss-torticity"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley's filings also report a fully impaired loan made in November 2023: on November 2, 2023 BRPI and other lenders made a $25.0 million loan to Torticity, LLC, of which BRPI committed $15.0 million, bearing 15.00% a year; BRPI transferred the note to B. Riley Commercial Capital, LLC on November 20, 2023, and the loan remained fully impaired, with no fair value at June 30, 2026. The 2025 annual report lists it among related-party loans receivable, alongside the Vintage, Badcock, Freedom VCM Receivables and Conn's loans."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ba9f07058a6b61a6d58ddceb","record":{"id":"display-claim-ba9f07058a6b61a6d58ddceb","kind":"analysis","text":"The class plaintiffs, as summarized in the court's December 12, 2025 order, allege that the company devoted about $480 million of its balance sheet to Freedom VCM, more than its $413.8 million of stockholders' equity, that the VCM loan was its largest single principal investment, at 36% of its loan receivable balance, and that its total financial exposure to Kahn, VCM and Freedom VCM exceeded its shareholder equity. These are allegations summarized on a motion to dismiss, not findings of fact.","source_ids":["src-062"],"entity_ids":["brc","freedom-vcm-holdings","vcm","brian-kahn"],"premise_claim_ids":["c-loss-court-exposure"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The class plaintiffs, as summarized in the court's December 12, 2025 order, allege that the company devoted about $480 million of its balance sheet to Freedom VCM, more than its $413.8 million of stockholders' equity, that the VCM loan was its largest single principal investment, at 36% of its loan receivable balance, and that its total financial exposure to Kahn, VCM and Freedom VCM exceeded its shareholder equity. These are allegations summarized on a motion to dismiss, not findings of fact."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c917a1e7b058adab56a24bd3","record":{"id":"display-claim-c917a1e7b058adab56a24bd3","kind":"analysis","text":"A newspaper reported in October 2024 that in August 2024 B. Riley announced a markdown of up to $370 million of its Franchise Group investment and the Vintage loan, suspended its quarterly dividend and disclosed SEC subpoenas concerning its dealings with Kahn; the stock fell to a low of $4.51, Nasdaq halted trading several times, and Riley, who owned 24% of the common stock, later offered to take the company private at $7 a share. A subpoena is a request for documents or testimony, not a finding of wrongdoing. Riley said at the time that he was confident regulators would find the firm \"had no involvement with or any knowledge of alleged misconduct concerning Brian Kahn or his affiliates.\"","source_ids":["src-102"],"entity_ids":["brc","bryant-riley","frg","vcm","brian-kahn","sec","nasdaq"],"premise_claim_ids":["c-loss-press-markdown"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A newspaper reported in October 2024 that in August 2024 B. Riley announced a markdown of up to $370 million of its Franchise Group investment and the Vintage loan, suspended its quarterly dividend and disclosed SEC subpoenas concerning its dealings with Kahn; the stock fell to a low of $4.51, Nasdaq halted trading several times, and Riley, who owned 24% of the common stock, later offered to take the company private at $7 a share. A subpoena is a request for documents or testimony, not a finding of wrongdoing. Riley said at the time that he was confident regulators would find the firm \"had no involvement with or any knowledge of alleged misconduct concerning Brian Kahn or his affiliates.\""}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6455d637668f5c710da48d56","record":{"id":"display-claim-6455d637668f5c710da48d56","kind":"analysis","text":"A December 2025 newspaper report on Kahn's guilty plea said B. Riley had provided $600 million, through debt it raised, to finance Kahn's $2.8 billion management buyout of Franchise Group in 2023, had taken a 31% stake and had lent Kahn's investment fund $201 million largely secured with FRG shares; it said the failed deal led to large losses and that B. Riley's shares, which approached $90 in 2021, traded at $3.98. Its figures are on a different basis from B. Riley's own filings on the equity interest and the VCM note. The report noted that Riley has denied knowledge of wrongdoing and that an outside law firm reached the same conclusion.","source_ids":["src-071"],"entity_ids":["brc","bryant-riley","brian-kahn","frg","vcm"],"premise_claim_ids":["c-loss-press-2025"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A December 2025 newspaper report on Kahn's guilty plea said B. Riley had provided $600 million, through debt it raised, to finance Kahn's $2.8 billion management buyout of Franchise Group in 2023, had taken a 31% stake and had lent Kahn's investment fund $201 million largely secured with FRG shares; it said the failed deal led to large losses and that B. Riley's shares, which approached $90 in 2021, traded at $3.98. Its figures are on a different basis from B. Riley's own filings on the equity interest and the VCM note. The report noted that Riley has denied knowledge of wrongdoing and that an outside law firm reached the same conclusion."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-81e51950704604e5e6233f8e","record":{"id":"display-claim-81e51950704604e5e6233f8e","kind":"analysis","text":"According to Franchise Group's July 2023 merger proxy, Brian R. Kahn had been FRG's president and chief executive officer since 2019, a director since 2018 and investment manager of Vintage Capital Management LLC since 1998. He controlled Freedom VCM Holdings, LLC, FRG's indirect parent after the merger, and Freedom VCM Interco Holdings, Inc. as their sole director and executive officer, and was President of Vintage Opportunity Partners, L.P. He signed the final Schedule 13E-3 amendment of August 21, 2023 as President of Freedom VCM, Inc., Freedom VCM Holdings, LLC and Freedom VCM Interco Holdings, Inc. and as Manager of Vintage Opportunity Partners, L.P. and Vintage Capital Management LLC.","source_ids":["src-043","src-099"],"entity_ids":["brian-kahn","frg","vcm","freedom-vcm-holdings","freedom-vcm-inc","vop"],"premise_claim_ids":["c-kahn-kahn-roles"],"qualification":"","response":"","outcome":""},"reading":"Analysis: According to Franchise Group's July 2023 merger proxy, Brian R. Kahn had been FRG's president and chief executive officer since 2019, a director since 2018 and investment manager of Vintage Capital Management LLC since 1998. He controlled Freedom VCM Holdings, LLC, FRG's indirect parent after the merger, and Freedom VCM Interco Holdings, Inc. as their sole director and executive officer, and was President of Vintage Opportunity Partners, L.P. He signed the final Schedule 13E-3 amendment of August 21, 2023 as President of Freedom VCM, Inc., Freedom VCM Holdings, LLC and Freedom VCM Interco Holdings, Inc. and as Manager of Vintage Opportunity Partners, L.P. and Vintage Capital Management LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6e639aca4b43935278164721","record":{"id":"display-claim-6e639aca4b43935278164721","kind":"analysis","text":"SEC records add his ownership of the Vintage firms and other board seats. Vintage Capital Management, LLC is a Delaware company (EDGAR CIK 0001511498) that reported to the SEC as an exempt reporting adviser; its Form ADV report of February 29, 2016 lists Kahn as manager, member (5–10%) and control person since April 2010, Kahn Capital Management, LLC as a member owning 75% or more since April 2010 and Andrew M. Laurence as a manager, and for Kahn Capital Management it lists Kahn as the member owning 75% or more and control person since December 1999 (dates as recorded in that report). Kahn's EDGAR owner record lists reports for Liberty Tax, Inc. (now Franchise Group, Inc.) as director, 10% owner and chief executive officer, the latest dated October 23, 2019, and for Babcock & Wilcox Enterprises, Inc. as director and 10% owner, dated August 13, 2019, among other issuers.","source_ids":["src-096","src-105","src-007"],"entity_ids":["vcm","brian-kahn","kahn-capital","andrew-laurence","frg","bw"],"premise_claim_ids":["c-kahn-vcm-ownership","c-kahn-kahn-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: SEC records add his ownership of the Vintage firms and other board seats. Vintage Capital Management, LLC is a Delaware company (EDGAR CIK 0001511498) that reported to the SEC as an exempt reporting adviser; its Form ADV report of February 29, 2016 lists Kahn as manager, member (5–10%) and control person since April 2010, Kahn Capital Management, LLC as a member owning 75% or more since April 2010 and Andrew M. Laurence as a manager, and for Kahn Capital Management it lists Kahn as the member owning 75% or more and control person since December 1999 (dates as recorded in that report). Kahn's EDGAR owner record lists reports for Liberty Tax, Inc. (now Franchise Group, Inc.) as director, 10% owner and chief executive officer, the latest dated October 23, 2019, and for Babcock & Wilcox Enterprises, Inc. as director and 10% owner, dated August 13, 2019, among other issuers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ae045599afbb9a9041b7afa6","record":{"id":"display-claim-ae045599afbb9a9041b7afa6","kind":"analysis","text":"In Amendment No. 24 to their Schedule 13D, for the event of August 21, 2023, Vintage Capital Management, LLC, Kahn Capital Management, LLC and Kahn reported that after the merger they no longer owned FRG shares; Kahn signed for both companies as Manager. B. Riley's 2025 annual report states that at the closing Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his spouse and one of his affiliates held 32%, and that B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate. B. Riley's filings state that Kahn was chief executive officer and a board member of Freedom VCM at December 31, 2023 and resigned both positions on January 22, 2024; its 2026 quarterly report identifies the company as Freedom VCM, Inc.","source_ids":["src-042","src-002","src-014"],"entity_ids":["vcm","kahn-capital","brian-kahn","frg","brc","freedom-vcm-holdings","freedom-vcm-inc"],"premise_claim_ids":["c-kahn-13da-zero","c-kahn-closing-stake","c-kahn-resign-2024"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In Amendment No. 24 to their Schedule 13D, for the event of August 21, 2023, Vintage Capital Management, LLC, Kahn Capital Management, LLC and Kahn reported that after the merger they no longer owned FRG shares; Kahn signed for both companies as Manager. B. Riley's 2025 annual report states that at the closing Freedom VCM managers exchanged their FRG equity for a combined 35% voting interest, of which Kahn, his spouse and one of his affiliates held 32%, and that B. Riley held a first-priority security interest in a 25% equity interest of Kahn in Freedom VCM securing the loan to a Kahn affiliate. B. Riley's filings state that Kahn was chief executive officer and a board member of Freedom VCM at December 31, 2023 and resigned both positions on January 22, 2024; its 2026 quarterly report identifies the company as Freedom VCM, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-78ff4d75ccee9d663d86231e","record":{"id":"display-claim-78ff4d75ccee9d663d86231e","kind":"analysis","text":"According to the class plaintiffs' amended complaint against B. Riley Financial, as summarized by the court on December 12, 2025, from 2017 Kahn also worked as a sub-adviser to Prophecy Asset Management and was allocated the vast majority of its capital; Prophecy filed an arbitration claim against him in May 2020, in which he reportedly agreed to repay $200 million to investors; and investors in one of two securities suits against Prophecy alleged that he moved $160 million from Prophecy into a secret side account that he used to buy his controlling position in FRG. These are allegations summarized on a motion to dismiss; the arbitration and the investor suits themselves are not among the records reviewed.","source_ids":["src-062"],"entity_ids":["brian-kahn","prophecy","frg"],"premise_claim_ids":["c-pro-sub-adviser"],"qualification":"","response":"","outcome":""},"reading":"Analysis: According to the class plaintiffs' amended complaint against B. Riley Financial, as summarized by the court on December 12, 2025, from 2017 Kahn also worked as a sub-adviser to Prophecy Asset Management and was allocated the vast majority of its capital; Prophecy filed an arbitration claim against him in May 2020, in which he reportedly agreed to repay $200 million to investors; and investors in one of two securities suits against Prophecy alleged that he moved $160 million from Prophecy into a secret side account that he used to buy his controlling position in FRG. These are allegations summarized on a motion to dismiss; the arbitration and the investor suits themselves are not among the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6d5b00512c90d9548cdd6822","record":{"id":"display-claim-6d5b00512c90d9548cdd6822","kind":"analysis","text":"Press accounts differ on how the Prophecy dispute was settled. A 2024 news-agency report said the civil suit accusing Kahn of diverting Prophecy money to finance what became FRG was settled confidentially, with Kahn agreeing to pay more than $200 million, while an October 2024 newspaper report said Kahn denied wrongdoing but settled for about $70 million in arbitration; the settlement terms are not among the records reviewed. The news-agency report added that short sellers argued that, if the diversion allegation were true, Kahn had no right to transfer FRG shares to B. Riley or to pledge them to Nomura, and that none of this had been proven in public. According to the same report, B. Riley says its borrowing was sound.","source_ids":["src-075","src-102"],"entity_ids":["brian-kahn","prophecy","brc","nomura","frg"],"premise_claim_ids":["c-pro-press-settlement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Press accounts differ on how the Prophecy dispute was settled. A 2024 news-agency report said the civil suit accusing Kahn of diverting Prophecy money to finance what became FRG was settled confidentially, with Kahn agreeing to pay more than $200 million, while an October 2024 newspaper report said Kahn denied wrongdoing but settled for about $70 million in arbitration; the settlement terms are not among the records reviewed. The news-agency report added that short sellers argued that, if the diversion allegation were true, Kahn had no right to transfer FRG shares to B. Riley or to pledge them to Nomura, and that none of this had been proven in public. According to the same report, B. Riley says its borrowing was sound."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-734ba99f77ab7ac765eeb5f4","record":{"id":"display-claim-734ba99f77ab7ac765eeb5f4","kind":"analysis","text":"Prophecy co-founder John Hughes pleaded guilty on November 2, 2023; the U.S. Attorney's Office for the District of New Jersey later described the criminal information against Hughes as alleging a conspiracy with two then-uncharged co-conspirators. B. Riley, which had completed the FRG take-private on August 21, 2023, states that in November 2023 it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund, which was Prophecy. After Hughes's plea Kahn said in a statement reported by the press that at no time did he know that Prophecy or its principals were allegedly defrauding investors, nor did he conspire in any fraud. B. Riley states that it had no involvement with, or knowledge of, any of the alleged misconduct concerning that hedge fund, Kahn or his affiliates, and that each separate review and investigation by its Audit Committee confirmed this. Kahn was charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud.","source_ids":["src-002","src-065","src-062","src-102"],"entity_ids":["brc","brian-kahn","prophecy","frg"],"premise_claim_ids":["c-pro-learned-2023"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Prophecy co-founder John Hughes pleaded guilty on November 2, 2023; the U.S. Attorney's Office for the District of New Jersey later described the criminal information against Hughes as alleging a conspiracy with two then-uncharged co-conspirators. B. Riley, which had completed the FRG take-private on August 21, 2023, states that in November 2023 it learned from news reports that Kahn had been identified as an unindicted co-conspirator in criminal and civil securities-fraud charges against an executive of an unrelated hedge fund, which was Prophecy. After Hughes's plea Kahn said in a statement reported by the press that at no time did he know that Prophecy or its principals were allegedly defrauding investors, nor did he conspire in any fraud. B. Riley states that it had no involvement with, or knowledge of, any of the alleged misconduct concerning that hedge fund, Kahn or his affiliates, and that each separate review and investigation by its Audit Committee confirmed this. Kahn was charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-49ba381eab26049263c68997","record":{"id":"display-claim-49ba381eab26049263c68997","kind":"analysis","text":"On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. According to the complaint, most of the funds' capital went to Kahn, whose trading losses far exceeded the cash collateral he had contributed, and Prophecy indefinitely suspended redemptions by March 2020, after losses exceeded $350 million. The SEC charged violations of the antifraud provisions of the Securities Act, the Exchange Act and the Investment Advisers Act and sought permanent injunctions, civil penalties and officer-and-director bars against Spotts and Kahn; these are allegations in an SEC civil complaint. On November 14, 2025 the United States moved to intervene in the case and to stay it pending the related criminal cases, United States v. John Hughes (Crim. No. 23-867) and United States v. Jeffrey Spotts (Crim. No. 25-519), stating that the SEC's allegations substantially overlapped with them; the motion reported that Kahn did not object. The docket records an order on the motion to intervene on February 17, 2026 and the case as terminated on May 19, 2026. Its entries do not state the content of the February 2026 order or the reason for termination, and the retained records contain no ruling on the merits.","source_ids":["src-039","src-064","src-065"],"entity_ids":["sec","prophecy","brian-kahn"],"premise_claim_ids":["c-pro-sec-complaint","c-pro-stay"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. According to the complaint, most of the funds' capital went to Kahn, whose trading losses far exceeded the cash collateral he had contributed, and Prophecy indefinitely suspended redemptions by March 2020, after losses exceeded $350 million. The SEC charged violations of the antifraud provisions of the Securities Act, the Exchange Act and the Investment Advisers Act and sought permanent injunctions, civil penalties and officer-and-director bars against Spotts and Kahn; these are allegations in an SEC civil complaint. On November 14, 2025 the United States moved to intervene in the case and to stay it pending the related criminal cases, United States v. John Hughes (Crim. No. 23-867) and United States v. Jeffrey Spotts (Crim. No. 25-519), stating that the SEC's allegations substantially overlapped with them; the motion reported that Kahn did not object. The docket records an order on the motion to intervene on February 17, 2026 and the case as terminated on May 19, 2026. Its entries do not state the content of the February 2026 order or the reason for termination, and the retained records contain no ruling on the merits."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-51bf7c94916cd04d27868d99","record":{"id":"display-claim-51bf7c94916cd04d27868d99","kind":"analysis","text":"On the day the SEC sued, the U.S. Attorney's Office for the District of New Jersey announced that Prophecy co-founder and chief executive Jeffrey Spotts had been arraigned on an indictment charging conspiracy to commit wire fraud, wire fraud, conspiracy to commit securities fraud and securities fraud, and that co-founder John Hughes had previously pleaded guilty. According to the indictment, Spotts and Hughes allocated most of the funds' capital to a single, primary sub-adviser without requiring cash collateral and did not suspend his trading although he sustained about $290 million of losses, and the scheme caused over $294 million of losses to victims. These are allegations in an indictment; the release states that the defendant is presumed innocent unless and until proven guilty, and it does not name the sub-adviser.","source_ids":["src-052"],"entity_ids":["prophecy"],"premise_claim_ids":["c-pro-spotts-indictment"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On the day the SEC sued, the U.S. Attorney's Office for the District of New Jersey announced that Prophecy co-founder and chief executive Jeffrey Spotts had been arraigned on an indictment charging conspiracy to commit wire fraud, wire fraud, conspiracy to commit securities fraud and securities fraud, and that co-founder John Hughes had previously pleaded guilty. According to the indictment, Spotts and Hughes allocated most of the funds' capital to a single, primary sub-adviser without requiring cash collateral and did not suspend his trading although he sustained about $290 million of losses, and the scheme caused over $294 million of losses to victims. These are allegations in an indictment; the release states that the defendant is presumed innocent unless and until proven guilty, and it does not name the sub-adviser."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4090e449d9ac0e9903d5163f","record":{"id":"display-claim-4090e449d9ac0e9903d5163f","kind":"analysis","text":"B. Riley reports that on November 10, 2025 news reports and a court filing by the U.S. Attorney's Office for the District of New Jersey indicated that Kahn had been charged with securities fraud in connection with his activities as a Prophecy sub-adviser, and that at a hearing before the New Jersey District Court on December 10, 2025 Kahn pleaded guilty to one count of conspiracy to commit securities fraud. According to a newspaper report, an assistant U.S. attorney said at the plea hearing in Trenton that Kahn conspired to \"defraud dozens of investors who had invested approximately $360 million\"; the FRG Litigation Trust's complaint states that in his plea agreement (United States v. Kahn, No. 25-cr-700, D.N.J.) Kahn agreed that the losses for U.S. Sentencing Guidelines purposes were in the range of $150 million to $250 million. The charge and plea are reported in B. Riley's filings and in the press; the plea agreement and any judgment are not among the records reviewed. In its quarterly report for the period ended June 30, 2026, B. Riley stated that Kahn was awaiting sentencing.","source_ids":["src-002","src-014","src-071","src-049"],"entity_ids":["brian-kahn","prophecy","brc","frg-trust"],"premise_claim_ids":["c-pro-charge-plea","c-pro-plea-detail"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley reports that on November 10, 2025 news reports and a court filing by the U.S. Attorney's Office for the District of New Jersey indicated that Kahn had been charged with securities fraud in connection with his activities as a Prophecy sub-adviser, and that at a hearing before the New Jersey District Court on December 10, 2025 Kahn pleaded guilty to one count of conspiracy to commit securities fraud. According to a newspaper report, an assistant U.S. attorney said at the plea hearing in Trenton that Kahn conspired to \"defraud dozens of investors who had invested approximately $360 million\"; the FRG Litigation Trust's complaint states that in his plea agreement (United States v. Kahn, No. 25-cr-700, D.N.J.) Kahn agreed that the losses for U.S. Sentencing Guidelines purposes were in the range of $150 million to $250 million. The charge and plea are reported in B. Riley's filings and in the press; the plea agreement and any judgment are not among the records reviewed. In its quarterly report for the period ended June 30, 2026, B. Riley stated that Kahn was awaiting sentencing."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e6f62b449a996d8dc2fcc1b6","record":{"id":"display-claim-e6f62b449a996d8dc2fcc1b6","kind":"analysis","text":"On July 3, 2024 BRC, then named B. Riley Financial, and its Chairman and Co-Chief Executive Officer Bryant 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. The inquiry was continuing in 2026: BRC's quarterly report states that in June 2026 the SEC issued subpoenas to certain current and former employees seeking their testimony, which is the latest status the retained records show. A subpoena, whether for documents or for testimony, is a request made in a continuing inquiry. 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 that both it and Riley are responding to them and fully cooperating with the SEC. No SEC finding, charge, enforcement action or closure concerning the company or Riley appears in the records reviewed for this dossier.","source_ids":["src-014","src-002"],"entity_ids":["brc","bryant-riley","sec","brian-kahn","frg","freedom-vcm-holdings"],"premise_claim_ids":["c-sec-subpoenas-2024","c-sec-testimony-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On July 3, 2024 BRC, then named B. Riley Financial, and its Chairman and Co-Chief Executive Officer Bryant 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. The inquiry was continuing in 2026: BRC's quarterly report states that in June 2026 the SEC issued subpoenas to certain current and former employees seeking their testimony, which is the latest status the retained records show. A subpoena, whether for documents or for testimony, is a request made in a continuing inquiry. 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 that both it and Riley are responding to them and fully cooperating with the SEC. No SEC finding, charge, enforcement action or closure concerning the company or Riley appears in the records reviewed for this dossier."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d706226f8f88a68c972b7184","record":{"id":"display-claim-d706226f8f88a68c972b7184","kind":"analysis","text":"BRC's own account rests on two reviews. The company states that, as it disclosed on April 23, 2024, its Audit Committee conducted an internal review with the assistance of the company's legal counsel Sullivan & Cromwell LLP and separately retained Winston & Strawn LLP as independent counsel to investigate transactions between Brian Kahn and his affiliates and the company and its affiliates, and that both the review and the investigation confirmed that the company and its executives, including Bryant Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Kahn or his affiliates. The review reports themselves are not in the retained records, so these conclusions are the company's own description of reviews its Audit Committee commissioned. Reciting the complaint in a stockholder derivative case, the Delaware Court of Chancery noted that Sullivan & Cromwell reported to the board on February 19, 2024 that it found no evidence of misconduct by B. Riley personnel or knowledge of the fraudulent activities at Prophecy “before the November 2023 take-private announcement”, in the court's words, and that director Randall E. Paulson reported in mid-March 2024 that Winston & Strawn's investigation was complete and “did not uncover a single badge of fraud” by B. Riley, findings disclosed in an April 2024 Form 8-K. The plaintiff in that case alleged that using the company's existing counsel ensured an exonerating result; plaintiffs in later derivative demands criticized the internal investigations, and the SEC inquiry was continuing in 2026.","source_ids":["src-014","src-055"],"entity_ids":["brc","winston-strawn","bryant-riley","brian-kahn","randall-paulson"],"premise_claim_ids":["c-sec-internal-review"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's own account rests on two reviews. The company states that, as it disclosed on April 23, 2024, its Audit Committee conducted an internal review with the assistance of the company's legal counsel Sullivan & Cromwell LLP and separately retained Winston & Strawn LLP as independent counsel to investigate transactions between Brian Kahn and his affiliates and the company and its affiliates, and that both the review and the investigation confirmed that the company and its executives, including Bryant Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Kahn or his affiliates. The review reports themselves are not in the retained records, so these conclusions are the company's own description of reviews its Audit Committee commissioned. Reciting the complaint in a stockholder derivative case, the Delaware Court of Chancery noted that Sullivan & Cromwell reported to the board on February 19, 2024 that it found no evidence of misconduct by B. Riley personnel or knowledge of the fraudulent activities at Prophecy “before the November 2023 take-private announcement”, in the court's words, and that director Randall E. Paulson reported in mid-March 2024 that Winston & Strawn's investigation was complete and “did not uncover a single badge of fraud” by B. Riley, findings disclosed in an April 2024 Form 8-K. The plaintiff in that case alleged that using the company's existing counsel ensured an exonerating result; plaintiffs in later derivative demands criticized the internal investigations, and the SEC inquiry was continuing in 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7d63484e91ed09951682fe6c","record":{"id":"display-claim-7d63484e91ed09951682fe6c","kind":"analysis","text":"Two other records describe an earlier investigation and differ on who commissioned it. According to the amended complaint in the federal securities class action, as recited by the court in its December 12, 2025 order, days after John Hughes pleaded guilty on November 2, 2023 to conspiracy to commit securities fraud for his role in the Prophecy Asset Management fraud, B. Riley Financial formally retained the law firm Petrillo Klein & Boxer LLP to investigate whether any of its directors, officers or employees were involved in, or had knowledge of, Kahn's alleged misconduct. That is the class plaintiffs' account as summarized by the court for a motion to dismiss. Franchise Group's chief restructuring officer stated in a declaration dated November 4, 2024 that it was Franchise Group that retained Petrillo Klein & Boxer after learning of Kahn's alleged involvement, and that the investigation concluded that neither Franchise Group nor its directors, officers or employees other than Kahn had any involvement in or knowledge of his alleged misconduct. The company's own filings describe the later Audit Committee review with Sullivan & Cromwell and the independent investigation by Winston & Strawn.","source_ids":["src-062","src-070"],"entity_ids":["brc","brian-kahn","prophecy"],"premise_claim_ids":["c-sec-petrillo"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two other records describe an earlier investigation and differ on who commissioned it. According to the amended complaint in the federal securities class action, as recited by the court in its December 12, 2025 order, days after John Hughes pleaded guilty on November 2, 2023 to conspiracy to commit securities fraud for his role in the Prophecy Asset Management fraud, B. Riley Financial formally retained the law firm Petrillo Klein & Boxer LLP to investigate whether any of its directors, officers or employees were involved in, or had knowledge of, Kahn's alleged misconduct. That is the class plaintiffs' account as summarized by the court for a motion to dismiss. Franchise Group's chief restructuring officer stated in a declaration dated November 4, 2024 that it was Franchise Group that retained Petrillo Klein & Boxer after learning of Kahn's alleged involvement, and that the investigation concluded that neither Franchise Group nor its directors, officers or employees other than Kahn had any involvement in or knowledge of his alleged misconduct. The company's own filings describe the later Audit Committee review with Sullivan & Cromwell and the independent investigation by Winston & Strawn."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d72cd28cffd271de28d86255","record":{"id":"display-claim-d72cd28cffd271de28d86255","kind":"analysis","text":"In August 2024 a press report citing unnamed people familiar with the matter said the SEC was assessing whether B. Riley adequately disclosed the risks embedded in some of its assets, was seeking information on interactions between Bryant Riley and his longtime business partner Brian Kahn, and was reviewing possible improper trading by other insiders and the movement of receivables between companies, in civil probes running alongside a federal criminal inquiry in New Jersey into the collapse of the Prophecy Asset Management fund. The SEC had not announced any inquiry, and the same report stated that Kahn, Riley and their companies had not been charged with anything and that the probes could conclude with no action against any of them. On an investor call reported in that article, Riley said he and the company were responding to the July 2024 subpoenas and fully cooperating, and that they were confident the SEC would reach the same conclusion as the company's internal investigation: that they had no involvement with or knowledge of any alleged misconduct concerning Kahn or his affiliates.","source_ids":["src-108"],"entity_ids":["brc","bryant-riley","brian-kahn","sec","prophecy"],"premise_claim_ids":["c-sec-press-widened"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In August 2024 a press report citing unnamed people familiar with the matter said the SEC was assessing whether B. Riley adequately disclosed the risks embedded in some of its assets, was seeking information on interactions between Bryant Riley and his longtime business partner Brian Kahn, and was reviewing possible improper trading by other insiders and the movement of receivables between companies, in civil probes running alongside a federal criminal inquiry in New Jersey into the collapse of the Prophecy Asset Management fund. The SEC had not announced any inquiry, and the same report stated that Kahn, Riley and their companies had not been charged with anything and that the probes could conclude with no action against any of them. On an investor call reported in that article, Riley said he and the company were responding to the July 2024 subpoenas and fully cooperating, and that they were confident the SEC would reach the same conclusion as the company's internal investigation: that they had no involvement with or knowledge of any alleged misconduct concerning Kahn or his affiliates."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d657b20af0daa146bb74b931","record":{"id":"display-claim-d657b20af0daa146bb74b931","kind":"analysis","text":"Another account, published on August 21, 2024, reported that B. Riley's stock collapsed on August 12, 2024 on word that Riley and the company had received SEC subpoenas and that the company was headed for its worst quarterly loss, largely because of its investment in Kahn's business, and that U.S. authorities had widened their investigation of Kahn and his dealings with Riley and the firm. The account does not identify the authorities' sources or scope beyond the subpoenas the company itself disclosed, and those subpoenas are requests, not findings.","source_ids":["src-075"],"entity_ids":["brc","bryant-riley","brian-kahn"],"premise_claim_ids":["c-sec-aug2024-reaction"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Another account, published on August 21, 2024, reported that B. Riley's stock collapsed on August 12, 2024 on word that Riley and the company had received SEC subpoenas and that the company was headed for its worst quarterly loss, largely because of its investment in Kahn's business, and that U.S. authorities had widened their investigation of Kahn and his dealings with Riley and the firm. The account does not identify the authorities' sources or scope beyond the subpoenas the company itself disclosed, and those subpoenas are requests, not findings."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e36d675d781423d3cf6353c3","record":{"id":"display-claim-e36d675d781423d3cf6353c3","kind":"analysis","text":"Separately from the subpoenas, the SEC's Division of Corporation Finance wrote to Chief Financial Officer Phillip J. Ahn on September 23, 2024 that it had completed its review of B. Riley Financial's Form 8-K filed April 8, 2024 (File No. 001-37503), reminding the company that it and its management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action or absence of action by the staff. A letter completing a filing review of this kind is routine staff correspondence; it is neither a finding of compliance nor of any violation.","source_ids":["src-057"],"entity_ids":["sec","brc","phillip-ahn"],"premise_claim_ids":["c-sec-corpfin-letter"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Separately from the subpoenas, the SEC's Division of Corporation Finance wrote to Chief Financial Officer Phillip J. Ahn on September 23, 2024 that it had completed its review of B. Riley Financial's Form 8-K filed April 8, 2024 (File No. 001-37503), reminding the company that it and its management are responsible for the accuracy and adequacy of their disclosures notwithstanding any review, comments, action or absence of action by the staff. A letter completing a filing review of this kind is routine staff correspondence; it is neither a finding of compliance nor of any violation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b4329f6a8350159616e786bc","record":{"id":"display-claim-b4329f6a8350159616e786bc","kind":"analysis","text":"At the brokerage level, the audited statement of financial condition of B. Riley Wealth Management, Inc. for 2024, filed with the SEC in April 2025, states that as of December 31, 2024 the broker-dealer was undergoing a cause examination by FINRA, its designated self-regulatory organization, and that no estimate could be made. A FINRA cause examination is a regulatory inquiry that may follow customer complaints or tips; its existence is not a finding of any violation, and no outcome appears in the retained records. In an emailed statement reported in April 2025, B. Riley said the filing referred to a routine FINRA request for additional information that B. Riley Wealth Management receives regularly, and that the firm had responded to and complied with the request.","source_ids":["src-076","src-077"],"entity_ids":["brwm","brc"],"premise_claim_ids":["c-sec-finra-cause"],"qualification":"","response":"","outcome":""},"reading":"Analysis: At the brokerage level, the audited statement of financial condition of B. Riley Wealth Management, Inc. for 2024, filed with the SEC in April 2025, states that as of December 31, 2024 the broker-dealer was undergoing a cause examination by FINRA, its designated self-regulatory organization, and that no estimate could be made. A FINRA cause examination is a regulatory inquiry that may follow customer complaints or tips; its existence is not a finding of any violation, and no outcome appears in the retained records. In an emailed statement reported in April 2025, B. Riley said the filing referred to a routine FINRA request for additional information that B. Riley Wealth Management receives regularly, and that the firm had responded to and complied with the request."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d8596e4ab977911d1a7bf020","record":{"id":"display-claim-d8596e4ab977911d1a7bf020","kind":"analysis","text":"BRC's financial statements for 2025 and for the quarter ended June 30, 2026 add that, beyond pending claims and regulatory reviews, the company and its subsidiaries are subject to the risk of unasserted claims, including matters related to Brian Kahn and the company's investment in Freedom VCM, and that the company has not accrued for any such contingent liabilities, which could have a material adverse impact on its financial condition if realized. The company states that if such claims are made it believes it has valid defenses and that any such claim would be without merit.","source_ids":["src-014","src-002"],"entity_ids":["brc","brian-kahn","freedom-vcm-holdings"],"premise_claim_ids":["c-sec-unasserted"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's financial statements for 2025 and for the quarter ended June 30, 2026 add that, beyond pending claims and regulatory reviews, the company and its subsidiaries are subject to the risk of unasserted claims, including matters related to Brian Kahn and the company's investment in Freedom VCM, and that the company has not accrued for any such contingent liabilities, which could have a material adverse impact on its financial condition if realized. The company states that if such claims are made it believes it has valid defenses and that any such claim would be without merit."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5d5546f08a7fe75f0485d1f4","record":{"id":"display-claim-5d5546f08a7fe75f0485d1f4","kind":"analysis","text":"The SEC's own lawsuit over the Prophecy fund is a separate proceeding. On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Brian Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. These are allegations in an SEC civil complaint. The court docket records an order on the United States' motion to intervene on February 17, 2026 and the case as terminated on May 19, 2026; the retained records contain no ruling on the merits.","source_ids":["src-039","src-064"],"entity_ids":["sec","prophecy","brian-kahn"],"premise_claim_ids":["c-pro-sec-complaint"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The SEC's own lawsuit over the Prophecy fund is a separate proceeding. On September 29, 2025 the SEC sued Prophecy Asset Management, LP, its chief executive and chief investment officer Jeffrey Spotts, and Brian Kahn, described as Prophecy's largest sub-adviser, in the U.S. District Court for the District of New Jersey (No. 3:25-cv-16058), alleging a multi-year fraud that concealed hundreds of millions of dollars of losses from investors. These are allegations in an SEC civil complaint. The court docket records an order on the United States' motion to intervene on February 17, 2026 and the case as terminated on May 19, 2026; the retained records contain no ruling on the merits."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-46e98d53ff880b3460d292c7","record":{"id":"display-claim-46e98d53ff880b3460d292c7","kind":"analysis","text":"On January 24, 2024 a stockholder filed a putative class action in the U.S. District Court for the Central District of California against B. Riley Financial, Bryant Riley, Tom Kelleher and Phillip Ahn on behalf of purchasers of the company's common stock between May 10, 2023 and November 9, 2023 (Case No. 2:24-cv-00662). A second putative class action, filed on March 15, 2024 by a revocable trust, was consolidated with it on August 8, 2024, and on February 4, 2025 the court appointed that trust lead plaintiff. The amended complaint of April 21, 2025 asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act. It alleges that the company failed to disclose material financial details of the going-private transaction involving FRG and made false or misleading statements about its lending practices, its concentration of risk in transactions with Brian Kahn and his affiliates, its loan portfolio, its due diligence and risk management, and its scrutiny of Kahn after learning he was potentially implicated in a fraud involving an unrelated party. These are the plaintiffs' allegations: the court's order of December 12, 2025 on the motion to dismiss assessed only whether they were adequately pleaded, and no ruling on the merits has been made. The company states that it cannot estimate the potential liability, if any, that it believes these claims are meritless and that it intends to defend these actions.","source_ids":["src-014","src-060"],"entity_ids":["brc","bryant-riley","tom-kelleher","phillip-ahn","brian-kahn","frg"],"premise_claim_ids":["c-lit-sec-class-filing"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On January 24, 2024 a stockholder filed a putative class action in the U.S. District Court for the Central District of California against B. Riley Financial, Bryant Riley, Tom Kelleher and Phillip Ahn on behalf of purchasers of the company's common stock between May 10, 2023 and November 9, 2023 (Case No. 2:24-cv-00662). A second putative class action, filed on March 15, 2024 by a revocable trust, was consolidated with it on August 8, 2024, and on February 4, 2025 the court appointed that trust lead plaintiff. The amended complaint of April 21, 2025 asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act. It alleges that the company failed to disclose material financial details of the going-private transaction involving FRG and made false or misleading statements about its lending practices, its concentration of risk in transactions with Brian Kahn and his affiliates, its loan portfolio, its due diligence and risk management, and its scrutiny of Kahn after learning he was potentially implicated in a fraud involving an unrelated party. These are the plaintiffs' allegations: the court's order of December 12, 2025 on the motion to dismiss assessed only whether they were adequately pleaded, and no ruling on the merits has been made. The company states that it cannot estimate the potential liability, if any, that it believes these claims are meritless and that it intends to defend these actions."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d48dae31fc6bab6d629b0166","record":{"id":"display-claim-d48dae31fc6bab6d629b0166","kind":"analysis","text":"In that order Judge Sherilyn Peace Garnett granted in part and denied in part the defendants' motion to dismiss the consolidated amended complaint in In re B. Riley Financial, Inc. Securities Litigation. The plaintiffs had challenged 24 statements as false or misleading in light of the company's business relationship with Kahn; without parsing each one, the court held that they had sufficiently alleged that, at a minimum, the company's disclosures about the FRG buyout were materially misleading. The Section 10(b) claim survived against Bryant Riley and, through him, the company, and was dismissed as to Phillip Ahn and Thomas Kelleher because the plaintiffs had not sufficiently alleged that either acted with the required intent (scienter). The control-person claim under Section 20(a) of the Exchange Act proceeds against Riley, Ahn and Kelleher, because the plaintiffs alleged that Riley was directly involved in the FRG buyout and that all three signed financial statements addressing the equity investment in the buyout that omitted the loan to Vintage Capital Management (the VCM loan). The plaintiffs were given 21 days to file a second amended complaint. 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 on the control-person claim no liability has been determined. The defendants answered the amended complaint on February 17, 2026, and the case moved into discovery and class certification.","source_ids":["src-062","src-061","src-014"],"entity_ids":["brc","bryant-riley","phillip-ahn","tom-kelleher","brian-kahn","frg"],"premise_claim_ids":["c-lit-sec-class-order","c-lit-sec-class-20a"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In that order Judge Sherilyn Peace Garnett granted in part and denied in part the defendants' motion to dismiss the consolidated amended complaint in In re B. Riley Financial, Inc. Securities Litigation. The plaintiffs had challenged 24 statements as false or misleading in light of the company's business relationship with Kahn; without parsing each one, the court held that they had sufficiently alleged that, at a minimum, the company's disclosures about the FRG buyout were materially misleading. The Section 10(b) claim survived against Bryant Riley and, through him, the company, and was dismissed as to Phillip Ahn and Thomas Kelleher because the plaintiffs had not sufficiently alleged that either acted with the required intent (scienter). The control-person claim under Section 20(a) of the Exchange Act proceeds against Riley, Ahn and Kelleher, because the plaintiffs alleged that Riley was directly involved in the FRG buyout and that all three signed financial statements addressing the equity investment in the buyout that omitted the loan to Vintage Capital Management (the VCM loan). The plaintiffs were given 21 days to file a second amended complaint. 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 on the control-person claim no liability has been determined. The defendants answered the amended complaint on February 17, 2026, and the case moved into discovery and class certification."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-29bb94ac91b30f94716b6257","record":{"id":"display-claim-29bb94ac91b30f94716b6257","kind":"analysis","text":"For purposes of the motion only, the court inferred that, given Riley's abrupt resignation from the FRG board, his personal involvement in the FRG buyout, the size of the buyout and Kahn's importance to the company's business, Riley was at least aware of public allegations that Kahn had engaged in fraud, and that the inference that he acted with deliberate recklessness was at least as compelling as any nonculpable explanation for the company's failure to disclose the VCM loan. That is a pleading-stage inference drawn from allegations the court had to accept as true, 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. On June 18, 2026 the court set a final pretrial conference for November 3, 2027 and trial for January 4, 2028, and on September 1, 2026 the plaintiffs applied to file their motion for class certification under seal. These are scheduling entries in a pending case: the dates can change and no trial has taken place.","source_ids":["src-062","src-014","src-061"],"entity_ids":["bryant-riley","brc","frg","brian-kahn","vcm"],"premise_claim_ids":["c-lit-sec-class-scienter","c-lit-sec-class-schedule"],"qualification":"","response":"","outcome":""},"reading":"Analysis: For purposes of the motion only, the court inferred that, given Riley's abrupt resignation from the FRG board, his personal involvement in the FRG buyout, the size of the buyout and Kahn's importance to the company's business, Riley was at least aware of public allegations that Kahn had engaged in fraud, and that the inference that he acted with deliberate recklessness was at least as compelling as any nonculpable explanation for the company's failure to disclose the VCM loan. That is a pleading-stage inference drawn from allegations the court had to accept as true, 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. On June 18, 2026 the court set a final pretrial conference for November 3, 2027 and trial for January 4, 2028, and on September 1, 2026 the plaintiffs applied to file their motion for class certification under seal. These are scheduling entries in a pending case: the dates can change and no trial has taken place."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c571d7262be555fe6cab4316","record":{"id":"display-claim-c571d7262be555fe6cab4316","kind":"analysis","text":"Purchasers of the company's bonds brought a separate claim under the Securities Act of 1933. On May 2, 2024 a putative class action was filed in the Superior Court of California, County of Los Angeles, on behalf of purchasers of the company's senior notes issued under its January 28, 2021 shelf registration and the prospectuses of August 4 and December 2, 2021, asserting claims under Sections 11, 12 and 15 of that Act against the company, some current and former officers and directors and the underwriters of those offerings. The amended complaint of September 27, 2024 alleges that the offering documents failed to tell investors that Brian Kahn or entities he controlled were engaged in illicit business activities, that the company nonetheless continued to finance Kahn's transactions, eventually enabling the FRG take-private, and that this was reasonably likely to draw regulatory scrutiny and reputational harm. These are allegations in a pending case and no ruling on them appears in the records reviewed; the company states that it believes the claims are meritless and intends to defend the action.","source_ids":["src-014"],"entity_ids":["brc","brian-kahn","frg"],"premise_claim_ids":["c-lit-notes-class"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Purchasers of the company's bonds brought a separate claim under the Securities Act of 1933. On May 2, 2024 a putative class action was filed in the Superior Court of California, County of Los Angeles, on behalf of purchasers of the company's senior notes issued under its January 28, 2021 shelf registration and the prospectuses of August 4 and December 2, 2021, asserting claims under Sections 11, 12 and 15 of that Act against the company, some current and former officers and directors and the underwriters of those offerings. The amended complaint of September 27, 2024 alleges that the offering documents failed to tell investors that Brian Kahn or entities he controlled were engaged in illicit business activities, that the company nonetheless continued to finance Kahn's transactions, eventually enabling the FRG take-private, and that this was reasonably likely to draw regulatory scrutiny and reputational harm. These are allegations in a pending case and no ruling on them appears in the records reviewed; the company states that it believes the claims are meritless and intends to defend the action."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-cb697f0819a477be32fb6878","record":{"id":"display-claim-cb697f0819a477be32fb6878","kind":"analysis","text":"In a derivative suit a stockholder sues on the company's behalf, here against its directors. The complaint filed on February 14, 2025 in the Delaware Court of Chancery (C.A. No. 2025-0164-LWW) on behalf of B. Riley Financial, as nominal defendant, against directors Bryant R. Riley, Robert L. Antin, Tammy Brandt, Robert D’Agostino, Thomas J. Kelleher, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters alleged breaches of fiduciary duty over the company's involvement with Brian Kahn, misconduct and waste, including improper compensation. In a memorandum opinion by Vice Chancellor Will, decided March 30, 2026, the court granted the defendants' motions to dismiss under Court of Chancery Rule 23.1: 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, and the complaint was dismissed in full without reaching the merits. A dismissal for failure to make a pre-suit demand is not a ruling on whether the alleged breaches occurred. The opinion's cover page prints the decision date as March 30, 2025, but the matter was submitted on December 22, 2025, and the company's filings and the court's published listing give March 30, 2026. Bryant Riley told analysts after the ruling that the company believes the outcome reflects the integrity of its board and governance processes. On April 29, 2026 the plaintiff appealed to the Delaware Supreme Court.","source_ids":["src-014","src-055","src-114","src-100"],"entity_ids":["brc","bryant-riley","robert-antin","tammy-brandt","robert-dagostino","tom-kelleher","renee-labran","randall-paulson","michael-sheldon","mimi-walters","brian-kahn"],"premise_claim_ids":["c-lit-delderiv-dismissal"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In a derivative suit a stockholder sues on the company's behalf, here against its directors. The complaint filed on February 14, 2025 in the Delaware Court of Chancery (C.A. No. 2025-0164-LWW) on behalf of B. Riley Financial, as nominal defendant, against directors Bryant R. Riley, Robert L. Antin, Tammy Brandt, Robert D’Agostino, Thomas J. Kelleher, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters alleged breaches of fiduciary duty over the company's involvement with Brian Kahn, misconduct and waste, including improper compensation. In a memorandum opinion by Vice Chancellor Will, decided March 30, 2026, the court granted the defendants' motions to dismiss under Court of Chancery Rule 23.1: 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, and the complaint was dismissed in full without reaching the merits. A dismissal for failure to make a pre-suit demand is not a ruling on whether the alleged breaches occurred. The opinion's cover page prints the decision date as March 30, 2025, but the matter was submitted on December 22, 2025, and the company's filings and the court's published listing give March 30, 2026. Bryant Riley told analysts after the ruling that the company believes the outcome reflects the integrity of its board and governance processes. On April 29, 2026 the plaintiff appealed to the Delaware Supreme Court."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9a3ef3de05680a75e8ca7815","record":{"id":"display-claim-9a3ef3de05680a75e8ca7815","kind":"analysis","text":"Part of the complaint concerned the board's approval of the FRG take-private. As recited by the court from the complaint, B. Riley's board met on May 8, 2023 to consider the transaction, with co-CEO Bryant Riley presenting on the basis of January 2023 FRG projections that the plaintiff called stale and alleged concealed FRG's deteriorating condition; director Randall E. Paulson, who had joined the company's deal-team meetings with FRG, did not mention FRG's May 5 projections; no formal vote was taken at the meeting, and on May 9 the board approved B. Riley's participation by unanimous written consent. On May 10, 2023 FRG announced the $2.6 billion take-private, in which B. Riley and a private equity partner would acquire 64% of FRG's common stock at $30 per share. The characterizations of the projections are the plaintiff's allegations, which the court accepted only for the motion, and it dismissed the case without finding any breach. The court itself described the case as a hindsight critique of a business decision: B. Riley had invested hundreds of millions of dollars in 2023 to facilitate the take-private of Franchise Group, led by Brian Kahn, a friend of Bryant Riley; months later Kahn was implicated in a securities fraud that occurred not at B. Riley or Franchise Group but at Prophecy Asset Management, a third party with which Kahn was affiliated and B. Riley was not; and nothing suggested that the board knew about the wrongdoing at Prophecy at the time of the take-private. Those are the court's characterizations in ruling on demand futility; they bind only that case and are subject to the pending appeal.","source_ids":["src-055"],"entity_ids":["brc","bryant-riley","randall-paulson","frg","brian-kahn","prophecy"],"premise_claim_ids":["c-lit-delderiv-board-approval","c-lit-delderiv-prophecy"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Part of the complaint concerned the board's approval of the FRG take-private. As recited by the court from the complaint, B. Riley's board met on May 8, 2023 to consider the transaction, with co-CEO Bryant Riley presenting on the basis of January 2023 FRG projections that the plaintiff called stale and alleged concealed FRG's deteriorating condition; director Randall E. Paulson, who had joined the company's deal-team meetings with FRG, did not mention FRG's May 5 projections; no formal vote was taken at the meeting, and on May 9 the board approved B. Riley's participation by unanimous written consent. On May 10, 2023 FRG announced the $2.6 billion take-private, in which B. Riley and a private equity partner would acquire 64% of FRG's common stock at $30 per share. The characterizations of the projections are the plaintiff's allegations, which the court accepted only for the motion, and it dismissed the case without finding any breach. The court itself described the case as a hindsight critique of a business decision: B. Riley had invested hundreds of millions of dollars in 2023 to facilitate the take-private of Franchise Group, led by Brian Kahn, a friend of Bryant Riley; months later Kahn was implicated in a securities fraud that occurred not at B. Riley or Franchise Group but at Prophecy Asset Management, a third party with which Kahn was affiliated and B. Riley was not; and nothing suggested that the board knew about the wrongdoing at Prophecy at the time of the take-private. Those are the court's characterizations in ruling on demand futility; they bind only that case and are subject to the pending appeal."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-aa75f3c3dfe133cd069433a8","record":{"id":"display-claim-aa75f3c3dfe133cd069433a8","kind":"analysis","text":"Whether a demand was excused turned on director independence. The court assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley. It noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play”, declined to address the remaining four directors, and described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships. The ruling concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose.","source_ids":["src-055"],"entity_ids":["tammy-brandt","mimi-walters","michael-sheldon","robert-dagostino","renee-labran","tom-kelleher","robert-antin","bryant-riley","brc"],"premise_claim_ids":["c-lit-delderiv-independence"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Whether a demand was excused turned on director independence. The court assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley. It noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play”, declined to address the remaining four directors, and described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships. The ruling concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a35c1d29da2817db892b6e71","record":{"id":"display-claim-a35c1d29da2817db892b6e71","kind":"analysis","text":"The ties the plaintiff alleged, as recited by the court, were these. For Sheldon: $627,812 of ordinary director compensation, his status as a Facebook friend of Riley, his disclosure of their friendship on a directors' and officers' questionnaire, and their service together on the board of Aldila, Inc. about fifteen years earlier. For D’Agostino, a board member since 2015 and Audit Committee member: a 20-year personal and professional relationship with Riley (the two attended Lehigh University, belonged to the same fraternity and meet socially, as acknowledged in a directors' and officers' questionnaire), $665,896 of ordinary director compensation, past service on other boards with Riley, and B. Riley's role as exclusive financial adviser to Q-Mation, Inc., where D’Agostino is President. For Walters: that she would not have been appointed to the board of Eos Energy Enterprises but for Riley and had acquiesced to him, and the roughly $1.3 million she received for serving on the Eos and B. Riley boards; the court held that being appointed by a person does not, without more, destroy independence. For Brandt: that she was a de facto employee of B. Riley because she had been Chief Legal Officer of FaZe Clan, which merged in 2022 with a B. Riley affiliate to form FaZe Holdings, so that about $3 million of payments to her from the post-merger company were effectively made by B. Riley; the court rejected that argument. For each of these four directors (Sheldon, D’Agostino, Walters and Brandt) the court held that the complaint did not show a lack of independence, and it dismissed the case under Rule 23.1; an appeal is pending.","source_ids":["src-055"],"entity_ids":["michael-sheldon","bryant-riley","aldila","brc","robert-dagostino","q-mation","mimi-walters","eos","tammy-brandt","faze-clan","faze-holdings"],"premise_claim_ids":["c-lit-indep-sheldon","c-lit-indep-dagostino","c-lit-indep-walters","c-lit-indep-brandt"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The ties the plaintiff alleged, as recited by the court, were these. For Sheldon: $627,812 of ordinary director compensation, his status as a Facebook friend of Riley, his disclosure of their friendship on a directors' and officers' questionnaire, and their service together on the board of Aldila, Inc. about fifteen years earlier. For D’Agostino, a board member since 2015 and Audit Committee member: a 20-year personal and professional relationship with Riley (the two attended Lehigh University, belonged to the same fraternity and meet socially, as acknowledged in a directors' and officers' questionnaire), $665,896 of ordinary director compensation, past service on other boards with Riley, and B. Riley's role as exclusive financial adviser to Q-Mation, Inc., where D’Agostino is President. For Walters: that she would not have been appointed to the board of Eos Energy Enterprises but for Riley and had acquiesced to him, and the roughly $1.3 million she received for serving on the Eos and B. Riley boards; the court held that being appointed by a person does not, without more, destroy independence. For Brandt: that she was a de facto employee of B. Riley because she had been Chief Legal Officer of FaZe Clan, which merged in 2022 with a B. Riley affiliate to form FaZe Holdings, so that about $3 million of payments to her from the post-merger company were effectively made by B. Riley; the court rejected that argument. For each of these four directors (Sheldon, D’Agostino, Walters and Brandt) the court held that the complaint did not show a lack of independence, and it dismissed the case under Rule 23.1; an appeal is pending."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5b1111b12e3a0b9bf47a3e9d","record":{"id":"display-claim-5b1111b12e3a0b9bf47a3e9d","kind":"analysis","text":"Other derivative suits over the same dealings are pending or stayed. On January 22, 2025 a stockholder filed a derivative complaint in the Superior Court for Los Angeles County against the company, certain executive officers and the members of its board, alleging breaches of fiduciary duty related to the company's involvement with Brian Kahn and subsequent legal issues, waste of corporate assets and unjust enrichment; no ruling on it appears in the records reviewed. Stockholders filed two further derivative complaints in the U.S. District Court for the Central District of California on January 2 and February 2, 2026 against the board members and certain executive officers, alleging that they damaged the company through false and misleading statements that omitted material adverse facts about Kahn's involvement in the Prophecy fraud and the regulatory scrutiny the company would face because of its entanglements with Kahn and Franchise Group; the claims include breach of fiduciary duty, unjust enrichment and, in one case, waste of corporate assets. The parties agreed to stay both federal actions pending decisions in the other derivative matters: by the company's report for the quarter ended June 30, 2026, the court had accepted the stipulation in the February 2 case and the stipulation in the January 2 case had been submitted to the court, and no ruling on the merits has been made. The company states that it believes the claims in the Los Angeles and federal derivative suits are meritless and intends to defend them.","source_ids":["src-002","src-014"],"entity_ids":["brc","brian-kahn","frg","prophecy"],"premise_claim_ids":["c-lit-deriv-la","c-lit-deriv-cdcal"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Other derivative suits over the same dealings are pending or stayed. On January 22, 2025 a stockholder filed a derivative complaint in the Superior Court for Los Angeles County against the company, certain executive officers and the members of its board, alleging breaches of fiduciary duty related to the company's involvement with Brian Kahn and subsequent legal issues, waste of corporate assets and unjust enrichment; no ruling on it appears in the records reviewed. Stockholders filed two further derivative complaints in the U.S. District Court for the Central District of California on January 2 and February 2, 2026 against the board members and certain executive officers, alleging that they damaged the company through false and misleading statements that omitted material adverse facts about Kahn's involvement in the Prophecy fraud and the regulatory scrutiny the company would face because of its entanglements with Kahn and Franchise Group; the claims include breach of fiduciary duty, unjust enrichment and, in one case, waste of corporate assets. The parties agreed to stay both federal actions pending decisions in the other derivative matters: by the company's report for the quarter ended June 30, 2026, the court had accepted the stipulation in the February 2 case and the stipulation in the January 2 case had been submitted to the court, and no ruling on the merits has been made. The company states that it believes the claims in the Los Angeles and federal derivative suits are meritless and intends to defend them."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-427cc3e4df3ab1208dce761e","record":{"id":"display-claim-427cc3e4df3ab1208dce761e","kind":"analysis","text":"A further stockholder suit, No. 2:26-cv-03419 in the same federal court, was filed on March 31, 2026 against BRC Group Holdings, Inc. (also named as B. Riley Financial, Inc.), Bryant R. Riley, Thomas J. Kelleher, Phillip J. Ahn and directors Robert L. Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters, citing the Securities Exchange Act (15 U.S.C. § 78m(a)). On May 28, 2026 the court granted the parties' stipulation to stay the case and ordered joint status reports every six months; no ruling on the allegations has been made.","source_ids":["src-056"],"entity_ids":["brc","bryant-riley","tom-kelleher","phillip-ahn","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters"],"premise_claim_ids":["c-lit-deriv-2026-stayed"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A further stockholder suit, No. 2:26-cv-03419 in the same federal court, was filed on March 31, 2026 against BRC Group Holdings, Inc. (also named as B. Riley Financial, Inc.), Bryant R. Riley, Thomas J. Kelleher, Phillip J. Ahn and directors Robert L. Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall E. Paulson, Michael J. Sheldon and Mimi K. Walters, citing the Securities Exchange Act (15 U.S.C. § 78m(a)). On May 28, 2026 the court granted the parties' stipulation to stay the case and ordered joint status reports every six months; no ruling on the allegations has been made."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-28d4dad8a460001f9c474748","record":{"id":"display-claim-28d4dad8a460001f9c474748","kind":"analysis","text":"Two stockholders have also pressed the board directly. On July 19, 2024 they demanded to inspect the company's books and records under Section 220 of the Delaware General Corporation Law, focusing on its dealings with Brian Kahn and the FRG take-private, and the company produced documents. On January 16, 2026 the same stockholders sent the board a pre-suit demand to pursue claims against certain officers and directors for alleged breaches of fiduciary duty, citing Kahn's December 2025 guilty plea, alleging that the board knew or should have known of Kahn's history, criticizing the company's internal investigations, and seeking disgorgement of compensation, personnel action and governance reforms without specifying damages. A demand is a request to the board, and no claim has been filed on it in the records reviewed; the company states that it believes any resulting claims would be without merit and that it intends to respond in due course.","source_ids":["src-014"],"entity_ids":["brc","brian-kahn","frg"],"premise_claim_ids":["c-lit-220-demand"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two stockholders have also pressed the board directly. On July 19, 2024 they demanded to inspect the company's books and records under Section 220 of the Delaware General Corporation Law, focusing on its dealings with Brian Kahn and the FRG take-private, and the company produced documents. On January 16, 2026 the same stockholders sent the board a pre-suit demand to pursue claims against certain officers and directors for alleged breaches of fiduciary duty, citing Kahn's December 2025 guilty plea, alleging that the board knew or should have known of Kahn's history, criticizing the company's internal investigations, and seeking disgorgement of compensation, personnel action and governance reforms without specifying damages. A demand is a request to the board, and no claim has been filed on it in the records reviewed; the company states that it believes any resulting claims would be without merit and that it intends to respond in due course."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-870e777d24704ebbee8690cc","record":{"id":"display-claim-870e777d24704ebbee8690cc","kind":"analysis","text":"Former FRG shareholders have sued over the take-private itself. On July 9, 2024 they filed a putative class action in the Delaware Court of Chancery against Freedom VCM, Brian Kahn, Andrew Laurence, Matthew Avril and the company, alleging that officers, directors and other participants breached fiduciary duties in the August 2023 management-led take-private of FRG and that the company aided and abetted those breaches; they seek unspecified, rescissory or quasi-appraisal damages, disgorgement of profits, fees and interest. These are allegations in a pending case and no ruling on them appears in the records reviewed; the company states that it believes the claims are meritless and intends to defend the action.","source_ids":["src-014"],"entity_ids":["brc","freedom-vcm-holdings","brian-kahn","andrew-laurence","matthew-avril","frg"],"premise_claim_ids":["c-lit-frg-class-delaware"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Former FRG shareholders have sued over the take-private itself. On July 9, 2024 they filed a putative class action in the Delaware Court of Chancery against Freedom VCM, Brian Kahn, Andrew Laurence, Matthew Avril and the company, alleging that officers, directors and other participants breached fiduciary duties in the August 2023 management-led take-private of FRG and that the company aided and abetted those breaches; they seek unspecified, rescissory or quasi-appraisal damages, disgorgement of profits, fees and interest. These are allegations in a pending case and no ruling on them appears in the records reviewed; the company states that it believes the claims are meritless and intends to defend the action."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-903523535db1d48e8add171f","record":{"id":"display-claim-903523535db1d48e8add171f","kind":"analysis","text":"Several arbitrations concern investments connected with FRG. On July 11, 2025 B. Riley Securities, Inc. received a demand letter from investors in a special purpose vehicle that had invested in the August 2023 take-private of Franchise Group, and on October 10, 2025 those investors filed an arbitration demand with the American Arbitration Association against B. Riley Securities and related entities. They allege failure to disclose material facts about FRG and the transaction in violation of securities laws, fraud or civil conspiracy, and breach of and aiding and abetting breach of fiduciary duties, and seek rescission of the $37.5 million investment plus interest, fees and expenses. B. Riley Wealth Management's audited 2024 financial statements also disclose a FINRA arbitration by seven claimants against B. Riley Securities alleging securities-law violations; although B. Riley Securities is the named respondent, the firm stated that the claims appear to arise from the customer relationship between the claimants and B. Riley Wealth Management concerning FRG, and that the case was in discovery. The same statements also disclose an arbitration demand filed on June 11, 2024 by a private investor in the August 2023 FRG buyout naming B. Riley Wealth Management and B. Riley Financial, alleging that B. Riley Financial fraudulently induced the investment and asserting fraud, concealment and civil conspiracy claims. These are claimants' allegations, and no award appears in the records reviewed in any of these matters. The company states that it believes the investors' claims in the arbitration with the American Arbitration Association are meritless and intends to defend the action; B. Riley Wealth Management said it intends to defend the seven-claimant matter vigorously; and B. Riley Financial answered the investor's statement of claim on September 27, 2024 and its amended statement of claim on March 10, 2025. The broker-dealer had accrued about $125,000 for legal matters in total and nothing for the investor's demand.","source_ids":["src-014","src-088","src-077"],"entity_ids":["brs","brc","frg","brwm"],"premise_claim_ids":["c-lit-aaa-spv","c-lit-finra-arbitrations"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Several arbitrations concern investments connected with FRG. On July 11, 2025 B. Riley Securities, Inc. received a demand letter from investors in a special purpose vehicle that had invested in the August 2023 take-private of Franchise Group, and on October 10, 2025 those investors filed an arbitration demand with the American Arbitration Association against B. Riley Securities and related entities. They allege failure to disclose material facts about FRG and the transaction in violation of securities laws, fraud or civil conspiracy, and breach of and aiding and abetting breach of fiduciary duties, and seek rescission of the $37.5 million investment plus interest, fees and expenses. B. Riley Wealth Management's audited 2024 financial statements also disclose a FINRA arbitration by seven claimants against B. Riley Securities alleging securities-law violations; although B. Riley Securities is the named respondent, the firm stated that the claims appear to arise from the customer relationship between the claimants and B. Riley Wealth Management concerning FRG, and that the case was in discovery. The same statements also disclose an arbitration demand filed on June 11, 2024 by a private investor in the August 2023 FRG buyout naming B. Riley Wealth Management and B. Riley Financial, alleging that B. Riley Financial fraudulently induced the investment and asserting fraud, concealment and civil conspiracy claims. These are claimants' allegations, and no award appears in the records reviewed in any of these matters. The company states that it believes the investors' claims in the arbitration with the American Arbitration Association are meritless and intends to defend the action; B. Riley Wealth Management said it intends to defend the seven-claimant matter vigorously; and B. Riley Financial answered the investor's statement of claim on September 27, 2024 and its amended statement of claim on March 10, 2025. The broker-dealer had accrued about $125,000 for legal matters in total and nothing for the investor's demand."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-96f5b512eeca97a2aadd88f8","record":{"id":"display-claim-96f5b512eeca97a2aadd88f8","kind":"analysis","text":"On August 18, 2026 the Franchise Group, Inc. Litigation Trust, acting through its litigation trustee, sued Brian Kahn, Matthew Avril, BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.), B. Riley Securities, Inc., GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services), Bryant Riley, Willkie Farr & Gallagher LLP and Jefferies LLC in the Delaware Court of Chancery (Case No. 2026-1076) over the 2023 take-private of FRG. The complaint describes GlassRatner as a Delaware limited liability company retained to provide FRG with financial advisory services on the consumer loan receivables originated and serviced by W.S. Badcock, and B. Riley Securities as a Delaware corporation and subsidiary of BRC; the engagement terms are not in the records reviewed. It asserts claims against BRC (as B. Riley Financial) and Bryant Riley for aiding and abetting Kahn's fraud and breaches of fiduciary duty and for unjust enrichment, and a civil conspiracy count against all defendants, and seeks damages of more than $700 million, calculated from the difference between FRG's enterprise value at the take-private ($2.7 billion) and at bankruptcy ($1.6 billion), adjusted for divestitures, plus advisers' fees, a $15 million exit payment to Kahn and about $42.3 million of funds allegedly up-streamed from Holdco to Topco. These are the plaintiff's allegations in a newly filed complaint; no defendant has been found liable and no ruling appears in the records reviewed. No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to the complaint appears in the records either. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brian-kahn","matthew-avril","brc","brs","glassratner","bryant-riley","willkie","jefferies","frg","badcock"],"premise_claim_ids":["c-lit-trust-filing","c-lit-trust-glassratner"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On August 18, 2026 the Franchise Group, Inc. Litigation Trust, acting through its litigation trustee, sued Brian Kahn, Matthew Avril, BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.), B. Riley Securities, Inc., GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services), Bryant Riley, Willkie Farr & Gallagher LLP and Jefferies LLC in the Delaware Court of Chancery (Case No. 2026-1076) over the 2023 take-private of FRG. The complaint describes GlassRatner as a Delaware limited liability company retained to provide FRG with financial advisory services on the consumer loan receivables originated and serviced by W.S. Badcock, and B. Riley Securities as a Delaware corporation and subsidiary of BRC; the engagement terms are not in the records reviewed. It asserts claims against BRC (as B. Riley Financial) and Bryant Riley for aiding and abetting Kahn's fraud and breaches of fiduciary duty and for unjust enrichment, and a civil conspiracy count against all defendants, and seeks damages of more than $700 million, calculated from the difference between FRG's enterprise value at the take-private ($2.7 billion) and at bankruptcy ($1.6 billion), adjusted for divestitures, plus advisers' fees, a $15 million exit payment to Kahn and about $42.3 million of funds allegedly up-streamed from Holdco to Topco. These are the plaintiff's allegations in a newly filed complaint; no defendant has been found liable and no ruling appears in the records reviewed. No answer by BRC, B. Riley Securities, GlassRatner or Bryant Riley to the complaint appears in the records either. In its quarterly report dated August 6, 2026, twelve days before the complaint was filed, BRC stated that it faced the risk of unasserted claims relating to Kahn and its investment in Freedom Holdings and that, if such claims were made, it believed it had valid defenses and any such claim would be without merit. Separately, BRC 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-38bb53e96800c896c798cea6","record":{"id":"display-claim-38bb53e96800c896c798cea6","kind":"analysis","text":"The complaint's specific allegations against BRC and Riley are pleaded in counts XV, XVI and XVIII (aiding and abetting breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment), with count IV (illegal dividends or unlawful distribution) pleaded against Kahn and Riley. The Trust alleges that B. Riley Financial and Riley knew of Kahn's breaches and that their assistance was wrongful: that B. Riley Financial held the pledge agreements securing more than $200 million of Kahn's concealed personal debt, that Riley and Kahn had discussed a take-private for months before the proposal presented as unsolicited, that B. Riley Financial was deeply embedded in FRG's operations, that its counsel raised Kahn's undisclosed pledges before the merger agreement was signed, and that the firm and Riley stood to gain non-ratable benefits. It alleges that on March 3, 2023 Kahn and Riley discussed B. Riley Financial buying $59.6 million of Badcock first-quarter receivables at an 85% price of $50.7 million while B. Riley Financial's stated decision to stop buying receivables was being used to justify the take-private; that Riley, when forwarded an email about going-private rumors, replied “Makes me want to buy more. Working perfectly into your hands.”; and that these private negotiations were not disclosed to FRG's board before the March 19, 2023 proposal. It further alleges that in November 2023 FRG's executive vice president Andrew Laurence learned of Kahn's personal borrowings of more than $200 million from B. Riley Financial and confronted Kahn, and that when another FRG executive asked Riley how he came to lend Kahn $200 million, Riley answered that he had made a lot of money with Kahn earlier on and conceded that Kahn had gone too far this time. All of these are the plaintiff's allegations, including its reading of quoted correspondence and its account of private conversations; no court has made findings on them. No answer by BRC, B. Riley Securities, GlassRatner or Riley to these allegations appears in the records reviewed either; the company's positions set out above apply to them as well: its August 6, 2026 statement that it would have valid defenses to any Kahn-related claims, which would be without merit, and its account that the Audit Committee review and the independent investigation found no involvement with, or knowledge of, Kahn's alleged misconduct by the company or its executives, including Riley.","source_ids":["src-049","src-014"],"entity_ids":["frg-trust","brc","bryant-riley","brian-kahn","frg","badcock","andrew-laurence"],"premise_claim_ids":["c-lit-trust-counts-riley","c-lit-trust-receivables-talks","c-lit-trust-nov2023"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The complaint's specific allegations against BRC and Riley are pleaded in counts XV, XVI and XVIII (aiding and abetting breach of fiduciary duty, aiding and abetting fraud, and unjust enrichment), with count IV (illegal dividends or unlawful distribution) pleaded against Kahn and Riley. The Trust alleges that B. Riley Financial and Riley knew of Kahn's breaches and that their assistance was wrongful: that B. Riley Financial held the pledge agreements securing more than $200 million of Kahn's concealed personal debt, that Riley and Kahn had discussed a take-private for months before the proposal presented as unsolicited, that B. Riley Financial was deeply embedded in FRG's operations, that its counsel raised Kahn's undisclosed pledges before the merger agreement was signed, and that the firm and Riley stood to gain non-ratable benefits. It alleges that on March 3, 2023 Kahn and Riley discussed B. Riley Financial buying $59.6 million of Badcock first-quarter receivables at an 85% price of $50.7 million while B. Riley Financial's stated decision to stop buying receivables was being used to justify the take-private; that Riley, when forwarded an email about going-private rumors, replied “Makes me want to buy more. Working perfectly into your hands.”; and that these private negotiations were not disclosed to FRG's board before the March 19, 2023 proposal. It further alleges that in November 2023 FRG's executive vice president Andrew Laurence learned of Kahn's personal borrowings of more than $200 million from B. Riley Financial and confronted Kahn, and that when another FRG executive asked Riley how he came to lend Kahn $200 million, Riley answered that he had made a lot of money with Kahn earlier on and conceded that Kahn had gone too far this time. All of these are the plaintiff's allegations, including its reading of quoted correspondence and its account of private conversations; no court has made findings on them. No answer by BRC, B. Riley Securities, GlassRatner or Riley to these allegations appears in the records reviewed either; the company's positions set out above apply to them as well: its August 6, 2026 statement that it would have valid defenses to any Kahn-related claims, which would be without merit, and its account that the Audit Committee review and the independent investigation found no involvement with, or knowledge of, Kahn's alleged misconduct by the company or its executives, including Riley."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a977bb1a21b3f308d0126320","record":{"id":"display-claim-a977bb1a21b3f308d0126320","kind":"analysis","text":"Several records concern Willkie Farr & Gallagher LLP and its work for Kahn. The FRG Litigation Trust alleges that the SEC served FRG on January 23, 2023 with a subpoena seeking records on the issuance of Buddy's Home Furnishing preferred shares and that the Department of Justice served FRG on June 5, 2023 with a subpoena requesting documents related to Prophecy and communications with Kahn; it alleges that both were routed to Willkie, which was simultaneously advising Kahn on the take-private, that routing the SEC subpoena that way ensured the board would not learn its true significance, and that Willkie produced 43 documents to the DOJ on July 13, 2023. The subpoenas are requests for information, not findings of wrongdoing, and the account of how they were handled is the plaintiff's allegation.","source_ids":["src-049"],"entity_ids":["frg-trust","frg","sec","willkie","brian-kahn","prophecy"],"premise_claim_ids":["c-lit-trust-frg-subpoenas"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Several records concern Willkie Farr & Gallagher LLP and its work for Kahn. The FRG Litigation Trust alleges that the SEC served FRG on January 23, 2023 with a subpoena seeking records on the issuance of Buddy's Home Furnishing preferred shares and that the Department of Justice served FRG on June 5, 2023 with a subpoena requesting documents related to Prophecy and communications with Kahn; it alleges that both were routed to Willkie, which was simultaneously advising Kahn on the take-private, that routing the SEC subpoena that way ensured the board would not learn its true significance, and that Willkie produced 43 documents to the DOJ on July 13, 2023. The subpoenas are requests for information, not findings of wrongdoing, and the account of how they were handled is the plaintiff's allegation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-475512cabaefab01cb6aed64","record":{"id":"display-claim-475512cabaefab01cb6aed64","kind":"analysis","text":"A press report of January 31, 2025, citing another outlet, said that the U.S. Trustee, the bankruptcy division of the U.S. Department of Justice, had served Kahn with a subpoena about his interactions with Willkie, which represented FRG in its bankruptcy and had also advised or represented Kahn, B. Riley Financial and Vintage Capital Management, and that the U.S. Trustee was seeking to disqualify Willkie because the firm had advised B. Riley and Kahn in the 2023 buyout. A subpoena is a request for information; the subpoena itself is not in the records reviewed, and the report does not describe Kahn as a target of any proceeding. According to the Trust's complaint, on February 12, 2025 the Bankruptcy Court denied FRG's application to retain Willkie as debtor's counsel, finding an actual conflict. According to the complaint and a press report, the U.S. Bankruptcy Court in Delaware disqualified Willkie as FRG's bankruptcy counsel that day, noting that the firm had not set up ethical walls between its FRG and Kahn teams until after the take-private concluded, so that the knowledge it gained from representing Kahn in that transaction was imputed to the whole firm. The ruling itself is not in the records reviewed; its date and reasoning are as described in the complaint and the press report. According to the complaint, within hours of the ruling Willkie's chairman emailed a B. Riley affiliate employee who had urged him not to seek the retention, apologizing for what the complaint calls an error in judgment.","source_ids":["src-115","src-049","src-091"],"entity_ids":["brian-kahn","willkie","frg","brc","vcm"],"premise_claim_ids":["c-lit-ust-subpoena","c-lit-willkie-disqualified"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A press report of January 31, 2025, citing another outlet, said that the U.S. Trustee, the bankruptcy division of the U.S. Department of Justice, had served Kahn with a subpoena about his interactions with Willkie, which represented FRG in its bankruptcy and had also advised or represented Kahn, B. Riley Financial and Vintage Capital Management, and that the U.S. Trustee was seeking to disqualify Willkie because the firm had advised B. Riley and Kahn in the 2023 buyout. A subpoena is a request for information; the subpoena itself is not in the records reviewed, and the report does not describe Kahn as a target of any proceeding. According to the Trust's complaint, on February 12, 2025 the Bankruptcy Court denied FRG's application to retain Willkie as debtor's counsel, finding an actual conflict. According to the complaint and a press report, the U.S. Bankruptcy Court in Delaware disqualified Willkie as FRG's bankruptcy counsel that day, noting that the firm had not set up ethical walls between its FRG and Kahn teams until after the take-private concluded, so that the knowledge it gained from representing Kahn in that transaction was imputed to the whole firm. The ruling itself is not in the records reviewed; its date and reasoning are as described in the complaint and the press report. According to the complaint, within hours of the ruling Willkie's chairman emailed a B. Riley affiliate employee who had urged him not to seek the retention, apologizing for what the complaint calls an error in judgment."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7b5d56d56feffed1eab3f098","record":{"id":"display-claim-7b5d56d56feffed1eab3f098","kind":"analysis","text":"BRC has itself gone to court over the take-private. On January 20, 2026 BRC, with its subsidiaries B. Riley Principal Investments, LLC, B. Riley Private Shares 2023-2 QC, LLC, B. Riley Private Shares 2023-2 QP, LLC, BRF Finance Co., LLC and B. Riley Commercial Capital, LLC, sued Willkie Farr & Gallagher LLP, Brian Kahn and Lauren Kahn in the Supreme Court of the State of New York, New York County. The complaint asserts aiding and abetting fraud, civil conspiracy to defraud and aiding and abetting breach of fiduciary duty against Willkie; common-law fraud, fraudulent inducement and civil conspiracy against Brian Kahn; and breach of contract against both Kahns, and seeks more than $735 million in compensatory damages, punitive damages and disgorgement of Willkie's fees from the transaction. These are BRC's claims as plaintiff; no ruling on them and no response by the defendants appear in the records reviewed.","source_ids":["src-002"],"entity_ids":["brc","brpi","brcc","willkie","brian-kahn","lauren-kahn","frg"],"premise_claim_ids":["c-lit-willkie-suit"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC has itself gone to court over the take-private. On January 20, 2026 BRC, with its subsidiaries B. Riley Principal Investments, LLC, B. Riley Private Shares 2023-2 QC, LLC, B. Riley Private Shares 2023-2 QP, LLC, BRF Finance Co., LLC and B. Riley Commercial Capital, LLC, sued Willkie Farr & Gallagher LLP, Brian Kahn and Lauren Kahn in the Supreme Court of the State of New York, New York County. The complaint asserts aiding and abetting fraud, civil conspiracy to defraud and aiding and abetting breach of fiduciary duty against Willkie; common-law fraud, fraudulent inducement and civil conspiracy against Brian Kahn; and breach of contract against both Kahns, and seeks more than $735 million in compensatory damages, punitive damages and disgorgement of Willkie's fees from the transaction. These are BRC's claims as plaintiff; no ruling on them and no response by the defendants appear in the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c2abc2f9fadb0bc1062c5141","record":{"id":"display-claim-c2abc2f9fadb0bc1062c5141","kind":"analysis","text":"An older dispute followed B. Riley's acquisition of Wunderlich Investment Company and its operating subsidiary Wunderlich Securities, Inc., now B. Riley Wealth Management, Inc., under a merger agreement of May 17, 2017 that closed on July 3, 2017. In late July 2017 Dominick & Dickerman, LLC and another claimant brought a FINRA arbitration against Wunderlich Securities and its founder Gary Wunderlich, asserting fraud, negligent misrepresentation, securities fraud, breach of contract and FINRA-rule claims over Wunderlich Securities' 2015 acquisition of Dominick & Dickerman. An award of April 7, 2020 held Wunderlich Securities and Gary Wunderlich jointly and severally liable for about $10.5 million; the award is as described in the Court of Chancery's 2021 letter opinion, and the award document itself is not in the records reviewed. B. Riley petitioned the U.S. District Court for the Southern District of New York to vacate the award on behalf of itself and Gary Wunderlich. On June 3, 2020 the claimants, Wunderlich Securities and Gary Wunderlich signed a confidential settlement resolving all claims in the arbitration, under which the defendants agreed to pay an undisclosed amount.","source_ids":["src-101"],"entity_ids":["dominick-dickerman","brwm","gary-wunderlich","brc"],"premise_claim_ids":["c-lit-wunderlich-arbitration"],"qualification":"","response":"","outcome":""},"reading":"Analysis: An older dispute followed B. Riley's acquisition of Wunderlich Investment Company and its operating subsidiary Wunderlich Securities, Inc., now B. Riley Wealth Management, Inc., under a merger agreement of May 17, 2017 that closed on July 3, 2017. In late July 2017 Dominick & Dickerman, LLC and another claimant brought a FINRA arbitration against Wunderlich Securities and its founder Gary Wunderlich, asserting fraud, negligent misrepresentation, securities fraud, breach of contract and FINRA-rule claims over Wunderlich Securities' 2015 acquisition of Dominick & Dickerman. An award of April 7, 2020 held Wunderlich Securities and Gary Wunderlich jointly and severally liable for about $10.5 million; the award is as described in the Court of Chancery's 2021 letter opinion, and the award document itself is not in the records reviewed. B. Riley petitioned the U.S. District Court for the Southern District of New York to vacate the award on behalf of itself and Gary Wunderlich. On June 3, 2020 the claimants, Wunderlich Securities and Gary Wunderlich signed a confidential settlement resolving all claims in the arbitration, under which the defendants agreed to pay an undisclosed amount."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f48f97e6c5f9bd6f55c348df","record":{"id":"display-claim-f48f97e6c5f9bd6f55c348df","kind":"analysis","text":"On June 10, 2020 Gary Wunderlich, a former director and officer of B. Riley, sued B. Riley Financial and Wunderlich Securities in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF) seeking indemnification connected with the arbitration and a declaratory judgment. B. Riley and Wunderlich Securities moved to dismiss, arguing principally that Wunderlich had waived his indemnification rights when he signed his severance agreement, and that the declaratory-judgment count was not ripe because they had brought no contribution claim; during the arbitration settlement negotiations they had threatened to pursue claims against Wunderlich relating to the arbitration and to recover amounts paid under the settlement. In a letter opinion of March 24, 2021, Vice Chancellor Paul A. Fioravanti, Jr. denied the motion as to the indemnification counts (I, II and IV) and dismissed only the declaratory-judgment count (III) as unripe. The ruling allowed the indemnification claims to proceed without deciding whether indemnification was owed, and no later outcome appears in the records reviewed.","source_ids":["src-101"],"entity_ids":["gary-wunderlich","brc","brwm"],"premise_claim_ids":["c-lit-wunderlich-indemnity"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On June 10, 2020 Gary Wunderlich, a former director and officer of B. Riley, sued B. Riley Financial and Wunderlich Securities in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF) seeking indemnification connected with the arbitration and a declaratory judgment. B. Riley and Wunderlich Securities moved to dismiss, arguing principally that Wunderlich had waived his indemnification rights when he signed his severance agreement, and that the declaratory-judgment count was not ripe because they had brought no contribution claim; during the arbitration settlement negotiations they had threatened to pursue claims against Wunderlich relating to the arbitration and to recover amounts paid under the settlement. In a letter opinion of March 24, 2021, Vice Chancellor Paul A. Fioravanti, Jr. denied the motion as to the indemnification counts (I, II and IV) and dismissed only the declaratory-judgment count (III) as unripe. The ruling allowed the indemnification claims to proceed without deciding whether indemnification was owed, and no later outcome appears in the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fba9ba7e8f6815a20c0fb44d","record":{"id":"display-claim-fba9ba7e8f6815a20c0fb44d","kind":"analysis","text":"On September 21, 2023 the company's wholly owned subsidiary B. Riley Commercial Capital, LLC received a demand alleging that about $32.2 million of payments made to it by Sorrento Therapeutics, Inc., a Chapter 11 debtor in the U.S. Bankruptcy Court for the Southern District of Texas, under a bridge loan agreement of September 30, 2022, were avoidable preferential transfers. On June 16, 2025 the liquidating trustee of the Sorrento Liquidating Trust sued in an adversary proceeding to avoid and recover them, and on September 12, 2025 the court denied the subsidiary's motion to dismiss. The preference claims are the trustee's allegations in a pending proceeding, and the denial of a motion to dismiss is not a ruling that the payments were preferential; the company states that it believes the trustee's claims lack merit and intends to continue to assert its statutory defenses.","source_ids":["src-014"],"entity_ids":["brcc","sorrento","brc"],"premise_claim_ids":["c-lit-sorrento"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On September 21, 2023 the company's wholly owned subsidiary B. Riley Commercial Capital, LLC received a demand alleging that about $32.2 million of payments made to it by Sorrento Therapeutics, Inc., a Chapter 11 debtor in the U.S. Bankruptcy Court for the Southern District of Texas, under a bridge loan agreement of September 30, 2022, were avoidable preferential transfers. On June 16, 2025 the liquidating trustee of the Sorrento Liquidating Trust sued in an adversary proceeding to avoid and recover them, and on September 12, 2025 the court denied the subsidiary's motion to dismiss. The preference claims are the trustee's allegations in a pending proceeding, and the denial of a motion to dismiss is not a ruling that the payments were preferential; the company states that it believes the trustee's claims lack merit and intends to continue to assert its statutory defenses."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-0d11cba7bc574dd83b6eb764","record":{"id":"display-claim-0d11cba7bc574dd83b6eb764","kind":"analysis","text":"B. Riley Securities, Inc. was a pre- and post-petition lender to Nogin Inc., which filed for Chapter 11 in Delaware on December 5, 2023. B. Riley Securities sponsored the plan, confirmed on March 28, 2024 and effective May 3, 2024, under which it acquired 100% of the reorganized company, Nogin Commerce LLC. After Nogin Commerce's business shut down on March 16, 2025, supplier creditors commenced an involuntary Chapter 7 case against it in the U.S. Bankruptcy Court for the Southern District of New York on April 24, 2025 (Case No. 25-10810). The petitioning creditors, owed at least $3.3 million, alleged that in the weeks before the shutdown the company diverted cash held for suppliers to other parties and said they believed substantially all of it went to B. Riley, Nogin Commerce's parent company, or to an alleged lender; they further alleged that B. Riley, among others, either knew or should have known that supplier proceeds were being diverted. A declaration filed for the assignee for the benefit of creditors stated that no money was paid by Nogin Commerce to B. Riley other than interest payments on post-emergence secured loans totaling about $125,000. On June 11, 2025 Chief Judge Martin Glenn denied the assignee's motion to dismiss the case or abstain, so the bankruptcy proceeded; the court did not rule on the alleged transfers, which the assignee's counsel told the court it would investigate. BRC's later reports state that an order for relief was entered, moving the assignment for the benefit of creditors to a liquidation. No ruling on the alleged diversion appears in the records reviewed.","source_ids":["src-089","src-014"],"entity_ids":["brs","nogin-commerce","brc"],"premise_claim_ids":["c-lit-nogin-bankruptcy","c-lit-nogin-allegations"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley Securities, Inc. was a pre- and post-petition lender to Nogin Inc., which filed for Chapter 11 in Delaware on December 5, 2023. B. Riley Securities sponsored the plan, confirmed on March 28, 2024 and effective May 3, 2024, under which it acquired 100% of the reorganized company, Nogin Commerce LLC. After Nogin Commerce's business shut down on March 16, 2025, supplier creditors commenced an involuntary Chapter 7 case against it in the U.S. Bankruptcy Court for the Southern District of New York on April 24, 2025 (Case No. 25-10810). The petitioning creditors, owed at least $3.3 million, alleged that in the weeks before the shutdown the company diverted cash held for suppliers to other parties and said they believed substantially all of it went to B. Riley, Nogin Commerce's parent company, or to an alleged lender; they further alleged that B. Riley, among others, either knew or should have known that supplier proceeds were being diverted. A declaration filed for the assignee for the benefit of creditors stated that no money was paid by Nogin Commerce to B. Riley other than interest payments on post-emergence secured loans totaling about $125,000. On June 11, 2025 Chief Judge Martin Glenn denied the assignee's motion to dismiss the case or abstain, so the bankruptcy proceeded; the court did not rule on the alleged transfers, which the assignee's counsel told the court it would investigate. BRC's later reports state that an order for relief was entered, moving the assignment for the benefit of creditors to a liquidation. No ruling on the alleged diversion appears in the records reviewed."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ad7285318dc61fed839ea444","record":{"id":"display-claim-ad7285318dc61fed839ea444","kind":"analysis","text":"BRC's annual report for 2025 states that the company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025. At the end of 2025 that $1.4 billion consisted mainly of $1.3 billion of Senior Notes and Senior Secured Second Lien Notes, maturing between March 31, 2026 and August 31, 2028 at fixed rates of 5.00% to 8.00%, plus $128.1 million of term loans under the Oaktree Capital Management, L.P. credit agreement and the credit agreement of its subsidiary BRPI Acquisition Co LLC (BRPAC), and $6.6 million drawn under the Targus revolving credit facility, all of these loans at variable rates.","source_ids":["src-002"],"entity_ids":["brc","oaktree","brpac","targus"],"premise_claim_ids":["c-debt-total-2025","c-debt-structure-2025"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's annual report for 2025 states that the company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025. At the end of 2025 that $1.4 billion consisted mainly of $1.3 billion of Senior Notes and Senior Secured Second Lien Notes, maturing between March 31, 2026 and August 31, 2028 at fixed rates of 5.00% to 8.00%, plus $128.1 million of term loans under the Oaktree Capital Management, L.P. credit agreement and the credit agreement of its subsidiary BRPI Acquisition Co LLC (BRPAC), and $6.6 million drawn under the Targus revolving credit facility, all of these loans at variable rates."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-0affac864df49a3faf880156","record":{"id":"display-claim-0affac864df49a3faf880156","kind":"analysis","text":"The annual report summarizes the year's refinancing. On February 26, 2025 BRC executed a new term loan facility with Oaktree-affiliated companies, maturing February 26, 2028, whose proceeds went primarily to repay everything outstanding under the Nomura credit agreement; it then repaid a further $97.5 million on the Oaktree loan. On February 28, 2025 it redeemed the $145.2 million of 6.375% Senior Notes at maturity, and in five private exchanges institutional lenders exchanged $355.0 million of senior notes for $228.4 million of New Notes.","source_ids":["src-002"],"entity_ids":["brc","oaktree","nomura"],"premise_claim_ids":["c-debt-2025-steps"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The annual report summarizes the year's refinancing. On February 26, 2025 BRC executed a new term loan facility with Oaktree-affiliated companies, maturing February 26, 2028, whose proceeds went primarily to repay everything outstanding under the Nomura credit agreement; it then repaid a further $97.5 million on the Oaktree loan. On February 28, 2025 it redeemed the $145.2 million of 6.375% Senior Notes at maturity, and in five private exchanges institutional lenders exchanged $355.0 million of senior notes for $228.4 million of New Notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f15e4b9cf50925a094f4f273","record":{"id":"display-claim-f15e4b9cf50925a094f4f273","kind":"analysis","text":"The reduction continued into 2026. In its results release of May 7, 2026 BRC stated that total debt fell by $128.9 million during the first quarter to $1.30 billion and that Net Debt declined by $254.6 million to $372.4 million; Net Debt, like the quarter's $262.2 million of Adjusted EBITDA, is a measure the company defines in the release rather than an audited balance-sheet caption. The same release reported first-quarter net income available to common shareholders of $211.3 million.","source_ids":["src-058"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-q1-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The reduction continued into 2026. In its results release of May 7, 2026 BRC stated that total debt fell by $128.9 million during the first quarter to $1.30 billion and that Net Debt declined by $254.6 million to $372.4 million; Net Debt, like the quarter's $262.2 million of Adjusted EBITDA, is a measure the company defines in the release rather than an audited balance-sheet caption. The same release reported first-quarter net income available to common shareholders of $211.3 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3146b4785a5b4fa69173b6e3","record":{"id":"display-claim-3146b4785a5b4fa69173b6e3","kind":"analysis","text":"BRC's 2025 annual report states that the company generated net income of $307.4 million in 2025. For the six months ended June 30, 2026 it reported total revenues of $591.2 million, against $411.4 million a year earlier, and net income of $243.8 million, of which $233.8 million was attributable to BRC; realized and unrealized gains on investments contributed $117.2 million. Second-quarter 2026 revenues were $239.1 million and net income $21.6 million.","source_ids":["src-002","src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-net-income-2025","c-debt-h1-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 2025 annual report states that the company generated net income of $307.4 million in 2025. For the six months ended June 30, 2026 it reported total revenues of $591.2 million, against $411.4 million a year earlier, and net income of $243.8 million, of which $233.8 million was attributable to BRC; realized and unrealized gains on investments contributed $117.2 million. Second-quarter 2026 revenues were $239.1 million and net income $21.6 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-86b9ec64c350c9963bcb4e84","record":{"id":"display-claim-86b9ec64c350c9963bcb4e84","kind":"analysis","text":"BRC's stockholders' deficit narrowed during 2025 and turned into positive equity by mid-2026. The parent-company-only balance sheet in the 2025 annual report shows total assets of $1,189,066 thousand and total liabilities of $1,359,599 thousand, including $1,301,798 thousand of senior notes, at December 31, 2025: a stockholders' deficit of $170,533 thousand, down from $488,175 thousand a year earlier. BRC's consolidated balance sheet at June 30, 2026 shows BRC stockholders' equity of $142.2 million and total equity, including noncontrolling interests, of $201.2 million, with 40,199,755 common shares outstanding against 30,597,066 at the end of 2025. That consolidated statement gives the December 31, 2025 deficit as $171,533 thousand, $1,000 thousand more than the parent-only figure; the cited records do not explain the difference.","source_ids":["src-002","src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-parent-deficit","c-debt-equity-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's stockholders' deficit narrowed during 2025 and turned into positive equity by mid-2026. The parent-company-only balance sheet in the 2025 annual report shows total assets of $1,189,066 thousand and total liabilities of $1,359,599 thousand, including $1,301,798 thousand of senior notes, at December 31, 2025: a stockholders' deficit of $170,533 thousand, down from $488,175 thousand a year earlier. BRC's consolidated balance sheet at June 30, 2026 shows BRC stockholders' equity of $142.2 million and total equity, including noncontrolling interests, of $201.2 million, with 40,199,755 common shares outstanding against 30,597,066 at the end of 2025. That consolidated statement gives the December 31, 2025 deficit as $171,533 thousand, $1,000 thousand more than the parent-only figure; the cited records do not explain the difference."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7c299af2431aa8f2a4faa38f","record":{"id":"display-claim-7c299af2431aa8f2a4faa38f","kind":"analysis","text":"From 2021 BRC's corporate credit facilities had Nomura Corporate Funding Americas, LLC as administrative agent. Under a credit agreement of June 23, 2021, BRC and its wholly owned subsidiaries BR Financial Holdings, LLC (BRFH) and BR Advisory & Investments, LLC borrowed a four-year $300.0 million secured term loan and had a four-year $80.0 million secured revolving facility, with Wells Fargo Bank, N.A. as collateral agent.","source_ids":["src-002"],"entity_ids":["brc","brfh","br-advisory-investments","nomura","wells-fargo"],"premise_claim_ids":["c-debt-nomura-2021"],"qualification":"","response":"","outcome":""},"reading":"Analysis: From 2021 BRC's corporate credit facilities had Nomura Corporate Funding Americas, LLC as administrative agent. Under a credit agreement of June 23, 2021, BRC and its wholly owned subsidiaries BR Financial Holdings, LLC (BRFH) and BR Advisory & Investments, LLC borrowed a four-year $300.0 million secured term loan and had a four-year $80.0 million secured revolving facility, with Wells Fargo Bank, N.A. as collateral agent."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-53eb4357a8202db3adb9747e","record":{"id":"display-claim-53eb4357a8202db3adb9747e","kind":"analysis","text":"On August 21, 2023 BRC and BRFH replaced it with a new Nomura agreement, Computershare Trust Company, N.A. acting as collateral agent: a four-year $500.0 million secured term loan and a four-year $100.0 million secured revolving facility, guaranteed by certain BRFH subsidiaries. The stated purposes were to fund the Freedom VCM equity investment, to prepay the 2021 facilities ($347.9 million, of which $342.0 million principal and $5.9 million interest and fees), to fund a dividend reserve of at least $65.0 million, to pay fees and expenses and for general corporate purposes.","source_ids":["src-002"],"entity_ids":["brc","brfh","nomura","computershare","freedom-vcm-holdings"],"premise_claim_ids":["c-debt-nomura-2023"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On August 21, 2023 BRC and BRFH replaced it with a new Nomura agreement, Computershare Trust Company, N.A. acting as collateral agent: a four-year $500.0 million secured term loan and a four-year $100.0 million secured revolving facility, guaranteed by certain BRFH subsidiaries. The stated purposes were to fund the Freedom VCM equity investment, to prepay the 2021 facilities ($347.9 million, of which $342.0 million principal and $5.9 million interest and fees), to fund a dividend reserve of at least $65.0 million, to pay fees and expenses and for general corporate purposes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fde297ac021b5c406d117d83","record":{"id":"display-claim-fde297ac021b5c406d117d83","kind":"analysis","text":"Under Amendment No. 4 of September 17, 2024 BRC paid $85.9 million ($85.1 million of principal and $0.7 million of accrued interest); after $5.9 million of loan fees, of which $3.5 million was added to principal, the term loan fell from $469.75 million to $388.1 million. The undrawn $100.0 million revolver was terminated, BRC had to bring the term loan down to no more than $100.0 million by September 30, 2025, and the maturity stayed August 21, 2027.","source_ids":["src-002"],"entity_ids":["brc","nomura"],"premise_claim_ids":["c-debt-nomura-amend4"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Under Amendment No. 4 of September 17, 2024 BRC paid $85.9 million ($85.1 million of principal and $0.7 million of accrued interest); after $5.9 million of loan fees, of which $3.5 million was added to principal, the term loan fell from $469.75 million to $388.1 million. The undrawn $100.0 million revolver was terminated, BRC had to bring the term loan down to no more than $100.0 million by September 30, 2025, and the maturity stayed August 21, 2027."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5e95adfe5d409428d458862e","record":{"id":"display-claim-5e95adfe5d409428d458862e","kind":"analysis","text":"On February 26, 2025 BRC and BRFH signed a credit agreement with a group of funds directly or indirectly controlled by Oaktree, Oaktree Fund Administration, LLC acting as administrative and collateral agent. It provided a three-year $125.0 million secured term loan and a four-month $35.0 million secured delayed-draw term loan. The term loan matures on February 26, 2028, or earlier on a springing date 91 days before the maturity of other bonds, notes or bank debt above $10.0 million (other than the 6.375% notes due February 28, 2025 and the 5.50% notes due March 31, 2026). Term-loan proceeds mainly repaid the Nomura agreement and covered working capital and transaction costs; the delayed-draw proceeds funded obligations relating to the liquidation of substantially all assets of JOANN, Inc. and its subsidiaries, and working capital.","source_ids":["src-002"],"entity_ids":["brc","brfh","oaktree","oaktree-admin","nomura"],"premise_claim_ids":["c-debt-oaktree-agreement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On February 26, 2025 BRC and BRFH signed a credit agreement with a group of funds directly or indirectly controlled by Oaktree, Oaktree Fund Administration, LLC acting as administrative and collateral agent. It provided a three-year $125.0 million secured term loan and a four-month $35.0 million secured delayed-draw term loan. The term loan matures on February 26, 2028, or earlier on a springing date 91 days before the maturity of other bonds, notes or bank debt above $10.0 million (other than the 6.375% notes due February 28, 2025 and the 5.50% notes due March 31, 2026). Term-loan proceeds mainly repaid the Nomura agreement and covered working capital and transaction costs; the delayed-draw proceeds funded obligations relating to the liquidation of substantially all assets of JOANN, Inc. and its subsidiaries, and working capital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4bfae30d68f76ccc78167106","record":{"id":"display-claim-4bfae30d68f76ccc78167106","kind":"analysis","text":"In connection with the term loan BRC issued warrants to certain Oaktree affiliates to buy about 1,832,290 common shares, 6% on a fully diluted basis, at $5.14 per share, with anti-dilution provisions that could in certain circumstances allow exercise for up to 19.9% of the then-outstanding stock. On May 28, 2026 the holders gave notice of a cashless exercise: on May 29, 2026 BRC issued them 915,251 shares in exchange for the surrender of 917,039 shares under the warrants, and the warrants were then fully exercised.","source_ids":["src-002","src-014"],"entity_ids":["brc","oaktree"],"premise_claim_ids":["c-debt-oaktree-warrants","c-debt-oaktree-warrant-exercise"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In connection with the term loan BRC issued warrants to certain Oaktree affiliates to buy about 1,832,290 common shares, 6% on a fully diluted basis, at $5.14 per share, with anti-dilution provisions that could in certain circumstances allow exercise for up to 19.9% of the then-outstanding stock. On May 28, 2026 the holders gave notice of a cashless exercise: on May 29, 2026 BRC issued them 915,251 shares in exchange for the surrender of 917,039 shares under the warrants, and the warrants were then fully exercised."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-8adc8a317d30fa9f8fed7359","record":{"id":"display-claim-8adc8a317d30fa9f8fed7359","kind":"analysis","text":"Asset sales drove the early repayments. During 2025 sales of assets in the Oaktree borrowing base required BRC to repay $62.5 million of the term loan and the $35.0 million delayed-draw facility in full, together $97.5 million, reducing the term loan from $125.0 million to $62.5 million; BRC recorded a $15.6 million loss on extinguishment and $12.3 million of interest expense on the facility for the year. At December 31, 2025 the $62.5 million balance was secured by assets carried at $241.2 million, mainly the common and preferred equity interests in Great American Holdings, LLC (GA Holdings) and other designated loans and equity investments held by BRFH, together with the equity of BRFH's subsidiaries; at June 30, 2026 the same balance was secured by assets carried at $304.4 million, again mainly the GA Holdings interests.","source_ids":["src-002","src-014"],"entity_ids":["brc","oaktree","brfh","ga-holdings"],"premise_claim_ids":["c-debt-oaktree-repay-2025","c-debt-oaktree-collateral"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Asset sales drove the early repayments. During 2025 sales of assets in the Oaktree borrowing base required BRC to repay $62.5 million of the term loan and the $35.0 million delayed-draw facility in full, together $97.5 million, reducing the term loan from $125.0 million to $62.5 million; BRC recorded a $15.6 million loss on extinguishment and $12.3 million of interest expense on the facility for the year. At December 31, 2025 the $62.5 million balance was secured by assets carried at $241.2 million, mainly the common and preferred equity interests in Great American Holdings, LLC (GA Holdings) and other designated loans and equity investments held by BRFH, together with the equity of BRFH's subsidiaries; at June 30, 2026 the same balance was secured by assets carried at $304.4 million, again mainly the GA Holdings interests."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-db4b58a908f78c633a1c93dc","record":{"id":"display-claim-db4b58a908f78c633a1c93dc","kind":"analysis","text":"The agreement was amended repeatedly. Amendment No. 1 (March 24, 2025) removed certain pledged stock from the collateral and adjusted mandatory prepayments on disposals of borrowing-base assets; Amendment No. 2 (July 8, 2025) added certain first-lien term loans made to BRC subsidiaries to the borrowing base and changed negative covenants; Amendment No. 3 (October 8, 2025) provided that the springing maturity cannot fall before March 31, 2027; and Amendment No. 4 (January 14, 2026) added an investment carve-out and allowed BRC to repurchase up to $25.0 million of unsecured notes by June 30, 2026. After an Amendment No. 5 dated August 7, 2026, Amendment No. 6, Consent and Waiver, of September 28, 2026 consented to a BRC subsidiary's acquisition of Sangoma Technologies Corporation under the arrangement agreement signed that day, waived an indebtedness covenant, investment covenants and a covenant prohibiting certain guarantees solely to the extent needed for that transaction, and requires 50% of cash distributions a loan party receives from a telecom subsidiary to be used to prepay the term loans, subject to the prepayment premium.","source_ids":["src-002","src-015"],"entity_ids":["brc","brfh","oaktree","oaktree-admin","sangoma"],"premise_claim_ids":["c-debt-oaktree-amend1-4","c-debt-oaktree-amend6"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The agreement was amended repeatedly. Amendment No. 1 (March 24, 2025) removed certain pledged stock from the collateral and adjusted mandatory prepayments on disposals of borrowing-base assets; Amendment No. 2 (July 8, 2025) added certain first-lien term loans made to BRC subsidiaries to the borrowing base and changed negative covenants; Amendment No. 3 (October 8, 2025) provided that the springing maturity cannot fall before March 31, 2027; and Amendment No. 4 (January 14, 2026) added an investment carve-out and allowed BRC to repurchase up to $25.0 million of unsecured notes by June 30, 2026. After an Amendment No. 5 dated August 7, 2026, Amendment No. 6, Consent and Waiver, of September 28, 2026 consented to a BRC subsidiary's acquisition of Sangoma Technologies Corporation under the arrangement agreement signed that day, waived an indebtedness covenant, investment covenants and a covenant prohibiting certain guarantees solely to the extent needed for that transaction, and requires 50% of cash distributions a loan party receives from a telecom subsidiary to be used to prepay the term loans, subject to the prepayment premium."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c4cb90072fe6a81300ecdce2","record":{"id":"display-claim-c4cb90072fe6a81300ecdce2","kind":"analysis","text":"BRC's consolidated term loans combine the corporate facility with loans made to subsidiaries. BRC's term loans, before unamortized costs, were $205.6 million at December 31, 2024 (Lingo $52.9 million, Nomura $122.5 million at 11.52% and BRPAC $30.1 million), $128.1 million at December 31, 2025 (BRPAC $64.0 million at 6.83% and Oaktree $64.1 million at 11.82%) and $123.0 million at June 30, 2026 (BRPAC $57.75 million at 6.51% and Oaktree $65.2 million at 11.66%). The $64.1 million Oaktree principal in that table differs from the $62.5 million outstanding balance given for the same date in the collateral note, and the cited passages do not reconcile them. Revolving loans were the Targus revolver ($6.6 million at December 31, 2025 and $15.3 million at June 30, 2026) and a BRPAC revolver of $16.0 million at June 30, 2026.","source_ids":["src-002","src-014"],"entity_ids":["brc","brpac","oaktree","lingo","nomura","targus"],"premise_claim_ids":["c-debt-term-loans"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's consolidated term loans combine the corporate facility with loans made to subsidiaries. BRC's term loans, before unamortized costs, were $205.6 million at December 31, 2024 (Lingo $52.9 million, Nomura $122.5 million at 11.52% and BRPAC $30.1 million), $128.1 million at December 31, 2025 (BRPAC $64.0 million at 6.83% and Oaktree $64.1 million at 11.82%) and $123.0 million at June 30, 2026 (BRPAC $57.75 million at 6.51% and Oaktree $65.2 million at 11.66%). The $64.1 million Oaktree principal in that table differs from the $62.5 million outstanding balance given for the same date in the collateral note, and the cited passages do not reconcile them. Revolving loans were the Targus revolver ($6.6 million at December 31, 2025 and $15.3 million at June 30, 2026) and a BRPAC revolver of $16.0 million at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-8e2072c1af2e79b34a66c5d8","record":{"id":"display-claim-8e2072c1af2e79b34a66c5d8","kind":"analysis","text":"BRPAC and Lingo Management, LLC borrowed from Banc of California. BRC's exhibit index lists a credit agreement between BRPI Acquisition Co LLC and Banc of California dated December 19, 2018 and a guaranty and pledge agreement by B. Riley Principal Investments, LLC of the same date. Separately, on August 16, 2022 Lingo borrowed a five-year $45.0 million term loan from Banc of California, N.A. as agent and lender, with BRC as secured guarantor, to finance part of its purchase of BullsEye Telecom, Inc.; amendments raised it to $73.0 million.","source_ids":["src-002"],"entity_ids":["brpac","banc-of-california","brpi","brc","lingo"],"premise_claim_ids":["c-debt-brpac-2018","c-debt-lingo"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRPAC and Lingo Management, LLC borrowed from Banc of California. BRC's exhibit index lists a credit agreement between BRPI Acquisition Co LLC and Banc of California dated December 19, 2018 and a guaranty and pledge agreement by B. Riley Principal Investments, LLC of the same date. Separately, on August 16, 2022 Lingo borrowed a five-year $45.0 million term loan from Banc of California, N.A. as agent and lender, with BRC as secured guarantor, to finance part of its purchase of BullsEye Telecom, Inc.; amendments raised it to $73.0 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-1980a3a0b86bf09fced261bf","record":{"id":"display-claim-1980a3a0b86bf09fced261bf","kind":"analysis","text":"On January 6, 2025 BRPAC and other subsidiaries entered into an amended and restated credit agreement with Banc of California, as agent and lender, and other lenders, adding Lingo as a borrower. A new five-year $80.0 million term loan, repayable at $4.0 million a quarter with the balance due on January 6, 2030, repaid the original 2018 BRPAC agreement and the Lingo loan, whose agreement was effectively terminated that day. The facility allows incremental term loans of up to $40.0 million and is secured by substantially all assets of the BRPAC borrowers (about $309.9 million at December 31, 2025), including pledges of all their equity and of 65% of the equity of United Online Software Development (India) Private Limited and of magicJack VocalTec Ltd.","source_ids":["src-002"],"entity_ids":["brpac","banc-of-california","lingo","magicjack","brc"],"premise_claim_ids":["c-debt-brpac-2025","c-debt-lingo"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On January 6, 2025 BRPAC and other subsidiaries entered into an amended and restated credit agreement with Banc of California, as agent and lender, and other lenders, adding Lingo as a borrower. A new five-year $80.0 million term loan, repayable at $4.0 million a quarter with the balance due on January 6, 2030, repaid the original 2018 BRPAC agreement and the Lingo loan, whose agreement was effectively terminated that day. The facility allows incremental term loans of up to $40.0 million and is secured by substantially all assets of the BRPAC borrowers (about $309.9 million at December 31, 2025), including pledges of all their equity and of 65% of the equity of United Online Software Development (India) Private Limited and of magicJack VocalTec Ltd."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b4f750f40e9d7b62a173aee4","record":{"id":"display-claim-b4f750f40e9d7b62a173aee4","kind":"analysis","text":"On October 18, 2022 Targus entered into a credit agreement with PNC Bank, National Association, as agent and security trustee, for a five-year $28.0 million term loan and a five-year $85.0 million revolving loan that financed part of BRC's acquisition of Targus, with final maturity on October 18, 2027. Targus breached financial covenants under that agreement in 2023 and 2024. Amendments No. 1 (October 31, 2023) and No. 2 (February 20, 2024) changed the fixed charge coverage and minimum EBITDA tests and waived the breaches for the periods ended September 30 and December 31, 2023, Amendment No. 2 also giving BRC a 'Keepwell' right to cure a breach with a capital contribution. After further minimum EBITDA breaches for the periods ended June 30 and September 30, 2024, BRC contributed $1.6 million on August 14, 2024 to cure the June breach; Amendment No. 4 (November 7, 2024) waived the September breach, reduced revolving sublimits, modified the coverage covenant, replaced the minimum EBITDA test with a minimum undrawn availability covenant; at the same time BRC repaid the term loan in full with $2.1 million of revolver advances and $7.5 million of its own cash.","source_ids":["src-002"],"entity_ids":["targus","pnc","brc"],"premise_claim_ids":["c-debt-targus-pnc","c-debt-targus-breaches"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On October 18, 2022 Targus entered into a credit agreement with PNC Bank, National Association, as agent and security trustee, for a five-year $28.0 million term loan and a five-year $85.0 million revolving loan that financed part of BRC's acquisition of Targus, with final maturity on October 18, 2027. Targus breached financial covenants under that agreement in 2023 and 2024. Amendments No. 1 (October 31, 2023) and No. 2 (February 20, 2024) changed the fixed charge coverage and minimum EBITDA tests and waived the breaches for the periods ended September 30 and December 31, 2023, Amendment No. 2 also giving BRC a 'Keepwell' right to cure a breach with a capital contribution. After further minimum EBITDA breaches for the periods ended June 30 and September 30, 2024, BRC contributed $1.6 million on August 14, 2024 to cure the June breach; Amendment No. 4 (November 7, 2024) waived the September breach, reduced revolving sublimits, modified the coverage covenant, replaced the minimum EBITDA test with a minimum undrawn availability covenant; at the same time BRC repaid the term loan in full with $2.1 million of revolver advances and $7.5 million of its own cash."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c6cb1795abe7d8fc7b81cbe0","record":{"id":"display-claim-c6cb1795abe7d8fc7b81cbe0","kind":"analysis","text":"The PNC agreement was amended three more times in 2025, around a refinancing deadline. Amendment No. 5 (May 9, 2025) required quarterly revolver repayments of $2.5 million from September 30, 2025, cut commitments from $30.0 million to $25.0 million, required a $5.0 million repayment and commercially reasonable efforts to refinance by July 31, 2025, and set quarterly commitment fees of $0.25 million and a $1.0 million deferred fee if no refinancing occurred; Amendments No. 6 (July 25, 2025) and No. 7 (August 15, 2025) moved the date to August 15 and then August 20, 2025, with a revised $0.85 million deferred fee and amendment fees of $0.15 million and $0.1 million. On August 20, 2025 Targus and certain subsidiaries signed a three-year $30.0 million revolving credit, receivables purchase, security and guaranty agreement with FGI Worldwide LLC, as agent, maturing August 20, 2028, which repaid all PNC obligations. It is secured by all assets of the loan parties (about $147.2 million at December 31, 2025) and a pledge of the equity of Targus and its subsidiaries; as the agreement required, BRC's subsidiary B. Riley Commercial Capital, LLC raised its subordinated intercompany loan to Targus from $5.0 million to $10.0 million at closing and to $12.0 million on March 13, 2026.","source_ids":["src-002"],"entity_ids":["targus","pnc","fgi","brcc","brc"],"premise_claim_ids":["c-debt-targus-2025-amend","c-debt-targus-fgi"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The PNC agreement was amended three more times in 2025, around a refinancing deadline. Amendment No. 5 (May 9, 2025) required quarterly revolver repayments of $2.5 million from September 30, 2025, cut commitments from $30.0 million to $25.0 million, required a $5.0 million repayment and commercially reasonable efforts to refinance by July 31, 2025, and set quarterly commitment fees of $0.25 million and a $1.0 million deferred fee if no refinancing occurred; Amendments No. 6 (July 25, 2025) and No. 7 (August 15, 2025) moved the date to August 15 and then August 20, 2025, with a revised $0.85 million deferred fee and amendment fees of $0.15 million and $0.1 million. On August 20, 2025 Targus and certain subsidiaries signed a three-year $30.0 million revolving credit, receivables purchase, security and guaranty agreement with FGI Worldwide LLC, as agent, maturing August 20, 2028, which repaid all PNC obligations. It is secured by all assets of the loan parties (about $147.2 million at December 31, 2025) and a pledge of the equity of Targus and its subsidiaries; as the agreement required, BRC's subsidiary B. Riley Commercial Capital, LLC raised its subordinated intercompany loan to Targus from $5.0 million to $10.0 million at closing and to $12.0 million on March 13, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7705cbef7cd22164e10c5710","record":{"id":"display-claim-7705cbef7cd22164e10c5710","kind":"analysis","text":"bebe stores, inc. had its own term loan. After BRC obtained a majority interest on October 6, 2023, bebe's five-year $25.0 million term loan from SLR Credit Solutions was counted among BRC's term loans until it was repaid on October 25, 2024 at the closing of the Brands Transaction, the transfer of B. Riley Brand Management's interests in six consumer brands and three equity-method investments to a securitization vehicle whose financing funded an upfront payment to BRC of about $189.3 million; the repayment used $22.2 million of the proceeds plus $0.2 million of payoff expenses.","source_ids":["src-002"],"entity_ids":["bebe","brc","slr","br-brand-mgmt"],"premise_claim_ids":["c-debt-bebe-slr","c-sale-brands"],"qualification":"","response":"","outcome":""},"reading":"Analysis: bebe stores, inc. had its own term loan. After BRC obtained a majority interest on October 6, 2023, bebe's five-year $25.0 million term loan from SLR Credit Solutions was counted among BRC's term loans until it was repaid on October 25, 2024 at the closing of the Brands Transaction, the transfer of B. Riley Brand Management's interests in six consumer brands and three equity-method investments to a securitization vehicle whose financing funded an upfront payment to BRC of about $189.3 million; the repayment used $22.2 million of the proceeds plus $0.2 million of payoff expenses."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a92e5f27170ef6a3e7d27b35","record":{"id":"display-claim-a92e5f27170ef6a3e7d27b35","kind":"analysis","text":"Senior notes are most of the debt. Their total carrying amount was $1,530,561 thousand at December 31, 2024, net of $95 thousand of unamortized issuance costs, $1,301,798 thousand at December 31, 2025 and $1,129,966 thousand at June 30, 2026, when five issues remained: the 6.50% notes due September 30, 2026, the 5.00% notes due December 31, 2026, the 8.00% New Notes due January 1, 2028, the 6.00% notes due January 31, 2028 and the 5.25% notes due August 31, 2028. The weighted average interest rate was 5.59% at June 30, 2026 and 5.60% at the end of 2025. The table below gives each issue.","source_ids":["src-002","src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-notes-table"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Senior notes are most of the debt. Their total carrying amount was $1,530,561 thousand at December 31, 2024, net of $95 thousand of unamortized issuance costs, $1,301,798 thousand at December 31, 2025 and $1,129,966 thousand at June 30, 2026, when five issues remained: the 6.50% notes due September 30, 2026, the 5.00% notes due December 31, 2026, the 8.00% New Notes due January 1, 2028, the 6.00% notes due January 31, 2028 and the 5.25% notes due August 31, 2028. The weighted average interest rate was 5.59% at June 30, 2026 and 5.60% at the end of 2025. The table below gives each issue."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c496f1031a1ac43a13890560","record":{"id":"display-claim-c496f1031a1ac43a13890560","kind":"analysis","text":"The 2025 exchanges gave noteholders secured New Notes in place of their existing notes. BRC treated the five private exchanges of March 26, April 7, May 21, June 30 and July 11, 2025 as troubled debt restructurings: it issued $228.4 million principal of 8.00% New Notes due January 1, 2028 and recorded a $67.2 million gain. The New Notes were issued under an indenture of March 26, 2025 with GLAS Trust Company LLC as trustee and collateral agent; they are guaranteed by BRC's wholly owned restricted subsidiaries, subject to exclusions, and secured on a second-lien basis, junior to BRC's credit facility, by substantially all assets of BRC and the guarantors. Their $268.0 million carrying amount at December 31, 2025 includes $39.6 million of future undiscounted interest, and no future interest expense is recognized on them.","source_ids":["src-002"],"entity_ids":["brc","glas"],"premise_claim_ids":["c-debt-new-notes"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The 2025 exchanges gave noteholders secured New Notes in place of their existing notes. BRC treated the five private exchanges of March 26, April 7, May 21, June 30 and July 11, 2025 as troubled debt restructurings: it issued $228.4 million principal of 8.00% New Notes due January 1, 2028 and recorded a $67.2 million gain. The New Notes were issued under an indenture of March 26, 2025 with GLAS Trust Company LLC as trustee and collateral agent; they are guaranteed by BRC's wholly owned restricted subsidiaries, subject to exclusions, and secured on a second-lien basis, junior to BRC's credit facility, by substantially all assets of BRC and the guarantors. Their $268.0 million carrying amount at December 31, 2025 includes $39.6 million of future undiscounted interest, and no future interest expense is recognized on them."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-bc404eb8b7b0753ce09170a4","record":{"id":"display-claim-bc404eb8b7b0753ce09170a4","kind":"analysis","text":"In 2026 BRC redeemed one issue for cash and called a second. On March 30, 2026 it redeemed the whole $95,991 thousand principal of its 5.50% Senior Notes due 2026 at 100% plus accrued interest, and the notes, listed on Nasdaq as RILYK, were delisted. On August 28, 2026 it announced that it had called all $142,137,375 principal of its 6.50% Senior Notes due 2026 for redemption on September 29, 2026 at 100% plus accrued interest, with the RILYN listing to end that day; the cover page of its Form 8-K on the agreements of September 28, 2026 lists the common stock (RILY), the Series A (RILYP) and Series B (RILYL) depositary shares and the 5.00% 2026 (RILYG), 5.25% 2028 (RILYZ) and 6.00% 2028 (RILYT) notes as registered on the Nasdaq Global Market, without the 6.50% notes.","source_ids":["src-002","src-037","src-015"],"entity_ids":["brc","nasdaq"],"premise_claim_ids":["c-debt-redeem-550","c-debt-redeem-650"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In 2026 BRC redeemed one issue for cash and called a second. On March 30, 2026 it redeemed the whole $95,991 thousand principal of its 5.50% Senior Notes due 2026 at 100% plus accrued interest, and the notes, listed on Nasdaq as RILYK, were delisted. On August 28, 2026 it announced that it had called all $142,137,375 principal of its 6.50% Senior Notes due 2026 for redemption on September 29, 2026 at 100% plus accrued interest, with the RILYN listing to end that day; the cover page of its Form 8-K on the agreements of September 28, 2026 lists the common stock (RILY), the Series A (RILYP) and Series B (RILYL) depositary shares and the 5.00% 2026 (RILYG), 5.25% 2028 (RILYZ) and 6.00% 2028 (RILYT) notes as registered on the Nasdaq Global Market, without the 6.50% notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f269dfab079cd5d949098ab3","record":{"id":"display-claim-f269dfab079cd5d949098ab3","kind":"analysis","text":"BRC also retired notes by exchanging them for common stock with DBA Trading, LLC under Section 3(a)(9) of the Securities Act. In early 2026 it exchanged 224,226 units of the 5.50% notes for 621,604 shares on February 6; units of the 6.50%, 5.00% and 6.00% notes for 903,309 shares on February 27; units of the 5.00%, 6.50%, 5.25% and 6.00% notes for 2,240,000 shares on March 10, after which DBA Trading held more than 5% of the common stock; and 115,860 and 100,000 units of the 5.50% notes for 436,387 and 352,566 shares on March 13 and March 26. Over the first half of 2026 the exchanges covered $69.1 million principal of notes, $42.5 million of it in troubled debt restructurings, for 8,358,495 shares ($33.0 million for 3,804,629 shares in the second quarter); the shares had a fair value of $67.8 million at settlement prices of $6.60 to $9.34 per share, and BRC recognized a net gain on extinguishment of $1.3 million. On March 10, 2026 BRC also bought back $4.3 million of its 5.00% notes due December 31, 2026 in the market for $4.0 million.","source_ids":["src-002","src-003","src-014"],"entity_ids":["brc","dba-trading"],"premise_claim_ids":["c-debt-dba-exchanges","c-debt-dba-h1-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC also retired notes by exchanging them for common stock with DBA Trading, LLC under Section 3(a)(9) of the Securities Act. In early 2026 it exchanged 224,226 units of the 5.50% notes for 621,604 shares on February 6; units of the 6.50%, 5.00% and 6.00% notes for 903,309 shares on February 27; units of the 5.00%, 6.50%, 5.25% and 6.00% notes for 2,240,000 shares on March 10, after which DBA Trading held more than 5% of the common stock; and 115,860 and 100,000 units of the 5.50% notes for 436,387 and 352,566 shares on March 13 and March 26. Over the first half of 2026 the exchanges covered $69.1 million principal of notes, $42.5 million of it in troubled debt restructurings, for 8,358,495 shares ($33.0 million for 3,804,629 shares in the second quarter); the shares had a fair value of $67.8 million at settlement prices of $6.60 to $9.34 per share, and BRC recognized a net gain on extinguishment of $1.3 million. On March 10, 2026 BRC also bought back $4.3 million of its 5.00% notes due December 31, 2026 in the market for $4.0 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c26aa6a235425521d8490d7f","record":{"id":"display-claim-c26aa6a235425521d8490d7f","kind":"analysis","text":"BRC announced in August 2024 that it was suspending its common stock dividend to prioritize reducing debt; it paid $33.7 million of common dividends in 2024 and none in 2025. On January 21, 2025 it announced a temporary suspension of dividends on its Series A preferred stock and, as its 2024 annual report also states, on its Series B preferred stock; unpaid dividends accrue, and dividends in arrears on the Series A depositary shares were $5.7 million at December 31, 2025, against $0.8 million a year earlier.","source_ids":["src-002","src-088"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-common-dividend","c-debt-preferred-suspension"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC announced in August 2024 that it was suspending its common stock dividend to prioritize reducing debt; it paid $33.7 million of common dividends in 2024 and none in 2025. On January 21, 2025 it announced a temporary suspension of dividends on its Series A preferred stock and, as its 2024 annual report also states, on its Series B preferred stock; unpaid dividends accrue, and dividends in arrears on the Series A depositary shares were $5.7 million at December 31, 2025, against $0.8 million a year earlier."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-73b225d97b1709f720515f88","record":{"id":"display-claim-73b225d97b1709f720515f88","kind":"analysis","text":"On April 30, 2026 BRC did not pay the quarterly dividends on its Series A and Series B preferred stock, the sixth unpaid period since the suspension announced on January 21, 2025, so a 'Preferred Dividend Default' occurred under each certificate of designation. The certificates then enlarge the board by two seats and entitle the preferred holders to elect two additional directors until all accumulated dividends are paid; as of its second-quarter 2026 report BRC had not received a written demand meeting the requirements for a special meeting to elect them. Cumulative unpaid dividends included in the liquidation preference at June 30, 2026 were $7.3 million on the Series A and $4.8 million on the Series B preferred stock.","source_ids":["src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-preferred-default"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On April 30, 2026 BRC did not pay the quarterly dividends on its Series A and Series B preferred stock, the sixth unpaid period since the suspension announced on January 21, 2025, so a 'Preferred Dividend Default' occurred under each certificate of designation. The certificates then enlarge the board by two seats and entitle the preferred holders to elect two additional directors until all accumulated dividends are paid; as of its second-quarter 2026 report BRC had not received a written demand meeting the requirements for a special meeting to elect them. Cumulative unpaid dividends included in the liquidation preference at June 30, 2026 were $7.3 million on the Series A and $4.8 million on the Series B preferred stock."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5045d33dba9d56db70069c8d","record":{"id":"display-claim-5045d33dba9d56db70069c8d","kind":"analysis","text":"BRC filed its 2024 Form 10-K late, on September 19, 2025, and its first three 2025 quarterly reports were also late. Nasdaq's Listing Qualifications Staff sent Staff Determination Letters on April 3, May 21, August 20, October 1 and November 21, 2025 for non-compliance with Listing Rule 5250(c)(1); the letters did not result in suspension of trading or delisting. After a hearing on November 4, 2025, a Nasdaq Hearings Panel decided on November 18, 2025 to allow continued listing subject to conditions. BRC filed the three quarterly reports on November 18 and December 15, 2025 and January 14, 2026, and on January 27, 2026 Nasdaq confirmed that it had regained compliance and imposed a one-year 'Mandatory Panel Monitor', under which a further late filing during that year would not allow BRC to submit a compliance plan to the Staff.","source_ids":["src-002"],"entity_ids":["brc","nasdaq"],"premise_claim_ids":["c-debt-nasdaq"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC filed its 2024 Form 10-K late, on September 19, 2025, and its first three 2025 quarterly reports were also late. Nasdaq's Listing Qualifications Staff sent Staff Determination Letters on April 3, May 21, August 20, October 1 and November 21, 2025 for non-compliance with Listing Rule 5250(c)(1); the letters did not result in suspension of trading or delisting. After a hearing on November 4, 2025, a Nasdaq Hearings Panel decided on November 18, 2025 to allow continued listing subject to conditions. BRC filed the three quarterly reports on November 18 and December 15, 2025 and January 14, 2026, and on January 27, 2026 Nasdaq confirmed that it had regained compliance and imposed a one-year 'Mandatory Panel Monitor', under which a further late filing during that year would not allow BRC to submit a compliance plan to the Staff."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d0f61f67981c3b682d487546","record":{"id":"display-claim-d0f61f67981c3b682d487546","kind":"analysis","text":"Marcum LLP audited BRC's financial statements from fiscal 2006, and the board selected it again for 2023; its audit fees were $3,791,430 for 2022 and $2,321,824 for 2021. On September 8, 2025 the Audit Committee dismissed Marcum, effective on completion of its audit of the 2024 financial statements and internal control over financial reporting, which were included in the Form 10-K filed on September 19, 2025, and the same day approved BDO USA, P.C. as auditor for 2025, subject to BDO's client acceptance procedures. BRC states that Marcum's reports on the 2022 and 2023 statements contained no adverse opinion or disclaimer and that there were no disagreements with Marcum during 2023, 2024 and the interim period to September 8, 2025.","source_ids":["src-016","src-003"],"entity_ids":["marcum","brc","bdo"],"premise_claim_ids":["c-debt-marcum-tenure","c-debt-marcum-dismissal"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Marcum LLP audited BRC's financial statements from fiscal 2006, and the board selected it again for 2023; its audit fees were $3,791,430 for 2022 and $2,321,824 for 2021. On September 8, 2025 the Audit Committee dismissed Marcum, effective on completion of its audit of the 2024 financial statements and internal control over financial reporting, which were included in the Form 10-K filed on September 19, 2025, and the same day approved BDO USA, P.C. as auditor for 2025, subject to BDO's client acceptance procedures. BRC states that Marcum's reports on the 2022 and 2023 statements contained no adverse opinion or disclaimer and that there were no disagreements with Marcum during 2023, 2024 and the interim period to September 8, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-038b4dcddeec5c8504a27ec0","record":{"id":"display-claim-038b4dcddeec5c8504a27ec0","kind":"analysis","text":"In the same disclosure BRC listed material weaknesses in its internal control over financial reporting during 2023, 2024 and the interim period to September 8, 2025: IT general controls at subsidiaries (a B. Riley Advisory Holdings unit, Lingo Management, Tiger US Holdings and bebe stores); reliance on service-organization reports for Marconi Wireless and B. Riley Retail Solutions; management's review of level 3 investment valuations, the income tax provision and goodwill; journal entry review and approval; and management's review controls to identify and disclose material related party transactions.","source_ids":["src-003"],"entity_ids":["brc"],"premise_claim_ids":["c-debt-material-weaknesses"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In the same disclosure BRC listed material weaknesses in its internal control over financial reporting during 2023, 2024 and the interim period to September 8, 2025: IT general controls at subsidiaries (a B. Riley Advisory Holdings unit, Lingo Management, Tiger US Holdings and bebe stores); reliance on service-organization reports for Marconi Wireless and B. Riley Retail Solutions; management's review of level 3 investment valuations, the income tax provision and goodwill; journal entry review and approval; and management's review controls to identify and disclose material related party transactions."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9cbf4e32f10c507e7deab922","record":{"id":"display-claim-9cbf4e32f10c507e7deab922","kind":"analysis","text":"Before its appointment BDO informed BRC that it would not be independent for the 2025 audit, because BDO member firms had performed non-audit services (payroll, corporate secretarial, treasury and accounts payable, and third-party licensed software) for BRC affiliates during the audit period; those services were terminated in April 2025. BRC's Audit Committee and BDO nevertheless each concluded that the services would not impair BDO's objectivity and impartiality, citing among other reasons that they ceased before the appointment, were provided to a limited number of smaller foreign subsidiaries and were immaterial to both firms. BRC's annual report for 2025 names BDO USA, P.C. of Los Angeles (PCAOB firm ID 243) as its independent auditor. The latest proxy statement reports fees of $9,555,222 to BDO for 2025 ($9,511,596 audit and $43,626 tax) and $11,779,900 to Marcum for 2024, including $1,278,400 of audit-related fees that the proxy statement describes only as being “in connection with SEC investigation”, without further detail.","source_ids":["src-003","src-002"],"entity_ids":["bdo","brc","marcum"],"premise_claim_ids":["c-debt-bdo-independence","c-debt-bdo-auditor","c-debt-audit-fees"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Before its appointment BDO informed BRC that it would not be independent for the 2025 audit, because BDO member firms had performed non-audit services (payroll, corporate secretarial, treasury and accounts payable, and third-party licensed software) for BRC affiliates during the audit period; those services were terminated in April 2025. BRC's Audit Committee and BDO nevertheless each concluded that the services would not impair BDO's objectivity and impartiality, citing among other reasons that they ceased before the appointment, were provided to a limited number of smaller foreign subsidiaries and were immaterial to both firms. BRC's annual report for 2025 names BDO USA, P.C. of Los Angeles (PCAOB firm ID 243) as its independent auditor. The latest proxy statement reports fees of $9,555,222 to BDO for 2025 ($9,511,596 audit and $43,626 tax) and $11,779,900 to Marcum for 2024, including $1,278,400 of audit-related fees that the proxy statement describes only as being “in connection with SEC investigation”, without further detail."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e3ad8b9929e8872ae2df564b","record":{"id":"display-claim-e3ad8b9929e8872ae2df564b","kind":"analysis","text":"BRC's 2025 annual report lists three disposals completed in 2025: the majority-owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of about $68,638 thousand, part of the wealth management business on April 4, 2025 for $26,037 thousand, and the financial consulting business on June 27, 2025 for $117,800 thousand. Sales of assets in the Oaktree borrowing base during 2025 required BRC to repay $62.5 million of the Oaktree term loan and the $35.0 million delayed-draw facility in full.","source_ids":["src-002"],"entity_ids":["brc","acr","oaktree"],"premise_claim_ids":["c-sale-2025-summary","c-debt-oaktree-repay-2025"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 2025 annual report lists three disposals completed in 2025: the majority-owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of about $68,638 thousand, part of the wealth management business on April 4, 2025 for $26,037 thousand, and the financial consulting business on June 27, 2025 for $117,800 thousand. Sales of assets in the Oaktree borrowing base during 2025 required BRC to repay $62.5 million of the Oaktree term loan and the $35.0 million delayed-draw facility in full."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f1fce6b5a9f137a58a3f94e0","record":{"id":"display-claim-f1fce6b5a9f137a58a3f94e0","kind":"analysis","text":"BRC's second-quarter 2026 report shows no gain on sale or deconsolidation of businesses and no proceeds from sales of businesses in the first half of 2026, compared with a gain of $86.2 million and net proceeds of $94.9 million in the first half of 2025. The table below summarizes each disposal.","source_ids":["src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-sale-none-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's second-quarter 2026 report shows no gain on sale or deconsolidation of businesses and no proceeds from sales of businesses in the first half of 2026, compared with a gain of $86.2 million and net proceeds of $94.9 million in the first half of 2025. The table below summarizes each disposal."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-da7ddd6bc2c23d6159b6b625","record":{"id":"display-claim-da7ddd6bc2c23d6159b6b625","kind":"analysis","text":"In October 2024 BRC's subsidiary B. Riley Brand Management moved its brand interests into a securitization. It transferred to a subsidiary securitization financing vehicle its interests in the entities holding assets of six consumer brands and its equity-method investments in Hurley, Justice and Scotch & Soda (the 'Brands Transaction'); the vehicle issued notes and preferred stock secured by those interests to a third-party purchaser, and the proceeds funded an upfront payment to BRC of about $189.3 million.","source_ids":["src-002"],"entity_ids":["brc","br-brand-mgmt"],"premise_claim_ids":["c-sale-brands"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In October 2024 BRC's subsidiary B. Riley Brand Management moved its brand interests into a securitization. It transferred to a subsidiary securitization financing vehicle its interests in the entities holding assets of six consumer brands and its equity-method investments in Hurley, Justice and Scotch & Soda (the 'Brands Transaction'); the vehicle issued notes and preferred stock secured by those interests to a third-party purchaser, and the proceeds funded an upfront payment to BRC of about $189.3 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c16536b0c1034e4c6659d398","record":{"id":"display-claim-c16536b0c1034e4c6659d398","kind":"analysis","text":"The Transfer and Contribution Agreement of October 25, 2024 records B. Riley Brand Management LLC as transferor and BR Funding Holdings 2024-1 LLC as transferee. The transferred assets were 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, and the agreement sets the consideration as their fair market value as determined and agreed by the two parties rather than a stated amount. The same day the transferee entered into a note purchase and security agreement with the issuer BR Funding 2024-1 LLC, a servicer, Bluestar Alliance LLC as asset vehicle manager, the note and preference-share purchasers, and U.S. Bank entities as collateral agent and securities intermediary.","source_ids":["src-034"],"entity_ids":["br-brand-mgmt","br-funding-2024","bluestar"],"premise_claim_ids":["c-sale-brands-tca"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The Transfer and Contribution Agreement of October 25, 2024 records B. Riley Brand Management LLC as transferor and BR Funding Holdings 2024-1 LLC as transferee. The transferred assets were 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, and the agreement sets the consideration as their fair market value as determined and agreed by the two parties rather than a stated amount. The same day the transferee entered into a note purchase and security agreement with the issuer BR Funding 2024-1 LLC, a servicer, Bluestar Alliance LLC as asset vehicle manager, the note and preference-share purchasers, and U.S. Bank entities as collateral agent and securities intermediary."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fd2b7a5e37c523c32d5795cd","record":{"id":"display-claim-fd2b7a5e37c523c32d5795cd","kind":"analysis","text":"Also in October 2024 BRC's majority-owned subsidiary bebe stores, inc. sold its interests in entities holding certain brand assets for about $46.6 million in net cash. The membership interest purchase agreement of October 25, 2024 names HBN 120, LLC as buyer of bebe's 50.00% interest in BB Brand Holdings LLC for $33,500,000 and its 28.53% interest in BKST Brand Management LLC for $13,124,420, together $46,624,420. Of the proceeds, $22.2 million repaid bebe's credit agreement in full, with $0.2 million of payoff expenses, and the remainder was paid to BRC as a dividend.","source_ids":["src-002","src-035"],"entity_ids":["bebe","hbn120","brc"],"premise_claim_ids":["c-sale-bebe-brands"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Also in October 2024 BRC's majority-owned subsidiary bebe stores, inc. sold its interests in entities holding certain brand assets for about $46.6 million in net cash. The membership interest purchase agreement of October 25, 2024 names HBN 120, LLC as buyer of bebe's 50.00% interest in BB Brand Holdings LLC for $33,500,000 and its 28.53% interest in BKST Brand Management LLC for $13,124,420, together $46,624,420. Of the proceeds, $22.2 million repaid bebe's credit agreement in full, with $0.2 million of payoff expenses, and the remainder was paid to BRC as a dividend."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-352f0a592e545bc67a910c86","record":{"id":"display-claim-352f0a592e545bc67a910c86","kind":"analysis","text":"In November 2024 BRC and certain subsidiaries contributed their appraisal and valuation services, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings, LLC (GA Holdings), and third-party investors bought all class A preferred units and 52.6% of the class A common units for about $203.0 million. After amounts paid to minority holders and transaction expenses, about $167.1 million was distributed to BRC.","source_ids":["src-002"],"entity_ids":["brc","ga-holdings"],"premise_claim_ids":["c-sale-ga"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In November 2024 BRC and certain subsidiaries contributed their appraisal and valuation services, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings, LLC (GA Holdings), and third-party investors bought all class A preferred units and 52.6% of the class A common units for about $203.0 million. After amounts paid to minority holders and transaction expenses, about $167.1 million was distributed to BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7136fb5f909bbcc8d36d0608","record":{"id":"display-claim-7136fb5f909bbcc8d36d0608","kind":"analysis","text":"The equity purchase agreement of October 13, 2024 names the buyers as OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC and VOF Great American Holdings, L.P., each party to an equity commitment letter from Oaktree funds; the signature block of OCM SSF III Great American PT, L.P. runs through Oaktree Capital Management, L.P. as director of its general partner. The sellers were BR Financial Holdings, LLC, also acting as sellers' representative, and three individuals who held minority interests in the appraisal and valuation subsidiary B. Riley A&V and were to contribute them to GA Holdings before closing; GA Holdings itself was then a wholly owned subsidiary of BR Financial Holdings, and B. Riley Financial, Inc. signed as ultimate parent for one section only. The buyers acquired all class A preferred units and class A common units representing 52.591% of the class A common units for closing cash consideration of $203,000,000, less reimbursable transaction expenses and an escrow amount.","source_ids":["src-033"],"entity_ids":["ocm-ssf-iii-ga","opps-xii-ga","vof-ga","brfh","ga-holdings","brc","oaktree"],"premise_claim_ids":["c-sale-ga-epa"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The equity purchase agreement of October 13, 2024 names the buyers as OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC and VOF Great American Holdings, L.P., each party to an equity commitment letter from Oaktree funds; the signature block of OCM SSF III Great American PT, L.P. runs through Oaktree Capital Management, L.P. as director of its general partner. The sellers were BR Financial Holdings, LLC, also acting as sellers' representative, and three individuals who held minority interests in the appraisal and valuation subsidiary B. Riley A&V and were to contribute them to GA Holdings before closing; GA Holdings itself was then a wholly owned subsidiary of BR Financial Holdings, and B. Riley Financial, Inc. signed as ultimate parent for one section only. The buyers acquired all class A preferred units and class A common units representing 52.591% of the class A common units for closing cash consideration of $203,000,000, less reimbursable transaction expenses and an escrow amount."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-516c2b42f17123f23396b4ee","record":{"id":"display-claim-516c2b42f17123f23396b4ee","kind":"analysis","text":"BRC kept a minority stake: at June 30, 2026 it held 38.4% of GA Holdings, carried at $77.8 million ($83.3 million at December 31, 2025). Its GA Holdings interests also became the main collateral for the Oaktree term loan.","source_ids":["src-014","src-002"],"entity_ids":["brc","ga-holdings","sw-fund","brfh","oaktree"],"premise_claim_ids":["c-inv-equity-method","c-debt-oaktree-collateral"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC kept a minority stake: at June 30, 2026 it held 38.4% of GA Holdings, carried at $77.8 million ($83.3 million at December 31, 2025). Its GA Holdings interests also became the main collateral for the Oaktree term loan."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d1826d85d7d0e7b136e97416","record":{"id":"display-claim-d1826d85d7d0e7b136e97416","kind":"analysis","text":"On March 3, 2025 BRC, BR Financial Holdings (BRFH), B. Riley Environmental Holdings, LLC and other indirect subsidiaries, including Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, completed the sale of the group's recycling business. The interests held by BRFH and the minority holders were sold for $102.5 million, subject to adjustments and a holdback pending a third-party consent, giving BRC cash proceeds of $68.6 million after amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items. About $22.6 million of those proceeds paid interest, fees and principal on the Oaktree credit facility, and BRC recognized a $52.4 million gain.","source_ids":["src-014"],"entity_ids":["brc","brfh","br-environmental","acr","oaktree"],"premise_claim_ids":["c-sale-acr"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On March 3, 2025 BRC, BR Financial Holdings (BRFH), B. Riley Environmental Holdings, LLC and other indirect subsidiaries, including Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, completed the sale of the group's recycling business. The interests held by BRFH and the minority holders were sold for $102.5 million, subject to adjustments and a holdback pending a third-party consent, giving BRC cash proceeds of $68.6 million after amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items. About $22.6 million of those proceeds paid interest, fees and principal on the Oaktree credit facility, and BRC recognized a $52.4 million gain."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-93a73dab1625196f67ce68bb","record":{"id":"display-claim-93a73dab1625196f67ce68bb","kind":"analysis","text":"The membership interest purchase agreement, dated March 1, 2025, names Atlantic Coast Recycling Holdings, Inc. (Delaware) as purchaser and, as the other parties, the two recycling companies, their member ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, InfraNext Partners Holdings LLC and several individual holders. It sets a base purchase price of $96,454,261, less closing-date debt and transaction expenses, plus or minus a working-capital adjustment and plus capital expenditure reimbursement amounts. That base price is stated before those adjustments, whereas BRC's filings report a purchase price of $102.5 million; the cited records do not reconcile the two figures.","source_ids":["src-032"],"entity_ids":["acr-holdings","acr","reval","brc","brfh","br-environmental","brf-investments","infranext"],"premise_claim_ids":["c-sale-acr-mipa"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The membership interest purchase agreement, dated March 1, 2025, names Atlantic Coast Recycling Holdings, Inc. (Delaware) as purchaser and, as the other parties, the two recycling companies, their member ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, InfraNext Partners Holdings LLC and several individual holders. It sets a base purchase price of $96,454,261, less closing-date debt and transaction expenses, plus or minus a working-capital adjustment and plus capital expenditure reimbursement amounts. That base price is stated before those adjustments, whereas BRC's filings report a purchase price of $102.5 million; the cited records do not reconcile the two figures."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-589c9483024c527eb0dc2a08","record":{"id":"display-claim-589c9483024c527eb0dc2a08","kind":"analysis","text":"In April 2025 BRC sold a portion of its W-2 wealth management business to Stifel Financial Corp. for net cash consideration of $26.0 million. Stifel's own results release for the second quarter of 2025 states that it added 36 experienced financial advisors from B. Riley during that quarter.","source_ids":["src-002","src-038"],"entity_ids":["brc","stifel"],"premise_claim_ids":["c-sale-stifel"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In April 2025 BRC sold a portion of its W-2 wealth management business to Stifel Financial Corp. for net cash consideration of $26.0 million. Stifel's own results release for the second quarter of 2025 states that it added 36 experienced financial advisors from B. Riley during that quarter."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ad109c9e1954351718846be4","record":{"id":"display-claim-ad109c9e1954351718846be4","kind":"analysis","text":"In June 2025 BRC sold all membership interests of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services, and all shares of B. Riley Farber Advisory Inc., an Ontario corporation, for cash consideration of about $117.8 million. Under the equity purchase agreement of June 27, 2025, B. Riley Advisory Holdings, LLC sold GlassRatner to Gallop U.S. Acquireco Inc. (Delaware) and B. Riley Advisory US, Inc. sold Farber to 1001243443 Ontario Inc., with B. Riley Financial, Inc. a party as parent for specified sections; at closing the buyers were to pay $117,800,000.00 plus further adjustment items. The agreement refers to a confidentiality agreement effective September 10, 2024 between GlassRatner and TorQuest Partners Management Inc.","source_ids":["src-002","src-031"],"entity_ids":["brc","glassratner","farber","br-advisory-holdings","br-advisory-us","gallop","ontario-farber-buyer","torquest"],"premise_claim_ids":["c-sale-glassratner"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In June 2025 BRC sold all membership interests of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services, and all shares of B. Riley Farber Advisory Inc., an Ontario corporation, for cash consideration of about $117.8 million. Under the equity purchase agreement of June 27, 2025, B. Riley Advisory Holdings, LLC sold GlassRatner to Gallop U.S. Acquireco Inc. (Delaware) and B. Riley Advisory US, Inc. sold Farber to 1001243443 Ontario Inc., with B. Riley Financial, Inc. a party as parent for specified sections; at closing the buyers were to pay $117,800,000.00 plus further adjustment items. The agreement refers to a confidentiality agreement effective September 10, 2024 between GlassRatner and TorQuest Partners Management Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e1062a17d74e850e976cc289","record":{"id":"display-claim-e1062a17d74e850e976cc289","kind":"analysis","text":"The earliest of these exits was a minority stake. California Natural Resources Group, LLC (CalNRG) was a related party through BRC's approximately 25.0% equity stake, and BRC had guaranteed up to $7,375 thousand of CalNRG's bank credit facility; on May 23, 2024 BRC sold the stake for $9,272 thousand, realizing a gain of $254 thousand, with no commitments remaining.","source_ids":["src-002"],"entity_ids":["brc","calnrg"],"premise_claim_ids":["c-sale-calnrg"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The earliest of these exits was a minority stake. California Natural Resources Group, LLC (CalNRG) was a related party through BRC's approximately 25.0% equity stake, and BRC had guaranteed up to $7,375 thousand of CalNRG's bank credit facility; on May 23, 2024 BRC sold the stake for $9,272 thousand, realizing a gain of $254 thousand, with no commitments remaining."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2673e768395e7938b9c260a2","record":{"id":"display-claim-2673e768395e7938b9c260a2","kind":"analysis","text":"Nogin, an e-commerce subsidiary, was not sold. On March 31, 2025 BRC signed a deed of assignment for the benefit of creditors transferring all of Nogin's assets to an assignee. BRC deconsolidated Nogin, states that it no longer controls or owns Nogin's assets or has obligations to its creditors, does not expect to recover its investment, and recognized a $28.4 million deconsolidation gain in the first half of 2025. Certain Nogin creditors then filed an involuntary chapter 7 petition in a federal bankruptcy court in New York, and an order for relief moved the assignment to a liquidation.","source_ids":["src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-sale-nogin"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Nogin, an e-commerce subsidiary, was not sold. On March 31, 2025 BRC signed a deed of assignment for the benefit of creditors transferring all of Nogin's assets to an assignee. BRC deconsolidated Nogin, states that it no longer controls or owns Nogin's assets or has obligations to its creditors, does not expect to recover its investment, and recognized a $28.4 million deconsolidation gain in the first half of 2025. Certain Nogin creditors then filed an involuntary chapter 7 petition in a federal bankruptcy court in New York, and an order for relief moved the assignment to a liquidation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-97d8770b8f44ebc09aeb71b2","record":{"id":"display-claim-97d8770b8f44ebc09aeb71b2","kind":"analysis","text":"B. Riley Securities, Inc. was formed in Delaware on June 16, 1989, according to FINRA's BrokerCheck report, which gives its main office as 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia. It is registered with the SEC, two self-regulatory organizations and 53 U.S. states and territories, and is not suspended by any regulator.","source_ids":["src-022"],"entity_ids":["brs"],"premise_claim_ids":["c-id-brs-record"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley Securities, Inc. was formed in Delaware on June 16, 1989, according to FINRA's BrokerCheck report, which gives its main office as 1655 Fort Myer Drive, Suite 1200, Arlington, Virginia. It is registered with the SEC, two self-regulatory organizations and 53 U.S. states and territories, and is not suspended by any regulator."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a1ae8200e050497705765eeb","record":{"id":"display-claim-a1ae8200e050497705765eeb","kind":"analysis","text":"BRC's 2025 annual report names B. Riley Securities and B. Riley Wealth Management as its broker-dealer subsidiaries, both registered with the SEC, members of FINRA and subject to the SEC's net capital rule (Rule 15c3-1). At December 31, 2025 B. Riley Securities reported net capital of $79,560 thousand against a requirement of $5,167 thousand; B. Riley Wealth Management reported net capital of $7,521 thousand, down from $16,384 thousand a year earlier, against a requirement of $1,335 thousand.","source_ids":["src-002"],"entity_ids":["brc","brs","brwm"],"premise_claim_ids":["c-id-bd-net-capital"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 2025 annual report names B. Riley Securities and B. Riley Wealth Management as its broker-dealer subsidiaries, both registered with the SEC, members of FINRA and subject to the SEC's net capital rule (Rule 15c3-1). At December 31, 2025 B. Riley Securities reported net capital of $79,560 thousand against a requirement of $5,167 thousand; B. Riley Wealth Management reported net capital of $7,521 thousand, down from $16,384 thousand a year earlier, against a requirement of $1,335 thousand."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-8d06da3837913da13c1ea809","record":{"id":"display-claim-8d06da3837913da13c1ea809","kind":"analysis","text":"BrokerCheck shows a three-step ownership chain, each step at 75% or more: B. Riley Securities Holdings, Inc. has been the direct parent of B. Riley Securities since March 2025; BR Financial Holdings, LLC has been the parent of B. Riley Securities Holdings since April 2021; and BRC Group Holdings, Inc., a public reporting company, has been the parent of BR Financial Holdings since April 2021.","source_ids":["src-022"],"entity_ids":["brs","brsh","brfh","brc"],"premise_claim_ids":["c-id-brs-owners"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BrokerCheck shows a three-step ownership chain, each step at 75% or more: B. Riley Securities Holdings, Inc. has been the direct parent of B. Riley Securities since March 2025; BR Financial Holdings, LLC has been the parent of B. Riley Securities Holdings since April 2021; and BRC Group Holdings, Inc., a public reporting company, has been the parent of BR Financial Holdings since April 2021."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4cd27eb6e6c320b4dc413d3a","record":{"id":"display-claim-4cd27eb6e6c320b4dc413d3a","kind":"analysis","text":"In an announcement of April 20, 2026 BRC said it would pursue a repurchase of the approximately 8% of B. Riley Securities' shares that it did not already own, and that it intended to merge B. Riley Securities with B. Riley Wealth by the end of the year, subject to regulatory approval including FINRA approval under Rule 1017.","source_ids":["src-048"],"entity_ids":["brc","brs"],"premise_claim_ids":["c-id-brs-repurchase-plan"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In an announcement of April 20, 2026 BRC said it would pursue a repurchase of the approximately 8% of B. Riley Securities' shares that it did not already own, and that it intended to merge B. Riley Securities with B. Riley Wealth by the end of the year, subject to regulatory approval including FINRA approval under Rule 1017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-8e65884e9635ca791b1db760","record":{"id":"display-claim-8e65884e9635ca791b1db760","kind":"analysis","text":"BrokerCheck places the firm under common control of BRC Group Holdings with B. Riley Venture Capital, LLC (from December 12, 2024), B. Riley Wealth Private Shares (from September 2, 2021), B. Riley Wealth Advisors, Inc. (from February 25, 2021) and B. Riley Wealth Management (from July 3, 2017). B. Riley Securities clears trades on a fully disclosed basis through National Financial Services LLC, an arrangement effective November 1, 2017.","source_ids":["src-022"],"entity_ids":["brs","brc","brvc","brw-private-shares","brw-advisors","brwm","nfs"],"premise_claim_ids":["c-id-brs-affiliates"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BrokerCheck places the firm under common control of BRC Group Holdings with B. Riley Venture Capital, LLC (from December 12, 2024), B. Riley Wealth Private Shares (from September 2, 2021), B. Riley Wealth Advisors, Inc. (from February 25, 2021) and B. Riley Wealth Management (from July 3, 2017). B. Riley Securities clears trades on a fully disclosed basis through National Financial Services LLC, an arrangement effective November 1, 2017."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5a27b978c284b48cee3b08ab","record":{"id":"display-claim-5a27b978c284b48cee3b08ab","kind":"analysis","text":"In April 2026 B. Riley Securities announced that Bryant Riley had been appointed Executive Chairman, that Andy Moore was returning as Chief Executive Officer and that Joseph Nardini, its Head of Investment Banking, had been promoted to President. BrokerCheck's list of executive officers reflects the change: Andrew Thomas Moore as Chief Executive Officer and Bryant Richard Riley as Executive Chairman from April 2026, Patrice McNicoll and Joseph Robert Nardini as Co-Presidents from May and April 2026, Frank Pigott as General Counsel and Chief Compliance Officer from March 2026, Mary Ann Nell Swain as Chief Financial Officer from May 2026 and Janelle Regina Schutt as Controller since October 2008, each owning less than 5%.","source_ids":["src-048","src-022"],"entity_ids":["brs","bryant-riley","andrew-moore","joseph-nardini","patrice-mcnicoll","frank-pigott","janelle-schutt","mary-ann-swain"],"premise_claim_ids":["c-id-brs-leadership-2026","c-id-brs-officers"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In April 2026 B. Riley Securities announced that Bryant Riley had been appointed Executive Chairman, that Andy Moore was returning as Chief Executive Officer and that Joseph Nardini, its Head of Investment Banking, had been promoted to President. BrokerCheck's list of executive officers reflects the change: Andrew Thomas Moore as Chief Executive Officer and Bryant Richard Riley as Executive Chairman from April 2026, Patrice McNicoll and Joseph Robert Nardini as Co-Presidents from May and April 2026, Frank Pigott as General Counsel and Chief Compliance Officer from March 2026, Mary Ann Nell Swain as Chief Financial Officer from May 2026 and Janelle Regina Schutt as Controller since October 2008, each owning less than 5%."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-51bc1c75ef96c7370f5963c0","record":{"id":"display-claim-51bc1c75ef96c7370f5963c0","kind":"analysis","text":"FINRA's BrokerCheck report for B. Riley Securities, Inc. (firm record 25027) discloses 12 regulatory events, one civil event and one arbitration, all shown as final, with none pending or on appeal. Most date from the years when the firm operated as Friedman, Billings, Ramsey & Co., Inc. The most recent began on September 18, 2024, when the Options Clearing Corporation brought case 2024-07, alleging that the firm violated a protective measure imposed under OCC Rule 307 and failed to provide more frequent financial reporting on time; on September 24, 2024 the firm consented, without admitting or denying the allegations, to a final decision imposing a $20,000 sanction.","source_ids":["src-022"],"entity_ids":["brs","occ"],"premise_claim_ids":["c-reg-brs-summary","c-reg-occ-2024"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FINRA's BrokerCheck report for B. Riley Securities, Inc. (firm record 25027) discloses 12 regulatory events, one civil event and one arbitration, all shown as final, with none pending or on appeal. Most date from the years when the firm operated as Friedman, Billings, Ramsey & Co., Inc. The most recent began on September 18, 2024, when the Options Clearing Corporation brought case 2024-07, alleging that the firm violated a protective measure imposed under OCC Rule 307 and failed to provide more frequent financial reporting on time; on September 24, 2024 the firm consented, without admitting or denying the allegations, to a final decision imposing a $20,000 sanction."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-bfbbd03c0f01d78bd0dd1899","record":{"id":"display-claim-bfbbd03c0f01d78bd0dd1899","kind":"analysis","text":"Before that, the firm settled two matters in 2011 and 2007. In an Acceptance, Waiver and Consent resolved on April 5, 2011 (FINRA case 2010021642901) the firm was censured and fined $10,000, without admitting or denying the findings, for failing to report 26 transactions in TRACE-eligible securities within 15 minutes of execution and related reporting and recordkeeping failures. In one resolved on December 18, 2007 (case 2006006756301) it was censured, fined $50,000 and required to revise its written supervisory procedures, again without admitting or denying the findings, which were that the trade volume it advertised in private reporting services for one month substantially exceeded its executed volume and that it did not supervise that advertised volume.","source_ids":["src-022"],"entity_ids":["brs"],"premise_claim_ids":["c-reg-finra-2011","c-reg-finra-2007"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Before that, the firm settled two matters in 2011 and 2007. In an Acceptance, Waiver and Consent resolved on April 5, 2011 (FINRA case 2010021642901) the firm was censured and fined $10,000, without admitting or denying the findings, for failing to report 26 transactions in TRACE-eligible securities within 15 minutes of execution and related reporting and recordkeeping failures. In one resolved on December 18, 2007 (case 2006006756301) it was censured, fined $50,000 and required to revise its written supervisory procedures, again without admitting or denying the findings, which were that the trade volume it advertised in private reporting services for one month substantially exceeded its executed volume and that it did not supervise that advertised volume."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-05e8030e8af8d8191eadd4b1","record":{"id":"display-claim-05e8030e8af8d8191eadd4b1","kind":"analysis","text":"The two largest sanctions concern PIPE private placements. On December 20, 2006 the SEC filed settled charges in the U.S. District Court for the District of Columbia (Civil Action No. 06-CV-02160) against the predecessor broker-dealer Friedman, Billings, Ramsey & Co., Inc. (FBR) over the CompuDyne Corporation offering, alleging failures in its procedures for handling material nonpublic information, trading while aware of such information and unregistered sales. Without admitting or denying the allegations FBR consented to a permanent injunction and to disgorgement, prejudgment interest and civil penalties totalling $3,755,839, and on January 12, 2007 to an SEC order censuring it and requiring undertakings. In an NASD Acceptance, Waiver and Consent of the same December 20, 2006 (case 20050002450-04, concerning a private placement) FBR was censured and ordered to pay monetary sanctions of $5,047,546, consenting without admitting or denying the findings; the allegations stated that it failed to enforce its information-barrier procedures in connection with a PIPE private placement and traded in a proprietary market-making account before the public announcement while aware of material nonpublic information.","source_ids":["src-022","src-054"],"entity_ids":["brs","sec"],"premise_claim_ids":["c-reg-sec-2006-pipe","c-reg-nasd-2006-pipe"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The two largest sanctions concern PIPE private placements. On December 20, 2006 the SEC filed settled charges in the U.S. District Court for the District of Columbia (Civil Action No. 06-CV-02160) against the predecessor broker-dealer Friedman, Billings, Ramsey & Co., Inc. (FBR) over the CompuDyne Corporation offering, alleging failures in its procedures for handling material nonpublic information, trading while aware of such information and unregistered sales. Without admitting or denying the allegations FBR consented to a permanent injunction and to disgorgement, prejudgment interest and civil penalties totalling $3,755,839, and on January 12, 2007 to an SEC order censuring it and requiring undertakings. In an NASD Acceptance, Waiver and Consent of the same December 20, 2006 (case 20050002450-04, concerning a private placement) FBR was censured and ordered to pay monetary sanctions of $5,047,546, consenting without admitting or denying the findings; the allegations stated that it failed to enforce its information-barrier procedures in connection with a PIPE private placement and traded in a proprietary market-making account before the public announcement while aware of material nonpublic information."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c9a9e9f4dfc81cfc75e4964f","record":{"id":"display-claim-c9a9e9f4dfc81cfc75e4964f","kind":"analysis","text":"Two earlier matters concerned research. In an NASD Acceptance, Waiver and Consent of October 17, 2006 the firm was censured and fined $15,000, without admitting or denying the findings, for failing to enforce its written supervisory procedures over securities transactions by its research analysts and other associated persons. A settled SEC proceeding was resolved on August 25, 2004. BrokerCheck dates its start to July 1, 2003, while the conduct alleged falls in the period from July 1999 through November 2003: the SEC alleged that on one occasion in that period FBR had received a payment in connection with research coverage of an issuer without disclosing it in research reports, in violation of Section 17(b) of the Securities Act. The firm was censured, ordered to cease and desist and paid a $125,000 penalty on August 31, 2004; in its own statement it says it consented to the order without admitting or denying the matters set forth in it, other than those relating to the Commission's jurisdiction.","source_ids":["src-022"],"entity_ids":["brs","sec"],"premise_claim_ids":["c-reg-nasd-2006-research","c-reg-sec-2004-research"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two earlier matters concerned research. In an NASD Acceptance, Waiver and Consent of October 17, 2006 the firm was censured and fined $15,000, without admitting or denying the findings, for failing to enforce its written supervisory procedures over securities transactions by its research analysts and other associated persons. A settled SEC proceeding was resolved on August 25, 2004. BrokerCheck dates its start to July 1, 2003, while the conduct alleged falls in the period from July 1999 through November 2003: the SEC alleged that on one occasion in that period FBR had received a payment in connection with research coverage of an issuer without disclosing it in research reports, in violation of Section 17(b) of the Securities Act. The firm was censured, ordered to cease and desist and paid a $125,000 penalty on August 31, 2004; in its own statement it says it consented to the order without admitting or denying the matters set forth in it, other than those relating to the Commission's jurisdiction."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a70f66a794a46ec1e2acdcec","record":{"id":"display-claim-a70f66a794a46ec1e2acdcec","kind":"analysis","text":"The remaining regulatory events, all before 2006, carried fines of $15,000 or less. NASD censured Friedman, Billings, Ramsey & Co., Inc. and fined it $7,500 on July 19, 2005 (case CLG050108) for failing to classify an order as a covered order and publishing incorrect order-execution information under SEC Rule 11Ac1-5(b), without admitting or denying the allegations; fined the firm, then FBRC, $5,000 on January 15, 2004 (CMS040006) for incorrectly reporting 16 transactions to ACT and sending six inaccurate or incomplete reports to OATS, paid on February 12, 2004; censured it on December 30, 1999 (CMS990165) for recordkeeping, best-execution and trade-reporting violations, with a $15,000 fine and $4,625 plus interest in customer restitution, without admission or denial; and censured and fined it $7,500 in a matter initiated on May 1, 1998 and resolved on June 8, 1998 (CMS980047) for order-memorandum deficiencies and for failing to establish and enforce written supervisory procedures on trade reporting, best execution, order handling and recordkeeping, the fine paid on June 9, 1998. The earliest event is an Acceptance, Waiver and Consent filed on March 18, 1991 alleging violations of Article III, Section 1 of NASD rules and Rule 15c2-11, accepted by NASD committees in May and July 1991 with a $500 fine.","source_ids":["src-022"],"entity_ids":["brs"],"premise_claim_ids":["c-reg-nasd-2005","c-reg-nasd-2004","c-reg-nasd-1999","c-reg-nasd-1998","c-reg-nasd-1991"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The remaining regulatory events, all before 2006, carried fines of $15,000 or less. NASD censured Friedman, Billings, Ramsey & Co., Inc. and fined it $7,500 on July 19, 2005 (case CLG050108) for failing to classify an order as a covered order and publishing incorrect order-execution information under SEC Rule 11Ac1-5(b), without admitting or denying the allegations; fined the firm, then FBRC, $5,000 on January 15, 2004 (CMS040006) for incorrectly reporting 16 transactions to ACT and sending six inaccurate or incomplete reports to OATS, paid on February 12, 2004; censured it on December 30, 1999 (CMS990165) for recordkeeping, best-execution and trade-reporting violations, with a $15,000 fine and $4,625 plus interest in customer restitution, without admission or denial; and censured and fined it $7,500 in a matter initiated on May 1, 1998 and resolved on June 8, 1998 (CMS980047) for order-memorandum deficiencies and for failing to establish and enforce written supervisory procedures on trade reporting, best execution, order handling and recordkeeping, the fine paid on June 9, 1998. The earliest event is an Acceptance, Waiver and Consent filed on March 18, 1991 alleging violations of Article III, Section 1 of NASD rules and Rule 15c2-11, accepted by NASD committees in May and July 1991 with a $500 fine."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-487139dca91b874209bfbc00","record":{"id":"display-claim-487139dca91b874209bfbc00","kind":"analysis","text":"The firm's single disclosed arbitration, NASD case 00-03979, was filed on September 28, 2000 with claims of breach of contract, failure to supervise, negligence and failure to execute. The claimants sought $7,113,046. BrokerCheck records the disposition on December 17, 2004 as an award of $367,169.60 against a party it does not name in the summary.","source_ids":["src-022"],"entity_ids":["brs"],"premise_claim_ids":["c-reg-arbitration-2004"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The firm's single disclosed arbitration, NASD case 00-03979, was filed on September 28, 2000 with claims of breach of contract, failure to supervise, negligence and failure to execute. The claimants sought $7,113,046. BrokerCheck records the disposition on December 17, 2004 as an award of $367,169.60 against a party it does not name in the summary."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b27a58f202f3961519176b38","record":{"id":"display-claim-b27a58f202f3961519176b38","kind":"analysis","text":"BrokerCheck keeps a separate record for B. Riley & Co., LLC, a former broker-dealer of the group, which it describes as a limited liability company formed in Delaware on April 30, 2007, whose broker-dealer registration ran from January 3, 1997 to March 4, 2019. It ceased business on December 31, 2018 and reported owing no money or securities to customers or other brokerage firms. BrokerCheck lists B. Riley Financial, Inc. as its owner from November 2016, Thomas John Kelleher and Bryant Richard Riley as co-CEOs from August 2017 and Alan Neil Forman as General Counsel from June 2015, and shows it under common control of B. Riley Financial with Wunderlich Securities, Inc. (from July 3, 2017), MLV & Co. LLC and FBR Capital Markets & Co. (both from June 1, 2017) and B. Riley Capital Management, LLC.","source_ids":["src-083"],"entity_ids":["b-riley-co","brc","tom-kelleher","bryant-riley","alan-forman","brwm","brs","br-capital-mgmt"],"premise_claim_ids":["c-id-brco-record","c-id-brco-owners","c-id-brco-affiliates"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BrokerCheck keeps a separate record for B. Riley & Co., LLC, a former broker-dealer of the group, which it describes as a limited liability company formed in Delaware on April 30, 2007, whose broker-dealer registration ran from January 3, 1997 to March 4, 2019. It ceased business on December 31, 2018 and reported owing no money or securities to customers or other brokerage firms. BrokerCheck lists B. Riley Financial, Inc. as its owner from November 2016, Thomas John Kelleher and Bryant Richard Riley as co-CEOs from August 2017 and Alan Neil Forman as General Counsel from June 2015, and shows it under common control of B. Riley Financial with Wunderlich Securities, Inc. (from July 3, 2017), MLV & Co. LLC and FBR Capital Markets & Co. (both from June 1, 2017) and B. Riley Capital Management, LLC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f1d664dfa15f9d2df67454e1","record":{"id":"display-claim-f1d664dfa15f9d2df67454e1","kind":"analysis","text":"FINRA's BrokerCheck report for B. Riley & Co. shows six final regulatory events, none pending or on appeal. The largest is an NASD Acceptance, Waiver and Consent of August 1, 2007 (case 2005003303401) under which the firm was censured and fined a total of $265,000.","source_ids":["src-083"],"entity_ids":["b-riley-co"],"premise_claim_ids":["c-reg-brco-events"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FINRA's BrokerCheck report for B. Riley & Co. shows six final regulatory events, none pending or on appeal. The largest is an NASD Acceptance, Waiver and Consent of August 1, 2007 (case 2005003303401) under which the firm was censured and fined a total of $265,000."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ea2ec96a6c192e18630bb586","record":{"id":"display-claim-ea2ec96a6c192e18630bb586","kind":"analysis","text":"Babcock & Wilcox Enterprises, Inc. (B&W) lists BRC Group Holdings as its largest shareholder. Its 2026 proxy statement, relying on BRC's Schedule 13D/A of February 13, 2026, gives BRC 27,446,522 shares, or 20.4%: 15,573,362 held by B. Riley Securities, Inc., an indirect majority-owned subsidiary, and 11,873,160 held by BRF Investments, LLC, a wholly owned subsidiary. The proxy reports Bryant R. Riley as beneficial owner of 27,664,353 shares, a figure that includes the shares attributed to BRC.","source_ids":["src-090"],"entity_ids":["bw","brc","brs","brf-investments","bryant-riley"],"premise_claim_ids":["c-inv-bw-proxy-holding"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Babcock & Wilcox Enterprises, Inc. (B&W) lists BRC Group Holdings as its largest shareholder. Its 2026 proxy statement, relying on BRC's Schedule 13D/A of February 13, 2026, gives BRC 27,446,522 shares, or 20.4%: 15,573,362 held by B. Riley Securities, Inc., an indirect majority-owned subsidiary, and 11,873,160 held by BRF Investments, LLC, a wholly owned subsidiary. The proxy reports Bryant R. Riley as beneficial owner of 27,664,353 shares, a figure that includes the shares attributed to BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-688c40686143cadc1dd63922","record":{"id":"display-claim-688c40686143cadc1dd63922","kind":"analysis","text":"BRC's own reports give its voting interest in B&W as 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026, and BRC accounts for the investment under the fair value option. In BRC's portfolio at June 30, 2026 the B&W common stock was the largest listed holding, valued at $387.0 million against $174.0 million at December 31, 2025.","source_ids":["src-002","src-014"],"entity_ids":["brc","bw","doubledown","applied-digital","spacex"],"premise_claim_ids":["c-inv-bw-voting","c-inv-portfolio"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's own reports give its voting interest in B&W as 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026, and BRC accounts for the investment under the fair value option. In BRC's portfolio at June 30, 2026 the B&W common stock was the largest listed holding, valued at $387.0 million against $174.0 million at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b08ab15f3a69525a58a415aa","record":{"id":"display-claim-b08ab15f3a69525a58a415aa","kind":"analysis","text":"B&W's quarterly report for the period ended March 31, 2026 states that, based on Schedule 13D filings, B. Riley beneficially owned about 20% of B&W's common stock at that date, and that under an investor rights agreement entered into in April 2019 B. Riley may nominate one member of B&W's board and holds pre-emptive rights on certain future issuances of B&W equity. BRC's EDGAR owner page lists a report it filed in 2019 as a holder of more than 10% of B&W; the page shows the report's date, not how long the holding lasted or whether it continues. According to BRC's 2023 proxy statement, Bryant Riley was himself a B&W director from April 2019 to September 2020, and Brian Kahn's EDGAR owner record lists a B&W report as director and 10% owner dated August 13, 2019.","source_ids":["src-073","src-079","src-016","src-007"],"entity_ids":["bw","brc","biomerica","transact","eos","synchronoss","brpm-250","faze-holdings","quantum","frg","sonim","alta-equipment","magicjack","select-interior","bryant-riley","brpm-150","brian-kahn"],"premise_claim_ids":["c-inv-bw-irs","c-inv-10pct-reports","c-lead-riley-boards","c-kahn-kahn-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B&W's quarterly report for the period ended March 31, 2026 states that, based on Schedule 13D filings, B. Riley beneficially owned about 20% of B&W's common stock at that date, and that under an investor rights agreement entered into in April 2019 B. Riley may nominate one member of B&W's board and holds pre-emptive rights on certain future issuances of B&W equity. BRC's EDGAR owner page lists a report it filed in 2019 as a holder of more than 10% of B&W; the page shows the report's date, not how long the holding lasted or whether it continues. According to BRC's 2023 proxy statement, Bryant Riley was himself a B&W director from April 2019 to September 2020, and Brian Kahn's EDGAR owner record lists a B&W report as director and 10% owner dated August 13, 2019."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-077fe9e473b9497d04bc72a0","record":{"id":"display-claim-077fe9e473b9497d04bc72a0","kind":"analysis","text":"A short seller's report on B&W, whose publisher disclosed a short position in B&W securities, gives an account of how these ties began: in 2018 B&W raised capital through a rights offering involving B. Riley Financial and Vintage Capital Management, after which B. Riley-affiliated parties held about 30% of B&W's equity; Kenneth Young, then President of B. Riley, became B&W's chief executive in November 2018 under a consulting agreement; and a derivative action filed in Delaware against Young, B. Riley and Vintage, alleging breach of fiduciary duty and unjust enrichment, settled in 2023 for $4.75 million. The derivative complaint and settlement papers are not among the retained records, so the court, case number, settlement terms and any admission are not established here. Young's consulting arrangement, by contrast, is documented in BRC's and B&W's proxy statements.","source_ids":["src-092"],"entity_ids":["bw","brc","vcm","kenneth-young"],"premise_claim_ids":["c-inv-bw-rights-offering"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A short seller's report on B&W, whose publisher disclosed a short position in B&W securities, gives an account of how these ties began: in 2018 B&W raised capital through a rights offering involving B. Riley Financial and Vintage Capital Management, after which B. Riley-affiliated parties held about 30% of B&W's equity; Kenneth Young, then President of B. Riley, became B&W's chief executive in November 2018 under a consulting agreement; and a derivative action filed in Delaware against Young, B. Riley and Vintage, alleging breach of fiduciary duty and unjust enrichment, settled in 2023 for $4.75 million. The derivative complaint and settlement papers are not among the retained records, so the court, case number, settlement terms and any admission are not established here. Young's consulting arrangement, by contrast, is documented in BRC's and B&W's proxy statements."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9b6d15366af7750909e00673","record":{"id":"display-claim-9b6d15366af7750909e00673","kind":"analysis","text":"Kenneth M. Young, then BRC's President, became B&W's chief executive officer in November 2018, and until September 20, 2024 he served under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate. BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the arrangement with B&W ended, and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025.","source_ids":["src-090","src-003"],"entity_ids":["kenneth-young","bw","brpi-exec-consulting","brc"],"premise_claim_ids":["c-rp-young-bw"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Kenneth M. Young, then BRC's President, became B&W's chief executive officer in November 2018, and until September 20, 2024 he served under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate. BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the arrangement with B&W ended, and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-eef964d4a87a6f2d9246847e","record":{"id":"display-claim-eef964d4a87a6f2d9246847e","kind":"analysis","text":"BRC has also supported B&W's financing. On June 30, 2021 it agreed to guarantee up to $110,000,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with B&W's debt financing, the \"B. Riley Guaranty\", for which B&W paid it $935,000 a year. On December 22, 2021 BRC entered into a general agreement of indemnity in favour of one of B&W's sureties, agreeing to indemnify the surety against a default by B&W under a €30 million payment and performance bond issued for a B&W construction project; B&W paid BRC fees of $1,694,000 on January 20, 2022. The bond amount was reduced as contractual performance obligations were met, and BRC's indemnity obligation was €5 million at June 30, 2026.","source_ids":["src-016","src-014"],"entity_ids":["brc","bw"],"premise_claim_ids":["c-inv-bw-guaranty-2021","c-inv-bw-surety"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC has also supported B&W's financing. On June 30, 2021 it agreed to guarantee up to $110,000,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with B&W's debt financing, the \"B. Riley Guaranty\", for which B&W paid it $935,000 a year. On December 22, 2021 BRC entered into a general agreement of indemnity in favour of one of B&W's sureties, agreeing to indemnify the surety against a default by B&W under a €30 million payment and performance bond issued for a B&W construction project; B&W paid BRC fees of $1,694,000 on January 20, 2022. The bond amount was reduced as contractual performance obligations were met, and BRC's indemnity obligation was €5 million at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b71df4651f5f28537cf492ca","record":{"id":"display-claim-b71df4651f5f28537cf492ca","kind":"analysis","text":"On January 18, 2024 BRC guaranteed certain obligations of B&W under B&W's credit agreement of the same date with Axos Bank as administrative agent, with BRC's exposure for principal and unreimbursed letter-of-credit obligations capped at $150,000,000. B&W agreed to pay BRC a fee of 2.00% of the revolving commitments, which B&W's own report describes as an annual fee of about $3.0 million. BRC's obligations were suspended on June 18, 2025 until January 1, 2027, and the guarantee was terminated on February 25, 2026.","source_ids":["src-003","src-073"],"entity_ids":["brc","bw","axos"],"premise_claim_ids":["c-inv-bw-axos-guaranty"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On January 18, 2024 BRC guaranteed certain obligations of B&W under B&W's credit agreement of the same date with Axos Bank as administrative agent, with BRC's exposure for principal and unreimbursed letter-of-credit obligations capped at $150,000,000. B&W agreed to pay BRC a fee of 2.00% of the revolving commitments, which B&W's own report describes as an annual fee of about $3.0 million. BRC's obligations were suspended on June 18, 2025 until January 1, 2027, and the guarantee was terminated on February 25, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-20b4526d43ec3699afb3eb66","record":{"id":"display-claim-20b4526d43ec3699afb3eb66","kind":"analysis","text":"BRC earned underwriting, financial advisory and other fees from B&W's capital-raising activities of $0 in 2023, $3,849,648 in 2024 and $8,009,995 in 2025, and $12.5 million in the first six months of 2026, compared with $3.8 million in the same period of 2025. B&W's first-quarter 2026 report states that in April 2024 and November 2025 B&W entered into sales agreements with B. Riley, among others, for at-the-market sales of B&W common stock, with B. Riley entitled to 3.0% of the gross proceeds of shares sold through it as agent, and that in the first quarter of 2026 it engaged B. Riley as financial adviser for a cash fee of 3.0% of any qualified debt financing, with $5.0 million accrued at March 31, 2026. B&W's 2026 proxy statement describes a financial advisory agreement under which B. Riley Securities, Inc. receives a cash fee of $500,000 and 3% of the value of any completed financing.","source_ids":["src-014","src-003","src-073","src-090"],"entity_ids":["brc","bw","brs"],"premise_claim_ids":["c-inv-bw-fees","c-inv-bw-agent"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC earned underwriting, financial advisory and other fees from B&W's capital-raising activities of $0 in 2023, $3,849,648 in 2024 and $8,009,995 in 2025, and $12.5 million in the first six months of 2026, compared with $3.8 million in the same period of 2025. B&W's first-quarter 2026 report states that in April 2024 and November 2025 B&W entered into sales agreements with B. Riley, among others, for at-the-market sales of B&W common stock, with B. Riley entitled to 3.0% of the gross proceeds of shares sold through it as agent, and that in the first quarter of 2026 it engaged B. Riley as financial adviser for a cash fee of 3.0% of any qualified debt financing, with $5.0 million accrued at March 31, 2026. B&W's 2026 proxy statement describes a financial advisory agreement under which B. Riley Securities, Inc. receives a cash fee of $500,000 and 3% of the value of any completed financing."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4f4fcb6530c5e9e25eb650ff","record":{"id":"display-claim-4f4fcb6530c5e9e25eb650ff","kind":"analysis","text":"The same proxy statement asks B&W's shareholders to ratify the appointment of BDO USA, P.C. as B&W's independent registered public accounting firm; BDO USA, P.C. is also the auditor named in BRC's annual report for 2025.","source_ids":["src-090","src-002"],"entity_ids":["bw","bdo","brc"],"premise_claim_ids":["c-inv-bw-auditor","c-id-shares-auditor"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The same proxy statement asks B&W's shareholders to ratify the appointment of BDO USA, P.C. as B&W's independent registered public accounting firm; BDO USA, P.C. is also the auditor named in BRC's annual report for 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fd5dad1df9a0d8349665b421","record":{"id":"display-claim-fd5dad1df9a0d8349665b421","kind":"analysis","text":"B&W's first-quarter 2026 report sets out how the contract came about. In November 2025 B&W entered into a limited notice to proceed with Applied Digital for four 300-megawatt natural-gas power plants to supply an AI factory, and in connection with it issued Applied Digital 0.5 million shares and warrants. Effective February 26, 2026 B&W signed a definitive agreement for the project with Base Electron, which the report calls \"an IPP backed by Applied Digital\", that is, an independent power producer, for total consideration of $2.4 billion, of which $2.0 billion is variable charges, with operation targeted for 2029. B&W attributed $31.0 million of its first-quarter 2026 revenue increase to the Base Electron project.","source_ids":["src-073"],"entity_ids":["bw","applied-digital","base-electron"],"premise_claim_ids":["c-be-contract","c-be-revenue"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B&W's first-quarter 2026 report sets out how the contract came about. In November 2025 B&W entered into a limited notice to proceed with Applied Digital for four 300-megawatt natural-gas power plants to supply an AI factory, and in connection with it issued Applied Digital 0.5 million shares and warrants. Effective February 26, 2026 B&W signed a definitive agreement for the project with Base Electron, which the report calls \"an IPP backed by Applied Digital\", that is, an independent power producer, for total consideration of $2.4 billion, of which $2.0 billion is variable charges, with operation targeted for 2029. B&W attributed $31.0 million of its first-quarter 2026 revenue increase to the Base Electron project."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-754aed6d7d29767d067bc0e0","record":{"id":"display-claim-754aed6d7d29767d067bc0e0","kind":"analysis","text":"Applied Digital's filings describe its side of the arrangement. Applied Digital unconditionally guaranteed Base Electron's performance under a Design-Build Agreement of February 26, 2026 between Base Electron and The Babcock & Wilcox Company for a power plant of about 1.2 GW, with a right to end the guarantee on, among other events, payment of a termination fee of $50 million if paid by August 1, 2026, or $100 million; as partial consideration Base Electron issued Applied Digital about 10% of its equity, valued at $2.0 million. On March 18, 2026 Applied Digital assigned to Base Electron its right to buy 5,230,000 B&W shares, and B&W issued a warrant for those shares directly to Base Electron. Applied Digital's annual report for the year ended May 31, 2026 states that the guarantee was terminated on May 29, 2026, effective on payment of $37.0 million by Applied Digital on behalf of Base Electron, an amount added to a promissory note owed by Base Electron to Applied Digital.","source_ids":["src-081","src-093"],"entity_ids":["applied-digital","base-electron","bw-company","bw"],"premise_claim_ids":["c-be-apld-guarantee","c-be-warrant","c-be-guarantee-ended"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Applied Digital's filings describe its side of the arrangement. Applied Digital unconditionally guaranteed Base Electron's performance under a Design-Build Agreement of February 26, 2026 between Base Electron and The Babcock & Wilcox Company for a power plant of about 1.2 GW, with a right to end the guarantee on, among other events, payment of a termination fee of $50 million if paid by August 1, 2026, or $100 million; as partial consideration Base Electron issued Applied Digital about 10% of its equity, valued at $2.0 million. On March 18, 2026 Applied Digital assigned to Base Electron its right to buy 5,230,000 B&W shares, and B&W issued a warrant for those shares directly to Base Electron. Applied Digital's annual report for the year ended May 31, 2026 states that the guarantee was terminated on May 29, 2026, effective on payment of $37.0 million by Applied Digital on behalf of Base Electron, an amount added to a promissory note owed by Base Electron to Applied Digital."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3b6d8620c01519068f93b701","record":{"id":"display-claim-3b6d8620c01519068f93b701","kind":"analysis","text":"Applied Digital describes Base Electron as a Nevada corporation and independent power producer \"owned and managed by a combination of third parties, as well as certain officers and directors of the Company acting in their individual capacities\", the Company being Applied Digital; the passages do not name the third parties. Applied Digital's annual report lists Base Electron among entities with which its officers or directors may have relationships, notes that its chief executive Wes Cummins holds over 7% of its stock, and requires Audit Committee approval of transactions over $120,000 in which officers, directors or 5% holders have an interest. A commercial mirror of the Nevada business register lists Base Electron Corp. as an active Nevada domestic corporation, number E53945222025-7, with a registered agent in Carson City; its filing list shows an amendment after issuance of stock on February 26, 2026, an amended list on March 18, 2026, three office corrections on March 19, 2026 and further amended lists on April 14 and August 18, 2026. The content of these filings is not shown.","source_ids":["src-081","src-093","src-087"],"entity_ids":["applied-digital","base-electron","wes-cummins"],"premise_claim_ids":["c-be-ownership","c-be-register"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Applied Digital describes Base Electron as a Nevada corporation and independent power producer \"owned and managed by a combination of third parties, as well as certain officers and directors of the Company acting in their individual capacities\", the Company being Applied Digital; the passages do not name the third parties. Applied Digital's annual report lists Base Electron among entities with which its officers or directors may have relationships, notes that its chief executive Wes Cummins holds over 7% of its stock, and requires Audit Committee approval of transactions over $120,000 in which officers, directors or 5% holders have an interest. A commercial mirror of the Nevada business register lists Base Electron Corp. as an active Nevada domestic corporation, number E53945222025-7, with a registered agent in Carson City; its filing list shows an amendment after issuance of stock on February 26, 2026, an amended list on March 18, 2026, three office corrections on March 19, 2026 and further amended lists on April 14 and August 18, 2026. The content of these filings is not shown."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-53bfc5a38476d440749947fc","record":{"id":"display-claim-53bfc5a38476d440749947fc","kind":"analysis","text":"On March 12, 2026 a short seller that stated it was short B&W published a report asserting that B&W's counterparty was not Applied Digital but \"a newly minted entity backed by RILY called Base Electron\", that Base Electron had the same address as BRC's headquarters and that Bryant Riley was a director. According to a later class-action complaint, the report suggested that the deal's purpose might be to provide exit liquidity for BRC, and B&W's share price fell $1.71, or 11.59%, to $13.05 that day. These are assertions of a party positioned to profit from a fall in B&W's share price, later repeated by plaintiffs, and no court has assessed them. B&W and Applied Digital describe Base Electron as an independent power producer backed by Applied Digital and owned by third parties and certain Applied Digital officers and directors, without naming BRC or Bryant Riley. BRC's 2025 annual report refers generally to \"continuing unfounded allegations by short sellers and others\" in connection with matters since November 2023; no response by BRC or Bryant Riley to the Base Electron assertions was found in the retained records.","source_ids":["src-082","src-078","src-086","src-002"],"entity_ids":["bw","base-electron","brc","bryant-riley","applied-digital"],"premise_claim_ids":["c-be-short-report"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On March 12, 2026 a short seller that stated it was short B&W published a report asserting that B&W's counterparty was not Applied Digital but \"a newly minted entity backed by RILY called Base Electron\", that Base Electron had the same address as BRC's headquarters and that Bryant Riley was a director. According to a later class-action complaint, the report suggested that the deal's purpose might be to provide exit liquidity for BRC, and B&W's share price fell $1.71, or 11.59%, to $13.05 that day. These are assertions of a party positioned to profit from a fall in B&W's share price, later repeated by plaintiffs, and no court has assessed them. B&W and Applied Digital describe Base Electron as an independent power producer backed by Applied Digital and owned by third parties and certain Applied Digital officers and directors, without naming BRC or Bryant Riley. BRC's 2025 annual report refers generally to \"continuing unfounded allegations by short sellers and others\" in connection with matters since November 2023; no response by BRC or Bryant Riley to the Base Electron assertions was found in the retained records."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fa457c74ee51894cc178b0d2","record":{"id":"display-claim-fa457c74ee51894cc178b0d2","kind":"analysis","text":"Two short sellers' reports rely partly on reproduced register records. The March 2026 report reproduces an image of a Nevada register entry for BASE ELECTRON CORP., entity number E53945222025-7, incorporated on December 23, 2025, listing as directors from that date Bryant Riley and Wes Cummins, each at 11100 Santa Monica Blvd., Suite 800, Los Angeles, the business address BRC gives in its SEC filings, and a third individual. A second short seller's report on B&W states that Base Electron shared an address with B. Riley in Los Angeles when incorporated the previous December and that Bryant Riley was listed as a director until March 2026; it reproduces a register record updated on March 19, 2026 listing Wes Cummins as President and three other officers and directors, all at a Dallas address that Base Electron shares with Applied Digital. That publisher also disclosed a short position in B&W. Neither image was checked against the Nevada register itself; the first image's entity number matches the register mirror, which shows filings in mid-March 2026 but not their content. Riley's directorship of Base Electron therefore rests on these reproduced records and on the plaintiffs' allegations; the filings of B&W and Applied Digital do not name him.","source_ids":["src-086","src-001","src-092"],"entity_ids":["base-electron","bryant-riley","wes-cummins","brc","applied-digital"],"premise_claim_ids":["c-be-register-image","c-be-later-officers"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two short sellers' reports rely partly on reproduced register records. The March 2026 report reproduces an image of a Nevada register entry for BASE ELECTRON CORP., entity number E53945222025-7, incorporated on December 23, 2025, listing as directors from that date Bryant Riley and Wes Cummins, each at 11100 Santa Monica Blvd., Suite 800, Los Angeles, the business address BRC gives in its SEC filings, and a third individual. A second short seller's report on B&W states that Base Electron shared an address with B. Riley in Los Angeles when incorporated the previous December and that Bryant Riley was listed as a director until March 2026; it reproduces a register record updated on March 19, 2026 listing Wes Cummins as President and three other officers and directors, all at a Dallas address that Base Electron shares with Applied Digital. That publisher also disclosed a short position in B&W. Neither image was checked against the Nevada register itself; the first image's entity number matches the register mirror, which shows filings in mid-March 2026 but not their content. Riley's directorship of Base Electron therefore rests on these reproduced records and on the plaintiffs' allegations; the filings of B&W and Applied Digital do not name him."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2bcf0d62968a4349e162442a","record":{"id":"display-claim-2bcf0d62968a4349e162442a","kind":"analysis","text":"A securities class action filed on April 14, 2026 in the U.S. District Court for the Northern District of Ohio (Case No. 5:26-cv-00886) against Babcock & Wilcox Enterprises, its Chairman and CEO Kenneth M. Young and its CFO Cameron Frymyer seeks damages under Sections 10(b) and 20(a) of the Securities Exchange Act for purchasers of B&W securities between November 5, 2025 and March 11, 2026. It alleges that B&W failed to disclose the connection between its $2.4 billion counterparty Base Electron and B&W's largest shareholder, BRC, and BRC's Co-CEO Bryant Riley. BRC and Bryant Riley are not named as defendants. On August 3, 2026 the court denied a shareholder's motion to be appointed lead plaintiff and lifted the stay of case deadlines; no ruling on the merits appears in the docket copy, which was current to September 2026.","source_ids":["src-078","src-116"],"entity_ids":["bw","kenneth-young","base-electron","brc","bryant-riley"],"premise_claim_ids":["c-be-complaint"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A securities class action filed on April 14, 2026 in the U.S. District Court for the Northern District of Ohio (Case No. 5:26-cv-00886) against Babcock & Wilcox Enterprises, its Chairman and CEO Kenneth M. Young and its CFO Cameron Frymyer seeks damages under Sections 10(b) and 20(a) of the Securities Exchange Act for purchasers of B&W securities between November 5, 2025 and March 11, 2026. It alleges that B&W failed to disclose the connection between its $2.4 billion counterparty Base Electron and B&W's largest shareholder, BRC, and BRC's Co-CEO Bryant Riley. BRC and Bryant Riley are not named as defendants. On August 3, 2026 the court denied a shareholder's motion to be appointed lead plaintiff and lifted the stay of case deadlines; no ruling on the merits appears in the docket copy, which was current to September 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-44d64bc936e5bd64e274f7d6","record":{"id":"display-claim-44d64bc936e5bd64e274f7d6","kind":"analysis","text":"The plaintiffs and their lawyers allege that BRC \"stood on both sides\" of the Base Electron contract: that Bryant Riley was a Base Electron director from its founding on December 23, 2025 and its registered address matched BRC's headquarters; that on November 4, 2025 B&W entered into a sales agreement with BRC and another broker for an at-the-market offering of up to $200 million of B&W stock; and that on February 11, 2026 BRC sold its entire directly held B&W position for about $10.4 million at $9 a share, 140% above the price before the notice to proceed was announced. These allegations of the plaintiffs, also made in a plaintiffs' law-firm release, have not been adjudicated, and BRC and Riley are not defendants. The filings on the sale identify a different seller. A joint Form 4 filed on February 13, 2026 by BRC, BRF Investments, LLC, B. Riley Securities, Inc. and Bryant R. Riley reports the sale on February 11, 2026 of 1,155,382 B&W 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\". After the sale BRC's indirect holdings of 11,873,160 and 15,573,362 B&W shares remained. Under a stock purchase agreement dated and effective February 11, 2026, Bryant Riley, jointly with his spouse, and a Riley family trust sold the 1,155,382 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, and the buyer acknowledged that the sellers would amend their Schedule 13D and file a Form 4 because of their affiliate status with BRC.","source_ids":["src-072","src-078","src-080","src-079","src-111"],"entity_ids":["brc","bw","bryant-riley","base-electron","brf-investments","brs","brsh","afob","afo-blackberry"],"premise_claim_ids":["c-be-plaintiff-allegations","c-be-form4","c-be-spa"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The plaintiffs and their lawyers allege that BRC \"stood on both sides\" of the Base Electron contract: that Bryant Riley was a Base Electron director from its founding on December 23, 2025 and its registered address matched BRC's headquarters; that on November 4, 2025 B&W entered into a sales agreement with BRC and another broker for an at-the-market offering of up to $200 million of B&W stock; and that on February 11, 2026 BRC sold its entire directly held B&W position for about $10.4 million at $9 a share, 140% above the price before the notice to proceed was announced. These allegations of the plaintiffs, also made in a plaintiffs' law-firm release, have not been adjudicated, and BRC and Riley are not defendants. The filings on the sale identify a different seller. A joint Form 4 filed on February 13, 2026 by BRC, BRF Investments, LLC, B. Riley Securities, Inc. and Bryant R. Riley reports the sale on February 11, 2026 of 1,155,382 B&W 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\". After the sale BRC's indirect holdings of 11,873,160 and 15,573,362 B&W shares remained. Under a stock purchase agreement dated and effective February 11, 2026, Bryant Riley, jointly with his spouse, and a Riley family trust sold the 1,155,382 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, and the buyer acknowledged that the sellers would amend their Schedule 13D and file a Form 4 because of their affiliate status with BRC."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f4b2708e4ceac3daaa68dae8","record":{"id":"display-claim-f4b2708e4ceac3daaa68dae8","kind":"analysis","text":"Riley's own Schedule 13D on BRC explains where the money went. In Amendment No. 5, with an event date of February 13, 2026, he reported that he used the proceeds of a private sale of B&W shares to repay $10,398,438 of his revolving credit line with Axos Bank, 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 BRC shares pledged to Axos, 3,122,537 shares. He reported beneficial ownership of 6,985,856 BRC shares, 22.4% of 31,218,670 outstanding.","source_ids":["src-074"],"entity_ids":["bryant-riley","axos","brc","bw"],"premise_claim_ids":["c-be-axos-paydown"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley's own Schedule 13D on BRC explains where the money went. In Amendment No. 5, with an event date of February 13, 2026, he reported that he used the proceeds of a private sale of B&W shares to repay $10,398,438 of his revolving credit line with Axos Bank, 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 BRC shares pledged to Axos, 3,122,537 shares. He reported beneficial ownership of 6,985,856 BRC shares, 22.4% of 31,218,670 outstanding."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e852180f1da17d4258db9455","record":{"id":"display-claim-e852180f1da17d4258db9455","kind":"analysis","text":"Bryant 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.","source_ids":["src-003"],"entity_ids":["bryant-riley","brc","b-riley-co"],"premise_claim_ids":["c-lead-riley-roles"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Bryant 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-701b8d8b1e12f67cd4780fdc","record":{"id":"display-claim-701b8d8b1e12f67cd4780fdc","kind":"analysis","text":"FINRA 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.","source_ids":["src-044","src-006","src-003"],"entity_ids":["bryant-riley","brs","b-riley-co","riley-investment-mgmt","br-capital-mgmt","brw-private-shares","brc","biomerica"],"premise_claim_ids":["c-lead-riley-brokercheck","c-lead-riley-edgar","c-lead-riley-roles"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FINRA 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-5c5fe1bafb5466d86bfc9bcf","record":{"id":"display-claim-5c5fe1bafb5466d86bfc9bcf","kind":"analysis","text":"BRC'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.","source_ids":["src-016"],"entity_ids":["bryant-riley","frg","bw","sonim","select-interior","alta-equipment","eos","brpm-150","faze-holdings","brpm-250"],"premise_claim_ids":["c-lead-riley-boards"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC'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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3b66b3788c202f5486619400","record":{"id":"display-claim-3b66b3788c202f5486619400","kind":"analysis","text":"Riley'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.","source_ids":["src-006","src-003","src-016"],"entity_ids":["bryant-riley","frg","freedom-vcm-holdings"],"premise_claim_ids":["c-kahn-riley-frg-board"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley'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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c1442fae4109260ea3b8954a","record":{"id":"display-claim-c1442fae4109260ea3b8954a","kind":"analysis","text":"As 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.","source_ids":["src-016","src-055"],"entity_ids":["bryant-riley","brc","robert-antin"],"premise_claim_ids":["c-own-riley-2023-detail","c-own-chancery-stake"],"qualification":"","response":"","outcome":""},"reading":"Analysis: As 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-81b6492b2b082f4e38276c69","record":{"id":"display-claim-81b6492b2b082f4e38276c69","kind":"analysis","text":"In 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.","source_ids":["src-009","src-006"],"entity_ids":["bryant-riley","brc"],"premise_claim_ids":["c-own-riley-13d-2026","c-own-riley-sale-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d22ffac47f681cc2024c9058","record":{"id":"display-claim-d22ffac47f681cc2024c9058","kind":"analysis","text":"With 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.","source_ids":["src-003","src-021","src-011","src-074"],"entity_ids":["bryant-riley","axos","brc","bw"],"premise_claim_ids":["c-own-riley-pledge","c-be-axos-paydown"],"qualification":"","response":"","outcome":""},"reading":"Analysis: With 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-777dd4ddec0578292731f914","record":{"id":"display-claim-777dd4ddec0578292731f914","kind":"analysis","text":"The 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.","source_ids":["src-111","src-080","src-079"],"entity_ids":["bryant-riley","afob","afo-blackberry","bw","brc","brf-investments","brs","brsh"],"premise_claim_ids":["c-be-spa","c-be-form4"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9db1808a7d2704a929a203ee","record":{"id":"display-claim-9db1808a7d2704a929a203ee","kind":"analysis","text":"On 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.","source_ids":["src-044"],"entity_ids":["bryant-riley","b-riley-co"],"premise_claim_ids":["c-reg-riley-1998"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3ede8609662bb7c9c556208e","record":{"id":"display-claim-3ede8609662bb7c9c556208e","kind":"analysis","text":"Riley 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\".","source_ids":["src-043","src-099"],"entity_ids":["brc","frg","brian-kahn","bryant-riley","badcock","lauren-kahn","vcm","vop","andrew-laurence","freedom-vcm-holdings"],"premise_claim_ids":["c-kahn-approach-2023","c-kahn-consortium"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley 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\"."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-39c4b8b283085b82277b2991","record":{"id":"display-claim-39c4b8b283085b82277b2991","kind":"analysis","text":"On 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.","source_ids":["src-014","src-002"],"entity_ids":["brc","bryant-riley","sec","brian-kahn","frg","freedom-vcm-holdings"],"premise_claim_ids":["c-sec-subpoenas-2024"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-33544ff43a7fc57cd382e465","record":{"id":"display-claim-33544ff43a7fc57cd382e465","kind":"analysis","text":"Riley 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.","source_ids":["src-062","src-061","src-014","src-049","src-055","src-114","src-100"],"entity_ids":["brc","bryant-riley","phillip-ahn","tom-kelleher","brian-kahn","frg","vcm","frg-trust","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters"],"premise_claim_ids":["c-lit-sec-class-order","c-lit-sec-class-scienter","c-lit-trust-counts-riley","c-lit-delderiv-dismissal"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Riley 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."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2528c78248430a6129d6293d","record":{"id":"display-claim-2528c78248430a6129d6293d","kind":"analysis","text":"BRC's securities and other investments owned totalled $723.7 million at June 30, 2026, of which $541.4 million were equity securities at fair value. The largest listed holding was common stock of Babcock & Wilcox Enterprises, valued at $387.0 million against $174.0 million at December 31, 2025. Other holdings included DoubleDown Interactive Co., Ltd. shares worth $18.8 million, Applied Digital common stock worth $1.0 million and interests in investment funds holding SpaceX positions worth $83.0 million.","source_ids":["src-014"],"entity_ids":["brc","bw","doubledown","applied-digital","spacex"],"premise_claim_ids":["c-inv-securities","c-inv-portfolio"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's securities and other investments owned totalled $723.7 million at June 30, 2026, of which $541.4 million were equity securities at fair value. The largest listed holding was common stock of Babcock & Wilcox Enterprises, valued at $387.0 million against $174.0 million at December 31, 2025. Other holdings included DoubleDown Interactive Co., Ltd. shares worth $18.8 million, Applied Digital common stock worth $1.0 million and interests in investment funds holding SpaceX positions worth $83.0 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-30943cfc2fbcc534da374a00","record":{"id":"display-claim-30943cfc2fbcc534da374a00","kind":"analysis","text":"Two stakes are carried under the equity method. At June 30, 2026 BRC held 38.4% of Great American Holdings, LLC, carried at $77.8 million ($83.3 million at December 31, 2025), and 22.6% of SW-B. Riley Retail Opportunity Fund, carried at $7.0 million, for total equity-method investments of $84.8 million.","source_ids":["src-014"],"entity_ids":["brc","ga-holdings","sw-fund"],"premise_claim_ids":["c-inv-equity-method"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Two stakes are carried under the equity method. At June 30, 2026 BRC held 38.4% of Great American Holdings, LLC, carried at $77.8 million ($83.3 million at December 31, 2025), and 22.6% of SW-B. Riley Retail Opportunity Fund, carried at $7.0 million, for total equity-method investments of $84.8 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-95e2284088538278148aa2ed","record":{"id":"display-claim-95e2284088538278148aa2ed","kind":"analysis","text":"BRC's ties to Applied Digital Corporation include share purchases and links through senior managers of BRC subsidiaries. According to a Schedule 13D/A filed by Wesley Cummins, B. Riley Asset Management, LLC, of which Cummins was President, bought 605,000 Applied Digital shares on the open market between January 12 and May 17, 2023 for about $1,663,900 paid from its working capital. BRC's 2025 annual report treated Applied Digital as a related party because Applied Digital's chief executive officer was a member of senior management of a BRC subsidiary until February 5, 2024, and another senior manager of a BRC subsidiary, who left on March 31, 2025, sat on Applied Digital's board. Applied Digital ceased to be a related party after March 31, 2025; BRC had earned $393 thousand of underwriting and financial advisory fees from it in 2024.","source_ids":["src-066","src-002"],"entity_ids":["wes-cummins","bram","applied-digital","brc"],"premise_claim_ids":["c-inv-apld-bram","c-inv-apld-related"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's ties to Applied Digital Corporation include share purchases and links through senior managers of BRC subsidiaries. According to a Schedule 13D/A filed by Wesley Cummins, B. Riley Asset Management, LLC, of which Cummins was President, bought 605,000 Applied Digital shares on the open market between January 12 and May 17, 2023 for about $1,663,900 paid from its working capital. BRC's 2025 annual report treated Applied Digital as a related party because Applied Digital's chief executive officer was a member of senior management of a BRC subsidiary until February 5, 2024, and another senior manager of a BRC subsidiary, who left on March 31, 2025, sat on Applied Digital's board. Applied Digital ceased to be a related party after March 31, 2025; BRC had earned $393 thousand of underwriting and financial advisory fees from it in 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-534d3ed5457712ba164742fd","record":{"id":"display-claim-534d3ed5457712ba164742fd","kind":"analysis","text":"Under a stock purchase agreement of September 3, 2025, filed with Wesley Cummins's Schedule 13D/A, three BRC subsidiaries bought 400,000 Applied Digital shares from him at $15.26 a share: B. Riley Principal Investments, LLC took 160,000 shares for $2,441,600, and B. Riley Principal Capital, LLC and B. Riley Wealth Management Holdings, Inc. 120,000 shares each for $1,831,200. Bryant Riley signed for B. Riley Principal Investments as Co-CEO.","source_ids":["src-067"],"entity_ids":["wes-cummins","applied-digital","brpi","brpc","brwmh","bryant-riley"],"premise_claim_ids":["c-inv-apld-spa-2025"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Under a stock purchase agreement of September 3, 2025, filed with Wesley Cummins's Schedule 13D/A, three BRC subsidiaries bought 400,000 Applied Digital shares from him at $15.26 a share: B. Riley Principal Investments, LLC took 160,000 shares for $2,441,600, and B. Riley Principal Capital, LLC and B. Riley Wealth Management Holdings, Inc. 120,000 shares each for $1,831,200. Bryant Riley signed for B. Riley Principal Investments as Co-CEO."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-28b54c4a5d2b865158eac050","record":{"id":"display-claim-28b54c4a5d2b865158eac050","kind":"analysis","text":"B. Riley Principal Capital, B. Riley Principal Investments and B. Riley Wealth Management Holdings appear in an index of exhibits filed with the SEC among the parties to the sixth amendment, dated June 26, 2026, of a preferred equity purchase agreement between Applied Digital and investment entities; the index names the parties, but the amendment's text is not among the retained records. BRC valued its Applied Digital preferred stock at $80.0 million at June 30, 2026, against $41.1 million at December 31, 2025.","source_ids":["src-084","src-014"],"entity_ids":["applied-digital","brpc","brpi","brwmh","brc"],"premise_claim_ids":["c-inv-apld-preferred"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley Principal Capital, B. Riley Principal Investments and B. Riley Wealth Management Holdings appear in an index of exhibits filed with the SEC among the parties to the sixth amendment, dated June 26, 2026, of a preferred equity purchase agreement between Applied Digital and investment entities; the index names the parties, but the amendment's text is not among the retained records. BRC valued its Applied Digital preferred stock at $80.0 million at June 30, 2026, against $41.1 million at December 31, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-33ba0101128517ae500028ad","record":{"id":"display-claim-33ba0101128517ae500028ad","kind":"analysis","text":"On August 25, 2026 B. Riley Principal Capital, LLC, a BRC subsidiary held through B. Riley Securities Holdings, Inc., of which BRC is the majority holder, bought 460,080 Biomerica Inc shares at $1.60 a share, $736,128 in all, in a private placement under a securities purchase agreement of August 20, 2026. The related Schedule 13D reports the stake as 10.03% of 4,588,968 shares outstanding, but gives the holding as 480,060 shares in Item 5.","source_ids":["src-013","src-012"],"entity_ids":["brpc","biomerica","brc","brsh"],"premise_claim_ids":["c-inv-biomerica"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On August 25, 2026 B. Riley Principal Capital, LLC, a BRC subsidiary held through B. Riley Securities Holdings, Inc., of which BRC is the majority holder, bought 460,080 Biomerica Inc shares at $1.60 a share, $736,128 in all, in a private placement under a securities purchase agreement of August 20, 2026. The related Schedule 13D reports the stake as 10.03% of 4,588,968 shares outstanding, but gives the holding as 480,060 shares in Item 5."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-db1e1d6516bdabd936d8e50e","record":{"id":"display-claim-db1e1d6516bdabd936d8e50e","kind":"analysis","text":"With its August 2026 purchase of Biomerica shares, B. Riley Principal Capital became entitled to appoint a representative to Biomerica's board, and Biomerica engaged B. Riley Securities, Inc. as its exclusive financial adviser on potential strategic transactions for an initial term of 24 months. In the same Schedule 13D, BRC, B. Riley Principal Capital and Bryant R. Riley stated that in the previous five years none of them, nor any executive officer or director of BRC listed in its Schedule A, had been convicted in a criminal proceeding or become subject, through a civil or administrative proceeding, to a judgment, decree or final order enjoining or prohibiting securities-law violations or finding such a violation. That is the filers' own statement in a required disclosure item: it covers convictions and such judgments or orders only, and does not address pending proceedings, subpoenas or matters settled without such an order.","source_ids":["src-012"],"entity_ids":["brpc","biomerica","brs","brc","bryant-riley"],"premise_claim_ids":["c-inv-biomerica-board","c-inv-13d-statement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: With its August 2026 purchase of Biomerica shares, B. Riley Principal Capital became entitled to appoint a representative to Biomerica's board, and Biomerica engaged B. Riley Securities, Inc. as its exclusive financial adviser on potential strategic transactions for an initial term of 24 months. In the same Schedule 13D, BRC, B. Riley Principal Capital and Bryant R. Riley stated that in the previous five years none of them, nor any executive officer or director of BRC listed in its Schedule A, had been convicted in a criminal proceeding or become subject, through a civil or administrative proceeding, to a judgment, decree or final order enjoining or prohibiting securities-law violations or finding such a violation. That is the filers' own statement in a required disclosure item: it covers convictions and such judgments or orders only, and does not address pending proceedings, subpoenas or matters settled without such an order."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-49cbdfd00576738f7ba29f0f","record":{"id":"display-claim-49cbdfd00576738f7ba29f0f","kind":"analysis","text":"On September 28, 2026 BRC, its wholly owned subsidiary 1001755979 Ontario Inc. and Sangoma Technologies Corporation signed an arrangement agreement under which the subsidiary is to acquire all Sangoma shares through a court-approved plan of arrangement under Ontario's Business Corporations Act. Each Sangoma share is to receive 0.04767 of a BRC share and US$4.925 in cash. Completion requires at least 66⅔% of the votes cast by Sangoma shareholders and court and regulatory approvals, and is expected to close in January 2027; Sangoma would owe a US$5,397,000 termination fee in certain circumstances, and its directors and senior officers, holding about 27% of its shares, signed voting support agreements. The agreement refers to a confidentiality agreement between Sangoma and BRC dated April 6, 2026.","source_ids":["src-015","src-094"],"entity_ids":["brc","ontario-purchaser","sangoma"],"premise_claim_ids":["c-inv-sangoma-agreement"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On September 28, 2026 BRC, its wholly owned subsidiary 1001755979 Ontario Inc. and Sangoma Technologies Corporation signed an arrangement agreement under which the subsidiary is to acquire all Sangoma shares through a court-approved plan of arrangement under Ontario's Business Corporations Act. Each Sangoma share is to receive 0.04767 of a BRC share and US$4.925 in cash. Completion requires at least 66⅔% of the votes cast by Sangoma shareholders and court and regulatory approvals, and is expected to close in January 2027; Sangoma would owe a US$5,397,000 termination fee in certain circumstances, and its directors and senior officers, holding about 27% of its shares, signed voting support agreements. The agreement refers to a confidentiality agreement between Sangoma and BRC dated April 6, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-344ddcb27bba17af3a21957f","record":{"id":"display-claim-344ddcb27bba17af3a21957f","kind":"analysis","text":"BRC, as parent, unconditionally and irrevocably guaranteed to Sangoma the payment and performance of the obligations of the purchaser, an Ontario corporation; Bryant Riley signed both for BRC, as Chairman and Co-CEO, and for the purchaser, as authorized signatory. In their joint announcement the two companies put Sangoma's enterprise value at about US$204 million and the premium at about 47% to its closing price on the Toronto Stock Exchange as of September 28, 2026, and said Sangoma shareholders would hold about 4% of BRC's shares after completion, with Sangoma operating as part of BRC Telecom.","source_ids":["src-094","src-109"],"entity_ids":["brc","sangoma","ontario-purchaser","bryant-riley"],"premise_claim_ids":["c-inv-sangoma-guarantee","c-inv-sangoma-release"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC, as parent, unconditionally and irrevocably guaranteed to Sangoma the payment and performance of the obligations of the purchaser, an Ontario corporation; Bryant Riley signed both for BRC, as Chairman and Co-CEO, and for the purchaser, as authorized signatory. In their joint announcement the two companies put Sangoma's enterprise value at about US$204 million and the premium at about 47% to its closing price on the Toronto Stock Exchange as of September 28, 2026, and said Sangoma shareholders would hold about 4% of BRC's shares after completion, with Sangoma operating as part of BRC Telecom."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-cee37069f1f61f262fc72fa0","record":{"id":"display-claim-cee37069f1f61f262fc72fa0","kind":"analysis","text":"BRC's 8-K states that the Sangoma acquisition will be funded with debt and equity contributions of about $38 million from BRC and about $16 million from its telecommunications subsidiaries. Banc of California, Axos Bank and Israel Discount Bank of New York issued a commitment letter to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC for $212,255,000 of senior secured term loans, expected to amend and refinance the telecom subsidiaries' credit agreement of January 6, 2025, under which $71,500,000 was outstanding at September 30, 2026.","source_ids":["src-015"],"entity_ids":["brc","sangoma","banc-of-california","axos","idb-ny","brpac","united-online","ymax","lingo"],"premise_claim_ids":["c-inv-sangoma-financing"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 8-K states that the Sangoma acquisition will be funded with debt and equity contributions of about $38 million from BRC and about $16 million from its telecommunications subsidiaries. Banc of California, Axos Bank and Israel Discount Bank of New York issued a commitment letter to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC for $212,255,000 of senior secured term loans, expected to amend and refinance the telecom subsidiaries' credit agreement of January 6, 2025, under which $71,500,000 was outstanding at September 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ca2755d4c1bc93e75319bcf9","record":{"id":"display-claim-ca2755d4c1bc93e75319bcf9","kind":"analysis","text":"BRC's loans to The Arena Group Holdings, Inc. (formerly theMaven, Inc.) were carried at $98,729,000 at December 31, 2022. On August 31, 2023 the loan was increased by $6,000,000 at 10.0% interest with maturity on December 31, 2026. Bryant Riley and his affiliates held more than 5% of Arena's shares during 2023. On December 1, 2023 BRC and Riley sold their equity and debt interests in Arena, which then ceased to be a related party; BRC's interest income on the loan was $10,882,000 in 2023.","source_ids":["src-011"],"entity_ids":["brc","arena","bryant-riley"],"premise_claim_ids":["c-inv-arena"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's loans to The Arena Group Holdings, Inc. (formerly theMaven, Inc.) were carried at $98,729,000 at December 31, 2022. On August 31, 2023 the loan was increased by $6,000,000 at 10.0% interest with maturity on December 31, 2026. Bryant Riley and his affiliates held more than 5% of Arena's shares during 2023. On December 1, 2023 BRC and Riley sold their equity and debt interests in Arena, which then ceased to be a related party; BRC's interest income on the loan was $10,882,000 in 2023."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-45f25d620aeca056b8c339dd","record":{"id":"display-claim-45f25d620aeca056b8c339dd","kind":"analysis","text":"On February 27, 2023 B. Riley Commercial Capital, LLC lent $31.5 million to Exela Receivables 3 Holdco, LLC at Term SOFR plus 7.50%. The loan was later assigned to another wholly owned BRC subsidiary and, on July 29, 2025, amended so that XBP Americas, LLC, a company under common control with the original borrower, became the borrower; the maturity was extended to September 30, 2026. Outstanding principal fell from $15.8 million at December 31, 2025 to $9.5 million at June 30, 2026.","source_ids":["src-014"],"entity_ids":["brcc","exela-holdco","xbp","brc"],"premise_claim_ids":["c-inv-exela"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On February 27, 2023 B. Riley Commercial Capital, LLC lent $31.5 million to Exela Receivables 3 Holdco, LLC at Term SOFR plus 7.50%. The loan was later assigned to another wholly owned BRC subsidiary and, on July 29, 2025, amended so that XBP Americas, LLC, a company under common control with the original borrower, became the borrower; the maturity was extended to September 30, 2026. Outstanding principal fell from $15.8 million at December 31, 2025 to $9.5 million at June 30, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-ac35af13c06a02840c2964e5","record":{"id":"display-claim-ac35af13c06a02840c2964e5","kind":"analysis","text":"BRC lent to two companies in which it holds equity. When the Great American transaction closed on November 15, 2024, BRC gave Great American Holdings, LLC, a related party because of BRC's equity investment and board representation, a $25 million secured revolving credit facility at SOFR plus 4.75%, temporarily raised to $40 million from March 10 to June 30, 2025, and provided accounting, technology and administrative services under a transition services agreement; the facility was repaid in full and terminated on October 16, 2025. On February 27, 2025 BRC and other lenders entered into a credit agreement with GA Joann Retail Partnership, LLC, formed that month, for $52 million of commitments, of which BRC committed $24.7 million at 10.00% interest paid in kind; that loan was repaid in full on April 7, 2025, and BRC treats the partnership as a related party because of its equity investment with significant influence.","source_ids":["src-014"],"entity_ids":["brc","ga-holdings","ga-joann"],"premise_claim_ids":["c-inv-ga-holdings-credit","c-inv-ga-joann"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC lent to two companies in which it holds equity. When the Great American transaction closed on November 15, 2024, BRC gave Great American Holdings, LLC, a related party because of BRC's equity investment and board representation, a $25 million secured revolving credit facility at SOFR plus 4.75%, temporarily raised to $40 million from March 10 to June 30, 2025, and provided accounting, technology and administrative services under a transition services agreement; the facility was repaid in full and terminated on October 16, 2025. On February 27, 2025 BRC and other lenders entered into a credit agreement with GA Joann Retail Partnership, LLC, formed that month, for $52 million of commitments, of which BRC committed $24.7 million at 10.00% interest paid in kind; that loan was repaid in full on April 7, 2025, and BRC treats the partnership as a related party because of its equity investment with significant influence."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6278e9023a115b718a881dd4","record":{"id":"display-claim-6278e9023a115b718a881dd4","kind":"analysis","text":"On May 26, 2026 BRC bought from a strategic asset company $20 million of a delayed-draw term loan to Enovum NC-1 Venture, LLC, a subsidiary of a public AI-infrastructure company; Enovum received $19.4 million. The loan bears 9.50% interest payable in cash or in kind, matures on August 24, 2026 subject to a 30-day extension and carries a minimum return of 1.1 times principal, or $22 million.","source_ids":["src-014"],"entity_ids":["brc","enovum"],"premise_claim_ids":["c-inv-enovum"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On May 26, 2026 BRC bought from a strategic asset company $20 million of a delayed-draw term loan to Enovum NC-1 Venture, LLC, a subsidiary of a public AI-infrastructure company; Enovum received $19.4 million. The loan bears 9.50% interest payable in cash or in kind, matures on August 24, 2026 subject to a 30-day extension and carries a minimum return of 1.1 times principal, or $22 million."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-69f8001cc706d08ae7dcaad3","record":{"id":"display-claim-69f8001cc706d08ae7dcaad3","kind":"analysis","text":"BRC has also written put options. Under two agreements of April and September 2025, the latter later amended, unnamed issuers may require BRC to buy up to $15 million of their convertible preferred stock before March 24, 2027 and up to $2.0 billion before August 27, 2029, subject to limits. The quarterly report states that BRC bought $375 million of preferred shares in the first half of 2026 under the April 2025 agreement, although it lists the two caps in the same order as the April and September agreements; it does not reconcile the two statements or name the issuers.","source_ids":["src-014"],"entity_ids":["brc"],"premise_claim_ids":["c-inv-written-puts"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC has also written put options. Under two agreements of April and September 2025, the latter later amended, unnamed issuers may require BRC to buy up to $15 million of their convertible preferred stock before March 24, 2027 and up to $2.0 billion before August 27, 2029, subject to limits. The quarterly report states that BRC bought $375 million of preferred shares in the first half of 2026 under the April 2025 agreement, although it lists the two caps in the same order as the April and September agreements; it does not reconcile the two statements or name the issuers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-645bd494e4f8dea42572d472","record":{"id":"display-claim-645bd494e4f8dea42572d472","kind":"analysis","text":"On June 15, 2026 BRC announced that between 2018 and 2021 its wealth management business had facilitated client investments of about $233 million in SpaceX through special purpose vehicles in which BRC subsidiaries hold carried interest. Using SpaceX's closing price of $160.95 on June 12, 2026, BRC estimated the gross value of that carried interest at about $84.2 million and its expected net proceeds at about $70.4 million; the figures are BRC's own unaudited estimate at a single day's share price.","source_ids":["src-112"],"entity_ids":["brc","spacex"],"premise_claim_ids":["c-inv-spacex"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On June 15, 2026 BRC announced that between 2018 and 2021 its wealth management business had facilitated client investments of about $233 million in SpaceX through special purpose vehicles in which BRC subsidiaries hold carried interest. Using SpaceX's closing price of $160.95 on June 12, 2026, BRC estimated the gross value of that carried interest at about $84.2 million and its expected net proceeds at about $70.4 million; the figures are BRC's own unaudited estimate at a single day's share price."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e7f56904e955e0cf68bfdd01","record":{"id":"display-claim-e7f56904e955e0cf68bfdd01","kind":"analysis","text":"In the second quarter of 2026 BRC recorded $16.3 million of carried-interest income, mainly from investment funds holding SpaceX positions, in its Wealth Management segment and a further $12.9 million in its other non-reportable segments, partly offset by finder-fee commissions from Applied Digital that were $2.4 million lower.","source_ids":["src-014"],"entity_ids":["brc","spacex","applied-digital"],"premise_claim_ids":["c-inv-carried-interest-q2"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In the second quarter of 2026 BRC recorded $16.3 million of carried-interest income, mainly from investment funds holding SpaceX positions, in its Wealth Management segment and a further $12.9 million in its other non-reportable segments, partly offset by finder-fee commissions from Applied Digital that were $2.4 million lower."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-8d93664aed6b1880fe37368e","record":{"id":"display-claim-8d93664aed6b1880fe37368e","kind":"analysis","text":"BRC's EDGAR owner page lists the ownership reports it has filed as a holder of more than 10% of Biomerica (2026), TransAct Technologies (2022), Eos Energy Enterprises (2021), Synchronoss Technologies (2021), B. Riley Principal 250 Merger Corp. (2021), FaZe Holdings (2021), Quantum Corp (2019), Liberty Tax, now Franchise Group (2019), Babcock & Wilcox Enterprises (2019), Sonim Technologies (2019), Alta Equipment Group (2019) and magicJack VocalTec (2018), and as director and more-than-10% owner of Select Interior Concepts (2020). The years are those the page shows for each issuer; it does not show how long the stakes were held or which are current.","source_ids":["src-079"],"entity_ids":["brc","biomerica","transact","eos","synchronoss","brpm-250","faze-holdings","quantum","frg","bw","sonim","alta-equipment","magicjack","select-interior"],"premise_claim_ids":["c-inv-10pct-reports"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's EDGAR owner page lists the ownership reports it has filed as a holder of more than 10% of Biomerica (2026), TransAct Technologies (2022), Eos Energy Enterprises (2021), Synchronoss Technologies (2021), B. Riley Principal 250 Merger Corp. (2021), FaZe Holdings (2021), Quantum Corp (2019), Liberty Tax, now Franchise Group (2019), Babcock & Wilcox Enterprises (2019), Sonim Technologies (2019), Alta Equipment Group (2019) and magicJack VocalTec (2018), and as director and more-than-10% owner of Select Interior Concepts (2020). The years are those the page shows for each issuer; it does not show how long the stakes were held or which are current."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b8da2c07b6166eb229ebd4ab","record":{"id":"display-claim-b8da2c07b6166eb229ebd4ab","kind":"analysis","text":"In an August 2022 amendment to its Schedule 13D on Eos Energy Enterprises, Inc., BRC reported that its subsidiary BRF Investments, LLC directly owned 3,615,062 Eos shares and warrants for 325,000 shares, together 7.1% of Eos's common stock.","source_ids":["src-059"],"entity_ids":["brf-investments","eos","brc"],"premise_claim_ids":["c-inv-eos"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In an August 2022 amendment to its Schedule 13D on Eos Energy Enterprises, Inc., BRC reported that its subsidiary BRF Investments, LLC directly owned 3,615,062 Eos shares and warrants for 325,000 shares, together 7.1% of Eos's common stock."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-630ee0df41bbecdb749dc002","record":{"id":"display-claim-630ee0df41bbecdb749dc002","kind":"analysis","text":"In an amendment to its Schedule 13D on Synchronoss Technologies signed on March 18, 2025, BRC reported that B. Riley Principal Investments, LLC held 15,000 Synchronoss shares and B. Riley Securities, Inc. 496,474 shares. It stated that on March 11, 2025 it had separated B. Riley Securities' parent from BRC, with B. Riley Securities establishing a board independent of BRC, so that BRC no longer beneficially owned the shares held by B. Riley Securities. That statement concerns beneficial ownership of the Synchronoss shares for Schedule 13D purposes; BRC's later filings continue to report a majority holding in B. Riley Securities Holdings, Inc. Schedule A to the same filing lists Bryant R. Riley as Chief Executive Officer and a member of the Board of Managers of B. Riley Capital Management, LLC, and Thomas J. Kelleher as its President and a member of its Board of Managers, as well as Co-Executive Chairman and director of B. Riley Securities, Inc. An SEC exhibit index separately lists a note repurchase agreement of June 28, 2024 among BRF Investments LLC, B. Riley Securities Inc. and Synchronoss, with the two BRC subsidiaries as holders of the notes.","source_ids":["src-103","src-084"],"entity_ids":["brc","brpi","brs","brsh","synchronoss","bryant-riley","tom-kelleher","br-capital-mgmt","brf-investments"],"premise_claim_ids":["c-inv-synchronoss","c-inv-brcm-officers","c-inv-synchronoss-notes"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In an amendment to its Schedule 13D on Synchronoss Technologies signed on March 18, 2025, BRC reported that B. Riley Principal Investments, LLC held 15,000 Synchronoss shares and B. Riley Securities, Inc. 496,474 shares. It stated that on March 11, 2025 it had separated B. Riley Securities' parent from BRC, with B. Riley Securities establishing a board independent of BRC, so that BRC no longer beneficially owned the shares held by B. Riley Securities. That statement concerns beneficial ownership of the Synchronoss shares for Schedule 13D purposes; BRC's later filings continue to report a majority holding in B. Riley Securities Holdings, Inc. Schedule A to the same filing lists Bryant R. Riley as Chief Executive Officer and a member of the Board of Managers of B. Riley Capital Management, LLC, and Thomas J. Kelleher as its President and a member of its Board of Managers, as well as Co-Executive Chairman and director of B. Riley Securities, Inc. An SEC exhibit index separately lists a note repurchase agreement of June 28, 2024 among BRF Investments LLC, B. Riley Securities Inc. and Synchronoss, with the two BRC subsidiaries as holders of the notes."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a5f7870bac8081fcc1ec8496","record":{"id":"display-claim-a5f7870bac8081fcc1ec8496","kind":"analysis","text":"B. Riley Principal Capital II, LLC acts as investor in registration rights agreements, according to an index of exhibits filed with the SEC, with Monogram Orthopaedics Inc. (July 19, 2023), GCT Semiconductor Holding, Inc. (April 23, 2024), Stardust Power Inc. (October 7, 2024), Actuate Therapeutics, Inc. (March 27, 2025), Heidmar Maritime Holdings Corp. (June 6, 2025) and TOP Ships Inc. (April 24, 2026); the same index lists it among the parties to a securities purchase agreement of Sky Harbour Group Corporation filed on November 2, 2023. The index records the agreements and their parties only; their terms are not among the retained records.","source_ids":["src-084","src-104"],"entity_ids":["brpc-ii","monogram","gct-semi","stardust-power","actuate","heidmar","top-ships","sky-harbour"],"premise_claim_ids":["c-inv-brpc2"],"qualification":"","response":"","outcome":""},"reading":"Analysis: B. Riley Principal Capital II, LLC acts as investor in registration rights agreements, according to an index of exhibits filed with the SEC, with Monogram Orthopaedics Inc. (July 19, 2023), GCT Semiconductor Holding, Inc. (April 23, 2024), Stardust Power Inc. (October 7, 2024), Actuate Therapeutics, Inc. (March 27, 2025), Heidmar Maritime Holdings Corp. (June 6, 2025) and TOP Ships Inc. (April 24, 2026); the same index lists it among the parties to a securities purchase agreement of Sky Harbour Group Corporation filed on November 2, 2023. The index records the agreements and their parties only; their terms are not among the retained records."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-70059a9f9eaa57e8c9f0eb8b","record":{"id":"display-claim-70059a9f9eaa57e8c9f0eb8b","kind":"analysis","text":"A Schedule 13D filed in May 2021 on B. Riley Principal 250 Merger Corp., a blank-check company, describes its sponsor, B. Riley Principal 250 Sponsor Co., LLC, as owned and controlled by B. Riley Principal Investments, LLC and B. Riley Financial. B. Riley Principal Investments, a Delaware company investing in securities, was the sponsor's sole member and a wholly owned subsidiary of B. Riley Financial, and it, B. Riley Financial and Bryant R. Riley, as Co-CEO and Chairman, could be deemed indirect beneficial owners of the sponsor's securities. EDGAR's record for the SPAC (CIK 0001844211) classifies it under SIC 6770, blank checks, lists no ticker or exchange and includes Forms 25-NSE and 15-12G, used for removal from listing and termination of registration.","source_ids":["src-051","src-097"],"entity_ids":["brpm-250-sponsor","brpm-250","brpi","brc","bryant-riley"],"premise_claim_ids":["c-inv-brpm250-sponsor","c-inv-brpm250-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: A Schedule 13D filed in May 2021 on B. Riley Principal 250 Merger Corp., a blank-check company, describes its sponsor, B. Riley Principal 250 Sponsor Co., LLC, as owned and controlled by B. Riley Principal Investments, LLC and B. Riley Financial. B. Riley Principal Investments, a Delaware company investing in securities, was the sponsor's sole member and a wholly owned subsidiary of B. Riley Financial, and it, B. Riley Financial and Bryant R. Riley, as Co-CEO and Chairman, could be deemed indirect beneficial owners of the sponsor's securities. EDGAR's record for the SPAC (CIK 0001844211) classifies it under SIC 6770, blank checks, lists no ticker or exchange and includes Forms 25-NSE and 15-12G, used for removal from listing and termination of registration."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-c709f2d35d7caf48681d8ea6","record":{"id":"display-claim-c709f2d35d7caf48681d8ea6","kind":"analysis","text":"BRC Trust was formed on January 6, 2025 to take over and liquidate the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership. BRC owns 13.3% of the trust's equity and BRC's related parties 58.2%; because BRC directs the trust's activities it is the primary beneficiary and consolidates the trust as a variable interest entity, with 86.6% of the equity shown as noncontrolling interest.","source_ids":["src-014"],"entity_ids":["brc-trust","brcpof","brc"],"premise_claim_ids":["c-inv-brc-trust"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC Trust was formed on January 6, 2025 to take over and liquidate the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership. BRC owns 13.3% of the trust's equity and BRC's related parties 58.2%; because BRC directs the trust's activities it is the primary beneficiary and consolidates the trust as a variable interest entity, with 86.6% of the equity shown as noncontrolling interest."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-b4fb272038feb4c1a5329489","record":{"id":"display-claim-b4fb272038feb4c1a5329489","kind":"analysis","text":"On October 18, 2022 BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus). Mikel Williams, then a BRC director and Targus's chief executive, resigned from BRC's board that day and stayed on as Targus chief executive with an annual salary of about $615,000. His Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he received performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024.","source_ids":["src-016"],"entity_ids":["brc","targus","mikel-williams"],"premise_claim_ids":["c-inv-targus"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On October 18, 2022 BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus). Mikel Williams, then a BRC director and Targus's chief executive, resigned from BRC's board that day and stayed on as Targus chief executive with an annual salary of about $615,000. His Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he received performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-09f481bf958386d678ee143f","record":{"id":"display-claim-09f481bf958386d678ee143f","kind":"analysis","text":"BRC's 2026 proxy statement lists eight directors as of March 26, 2026: Bryant R. Riley and Thomas J. Kelleher, with no committee seats; Robert L. Antin, on the Compensation Committee and the Environmental, Social and Corporate Governance (ESG) Committee; Tammy Brandt, on the Compensation Committee; Robert D’Agostino, on the Audit and Compensation committees; Renée E. LaBran, on the Audit and ESG committees; Randall E. Paulson, on the Audit Committee; and Mimi K. Walters.","source_ids":["src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","mimi-walters"],"premise_claim_ids":["c-lead-board-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 2026 proxy statement lists eight directors as of March 26, 2026: Bryant R. Riley and Thomas J. Kelleher, with no committee seats; Robert L. Antin, on the Compensation Committee and the Environmental, Social and Corporate Governance (ESG) Committee; Tammy Brandt, on the Compensation Committee; Robert D’Agostino, on the Audit and Compensation committees; Renée E. LaBran, on the Audit and ESG committees; Randall E. Paulson, on the Audit Committee; and Mimi K. Walters."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-42849557eea16811b97275e5","record":{"id":"display-claim-42849557eea16811b97275e5","kind":"analysis","text":"Robert D’Agostino did not stand for re-election at the annual meeting held on May 19, 2026, and his term ended at the start of that meeting; the company stated that his decision was not due to any disagreement with it on its operations, policies or practices. At the meeting stockholders elected the other seven directors, Bryant R. Riley, Thomas J. Kelleher, Robert L. Antin, Tammy Brandt, Renée E. LaBran, Randall E. Paulson and Mimi K. Walters. They also ratified BDO USA, P.C. as auditor for 2026 and approved executive compensation in an advisory vote of 10,707,112 for and 1,742,371 against.","source_ids":["src-003","src-085"],"entity_ids":["robert-dagostino","brc","bryant-riley","tom-kelleher","robert-antin","tammy-brandt","renee-labran","randall-paulson","mimi-walters","bdo"],"premise_claim_ids":["c-lead-dagostino-exit","c-lead-agm-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Robert D’Agostino did not stand for re-election at the annual meeting held on May 19, 2026, and his term ended at the start of that meeting; the company stated that his decision was not due to any disagreement with it on its operations, policies or practices. At the meeting stockholders elected the other seven directors, Bryant R. Riley, Thomas J. Kelleher, Robert L. Antin, Tammy Brandt, Renée E. LaBran, Randall E. Paulson and Mimi K. Walters. They also ratified BDO USA, P.C. as auditor for 2026 and approved executive compensation in an advisory vote of 10,707,112 for and 1,742,371 against."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-4144fbd9790cf6c7247beffb","record":{"id":"display-claim-4144fbd9790cf6c7247beffb","kind":"analysis","text":"In its 2025 proxy statement the board determined that seven directors, Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon and Mimi Walters, were independent under Nasdaq Marketplace Rule 5605(a)(2), and that Bryant Riley and Thomas Kelleher were not independent because they are employees. The Delaware Court of Chancery examined director ties separately, when it ruled on whether a stockholder derivative plaintiff had to make a demand on the board first. It assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley. The court noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play”, declined to address the remaining four directors, and described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships. That holding concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose.","source_ids":["src-021","src-055"],"entity_ids":["brc","robert-antin","tammy-brandt","robert-dagostino","renee-labran","randall-paulson","michael-sheldon","mimi-walters","bryant-riley","tom-kelleher"],"premise_claim_ids":["c-lead-independence-2025","c-lit-delderiv-independence"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In its 2025 proxy statement the board determined that seven directors, Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon and Mimi Walters, were independent under Nasdaq Marketplace Rule 5605(a)(2), and that Bryant Riley and Thomas Kelleher were not independent because they are employees. The Delaware Court of Chancery examined director ties separately, when it ruled on whether a stockholder derivative plaintiff had to make a demand on the board first. It assessed only the five directors it called the demand majority, Tammy Brandt, Mimi K. Walters, Michael J. Sheldon, Robert D’Agostino and Renée E. LaBran, and held that the complaint lacked particularized facts showing that any of them faced a substantial likelihood of liability or lacked independence from Bryant Riley. The court noted the defendants' concession that the independence of Thomas Kelleher and Robert Antin was “not meaningfully in play”, declined to address the remaining four directors, and described the plaintiff's case as relying almost exclusively on ordinary director compensation, stale business and personal ties and generic social relationships. That holding concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-367526b09aecbeec9a745e89","record":{"id":"display-claim-367526b09aecbeec9a745e89","kind":"analysis","text":"Robert L. Antin has been a BRC director since June 2017. He co-founded VCA Inc., a veterinary services company, was its Chief Executive Officer and President from its inception in 1986 and its Chairman until its private acquisition in September 2017. Antin has been a director of Rexford Industrial Realty, Inc. since July 2013 and was a director of Heska Corporation from November 2020 to May 2023. BRC's proxy statements attribute to him 80,495 shares held directly (as of October 10, 2025), 200,000 shares held by a living trust of which he and his spouse are trustees and 15,000 shares held by a family foundation over which he has voting and dispositive power; a Form 4 for April 3, 2026 shows a stock award of 33,064 shares, after which he held 131,914 shares directly.","source_ids":["src-016","src-021","src-017","src-003"],"entity_ids":["robert-antin","brc","vca","rexford","heska"],"premise_claim_ids":["c-lead-antin","c-own-antin"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Robert L. Antin has been a BRC director since June 2017. He co-founded VCA Inc., a veterinary services company, was its Chief Executive Officer and President from its inception in 1986 and its Chairman until its private acquisition in September 2017. Antin has been a director of Rexford Industrial Realty, Inc. since July 2013 and was a director of Heska Corporation from November 2020 to May 2023. BRC's proxy statements attribute to him 80,495 shares held directly (as of October 10, 2025), 200,000 shares held by a living trust of which he and his spouse are trustees and 15,000 shares held by a family foundation over which he has voting and dispositive power; a Form 4 for April 3, 2026 shows a stock award of 33,064 shares, after which he held 131,914 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-106bc0cd1fb7099b26f24b12","record":{"id":"display-claim-106bc0cd1fb7099b26f24b12","kind":"analysis","text":"Tammy Brandt has been a director since December 20, 2021. When B. Riley Financial announced her appointment on December 21, 2021, Brandt was Chief Legal Officer of FaZe Clan Inc., which had announced plans to go public through a merger with B. Riley Principal 150 Merger Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of B. Riley Financial; her EDGAR owner page later lists her as Chief Legal Officer of FaZe Holdings Inc. in a report dated July 19, 2022. She was Chief Legal Officer and Head of Business and Legal Affairs of FaZe Clan from March 2021 to January 2023 and has been a senior member of the legal team at Creative Artists Agency (CAA) since February 2023. Earlier Brandt was Chief Legal Officer of Dreamscape Immersive from May 2017 to May 2021, after legal roles at DXC Technology (formerly Computer Sciences Corporation) and ServiceMesh, Inc.","source_ids":["src-016","src-003","src-098","src-028"],"entity_ids":["tammy-brandt","brc","caa","faze-clan","dreamscape","brpm-150","faze-holdings"],"premise_claim_ids":["c-lead-brandt","c-lead-brandt-faze"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Tammy Brandt has been a director since December 20, 2021. When B. Riley Financial announced her appointment on December 21, 2021, Brandt was Chief Legal Officer of FaZe Clan Inc., which had announced plans to go public through a merger with B. Riley Principal 150 Merger Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of B. Riley Financial; her EDGAR owner page later lists her as Chief Legal Officer of FaZe Holdings Inc. in a report dated July 19, 2022. She was Chief Legal Officer and Head of Business and Legal Affairs of FaZe Clan from March 2021 to January 2023 and has been a senior member of the legal team at Creative Artists Agency (CAA) since February 2023. Earlier Brandt was Chief Legal Officer of Dreamscape Immersive from May 2017 to May 2021, after legal roles at DXC Technology (formerly Computer Sciences Corporation) and ServiceMesh, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-3a846a815624e8b73b0cb5a6","record":{"id":"display-claim-3a846a815624e8b73b0cb5a6","kind":"analysis","text":"Robert D’Agostino joined the board in October 2015; his first Form 3, dated October 27, 2015, reported 75,000 shares held directly. He has been President of Q-Mation, Inc., a supplier of software for manufacturing companies, since 1999, having joined it in 1990, and was a director of Alliance Semiconductor Corp. from July 2005 to February 2012.","source_ids":["src-016","src-026"],"entity_ids":["robert-dagostino","brc","q-mation","alliance-semi"],"premise_claim_ids":["c-lead-dagostino","c-own-dagostino-2015"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Robert D’Agostino joined the board in October 2015; his first Form 3, dated October 27, 2015, reported 75,000 shares held directly. He has been President of Q-Mation, Inc., a supplier of software for manufacturing companies, since 1999, having joined it in 1990, and was a director of Alliance Semiconductor Corp. from July 2005 to February 2012."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6656061bd2441b6be0b7fc69","record":{"id":"display-claim-6656061bd2441b6be0b7fc69","kind":"analysis","text":"Renée E. LaBran has been a director since August 11, 2021. She co-founded the venture fund Rustic Canyon Partners in 2000 and was a partner of Rustic Canyon/Fontis Partners from 2006 to 2021. LaBran has served on the board of Idealab, Inc. since March 2015 and as Interim President of FindLaw since December 2024, and previously sat on the boards of Stravos Education, LLC (August 2022 to March 2026), Iconic Sports Acquisition Corp (October 2021 to October 2023) and Sambazon, Inc. (2009 to 2021); from March 2015 to December 2020 she was a governor-appointed public member of the Board of Trustees of the State Bar of California. Her EDGAR owner page lists director reports for B&R Technology Merger Corp. (July 20, 2026), Iconic Sports Acquisition Corp. (October 21, 2021) and B. Riley Financial, Inc. (August 11, 2021).","source_ids":["src-016","src-003","src-025"],"entity_ids":["renee-labran","brc","rustic-canyon","idealab","stravos","iconic-sports","sambazon","b-r-tech-merger"],"premise_claim_ids":["c-lead-labran","c-lead-labran-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Renée E. LaBran has been a director since August 11, 2021. She co-founded the venture fund Rustic Canyon Partners in 2000 and was a partner of Rustic Canyon/Fontis Partners from 2006 to 2021. LaBran has served on the board of Idealab, Inc. since March 2015 and as Interim President of FindLaw since December 2024, and previously sat on the boards of Stravos Education, LLC (August 2022 to March 2026), Iconic Sports Acquisition Corp (October 2021 to October 2023) and Sambazon, Inc. (2009 to 2021); from March 2015 to December 2020 she was a governor-appointed public member of the Board of Trustees of the State Bar of California. Her EDGAR owner page lists director reports for B&R Technology Merger Corp. (July 20, 2026), Iconic Sports Acquisition Corp. (October 21, 2021) and B. Riley Financial, Inc. (August 11, 2021)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-212073f2a2e6030a1c9ac463","record":{"id":"display-claim-212073f2a2e6030a1c9ac463","kind":"analysis","text":"Randall E. Paulson has been a director since June 18, 2020. He serves on the boards of Dash Medical Holdings, LLC and, from March 2026, Superior Roofing Holdco LLC. Paulson sat on the board of Testek, Inc. from 2016 until its sale in November 2024, and earlier on those of EAG, Inc. (2008–2017) and L-com, Inc. (2012–2016), portfolio companies of Odyssey Investment Partners, LLC, where he was a Managing Principal from 2005 to 2019. Before that he was an executive vice president at National Financial Partners and a senior managing director at Bear, Stearns & Co. Inc. (1993–2000).","source_ids":["src-016","src-003"],"entity_ids":["randall-paulson","brc","dash","superior-roofing","testek","eag","l-com","odyssey"],"premise_claim_ids":["c-lead-paulson"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Randall E. Paulson has been a director since June 18, 2020. He serves on the boards of Dash Medical Holdings, LLC and, from March 2026, Superior Roofing Holdco LLC. Paulson sat on the board of Testek, Inc. from 2016 until its sale in November 2024, and earlier on those of EAG, Inc. (2008–2017) and L-com, Inc. (2012–2016), portfolio companies of Odyssey Investment Partners, LLC, where he was a Managing Principal from 2005 to 2019. Before that he was an executive vice president at National Financial Partners and a senior managing director at Bear, Stearns & Co. Inc. (1993–2000)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-9bbb1589668908ef848eb156","record":{"id":"display-claim-9bbb1589668908ef848eb156","kind":"analysis","text":"Mimi K. Walters has been a director since July 12, 2019. She was the U.S. Representative for California's 45th Congressional District from 2015 to 2019, a California state senator from 2008 to 2014 and a state assembly member from 2004 to 2008. Since November 2019 Walters has been Chief Commercial Officer of Leading Edge Power Solutions, LLC, and she has served on the boards of Eos Energy Enterprises, Inc. since November 2020, Pacific Specialty Insurance Company since January 2025 and Soaring Technologies since July 2025. After an exempt exercise transaction on July 21, 2026 Walters held 171,634 Eos shares.","source_ids":["src-016","src-021","src-027"],"entity_ids":["mimi-walters","brc","leading-edge","eos","pacific-specialty","soaring-tech"],"premise_claim_ids":["c-lead-walters","c-own-walters-eos"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Mimi K. Walters has been a director since July 12, 2019. She was the U.S. Representative for California's 45th Congressional District from 2015 to 2019, a California state senator from 2008 to 2014 and a state assembly member from 2004 to 2008. Since November 2019 Walters has been Chief Commercial Officer of Leading Edge Power Solutions, LLC, and she has served on the boards of Eos Energy Enterprises, Inc. since November 2020, Pacific Specialty Insurance Company since January 2025 and Soaring Technologies since July 2025. After an exempt exercise transaction on July 21, 2026 Walters held 171,634 Eos shares."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-6e3297c83d1640170320ef0c","record":{"id":"display-claim-6e3297c83d1640170320ef0c","kind":"analysis","text":"Michael J. Sheldon was a director of B. Riley Financial from July 2017 and did not stand for re-election at the annual meeting held on December 1, 2025; the company stated that his decision was not due to any disagreement with it. He had been CEO of Deutsch North America from January 2015 to December 2019, and EDGAR records him as a director of Aldila, Inc. from a 2007 report. Sheldon's last reported transaction in the company's shares was a stock award of 1,997 shares on May 23, 2023, after which he held 56,677 shares directly.","source_ids":["src-043","src-040","src-021"],"entity_ids":["michael-sheldon","brc","deutsch-na","aldila"],"premise_claim_ids":["c-lead-sheldon","c-own-sheldon"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Michael J. Sheldon was a director of B. Riley Financial from July 2017 and did not stand for re-election at the annual meeting held on December 1, 2025; the company stated that his decision was not due to any disagreement with it. He had been CEO of Deutsch North America from January 2015 to December 2019, and EDGAR records him as a director of Aldila, Inc. from a 2007 report. Sheldon's last reported transaction in the company's shares was a stock award of 1,997 shares on May 23, 2023, after which he held 56,677 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-d1954d3876a61914aea4fbb6","record":{"id":"display-claim-d1954d3876a61914aea4fbb6","kind":"analysis","text":"Mikel Williams resigned from the board on October 18, 2022, the day BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus), of which he was chief executive. Williams stayed on as Targus chief executive with an annual salary of about $615,000; his Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he was granted performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024. His last reported transaction in B. Riley Financial shares, on the same day, was a disposition of 904 shares to the company, after which he held 65,698 shares directly. Williams' EDGAR owner page lists director reports for B. Riley Financial, Inc. (July 18, 2019) and Centrus Energy Corp (latest June 20, 2023), among older reports for other issuers.","source_ids":["src-016","src-041"],"entity_ids":["brc","targus","mikel-williams","centrus"],"premise_claim_ids":["c-inv-targus","c-own-williams","c-lead-williams-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Mikel Williams resigned from the board on October 18, 2022, the day BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus), of which he was chief executive. Williams stayed on as Targus chief executive with an annual salary of about $615,000; his Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he was granted performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024. His last reported transaction in B. Riley Financial shares, on the same day, was a disposition of 904 shares to the company, after which he held 65,698 shares directly. Williams' EDGAR owner page lists director reports for B. Riley Financial, Inc. (July 18, 2019) and Centrus Energy Corp (latest June 20, 2023), among older reports for other issuers."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-f1402c69b29f0e3f72417242","record":{"id":"display-claim-f1402c69b29f0e3f72417242","kind":"analysis","text":"Gary Wunderlich joined B. Riley's leadership through the merger with the Wunderlich companies, which closed on July 3, 2017. According to the Delaware Court of Chancery's account in his indemnification suit, he then became a director and officer of B. Riley, continued as a director and officer of Wunderlich Investment Company and Wunderlich Securities, Inc. (WSI) and signed an indemnification agreement with B. Riley; under a severance agreement of November 4, 2018 he resigned from all positions at B. Riley and its subsidiaries. BRC's EDGAR issuer page lists Wunderlich as a director with a report dated July 3, 2017. The same page lists other reporting directors with the dates of their reports, including Tamara Sue Brandt (December 20, 2021), Renee E. LaBran (August 11, 2021), Randall E. Paulson (June 18, 2020) and, with reports of July 18, 2019, Robert L. Antin, Mikel H. Williams, Robert P. D'Agostino and Michael J. Sheldon; Kenneth M. Young appears as President with a report of July 12, 2019.","source_ids":["src-101","src-023"],"entity_ids":["gary-wunderlich","brc","brwm","tammy-brandt","renee-labran","randall-paulson","robert-antin","mikel-williams","robert-dagostino","michael-sheldon","kenneth-young"],"premise_claim_ids":["c-lead-wunderlich","c-lead-edgar-directors"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Gary Wunderlich joined B. Riley's leadership through the merger with the Wunderlich companies, which closed on July 3, 2017. According to the Delaware Court of Chancery's account in his indemnification suit, he then became a director and officer of B. Riley, continued as a director and officer of Wunderlich Investment Company and Wunderlich Securities, Inc. (WSI) and signed an indemnification agreement with B. Riley; under a severance agreement of November 4, 2018 he resigned from all positions at B. Riley and its subsidiaries. BRC's EDGAR issuer page lists Wunderlich as a director with a report dated July 3, 2017. The same page lists other reporting directors with the dates of their reports, including Tamara Sue Brandt (December 20, 2021), Renee E. LaBran (August 11, 2021), Randall E. Paulson (June 18, 2020) and, with reports of July 18, 2019, Robert L. Antin, Mikel H. Williams, Robert P. D'Agostino and Michael J. Sheldon; Kenneth M. Young appears as President with a report of July 12, 2019."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-676712d1f026144f1a369875","record":{"id":"display-claim-676712d1f026144f1a369875","kind":"analysis","text":"BRC's executive officers as of March 26, 2026 were Bryant R. Riley (Chairman and Co-Chief Executive Officer), Thomas J. Kelleher (Co-Chief Executive Officer), Scott Yessner (Executive Vice President and Chief Financial Officer), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer). As of March 31, 2024 the executive officers of B. Riley Financial had been Riley and Kelleher in the same offices, Kenneth Young (President), Phillip J. Ahn (Chief Financial Officer and Chief Operating Officer), Andrew Moore (Chief Executive Officer of B. Riley Securities, Inc.), Forman and Weitzman. BRC's EDGAR issuer page lists reporting officers with their latest report dates, including Fred Nachum Knopf (EVP, General Counsel, Secretary; July 1, 2026), Scott Yessner (Executive VP and CFO; June 3, 2025) and, with reports of March 14, 2025, Kelleher, Weitzman, Riley (director, ten percent owner, Chairman and Co-CEO), Forman, Ahn and Moore.","source_ids":["src-003","src-011","src-023"],"entity_ids":["brc","bryant-riley","tom-kelleher","scott-yessner","alan-forman","howard-weitzman","kenneth-young","phillip-ahn","andrew-moore","brs","fred-knopf"],"premise_claim_ids":["c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's executive officers as of March 26, 2026 were Bryant R. Riley (Chairman and Co-Chief Executive Officer), Thomas J. Kelleher (Co-Chief Executive Officer), Scott Yessner (Executive Vice President and Chief Financial Officer), Alan N. Forman (Executive Vice President, General Counsel and Secretary) and Howard Weitzman (Senior Vice President, Chief Accounting Officer). As of March 31, 2024 the executive officers of B. Riley Financial had been Riley and Kelleher in the same offices, Kenneth Young (President), Phillip J. Ahn (Chief Financial Officer and Chief Operating Officer), Andrew Moore (Chief Executive Officer of B. Riley Securities, Inc.), Forman and Weitzman. BRC's EDGAR issuer page lists reporting officers with their latest report dates, including Fred Nachum Knopf (EVP, General Counsel, Secretary; July 1, 2026), Scott Yessner (Executive VP and CFO; June 3, 2025) and, with reports of March 14, 2025, Kelleher, Weitzman, Riley (director, ten percent owner, Chairman and Co-CEO), Forman, Ahn and Moore."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-51d693f10d7599bd4420dfc9","record":{"id":"display-claim-51d693f10d7599bd4420dfc9","kind":"analysis","text":"Bryant R. Riley has been Chairman of BRC since June 2014, Co-Chief Executive Officer since July 2018 and a director since August 2009; he was sole Chief Executive Officer from June 2014 to July 2018. Riley was Chairman of B. Riley & Co., LLC from founding the brokerage in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017, and its Chief Executive Officer from 1997 to 2006.","source_ids":["src-003"],"entity_ids":["bryant-riley","brc","b-riley-co"],"premise_claim_ids":["c-lead-riley-roles"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Bryant R. Riley has been Chairman of BRC since June 2014, Co-Chief Executive Officer since July 2018 and a director since August 2009; he was sole Chief Executive Officer from June 2014 to July 2018. Riley was Chairman of B. Riley & Co., LLC from founding the brokerage in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017, and its Chief Executive Officer from 1997 to 2006."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-fdc2081d40ee96eec75d0866","record":{"id":"display-claim-fdc2081d40ee96eec75d0866","kind":"analysis","text":"Thomas J. Kelleher has been Co-Chief Executive Officer since July 2018 and a board member since October 2015; he was President from August 2014 to July 2018. Kelleher was Chief Executive Officer of B. Riley & Co., LLC from 2006 to 2014 and, from the firm's founding in 1997 to 2006, held senior positions there including Chief Financial Officer and Chief Compliance Officer. His EDGAR owner page lists him as an officer (Co-CEO) of B. Riley Financial, Inc., in the ten-percent-owner category for Franchise Group, Inc. (filed under its former name Liberty Tax, Inc.) in a report dated August 7, 2023, and as a director of Special Diversified Opportunities Inc. (now Standard Diversified Inc.) in a report dated October 19, 2015.","source_ids":["src-003","src-008"],"entity_ids":["tom-kelleher","brc","b-riley-co","frg","standard-diversified"],"premise_claim_ids":["c-lead-kelleher-roles","c-lead-kelleher-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Thomas J. Kelleher has been Co-Chief Executive Officer since July 2018 and a board member since October 2015; he was President from August 2014 to July 2018. Kelleher was Chief Executive Officer of B. Riley & Co., LLC from 2006 to 2014 and, from the firm's founding in 1997 to 2006, held senior positions there including Chief Financial Officer and Chief Compliance Officer. His EDGAR owner page lists him as an officer (Co-CEO) of B. Riley Financial, Inc., in the ten-percent-owner category for Franchise Group, Inc. (filed under its former name Liberty Tax, Inc.) in a report dated August 7, 2023, and as a director of Special Diversified Opportunities Inc. (now Standard Diversified Inc.) in a report dated October 19, 2015."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7f3669e739c7e41b170a2350","record":{"id":"display-claim-7f3669e739c7e41b170a2350","kind":"analysis","text":"FINRA BrokerCheck shows Thomas J. Kelleher registered with B. Riley Securities, Inc. since June 29, 2017 and with B. Riley Wealth Private Shares since November 21, 2025, after registrations with B. Riley Capital Management (2015–2025), MLV & Co. LLC (2017–2019), B. Riley & Co., LLC (1997–2017), Riley Investment Management (2002–2015) and B. Riley Asset Management, LLC (2014–2015). The employment history reported there lists Co-CEO of B. Riley Financial from August 2014, Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025, President of B. Riley Capital Management from February 2015 to March 2025 and CEO of B. Riley & Co., LLC from April 1997 to November 2017. Two of these entries differ from BRC's proxy statements: the proxy has Kelleher as President from August 2014 and Co-Chief Executive Officer only from July 2018, and it dates his chief executive role at B. Riley & Co. to 2006–2014, after earlier finance and compliance positions; the dossier's graph follows the proxy dating for the B. Riley & Co. role. BrokerCheck reports no disclosure events for Kelleher, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters.","source_ids":["src-045","src-003"],"entity_ids":["tom-kelleher","brs","brw-private-shares","br-capital-mgmt","b-riley-co","riley-investment-mgmt","brc"],"premise_claim_ids":["c-lead-kelleher-brokercheck","c-reg-kelleher-clean","c-lead-kelleher-roles"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FINRA BrokerCheck shows Thomas J. Kelleher registered with B. Riley Securities, Inc. since June 29, 2017 and with B. Riley Wealth Private Shares since November 21, 2025, after registrations with B. Riley Capital Management (2015–2025), MLV & Co. LLC (2017–2019), B. Riley & Co., LLC (1997–2017), Riley Investment Management (2002–2015) and B. Riley Asset Management, LLC (2014–2015). The employment history reported there lists Co-CEO of B. Riley Financial from August 2014, Co-Executive Chairman of B. Riley Securities from November 2017 to March 2025, President of B. Riley Capital Management from February 2015 to March 2025 and CEO of B. Riley & Co., LLC from April 1997 to November 2017. Two of these entries differ from BRC's proxy statements: the proxy has Kelleher as President from August 2014 and Co-Chief Executive Officer only from July 2018, and it dates his chief executive role at B. Riley & Co. to 2006–2014, after earlier finance and compliance positions; the dossier's graph follows the proxy dating for the B. Riley & Co. role. BrokerCheck reports no disclosure events for Kelleher, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-40367c427afe146db43d0c0f","record":{"id":"display-claim-40367c427afe146db43d0c0f","kind":"analysis","text":"Phillip J. Ahn was Chief Financial Officer and Chief Operating Officer from April 2013, after serving as Senior Vice President, Strategy and Corporate Development from February 2010; his EDGAR owner page shows reports only for this company. Ahn resigned effective June 3, 2025, the day Scott Yessner joined as Executive Vice President and Chief Financial Officer; that day Yessner received an award of 100,000 company shares, his entire reported holding at that date. Yessner was previously Chief Financial Officer of Funko, Inc. (2022–2023), California Expanded Metal Products Company (CEMCO, 2020–2022) and Universal Technical Institute (2018–2019), and is a CPA licensed in California; EDGAR records the Funko and Universal Technical Institute roles as interim CFO positions, in reports of December 5, 2022 and May 14, 2018.","source_ids":["src-011","src-003","src-024","src-021","src-029","src-023"],"entity_ids":["phillip-ahn","brc","scott-yessner","funko","cemco","uti"],"premise_claim_ids":["c-lead-ahn","c-lead-yessner","c-own-yessner-award"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Phillip J. Ahn was Chief Financial Officer and Chief Operating Officer from April 2013, after serving as Senior Vice President, Strategy and Corporate Development from February 2010; his EDGAR owner page shows reports only for this company. Ahn resigned effective June 3, 2025, the day Scott Yessner joined as Executive Vice President and Chief Financial Officer; that day Yessner received an award of 100,000 company shares, his entire reported holding at that date. Yessner was previously Chief Financial Officer of Funko, Inc. (2022–2023), California Expanded Metal Products Company (CEMCO, 2020–2022) and Universal Technical Institute (2018–2019), and is a CPA licensed in California; EDGAR records the Funko and Universal Technical Institute roles as interim CFO positions, in reports of December 5, 2022 and May 14, 2018."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2a3cce3a8fafd4e0b4550b96","record":{"id":"display-claim-2a3cce3a8fafd4e0b4550b96","kind":"analysis","text":"Alan N. Forman was Executive Vice President, General Counsel and Secretary from May 2015. He had been Senior Vice President and General Counsel of STR Holdings, Inc. (April 2012 to May 2015) and its Vice President and General Counsel (May 2010 to April 2012), and a partner at Brown Rudnick LLP from May 1998 to May 2010. On Forman's retirement Fred Knopf was appointed Executive Vice President, General Counsel and Secretary under an employment agreement effective July 1, 2026 that provides a base salary of $425,000 and a target annual bonus of $350,000. Howard Weitzman has been Senior Vice President and Chief Accounting Officer since December 2009, according to the 2026 proxy statement; his EDGAR owner page shows reports only for B. Riley Financial, Inc., in that capacity.","source_ids":["src-021","src-019","src-014","src-030","src-003"],"entity_ids":["alan-forman","brc","str-holdings","brown-rudnick","fred-knopf","howard-weitzman"],"premise_claim_ids":["c-lead-forman","c-lead-knopf","c-lead-weitzman"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Alan N. Forman was Executive Vice President, General Counsel and Secretary from May 2015. He had been Senior Vice President and General Counsel of STR Holdings, Inc. (April 2012 to May 2015) and its Vice President and General Counsel (May 2010 to April 2012), and a partner at Brown Rudnick LLP from May 1998 to May 2010. On Forman's retirement Fred Knopf was appointed Executive Vice President, General Counsel and Secretary under an employment agreement effective July 1, 2026 that provides a base salary of $425,000 and a target annual bonus of $350,000. Howard Weitzman has been Senior Vice President and Chief Accounting Officer since December 2009, according to the 2026 proxy statement; his EDGAR owner page shows reports only for B. Riley Financial, Inc., in that capacity."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e3abb8c3f07ad017bf3a67da","record":{"id":"display-claim-e3abb8c3f07ad017bf3a67da","kind":"analysis","text":"Kenneth Young was a BRC director from May 2015 to October 2016, chairing the Audit Committee, and President from July 2018. He has been Chief Executive Officer of B. Riley Principal Investments, LLC since October 2016, was CEO of B. Riley Principal Merger Corp. from October 2018 to February 2020, when it combined with Alta Equipment Group, and has been CEO of Babcock & Wilcox Enterprises since November 2018 and its Chairman since September 2020. Young's other board roles were Charah Solutions (August 2021 to September 2022), Sonim Technologies (2018 to February 2022), bebe stores (January 2018 to April 2019), Standard Diversified (2015 to 2017), Globalstar (November 2015 to December 2018), Orion Energy Systems (August 2017 to May 2020) and Franchise Group (formerly Liberty Tax, 2018 to 2020); BRC's 2023 proxy had described the Charah Solutions seat as current, and the September 2022 end date comes from the 2024 proxy. His EDGAR owner page lists director reports for Charah Solutions (2021), Eos Energy Enterprises (2020), Sonim Technologies (2019), Franchise Group (filed as Liberty Tax, 2018), bebe stores (2018), Orion Energy Systems (2017), Globalstar (2015) and Special Diversified Opportunities (2015); director and Chief Executive Officer reports for Alta Equipment Group (2019); and officer reports as Chief Executive Officer of Babcock & Wilcox Enterprises (2019) and President of B. Riley Financial (2019).","source_ids":["src-011","src-016","src-010"],"entity_ids":["kenneth-young","brc","brpi","alta-equipment","bw","charah","sonim","bebe","standard-diversified","globalstar","orion","frg","eos"],"premise_claim_ids":["c-lead-young","c-lead-young-edgar"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Kenneth Young was a BRC director from May 2015 to October 2016, chairing the Audit Committee, and President from July 2018. He has been Chief Executive Officer of B. Riley Principal Investments, LLC since October 2016, was CEO of B. Riley Principal Merger Corp. from October 2018 to February 2020, when it combined with Alta Equipment Group, and has been CEO of Babcock & Wilcox Enterprises since November 2018 and its Chairman since September 2020. Young's other board roles were Charah Solutions (August 2021 to September 2022), Sonim Technologies (2018 to February 2022), bebe stores (January 2018 to April 2019), Standard Diversified (2015 to 2017), Globalstar (November 2015 to December 2018), Orion Energy Systems (August 2017 to May 2020) and Franchise Group (formerly Liberty Tax, 2018 to 2020); BRC's 2023 proxy had described the Charah Solutions seat as current, and the September 2022 end date comes from the 2024 proxy. His EDGAR owner page lists director reports for Charah Solutions (2021), Eos Energy Enterprises (2020), Sonim Technologies (2019), Franchise Group (filed as Liberty Tax, 2018), bebe stores (2018), Orion Energy Systems (2017), Globalstar (2015) and Special Diversified Opportunities (2015); director and Chief Executive Officer reports for Alta Equipment Group (2019); and officer reports as Chief Executive Officer of Babcock & Wilcox Enterprises (2019) and President of B. Riley Financial (2019)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-82fdae6d210f16f8c30970e3","record":{"id":"display-claim-82fdae6d210f16f8c30970e3","kind":"analysis","text":"Andrew Moore was appointed Chief Executive Officer of B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) on July 10, 2018, after serving as its President from 2016; he joined B. Riley & Co., LLC in 2006 in institutional sales and became Director of Sales in 2011. BRC's 2026 proxy states that Moore was not re-appointed as an executive officer of BRC, served as Co-Chief Executive Officer of B. Riley Securities from September 18, 2025 through January 2, 2026, and has been Chairman of the Board of B. Riley Securities Holdings, Inc. since January 3, 2026.","source_ids":["src-016","src-003"],"entity_ids":["andrew-moore","brs","b-riley-co","brsh","brc"],"premise_claim_ids":["c-lead-moore"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Andrew Moore was appointed Chief Executive Officer of B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) on July 10, 2018, after serving as its President from 2016; he joined B. Riley & Co., LLC in 2006 in institutional sales and became Director of Sales in 2011. BRC's 2026 proxy states that Moore was not re-appointed as an executive officer of BRC, served as Co-Chief Executive Officer of B. Riley Securities from September 18, 2025 through January 2, 2026, and has been Chairman of the Board of B. Riley Securities Holdings, Inc. since January 3, 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-2c2a2630f95664e478304de8","record":{"id":"display-claim-2c2a2630f95664e478304de8","kind":"analysis","text":"FINRA BrokerCheck lists Andrew T. Moore's employment as CEO of B. Riley Securities from November 2017, earlier than the July 10, 2018 appointment date given in BRC's 2023 proxy, and his earlier registrations with FocalPoint Securities, LLC (January 2022 to January 2023), Lodestone Capital Management (February 2010 to December 2019), B. Riley & Co., LLC (2006 to 2017), Roth Capital Partners (2003 to 2006) and Bear, Stearns & Co. (2002 to 2003). His report shows one customer dispute: FINRA arbitration 16-02584, served on January 9, 2017, concerning alleged unsuitable transactions and misrepresentation by a registered representative under Moore's supervision at B. Riley & Co., with alleged damages of $101,408. The matter was settled on April 6, 2017 for $82,500, without any finding and with no individual contribution from Moore. Moore's broker statement says he was not named in the original June 2016 complaint, was added as a party in the October 2016 filing with FINRA, and that there are no allegations of wrongdoing against him.","source_ids":["src-046"],"entity_ids":["andrew-moore","brs","focalpoint","lodestone","b-riley-co"],"premise_claim_ids":["c-lead-moore-brokercheck","c-reg-moore-arbitration"],"qualification":"","response":"","outcome":""},"reading":"Analysis: FINRA BrokerCheck lists Andrew T. Moore's employment as CEO of B. Riley Securities from November 2017, earlier than the July 10, 2018 appointment date given in BRC's 2023 proxy, and his earlier registrations with FocalPoint Securities, LLC (January 2022 to January 2023), Lodestone Capital Management (February 2010 to December 2019), B. Riley & Co., LLC (2006 to 2017), Roth Capital Partners (2003 to 2006) and Bear, Stearns & Co. (2002 to 2003). His report shows one customer dispute: FINRA arbitration 16-02584, served on January 9, 2017, concerning alleged unsuitable transactions and misrepresentation by a registered representative under Moore's supervision at B. Riley & Co., with alleged damages of $101,408. The matter was settled on April 6, 2017 for $82,500, without any finding and with no individual contribution from Moore. Moore's broker statement says he was not named in the original June 2016 complaint, was added as a party in the October 2016 filing with FINRA, and that there are no allegations of wrongdoing against him."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-086496bf7eb295f4e119b6c0","record":{"id":"display-claim-086496bf7eb295f4e119b6c0","kind":"analysis","text":"BRC's 2026 proxy statement reports beneficial ownership as of March 26, 2026, based on 34,798,366 shares outstanding. Bryant R. Riley held 6,958,164 shares (20.0%), Thomas J. Kelleher 1,017,510 (2.9%) and Randall E. Paulson 337,334 (1.0%), with each other director and executive officer below 1%; the 13 executive officers and directors as a group held 9,684,665 shares (27.8%). The only other holder above 5% listed was Daniel Asher together with DBA Trading, LLC, with 3,017,041 shares (8.7%).","source_ids":["src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","randall-paulson","daniel-asher","dba-trading"],"premise_claim_ids":["c-own-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's 2026 proxy statement reports beneficial ownership as of March 26, 2026, based on 34,798,366 shares outstanding. Bryant R. Riley held 6,958,164 shares (20.0%), Thomas J. Kelleher 1,017,510 (2.9%) and Randall E. Paulson 337,334 (1.0%), with each other director and executive officer below 1%; the 13 executive officers and directors as a group held 9,684,665 shares (27.8%). The only other holder above 5% listed was Daniel Asher together with DBA Trading, LLC, with 3,017,041 shares (8.7%)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-a690d599ad49ca4f96178971","record":{"id":"display-claim-a690d599ad49ca4f96178971","kind":"analysis","text":"The three preceding proxy statements give comparable tables. As of March 27, 2023 Riley held 6,876,623 shares (24.6%), Kelleher 908,707 (3.2%), Andrew Moore 323,731 (1.2%) and Paulson 301,899 (1.1%), and the 14 executive officers and directors as a group 9,489,941 (33.9%); holders above 5% were BlackRock, Inc. with 2,839,238 shares (10.1%), Daniel Asher and associated persons with 2,471,905 (8.8%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.5%). As of May 2, 2024, on 30,142,863 shares, Riley held 6,919,557 (23.0%), Kelleher 984,663 (3.3%), Robert L. Antin 502,995 (1.7%), Paulson 318,979 (1.1%) and Moore 291,619 (1.0%), and the 14 officers and directors 9,927,306 (32.9%); BlackRock held 2,875,473 (9.5%), the Asher group 2,561,600 (8.5%) and the MILFAM group 1,819,030 (6.0%). As of October 10, 2025, on 30,597,066 shares, Riley held 6,914,063 (22.6%), Kelleher 973,409 (3.2%), Antin 295,495 (1.0%) and Paulson 318,979 (1.0%), and the 15 officers and directors 9,787,202 (32.0%). Riley's 2025 total comprised 6,714,994 shares held directly or jointly with his spouse, 70,151 in custodial accounts for his children and 128,918 in a company 401(k) profit sharing plan for his benefit.","source_ids":["src-016","src-011","src-021"],"entity_ids":["brc","bryant-riley","tom-kelleher","andrew-moore","randall-paulson","blackrock","daniel-asher","milfam","robert-antin"],"premise_claim_ids":["c-own-2023","c-own-2024","c-own-2025"],"qualification":"","response":"","outcome":""},"reading":"Analysis: The three preceding proxy statements give comparable tables. As of March 27, 2023 Riley held 6,876,623 shares (24.6%), Kelleher 908,707 (3.2%), Andrew Moore 323,731 (1.2%) and Paulson 301,899 (1.1%), and the 14 executive officers and directors as a group 9,489,941 (33.9%); holders above 5% were BlackRock, Inc. with 2,839,238 shares (10.1%), Daniel Asher and associated persons with 2,471,905 (8.8%) and Neil S. Subin, as President and Manager of MILFAM LLC, and associated persons with 1,819,030 (6.5%). As of May 2, 2024, on 30,142,863 shares, Riley held 6,919,557 (23.0%), Kelleher 984,663 (3.3%), Robert L. Antin 502,995 (1.7%), Paulson 318,979 (1.1%) and Moore 291,619 (1.0%), and the 14 officers and directors 9,927,306 (32.9%); BlackRock held 2,875,473 (9.5%), the Asher group 2,561,600 (8.5%) and the MILFAM group 1,819,030 (6.0%). As of October 10, 2025, on 30,597,066 shares, Riley held 6,914,063 (22.6%), Kelleher 973,409 (3.2%), Antin 295,495 (1.0%) and Paulson 318,979 (1.0%), and the 15 officers and directors 9,787,202 (32.0%). Riley's 2025 total comprised 6,714,994 shares held directly or jointly with his spouse, 70,151 in custodial accounts for his children and 128,918 in a company 401(k) profit sharing plan for his benefit."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-0a693756a87982c43abfc80c","record":{"id":"display-claim-0a693756a87982c43abfc80c","kind":"analysis","text":"Across these tables Riley's share count changed little, from 6,876,623 in March 2023 to 6,958,164 in March 2026, while his percentage fell from 24.6% to 20.0%; the shares outstanding used for the tables rose from 30,142,863 in May 2024 to 34,798,366 in March 2026.","source_ids":["src-016","src-011","src-003"],"entity_ids":["brc","bryant-riley","tom-kelleher","andrew-moore","randall-paulson","blackrock","daniel-asher","milfam","robert-antin","dba-trading"],"premise_claim_ids":["c-own-2023","c-own-2024","c-own-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Across these tables Riley's share count changed little, from 6,876,623 in March 2023 to 6,958,164 in March 2026, while his percentage fell from 24.6% to 20.0%; the shares outstanding used for the tables rose from 30,142,863 in May 2024 to 34,798,366 in March 2026."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e508602b78fed166ed036aae","record":{"id":"display-claim-e508602b78fed166ed036aae","kind":"analysis","text":"BRC's EDGAR issuer page also lists earlier ten percent owners of the company, including Liverpool Limited Partnership (report of July 15, 2014), Daniel Asher and Nokomis Capital, L.L.C. (reports of May 19, 2014), Lloyd I. Miller III (November 15, 2012) and Elliott Associates, L.P. with Elliott International, L.P. (September 20, 2010), when the company was named Great American Group, Inc. These are reporting-person categories with the dates of the cited reports; they do not show the size or end of each holding.","source_ids":["src-023"],"entity_ids":["brc","liverpool-lp","daniel-asher","nokomis","lloyd-miller","elliott"],"premise_claim_ids":["c-own-early-10pct"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC's EDGAR issuer page also lists earlier ten percent owners of the company, including Liverpool Limited Partnership (report of July 15, 2014), Daniel Asher and Nokomis Capital, L.L.C. (reports of May 19, 2014), Lloyd I. Miller III (November 15, 2012) and Elliott Associates, L.P. with Elliott International, L.P. (September 20, 2010), when the company was named Great American Group, Inc. These are reporting-person categories with the dates of the cited reports; they do not show the size or end of each holding."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-1de51359614ff6dbee82b16b","record":{"id":"display-claim-1de51359614ff6dbee82b16b","kind":"analysis","text":"Form 4 filings record that on May 19, 2014 Phillip J. Ahn bought 300,000 shares of Great American Group, Inc., the company's name at the time, and Howard Weitzman bought 150,000 shares through indirect holdings. In 2023 several insiders bought B. Riley Financial shares in the open market: Bryant Riley bought 25,000 shares on August 21, 2023 (6,748,773 held directly afterwards) and 30,000 on November 17, 2023 (6,778,773); on November 17 Randall Paulson bought 10,000 (318,979) and Robert D’Agostino 5,000 (160,570); Robert Antin bought 15,000 and 10,000 on November 10 and 10,000 on November 13 (80,495); Renée LaBran bought 380 on November 10 and 500 on November 13 (6,510); and Tammy Brandt, filing as Tamara Brandt, bought 1,635 on November 9 (6,195). LaBran's initial Form 3 of August 18, 2021 had reported 898 shares.","source_ids":["src-024","src-030","src-023","src-025"],"entity_ids":["phillip-ahn","howard-weitzman","brc","bryant-riley","randall-paulson","robert-dagostino","robert-antin","renee-labran","tammy-brandt"],"premise_claim_ids":["c-own-2014-purchases","c-own-2023-purchases"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Form 4 filings record that on May 19, 2014 Phillip J. Ahn bought 300,000 shares of Great American Group, Inc., the company's name at the time, and Howard Weitzman bought 150,000 shares through indirect holdings. In 2023 several insiders bought B. Riley Financial shares in the open market: Bryant Riley bought 25,000 shares on August 21, 2023 (6,748,773 held directly afterwards) and 30,000 on November 17, 2023 (6,778,773); on November 17 Randall Paulson bought 10,000 (318,979) and Robert D’Agostino 5,000 (160,570); Robert Antin bought 15,000 and 10,000 on November 10 and 10,000 on November 13 (80,495); Renée LaBran bought 380 on November 10 and 500 on November 13 (6,510); and Tammy Brandt, filing as Tamara Brandt, bought 1,635 on November 9 (6,195). LaBran's initial Form 3 of August 18, 2021 had reported 898 shares."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e3a8c94c7545707430c04d32","record":{"id":"display-claim-e3a8c94c7545707430c04d32","kind":"analysis","text":"Form 4 filings for Thomas J. Kelleher show an indirect purchase of 20,000 shares and a gift of 4,986 shares on December 15, 2023 (indirect holdings of 896,544 after the purchase), 22,440 shares withheld on April 13, 2026 (70,541 held directly afterwards) and a gift of 3,000 shares from indirect holdings on June 16, 2026 (899,288 indirect afterwards). Filings dated March 14, 2025 report dispositions of shares to the company (transaction code D) by Phillip J. Ahn (22,055 shares), Alan N. Forman (10,376), Bryant R. Riley (44,109), Howard Weitzman (9,556), Kelleher (44,109) and Andrew Moore (23,044).","source_ids":["src-023"],"entity_ids":["tom-kelleher","brc","phillip-ahn","alan-forman","bryant-riley","howard-weitzman","andrew-moore"],"premise_claim_ids":["c-own-kelleher-forms","c-own-march-2025-returns"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Form 4 filings for Thomas J. Kelleher show an indirect purchase of 20,000 shares and a gift of 4,986 shares on December 15, 2023 (indirect holdings of 896,544 after the purchase), 22,440 shares withheld on April 13, 2026 (70,541 held directly afterwards) and a gift of 3,000 shares from indirect holdings on June 16, 2026 (899,288 indirect afterwards). Filings dated March 14, 2025 report dispositions of shares to the company (transaction code D) by Phillip J. Ahn (22,055 shares), Alan N. Forman (10,376), Bryant R. Riley (44,109), Howard Weitzman (9,556), Kelleher (44,109) and Andrew Moore (23,044)."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-efb139dcade0ee6a6e84b906","record":{"id":"display-claim-efb139dcade0ee6a6e84b906","kind":"analysis","text":"On April 3, 2026 directors Randall E. Paulson, Mimi K. Walters, Renée E. LaBran and Robert D’Agostino each received a stock award of 33,064 shares, after which they held directly 370,398, 55,980, 58,152 and 211,989 shares respectively. On April 13, 2026, 4,861 of Howard Weitzman's shares were withheld, leaving him 53,710 shares held directly. Alan N. Forman sold 20,555 shares on May 13, 2026 and 79,445 shares on May 14, 2026, and had 2,853 shares withheld on June 30, 2026, after which he held 34,974 shares directly.","source_ids":["src-018","src-027","src-025","src-026","src-030","src-019"],"entity_ids":["brc","randall-paulson","mimi-walters","renee-labran","robert-dagostino","howard-weitzman","alan-forman"],"premise_claim_ids":["c-own-2026-awards","c-own-weitzman-2026","c-own-forman-2026"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On April 3, 2026 directors Randall E. Paulson, Mimi K. Walters, Renée E. LaBran and Robert D’Agostino each received a stock award of 33,064 shares, after which they held directly 370,398, 55,980, 58,152 and 211,989 shares respectively. On April 13, 2026, 4,861 of Howard Weitzman's shares were withheld, leaving him 53,710 shares held directly. Alan N. Forman sold 20,555 shares on May 13, 2026 and 79,445 shares on May 14, 2026, and had 2,853 shares withheld on June 30, 2026, after which he held 34,974 shares directly."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-35f51c8842c4ff46d6b6da10","record":{"id":"display-claim-35f51c8842c4ff46d6b6da10","kind":"analysis","text":"BRC disclosed an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, the brother of Phillip J. (Phil) Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025. Whitehawk advised GACP I, L.P. and GACP II, L.P., limited partnerships that were BRC subsidiaries, and received management fees of $1,142,000 for 2023, $2,272,000 for 2024 and $0 for 2025. On February 1, 2024 BRC sold a loan receivable with principal of $4,521,000 to a fund managed by Whitehawk for $4,584,000. The two partnerships were wound down in June and December 2024, and Whitehawk ceased to be a related party when Phil Ahn left.","source_ids":["src-003","src-011"],"entity_ids":["whitehawk","john-ahn","phillip-ahn","brc"],"premise_claim_ids":["c-rp-whitehawk"],"qualification":"","response":"","outcome":""},"reading":"Analysis: BRC disclosed an investment advisory services agreement with Whitehawk Capital Partners, L.P., a limited partnership controlled by John Ahn, the brother of Phillip J. (Phil) Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025. Whitehawk advised GACP I, L.P. and GACP II, L.P., limited partnerships that were BRC subsidiaries, and received management fees of $1,142,000 for 2023, $2,272,000 for 2024 and $0 for 2025. On February 1, 2024 BRC sold a loan receivable with principal of $4,521,000 to a fund managed by Whitehawk for $4,584,000. The two partnerships were wound down in June and December 2024, and Whitehawk ceased to be a related party when Phil Ahn left."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-7483a6fcc7c161eff5bd7fc0","record":{"id":"display-claim-7483a6fcc7c161eff5bd7fc0","kind":"analysis","text":"Charlie Riley, the son of Bryant Riley, is employed as an associate by BRC's subsidiary B. Riley Principal Investments, LLC. BRC paid him total compensation of $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025, consisting of salary, bonus and, for 2023 and 2024, restricted stock units.","source_ids":["src-003"],"entity_ids":["charlie-riley","bryant-riley","brpi","brc"],"premise_claim_ids":["c-rp-charlie-riley"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Charlie Riley, the son of Bryant Riley, is employed as an associate by BRC's subsidiary B. Riley Principal Investments, LLC. BRC paid him total compensation of $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025, consisting of salary, bonus and, for 2023 and 2024, restricted stock units."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-82166ced545e9a8027dc3a53","record":{"id":"display-claim-82166ced545e9a8027dc3a53","kind":"analysis","text":"In September 2023 Q-Mation, Inc., of which director Robert D’Agostino is president, engaged B. Riley Securities, Inc. as exclusive financial adviser for a possible sale or recapitalization, with a success fee based on transaction value and a minimum of $1,750,000. In December 2024 B. Riley Securities earned an advisory fee of $2,650,000 for the sale of Q-Mation.","source_ids":["src-003","src-011"],"entity_ids":["q-mation","robert-dagostino","brs","brc"],"premise_claim_ids":["c-rp-qmation"],"qualification":"","response":"","outcome":""},"reading":"Analysis: In September 2023 Q-Mation, Inc., of which director Robert D’Agostino is president, engaged B. Riley Securities, Inc. as exclusive financial adviser for a possible sale or recapitalization, with a success fee based on transaction value and a minimum of $1,750,000. In December 2024 B. Riley Securities earned an advisory fee of $2,650,000 for the sale of Q-Mation."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-e89dc759929c4109e444a362","record":{"id":"display-claim-e89dc759929c4109e444a362","kind":"analysis","text":"On March 2, 2021 BRC bought a $2,400,000 minority equity interest in Dash Medical Holdings, LLC as part of director Randall E. Paulson's acquisition of the company: B. Riley Principal Investments, LLC subscribed for 2,400 Class A units at $1,000 each, in a subscription signed by Chief Financial Officer Phillip J. Ahn, and BRC lent Dash Holding Company, Inc. $3,000,000 under a subordinated working capital note, whose principal and $96,435 of interest were repaid on April 27, 2022. A Form D filed for DASH Medical Holdings, LLC, a Delaware limited liability company formed in 2021, names Randy Paulson as one of its two directors and as the signer, and reports an offering of $19,500,000 fully sold to 23 investors, with the first sale on March 2, 2021. BRC's 2023 proxy statement describes Dash as controlled by Paulson, who also sits on its board; later proxy statements also describe him as a co-managing member of Dash “with his partner”. On June 13, 2024 BRC sold its Dash interest for $2,760,000; the sale was reviewed and approved by BRC's Audit Committee with Paulson excluded.","source_ids":["src-016","src-106","src-095","src-003"],"entity_ids":["brc","brpi","dash","randall-paulson","phillip-ahn"],"premise_claim_ids":["c-rp-dash-2021","c-rp-dash-formd","c-rp-dash-sale"],"qualification":"","response":"","outcome":""},"reading":"Analysis: On March 2, 2021 BRC bought a $2,400,000 minority equity interest in Dash Medical Holdings, LLC as part of director Randall E. Paulson's acquisition of the company: B. Riley Principal Investments, LLC subscribed for 2,400 Class A units at $1,000 each, in a subscription signed by Chief Financial Officer Phillip J. Ahn, and BRC lent Dash Holding Company, Inc. $3,000,000 under a subordinated working capital note, whose principal and $96,435 of interest were repaid on April 27, 2022. A Form D filed for DASH Medical Holdings, LLC, a Delaware limited liability company formed in 2021, names Randy Paulson as one of its two directors and as the signer, and reports an offering of $19,500,000 fully sold to 23 investors, with the first sale on March 2, 2021. BRC's 2023 proxy statement describes Dash as controlled by Paulson, who also sits on its board; later proxy statements also describe him as a co-managing member of Dash “with his partner”. On June 13, 2024 BRC sold its Dash interest for $2,760,000; the sale was reviewed and approved by BRC's Audit Committee with Paulson excluded."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"claims","id":"display-claim-468042bbbded54477ea3df8c","record":{"id":"display-claim-468042bbbded54477ea3df8c","kind":"analysis","text":"Kenneth M. Young, BRC's President from July 2018 to September 2024, has been chief executive officer of Babcock & Wilcox Enterprises (B&W) since November 2018 and is its Chairman. Until September 20, 2024 his services as chief executive were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate; BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the consulting arrangement with B&W ended, and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025.","source_ids":["src-090","src-003"],"entity_ids":["kenneth-young","bw","brpi-exec-consulting","brc"],"premise_claim_ids":["c-rp-young-bw"],"qualification":"","response":"","outcome":""},"reading":"Analysis: Kenneth M. Young, BRC's President from July 2018 to September 2024, has been chief executive officer of Babcock & Wilcox Enterprises (B&W) since November 2018 and is its Chairman. Until September 20, 2024 his services as chief executive were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC, a B. Riley affiliate; BRC's proxy statement puts the fee at $750,000 a year under an agreement extended through December 31, 2028, and B&W states that it paid BRPI Executive Consulting a $1,000,000 retention bonus in 2022. When Young resigned as BRC's President on September 20, 2024 the consulting arrangement with B&W ended, and he entered into a one-year consulting agreement with BRC at $250,000 a year, which expired on September 20, 2025."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"brc","record":{"id":"brc","name":"BRC Group Holdings, Inc.","type":"organization","group":"subject","claim_ids":["c-id-edgar","c-id-address","c-id-edgar-names","c-id-name-change","c-id-registry-mirror","c-id-founding","c-id-shares-auditor","c-id-rebrand-2020","c-id-national-holdings","c-id-subsidiaries-principal","c-id-subsidiaries-finance","c-id-subsidiaries-operating","c-id-brpc","c-id-brsh-stake","c-id-brs-repurchase-plan","c-id-brs-owners","c-id-brs-affiliates","c-id-brco-owners","c-id-brco-affiliates","c-id-bd-net-capital","c-id-brwm-structure","c-lead-riley-roles","c-lead-riley-edgar","c-lead-riley-brokercheck","c-lead-kelleher-roles","c-lead-kelleher-brokercheck","c-lead-kelleher-edgar","c-lead-board-2026","c-lead-dagostino-exit","c-lead-agm-2026","c-lead-independence-2025","c-lead-edgar-directors","c-lead-antin","c-lead-brandt","c-lead-brandt-faze","c-lead-dagostino","c-lead-labran","c-lead-labran-edgar","c-lead-paulson","c-lead-walters","c-lead-sheldon","c-lead-williams-edgar","c-lead-wunderlich","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers","c-lead-ahn","c-lead-yessner","c-lead-forman","c-lead-knopf","c-lead-weitzman","c-lead-moore","c-lead-young","c-lead-young-edgar","c-own-2026","c-own-2025","c-own-2024","c-own-2023","c-own-riley-2023-detail","c-own-riley-13d-2026","c-own-riley-pledge","c-own-chancery-stake","c-own-antin","c-own-early-10pct","c-own-2014-purchases","c-own-2023-purchases","c-own-kelleher-forms","c-own-march-2025-returns","c-own-2026-awards","c-own-dagostino-2015","c-own-riley-sale-2026","c-own-forman-2026","c-own-weitzman-2026","c-own-yessner-award","c-own-sheldon","c-own-williams","c-kahn-associate","c-kahn-liberty-account","c-kahn-court-history","c-kahn-court-stakes","c-kahn-press-loans","c-kahn-rac-2018","c-kahn-badcock-2021","c-kahn-badcock-2022","c-kahn-badcock-945","c-kahn-approach-2023","c-kahn-april-2023","c-kahn-structure","c-kahn-ecl","c-kahn-guarantee","c-kahn-64m","c-kahn-iia","c-kahn-consortium","c-kahn-merger-close","c-kahn-insider-forms","c-kahn-closing-stake","c-kahn-advisory","c-kahn-trust-history","c-kahn-trust-loans","c-kahn-trust-closing","c-loss-vcm-note","c-loss-vcm-related","c-loss-impairment-2024","c-loss-plan","c-loss-cro-rsa","c-loss-brrii-sale","c-loss-badcock-loans-sold","c-loss-conns","c-loss-conns-outcome","c-loss-conns-consulting","c-loss-bebe-franchise","c-loss-court-exposure","c-loss-press-markdown","c-loss-press-2025","c-pro-learned-2023","c-pro-press-settlement","c-pro-charge-plea","c-sec-subpoenas-2024","c-sec-testimony-2026","c-sec-internal-review","c-sec-petrillo","c-sec-corpfin-letter","c-sec-press-widened","c-sec-aug2024-reaction","c-sec-unasserted","c-sec-finra-cause","c-lit-sec-class-filing","c-lit-sec-class-order","c-lit-sec-class-scienter","c-lit-sec-class-20a","c-lit-sec-class-schedule","c-lit-notes-class","c-lit-delderiv-dismissal","c-lit-delderiv-prophecy","c-lit-delderiv-board-approval","c-lit-delderiv-independence","c-lit-indep-sheldon","c-lit-indep-dagostino","c-lit-indep-walters","c-lit-indep-brandt","c-lit-deriv-la","c-lit-deriv-cdcal","c-lit-deriv-2026-stayed","c-lit-220-demand","c-lit-frg-class-delaware","c-lit-aaa-spv","c-lit-finra-arbitrations","c-lit-willkie-suit","c-lit-ust-subpoena","c-lit-trust-filing","c-lit-trust-counts-riley","c-lit-trust-receivables-talks","c-lit-trust-nov2023","c-lit-trust-glassratner","c-lit-sorrento","c-lit-wunderlich-arbitration","c-lit-wunderlich-indemnity","c-lit-nogin-bankruptcy","c-debt-total-2025","c-debt-structure-2025","c-debt-2025-steps","c-debt-q1-2026","c-debt-net-income-2025","c-debt-h1-2026","c-debt-parent-deficit","c-debt-equity-2026","c-debt-nomura-2021","c-debt-nomura-2023","c-debt-nomura-amend4","c-debt-oaktree-agreement","c-debt-oaktree-warrants","c-debt-oaktree-warrant-exercise","c-debt-oaktree-repay-2025","c-debt-oaktree-amend1-4","c-debt-oaktree-collateral","c-debt-oaktree-amend6","c-debt-term-loans","c-debt-brpac-2018","c-debt-brpac-2025","c-debt-lingo","c-debt-targus-pnc","c-debt-targus-breaches","c-debt-targus-fgi","c-debt-bebe-slr","c-debt-notes-table","c-debt-new-notes","c-debt-redeem-550","c-debt-redeem-650","c-debt-dba-exchanges","c-debt-dba-h1-2026","c-debt-common-dividend","c-debt-preferred-suspension","c-debt-preferred-default","c-debt-nasdaq","c-debt-marcum-tenure","c-debt-marcum-dismissal","c-debt-material-weaknesses","c-debt-bdo-independence","c-debt-audit-fees","c-debt-bdo-auditor","c-sale-brands","c-sale-bebe-brands","c-sale-ga","c-sale-ga-epa","c-sale-acr","c-sale-acr-mipa","c-sale-2025-summary","c-sale-stifel","c-sale-glassratner","c-sale-calnrg","c-sale-nogin","c-sale-none-2026","c-inv-bw-irs","c-inv-bw-voting","c-inv-bw-proxy-holding","c-inv-bw-guaranty-2021","c-inv-bw-surety","c-inv-bw-axos-guaranty","c-inv-bw-fees","c-inv-bw-agent","c-inv-bw-rights-offering","c-inv-apld-related","c-inv-apld-preferred","c-inv-biomerica","c-inv-13d-statement","c-inv-sangoma-agreement","c-inv-sangoma-guarantee","c-inv-sangoma-financing","c-inv-sangoma-release","c-inv-arena","c-inv-exela","c-inv-ga-holdings-credit","c-inv-ga-joann","c-inv-equity-method","c-inv-enovum","c-inv-spacex","c-inv-carried-interest-q2","c-inv-written-puts","c-inv-securities","c-inv-portfolio","c-inv-brc-trust","c-inv-eos","c-inv-synchronoss","c-inv-10pct-reports","c-inv-brpm250-sponsor","c-inv-targus","c-be-short-report","c-be-register-image","c-be-later-officers","c-be-complaint","c-be-plaintiff-allegations","c-be-form4","c-be-spa","c-be-axos-paydown","c-rp-whitehawk","c-rp-charlie-riley","c-rp-qmation","c-rp-dash-2021","c-rp-dash-sale","c-rp-young-bw"],"badges":[{"label":"SEC document subpoenas (July and November 2024) and 2026 testimony subpoenas to employees; inquiry pending, no finding of violation","claim_ids":["c-sec-subpoenas-2024","c-sec-testimony-2026"],"code":"A1","category":"REGULATORY_ACTION","subject_id":"brc"},{"label":"Defendant in the federal securities class action (C.D. 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Riley Financial","Great American Group, Inc.","BRC Group Holdings"],"identifiers":[{"scheme":"company_register","value":"4676810","issuer":"Delaware Division of Corporations"},{"scheme":"other","value":"0001464790","issuer":"U.S. Securities and Exchange Commission (Central Index Key)"},{"scheme":"other","value":"270223495","issuer":"U.S. Internal Revenue Service (employer identification number)"}],"same_as":["https://data.sec.gov/submissions/CIK0001464790.json"],"role":"","period":""},"reading":"BRC Group Holdings, Inc. (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"br-funding-2024","record":{"id":"br-funding-2024","name":"BR Funding Holdings 2024-1 LLC","type":"organization","group":"counterparties","claim_ids":["c-sale-brands-tca"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"BR Funding Holdings 2024-1 LLC (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"dash","record":{"id":"dash","name":"Dash Medical Holdings, LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson","c-rp-dash-2021","c-rp-dash-formd","c-rp-dash-sale"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"Dash Medical Holdings, LLC (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"arena","record":{"id":"arena","name":"The Arena Group Holdings, Inc.","type":"organization","group":"counterparties","claim_ids":["c-inv-arena"],"subtype":"company","aliases":["theMaven, Inc."],"role":"","period":""},"reading":"The Arena Group Holdings, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"xbp","record":{"id":"xbp","name":"XBP Americas, LLC","type":"organization","group":"counterparties","claim_ids":["c-inv-exela"],"subtype":"company","role":"","period":""},"reading":"XBP Americas, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"exela-holdco","record":{"id":"exela-holdco","name":"Exela Receivables 3 Holdco, LLC","type":"organization","group":"counterparties","claim_ids":["c-inv-exela"],"subtype":"company","role":"","period":""},"reading":"Exela Receivables 3 Holdco, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"ga-joann","record":{"id":"ga-joann","name":"GA Joann Retail Partnership, LLC","type":"organization","group":"counterparties","claim_ids":["c-inv-ga-joann"],"subtype":"company","role":"","period":""},"reading":"GA Joann Retail Partnership, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"torticity","record":{"id":"torticity","name":"Torticity, LLC","type":"organization","group":"counterparties","claim_ids":["c-loss-torticity"],"subtype":"company","role":"","period":""},"reading":"Torticity, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"sorrento","record":{"id":"sorrento","name":"Sorrento Therapeutics, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lit-sorrento"],"subtype":"company","role":"","period":""},"reading":"Sorrento Therapeutics, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"enovum","record":{"id":"enovum","name":"Enovum NC-1 Venture, LLC","type":"organization","group":"counterparties","claim_ids":["c-inv-enovum"],"subtype":"company","role":"","period":""},"reading":"Enovum NC-1 Venture, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"sangoma","record":{"id":"sangoma","name":"Sangoma Technologies Corporation","type":"organization","group":"counterparties","claim_ids":["c-debt-oaktree-amend6","c-inv-sangoma-agreement","c-inv-sangoma-guarantee","c-inv-sangoma-financing","c-inv-sangoma-release"],"subtype":"company","jurisdiction":"ca","role":"","period":""},"reading":"Sangoma Technologies Corporation (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"bw","record":{"id":"bw","name":"Babcock & Wilcox Enterprises, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-riley-boards","c-lead-young","c-lead-young-edgar","c-kahn-kahn-edgar","c-inv-bw-irs","c-inv-bw-voting","c-inv-bw-proxy-holding","c-inv-bw-guaranty-2021","c-inv-bw-surety","c-inv-bw-axos-guaranty","c-inv-bw-fees","c-inv-bw-agent","c-inv-bw-auditor","c-inv-bw-rights-offering","c-inv-portfolio","c-inv-10pct-reports","c-be-contract","c-be-revenue","c-be-warrant","c-be-short-report","c-be-complaint","c-be-plaintiff-allegations","c-be-form4","c-be-spa","c-be-axos-paydown","c-rp-young-bw"],"badges":[{"label":"Defendant in a securities class action (N.D. Ohio 5:26-cv-00886) over the Base Electron contract; pending","claim_ids":["c-be-complaint"],"code":"A22","category":"CIVIL_LITIGATION","subject_id":"bw"}],"subtype":"company","jurisdiction":"us","aliases":["B&W"],"role":"","period":""},"reading":"Babcock & Wilcox Enterprises, Inc. (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"wes-cummins","record":{"id":"wes-cummins","name":"Wesley Cummins","type":"person","group":"counterparties","claim_ids":["c-inv-apld-bram","c-inv-apld-spa-2025","c-be-ownership","c-be-register-image","c-be-later-officers"],"subtype":"person","aliases":["Wes Cummins"],"role":"","period":""},"reading":"Wesley Cummins (person)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"afob","record":{"id":"afob","name":"AFOB FIP MS, LLC","type":"organization","group":"counterparties","claim_ids":["c-be-spa"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"AFOB FIP MS, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"afo-blackberry","record":{"id":"afo-blackberry","name":"AFO Blackberry LLC","type":"organization","group":"counterparties","claim_ids":["c-be-spa"],"subtype":"company","role":"","period":""},"reading":"AFO Blackberry LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"biomerica","record":{"id":"biomerica","name":"Biomerica Inc","type":"organization","group":"counterparties","claim_ids":["c-lead-riley-edgar","c-inv-biomerica","c-inv-biomerica-board","c-inv-13d-statement","c-inv-10pct-reports"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"Biomerica Inc (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"eos","record":{"id":"eos","name":"Eos Energy Enterprises, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-riley-boards","c-lead-walters","c-lead-young-edgar","c-own-walters-eos","c-lit-indep-walters","c-inv-eos","c-inv-10pct-reports"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"Eos Energy Enterprises, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"synchronoss","record":{"id":"synchronoss","name":"Synchronoss Technologies Inc","type":"organization","group":"counterparties","claim_ids":["c-inv-synchronoss","c-inv-brcm-officers","c-inv-synchronoss-notes","c-inv-10pct-reports"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"Synchronoss Technologies Inc (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"doubledown","record":{"id":"doubledown","name":"DoubleDown Interactive Co., Ltd.","type":"organization","group":"counterparties","claim_ids":["c-inv-portfolio"],"subtype":"company","role":"","period":""},"reading":"DoubleDown Interactive Co., Ltd. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"spacex","record":{"id":"spacex","name":"Space Exploration Technologies Corp.","type":"organization","group":"counterparties","claim_ids":["c-inv-spacex","c-inv-carried-interest-q2","c-inv-portfolio"],"subtype":"company","aliases":["SpaceX"],"role":"","period":""},"reading":"Space Exploration Technologies Corp. (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"faze-clan","record":{"id":"faze-clan","name":"FaZe Clan Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-brandt","c-lead-brandt-faze","c-lit-indep-brandt"],"subtype":"company","role":"","period":""},"reading":"FaZe Clan Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"sonim","record":{"id":"sonim","name":"Sonim Technologies, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-riley-boards","c-lead-young","c-lead-young-edgar","c-inv-10pct-reports"],"subtype":"company","role":"","period":""},"reading":"Sonim Technologies, Inc. (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"charah","record":{"id":"charah","name":"Charah Solutions, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-young","c-lead-young-edgar"],"subtype":"company","jurisdiction":"us","role":"","period":""},"reading":"Charah Solutions, Inc. (organization)"}
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{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"rustic-canyon","record":{"id":"rustic-canyon","name":"Rustic Canyon Partners","type":"organization","group":"counterparties","claim_ids":["c-lead-labran"],"subtype":"company","role":"","period":""},"reading":"Rustic Canyon Partners (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"iconic-sports","record":{"id":"iconic-sports","name":"Iconic Sports Acquisition Corp","type":"organization","group":"counterparties","claim_ids":["c-lead-labran","c-lead-labran-edgar"],"subtype":"company","role":"","period":""},"reading":"Iconic Sports Acquisition Corp (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"idealab","record":{"id":"idealab","name":"Idealab, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-labran"],"subtype":"company","role":"","period":""},"reading":"Idealab, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"sambazon","record":{"id":"sambazon","name":"Sambazon, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-labran"],"subtype":"company","role":"","period":""},"reading":"Sambazon, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"stravos","record":{"id":"stravos","name":"Stravos Education, LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-labran"],"subtype":"company","role":"","period":""},"reading":"Stravos Education, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"b-r-tech-merger","record":{"id":"b-r-tech-merger","name":"B&R Technology Merger Corp.","type":"organization","group":"counterparties","claim_ids":["c-lead-labran-edgar"],"subtype":"company","role":"","period":""},"reading":"B&R Technology Merger Corp. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"testek","record":{"id":"testek","name":"Testek Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson"],"subtype":"company","role":"","period":""},"reading":"Testek Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"odyssey","record":{"id":"odyssey","name":"Odyssey Investment Partners, LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson"],"subtype":"company","role":"","period":""},"reading":"Odyssey Investment Partners, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"eag","record":{"id":"eag","name":"EAG, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson"],"subtype":"company","role":"","period":""},"reading":"EAG, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"l-com","record":{"id":"l-com","name":"L-com, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson"],"subtype":"company","role":"","period":""},"reading":"L-com, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"superior-roofing","record":{"id":"superior-roofing","name":"Superior Roofing Holdco LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-paulson"],"subtype":"company","role":"","period":""},"reading":"Superior Roofing Holdco LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"leading-edge","record":{"id":"leading-edge","name":"Leading Edge Power Solutions, LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-walters"],"subtype":"company","role":"","period":""},"reading":"Leading Edge Power Solutions, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"pacific-specialty","record":{"id":"pacific-specialty","name":"Pacific Specialty Insurance Company","type":"organization","group":"counterparties","claim_ids":["c-lead-walters"],"subtype":"company","role":"","period":""},"reading":"Pacific Specialty Insurance Company (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"soaring-tech","record":{"id":"soaring-tech","name":"Soaring Technologies","type":"organization","group":"counterparties","claim_ids":["c-lead-walters"],"subtype":"company","role":"","period":""},"reading":"Soaring Technologies (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"aldila","record":{"id":"aldila","name":"ALDILA INC","type":"organization","group":"counterparties","claim_ids":["c-lead-sheldon","c-lit-indep-sheldon"],"subtype":"company","role":"","period":""},"reading":"ALDILA INC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"deutsch-na","record":{"id":"deutsch-na","name":"Deutsch North America","type":"organization","group":"counterparties","claim_ids":["c-lead-sheldon"],"subtype":"company","role":"","period":""},"reading":"Deutsch North America (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"centrus","record":{"id":"centrus","name":"Centrus Energy Corp","type":"organization","group":"counterparties","claim_ids":["c-lead-williams-edgar"],"subtype":"company","role":"","period":""},"reading":"Centrus Energy Corp (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"str-holdings","record":{"id":"str-holdings","name":"STR Holdings, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-forman"],"subtype":"company","role":"","period":""},"reading":"STR Holdings, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"brown-rudnick","record":{"id":"brown-rudnick","name":"Brown Rudnick LLP","type":"organization","group":"counterparties","claim_ids":["c-lead-forman"],"subtype":"company","role":"","period":""},"reading":"Brown Rudnick LLP (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"funko","record":{"id":"funko","name":"Funko, Inc.","type":"organization","group":"counterparties","claim_ids":["c-lead-yessner"],"subtype":"company","role":"","period":""},"reading":"Funko, Inc. (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"uti","record":{"id":"uti","name":"Universal Technical Institute Inc","type":"organization","group":"counterparties","claim_ids":["c-lead-yessner"],"subtype":"company","role":"","period":""},"reading":"Universal Technical Institute Inc (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"cemco","record":{"id":"cemco","name":"California Expanded Metal Products Company","type":"organization","group":"counterparties","claim_ids":["c-lead-yessner"],"subtype":"company","role":"","period":""},"reading":"California Expanded Metal Products Company (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"focalpoint","record":{"id":"focalpoint","name":"FocalPoint Securities, LLC","type":"organization","group":"counterparties","claim_ids":["c-lead-moore-brokercheck"],"subtype":"company","role":"","period":""},"reading":"FocalPoint Securities, LLC (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"entities","id":"lodestone","record":{"id":"lodestone","name":"Lodestone Capital Management","type":"organization","group":"counterparties","claim_ids":["c-lead-moore-brokercheck"],"subtype":"company","role":"","period":""},"reading":"Lodestone Capital Management (organization)"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-founder","record":{"id":"rel-a-riley-brc-founder","from":"bryant-riley","to":"brc","status":"documented","role":"Co-founded the business with Tom Kelleher","period":"1997","claim_ids":["c-id-founding"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → brc: Co-founded the business with Tom Kelleher [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-chair","record":{"id":"rel-a-riley-brc-chair","from":"bryant-riley","to":"brc","status":"documented","role":"Chairman of the board","period":"since June 2014","claim_ids":["c-lead-riley-roles","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers","c-lead-riley-edgar","c-sec-subpoenas-2024","c-inv-sangoma-guarantee","c-id-brwm-structure"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bryant-riley → brc: Chairman of the board [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-coceo","record":{"id":"rel-a-riley-brc-coceo","from":"bryant-riley","to":"brc","status":"documented","role":"Co-Chief Executive Officer","period":"since July 2018","claim_ids":["c-lead-riley-roles","c-id-founding","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers","c-lead-riley-edgar","c-sec-subpoenas-2024","c-inv-sangoma-guarantee","c-id-brwm-structure"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bryant-riley → brc: Co-Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-ceo","record":{"id":"rel-a-riley-brc-ceo","from":"bryant-riley","to":"brc","status":"documented","role":"Chief Executive Officer (sole)","period":"June 2014 – July 2018","claim_ids":["c-lead-riley-roles"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → brc: Chief Executive Officer (sole) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-director","record":{"id":"rel-a-riley-brc-director","from":"bryant-riley","to":"brc","status":"documented","role":"Director; re-elected at the May 19, 2026 annual meeting","period":"since August 2009 (re-elected May 19, 2026)","claim_ids":["c-lead-riley-roles","c-lead-board-2026","c-lead-agm-2026","c-lead-riley-edgar","c-lead-edgar-officers","c-lead-independence-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bryant-riley → brc: Director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brc-shares","record":{"id":"rel-a-riley-brc-shares","from":"bryant-riley","to":"brc","status":"documented","role":"Largest shareholder: 24.6% (March 27, 2023), 23.0% (May 2, 2024), 22.6% (October 10, 2025) and 20.0–20.1% (March 2026) of the common stock; 6,574,236 shares held directly after a sale of 195,492 shares on June 16, 2026","period":"2023–2026 (as-of dates)","claim_ids":["c-own-2023","c-own-2024","c-own-2025","c-own-2026","c-own-riley-13d-2026","c-own-riley-2023-detail","c-own-riley-sale-2026","c-own-2023-purchases","c-own-chancery-stake","c-sec-aug2024-reaction","c-loss-press-markdown","c-be-axos-paydown"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"bryant-riley → brc: Largest shareholder: 24.6% (March 27, 2023), 23.0% (May 2, 2024), 22.6% (October 10, 2025) and 20.0–20.1% (March 2026) of the common stock; 6,574,236 shares held directly after a sale of 195,492 shares on June 16, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-axos-pledge","record":{"id":"rel-a-riley-axos-pledge","from":"bryant-riley","to":"axos","status":"documented","role":"Borrower under a personal credit agreement secured by a pledge of BRC shares (4,389,553 shares from 2019, 5,804,124 from 2023); repaid in part from a February 2026 sale of B&W shares, pledge released and agreements terminated by March 2026","period":"March 19, 2019 – March 2026","claim_ids":["c-own-riley-pledge","c-be-axos-paydown"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"bryant-riley → axos: Borrower under a personal credit agreement secured by a pledge of BRC shares (4,389,553 shares from 2019, 5,804,124 from 2023); repaid in part from a February 2026 sale of B&W shares, pledge released and agreements terminated by March 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-biomerica","record":{"id":"rel-a-riley-biomerica","from":"bryant-riley","to":"biomerica","status":"documented","role":"Listed in the ten-percent-owner category for Biomerica (report dated August 25, 2026)","period":"as of August 25, 2026","claim_ids":["c-lead-riley-edgar"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"bryant-riley → biomerica: Listed in the ten-percent-owner category for Biomerica (report dated August 25, 2026) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brco-founder","record":{"id":"rel-a-riley-brco-founder","from":"bryant-riley","to":"b-riley-co","status":"documented","role":"Founded the brokerage and was its Chairman until its 2017 combination with FBR Capital Markets & Co.","period":"1997–2017","claim_ids":["c-lead-riley-roles","c-lead-riley-brokercheck"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → b-riley-co: Founded the brokerage and was its Chairman until its 2017 combination with FBR Capital Markets & Co. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brco-ceo","record":{"id":"rel-a-riley-brco-ceo","from":"bryant-riley","to":"b-riley-co","status":"documented","role":"Chief Executive Officer","period":"1997–2006","claim_ids":["c-lead-riley-roles"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → b-riley-co: Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brco-coceo","record":{"id":"rel-a-riley-brco-coceo","from":"bryant-riley","to":"b-riley-co","status":"documented","role":"Co-Chief Executive Officer (FINRA executive-officer listing; the firm ceased business on December 31, 2018)","period":"from August 2017","claim_ids":["c-id-brco-owners"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → b-riley-co: Co-Chief Executive Officer (FINRA executive-officer listing; the firm ceased business on December 31, 2018) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brs-execchair","record":{"id":"rel-a-riley-brs-execchair","from":"bryant-riley","to":"brs","status":"documented","role":"Executive Chairman","period":"since April 2026","claim_ids":["c-id-brs-officers","c-id-brs-leadership-2026"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bryant-riley → brs: Executive Chairman [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brs-coexecchair","record":{"id":"rel-a-riley-brs-coexecchair","from":"bryant-riley","to":"brs","status":"documented","role":"Co-Executive Chairman","period":"November 2017 – March 2025","claim_ids":["c-lead-riley-brokercheck"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → brs: Co-Executive Chairman [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brs-registered","record":{"id":"rel-a-riley-brs-registered","from":"bryant-riley","to":"brs","status":"documented","role":"Registered representative","period":"since June 29, 2017","claim_ids":["c-lead-riley-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"bryant-riley → brs: Registered representative [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brcm-ceo","record":{"id":"rel-a-riley-brcm-ceo","from":"bryant-riley","to":"br-capital-mgmt","status":"documented","role":"Chief Executive Officer and member of the Board of Managers","period":"as listed in March 2025","claim_ids":["c-inv-brcm-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"bryant-riley → br-capital-mgmt: Chief Executive Officer and member of the Board of Managers [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brcm-registered","record":{"id":"rel-a-riley-brcm-registered","from":"bryant-riley","to":"br-capital-mgmt","status":"documented","role":"Registered with the investment adviser","period":"September 2015 – March 2025","claim_ids":["c-lead-riley-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → br-capital-mgmt: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-rim-registered","record":{"id":"rel-a-riley-rim-registered","from":"bryant-riley","to":"riley-investment-mgmt","status":"documented","role":"Registered with the investment adviser","period":"April 2007 – July 2015","claim_ids":["c-lead-riley-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → riley-investment-mgmt: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brwps-registered","record":{"id":"rel-a-riley-brwps-registered","from":"bryant-riley","to":"brw-private-shares","status":"documented","role":"Registered with the investment adviser","period":"November – December 2025","claim_ids":["c-lead-riley-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → brw-private-shares: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brpm250-chair","record":{"id":"rel-a-riley-brpm250-chair","from":"bryant-riley","to":"brpm-250","status":"documented","role":"Chairman of the special purpose acquisition company","period":"from May 2021","claim_ids":["c-lead-riley-boards"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"bryant-riley → brpm-250: Chairman of the special purpose acquisition company [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-brpm150-chair","record":{"id":"rel-a-riley-brpm150-chair","from":"bryant-riley","to":"brpm-150","status":"documented","role":"Chairman of the special purpose acquisition company (combined with FaZe Holdings)","period":"June 2020 – July 2022","claim_ids":["c-lead-riley-boards"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → brpm-150: Chairman of the special purpose acquisition company (combined with FaZe Holdings) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-sonim","record":{"id":"rel-a-riley-sonim","from":"bryant-riley","to":"sonim","status":"documented","role":"Director","period":"October 2017 – March 2019","claim_ids":["c-lead-riley-boards"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → sonim: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-select","record":{"id":"rel-a-riley-select","from":"bryant-riley","to":"select-interior","status":"documented","role":"Director","period":"November 2019 – October 2021","claim_ids":["c-lead-riley-boards"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → select-interior: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-riley-aldila","record":{"id":"rel-a-riley-aldila","from":"bryant-riley","to":"aldila","status":"reported","role":"Former director, on the board together with Michael Sheldon about fifteen years before the 2025 derivative case (as recited by the court from the complaint)","period":"about 2010 (approximate)","claim_ids":["c-lit-indep-sheldon"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → aldila: Former director, on the board together with Michael Sheldon about fifteen years before the 2025 derivative case (as recited by the court from the complaint) [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-founder","record":{"id":"rel-a-kelleher-brc-founder","from":"tom-kelleher","to":"brc","status":"documented","role":"Co-founded the business with Bryant Riley","period":"1997","claim_ids":["c-id-founding"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → brc: Co-founded the business with Bryant Riley [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-coceo","record":{"id":"rel-a-kelleher-brc-coceo","from":"tom-kelleher","to":"brc","status":"documented","role":"Co-Chief Executive Officer","period":"since July 2018","claim_ids":["c-lead-kelleher-roles","c-id-founding","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers","c-lead-kelleher-edgar"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"tom-kelleher → brc: Co-Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-president","record":{"id":"rel-a-kelleher-brc-president","from":"tom-kelleher","to":"brc","status":"documented","role":"President","period":"August 2014 – July 2018","claim_ids":["c-lead-kelleher-roles"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → brc: President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-director","record":{"id":"rel-a-kelleher-brc-director","from":"tom-kelleher","to":"brc","status":"documented","role":"Director; re-elected at the May 19, 2026 annual meeting","period":"since October 2015 (re-elected May 19, 2026)","claim_ids":["c-lead-kelleher-roles","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"tom-kelleher → brc: Director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-signatory","record":{"id":"rel-a-kelleher-brc-signatory","from":"tom-kelleher","to":"brc","status":"documented","role":"Authorized officer who signed the certificate of amendment changing the name to BRC Group Holdings, Inc.","period":"December 22, 2025","claim_ids":["c-id-name-change"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → brc: Authorized officer who signed the certificate of amendment changing the name to BRC Group Holdings, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brc-shares","record":{"id":"rel-a-kelleher-brc-shares","from":"tom-kelleher","to":"brc","status":"documented","role":"Shareholder: 3.2% (March 2023), 3.3% (May 2024), 3.2% (October 2025) and 2.9% (March 26, 2026) of the common stock, largely held indirectly (899,288 indirect and 70,541 direct shares in 2026 Form 4 reports)","period":"2023–2026 (as-of dates)","claim_ids":["c-own-2023","c-own-2024","c-own-2025","c-own-2026","c-own-kelleher-forms"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"tom-kelleher → brc: Shareholder: 3.2% (March 2023), 3.3% (May 2024), 3.2% (October 2025) and 2.9% (March 26, 2026) of the common stock, largely held indirectly (899,288 indirect and 70,541 direct shares in 2026 Form 4 reports) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brco-ceo","record":{"id":"rel-a-kelleher-brco-ceo","from":"tom-kelleher","to":"b-riley-co","status":"documented","role":"Chief Executive Officer","period":"2006–2014","claim_ids":["c-lead-kelleher-roles","c-lead-kelleher-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → b-riley-co: Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brco-senior","record":{"id":"rel-a-kelleher-brco-senior","from":"tom-kelleher","to":"b-riley-co","status":"documented","role":"Senior positions including Chief Financial Officer and Chief Compliance Officer","period":"1997–2006","claim_ids":["c-lead-kelleher-roles"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → b-riley-co: Senior positions including Chief Financial Officer and Chief Compliance Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brco-coceo","record":{"id":"rel-a-kelleher-brco-coceo","from":"tom-kelleher","to":"b-riley-co","status":"documented","role":"Co-Chief Executive Officer (FINRA executive-officer listing; the firm ceased business on December 31, 2018)","period":"from August 2017","claim_ids":["c-id-brco-owners"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → b-riley-co: Co-Chief Executive Officer (FINRA executive-officer listing; the firm ceased business on December 31, 2018) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brs-coexecchair","record":{"id":"rel-a-kelleher-brs-coexecchair","from":"tom-kelleher","to":"brs","status":"documented","role":"Co-Executive Chairman and director","period":"November 2017 – March 2025","claim_ids":["c-lead-kelleher-brokercheck","c-inv-brcm-officers"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → brs: Co-Executive Chairman and director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brs-registered","record":{"id":"rel-a-kelleher-brs-registered","from":"tom-kelleher","to":"brs","status":"documented","role":"Registered representative","period":"since June 29, 2017","claim_ids":["c-lead-kelleher-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"tom-kelleher → brs: Registered representative [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brcm","record":{"id":"rel-a-kelleher-brcm","from":"tom-kelleher","to":"br-capital-mgmt","status":"documented","role":"President and member of the Board of Managers","period":"February 2015 – March 2025","claim_ids":["c-lead-kelleher-brokercheck","c-inv-brcm-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → br-capital-mgmt: President and member of the Board of Managers [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-rim","record":{"id":"rel-a-kelleher-rim","from":"tom-kelleher","to":"riley-investment-mgmt","status":"documented","role":"Registered with the investment adviser","period":"October 2002 – July 2015","claim_ids":["c-lead-kelleher-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tom-kelleher → riley-investment-mgmt: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-brwps","record":{"id":"rel-a-kelleher-brwps","from":"tom-kelleher","to":"brw-private-shares","status":"documented","role":"Registered with the investment adviser","period":"since November 21, 2025","claim_ids":["c-lead-kelleher-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"tom-kelleher → brw-private-shares: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-standard-div","record":{"id":"rel-a-kelleher-standard-div","from":"tom-kelleher","to":"standard-diversified","status":"documented","role":"Director (EDGAR report as Special Diversified Opportunities Inc.)","period":"reported October 19, 2015","claim_ids":["c-lead-kelleher-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"tom-kelleher → standard-diversified: Director (EDGAR report as Special Diversified Opportunities Inc.) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-kelleher-frg","record":{"id":"rel-a-kelleher-frg","from":"tom-kelleher","to":"frg","status":"documented","role":"Indirect holder of 13,768 FRG shares (Form 3 of August 17, 2023), sold at the August 21, 2023 closing; listed in the ten-percent-owner category in a report dated August 7, 2023","period":"August 2023","claim_ids":["c-lead-kelleher-edgar","c-kahn-insider-forms"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"tom-kelleher → frg: Indirect holder of 13,768 FRG shares (Form 3 of August 17, 2023), sold at the August 21, 2023 closing; listed in the ten-percent-owner category in a report dated August 7, 2023 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-yessner-brc","record":{"id":"rel-a-yessner-brc","from":"scott-yessner","to":"brc","status":"documented","role":"Executive Vice President and Chief Financial Officer","period":"since June 3, 2025","claim_ids":["c-lead-yessner","c-lead-officers-2026","c-lead-edgar-officers","c-lead-ahn"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"scott-yessner → brc: Executive Vice President and Chief Financial Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-yessner-brc-shares","record":{"id":"rel-a-yessner-brc-shares","from":"scott-yessner","to":"brc","status":"documented","role":"Received an award of 100,000 company shares on joining","period":"June 3, 2025","claim_ids":["c-own-yessner-award"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"scott-yessner → brc: Received an award of 100,000 company shares on joining [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-yessner-funko","record":{"id":"rel-a-yessner-funko","from":"scott-yessner","to":"funko","status":"documented","role":"Chief Financial Officer (recorded in EDGAR as interim CFO)","period":"2022–2023","claim_ids":["c-lead-yessner"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"scott-yessner → funko: Chief Financial Officer (recorded in EDGAR as interim CFO) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-yessner-cemco","record":{"id":"rel-a-yessner-cemco","from":"scott-yessner","to":"cemco","status":"documented","role":"Chief Financial Officer","period":"2020–2022","claim_ids":["c-lead-yessner"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"scott-yessner → cemco: Chief Financial Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-yessner-uti","record":{"id":"rel-a-yessner-uti","from":"scott-yessner","to":"uti","status":"documented","role":"Chief Financial Officer (recorded in EDGAR as interim CFO)","period":"2018–2019","claim_ids":["c-lead-yessner"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"scott-yessner → uti: Chief Financial Officer (recorded in EDGAR as interim CFO) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-ahn-brc-cfo","record":{"id":"rel-a-ahn-brc-cfo","from":"phillip-ahn","to":"brc","status":"documented","role":"Chief Financial Officer and Chief Operating Officer","period":"April 2013 – June 3, 2025","claim_ids":["c-lead-ahn","c-lead-officers-2024","c-lead-edgar-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"phillip-ahn → brc: Chief Financial Officer and Chief Operating Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-ahn-brc-svp","record":{"id":"rel-a-ahn-brc-svp","from":"phillip-ahn","to":"brc","status":"documented","role":"Senior Vice President, Strategy and Corporate Development","period":"February 2010 – April 2013","claim_ids":["c-lead-ahn"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"phillip-ahn → brc: Senior Vice President, Strategy and Corporate Development [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-ahn-brc-shares","record":{"id":"rel-a-ahn-brc-shares","from":"phillip-ahn","to":"brc","status":"documented","role":"Bought 300,000 shares of the company, then Great American Group, Inc.","period":"May 19, 2014","claim_ids":["c-own-2014-purchases"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"phillip-ahn → brc: Bought 300,000 shares of the company, then Great American Group, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-forman-brc","record":{"id":"rel-a-forman-brc","from":"alan-forman","to":"brc","status":"documented","role":"Executive Vice President, General Counsel and Secretary; retired and succeeded by Fred Knopf","period":"May 2015 – July 2026","claim_ids":["c-lead-forman","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers","c-lead-knopf"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"alan-forman → brc: Executive Vice President, General Counsel and Secretary; retired and succeeded by Fred Knopf [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-forman-brc-shares","record":{"id":"rel-a-forman-brc-shares","from":"alan-forman","to":"brc","status":"documented","role":"Shareholder: sold 100,000 shares in May 2026 and held 34,974 shares directly after a June 30, 2026 withholding","period":"as of June 30, 2026","claim_ids":["c-own-forman-2026"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"alan-forman → brc: Shareholder: sold 100,000 shares in May 2026 and held 34,974 shares directly after a June 30, 2026 withholding [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-forman-brco","record":{"id":"rel-a-forman-brco","from":"alan-forman","to":"b-riley-co","status":"documented","role":"General Counsel (FINRA executive-officer listing; the firm ceased business on December 31, 2018)","period":"from June 2015","claim_ids":["c-id-brco-owners"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"alan-forman → b-riley-co: General Counsel (FINRA executive-officer listing; the firm ceased business on December 31, 2018) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-forman-str","record":{"id":"rel-a-forman-str","from":"alan-forman","to":"str-holdings","status":"documented","role":"Vice President and General Counsel, then Senior Vice President and General Counsel","period":"May 2010 – May 2015","claim_ids":["c-lead-forman"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"alan-forman → str-holdings: Vice President and General Counsel, then Senior Vice President and General Counsel [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-forman-brown-rudnick","record":{"id":"rel-a-forman-brown-rudnick","from":"alan-forman","to":"brown-rudnick","status":"documented","role":"Partner","period":"May 1998 – May 2010","claim_ids":["c-lead-forman"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"alan-forman → brown-rudnick: Partner [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-knopf-brc","record":{"id":"rel-a-knopf-brc","from":"fred-knopf","to":"brc","status":"documented","role":"Executive Vice President, General Counsel and Secretary","period":"since July 1, 2026","claim_ids":["c-lead-knopf","c-lead-edgar-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"fred-knopf → brc: Executive Vice President, General Counsel and Secretary [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-weitzman-brc","record":{"id":"rel-a-weitzman-brc","from":"howard-weitzman","to":"brc","status":"documented","role":"Senior Vice President and Chief Accounting Officer","period":"since December 2009","claim_ids":["c-lead-weitzman","c-lead-officers-2026","c-lead-officers-2024","c-lead-edgar-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"howard-weitzman → brc: Senior Vice President and Chief Accounting Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-weitzman-brc-shares","record":{"id":"rel-a-weitzman-brc-shares","from":"howard-weitzman","to":"brc","status":"documented","role":"Shareholder: bought 150,000 shares through indirect holdings on May 19, 2014; held 53,710 shares directly after an April 13, 2026 withholding","period":"2014–2026","claim_ids":["c-own-2014-purchases","c-own-weitzman-2026"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"howard-weitzman → brc: Shareholder: bought 150,000 shares through indirect holdings on May 19, 2014; held 53,710 shares directly after an April 13, 2026 withholding [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brc","record":{"id":"rel-a-moore-brc","from":"andrew-moore","to":"brc","status":"documented","role":"Executive officer of BRC as Chief Executive Officer of B. Riley Securities; not re-appointed in 2026","period":"listed as of March 31, 2024 and in EDGAR reports to March 2025","claim_ids":["c-lead-officers-2024","c-lead-edgar-officers","c-lead-moore"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → brc: Executive officer of BRC as Chief Executive Officer of B. Riley Securities; not re-appointed in 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brc-shares","record":{"id":"rel-a-moore-brc-shares","from":"andrew-moore","to":"brc","status":"documented","role":"Shareholder: 1.2% (March 27, 2023) and 1.0% (May 2, 2024) of the common stock","period":"2023–2024 (as-of dates)","claim_ids":["c-own-2023","c-own-2024"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"andrew-moore → brc: Shareholder: 1.2% (March 27, 2023) and 1.0% (May 2, 2024) of the common stock [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brs-ceo","record":{"id":"rel-a-moore-brs-ceo","from":"andrew-moore","to":"brs","status":"documented","role":"Chief Executive Officer, then Co-Chief Executive Officer from September 18, 2025","period":"July 10, 2018 – January 2, 2026","claim_ids":["c-lead-moore","c-lead-moore-brokercheck","c-lead-officers-2024","c-id-rebrand-2020"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → brs: Chief Executive Officer, then Co-Chief Executive Officer from September 18, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brs-president","record":{"id":"rel-a-moore-brs-president","from":"andrew-moore","to":"brs","status":"documented","role":"President","period":"2016–2018","claim_ids":["c-lead-moore"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → brs: President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brs-ceo-2026","record":{"id":"rel-a-moore-brs-ceo-2026","from":"andrew-moore","to":"brs","status":"documented","role":"Chief Executive Officer (returned)","period":"since April 2026","claim_ids":["c-id-brs-officers","c-id-brs-leadership-2026"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"andrew-moore → brs: Chief Executive Officer (returned) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brsh-chair","record":{"id":"rel-a-moore-brsh-chair","from":"andrew-moore","to":"brsh","status":"documented","role":"Chairman of the board","period":"since January 3, 2026","claim_ids":["c-lead-moore"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"andrew-moore → brsh: Chairman of the board [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-brco","record":{"id":"rel-a-moore-brco","from":"andrew-moore","to":"b-riley-co","status":"documented","role":"Institutional sales professional; Director of Sales from 2011","period":"2006–2017","claim_ids":["c-lead-moore","c-lead-moore-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → b-riley-co: Institutional sales professional; Director of Sales from 2011 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-focalpoint","record":{"id":"rel-a-moore-focalpoint","from":"andrew-moore","to":"focalpoint","status":"documented","role":"Registered representative","period":"January 2022 – January 2023","claim_ids":["c-lead-moore-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → focalpoint: Registered representative [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-moore-lodestone","record":{"id":"rel-a-moore-lodestone","from":"andrew-moore","to":"lodestone","status":"documented","role":"Registered with the investment adviser","period":"February 2010 – December 2019","claim_ids":["c-lead-moore-brokercheck"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-moore → lodestone: Registered with the investment adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-nardini-brs","record":{"id":"rel-a-nardini-brs","from":"joseph-nardini","to":"brs","status":"documented","role":"President (promoted from Head of Investment Banking; listed by FINRA as Co-President)","period":"from April 2026","claim_ids":["c-id-brs-officers","c-id-brs-leadership-2026"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"joseph-nardini → brs: President (promoted from Head of Investment Banking; listed by FINRA as Co-President) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-mcnicoll-brs","record":{"id":"rel-a-mcnicoll-brs","from":"patrice-mcnicoll","to":"brs","status":"documented","role":"Co-President","period":"from May 2026","claim_ids":["c-id-brs-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"patrice-mcnicoll → brs: Co-President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-pigott-brs","record":{"id":"rel-a-pigott-brs","from":"frank-pigott","to":"brs","status":"documented","role":"General Counsel and Chief Compliance Officer","period":"from March 2026","claim_ids":["c-id-brs-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"frank-pigott → brs: General Counsel and Chief Compliance Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-schutt-brs","record":{"id":"rel-a-schutt-brs","from":"janelle-schutt","to":"brs","status":"documented","role":"Controller","period":"since October 2008","claim_ids":["c-id-brs-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"janelle-schutt → brs: Controller [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-swain-brs","record":{"id":"rel-a-swain-brs","from":"mary-ann-swain","to":"brs","status":"documented","role":"Chief Financial Officer","period":"from May 2026","claim_ids":["c-id-brs-officers"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mary-ann-swain → brs: Chief Financial Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-brpi","record":{"id":"rel-a-young-brpi","from":"kenneth-young","to":"brpi","status":"documented","role":"Chief Executive Officer","period":"since October 2016","claim_ids":["c-lead-young","c-id-rebrand-2020"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"kenneth-young → brpi: Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-frg","record":{"id":"rel-a-young-frg","from":"kenneth-young","to":"frg","status":"documented","role":"Director (of Liberty Tax, Inc., later Franchise Group)","period":"2018–2020","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → frg: Director (of Liberty Tax, Inc., later Franchise Group) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-bebe","record":{"id":"rel-a-young-bebe","from":"kenneth-young","to":"bebe","status":"documented","role":"Director","period":"January 2018 – April 2019","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → bebe: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-charah","record":{"id":"rel-a-young-charah","from":"kenneth-young","to":"charah","status":"documented","role":"Director","period":"August 2021 – September 2022","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → charah: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-globalstar","record":{"id":"rel-a-young-globalstar","from":"kenneth-young","to":"globalstar","status":"documented","role":"Director","period":"November 2015 – December 2018","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → globalstar: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-orion","record":{"id":"rel-a-young-orion","from":"kenneth-young","to":"orion","status":"documented","role":"Director","period":"August 2017 – May 2020","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → orion: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-sonim","record":{"id":"rel-a-young-sonim","from":"kenneth-young","to":"sonim","status":"documented","role":"Director","period":"2018 – February 2022","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → sonim: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-standard-div","record":{"id":"rel-a-young-standard-div","from":"kenneth-young","to":"standard-diversified","status":"documented","role":"Director","period":"2015–2017","claim_ids":["c-lead-young","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → standard-diversified: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-alta","record":{"id":"rel-a-young-alta","from":"kenneth-young","to":"alta-equipment","status":"documented","role":"Director and Chief Executive Officer reports in EDGAR (2019), after serving as CEO of the SPAC that combined with Alta Equipment Group","period":"reported 2019","claim_ids":["c-lead-young-edgar","c-lead-young"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"kenneth-young → alta-equipment: Director and Chief Executive Officer reports in EDGAR (2019), after serving as CEO of the SPAC that combined with Alta Equipment Group [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-young-eos","record":{"id":"rel-a-young-eos","from":"kenneth-young","to":"eos","status":"documented","role":"Director (EDGAR report)","period":"reported 2020","claim_ids":["c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"kenneth-young → eos: Director (EDGAR report) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-antin-brc","record":{"id":"rel-a-antin-brc","from":"robert-antin","to":"brc","status":"documented","role":"Independent director; re-elected at the May 19, 2026 annual meeting","period":"since June 2017 (re-elected May 19, 2026)","claim_ids":["c-lead-antin","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025","c-lead-edgar-directors"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"robert-antin → brc: Independent director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-antin-brc-shares","record":{"id":"rel-a-antin-brc-shares","from":"robert-antin","to":"brc","status":"documented","role":"Shareholder: 1.7% (May 2024) and 1.0% (October 2025) of the common stock, including shares held by a living trust and a family foundation; 131,914 shares held directly after an April 3, 2026 award","period":"2023–2026 (as-of dates)","claim_ids":["c-own-antin","c-own-2023-purchases","c-own-2024","c-own-2025"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"robert-antin → brc: Shareholder: 1.7% (May 2024) and 1.0% (October 2025) of the common stock, including shares held by a living trust and a family foundation; 131,914 shares held directly after an April 3, 2026 award [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-antin-vca","record":{"id":"rel-a-antin-vca","from":"robert-antin","to":"vca","status":"documented","role":"Co-founder; Chief Executive Officer and President from inception and Chairman until the company's private acquisition","period":"1986–2017","claim_ids":["c-lead-antin"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"robert-antin → vca: Co-founder; Chief Executive Officer and President from inception and Chairman until the company's private acquisition [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-antin-rexford","record":{"id":"rel-a-antin-rexford","from":"robert-antin","to":"rexford","status":"documented","role":"Director","period":"since July 2013","claim_ids":["c-lead-antin"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"robert-antin → rexford: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-antin-heska","record":{"id":"rel-a-antin-heska","from":"robert-antin","to":"heska","status":"documented","role":"Director","period":"November 2020 – May 2023","claim_ids":["c-lead-antin"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"robert-antin → heska: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-brc","record":{"id":"rel-a-brandt-brc","from":"tammy-brandt","to":"brc","status":"documented","role":"Independent director; re-elected at the May 19, 2026 annual meeting","period":"since December 20, 2021 (re-elected May 19, 2026)","claim_ids":["c-lead-brandt","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025","c-lead-edgar-directors","c-lead-brandt-faze"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"tammy-brandt → brc: Independent director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-brc-shares","record":{"id":"rel-a-brandt-brc-shares","from":"tammy-brandt","to":"brc","status":"documented","role":"Bought 1,635 shares on November 9, 2023, holding 6,195 afterwards","period":"November 2023","claim_ids":["c-own-2023-purchases"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"tammy-brandt → brc: Bought 1,635 shares on November 9, 2023, holding 6,195 afterwards [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-caa","record":{"id":"rel-a-brandt-caa","from":"tammy-brandt","to":"caa","status":"documented","role":"Senior member of the legal team","period":"since February 2023","claim_ids":["c-lead-brandt"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"tammy-brandt → caa: Senior member of the legal team [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-fazeclan","record":{"id":"rel-a-brandt-fazeclan","from":"tammy-brandt","to":"faze-clan","status":"documented","role":"Chief Legal Officer and Head of Business and Legal Affairs","period":"March 2021 – January 2023","claim_ids":["c-lead-brandt","c-lead-brandt-faze","c-lit-indep-brandt"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tammy-brandt → faze-clan: Chief Legal Officer and Head of Business and Legal Affairs [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-fazeholdings","record":{"id":"rel-a-brandt-fazeholdings","from":"tammy-brandt","to":"faze-holdings","status":"documented","role":"Chief Legal Officer (EDGAR report)","period":"reported July 19, 2022","claim_ids":["c-lead-brandt-faze","c-lit-indep-brandt"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tammy-brandt → faze-holdings: Chief Legal Officer (EDGAR report) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brandt-dreamscape","record":{"id":"rel-a-brandt-dreamscape","from":"tammy-brandt","to":"dreamscape","status":"documented","role":"Chief Legal Officer","period":"May 2017 – May 2021","claim_ids":["c-lead-brandt"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"tammy-brandt → dreamscape: Chief Legal Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-fazeclan-brpm150","record":{"id":"rel-a-fazeclan-brpm150","from":"faze-clan","to":"brpm-150","status":"documented","role":"Agreed to merge with the special purpose acquisition company to go public (plans announced by December 2021; combined company FaZe Holdings)","period":"2021–2022","claim_ids":["c-lead-brandt-faze"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"faze-clan → brpm-150: Agreed to merge with the special purpose acquisition company to go public (plans announced by December 2021; combined company FaZe Holdings) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brpm150-sponsor","record":{"id":"rel-a-brc-brpm150-sponsor","from":"brc","to":"brpm-150","status":"documented","role":"An affiliate of B. Riley Financial sponsored the special purpose acquisition company","period":"as of December 2021","claim_ids":["c-lead-brandt-faze"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → brpm-150: An affiliate of B. Riley Financial sponsored the special purpose acquisition company [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-dagostino-brc","record":{"id":"rel-a-dagostino-brc","from":"robert-dagostino","to":"brc","status":"documented","role":"Independent director; did not stand for re-election in 2026","period":"October 2015 – May 19, 2026","claim_ids":["c-lead-dagostino","c-lead-board-2026","c-lead-dagostino-exit","c-lead-edgar-directors","c-lead-independence-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"robert-dagostino → brc: Independent director; did not stand for re-election in 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-dagostino-brc-shares","record":{"id":"rel-a-dagostino-brc-shares","from":"robert-dagostino","to":"brc","status":"documented","role":"Shareholder: bought 5,000 shares on November 17, 2023 (160,570 held); 211,989 shares held directly after an April 3, 2026 award","period":"since October 2015 (first Form 3); holdings as of November 2023 and April 2026","claim_ids":["c-own-dagostino-2015","c-own-2023-purchases","c-own-2026-awards"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"robert-dagostino → brc: Shareholder: bought 5,000 shares on November 17, 2023 (160,570 held); 211,989 shares held directly after an April 3, 2026 award [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-dagostino-qmation","record":{"id":"rel-a-dagostino-qmation","from":"robert-dagostino","to":"q-mation","status":"documented","role":"President (with the company since 1990)","period":"since 1999","claim_ids":["c-lead-dagostino","c-lit-indep-dagostino","c-rp-qmation"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"robert-dagostino → q-mation: President (with the company since 1990) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-dagostino-alliance","record":{"id":"rel-a-dagostino-alliance","from":"robert-dagostino","to":"alliance-semi","status":"documented","role":"Director","period":"July 2005 – February 2012","claim_ids":["c-lead-dagostino"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"robert-dagostino → alliance-semi: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-brc","record":{"id":"rel-a-labran-brc","from":"renee-labran","to":"brc","status":"documented","role":"Independent director; re-elected at the May 19, 2026 annual meeting","period":"since August 11, 2021 (re-elected May 19, 2026)","claim_ids":["c-lead-labran","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025","c-lead-edgar-directors","c-lead-labran-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"renee-labran → brc: Independent director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-brc-shares","record":{"id":"rel-a-labran-brc-shares","from":"renee-labran","to":"brc","status":"documented","role":"Shareholder: 898 shares on her initial Form 3 (August 18, 2021), open-market purchases in November 2023 (6,510 held), 58,152 shares held directly after an April 3, 2026 award","period":"2021–2026","claim_ids":["c-own-2023-purchases","c-own-2026-awards"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"renee-labran → brc: Shareholder: 898 shares on her initial Form 3 (August 18, 2021), open-market purchases in November 2023 (6,510 held), 58,152 shares held directly after an April 3, 2026 award [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-rustic","record":{"id":"rel-a-labran-rustic","from":"renee-labran","to":"rustic-canyon","status":"documented","role":"Co-founder of the venture fund; partner of Rustic Canyon/Fontis Partners from 2006 to 2021","period":"2000–2021","claim_ids":["c-lead-labran"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"renee-labran → rustic-canyon: Co-founder of the venture fund; partner of Rustic Canyon/Fontis Partners from 2006 to 2021 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-idealab","record":{"id":"rel-a-labran-idealab","from":"renee-labran","to":"idealab","status":"documented","role":"Director","period":"since March 2015","claim_ids":["c-lead-labran"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"renee-labran → idealab: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-iconic","record":{"id":"rel-a-labran-iconic","from":"renee-labran","to":"iconic-sports","status":"documented","role":"Director","period":"October 2021 – October 2023","claim_ids":["c-lead-labran","c-lead-labran-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"renee-labran → iconic-sports: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-sambazon","record":{"id":"rel-a-labran-sambazon","from":"renee-labran","to":"sambazon","status":"documented","role":"Director","period":"2009–2021","claim_ids":["c-lead-labran"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"renee-labran → sambazon: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-stravos","record":{"id":"rel-a-labran-stravos","from":"renee-labran","to":"stravos","status":"documented","role":"Director","period":"August 2022 – March 2026","claim_ids":["c-lead-labran"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"renee-labran → stravos: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-labran-brtech","record":{"id":"rel-a-labran-brtech","from":"renee-labran","to":"b-r-tech-merger","status":"documented","role":"Director (EDGAR report)","period":"reported July 20, 2026","claim_ids":["c-lead-labran-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"renee-labran → b-r-tech-merger: Director (EDGAR report) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-brc","record":{"id":"rel-a-paulson-brc","from":"randall-paulson","to":"brc","status":"documented","role":"Independent director and Audit Committee member; re-elected at the May 19, 2026 annual meeting","period":"since June 18, 2020 (re-elected May 19, 2026)","claim_ids":["c-lead-paulson","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025","c-lead-edgar-directors","c-kahn-insider-forms"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"randall-paulson → brc: Independent director and Audit Committee member; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-brc-shares","record":{"id":"rel-a-paulson-brc-shares","from":"randall-paulson","to":"brc","status":"documented","role":"Shareholder: 1.1% (March 2023 and May 2024) and 1.0% (October 2025 and March 2026) of the common stock; bought 10,000 shares on November 17, 2023; 370,398 shares held directly after an April 3, 2026 award","period":"2023–2026 (as-of dates)","claim_ids":["c-own-2023","c-own-2024","c-own-2025","c-own-2026","c-own-2023-purchases","c-own-2026-awards"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"randall-paulson → brc: Shareholder: 1.1% (March 2023 and May 2024) and 1.0% (October 2025 and March 2026) of the common stock; bought 10,000 shares on November 17, 2023; 370,398 shares held directly after an April 3, 2026 award [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-dash","record":{"id":"rel-a-paulson-dash","from":"randall-paulson","to":"dash","status":"documented","role":"Director (one of two directors named in the 2021 Form D)","period":"since 2021","claim_ids":["c-lead-paulson","c-rp-dash-2021","c-rp-dash-formd"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"randall-paulson → dash: Director (one of two directors named in the 2021 Form D) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-dash-control","record":{"id":"rel-a-paulson-dash-control","from":"randall-paulson","to":"dash","status":"documented","role":"Controls the company, which he acquired in March 2021 (as described in BRC's 2023 proxy statement)","period":"since March 2021","claim_ids":["c-rp-dash-2021"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"randall-paulson → dash: Controls the company, which he acquired in March 2021 (as described in BRC's 2023 proxy statement) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-superior","record":{"id":"rel-a-paulson-superior","from":"randall-paulson","to":"superior-roofing","status":"documented","role":"Director","period":"since March 2026","claim_ids":["c-lead-paulson"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"randall-paulson → superior-roofing: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-testek","record":{"id":"rel-a-paulson-testek","from":"randall-paulson","to":"testek","status":"documented","role":"Director","period":"2016 – November 2024","claim_ids":["c-lead-paulson"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"randall-paulson → testek: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-eag","record":{"id":"rel-a-paulson-eag","from":"randall-paulson","to":"eag","status":"documented","role":"Director","period":"2008–2017","claim_ids":["c-lead-paulson"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"randall-paulson → eag: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-lcom","record":{"id":"rel-a-paulson-lcom","from":"randall-paulson","to":"l-com","status":"documented","role":"Director","period":"2012–2016","claim_ids":["c-lead-paulson"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"randall-paulson → l-com: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-paulson-odyssey","record":{"id":"rel-a-paulson-odyssey","from":"randall-paulson","to":"odyssey","status":"documented","role":"Managing Principal","period":"2005–2019","claim_ids":["c-lead-paulson"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"randall-paulson → odyssey: Managing Principal [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-brc","record":{"id":"rel-a-walters-brc","from":"mimi-walters","to":"brc","status":"documented","role":"Independent director; re-elected at the May 19, 2026 annual meeting","period":"since July 12, 2019 (re-elected May 19, 2026)","claim_ids":["c-lead-walters","c-lead-board-2026","c-lead-agm-2026","c-lead-independence-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mimi-walters → brc: Independent director; re-elected at the May 19, 2026 annual meeting [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-brc-shares","record":{"id":"rel-a-walters-brc-shares","from":"mimi-walters","to":"brc","status":"documented","role":"Holds company shares: 55,980 held directly after an April 3, 2026 award","period":"as of April 3, 2026","claim_ids":["c-own-2026-awards"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"mimi-walters → brc: Holds company shares: 55,980 held directly after an April 3, 2026 award [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-eos","record":{"id":"rel-a-walters-eos","from":"mimi-walters","to":"eos","status":"documented","role":"Director","period":"since November 2020","claim_ids":["c-lead-walters","c-own-walters-eos","c-lit-indep-walters"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mimi-walters → eos: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-eos-shares","record":{"id":"rel-a-walters-eos-shares","from":"mimi-walters","to":"eos","status":"documented","role":"Holds 171,634 Eos shares after an exempt exercise transaction on July 21, 2026","period":"as of July 21, 2026","claim_ids":["c-own-walters-eos"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"mimi-walters → eos: Holds 171,634 Eos shares after an exempt exercise transaction on July 21, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-leading-edge","record":{"id":"rel-a-walters-leading-edge","from":"mimi-walters","to":"leading-edge","status":"documented","role":"Chief Commercial Officer","period":"since November 2019","claim_ids":["c-lead-walters"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mimi-walters → leading-edge: Chief Commercial Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-pacific","record":{"id":"rel-a-walters-pacific","from":"mimi-walters","to":"pacific-specialty","status":"documented","role":"Director","period":"since January 2025","claim_ids":["c-lead-walters"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mimi-walters → pacific-specialty: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-walters-soaring","record":{"id":"rel-a-walters-soaring","from":"mimi-walters","to":"soaring-tech","status":"documented","role":"Director","period":"since July 2025","claim_ids":["c-lead-walters"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"mimi-walters → soaring-tech: Director [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-sheldon-brc","record":{"id":"rel-a-sheldon-brc","from":"michael-sheldon","to":"brc","status":"documented","role":"Independent director; did not stand for re-election in 2025","period":"July 2017 – December 1, 2025","claim_ids":["c-lead-sheldon","c-lead-edgar-directors","c-lead-independence-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"michael-sheldon → brc: Independent director; did not stand for re-election in 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-sheldon-aldila","record":{"id":"rel-a-sheldon-aldila","from":"michael-sheldon","to":"aldila","status":"documented","role":"Director (EDGAR report)","period":"reported from 2007","claim_ids":["c-lead-sheldon","c-lit-indep-sheldon"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"michael-sheldon → aldila: Director (EDGAR report) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-sheldon-deutsch","record":{"id":"rel-a-sheldon-deutsch","from":"michael-sheldon","to":"deutsch-na","status":"documented","role":"Chief Executive Officer","period":"January 2015 – December 2019","claim_ids":["c-lead-sheldon"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"michael-sheldon → deutsch-na: Chief Executive Officer [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-williams-centrus","record":{"id":"rel-a-williams-centrus","from":"mikel-williams","to":"centrus","status":"documented","role":"Director (EDGAR reports, latest June 20, 2023)","period":"reported to 2023","claim_ids":["c-lead-williams-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"mikel-williams → centrus: Director (EDGAR reports, latest June 20, 2023) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-wunderlich-brc","record":{"id":"rel-a-wunderlich-brc","from":"gary-wunderlich","to":"brc","status":"documented","role":"Director and officer after the merger with the Wunderlich companies; resigned under a severance agreement","period":"July 3, 2017 – November 4, 2018","claim_ids":["c-lead-wunderlich"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"gary-wunderlich → brc: Director and officer after the merger with the Wunderlich companies; resigned under a severance agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-wunderlich-sues-brc","record":{"id":"rel-a-wunderlich-sues-brc","from":"gary-wunderlich","to":"brc","status":"documented","role":"Sued B. Riley Financial and Wunderlich Securities for indemnification (Del. Ch. C.A. No. 2020-0453-PAF); motion to dismiss the indemnification counts denied in March 2021","period":"filed June 10, 2020","claim_ids":["c-lit-wunderlich-indemnity"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"unknown"},"reading":"gary-wunderlich → brc: Sued B. Riley Financial and Wunderlich Securities for indemnification (Del. Ch. C.A. No. 2020-0453-PAF); motion to dismiss the indemnification counts denied in March 2021 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-asher-brc","record":{"id":"rel-a-asher-brc","from":"daniel-asher","to":"brc","status":"documented","role":"Holder of more than 5% with associated persons: 8.8% (March 2023), 8.5% (May 2024) and 8.7% together with DBA Trading, LLC (March 26, 2026); reported as a ten percent owner in 2014","period":"2014–2026 (as-of dates)","claim_ids":["c-own-2023","c-own-2024","c-own-2026","c-own-early-10pct"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"daniel-asher → brc: Holder of more than 5% with associated persons: 8.8% (March 2023), 8.5% (May 2024) and 8.7% together with DBA Trading, LLC (March 26, 2026); reported as a ten percent owner in 2014 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-blackrock-brc","record":{"id":"rel-a-blackrock-brc","from":"blackrock","to":"brc","status":"documented","role":"Holder of more than 5%: 10.1% (March 27, 2023) and 9.5% (May 2, 2024)","period":"2023–2024 (as-of dates)","claim_ids":["c-own-2023","c-own-2024"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"blackrock → brc: Holder of more than 5%: 10.1% (March 27, 2023) and 9.5% (May 2, 2024) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-milfam-brc","record":{"id":"rel-a-milfam-brc","from":"milfam","to":"brc","status":"documented","role":"Holder of more than 5% with associated persons (Neil S. Subin): 6.5% (March 27, 2023) and 6.0% (May 2, 2024)","period":"2023–2024 (as-of dates)","claim_ids":["c-own-2023","c-own-2024"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"milfam → brc: Holder of more than 5% with associated persons (Neil S. Subin): 6.5% (March 27, 2023) and 6.0% (May 2, 2024) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-liverpool-brc","record":{"id":"rel-a-liverpool-brc","from":"liverpool-lp","to":"brc","status":"documented","role":"Reported as a ten percent owner","period":"report of July 15, 2014","claim_ids":["c-own-early-10pct"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"liverpool-lp → brc: Reported as a ten percent owner [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-nokomis-brc","record":{"id":"rel-a-nokomis-brc","from":"nokomis","to":"brc","status":"documented","role":"Reported as a ten percent owner","period":"report of May 19, 2014","claim_ids":["c-own-early-10pct"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"nokomis → brc: Reported as a ten percent owner [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-miller-brc","record":{"id":"rel-a-miller-brc","from":"lloyd-miller","to":"brc","status":"documented","role":"Reported as a ten percent owner of Great American Group, Inc.","period":"report of November 15, 2012","claim_ids":["c-own-early-10pct"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"lloyd-miller → brc: Reported as a ten percent owner of Great American Group, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-elliott-brc","record":{"id":"rel-a-elliott-brc","from":"elliott","to":"brc","status":"documented","role":"Reported, with Elliott International, L.P., as a ten percent owner of Great American Group, Inc.","period":"report of September 20, 2010","claim_ids":["c-own-early-10pct"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"elliott → brc: Reported, with Elliott International, L.P., as a ten percent owner of Great American Group, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brs","record":{"id":"rel-a-brc-brs","from":"brc","to":"brs","status":"documented","role":"Indirect parent of the broker-dealer, through BR Financial Holdings and B. Riley Securities Holdings; about 92% owned per the April 2026 announcement","period":"2020–2026 (BrokerCheck parent chain since April 2021)","claim_ids":["c-id-brs-owners","c-id-subsidiaries-finance","c-id-brs-repurchase-plan","c-id-brs-affiliates","c-be-form4","c-id-rebrand-2020","c-id-bd-net-capital"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brs: Indirect parent of the broker-dealer, through BR Financial Holdings and B. Riley Securities Holdings; about 92% owned per the April 2026 announcement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brs-nfs","record":{"id":"rel-a-brs-nfs","from":"brs","to":"nfs","status":"documented","role":"Clears trades on a fully disclosed basis through National Financial Services LLC","period":"since November 1, 2017","claim_ids":["c-id-brs-affiliates"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brs → nfs: Clears trades on a fully disclosed basis through National Financial Services LLC [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brfh-brs","record":{"id":"rel-a-brfh-brs","from":"brfh","to":"brs","status":"documented","role":"Indirect owner of 75% or more, as parent of B. Riley Securities Holdings","period":"since April 2021","claim_ids":["c-id-brs-owners"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brfh → brs: Indirect owner of 75% or more, as parent of B. Riley Securities Holdings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brsh-brs","record":{"id":"rel-a-brsh-brs","from":"brsh","to":"brs","status":"documented","role":"Direct parent, owning 75% or more (wholly owned subsidiary per the February 2026 Form 4)","period":"since March 2025","claim_ids":["c-id-brs-owners","c-be-form4"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brsh → brs: Direct parent, owning 75% or more (wholly owned subsidiary per the February 2026 Form 4) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brco","record":{"id":"rel-a-brc-brco","from":"brc","to":"b-riley-co","status":"documented","role":"Owner of 75% or more and parent of the brokerage, which ceased business on December 31, 2018","period":"from November 2016","claim_ids":["c-id-brco-owners"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → b-riley-co: Owner of 75% or more and parent of the brokerage, which ceased business on December 31, 2018 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-br-advisory-holdings","record":{"id":"rel-a-brc-br-advisory-holdings","from":"brc","to":"br-advisory-holdings","status":"documented","role":"Parent company (Delaware subsidiary that sold GlassRatner in June 2025)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-principal","c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-advisory-holdings: Parent company (Delaware subsidiary that sold GlassRatner in June 2025) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-br-advisory-investments","record":{"id":"rel-a-brc-br-advisory-investments","from":"brc","to":"br-advisory-investments","status":"documented","role":"Parent company (wholly owned subsidiary and co-borrower under the 2021 Nomura agreement)","period":"2021–2025","claim_ids":["c-debt-nomura-2021","c-id-subsidiaries-finance"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-advisory-investments: Parent company (wholly owned subsidiary and co-borrower under the 2021 Nomura agreement) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-br-environmental","record":{"id":"rel-a-brc-br-environmental","from":"brc","to":"br-environmental","status":"documented","role":"Parent company (Delaware subsidiary on the seller side of the 2025 recycling sale)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-principal","c-sale-acr","c-sale-acr-mipa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-environmental: Parent company (Delaware subsidiary on the seller side of the 2025 recycling sale) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-reval","record":{"id":"rel-a-brc-reval","from":"brc","to":"reval","status":"documented","role":"Parent company (Delaware subsidiary; member of the recycling companies sold in 2025)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-operating","c-sale-acr-mipa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → reval: Parent company (Delaware subsidiary; member of the recycling companies sold in 2025) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brvc","record":{"id":"rel-a-brc-brvc","from":"brc","to":"brvc","status":"documented","role":"Parent company (Delaware subsidiary under common control with B. Riley Securities from December 12, 2024)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-finance","c-id-brs-affiliates"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brvc: Parent company (Delaware subsidiary under common control with B. Riley Securities from December 12, 2024) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brw-advisors","record":{"id":"rel-a-brc-brw-advisors","from":"brc","to":"brw-advisors","status":"documented","role":"Parent company (Washington subsidiary)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-finance","c-id-brs-affiliates","c-id-brwm-structure"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brw-advisors: Parent company (Washington subsidiary) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brw-private-shares","record":{"id":"rel-a-brc-brw-private-shares","from":"brc","to":"brw-private-shares","status":"documented","role":"Parent company (Delaware subsidiary)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-finance","c-id-brs-affiliates"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brw-private-shares: Parent company (Delaware subsidiary) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brwmh","record":{"id":"rel-a-brc-brwmh","from":"brc","to":"brwmh","status":"documented","role":"Parent company (wholly owns the wealth-management holding company)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-finance","c-id-brwm-structure"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brwmh: Parent company (wholly owns the wealth-management holding company) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brwmh-brwm","record":{"id":"rel-a-brwmh-brwm","from":"brwmh","to":"brwm","status":"documented","role":"Parent company (100%)","period":"as of December 31, 2024","claim_ids":["c-id-brwm-structure"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brwmh → brwm: Parent company (100%) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-magicjack","record":{"id":"rel-a-brc-magicjack","from":"brc","to":"magicjack","status":"documented","role":"Parent company of the Israeli telecom subsidiary (65% of its shares pledged under the BRPAC facility); EDGAR lists a 2018 more-than-10% owner report","period":"2018–2025","claim_ids":["c-id-subsidiaries-operating","c-debt-brpac-2025","c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → magicjack: Parent company of the Israeli telecom subsidiary (65% of its shares pledged under the BRPAC facility); EDGAR lists a 2018 more-than-10% owner report [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-national","record":{"id":"rel-a-brc-national","from":"brc","to":"national-holdings","status":"documented","role":"Acquirer: tender offer and merger making National Holdings a wholly owned subsidiary","period":"from February 2021","claim_ids":["c-id-national-holdings"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → national-holdings: Acquirer: tender offer and merger making National Holdings a wholly owned subsidiary [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-nsc","record":{"id":"rel-a-brc-nsc","from":"brc","to":"nsc","status":"documented","role":"Parent company (Washington subsidiary; sister company of B. Riley Wealth Management)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-operating","c-id-brwm-structure"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → nsc: Parent company (Washington subsidiary; sister company of B. Riley Wealth Management) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brcm","record":{"id":"rel-a-brc-brcm","from":"brc","to":"br-capital-mgmt","status":"documented","role":"Parent company (New York subsidiary)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-capital-mgmt: Parent company (New York subsidiary) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brpm250-sponsor","record":{"id":"rel-a-brc-brpm250-sponsor","from":"brc","to":"brpm-250-sponsor","status":"documented","role":"Parent company (SPAC sponsor listed among Delaware subsidiaries)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brpm-250-sponsor: Parent company (SPAC sponsor listed among Delaware subsidiaries) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-brc-brpi-exec","record":{"id":"rel-a-brc-brpi-exec","from":"brc","to":"brpi-exec-consulting","status":"documented","role":"Parent company (Delaware subsidiary)","period":"as of December 31, 2025","claim_ids":["c-id-subsidiaries-finance"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brpi-exec-consulting: Parent company (Delaware subsidiary) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-occ-brs","record":{"id":"rel-a-occ-brs","from":"occ","to":"brs","status":"documented","role":"Brought case 2024-07 over a protective measure under OCC Rule 307 and late financial reporting; settled by consent with a $20,000 sanction","period":"September 18–24, 2024","claim_ids":["c-reg-occ-2024"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"occ → brs: Brought case 2024-07 over a protective measure under OCC Rule 307 and late financial reporting; settled by consent with a $20,000 sanction [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-sec-brs-2006","record":{"id":"rel-a-sec-brs-2006","from":"sec","to":"brs","status":"documented","role":"Filed settled charges against the predecessor Friedman, Billings, Ramsey & Co., Inc. over a 2001 PIPE offering (D.D.C. No. 06-CV-02160) and issued a censure order on January 12, 2007","period":"December 20, 2006 – January 12, 2007","claim_ids":["c-reg-sec-2006-pipe"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"sec → brs: Filed settled charges against the predecessor Friedman, Billings, Ramsey & Co., Inc. over a 2001 PIPE offering (D.D.C. No. 06-CV-02160) and issued a censure order on January 12, 2007 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-a-sec-brs-2004","record":{"id":"rel-a-sec-brs-2004","from":"sec","to":"brs","status":"documented","role":"Settled proceeding over an undisclosed payment for research coverage by the predecessor FBR; censure, cease-and-desist order and $125,000 penalty","period":"July 1, 2003 – August 25, 2004","claim_ids":["c-reg-sec-2004-research"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"sec → brs: Settled proceeding over an undisclosed payment for research coverage by the predecessor FBR; censure, cease-and-desist order and $125,000 penalty [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-frg-liberty","record":{"id":"rel-b-brc-frg-liberty","from":"brc","to":"frg","status":"reported","role":"Alleged co-investor with Vintage Capital Management in Liberty Tax, Inc. (renamed Franchise Group): partnered to buy 37% in 2017 and acquired a controlling interest in July 2019 (class plaintiffs); jointly acquired control from 2018 and bought 1 million FRG shares in 2019 (FRG Litigation Trust)","period":"2017 to July 2019 (from 2018 per the Trust's complaint)","claim_ids":["c-kahn-court-history","c-kahn-trust-history"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"historical"},"reading":"brc → frg: Alleged co-investor with Vintage Capital Management in Liberty Tax, Inc. (renamed Franchise Group): partnered to buy 37% in 2017 and acquired a controlling interest in July 2019 (class plaintiffs); jointly acquired control from 2018 and bought 1 million FRG shares in 2019 (FRG Litigation Trust) [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-frg-10pct","record":{"id":"rel-b-brc-frg-10pct","from":"brc","to":"frg","status":"documented","role":"Reported to the SEC as a holder of more than 10% of Liberty Tax, Inc. (now Franchise Group, Inc.)","period":"report dated October 23, 2019","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → frg: Reported to the SEC as a holder of more than 10% of Liberty Tax, Inc. (now Franchise Group, Inc.) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-frg-rollover-shares","record":{"id":"rel-b-brc-frg-rollover-shares","from":"brc","to":"frg","status":"documented","role":"Holder, through its subsidiary B. Riley Securities, of FRG shares worth $64.6 million at the deal price that were excluded from the $30.00 cash conversion and rolled over into Freedom VCM equity at the August 21, 2023 closing","period":"until August 21, 2023","claim_ids":["c-kahn-64m","c-kahn-advisory","c-kahn-merger-close"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → frg: Holder, through its subsidiary B. Riley Securities, of FRG shares worth $64.6 million at the deal price that were excluded from the $30.00 cash conversion and rolled over into Freedom VCM equity at the August 21, 2023 closing [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-frg-guarantee","record":{"id":"rel-b-brc-frg-guarantee","from":"brc","to":"frg","status":"documented","role":"Gave FRG a limited guarantee of the merger parent's and merger subsidiary's payment obligations, including the reverse termination fee, up to $57.0 million (uncapped for actual fraud or wilful and material breach)","period":"dated May 10, 2023","claim_ids":["c-kahn-guarantee","c-kahn-consortium"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → frg: Gave FRG a limited guarantee of the merger parent's and merger subsidiary's payment obligations, including the reverse termination fee, up to $57.0 million (uncapped for actual fraud or wilful and material breach) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-frg-indirect","record":{"id":"rel-b-brc-frg-indirect","from":"brc","to":"frg","status":"documented","role":"Financed the take-private without taking control and became an indirect equity investor through its subsidiaries' interest in Freedom VCM Holdings, FRG's indirect parent; the investment was written off at December 31, 2024 and FRG's equity was cancelled under the plan confirmed June 1, 2025","period":"August 21, 2023 – June 1, 2025","claim_ids":["c-kahn-structure","c-pro-learned-2023","c-loss-impairment-2024","c-loss-plan","c-lit-delderiv-board-approval"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → frg: Financed the take-private without taking control and became an indirect equity investor through its subsidiaries' interest in Freedom VCM Holdings, FRG's indirect parent; the investment was written off at December 31, 2024 and FRG's equity was cancelled under the plan confirmed June 1, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-fvh-ecl","record":{"id":"rel-b-brc-fvh-ecl","from":"brc","to":"freedom-vcm-holdings","status":"documented","role":"Committed under an equity commitment letter to contribute $560.0 million in cash to the company immediately before the merger, with the right to assign part of the commitment","period":"May 10, 2023 – August 21, 2023","claim_ids":["c-kahn-ecl"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → freedom-vcm-holdings: Committed under an equity commitment letter to contribute $560.0 million in cash to the company immediately before the merger, with the right to assign part of the commitment [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-fvh-iia","record":{"id":"rel-b-brc-fvh-iia","from":"brc","to":"freedom-vcm-holdings","status":"documented","role":"Responsible for making all decisions and taking all actions on behalf of Topco (Freedom VCM Holdings) for the purposes of the rollover agreement, under Section 2(b) of the Interim Investors Agreement","period":"agreements dated May 10, 2023","claim_ids":["c-kahn-iia"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → freedom-vcm-holdings: Responsible for making all decisions and taking all actions on behalf of Topco (Freedom VCM Holdings) for the purposes of the rollover agreement, under Section 2(b) of the Interim Investors Agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-fvh-stake","record":{"id":"rel-b-brc-fvh-stake","from":"brc","to":"freedom-vcm-holdings","status":"documented","role":"Through subsidiaries held a $281.1 million equity interest ($216.5 million bought in the take-private, partly funded by the 2023 Nomura facility, and a $64.6 million roll-over of FRG shares), a 31% voting interest with board representation; written off to zero at December 31, 2024 and cancelled under FRG's confirmed plan","period":"August 21, 2023 – December 31, 2024 (written off; equity cancelled June 2025)","claim_ids":["c-kahn-closing-stake","c-kahn-64m","c-loss-impairment-2024","c-debt-nomura-2023","c-loss-court-exposure","c-sec-unasserted"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → freedom-vcm-holdings: Through subsidiaries held a $281.1 million equity interest ($216.5 million bought in the take-private, partly funded by the 2023 Nomura facility, and a $64.6 million roll-over of FRG shares), a 31% voting interest with board representation; written off to zero at December 31, 2024 and cancelled under FRG's confirmed plan [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-fvi-guarantee","record":{"id":"rel-b-brc-fvi-guarantee","from":"brc","to":"freedom-vcm-inc","status":"documented","role":"Guaranteed to FRG, up to $57.0 million, the merger obligations of this company as merger parent","period":"dated May 10, 2023","claim_ids":["c-kahn-guarantee"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → freedom-vcm-inc: Guaranteed to FRG, up to $57.0 million, the merger obligations of this company as merger parent [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-fvr-brrii-sale","record":{"id":"rel-b-brc-fvr-brrii-sale","from":"brc","to":"freedom-vcm-receivables","status":"documented","role":"Sold, with the other holders, all equity of B. Riley Receivables II to this Freedom VCM subsidiary for $58.9 million, paid with a non-recourse 19.74% note of another Freedom VCM affiliate that was cancelled on October 9, 2024","period":"August 21, 2023 – October 9, 2024","claim_ids":["c-loss-brrii-sale"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → freedom-vcm-receivables: Sold, with the other holders, all equity of B. Riley Receivables II to this Freedom VCM subsidiary for $58.9 million, paid with a non-recourse 19.74% note of another Freedom VCM affiliate that was cancelled on October 9, 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brpi-fvr-funding","record":{"id":"rel-b-brpi-fvr-funding","from":"brpi","to":"freedom-vcm-receivables","status":"documented","role":"Payee, with a minority owner of B. Riley Receivables II, of the note given for that company's purchase and party to the amended and restated funding agreement of December 18, 2023; a BRPI affiliate received about $15.3 million of receivables and the note was cancelled in early October 2024","period":"August 2023 – October 2024","claim_ids":["c-loss-brrii-sale","c-loss-funding"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brpi → freedom-vcm-receivables: Payee, with a minority owner of B. Riley Receivables II, of the note given for that company's purchase and party to the amended and restated funding agreement of December 18, 2023; a BRPI affiliate received about $15.3 million of receivables and the note was cancelled in early October 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brpi-fvh-equity","record":{"id":"rel-b-brpi-fvh-equity","from":"brpi","to":"freedom-vcm-holdings","status":"documented","role":"Equity investor that, with its affiliates, owned about 58.9% of Freedom TopCo's equity after the take-private, according to FRG's chief restructuring officer (BRC reports a 31% voting interest held by its subsidiaries)","period":"from August 2023 (as stated November 4, 2024)","claim_ids":["c-loss-cro-equity"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brpi → freedom-vcm-holdings: Equity investor that, with its affiliates, owned about 58.9% of Freedom TopCo's equity after the take-private, according to FRG's chief restructuring officer (BRC reports a 31% voting interest held by its subsidiaries) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-fvh-bebe-franchise","record":{"id":"rel-b-fvh-bebe-franchise","from":"freedom-vcm-holdings","to":"bebe","status":"documented","role":"Franchisor of bebe's rent-to-own stores and supplier of their inventory: charged royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024 and sold bebe $9.0 million and $15.3 million of inventory in those years","period":"2024–2025","claim_ids":["c-loss-bebe-franchise"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"freedom-vcm-holdings → bebe: Franchisor of bebe's rent-to-own stores and supplier of their inventory: charged royalty, marketing and IT fees of $3.3 million in 2025 and $4.9 million in 2024 and sold bebe $9.0 million and $15.3 million of inventory in those years [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-fvh-frg-parent","record":{"id":"rel-b-fvh-frg-parent","from":"freedom-vcm-holdings","to":"frg","status":"documented","role":"Indirect parent of FRG after the take-private; both filed Chapter 11 on November 3, 2024 (Freedom VCM Holdings case 24-12496 under FRG's lead case 24-12480, terminated October 6, 2025)","period":"August 21, 2023 – October 6, 2025","claim_ids":["c-loss-freedom-ch11","c-kahn-kahn-roles"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"freedom-vcm-holdings → frg: Indirect parent of FRG after the take-private; both filed Chapter 11 on November 3, 2024 (Freedom VCM Holdings case 24-12496 under FRG's lead case 24-12480, terminated October 6, 2025) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-fvi-frg-parent","record":{"id":"rel-b-fvi-frg-parent","from":"freedom-vcm-inc","to":"frg","status":"documented","role":"Parent: FRG became its wholly owned subsidiary on the merger","period":"from August 21, 2023","claim_ids":["c-kahn-merger-close"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"freedom-vcm-inc → frg: Parent: FRG became its wholly owned subsidiary on the merger [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-brrec","record":{"id":"rel-b-brc-brrec","from":"brc","to":"br-receivables","status":"documented","role":"Indirect wholly owned subsidiary (B. Riley Receivables, LLC)","period":"from 2021; listed as of December 31, 2025","claim_ids":["c-kahn-badcock-2021","c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-receivables: Indirect wholly owned subsidiary (B. Riley Receivables, LLC) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-brrii","record":{"id":"rel-b-brc-brrii","from":"brc","to":"brrii","status":"documented","role":"Majority-owned subsidiary until its sale to Freedom VCM Receivables at the take-private","period":"until August 21, 2023","claim_ids":["c-kahn-badcock-2022","c-loss-brrii-sale","c-kahn-trust-closing"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → brrii: Majority-owned subsidiary until its sale to Freedom VCM Receivables at the take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brpi-brrii-affiliate","record":{"id":"rel-b-brpi-brrii-affiliate","from":"brpi","to":"brrii","status":"documented","role":"Affiliate of BRPI, as described by FRG's chief restructuring officer, until its sale at the take-private","period":"until August 2023","claim_ids":["c-loss-brrii-sale"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"historical"},"reading":"brpi → brrii: Affiliate of BRPI, as described by FRG's chief restructuring officer, until its sale at the take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brrec-badcock","record":{"id":"rel-b-brrec-badcock","from":"br-receivables","to":"badcock","status":"documented","role":"Bought W.S. Badcock's existing consumer credit receivables portfolio for $400 million in cash under a master receivables purchase agreement","period":"December 2021","claim_ids":["c-kahn-badcock-2021"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"br-receivables → badcock: Bought W.S. Badcock's existing consumer credit receivables portfolio for $400 million in cash under a master receivables purchase agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brrii-badcock","record":{"id":"rel-b-brrii-badcock","from":"brrii","to":"badcock","status":"documented","role":"Bought $168.4 million of consumer credit receivables under a second master receivables purchase agreement, partly financed with a $148.2 million term loan, and $145.3 million more in early 2023","period":"September 23, 2022 – first quarter 2023","claim_ids":["c-kahn-badcock-2022"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brrii → badcock: Bought $168.4 million of consumer credit receivables under a second master receivables purchase agreement, partly financed with a $148.2 million term loan, and $145.3 million more in early 2023 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-badcock-receivables","record":{"id":"rel-b-brc-badcock-receivables","from":"brc","to":"badcock","status":"documented","role":"Carried the 2021–2023 Badcock receivable purchases by its subsidiaries as loans receivable from Badcock, collateralised by the consumer receivables, until it sold the two loans for a net realized loss of $38.1 million","period":"December 2021 – February 7, 2025 (purchases until March 2023)","claim_ids":["c-kahn-badcock-2022","c-kahn-badcock-2021","c-loss-badcock-loans-sold","c-kahn-badcock-945"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → badcock: Carried the 2021–2023 Badcock receivable purchases by its subsidiaries as loans receivable from Badcock, collateralised by the consumer receivables, until it sold the two loans for a net realized loss of $38.1 million [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-badcock-liquidation","record":{"id":"rel-b-brc-badcock-liquidation","from":"brc","to":"badcock","status":"documented","role":"Through a then-subsidiary, sold merchandise and fixtures at Badcock stores and facilities under the Conn's consulting agreement","period":"June 27, 2024 – November 15, 2024","claim_ids":["c-loss-conns-consulting"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → badcock: Through a then-subsidiary, sold merchandise and fixtures at Badcock stores and facilities under the Conn's consulting agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-vcm-note","record":{"id":"rel-b-brc-vcm-note","from":"brc","to":"vcm","status":"documented","role":"Lender, through a subsidiary, under the amended and restated promissory note: $200.5 million principal at 12% paid in kind, maturing December 31, 2027 (with the $20.9 million Kahn owed under the terminated advisory agreement added); impaired by $222.9 million in 2024; the remaining collateral was sold in February 2026 for $1.855 million and no further collections are expected","period":"from August 21, 2023 (related party through June 30, 2026)","claim_ids":["c-loss-vcm-note","c-loss-impairment-2024","c-loss-vcm-related","c-loss-plan","c-loss-court-exposure","c-kahn-trust-closing","c-kahn-advisory"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → vcm: Lender, through a subsidiary, under the amended and restated promissory note: $200.5 million principal at 12% paid in kind, maturing December 31, 2027 (with the $20.9 million Kahn owed under the terminated advisory agreement added); impaired by $222.9 million in 2024; the remaining collateral was sold in February 2026 for $1.855 million and no further collections are expected [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-vcm-prior-loans","record":{"id":"rel-b-brc-vcm-prior-loans","from":"brc","to":"vcm","status":"reported","role":"Lender to Vintage before the take-private: amended and restated and additional secured notes of January 3, 2020 and a first-lien loan of $76.7 million by December 2022 (FRG Litigation Trust); a press report put B. Riley's loan to Kahn's investment firm at $201 million, secured by FRG shares","period":"2020–2023 (as alleged)","claim_ids":["c-kahn-trust-loans","c-kahn-press-loans"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → vcm: Lender to Vintage before the take-private: amended and restated and additional secured notes of January 3, 2020 and a first-lien loan of $76.7 million by December 2022 (FRG Litigation Trust); a press report put B. Riley's loan to Kahn's investment firm at $201 million, secured by FRG shares [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brcc-vcm-second-lien","record":{"id":"rel-b-brcc-vcm-second-lien","from":"brcc","to":"vcm","status":"reported","role":"Lender of $36 million to Vintage under a second-lien promissory note, amended on August 9, 2023 to add $19.2 million, as alleged by the FRG Litigation Trust","period":"June 25, 2021 – 2023 (as alleged)","claim_ids":["c-kahn-trust-loans"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brcc → vcm: Lender of $36 million to Vintage under a second-lien promissory note, amended on August 9, 2023 to add $19.2 million, as alleged by the FRG Litigation Trust [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-vcm-liberty","record":{"id":"rel-b-brc-vcm-liberty","from":"brc","to":"vcm","status":"reported","role":"Alleged co-investor with Vintage in Liberty Tax: partnered to buy 37% in 2017 and acquired control in July 2019 (class plaintiffs); jointly acquired control from 2018 and placed designees on its board (FRG Litigation Trust)","period":"2017 to July 2019 (from 2018 per the Trust's complaint)","claim_ids":["c-kahn-court-history","c-kahn-trust-history"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → vcm: Alleged co-investor with Vintage in Liberty Tax: partnered to buy 37% in 2017 and acquired control in July 2019 (class plaintiffs); jointly acquired control from 2018 and placed designees on its board (FRG Litigation Trust) [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-vcm-bw-rights","record":{"id":"rel-b-brc-vcm-bw-rights","from":"brc","to":"vcm","status":"reported","role":"Co-participant in Babcock & Wilcox's 2018 rights offering, according to a short seller's report","period":"2018 (as reported)","claim_ids":["c-inv-bw-rights-offering"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → vcm: Co-participant in Babcock & Wilcox's 2018 rights offering, according to a short seller's report [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-kahn-security","record":{"id":"rel-b-brc-kahn-security","from":"brc","to":"brian-kahn","status":"documented","role":"Secured creditor, through a subsidiary, holding a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse (a 25% equity interest of Kahn per the 2025 annual report) for the VCM note; treats Kahn as a related party; no proceeds expected after FRG's plan cancelled that equity","period":"from August 21, 2023 (related party through June 30, 2026)","claim_ids":["c-loss-vcm-note","c-kahn-closing-stake","c-loss-plan","c-loss-vcm-related"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → brian-kahn: Secured creditor, through a subsidiary, holding a first-priority security interest in Freedom VCM equity owned by Kahn and his spouse (a 25% equity interest of Kahn per the 2025 annual report) for the VCM note; treats Kahn as a related party; no proceeds expected after FRG's plan cancelled that equity [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-brc-pledge-2020","record":{"id":"rel-b-kahn-brc-pledge-2020","from":"brian-kahn","to":"brc","status":"reported","role":"Pledgor, with his wife, of about 7.1 million FRG shares as collateral for B. Riley Financial loans and personal guarantor of Vintage's loan at the 2023 closing, as alleged by the FRG Litigation Trust","period":"2020–2023 (as alleged)","claim_ids":["c-kahn-trust-loans","c-kahn-trust-closing"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brian-kahn → brc: Pledgor, with his wife, of about 7.1 million FRG shares as collateral for B. Riley Financial loans and personal guarantor of Vintage's loan at the 2023 closing, as alleged by the FRG Litigation Trust [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-lkahn-brc-pledge","record":{"id":"rel-b-lkahn-brc-pledge","from":"lauren-kahn","to":"brc","status":"reported","role":"Pledgor, with Brian Kahn, of FRG shares for B. Riley Financial loans (about 7.1 million shares on April 24, 2020; 5,061,255 pledged shares held at B. Riley Wealth Management under an August 7, 2023 control agreement) and personal guarantor of Vintage's loan at closing, as alleged by the FRG Litigation Trust","period":"2020–2023 (as alleged)","claim_ids":["c-kahn-trust-loans","c-kahn-trust-closing"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"lauren-kahn → brc: Pledgor, with Brian Kahn, of FRG shares for B. Riley Financial loans (about 7.1 million shares on April 24, 2020; 5,061,255 pledged shares held at B. Riley Wealth Management under an August 7, 2023 control agreement) and personal guarantor of Vintage's loan at closing, as alleged by the FRG Litigation Trust [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-kahn-loans","record":{"id":"rel-b-brc-kahn-loans","from":"brc","to":"brian-kahn","status":"reported","role":"Lender of undisclosed loans to Kahn with principal balances reaching $154 million by mid-2023, according to a press report citing a July 2023 Nomura presentation","period":"to mid-2023 (as reported)","claim_ids":["c-kahn-press-loans"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → brian-kahn: Lender of undisclosed loans to Kahn with principal balances reaching $154 million by mid-2023, according to a press report citing a July 2023 Nomura presentation [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-brc-advisory","record":{"id":"rel-b-kahn-brc-advisory","from":"brian-kahn","to":"brc","status":"documented","role":"Financial adviser under an investment advisory agreement with B. Riley, with sole power to vote or dispose of FRG shares worth $64.6 million held of record by B. Riley Securities; terminated at closing, when the $20.9 million he owed under it was added to the VCM note","period":"until August 21, 2023","claim_ids":["c-kahn-advisory","c-kahn-64m"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brian-kahn → brc: Financial adviser under an investment advisory agreement with B. Riley, with sole power to vote or dispose of FRG shares worth $64.6 million held of record by B. Riley Securities; terminated at closing, when the $20.9 million he owed under it was added to the VCM note [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-kahn-consortium","record":{"id":"rel-b-brc-kahn-consortium","from":"brc","to":"brian-kahn","status":"documented","role":"Co-member of the buyer consortium in the FRG take-private: Bryant Riley met Kahn on March 16–17, 2023 and B. Riley proposed $30.00 per share on March 19; the parties agreed that Kahn would control the surviving company while B. Riley financed without control, signed the Interim Investors Agreement with him and co-filed the Schedule 13E-3","period":"March 16 – August 21, 2023","claim_ids":["c-kahn-approach-2023","c-kahn-april-2023","c-kahn-consortium","c-kahn-structure","c-kahn-iia"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → brian-kahn: Co-member of the buyer consortium in the FRG take-private: Bryant Riley met Kahn on March 16–17, 2023 and B. Riley proposed $30.00 per share on March 19; the parties agreed that Kahn would control the surviving company while B. Riley financed without control, signed the Interim Investors Agreement with him and co-filed the Schedule 13E-3 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-kahn-association","record":{"id":"rel-b-brc-kahn-association","from":"brc","to":"brian-kahn","status":"reported","role":"Long-standing business associate: an early brokerage client, then a partner whose deals B. Riley financed or underwrote (a 2018 Rent-A-Center bid, a 2022 Kohl's bid, the 2023 FRG buyout), as described by class plaintiffs and press reports","period":"from 1997 (as described) to 2023","claim_ids":["c-kahn-court-history","c-kahn-rac-2018","c-loss-press-2025"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"historical"},"reading":"brc → brian-kahn: Long-standing business associate: an early brokerage client, then a partner whose deals B. Riley financed or underwrote (a 2018 Rent-A-Center bid, a 2022 Kohl's bid, the 2023 FRG buyout), as described by class plaintiffs and press reports [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-kahn-suit","record":{"id":"rel-b-brc-kahn-suit","from":"brc","to":"brian-kahn","status":"documented","role":"Plaintiff, with subsidiaries, suing Kahn for common-law fraud, fraudulent inducement, civil conspiracy and breach of contract over the FRG take-private (Supreme Court of the State of New York, New York County; damages claimed above $735 million)","period":"filed January 20, 2026","claim_ids":["c-lit-willkie-suit"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"unknown"},"reading":"brc → brian-kahn: Plaintiff, with subsidiaries, suing Kahn for common-law fraud, fraudulent inducement, civil conspiracy and breach of contract over the FRG take-private (Supreme Court of the State of New York, New York County; damages claimed above $735 million) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-lkahn-suit","record":{"id":"rel-b-brc-lkahn-suit","from":"brc","to":"lauren-kahn","status":"documented","role":"Plaintiff, with subsidiaries, suing her for breach of contract over the FRG take-private (Supreme Court of the State of New York, New York County)","period":"filed January 20, 2026","claim_ids":["c-lit-willkie-suit"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"unknown"},"reading":"brc → lauren-kahn: Plaintiff, with subsidiaries, suing her for breach of contract over the FRG take-private (Supreme Court of the State of New York, New York County) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-conns-loan","record":{"id":"rel-b-brc-conns-loan","from":"brc","to":"conns","status":"documented","role":"Lender, through a subsidiary, of a $108.0 million term loan (reduced to $93.0 million), accelerated by Conn's July 2024 Chapter 11 filing, valued at zero at December 31, 2025 and written off effective January 1, 2026; it also bought the first-lien Conn's loan for $27.7 million on December 17, 2024, repaid January 24, 2025","period":"December 18, 2023 – January 1, 2026","claim_ids":["c-loss-conns","c-loss-conns-outcome"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → conns: Lender, through a subsidiary, of a $108.0 million term loan (reduced to $93.0 million), accelerated by Conn's July 2024 Chapter 11 filing, valued at zero at December 31, 2025 and written off effective January 1, 2026; it also bought the first-lien Conn's loan for $27.7 million on December 17, 2024, repaid January 24, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-conns-consulting","record":{"id":"rel-b-brc-conns-consulting","from":"brc","to":"conns","status":"documented","role":"Liquidation consultant: a then-subsidiary sold merchandise and fixtures at Conn's and Badcock stores under a consulting agreement, earning $26.1 million until the subsidiary was sold with the Great American Group business","period":"June 27, 2024 – November 15, 2024","claim_ids":["c-loss-conns-consulting"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → conns: Liquidation consultant: a then-subsidiary sold merchandise and fixtures at Conn's and Badcock stores under a consulting agreement, earning $26.1 million until the subsidiary was sold with the Great American Group business [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brpi-torticity","record":{"id":"rel-b-brpi-torticity","from":"brpi","to":"torticity","status":"documented","role":"Lender: committed $15.0 million of a $25.0 million loan bearing 15.00% a year and transferred the note to B. Riley Commercial Capital","period":"November 2 – November 20, 2023","claim_ids":["c-loss-torticity"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brpi → torticity: Lender: committed $15.0 million of a $25.0 million loan bearing 15.00% a year and transferred the note to B. Riley Commercial Capital [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brcc-torticity","record":{"id":"rel-b-brcc-torticity","from":"brcc","to":"torticity","status":"documented","role":"Holder of the transferred Torticity note; fully impaired, with no fair value at June 30, 2026","period":"from November 20, 2023","claim_ids":["c-loss-torticity"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brcc → torticity: Holder of the transferred Torticity note; fully impaired, with no fair value at June 30, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brc-brcc","record":{"id":"rel-b-brc-brcc","from":"brc","to":"brcc","status":"documented","role":"Wholly owned subsidiary (B. Riley Commercial Capital, LLC)","period":"listed as of December 31, 2025","claim_ids":["c-id-subsidiaries-principal","c-lit-sorrento"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brcc: Wholly owned subsidiary (B. Riley Commercial Capital, LLC) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-riley-frg-board","record":{"id":"rel-b-riley-frg-board","from":"bryant-riley","to":"frg","status":"documented","role":"Director and reported 10% owner of Liberty Tax, Inc. (renamed Franchise Group); class plaintiffs say he resigned on March 31, 2020, the day Prophecy suspended redemptions","period":"September 2018 – March 2020","claim_ids":["c-lead-riley-boards","c-kahn-riley-frg-board","c-kahn-riley-resign-2020"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → frg: Director and reported 10% owner of Liberty Tax, Inc. (renamed Franchise Group); class plaintiffs say he resigned on March 31, 2020, the day Prophecy suspended redemptions [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-riley-fvh-board","record":{"id":"rel-b-riley-fvh-board","from":"bryant-riley","to":"freedom-vcm-holdings","status":"documented","role":"Director: rejoined the board in August 2023 and resigned in June 2025 after the November 3, 2024 bankruptcy filings; the 2026 proxy also attributes his September 2018 – March 2020 board seat to this company","period":"August 2023 – June 2025 (and September 2018 – March 2020 per the 2026 proxy)","claim_ids":["c-kahn-riley-frg-board"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → freedom-vcm-holdings: Director: rejoined the board in August 2023 and resigned in June 2025 after the November 3, 2024 bankruptcy filings; the 2026 proxy also attributes his September 2018 – March 2020 board seat to this company [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-riley-frg-shares","record":{"id":"rel-b-riley-frg-shares","from":"bryant-riley","to":"frg","status":"documented","role":"Shareholder: sold his 1,804 FRG shares on the closing date; shares he owned were excluded from the cash conversion","period":"until August 21, 2023","claim_ids":["c-kahn-insider-forms","c-kahn-merger-close"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"bryant-riley → frg: Shareholder: sold his 1,804 FRG shares on the closing date; shares he owned were excluded from the cash conversion [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-riley-bw-board","record":{"id":"rel-b-riley-bw-board","from":"bryant-riley","to":"bw","status":"documented","role":"Director of Babcock & Wilcox Enterprises, Inc.","period":"April 2019 – September 2020","claim_ids":["c-lead-riley-boards"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → bw: Director of Babcock & Wilcox Enterprises, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-riley-bw-shares","record":{"id":"rel-b-riley-bw-shares","from":"bryant-riley","to":"bw","status":"documented","role":"Shareholder: sold 1,155,382 B&W shares, held jointly with his spouse and through a family trust, to AFOB FIP MS, LLC for $10,398,438 and used the proceeds to repay his Axos credit line","period":"until February 11, 2026","claim_ids":["c-be-spa","c-be-axos-paydown"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"bryant-riley → bw: Shareholder: sold 1,155,382 B&W shares, held jointly with his spouse and through a family trust, to AFOB FIP MS, LLC for $10,398,438 and used the proceeds to repay his Axos credit line [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-paulson-frg","record":{"id":"rel-b-paulson-frg","from":"randall-paulson","to":"frg","status":"documented","role":"Shareholder while a B. Riley director: filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them on the closing date; his EDGAR record also lists a 10% owner report on FRG","period":"10% owner report dated August 10, 2023; holding ended August 21, 2023","claim_ids":["c-kahn-insider-forms"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"randall-paulson → frg: Shareholder while a B. Riley director: filed a Form 3 for 40,000 FRG shares and a Form 4 disposing of all of them on the closing date; his EDGAR record also lists a 10% owner report on FRG [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-frg-ceo","record":{"id":"rel-b-kahn-frg-ceo","from":"brian-kahn","to":"frg","status":"documented","role":"President and chief executive officer from 2019 and director from 2018 (Liberty Tax, Inc., renamed Franchise Group)","period":"director from 2018, CEO from 2019 (as of July 2023)","claim_ids":["c-kahn-kahn-roles","c-kahn-kahn-edgar"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → frg: President and chief executive officer from 2019 and director from 2018 (Liberty Tax, Inc., renamed Franchise Group) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-frg-holder","record":{"id":"rel-b-kahn-frg-holder","from":"brian-kahn","to":"frg","status":"documented","role":"Shareholder and reported 10% owner; contributed his FRG shares to Freedom VCM Holdings and reported no direct holdings after the closing","period":"until August 21, 2023","claim_ids":["c-kahn-insider-forms","c-kahn-kahn-edgar","c-kahn-13da-zero"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brian-kahn → frg: Shareholder and reported 10% owner; contributed his FRG shares to Freedom VCM Holdings and reported no direct holdings after the closing [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-bw","record":{"id":"rel-b-kahn-bw","from":"brian-kahn","to":"bw","status":"documented","role":"Reported as director and 10% owner of Babcock & Wilcox Enterprises, Inc.","period":"EDGAR report dated August 13, 2019","claim_ids":["c-kahn-kahn-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → bw: Reported as director and 10% owner of Babcock & Wilcox Enterprises, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-fvh-control","record":{"id":"rel-b-kahn-fvh-control","from":"brian-kahn","to":"freedom-vcm-holdings","status":"documented","role":"Controlled the company as its sole director and executive officer (July 2023 merger proxy) and signed as its President","period":"2023 (proxy of July 14, 2023; signature of August 21, 2023)","claim_ids":["c-kahn-kahn-roles"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → freedom-vcm-holdings: Controlled the company as its sole director and executive officer (July 2023 merger proxy) and signed as its President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-fvh-rollover","record":{"id":"rel-b-kahn-fvh-rollover","from":"brian-kahn","to":"freedom-vcm-holdings","status":"documented","role":"Rolled over FRG shares for common membership interests under the rollover agreement: 2,154,807 shares in his name ($64.6 million) and 7,576,543 held jointly with Lauren Kahn ($227.3 million); with his wife and an affiliate held a 32% voting interest after closing (about 32.4% of TopCo equity per FRG's restructuring officer); equity cancelled under FRG's plan","period":"May 10, 2023 agreement; held from August 21, 2023 until the June 2025 plan","claim_ids":["c-kahn-rollover","c-kahn-closing-stake","c-loss-cro-equity","c-loss-plan"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brian-kahn → freedom-vcm-holdings: Rolled over FRG shares for common membership interests under the rollover agreement: 2,154,807 shares in his name ($64.6 million) and 7,576,543 held jointly with Lauren Kahn ($227.3 million); with his wife and an affiliate held a 32% voting interest after closing (about 32.4% of TopCo equity per FRG's restructuring officer); equity cancelled under FRG's plan [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-fvi","record":{"id":"rel-b-kahn-fvi","from":"brian-kahn","to":"freedom-vcm-inc","status":"documented","role":"President (signature of August 21, 2023), then chief executive officer and director until his resignation","period":"August 21, 2023 – January 22, 2024","claim_ids":["c-kahn-kahn-roles","c-kahn-resign-2024"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"brian-kahn → freedom-vcm-inc: President (signature of August 21, 2023), then chief executive officer and director until his resignation [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-vcm-mgr","record":{"id":"rel-b-kahn-vcm-mgr","from":"brian-kahn","to":"vcm","status":"documented","role":"Founder and investment manager; manager who signed its filings","period":"investment manager since 1998; manager in 2016 and 2023 filings","claim_ids":["c-kahn-kahn-roles","c-kahn-13da-zero","c-kahn-vcm-ownership"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → vcm: Founder and investment manager; manager who signed its filings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-vcm-own","record":{"id":"rel-b-kahn-vcm-own","from":"brian-kahn","to":"vcm","status":"documented","role":"Direct member (5–10%) and control person","period":"since April 2010 (Form ADV of February 29, 2016)","claim_ids":["c-kahn-vcm-ownership"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brian-kahn → vcm: Direct member (5–10%) and control person [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-kcm-own","record":{"id":"rel-b-kahn-kcm-own","from":"brian-kahn","to":"kahn-capital","status":"documented","role":"Member owning 75% or more and control person","period":"since December 1999 (Form ADV of February 29, 2016)","claim_ids":["c-kahn-vcm-ownership"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brian-kahn → kahn-capital: Member owning 75% or more and control person [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-kcm-mgr","record":{"id":"rel-b-kahn-kcm-mgr","from":"brian-kahn","to":"kahn-capital","status":"documented","role":"Manager (signed the August 2023 Schedule 13D amendment for the company)","period":"as of August 2023","claim_ids":["c-kahn-13da-zero"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → kahn-capital: Manager (signed the August 2023 Schedule 13D amendment for the company) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kcm-vcm-own","record":{"id":"rel-b-kcm-vcm-own","from":"kahn-capital","to":"vcm","status":"documented","role":"Member owning 75% or more of Vintage Capital Management","period":"since April 2010 (Form ADV of February 29, 2016)","claim_ids":["c-kahn-vcm-ownership"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"kahn-capital → vcm: Member owning 75% or more of Vintage Capital Management [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-vop","record":{"id":"rel-b-kahn-vop","from":"brian-kahn","to":"vop","status":"documented","role":"President (July 2023 merger proxy) and Manager (signing the August 21, 2023 Schedule 13E-3 amendment)","period":"2023","claim_ids":["c-kahn-kahn-roles","c-kahn-rollover"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"brian-kahn → vop: President (July 2023 merger proxy) and Manager (signing the August 21, 2023 Schedule 13E-3 amendment) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-vop-fvh-rollover","record":{"id":"rel-b-vop-fvh-rollover","from":"vop","to":"freedom-vcm-holdings","status":"documented","role":"Rollover stockholder: committed 2,500,000 FRG shares ($75.0 million) for common membership interests","period":"agreement of May 10, 2023","claim_ids":["c-kahn-rollover"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"vop → freedom-vcm-holdings: Rollover stockholder: committed 2,500,000 FRG shares ($75.0 million) for common membership interests [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-lauren","record":{"id":"rel-b-kahn-lauren","from":"lauren-kahn","to":"brian-kahn","status":"documented","role":"Spouses; joint holders, as tenants by the entirety, of FRG shares (1,000,000 in the 2019 Vintage Group schedule; 7,576,543 rolled over in 2023)","period":"2019–2023 records","claim_ids":["c-kahn-rollover","c-kahn-vintage-group","c-kahn-trust-closing"],"kind":"family","direction":"undirected","role_group":"associations","temporal_status":"unknown"},"reading":"lauren-kahn → brian-kahn: Spouses; joint holders, as tenants by the entirety, of FRG shares (1,000,000 in the 2019 Vintage Group schedule; 7,576,543 rolled over in 2023) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-lauren-frg","record":{"id":"rel-b-lauren-frg","from":"lauren-kahn","to":"frg","status":"documented","role":"Joint holder with Brian Kahn of 1,000,000 FRG shares listed in the registration rights agreement schedule","period":"as of October 23, 2019","claim_ids":["c-kahn-vintage-group"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"lauren-kahn → frg: Joint holder with Brian Kahn of 1,000,000 FRG shares listed in the registration rights agreement schedule [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-briley-client","record":{"id":"rel-b-kahn-briley-client","from":"brian-kahn","to":"b-riley-co","status":"reported","role":"Research client of B. Riley from 1997, after founding Kahn Capital Management, according to Bryant Riley's 2024 account","period":"from 1997 (as described)","claim_ids":["c-kahn-meeting-1997"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"unknown"},"reading":"brian-kahn → b-riley-co: Research client of B. Riley from 1997, after founding Kahn Capital Management, according to Bryant Riley's 2024 account [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-laurence-frg-evp","record":{"id":"rel-b-laurence-frg-evp","from":"andrew-laurence","to":"frg","status":"documented","role":"Executive vice president","period":"since 2019 (as of July 2023)","claim_ids":["c-kahn-laurence"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"andrew-laurence → frg: Executive vice president [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-laurence-frg-dir","record":{"id":"rel-b-laurence-frg-dir","from":"andrew-laurence","to":"frg","status":"documented","role":"Director (Liberty Tax, Inc., renamed Franchise Group)","period":"2018–2021","claim_ids":["c-kahn-laurence"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"andrew-laurence → frg: Director (Liberty Tax, Inc., renamed Franchise Group) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-laurence-frg-shares","record":{"id":"rel-b-laurence-frg-shares","from":"andrew-laurence","to":"frg","status":"documented","role":"Shareholder; reported a disposition coded \"D-Return\" leaving no direct holdings on the closing date","period":"until August 21, 2023","claim_ids":["c-kahn-insider-forms"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"andrew-laurence → frg: Shareholder; reported a disposition coded \"D-Return\" leaving no direct holdings on the closing date [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-laurence-fvh-rollover","record":{"id":"rel-b-laurence-fvh-rollover","from":"andrew-laurence","to":"freedom-vcm-holdings","status":"documented","role":"Rollover stockholder: committed 573,482 FRG shares ($17.2 million) for common membership interests","period":"agreement of May 10, 2023","claim_ids":["c-kahn-rollover"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"andrew-laurence → freedom-vcm-holdings: Rollover stockholder: committed 573,482 FRG shares ($17.2 million) for common membership interests [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-laurence-vcm","record":{"id":"rel-b-laurence-vcm","from":"andrew-laurence","to":"vcm","status":"documented","role":"Partner (merger proxy) and manager (Form ADV)","period":"partner since 2010; manager since April 2010 per the 2016 Form ADV","claim_ids":["c-kahn-laurence","c-kahn-vcm-ownership"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"andrew-laurence → vcm: Partner (merger proxy) and manager (Form ADV) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brs-frg-2019","record":{"id":"rel-b-brs-frg-2019","from":"brs","to":"frg","status":"documented","role":"Holder, as B. Riley FBR, Inc., of 1,000,000 FRG shares listed in the registration rights agreement schedule","period":"as of October 23, 2019","claim_ids":["c-kahn-vintage-group"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brs → frg: Holder, as B. Riley FBR, Inc., of 1,000,000 FRG shares listed in the registration rights agreement schedule [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brs-vcm-group","record":{"id":"rel-b-brs-vcm-group","from":"brs","to":"vcm","status":"documented","role":"Fellow member, as B. Riley FBR, Inc., of the \"Vintage Group\" defined in Amendment No. 2 to FRG's registration rights agreement","period":"October 23, 2019","claim_ids":["c-kahn-vintage-group"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"historical"},"reading":"brs → vcm: Fellow member, as B. Riley FBR, Inc., of the \"Vintage Group\" defined in Amendment No. 2 to FRG's registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-brs-kahn-group","record":{"id":"rel-b-brs-kahn-group","from":"brs","to":"brian-kahn","status":"documented","role":"Fellow member, as B. Riley FBR, Inc., of the \"Vintage Group\" with Brian and Lauren Kahn as tenants by the entirety","period":"October 23, 2019","claim_ids":["c-kahn-vintage-group"],"kind":"other","direction":"directed","role_group":"associations","temporal_status":"historical"},"reading":"brs → brian-kahn: Fellow member, as B. Riley FBR, Inc., of the \"Vintage Group\" with Brian and Lauren Kahn as tenants by the entirety [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-frg-brpi-investigation","record":{"id":"rel-b-frg-brpi-investigation","from":"frg","to":"brpi","status":"documented","role":"Debtor whose special committee directed an independent investigation of potential claims arising from, among other things, the take-private, the BRRII acquisition and other transactions with BRPI and its affiliates","period":"first-day declaration of November 4, 2024","claim_ids":["c-loss-cro-investigation"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"frg → brpi: Debtor whose special committee directed an independent investigation of potential claims arising from, among other things, the take-private, the BRRII acquisition and other transactions with BRPI and its affiliates [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-kahn-prophecy","record":{"id":"rel-b-kahn-prophecy","from":"brian-kahn","to":"prophecy","status":"documented","role":"Sub-adviser to Prophecy Asset Management, allocated most of its capital; charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud in connection with his activities as a Prophecy sub-adviser","period":"from 2017","claim_ids":["c-pro-charge-plea","c-pro-sec-complaint","c-pro-sub-adviser","c-pro-learned-2023"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brian-kahn → prophecy: Sub-adviser to Prophecy Asset Management, allocated most of its capital; charged in November 2025 and pleaded guilty on December 10, 2025 to one count of conspiracy to commit securities fraud in connection with his activities as a Prophecy sub-adviser [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-sec-kahn","record":{"id":"rel-b-sec-kahn","from":"sec","to":"brian-kahn","status":"documented","role":"Plaintiff in SEC v. Prophecy Asset Management, LP, Jeffrey Spotts, and Brian Kahn (D.N.J. No. 3:25-cv-16058), alleging advisory and securities fraud; stayed at the United States' request and recorded as terminated on May 19, 2026, with no merits ruling in the record","period":"filed September 29, 2025; terminated May 19, 2026","claim_ids":["c-pro-sec-complaint","c-pro-stay"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"sec → brian-kahn: Plaintiff in SEC v. Prophecy Asset Management, LP, Jeffrey Spotts, and Brian Kahn (D.N.J. No. 3:25-cv-16058), alleging advisory and securities fraud; stayed at the United States' request and recorded as terminated on May 19, 2026, with no merits ruling in the record [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-b-sec-prophecy","record":{"id":"rel-b-sec-prophecy","from":"sec","to":"prophecy","status":"documented","role":"Plaintiff in SEC v. Prophecy Asset Management, LP, Jeffrey Spotts, and Brian Kahn (D.N.J. No. 3:25-cv-16058); stayed and recorded as terminated on May 19, 2026, with no merits ruling in the record","period":"filed September 29, 2025; terminated May 19, 2026","claim_ids":["c-pro-sec-complaint","c-pro-stay"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"sec → prophecy: Plaintiff in SEC v. Prophecy Asset Management, LP, Jeffrey Spotts, and Brian Kahn (D.N.J. No. 3:25-cv-16058); stayed and recorded as terminated on May 19, 2026, with no merits ruling in the record [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-sec-subpoenas-brc","record":{"id":"rel-c-sec-subpoenas-brc","from":"sec","to":"brc","status":"documented","role":"Issued document subpoenas to the company on July 3 and November 22, 2024 and testimony subpoenas to current and former employees in June 2026, in an inquiry concerning dealings with Brian Kahn and Franchise Group (requests for information; no finding or enforcement action in the records)","period":"since July 3, 2024; inquiry continuing as of the June 30, 2026 quarterly report","claim_ids":["c-sec-subpoenas-2024","c-sec-testimony-2026"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"sec → brc: Issued document subpoenas to the company on July 3 and November 22, 2024 and testimony subpoenas to current and former employees in June 2026, in an inquiry concerning dealings with Brian Kahn and Franchise Group (requests for information; no finding or enforcement action in the records) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-sec-subpoenas-riley","record":{"id":"rel-c-sec-subpoenas-riley","from":"sec","to":"bryant-riley","status":"documented","role":"Issued document subpoenas to Bryant Riley on July 3 and November 22, 2024, the second also covering his personal loan and pledge of company shares (requests for information; no finding in the records)","period":"July 3 and November 22, 2024; inquiry continuing in 2026","claim_ids":["c-sec-subpoenas-2024","c-sec-testimony-2026"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"sec → bryant-riley: Issued document subpoenas to Bryant Riley on July 3 and November 22, 2024, the second also covering his personal loan and pledge of company shares (requests for information; no finding in the records) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-sec-corpfin-brc","record":{"id":"rel-c-sec-corpfin-brc","from":"sec","to":"brc","status":"documented","role":"Division of Corporation Finance completed its review of the company's Form 8-K filed April 8, 2024 (routine review-completion letter, not a finding)","period":"letter of September 23, 2024","claim_ids":["c-sec-corpfin-letter"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"sec → brc: Division of Corporation Finance completed its review of the company's Form 8-K filed April 8, 2024 (routine review-completion letter, not a finding) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-brcc-sorrento","record":{"id":"rel-c-brcc-sorrento","from":"brcc","to":"sorrento","status":"documented","role":"Lender under a bridge loan agreement of September 30, 2022; about $32.2 million of the borrower's payments are the subject of the liquidating trustee's pending preference suit (motion to dismiss denied September 12, 2025)","period":"loan of September 30, 2022; preference suit filed June 16, 2025, pending","claim_ids":["c-lit-sorrento"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brcc → sorrento: Lender under a bridge loan agreement of September 30, 2022; about $32.2 million of the borrower's payments are the subject of the liquidating trustee's pending preference suit (motion to dismiss denied September 12, 2025) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-brc-sues-willkie","record":{"id":"rel-c-brc-sues-willkie","from":"brc","to":"willkie","status":"documented","role":"Plaintiff, with five subsidiaries, in a New York Supreme Court suit alleging aiding and abetting fraud, civil conspiracy and aiding and abetting breach of fiduciary duty over the 2023 Franchise Group take-private (pending; no ruling in the records)","period":"since January 20, 2026","claim_ids":["c-lit-willkie-suit"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"brc → willkie: Plaintiff, with five subsidiaries, in a New York Supreme Court suit alleging aiding and abetting fraud, civil conspiracy and aiding and abetting breach of fiduciary duty over the 2023 Franchise Group take-private (pending; no ruling in the records) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-willkie-kahn","record":{"id":"rel-c-willkie-kahn","from":"willkie","to":"brian-kahn","status":"documented","role":"Counsel to Brian Kahn in the 2023 Franchise Group take-private (Kahn met B. Riley with his Willkie counsel on April 18, 2023)","period":"2023 take-private transaction","claim_ids":["c-kahn-april-2023","c-lit-willkie-disqualified","c-lit-ust-subpoena"],"kind":"business","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"willkie → brian-kahn: Counsel to Brian Kahn in the 2023 Franchise Group take-private (Kahn met B. Riley with his Willkie counsel on April 18, 2023) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-willkie-frg","record":{"id":"rel-c-willkie-frg","from":"willkie","to":"frg","status":"reported","role":"Counsel to Franchise Group, including in its Chapter 11 case until the Delaware Bankruptcy Court disqualified the firm on February 12, 2025, as described in the FRG Litigation Trust's complaint and a press report","period":"until February 12, 2025 (as reported)","claim_ids":["c-lit-willkie-disqualified","c-lit-trust-frg-subpoenas","c-lit-ust-subpoena"],"kind":"business","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"willkie → frg: Counsel to Franchise Group, including in its Chapter 11 case until the Delaware Bankruptcy Court disqualified the firm on February 12, 2025, as described in the FRG Litigation Trust's complaint and a press report [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-glassratner-frg","record":{"id":"rel-c-glassratner-frg","from":"glassratner","to":"frg","status":"reported","role":"Financial adviser to Franchise Group on the consumer loan receivables originated and serviced by W.S. Badcock, as described in the FRG Litigation Trust's complaint","period":"period not stated in the records","claim_ids":["c-lit-trust-glassratner"],"kind":"business","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"glassratner → frg: Financial adviser to Franchise Group on the consumer loan receivables originated and serviced by W.S. Badcock, as described in the FRG Litigation Trust's complaint [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-winston-brc","record":{"id":"rel-c-winston-brc","from":"winston-strawn","to":"brc","status":"documented","role":"Independent counsel retained by the company's Audit Committee to investigate transactions between Brian Kahn and his affiliates and the company; investigation completed by mid-March 2024 and its findings disclosed in April 2024","period":"2024 (completed by mid-March 2024)","claim_ids":["c-sec-internal-review"],"kind":"business","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"winston-strawn → brc: Independent counsel retained by the company's Audit Committee to investigate transactions between Brian Kahn and his affiliates and the company; investigation completed by mid-March 2024 and its findings disclosed in April 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-brc","record":{"id":"rel-c-trust-brc","from":"frg-trust","to":"brc","status":"documented","role":"Plaintiff suing the company (as B. Riley Financial) for aiding and abetting Kahn's fraud and breaches of fiduciary duty, unjust enrichment and civil conspiracy over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing","c-lit-trust-counts-riley"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → brc: Plaintiff suing the company (as B. Riley Financial) for aiding and abetting Kahn's fraud and breaches of fiduciary duty, unjust enrichment and civil conspiracy over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-riley","record":{"id":"rel-c-trust-riley","from":"frg-trust","to":"bryant-riley","status":"documented","role":"Plaintiff suing Bryant Riley for aiding and abetting breach of fiduciary duty and fraud, unjust enrichment, unlawful distribution and civil conspiracy over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing","c-lit-trust-counts-riley"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → bryant-riley: Plaintiff suing Bryant Riley for aiding and abetting breach of fiduciary duty and fraud, unjust enrichment, unlawful distribution and civil conspiracy over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-brs","record":{"id":"rel-c-trust-brs","from":"frg-trust","to":"brs","status":"documented","role":"Plaintiff naming B. Riley Securities, Inc. as a defendant in its civil-conspiracy count over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → brs: Plaintiff naming B. Riley Securities, Inc. as a defendant in its civil-conspiracy count over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-glassratner","record":{"id":"rel-c-trust-glassratner","from":"frg-trust","to":"glassratner","status":"documented","role":"Plaintiff naming GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services) as a defendant over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → glassratner: Plaintiff naming GlassRatner Advisory & Capital Group, LLC (d/b/a B. Riley Advisory Services) as a defendant over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-kahn","record":{"id":"rel-c-trust-kahn","from":"frg-trust","to":"brian-kahn","status":"documented","role":"Plaintiff suing Franchise Group's former chief executive Brian Kahn over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing","c-lit-trust-counts-riley"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → brian-kahn: Plaintiff suing Franchise Group's former chief executive Brian Kahn over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-willkie","record":{"id":"rel-c-trust-willkie","from":"frg-trust","to":"willkie","status":"documented","role":"Plaintiff naming Willkie Farr & Gallagher LLP as a defendant over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → willkie: Plaintiff naming Willkie Farr & Gallagher LLP as a defendant over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-jefferies","record":{"id":"rel-c-trust-jefferies","from":"frg-trust","to":"jefferies","status":"documented","role":"Plaintiff naming Jefferies LLC as a defendant over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → jefferies: Plaintiff naming Jefferies LLC as a defendant over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-trust-avril","record":{"id":"rel-c-trust-avril","from":"frg-trust","to":"matthew-avril","status":"documented","role":"Plaintiff naming Matthew Avril as a defendant over the 2023 take-private","period":"Delaware Court of Chancery Case No. 2026-1076, filed August 18, 2026; pending, no ruling in the records reviewed","claim_ids":["c-lit-trust-filing"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"frg-trust → matthew-avril: Plaintiff naming Matthew Avril as a defendant over the 2023 take-private [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-riley-kahn","record":{"id":"rel-c-riley-kahn","from":"bryant-riley","to":"brian-kahn","status":"documented","role":"Business associates: by Riley's account they met in 1997 when Kahn, founder of Kahn Capital Management, was a B. Riley research client, and Riley calls Kahn no more than a business associate; they met in person on March 16 and 17, 2023 to discuss B. Riley's interest in acquiring Franchise Group","period":"from 1997 by Riley's account; meetings of March 16-17, 2023","claim_ids":["c-kahn-meeting-1997","c-kahn-associate","c-kahn-approach-2023"],"kind":"other","direction":"undirected","role_group":"associations","temporal_status":"unknown"},"reading":"bryant-riley → brian-kahn: Business associates: by Riley's account they met in 1997 when Kahn, founder of Kahn Capital Management, was a B. Riley research client, and Riley calls Kahn no more than a business associate; they met in person on March 16 and 17, 2023 to discuss B. Riley's interest in acquiring Franchise Group [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-sheldon-riley","record":{"id":"rel-c-sheldon-riley","from":"michael-sheldon","to":"bryant-riley","status":"reported","role":"Friendship disclosed on a directors' and officers' questionnaire and earlier joint service on the Aldila, Inc. board, as recited by the Court of Chancery from a derivative complaint; the court held these ties did not show that Sheldon lacked independence","period":"Aldila board service about fifteen years before the 2025 complaint; friendship ongoing as alleged","claim_ids":["c-lit-indep-sheldon"],"kind":"other","direction":"undirected","role_group":"associations","temporal_status":"unknown"},"reading":"michael-sheldon → bryant-riley: Friendship disclosed on a directors' and officers' questionnaire and earlier joint service on the Aldila, Inc. board, as recited by the Court of Chancery from a derivative complaint; the court held these ties did not show that Sheldon lacked independence [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-dagostino-riley","record":{"id":"rel-c-dagostino-riley","from":"robert-dagostino","to":"bryant-riley","status":"reported","role":"Personal and professional relationship of about 20 years (Lehigh University, the same fraternity, social meetings) acknowledged in a directors' and officers' questionnaire, as recited by the Court of Chancery from a derivative complaint; the court held this did not show that D’Agostino lacked independence","period":"about 20 years as of the 2025 complaint","claim_ids":["c-lit-indep-dagostino"],"kind":"other","direction":"undirected","role_group":"associations","temporal_status":"unknown"},"reading":"robert-dagostino → bryant-riley: Personal and professional relationship of about 20 years (Lehigh University, the same fraternity, social meetings) acknowledged in a directors' and officers' questionnaire, as recited by the Court of Chancery from a derivative complaint; the court held this did not show that D’Agostino lacked independence [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-brc-brwm","record":{"id":"rel-c-brc-brwm","from":"brc","to":"brwm","status":"documented","role":"Indirect parent: acquired Wunderlich Securities, Inc. (renamed B. Riley Wealth Management in 2018) with Wunderlich Investment Company on July 3, 2017; held through B. Riley Wealth Management Holdings, Inc.","period":"since July 3, 2017","claim_ids":["c-lit-wunderlich-arbitration","c-id-brwm-structure","c-id-rebrand-2020","c-id-subsidiaries-finance","c-id-bd-net-capital"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brwm: Indirect parent: acquired Wunderlich Securities, Inc. (renamed B. Riley Wealth Management in 2018) with Wunderlich Investment Company on July 3, 2017; held through B. Riley Wealth Management Holdings, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-wunderlich-brwm","record":{"id":"rel-c-wunderlich-brwm","from":"gary-wunderlich","to":"brwm","status":"documented","role":"Founder; director and officer of Wunderlich Securities, Inc. (now B. Riley Wealth Management) after the 2017 merger until he resigned all positions under a severance agreement of November 4, 2018","period":"until November 4, 2018","claim_ids":["c-lead-wunderlich","c-lit-wunderlich-arbitration"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"gary-wunderlich → brwm: Founder; director and officer of Wunderlich Securities, Inc. (now B. Riley Wealth Management) after the 2017 merger until he resigned all positions under a severance agreement of November 4, 2018 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-wunderlich-sues-brwm","record":{"id":"rel-c-wunderlich-sues-brwm","from":"gary-wunderlich","to":"brwm","status":"documented","role":"Plaintiff seeking indemnification from Wunderlich Securities (now B. Riley Wealth Management) and B. Riley Financial in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF); indemnification counts survived a motion to dismiss on March 24, 2021","period":"filed June 10, 2020; later outcome not in the records","claim_ids":["c-lit-wunderlich-indemnity"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"unknown"},"reading":"gary-wunderlich → brwm: Plaintiff seeking indemnification from Wunderlich Securities (now B. Riley Wealth Management) and B. Riley Financial in the Delaware Court of Chancery (C.A. No. 2020-0453-PAF); indemnification counts survived a motion to dismiss on March 24, 2021 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-dd-brwm","record":{"id":"rel-c-dd-brwm","from":"dominick-dickerman","to":"brwm","status":"documented","role":"Claimant in a FINRA arbitration against Wunderlich Securities (now B. Riley Wealth Management) and Gary Wunderlich over the 2015 acquisition of Dominick & Dickerman; award of April 7, 2020 of about $10.5 million, then a confidential settlement of June 3, 2020","period":"July 2017 to June 3, 2020","claim_ids":["c-lit-wunderlich-arbitration"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"historical"},"reading":"dominick-dickerman → brwm: Claimant in a FINRA arbitration against Wunderlich Securities (now B. Riley Wealth Management) and Gary Wunderlich over the 2015 acquisition of Dominick & Dickerman; award of April 7, 2020 of about $10.5 million, then a confidential settlement of June 3, 2020 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-brs-nogin","record":{"id":"rel-c-brs-nogin","from":"brs","to":"nogin-commerce","status":"documented","role":"Acquired 100% of the equity of the reorganized Nogin (Nogin Commerce LLC) as plan sponsor under the Chapter 11 plan effective May 3, 2024","period":"since May 3, 2024; status after the March 2025 shutdown and involuntary Chapter 7 case not stated","claim_ids":["c-lit-nogin-bankruptcy"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brs → nogin-commerce: Acquired 100% of the equity of the reorganized Nogin (Nogin Commerce LLC) as plan sponsor under the Chapter 11 plan effective May 3, 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-c-brs-nogin-loans","record":{"id":"rel-c-brs-nogin-loans","from":"brs","to":"nogin-commerce","status":"documented","role":"Pre- and post-petition lender to Nogin and secured lender after the May 2024 emergence; the assignee's declaration puts payments to B. Riley at about $125,000 of interest, while supplier creditors allege diverted cash went to B. Riley Securities or a lender","period":"from the 2023 Chapter 11 case to the March 2025 shutdown","claim_ids":["c-lit-nogin-bankruptcy","c-lit-nogin-allegations"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brs → nogin-commerce: Pre- and post-petition lender to Nogin and secured lender after the May 2024 emergence; the assignee's declaration puts payments to B. Riley at about $125,000 of interest, while supplier creditors allege diverted cash went to B. Riley Securities or a lender [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-nasdaq-listing","record":{"id":"rel-d-nasdaq-listing","from":"nasdaq","to":"brc","status":"documented","role":"Listing exchange for BRC's common stock (RILY), Series A and Series B preferred depositary shares and senior notes; the 5.50% notes (RILYK) were delisted on their redemption on March 30, 2026 and the 6.50% notes (RILYN) on September 29, 2026","period":"listed securities as of the October 1, 2026 Form 8-K cover page","claim_ids":["c-id-edgar","c-debt-redeem-550","c-debt-redeem-650"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"nasdaq → brc: Listing exchange for BRC's common stock (RILY), Series A and Series B preferred depositary shares and senior notes; the 5.50% notes (RILYK) were delisted on their redemption on March 30, 2026 and the 6.50% notes (RILYN) on September 29, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-nasdaq-letters","record":{"id":"rel-d-nasdaq-letters","from":"nasdaq","to":"brc","status":"documented","role":"Its Listing Qualifications Staff sent five Staff Determination Letters for late periodic reports (April 3 to November 21, 2025); a Hearings Panel granted continued listing on conditions on November 18, 2025, and Nasdaq confirmed regained compliance with a one-year Mandatory Panel Monitor on January 27, 2026","period":"April 3, 2025 – January 2027 (panel monitor for one year from January 27, 2026)","claim_ids":["c-debt-nasdaq"],"kind":"legal","direction":"directed","role_group":"legal","temporal_status":"current"},"reading":"nasdaq → brc: Its Listing Qualifications Staff sent five Staff Determination Letters for late periodic reports (April 3 to November 21, 2025); a Hearings Panel granted continued listing on conditions on November 18, 2025, and Nasdaq confirmed regained compliance with a one-year Mandatory Panel Monitor on January 27, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-bdo-auditor","record":{"id":"rel-d-bdo-auditor","from":"bdo","to":"brc","status":"documented","role":"Independent registered public accounting firm for 2025 and 2026: approved by the Audit Committee on September 8, 2025 after an independence assessment, and ratified by stockholders for 2026 on May 19, 2026","period":"fiscal years 2025–2026 (appointed September 8, 2025)","claim_ids":["c-debt-marcum-dismissal","c-debt-bdo-independence","c-id-shares-auditor","c-debt-bdo-auditor","c-lead-agm-2026","c-debt-audit-fees"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bdo → brc: Independent registered public accounting firm for 2025 and 2026: approved by the Audit Committee on September 8, 2025 after an independence assessment, and ratified by stockholders for 2026 on May 19, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-marcum-auditor","record":{"id":"rel-d-marcum-auditor","from":"marcum","to":"brc","status":"documented","role":"Independent auditor from the fiscal year 2006 through the 2024 audit; dismissed by the Audit Committee on September 8, 2025, effective on completion of the 2024 audit, with no disagreements reported","period":"fiscal years 2006–2024; dismissed September 8, 2025","claim_ids":["c-debt-marcum-tenure","c-debt-marcum-dismissal","c-debt-audit-fees"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"marcum → brc: Independent auditor from the fiscal year 2006 through the 2024 audit; dismissed by the Audit Committee on September 8, 2025, effective on completion of the 2024 audit, with no disagreements reported [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-dba-holder","record":{"id":"rel-d-dba-holder","from":"dba-trading","to":"brc","status":"documented","role":"Holder of more than 5% of the common stock together with Daniel Asher: 3,017,041 shares (8.7%) as of March 26, 2026, after its holding passed 5% with the exchange of March 10, 2026","period":"as of March 26, 2026 (above 5% from March 10, 2026)","claim_ids":["c-own-2026","c-debt-dba-exchanges"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"dba-trading → brc: Holder of more than 5% of the common stock together with Daniel Asher: 3,017,041 shares (8.7%) as of March 26, 2026, after its holding passed 5% with the exchange of March 10, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-dba-exchanges","record":{"id":"rel-d-brc-dba-exchanges","from":"brc","to":"dba-trading","status":"documented","role":"Issued common stock to DBA Trading in exchange for its holdings of BRC's senior notes under Section 3(a)(9): five exchanges from February 6 to March 26, 2026 and further exchanges in the second quarter, in all $69.1 million principal for 8,358,495 shares in the first half of 2026","period":"February 6 – June 30, 2026","claim_ids":["c-debt-dba-exchanges","c-debt-dba-h1-2026"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → dba-trading: Issued common stock to DBA Trading in exchange for its holdings of BRC's senior notes under Section 3(a)(9): five exchanges from February 6 to March 26, 2026 and further exchanges in the second quarter, in all $69.1 million principal for 8,358,495 shares in the first half of 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-oaktree-lender","record":{"id":"rel-d-oaktree-lender","from":"oaktree","to":"brc","status":"documented","role":"Funds it controls are the lenders to BRC and BR Financial Holdings under the February 26, 2025 credit agreement: a $125 million term loan and a $35 million delayed-draw loan used mainly to repay the Nomura facility; asset sales required $97.5 million of repayments in 2025, leaving $62.5 million outstanding at December 31, 2025 and June 30, 2026, secured mainly by BRC's interests in Great American Holdings","period":"since February 26, 2025 (term loan maturing February 26, 2028)","claim_ids":["c-debt-oaktree-agreement","c-debt-2025-steps","c-debt-oaktree-repay-2025","c-debt-oaktree-amend1-4","c-debt-oaktree-collateral","c-debt-structure-2025","c-debt-term-loans"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"oaktree → brc: Funds it controls are the lenders to BRC and BR Financial Holdings under the February 26, 2025 credit agreement: a $125 million term loan and a $35 million delayed-draw loan used mainly to repay the Nomura facility; asset sales required $97.5 million of repayments in 2025, leaving $62.5 million outstanding at December 31, 2025 and June 30, 2026, secured mainly by BRC's interests in Great American Holdings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-oaktree-warrants","record":{"id":"rel-d-oaktree-warrants","from":"oaktree","to":"brc","status":"documented","role":"Its affiliates received warrants to buy about 1,832,290 BRC shares (6% fully diluted) at $5.14 with the February 2025 term loan; the warrants were exercised in full on a cashless basis on May 29, 2026, for 915,251 shares","period":"February 26, 2025 – May 29, 2026","claim_ids":["c-debt-oaktree-warrants","c-debt-oaktree-warrant-exercise"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"oaktree → brc: Its affiliates received warrants to buy about 1,832,290 BRC shares (6% fully diluted) at $5.14 with the February 2025 term loan; the warrants were exercised in full on a cashless basis on May 29, 2026, for 915,251 shares [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-oaktree-ga-buyers","record":{"id":"rel-d-oaktree-ga-buyers","from":"oaktree","to":"brc","status":"documented","role":"Oaktree funds backed, through equity commitment letters, the three buyer vehicles that acquired control of Great American Holdings from BRC's subsidiary BR Financial Holdings under the agreement of October 13, 2024, to which BRC was a party as ultimate parent for one section","period":"agreement of October 13, 2024","claim_ids":["c-sale-ga-epa"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"oaktree → brc: Oaktree funds backed, through equity commitment letters, the three buyer vehicles that acquired control of Great American Holdings from BRC's subsidiary BR Financial Holdings under the agreement of October 13, 2024, to which BRC was a party as ultimate parent for one section [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-oaktree-admin-agent","record":{"id":"rel-d-oaktree-admin-agent","from":"oaktree-admin","to":"brc","status":"documented","role":"Administrative and collateral agent for the lenders under the February 26, 2025 credit agreement with BRC and BR Financial Holdings, including Amendment No. 6, Consent and Waiver, of September 28, 2026 for the Sangoma acquisition","period":"since February 26, 2025","claim_ids":["c-debt-oaktree-agreement","c-debt-oaktree-amend6"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"oaktree-admin → brc: Administrative and collateral agent for the lenders under the February 26, 2025 credit agreement with BRC and BR Financial Holdings, including Amendment No. 6, Consent and Waiver, of September 28, 2026 for the Sangoma acquisition [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-nomura-agent","record":{"id":"rel-d-nomura-agent","from":"nomura","to":"brc","status":"documented","role":"Administrative agent for the lenders under BRC's credit agreements of June 23, 2021 (with BRFH and BR Advisory & Investments; $300 million term loan and $80 million revolver) and August 21, 2023 (with BRFH; $500 million term loan and $100 million revolver, amended September 17, 2024); the remaining Nomura debt was repaid from the Oaktree loan in February 2025","period":"June 23, 2021 – February 2025 (second agreement from August 21, 2023)","claim_ids":["c-debt-nomura-2021","c-debt-nomura-2023","c-debt-nomura-amend4","c-debt-2025-steps"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"nomura → brc: Administrative agent for the lenders under BRC's credit agreements of June 23, 2021 (with BRFH and BR Advisory & Investments; $300 million term loan and $80 million revolver) and August 21, 2023 (with BRFH; $500 million term loan and $100 million revolver, amended September 17, 2024); the remaining Nomura debt was repaid from the Oaktree loan in February 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-wells-collateral-agent","record":{"id":"rel-d-wells-collateral-agent","from":"wells-fargo","to":"brc","status":"documented","role":"Collateral agent under BRC's June 23, 2021 credit agreement with Nomura as administrative agent (four-year secured term loan and revolving facility)","period":"from June 23, 2021 (four-year facilities)","claim_ids":["c-debt-nomura-2021"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"wells-fargo → brc: Collateral agent under BRC's June 23, 2021 credit agreement with Nomura as administrative agent (four-year secured term loan and revolving facility) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-computershare-collateral-agent","record":{"id":"rel-d-computershare-collateral-agent","from":"computershare","to":"brc","status":"documented","role":"Collateral agent under BRC's August 21, 2023 credit agreement with Nomura as administrative agent ($500 million term loan and $100 million revolving facility)","period":"from August 21, 2023","claim_ids":["c-debt-nomura-2023"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"computershare → brc: Collateral agent under BRC's August 21, 2023 credit agreement with Nomura as administrative agent ($500 million term loan and $100 million revolving facility) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-glas-trustee","record":{"id":"rel-d-glas-trustee","from":"glas","to":"brc","status":"documented","role":"Trustee and collateral agent for BRC's 8.00% Senior Secured Second Lien Notes due January 1, 2028 ('New Notes'), issued in five 2025 exchanges under the indenture of March 26, 2025","period":"since March 26, 2025","claim_ids":["c-debt-new-notes"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"glas → brc: Trustee and collateral agent for BRC's 8.00% Senior Secured Second Lien Notes due January 1, 2028 ('New Notes'), issued in five 2025 exchanges under the indenture of March 26, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-banc-guarantor","record":{"id":"rel-d-brc-banc-guarantor","from":"brc","to":"banc-of-california","status":"documented","role":"Secured guarantor of Lingo Management's term loan from Banc of California under the August 16, 2022 credit agreement ($45 million, raised to $73 million), repaid on January 6, 2025","period":"August 16, 2022 – January 6, 2025","claim_ids":["c-debt-lingo"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → banc-of-california: Secured guarantor of Lingo Management's term loan from Banc of California under the August 16, 2022 credit agreement ($45 million, raised to $73 million), repaid on January 6, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-banc-brpac-lender","record":{"id":"rel-d-banc-brpac-lender","from":"banc-of-california","to":"brpac","status":"documented","role":"Agent and lender under BRPAC's telecom credit agreement, amended and restated on January 6, 2025 with a new five-year $80 million term loan","period":"since January 6, 2025","claim_ids":["c-debt-brpac-2025"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"banc-of-california → brpac: Agent and lender under BRPAC's telecom credit agreement, amended and restated on January 6, 2025 with a new five-year $80 million term loan [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-banc-lingo-lender","record":{"id":"rel-d-banc-lingo-lender","from":"banc-of-california","to":"lingo","status":"documented","role":"Administrative agent and lender for Lingo's August 16, 2022 term loan ($45 million, raised to $73 million), repaid on January 6, 2025, when Lingo was added as a borrower under the amended and restated BRPAC credit agreement","period":"since August 16, 2022","claim_ids":["c-debt-lingo","c-debt-brpac-2025"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"banc-of-california → lingo: Administrative agent and lender for Lingo's August 16, 2022 term loan ($45 million, raised to $73 million), repaid on January 6, 2025, when Lingo was added as a borrower under the amended and restated BRPAC credit agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-pnc-targus-lender","record":{"id":"rel-d-pnc-targus-lender","from":"pnc","to":"targus","status":"documented","role":"Agent and security trustee under Targus's October 18, 2022 credit agreement (five-year $28 million term loan and $85 million revolver); amended seven times after covenant breaches and refinanced in full by the FGI facility on August 20, 2025","period":"October 18, 2022 – August 20, 2025","claim_ids":["c-debt-targus-pnc","c-debt-targus-breaches","c-debt-targus-2025-amend","c-debt-targus-fgi"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"pnc → targus: Agent and security trustee under Targus's October 18, 2022 credit agreement (five-year $28 million term loan and $85 million revolver); amended seven times after covenant breaches and refinanced in full by the FGI facility on August 20, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-fgi-targus-lender","record":{"id":"rel-d-fgi-targus-lender","from":"fgi","to":"targus","status":"documented","role":"Agent under Targus's three-year $30 million revolving credit, receivables purchase, security and guaranty agreement of August 20, 2025, secured by all assets of the loan parties","period":"since August 20, 2025 (maturing August 20, 2028)","claim_ids":["c-debt-targus-fgi"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"fgi → targus: Agent under Targus's three-year $30 million revolving credit, receivables purchase, security and guaranty agreement of August 20, 2025, secured by all assets of the loan parties [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brcc-targus-lender","record":{"id":"rel-d-brcc-targus-lender","from":"brcc","to":"targus","status":"documented","role":"Subordinated intercompany lender to Targus: loan raised from $5.0 million to $10.0 million at the FGI closing on August 20, 2025 and to $12.0 million on March 13, 2026","period":"as of August 20, 2025 and March 13, 2026","claim_ids":["c-debt-targus-fgi"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brcc → targus: Subordinated intercompany lender to Targus: loan raised from $5.0 million to $10.0 million at the FGI closing on August 20, 2025 and to $12.0 million on March 13, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-slr-bebe-lender","record":{"id":"rel-d-slr-bebe-lender","from":"slr","to":"bebe","status":"documented","role":"Lender of bebe stores' five-year $25 million term loan, consolidated in BRC's term loans from October 6, 2023 and repaid on October 25, 2024 from the Brands Transaction proceeds","period":"until October 25, 2024","claim_ids":["c-debt-bebe-slr"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"slr → bebe: Lender of bebe stores' five-year $25 million term loan, consolidated in BRC's term loans from October 6, 2023 and repaid on October 25, 2024 from the Brands Transaction proceeds [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-brfh","record":{"id":"rel-d-brc-brfh","from":"brc","to":"brfh","status":"documented","role":"Sole owner of BR Financial Holdings, LLC (Delaware), its co-borrower under the 2021 and 2023 Nomura credit agreements and the 2025 Oaktree credit agreement","period":"wholly owned per the 2021 credit agreement; listed at December 31, 2025; co-borrower through Amendment No. 6 of September 28, 2026","claim_ids":["c-debt-nomura-2021","c-debt-nomura-2023","c-debt-oaktree-agreement","c-debt-oaktree-amend6","c-id-subsidiaries-finance"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brfh: Sole owner of BR Financial Holdings, LLC (Delaware), its co-borrower under the 2021 and 2023 Nomura credit agreements and the 2025 Oaktree credit agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-brpac","record":{"id":"rel-d-brc-brpac","from":"brc","to":"brpac","status":"documented","role":"Parent of BRPI Acquisition Co LLC (Delaware), borrower under the Banc of California telecom credit agreement and named borrower in the September 2026 New Telecom Facility commitment","period":"listed at December 31, 2025; borrower through September 2026","claim_ids":["c-debt-structure-2025","c-debt-brpac-2025","c-id-subsidiaries-finance","c-inv-sangoma-financing"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brpac: Parent of BRPI Acquisition Co LLC (Delaware), borrower under the Banc of California telecom credit agreement and named borrower in the September 2026 New Telecom Facility commitment [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-brpi","record":{"id":"rel-d-brc-brpi","from":"brc","to":"brpi","status":"documented","role":"Sole owner of B. Riley Principal Investments, LLC (Delaware), its principal-investment subsidiary","period":"wholly owned per a May 2021 Schedule 13D; listed at December 31, 2025","claim_ids":["c-inv-brpm250-sponsor","c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brpi: Sole owner of B. Riley Principal Investments, LLC (Delaware), its principal-investment subsidiary [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-targus","record":{"id":"rel-d-brc-targus","from":"brc","to":"targus","status":"documented","role":"Acquired all issued shares of Targus Cayman Holdco Limited on October 18, 2022; Targus borrows under its own revolving facilities and from BRC subsidiary B. Riley Commercial Capital","period":"since October 18, 2022","claim_ids":["c-inv-targus","c-debt-targus-pnc","c-debt-targus-fgi","c-debt-structure-2025"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → targus: Acquired all issued shares of Targus Cayman Holdco Limited on October 18, 2022; Targus borrows under its own revolving facilities and from BRC subsidiary B. Riley Commercial Capital [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-targus-keepwell","record":{"id":"rel-d-brc-targus-keepwell","from":"brc","to":"targus","status":"documented","role":"Held a 'Keepwell' right under Targus's PNC credit agreement to cure covenant breaches with capital: contributed $1.6 million on August 14, 2024 and repaid Targus's term loan with $7.5 million of its own cash and revolver advances in November 2024","period":"February 20, 2024 – November 2024","claim_ids":["c-debt-targus-breaches"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → targus: Held a 'Keepwell' right under Targus's PNC credit agreement to cure covenant breaches with capital: contributed $1.6 million on August 14, 2024 and repaid Targus's term loan with $7.5 million of its own cash and revolver advances in November 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-bebe","record":{"id":"rel-d-brc-bebe","from":"brc","to":"bebe","status":"documented","role":"Majority owner of bebe stores, inc. (California; owned less than 100%) since October 6, 2023; received the remainder of the October 2024 brand-sale proceeds as a dividend","period":"since October 6, 2023; listed at December 31, 2025","claim_ids":["c-debt-bebe-slr","c-sale-bebe-brands","c-id-subsidiaries-finance","c-loss-bebe-franchise"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → bebe: Majority owner of bebe stores, inc. (California; owned less than 100%) since October 6, 2023; received the remainder of the October 2024 brand-sale proceeds as a dividend [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-br-brand-mgmt","record":{"id":"rel-d-brc-br-brand-mgmt","from":"brc","to":"br-brand-mgmt","status":"documented","role":"Parent of B. Riley Brand Management, LLC (Delaware), the subsidiary that transferred the brand interests in the October 2024 Brands Transaction","period":"listed at December 31, 2025","claim_ids":["c-sale-brands","c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-brand-mgmt: Parent of B. Riley Brand Management, LLC (Delaware), the subsidiary that transferred the brand interests in the October 2024 Brands Transaction [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-br-advisory-us","record":{"id":"rel-d-brc-br-advisory-us","from":"brc","to":"br-advisory-us","status":"documented","role":"Parent of B. Riley Advisory US, Inc. (Delaware), the subsidiary that sold B. Riley Farber Advisory in June 2025","period":"listed at December 31, 2025","claim_ids":["c-sale-glassratner","c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → br-advisory-us: Parent of B. Riley Advisory US, Inc. (Delaware), the subsidiary that sold B. Riley Farber Advisory in June 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-nogin-holdings","record":{"id":"rel-d-brc-nogin-holdings","from":"brc","to":"nogin-holdings","status":"documented","role":"Lists Nogin Holdings, LLC (Delaware) among its subsidiaries in Exhibit 21.1 to the 2025 annual report","period":"listed at December 31, 2025","claim_ids":["c-id-subsidiaries-operating"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → nogin-holdings: Lists Nogin Holdings, LLC (Delaware) among its subsidiaries in Exhibit 21.1 to the 2025 annual report [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-ga-equity","record":{"id":"rel-d-brc-ga-equity","from":"brc","to":"ga-holdings","status":"documented","role":"Equity-method investor with board representation after the November 2024 sale of control: 38.4% of Great American Holdings at December 31, 2025 and June 30, 2026; its common and preferred interests in GA Holdings are the main collateral for the Oaktree term loan","period":"since November 15, 2024; 38.4% as of June 30, 2026","claim_ids":["c-sale-ga","c-inv-equity-method","c-debt-oaktree-collateral","c-inv-ga-holdings-credit"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → ga-holdings: Equity-method investor with board representation after the November 2024 sale of control: 38.4% of Great American Holdings at December 31, 2025 and June 30, 2026; its common and preferred interests in GA Holdings are the main collateral for the Oaktree term loan [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-ga-sale","record":{"id":"rel-d-brc-ga-sale","from":"brc","to":"ga-holdings","status":"documented","role":"Contributed its appraisal and valuation, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings and, through BR Financial Holdings, sold all class A preferred units and 52.591% of the class A common units to Oaktree-backed buyers for about $203.0 million","period":"agreement of October 13, 2024; completed November 2024","claim_ids":["c-sale-ga","c-sale-ga-epa"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → ga-holdings: Contributed its appraisal and valuation, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings and, through BR Financial Holdings, sold all class A preferred units and 52.591% of the class A common units to Oaktree-backed buyers for about $203.0 million [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-ga-revolver","record":{"id":"rel-d-brc-ga-revolver","from":"brc","to":"ga-holdings","status":"documented","role":"Provided Great American Holdings a $25 million secured revolving credit facility at the November 15, 2024 closing (temporarily $40 million in 2025), repaid and terminated on October 16, 2025","period":"November 15, 2024 – October 16, 2025","claim_ids":["c-inv-ga-holdings-credit"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → ga-holdings: Provided Great American Holdings a $25 million secured revolving credit facility at the November 15, 2024 closing (temporarily $40 million in 2025), repaid and terminated on October 16, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brfh-ga-holdings","record":{"id":"rel-d-brfh-ga-holdings","from":"brfh","to":"ga-holdings","status":"documented","role":"Owned all units of Great American Holdings before the October 13, 2024 equity purchase agreement, in which it was a seller and the sellers' representative","period":"until November 2024 (agreement of October 13, 2024)","claim_ids":["c-sale-ga-epa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brfh → ga-holdings: Owned all units of Great American Holdings before the October 13, 2024 equity purchase agreement, in which it was a seller and the sellers' representative [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-ocm-ga","record":{"id":"rel-d-ocm-ga","from":"ocm-ssf-iii-ga","to":"ga-holdings","status":"documented","role":"One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings","period":"agreement of October 13, 2024","claim_ids":["c-sale-ga-epa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"ocm-ssf-iii-ga → ga-holdings: One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-opps-ga","record":{"id":"rel-d-opps-ga","from":"opps-xii-ga","to":"ga-holdings","status":"documented","role":"One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings","period":"agreement of October 13, 2024","claim_ids":["c-sale-ga-epa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"opps-xii-ga → ga-holdings: One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-vof-ga","record":{"id":"rel-d-vof-ga","from":"vof-ga","to":"ga-holdings","status":"documented","role":"One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings","period":"agreement of October 13, 2024","claim_ids":["c-sale-ga-epa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"vof-ga → ga-holdings: One of three Oaktree-backed buyers that together acquired all class A preferred units and 52.591% of the class A common units of Great American Holdings [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-oaktree-ocm","record":{"id":"rel-d-oaktree-ocm","from":"oaktree","to":"ocm-ssf-iii-ga","status":"documented","role":"Signs for OCM SSF III Great American PT, L.P. as director of its general partner (equity purchase agreement signature block)","period":"agreement of October 13, 2024","claim_ids":["c-sale-ga-epa"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"oaktree → ocm-ssf-iii-ga: Signs for OCM SSF III Great American PT, L.P. as director of its general partner (equity purchase agreement signature block) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-acr","record":{"id":"rel-d-brc-acr","from":"brc","to":"acr","status":"documented","role":"Majority owner, through BR Financial Holdings, B. Riley Environmental Holdings and ReVal Group, of Atlantic Coast Recycling, LLC until its sale on March 3, 2025 for $102.5 million (BRC cash proceeds $68.6 million)","period":"until March 3, 2025","claim_ids":["c-sale-acr","c-sale-2025-summary","c-sale-acr-mipa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → acr: Majority owner, through BR Financial Holdings, B. Riley Environmental Holdings and ReVal Group, of Atlantic Coast Recycling, LLC until its sale on March 3, 2025 for $102.5 million (BRC cash proceeds $68.6 million) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-reval-acr","record":{"id":"rel-d-reval-acr","from":"reval","to":"acr","status":"documented","role":"Member of Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC and a seller-side party to their sale","period":"until the sale under the agreement of March 1, 2025","claim_ids":["c-sale-acr-mipa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"reval → acr: Member of Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC and a seller-side party to their sale [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-acr-holdings-acr","record":{"id":"rel-d-acr-holdings-acr","from":"acr-holdings","to":"acr","status":"documented","role":"Purchaser of the membership interests of Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC (base price $96,454,261 before adjustments)","period":"agreement of March 1, 2025","claim_ids":["c-sale-acr-mipa"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"acr-holdings → acr: Purchaser of the membership interests of Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC (base price $96,454,261 before adjustments) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-acr-holdings-brc","record":{"id":"rel-d-acr-holdings-brc","from":"acr-holdings","to":"brc","status":"documented","role":"Counterparty purchaser to the March 1, 2025 membership interest purchase agreement in which B. Riley Financial, Inc. was a seller-side party","period":"agreement of March 1, 2025","claim_ids":["c-sale-acr-mipa"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"acr-holdings → brc: Counterparty purchaser to the March 1, 2025 membership interest purchase agreement in which B. Riley Financial, Inc. was a seller-side party [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-infranext-acr-holdings","record":{"id":"rel-d-infranext-acr-holdings","from":"infranext","to":"acr-holdings","status":"documented","role":"Seller-side party to the March 1, 2025 membership interest purchase agreement with the purchaser of the recycling companies","period":"agreement of March 1, 2025","claim_ids":["c-sale-acr-mipa"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"infranext → acr-holdings: Seller-side party to the March 1, 2025 membership interest purchase agreement with the purchaser of the recycling companies [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-stifel-brc","record":{"id":"rel-d-stifel-brc","from":"stifel","to":"brc","status":"documented","role":"Bought part of BRC's W-2 wealth management business for net cash of $26.0 million in April 2025 and reported adding 36 experienced financial advisors from B. Riley in the second quarter of 2025","period":"April 2025","claim_ids":["c-sale-stifel"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"stifel → brc: Bought part of BRC's W-2 wealth management business for net cash of $26.0 million in April 2025 and reported adding 36 experienced financial advisors from B. Riley in the second quarter of 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-glassratner","record":{"id":"rel-d-brc-glassratner","from":"brc","to":"glassratner","status":"documented","role":"Indirect parent, through B. Riley Advisory Holdings, of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services from the September 2020 rebranding until its sale on June 27, 2025","period":"until June 27, 2025","claim_ids":["c-sale-glassratner","c-id-rebrand-2020"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → glassratner: Indirect parent, through B. Riley Advisory Holdings, of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services from the September 2020 rebranding until its sale on June 27, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-br-advisory-holdings-glassratner","record":{"id":"rel-d-br-advisory-holdings-glassratner","from":"br-advisory-holdings","to":"glassratner","status":"documented","role":"Owned all membership interests of GlassRatner Advisory & Capital Group and sold them to Gallop U.S. Acquireco Inc.","period":"until June 27, 2025","claim_ids":["c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"br-advisory-holdings → glassratner: Owned all membership interests of GlassRatner Advisory & Capital Group and sold them to Gallop U.S. Acquireco Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-gallop-glassratner","record":{"id":"rel-d-gallop-glassratner","from":"gallop","to":"glassratner","status":"documented","role":"Acquired all membership interests of GlassRatner Advisory & Capital Group under the equity purchase agreement of June 27, 2025","period":"since June 27, 2025 (agreement date)","claim_ids":["c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"gallop → glassratner: Acquired all membership interests of GlassRatner Advisory & Capital Group under the equity purchase agreement of June 27, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-torquest-glassratner","record":{"id":"rel-d-torquest-glassratner","from":"torquest","to":"glassratner","status":"documented","role":"Party with GlassRatner to a confidentiality agreement effective September 10, 2024, referred to in the June 27, 2025 equity purchase agreement","period":"effective September 10, 2024","claim_ids":["c-sale-glassratner"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"torquest → glassratner: Party with GlassRatner to a confidentiality agreement effective September 10, 2024, referred to in the June 27, 2025 equity purchase agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-farber","record":{"id":"rel-d-brc-farber","from":"brc","to":"farber","status":"documented","role":"Indirect parent, through B. Riley Advisory US, of B. Riley Farber Advisory Inc. (Ontario) until its sale on June 27, 2025","period":"until June 27, 2025","claim_ids":["c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → farber: Indirect parent, through B. Riley Advisory US, of B. Riley Farber Advisory Inc. (Ontario) until its sale on June 27, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-br-advisory-us-farber","record":{"id":"rel-d-br-advisory-us-farber","from":"br-advisory-us","to":"farber","status":"documented","role":"Owned all shares of B. Riley Farber Advisory Inc. and sold them to 1001243443 Ontario Inc.","period":"until June 27, 2025","claim_ids":["c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"br-advisory-us → farber: Owned all shares of B. Riley Farber Advisory Inc. and sold them to 1001243443 Ontario Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-ontario-buyer-farber","record":{"id":"rel-d-ontario-buyer-farber","from":"ontario-farber-buyer","to":"farber","status":"documented","role":"Acquired all shares of B. Riley Farber Advisory Inc. under the equity purchase agreement of June 27, 2025","period":"since June 27, 2025 (agreement date)","claim_ids":["c-sale-glassratner"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"ontario-farber-buyer → farber: Acquired all shares of B. Riley Farber Advisory Inc. under the equity purchase agreement of June 27, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-br-brand-mgmt-funding","record":{"id":"rel-d-br-brand-mgmt-funding","from":"br-brand-mgmt","to":"br-funding-2024","status":"documented","role":"Transferred and contributed to BR Funding Holdings 2024-1 LLC 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, at a fair market value agreed by the parties","period":"agreement of October 25, 2024","claim_ids":["c-sale-brands-tca"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"br-brand-mgmt → br-funding-2024: Transferred and contributed to BR Funding Holdings 2024-1 LLC 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, at a fair market value agreed by the parties [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-bluestar-funding","record":{"id":"rel-d-bluestar-funding","from":"bluestar","to":"br-funding-2024","status":"documented","role":"Asset vehicle manager under the note purchase and security agreement entered into by BR Funding Holdings 2024-1 LLC on October 25, 2024","period":"since October 25, 2024","claim_ids":["c-sale-brands-tca"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"bluestar → br-funding-2024: Asset vehicle manager under the note purchase and security agreement entered into by BR Funding Holdings 2024-1 LLC on October 25, 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-hbn120-bebe","record":{"id":"rel-d-hbn120-bebe","from":"hbn120","to":"bebe","status":"documented","role":"Bought bebe's 50.00% interest in BB Brand Holdings LLC ($33,500,000) and 28.53% interest in BKST Brand Management LLC ($13,124,420)","period":"agreement of October 25, 2024","claim_ids":["c-sale-bebe-brands"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"hbn120 → bebe: Bought bebe's 50.00% interest in BB Brand Holdings LLC ($33,500,000) and 28.53% interest in BKST Brand Management LLC ($13,124,420) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-d-brc-calnrg","record":{"id":"rel-d-brc-calnrg","from":"brc","to":"calnrg","status":"documented","role":"Held about 25.0% of California Natural Resources Group and guaranteed up to $7.375 million of its bank credit facility; sold the stake for $9.272 million on May 23, 2024","period":"until May 23, 2024","claim_ids":["c-sale-calnrg"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → calnrg: Held about 25.0% of California Natural Resources Group and guaranteed up to $7.375 million of its bank credit facility; sold the stake for $9.272 million on May 23, 2024 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-equity","record":{"id":"rel-e-brc-bw-equity","from":"brc","to":"bw","status":"documented","role":"Shareholder, through B. Riley Securities and BRF Investments; largest holder per B&W's 2026 proxy (27,446,522 shares, 20.4%); voting interest 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026","period":"Reported as a more-than-10% owner from July 2019; dated holdings to June 30, 2026","claim_ids":["c-inv-bw-voting","c-inv-bw-proxy-holding","c-inv-bw-irs","c-inv-10pct-reports","c-be-form4","c-inv-portfolio"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → bw: Shareholder, through B. Riley Securities and BRF Investments; largest holder per B&W's 2026 proxy (27,446,522 shares, 20.4%); voting interest 29.1% at December 31, 2024, 25% at December 31, 2025 and 19% at June 30, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-irs","record":{"id":"rel-e-brc-bw-irs","from":"brc","to":"bw","status":"documented","role":"Holder of investor rights under an April 2019 agreement: may nominate one B&W director and has pre-emptive rights on certain B&W equity issues","period":"Since April 2019 (in force at March 31, 2026)","claim_ids":["c-inv-bw-irs"],"kind":"other","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → bw: Holder of investor rights under an April 2019 agreement: may nominate one B&W director and has pre-emptive rights on certain B&W equity issues [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-guaranty-2021","record":{"id":"rel-e-brc-bw-guaranty-2021","from":"brc","to":"bw","status":"documented","role":"Guarantor of up to $110,000,000 of B&W obligations to providers of cash collateral for B&W's debt financing (the \"B. Riley Guaranty\"), for a fee of $935,000 a year","period":"From June 30, 2021","claim_ids":["c-inv-bw-guaranty-2021"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → bw: Guarantor of up to $110,000,000 of B&W obligations to providers of cash collateral for B&W's debt financing (the \"B. Riley Guaranty\"), for a fee of $935,000 a year [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-surety","record":{"id":"rel-e-brc-bw-surety","from":"brc","to":"bw","status":"documented","role":"Indemnitor of one of B&W's sureties under a €30 million payment and performance bond for a B&W construction project; obligation €5 million at June 30, 2026","period":"Since December 22, 2021","claim_ids":["c-inv-bw-surety"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → bw: Indemnitor of one of B&W's sureties under a €30 million payment and performance bond for a B&W construction project; obligation €5 million at June 30, 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-axos-guaranty","record":{"id":"rel-e-brc-bw-axos-guaranty","from":"brc","to":"bw","status":"documented","role":"Guarantor of B&W obligations under B&W's credit agreement with Axos Bank as administrative agent, capped at $150,000,000, for a fee of 2.00% of the revolving commitments; obligations suspended on June 18, 2025","period":"January 18, 2024 – February 25, 2026 (terminated)","claim_ids":["c-inv-bw-axos-guaranty"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → bw: Guarantor of B&W obligations under B&W's credit agreement with Axos Bank as administrative agent, capped at $150,000,000, for a fee of 2.00% of the revolving commitments; obligations suspended on June 18, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-axos-guaranty","record":{"id":"rel-e-brc-axos-guaranty","from":"brc","to":"axos","status":"documented","role":"Guarantor in favour of Axos Bank, as administrative agent for B&W's lenders, of B&W's credit-agreement obligations (capped at $150,000,000)","period":"January 18, 2024 – February 25, 2026 (terminated)","claim_ids":["c-inv-bw-axos-guaranty"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → axos: Guarantor in favour of Axos Bank, as administrative agent for B&W's lenders, of B&W's credit-agreement obligations (capped at $150,000,000) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-services","record":{"id":"rel-e-brc-bw-services","from":"brc","to":"bw","status":"documented","role":"Underwriter, at-the-market sales agent (sales agreements of April 2024 and November 4, 2025; 3.0% commission) and financial adviser (3.0% fee on qualified debt financing from early 2026) on B&W capital raising; fees of $3,849,648 in 2024, $8,009,995 in 2025 and $12.5 million in the first half of 2026","period":"From 2024 (no fees in 2023), including the November 4, 2025 sales agreement, to June 30, 2026","claim_ids":["c-inv-bw-agent","c-inv-bw-fees","c-be-plaintiff-allegations"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → bw: Underwriter, at-the-market sales agent (sales agreements of April 2024 and November 4, 2025; 3.0% commission) and financial adviser (3.0% fee on qualified debt financing from early 2026) on B&W capital raising; fees of $3,849,648 in 2024, $8,009,995 in 2025 and $12.5 million in the first half of 2026 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brs-bw-adviser","record":{"id":"rel-e-brs-bw-adviser","from":"brs","to":"bw","status":"documented","role":"Financial adviser under an advisory agreement described in B&W's 2026 proxy: $500,000 cash fee and 3% of the value of any completed financing","period":"As of B&W's 2026 proxy statement","claim_ids":["c-inv-bw-agent"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brs → bw: Financial adviser under an advisory agreement described in B&W's 2026 proxy: $500,000 cash fee and 3% of the value of any completed financing [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brs-bw-shares","record":{"id":"rel-e-brs-bw-shares","from":"brs","to":"bw","status":"documented","role":"Shareholder: 15,573,362 B&W shares (counted in BRC's 20.4% holding)","period":"After the February 11, 2026 sale by Bryant Riley; as of February 13, 2026","claim_ids":["c-inv-bw-proxy-holding","c-be-form4"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brs → bw: Shareholder: 15,573,362 B&W shares (counted in BRC's 20.4% holding) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brfi-bw-shares","record":{"id":"rel-e-brfi-bw-shares","from":"brf-investments","to":"bw","status":"documented","role":"Shareholder: 11,873,160 B&W shares (counted in BRC's 20.4% holding)","period":"After the February 11, 2026 sale by Bryant Riley; as of February 13, 2026","claim_ids":["c-inv-bw-proxy-holding","c-be-form4"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brf-investments → bw: Shareholder: 11,873,160 B&W shares (counted in BRC's 20.4% holding) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-bw-2018","record":{"id":"rel-e-brc-bw-2018","from":"brc","to":"bw","status":"reported","role":"B. Riley-affiliated holders held about 30% of B&W after B&W's 2018 rights offering (short seller's account)","period":"2018 (as reported)","claim_ids":["c-inv-bw-rights-offering"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → bw: B. Riley-affiliated holders held about 30% of B&W after B&W's 2018 rights offering (short seller's account) [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-bw-ceo","record":{"id":"rel-e-young-bw-ceo","from":"kenneth-young","to":"bw","status":"documented","role":"Chief Executive Officer; until September 20, 2024 his services were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC","period":"Since November 2018","claim_ids":["c-lead-young","c-rp-young-bw","c-lead-young-edgar"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"kenneth-young → bw: Chief Executive Officer; until September 20, 2024 his services were provided under a consulting agreement between B&W and BRPI Executive Consulting, LLC [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-bw-chair","record":{"id":"rel-e-young-bw-chair","from":"kenneth-young","to":"bw","status":"documented","role":"Chairman of the board","period":"Since September 2020","claim_ids":["c-lead-young","c-rp-young-bw"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"kenneth-young → bw: Chairman of the board [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-brpiec","record":{"id":"rel-e-young-brpiec","from":"kenneth-young","to":"brpi-exec-consulting","status":"documented","role":"Chief executive services for B&W provided through this B. Riley affiliate's consulting agreement with B&W ($750,000 a year per BRC's proxy)","period":"November 2018 – September 20, 2024","claim_ids":["c-rp-young-bw"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → brpi-exec-consulting: Chief executive services for B&W provided through this B. Riley affiliate's consulting agreement with B&W ($750,000 a year per BRC's proxy) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpiec-bw","record":{"id":"rel-e-brpiec-bw","from":"brpi-exec-consulting","to":"bw","status":"documented","role":"Provider of Kenneth M. Young as B&W chief executive under a consulting agreement; received a $1,000,000 retention bonus from B&W in 2022","period":"November 2018 – September 20, 2024","claim_ids":["c-rp-young-bw"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brpi-exec-consulting → bw: Provider of Kenneth M. Young as B&W chief executive under a consulting agreement; received a $1,000,000 retention bonus from B&W in 2022 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-brc-president","record":{"id":"rel-e-young-brc-president","from":"kenneth-young","to":"brc","status":"documented","role":"President","period":"July 2018 – September 20, 2024","claim_ids":["c-lead-young","c-lead-officers-2024","c-rp-young-bw","c-lead-young-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → brc: President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-brc-director","record":{"id":"rel-e-young-brc-director","from":"kenneth-young","to":"brc","status":"documented","role":"Director and chair of the Audit Committee","period":"May 2015 – October 2016","claim_ids":["c-lead-young"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"kenneth-young → brc: Director and chair of the Audit Committee [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-young-brc-consultant","record":{"id":"rel-e-young-brc-consultant","from":"kenneth-young","to":"brc","status":"documented","role":"Consultant under a one-year agreement at $250,000 a year after resigning as President","period":"September 20, 2024 – September 20, 2025 (expired)","claim_ids":["c-rp-young-bw"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"kenneth-young → brc: Consultant under a one-year agreement at $250,000 a year after resigning as President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-bdo-bw","record":{"id":"rel-e-bdo-bw","from":"bdo","to":"bw","status":"documented","role":"Independent registered public accounting firm (appointment put to shareholders for ratification)","period":"As of B&W's 2026 proxy statement","claim_ids":["c-inv-bw-auditor"],"kind":"other","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"bdo → bw: Independent registered public accounting firm (appointment put to shareholders for ratification) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-bw-base-contract","record":{"id":"rel-e-bw-base-contract","from":"bw","to":"base-electron","status":"documented","role":"Contractor under a definitive agreement for four 300-megawatt natural-gas power plants for an AI factory, total consideration $2.4 billion","period":"Effective February 26, 2026","claim_ids":["c-be-contract"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"bw → base-electron: Contractor under a definitive agreement for four 300-megawatt natural-gas power plants for an AI factory, total consideration $2.4 billion [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-base-bw-warrant","record":{"id":"rel-e-base-bw-warrant","from":"base-electron","to":"bw","status":"documented","role":"Holder of a warrant for 5,230,000 B&W shares, issued directly to Base Electron after Applied Digital assigned its purchase right","period":"Since March 18, 2026","claim_ids":["c-be-warrant","c-be-contract"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"base-electron → bw: Holder of a warrant for 5,230,000 B&W shares, issued directly to Base Electron after Applied Digital assigned its purchase right [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-bwco-base-dba","record":{"id":"rel-e-bwco-base-dba","from":"bw-company","to":"base-electron","status":"documented","role":"Design-build contractor for a power plant of about 1.2 GW under a Design-Build Agreement","period":"Since February 26, 2026","claim_ids":["c-be-apld-guarantee"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"bw-company → base-electron: Design-build contractor for a power plant of about 1.2 GW under a Design-Build Agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-bw-apld-lntp","record":{"id":"rel-e-bw-apld-lntp","from":"bw","to":"applied-digital","status":"documented","role":"Contractor under a limited notice to proceed for four 300-megawatt power plants; issued Applied Digital 0.5 million shares and warrants in connection with it","period":"From November 2025 (superseded by the February 26, 2026 agreement with Base Electron)","claim_ids":["c-be-contract"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"bw → applied-digital: Contractor under a limited notice to proceed for four 300-megawatt power plants; issued Applied Digital 0.5 million shares and warrants in connection with it [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-apld-base-equity","record":{"id":"rel-e-apld-base-equity","from":"applied-digital","to":"base-electron","status":"documented","role":"Shareholder: about 10% of Base Electron's equity, issued as partial consideration for Applied Digital's performance guarantee (valued at $2.0 million)","period":"Since 2026 (guarantee dated February 26, 2026)","claim_ids":["c-be-apld-guarantee","c-be-ownership"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"applied-digital → base-electron: Shareholder: about 10% of Base Electron's equity, issued as partial consideration for Applied Digital's performance guarantee (valued at $2.0 million) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-apld-base-guarantee","record":{"id":"rel-e-apld-base-guarantee","from":"applied-digital","to":"base-electron","status":"documented","role":"Guarantor of Base Electron's performance under its February 26, 2026 Design-Build Agreement with The Babcock & Wilcox Company, terminable on payment of a $50 million (to August 1, 2026) or $100 million fee","period":"From February 26, 2026","claim_ids":["c-be-apld-guarantee"],"kind":"other","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"applied-digital → base-electron: Guarantor of Base Electron's performance under its February 26, 2026 Design-Build Agreement with The Babcock & Wilcox Company, terminable on payment of a $50 million (to August 1, 2026) or $100 million fee [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-riley-base-director","record":{"id":"rel-e-riley-base-director","from":"bryant-riley","to":"base-electron","status":"reported","role":"Director, as listed in a Nevada register entry reproduced by a short seller and alleged by class-action plaintiffs; Applied Digital and B&W filings do not name him","period":"December 23, 2025 – March 2026 (as reported)","claim_ids":["c-be-register-image","c-be-later-officers","c-be-short-report","c-be-plaintiff-allegations"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"bryant-riley → base-electron: Director, as listed in a Nevada register entry reproduced by a short seller and alleged by class-action plaintiffs; Applied Digital and B&W filings do not name him [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-cummins-base","record":{"id":"rel-e-cummins-base","from":"wes-cummins","to":"base-electron","status":"reported","role":"Director from incorporation and President from March 2026, per register records reproduced in two short sellers' reports","period":"Since December 23, 2025; President from March 19, 2026 (as reported)","claim_ids":["c-be-register-image","c-be-later-officers"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"wes-cummins → base-electron: Director from incorporation and President from March 2026, per register records reproduced in two short sellers' reports [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-base-brc-address","record":{"id":"rel-e-base-brc-address","from":"base-electron","to":"brc","status":"reported","role":"Register entry reproduced by a short seller listed Base Electron's directors at BRC's business address, 11100 Santa Monica Blvd., Suite 800, Los Angeles; a later record gives a Dallas address","period":"December 23, 2025 – March 2026 (as reported)","claim_ids":["c-be-register-image","c-be-later-officers","c-be-short-report","c-be-plaintiff-allegations"],"kind":"other","direction":"undirected","role_group":"infrastructure","temporal_status":"historical"},"reading":"base-electron → brc: Register entry reproduced by a short seller listed Base Electron's directors at BRC's business address, 11100 Santa Monica Blvd., Suite 800, Los Angeles; a later record gives a Dallas address [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-base-apld-address","record":{"id":"rel-e-base-apld-address","from":"base-electron","to":"applied-digital","status":"reported","role":"Later register record reproduced by a second short seller lists Base Electron's officers at a Dallas address that Base Electron shares with Applied Digital","period":"From March 19, 2026 (as reported)","claim_ids":["c-be-later-officers"],"kind":"other","direction":"undirected","role_group":"infrastructure","temporal_status":"unknown"},"reading":"base-electron → applied-digital: Later register record reproduced by a second short seller lists Base Electron's officers at a Dallas address that Base Electron shares with Applied Digital [reported]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-riley-afob","record":{"id":"rel-e-riley-afob","from":"bryant-riley","to":"afob","status":"documented","role":"Seller, jointly with his spouse and a Riley family trust, of 1,155,382 B&W shares for $10,398,438 under a stock purchase agreement; approval of BRC's Audit Committee was the only consent required","period":"February 11, 2026","claim_ids":["c-be-spa"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"bryant-riley → afob: Seller, jointly with his spouse and a Riley family trust, of 1,155,382 B&W shares for $10,398,438 under a stock purchase agreement; approval of BRC's Audit Committee was the only consent required [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-afoblackberry-afob","record":{"id":"rel-e-afoblackberry-afob","from":"afo-blackberry","to":"afob","status":"documented","role":"Manager of the limited liability company","period":"As of February 11, 2026","claim_ids":["c-be-spa"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"afo-blackberry → afob: Manager of the limited liability company [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-bram-apld","record":{"id":"rel-e-bram-apld","from":"bram","to":"applied-digital","status":"documented","role":"Bought 605,000 Applied Digital shares on the open market for about $1,663,900","period":"January 12 – May 17, 2023","claim_ids":["c-inv-apld-bram"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"bram → applied-digital: Bought 605,000 Applied Digital shares on the open market for about $1,663,900 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-cummins-bram","record":{"id":"rel-e-cummins-bram","from":"wes-cummins","to":"bram","status":"documented","role":"President","period":"Including January–May 2023 (former, per a November 2024 Schedule 13D/A)","claim_ids":["c-inv-apld-bram"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"wes-cummins → bram: President [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpi-apld-common","record":{"id":"rel-e-brpi-apld-common","from":"brpi","to":"applied-digital","status":"documented","role":"Bought 160,000 Applied Digital shares from Wes Cummins at $15.26 a share ($2,441,600)","period":"September 3, 2025","claim_ids":["c-inv-apld-spa-2025"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brpi → applied-digital: Bought 160,000 Applied Digital shares from Wes Cummins at $15.26 a share ($2,441,600) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpi-apld-preferred","record":{"id":"rel-e-brpi-apld-preferred","from":"brpi","to":"applied-digital","status":"documented","role":"Investor party to Applied Digital's preferred equity purchase agreement (sixth amendment)","period":"As of June 26, 2026","claim_ids":["c-inv-apld-preferred"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brpi → applied-digital: Investor party to Applied Digital's preferred equity purchase agreement (sixth amendment) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc-apld","record":{"id":"rel-e-brpc-apld","from":"brpc","to":"applied-digital","status":"documented","role":"Bought 120,000 Applied Digital shares from Wes Cummins ($1,831,200); investor party to the preferred equity purchase agreement (sixth amendment, June 26, 2026)","period":"September 3, 2025 – June 26, 2026","claim_ids":["c-inv-apld-spa-2025","c-inv-apld-preferred"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brpc → applied-digital: Bought 120,000 Applied Digital shares from Wes Cummins ($1,831,200); investor party to the preferred equity purchase agreement (sixth amendment, June 26, 2026) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brwmh-apld","record":{"id":"rel-e-brwmh-apld","from":"brwmh","to":"applied-digital","status":"documented","role":"Bought 120,000 Applied Digital shares from Wes Cummins ($1,831,200); investor party to the preferred equity purchase agreement (sixth amendment, June 26, 2026)","period":"September 3, 2025 – June 26, 2026","claim_ids":["c-inv-apld-spa-2025","c-inv-apld-preferred"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brwmh → applied-digital: Bought 120,000 Applied Digital shares from Wes Cummins ($1,831,200); investor party to the preferred equity purchase agreement (sixth amendment, June 26, 2026) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-cummins-brpi","record":{"id":"rel-e-cummins-brpi","from":"wes-cummins","to":"brpi","status":"documented","role":"Seller of 160,000 Applied Digital shares to BRPI under a stock purchase agreement (400,000 shares in all to three BRC subsidiaries)","period":"September 3, 2025","claim_ids":["c-inv-apld-spa-2025"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"wes-cummins → brpi: Seller of 160,000 Applied Digital shares to BRPI under a stock purchase agreement (400,000 shares in all to three BRC subsidiaries) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-apld-services","record":{"id":"rel-e-brc-apld-services","from":"brc","to":"applied-digital","status":"documented","role":"Underwriter and financial adviser ($393 thousand of fees in 2024); Applied Digital was a related party while its chief executive and later another director were BRC subsidiary managers","period":"Related party until March 31, 2025","claim_ids":["c-inv-apld-related"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → applied-digital: Underwriter and financial adviser ($393 thousand of fees in 2024); Applied Digital was a related party while its chief executive and later another director were BRC subsidiary managers [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-apld-shares","record":{"id":"rel-e-brc-apld-shares","from":"brc","to":"applied-digital","status":"documented","role":"Holder of Applied Digital common stock ($1.0 million) and preferred stock ($80.0 million) in BRC's securities portfolio","period":"As of June 30, 2026","claim_ids":["c-inv-portfolio","c-inv-apld-preferred"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → applied-digital: Holder of Applied Digital common stock ($1.0 million) and preferred stock ($80.0 million) in BRC's securities portfolio [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc-biomerica","record":{"id":"rel-e-brpc-biomerica","from":"brpc","to":"biomerica","status":"documented","role":"Shareholder: bought 460,080 shares at $1.60 in a private placement (10.03%; Item 5 of the Schedule 13D gives 480,060); entitled to appoint a board representative","period":"Since August 25, 2026","claim_ids":["c-inv-biomerica","c-inv-biomerica-board"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brpc → biomerica: Shareholder: bought 460,080 shares at $1.60 in a private placement (10.03%; Item 5 of the Schedule 13D gives 480,060); entitled to appoint a board representative [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-biomerica","record":{"id":"rel-e-brc-biomerica","from":"brc","to":"biomerica","status":"documented","role":"Indirect holder through B. Riley Principal Capital; reported as a more-than-10% owner","period":"Since August 25, 2026","claim_ids":["c-inv-biomerica","c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → biomerica: Indirect holder through B. Riley Principal Capital; reported as a more-than-10% owner [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brs-biomerica","record":{"id":"rel-e-brs-biomerica","from":"brs","to":"biomerica","status":"documented","role":"Exclusive financial adviser on potential strategic transactions for an initial term of 24 months","period":"From August 2026","claim_ids":["c-inv-biomerica-board"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brs → biomerica: Exclusive financial adviser on potential strategic transactions for an initial term of 24 months [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-synchronoss","record":{"id":"rel-e-brc-synchronoss","from":"brc","to":"synchronoss","status":"documented","role":"Shareholder through subsidiaries: reported as a more-than-10% owner in 2021; below 5% after March 14, 2025, when B. Riley Principal Investments held 15,000 shares and B. Riley Securities 496,474","period":"June 25, 2021 report – March 14, 2025","claim_ids":["c-inv-10pct-reports","c-inv-synchronoss"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → synchronoss: Shareholder through subsidiaries: reported as a more-than-10% owner in 2021; below 5% after March 14, 2025, when B. Riley Principal Investments held 15,000 shares and B. Riley Securities 496,474 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brfi-synchronoss-notes","record":{"id":"rel-e-brfi-synchronoss-notes","from":"brf-investments","to":"synchronoss","status":"documented","role":"Note holder party, with B. Riley Securities, to a note repurchase agreement","period":"June 28, 2024","claim_ids":["c-inv-synchronoss-notes"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brf-investments → synchronoss: Note holder party, with B. Riley Securities, to a note repurchase agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brs-synchronoss-notes","record":{"id":"rel-e-brs-synchronoss-notes","from":"brs","to":"synchronoss","status":"documented","role":"Note holder party, with BRF Investments, to a note repurchase agreement","period":"June 28, 2024","claim_ids":["c-inv-synchronoss-notes"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brs → synchronoss: Note holder party, with BRF Investments, to a note repurchase agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brfi-eos","record":{"id":"rel-e-brfi-eos","from":"brf-investments","to":"eos","status":"documented","role":"Shareholder: 3,615,062 shares and warrants for 325,000 shares, together 7.1% of the common stock","period":"As of August 4, 2022","claim_ids":["c-inv-eos"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brf-investments → eos: Shareholder: 3,615,062 shares and warrants for 325,000 shares, together 7.1% of the common stock [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-eos","record":{"id":"rel-e-brc-eos","from":"brc","to":"eos","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"September 30, 2021 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → eos: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-transact","record":{"id":"rel-e-brc-transact","from":"brc","to":"transact","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"July 5, 2022 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → transact: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-faze","record":{"id":"rel-e-brc-faze","from":"brc","to":"faze-holdings","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"February 18, 2021 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → faze-holdings: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-select","record":{"id":"rel-e-brc-select","from":"brc","to":"select-interior","status":"documented","role":"Reported as director and more-than-10% owner (EDGAR owner page)","period":"June 10, 2020 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → select-interior: Reported as director and more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-quantum","record":{"id":"rel-e-brc-quantum","from":"brc","to":"quantum","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"December 3, 2019 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → quantum: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-alta","record":{"id":"rel-e-brc-alta","from":"brc","to":"alta-equipment","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"April 30, 2019 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → alta-equipment: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-sonim","record":{"id":"rel-e-brc-sonim","from":"brc","to":"sonim","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"May 9, 2019 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → sonim: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brpm250","record":{"id":"rel-e-brc-brpm250","from":"brc","to":"brpm-250","status":"documented","role":"Reported as a more-than-10% owner (EDGAR owner page)","period":"2021 report","claim_ids":["c-inv-10pct-reports"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brpm-250: Reported as a more-than-10% owner (EDGAR owner page) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-doubledown","record":{"id":"rel-e-brc-doubledown","from":"brc","to":"doubledown","status":"documented","role":"Holder of DoubleDown Interactive shares ($18.8 million)","period":"As of June 30, 2026","claim_ids":["c-inv-portfolio"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → doubledown: Holder of DoubleDown Interactive shares ($18.8 million) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-spacex","record":{"id":"rel-e-brc-spacex","from":"brc","to":"spacex","status":"documented","role":"Holds, through subsidiaries, carried interest in client special purpose vehicles invested in SpaceX (about $233 million invested by clients; gross value of the carried interest about $84.2 million on June 12, 2026)","period":"SPVs funded 2018–2021; valued June 2026","claim_ids":["c-inv-spacex","c-inv-portfolio"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → spacex: Holds, through subsidiaries, carried interest in client special purpose vehicles invested in SpaceX (about $233 million invested by clients; gross value of the carried interest about $84.2 million on June 12, 2026) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-enovum","record":{"id":"rel-e-brc-enovum","from":"brc","to":"enovum","status":"documented","role":"Lender: bought a $20 million share of Enovum's delayed-draw term loan for $19.4 million (9.50%, due August 24, 2026, minimum return 1.1 times principal)","period":"From May 26, 2026","claim_ids":["c-inv-enovum"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brc → enovum: Lender: bought a $20 million share of Enovum's delayed-draw term loan for $19.4 million (9.50%, due August 24, 2026, minimum return 1.1 times principal) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-swfund","record":{"id":"rel-e-brc-swfund","from":"brc","to":"sw-fund","status":"documented","role":"Equity-method investor: 22.6% ($7.0 million)","period":"As of June 30, 2026","claim_ids":["c-inv-equity-method"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → sw-fund: Equity-method investor: 22.6% ($7.0 million) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brctrust","record":{"id":"rel-e-brc-brctrust","from":"brc","to":"brc-trust","status":"documented","role":"Primary beneficiary that consolidates the trust as a variable interest entity; owns 13.3% of its equity (BRC's related parties 58.2%)","period":"Since January 6, 2025","claim_ids":["c-inv-brc-trust"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brc-trust: Primary beneficiary that consolidates the trust as a variable interest entity; owns 13.3% of its equity (BRC's related parties 58.2%) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brctrust-brcpof","record":{"id":"rel-e-brctrust-brcpof","from":"brc-trust","to":"brcpof","status":"documented","role":"Successor that took over the partnership's assets and liabilities in order to liquidate them","period":"January 6, 2025","claim_ids":["c-inv-brc-trust"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc-trust → brcpof: Successor that took over the partnership's assets and liabilities in order to liquidate them [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpi-sponsor","record":{"id":"rel-e-brpi-sponsor","from":"brpi","to":"brpm-250-sponsor","status":"documented","role":"Sole member of the SPAC sponsor","period":"As of May 2021","claim_ids":["c-inv-brpm250-sponsor"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brpi → brpm-250-sponsor: Sole member of the SPAC sponsor [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-sponsor-brpm250","record":{"id":"rel-e-sponsor-brpm250","from":"brpm-250-sponsor","to":"brpm-250","status":"documented","role":"Sponsor holding the SPAC's founder securities","period":"As of May 2021","claim_ids":["c-inv-brpm250-sponsor"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brpm-250-sponsor → brpm-250: Sponsor holding the SPAC's founder securities [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-arena-loan","record":{"id":"rel-e-brc-arena-loan","from":"brc","to":"arena","status":"documented","role":"Lender: loans carried at $98,729,000 at December 31, 2022, increased by $6,000,000 at 10.0% on August 31, 2023; interest income $10,882,000 in 2023","period":"Until the sale of BRC's interests on December 1, 2023","claim_ids":["c-inv-arena"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → arena: Lender: loans carried at $98,729,000 at December 31, 2022, increased by $6,000,000 at 10.0% on August 31, 2023; interest income $10,882,000 in 2023 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-arena-equity","record":{"id":"rel-e-brc-arena-equity","from":"brc","to":"arena","status":"documented","role":"Holder of equity interests in Arena, sold together with its loans","period":"Until December 1, 2023","claim_ids":["c-inv-arena"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → arena: Holder of equity interests in Arena, sold together with its loans [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-riley-arena","record":{"id":"rel-e-riley-arena","from":"bryant-riley","to":"arena","status":"documented","role":"With his affiliates, holder of more than 5% of Arena's shares","period":"During 2023, until the sale on December 1, 2023","claim_ids":["c-inv-arena"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"bryant-riley → arena: With his affiliates, holder of more than 5% of Arena's shares [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-exela","record":{"id":"rel-e-brc-exela","from":"brc","to":"exela-holdco","status":"documented","role":"Lender through subsidiaries: $31.5 million loan of February 27, 2023 by B. Riley Commercial Capital at Term SOFR plus 7.50%, later assigned to another BRC subsidiary","period":"February 27, 2023 – July 29, 2025 (borrower replaced)","claim_ids":["c-inv-exela"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → exela-holdco: Lender through subsidiaries: $31.5 million loan of February 27, 2023 by B. Riley Commercial Capital at Term SOFR plus 7.50%, later assigned to another BRC subsidiary [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-xbp","record":{"id":"rel-e-brc-xbp","from":"brc","to":"xbp","status":"documented","role":"Lender through a subsidiary: XBP Americas became borrower of the restructured Exela loan ($9.5 million principal at June 30, 2026, due September 30, 2026)","period":"Since July 29, 2025","claim_ids":["c-inv-exela"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → xbp: Lender through a subsidiary: XBP Americas became borrower of the restructured Exela loan ($9.5 million principal at June 30, 2026, due September 30, 2026) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-gajoann","record":{"id":"rel-e-brc-gajoann","from":"brc","to":"ga-joann","status":"documented","role":"Co-lender: committed $24.7 million of a $52 million credit facility at 10.00% paid in kind; repaid in full","period":"February 27 – April 7, 2025","claim_ids":["c-inv-ga-joann"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → ga-joann: Co-lender: committed $24.7 million of a $52 million credit facility at 10.00% paid in kind; repaid in full [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-dash","record":{"id":"rel-e-brc-dash","from":"brc","to":"dash","status":"documented","role":"Minority equity holder: interest bought for $2,400,000 through B. Riley Principal Investments as part of director Randall E. Paulson's acquisition of Dash; sold for $2,760,000 with Audit Committee approval (Paulson excluded)","period":"March 2, 2021 – June 13, 2024","claim_ids":["c-rp-dash-2021","c-rp-dash-sale"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brc → dash: Minority equity holder: interest bought for $2,400,000 through B. Riley Principal Investments as part of director Randall E. Paulson's acquisition of Dash; sold for $2,760,000 with Audit Committee approval (Paulson excluded) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-dash-loan","record":{"id":"rel-e-brc-dash-loan","from":"brc","to":"dash","status":"documented","role":"Lender of $3,000,000 to Dash Holding Company, Inc. under a subordinated working-capital note; repaid with $96,435 of interest","period":"March 2021 – April 27, 2022","claim_ids":["c-rp-dash-2021"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → dash: Lender of $3,000,000 to Dash Holding Company, Inc. under a subordinated working-capital note; repaid with $96,435 of interest [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpi-dash","record":{"id":"rel-e-brpi-dash","from":"brpi","to":"dash","status":"documented","role":"Subscribed for 2,400 Class A units at $1,000 each ($2,400,000)","period":"March 1, 2021 (held until the June 13, 2024 sale)","claim_ids":["c-rp-dash-2021"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"historical"},"reading":"brpi → dash: Subscribed for 2,400 Class A units at $1,000 each ($2,400,000) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-ahn-brpi","record":{"id":"rel-e-ahn-brpi","from":"phillip-ahn","to":"brpi","status":"documented","role":"Chief Financial Officer (signed the Dash subscription agreement)","period":"As of March 1, 2021","claim_ids":["c-rp-dash-2021"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"phillip-ahn → brpi: Chief Financial Officer (signed the Dash subscription agreement) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-johnahn-whitehawk","record":{"id":"rel-e-johnahn-whitehawk","from":"john-ahn","to":"whitehawk","status":"documented","role":"Controls the limited partnership","period":"As described in BRC's 2024–2026 proxy statements","claim_ids":["c-rp-whitehawk"],"kind":"other","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"john-ahn → whitehawk: Controls the limited partnership [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-ahn-brothers","record":{"id":"rel-e-ahn-brothers","from":"john-ahn","to":"phillip-ahn","status":"documented","role":"Brother of Phil Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025","period":"As disclosed in BRC's proxy statements","claim_ids":["c-rp-whitehawk"],"kind":"family","direction":"undirected","role_group":"associations","temporal_status":"current"},"reading":"john-ahn → phillip-ahn: Brother of Phil Ahn, BRC's Chief Financial Officer and Chief Operating Officer until June 3, 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-whitehawk-brc-adviser","record":{"id":"rel-e-whitehawk-brc-adviser","from":"whitehawk","to":"brc","status":"documented","role":"Investment adviser to BRC's subsidiary partnerships GACP I, L.P. and GACP II, L.P. (management fees $1,142,000 for 2023 and $2,272,000 for 2024)","period":"2023–2024 (partnerships wound down in June and December 2024)","claim_ids":["c-rp-whitehawk"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"whitehawk → brc: Investment adviser to BRC's subsidiary partnerships GACP I, L.P. and GACP II, L.P. (management fees $1,142,000 for 2023 and $2,272,000 for 2024) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-whitehawk-brc-loan","record":{"id":"rel-e-whitehawk-brc-loan","from":"whitehawk","to":"brc","status":"documented","role":"Manager of a fund that bought a BRC loan receivable with principal of $4,521,000 for $4,584,000","period":"February 1, 2024","claim_ids":["c-rp-whitehawk"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"whitehawk → brc: Manager of a fund that bought a BRC loan receivable with principal of $4,521,000 for $4,584,000 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-charlie-son","record":{"id":"rel-e-charlie-son","from":"charlie-riley","to":"bryant-riley","status":"documented","role":"Son of Bryant Riley","period":"As disclosed in BRC's 2026 proxy statement","claim_ids":["c-rp-charlie-riley"],"kind":"family","direction":"directed","role_group":"associations","temporal_status":"current"},"reading":"charlie-riley → bryant-riley: Son of Bryant Riley [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-charlie-brpi","record":{"id":"rel-e-charlie-brpi","from":"charlie-riley","to":"brpi","status":"documented","role":"Associate (employee); compensation $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025","period":"Including 2023–2025 (as of April 2026)","claim_ids":["c-rp-charlie-riley"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"current"},"reading":"charlie-riley → brpi: Associate (employee); compensation $217,785 for 2023, $246,129 for 2024 and $297,269 for 2025 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brs-qmation","record":{"id":"rel-e-brs-qmation","from":"brs","to":"q-mation","status":"documented","role":"Exclusive financial adviser for a possible sale or recapitalization; earned a $2,650,000 advisory fee on the sale of Q-Mation","period":"September 2023 – December 2024","claim_ids":["c-rp-qmation"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brs → q-mation: Exclusive financial adviser for a possible sale or recapitalization; earned a $2,650,000 advisory fee on the sale of Q-Mation [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-riley-brpi","record":{"id":"rel-e-riley-brpi","from":"bryant-riley","to":"brpi","status":"documented","role":"Co-Chief Executive Officer (signed the September 3, 2025 stock purchase agreement in that capacity)","period":"As of September 3, 2025","claim_ids":["c-inv-apld-spa-2025"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"bryant-riley → brpi: Co-Chief Executive Officer (signed the September 3, 2025 stock purchase agreement in that capacity) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brsh","record":{"id":"rel-e-brc-brsh","from":"brc","to":"brsh","status":"documented","role":"Majority shareholder of the broker-dealer holding company: wholly owned until a March 10, 2025 shell merger issued 0.6% to outside investors; 89.4% at that date, 90.7% at December 31, 2025 and 92.9% at June 30, 2026 (assuming full vesting)","period":"Majority-owned since March 10, 2025; as of June 30, 2026","claim_ids":["c-id-brsh-stake","c-inv-biomerica","c-id-subsidiaries-finance","c-be-form4","c-inv-synchronoss"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brsh: Majority shareholder of the broker-dealer holding company: wholly owned until a March 10, 2025 shell merger issued 0.6% to outside investors; 89.4% at that date, 90.7% at December 31, 2025 and 92.9% at June 30, 2026 (assuming full vesting) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brpc","record":{"id":"rel-e-brc-brpc","from":"brc","to":"brpc","status":"documented","role":"Parent, indirectly through B. Riley Securities Holdings, Inc.","period":"As of December 31, 2025 and September 2026","claim_ids":["c-inv-biomerica","c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brpc: Parent, indirectly through B. Riley Securities Holdings, Inc. [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brsh-brpc","record":{"id":"rel-e-brsh-brpc","from":"brsh","to":"brpc","status":"documented","role":"Parent company","period":"As of September 2026","claim_ids":["c-inv-biomerica"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brsh → brpc: Parent company [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brpc2","record":{"id":"rel-e-brc-brpc2","from":"brc","to":"brpc-ii","status":"documented","role":"Parent (Delaware subsidiary listed in Exhibit 21.1)","period":"As of December 31, 2025","claim_ids":["c-id-subsidiaries-principal"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → brpc-ii: Parent (Delaware subsidiary listed in Exhibit 21.1) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-brfi","record":{"id":"rel-e-brc-brfi","from":"brc","to":"brf-investments","status":"documented","role":"Parent (wholly owned subsidiary)","period":"As of 2022–2026 filings","claim_ids":["c-be-form4","c-inv-bw-proxy-holding","c-inv-eos"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → brf-investments: Parent (wholly owned subsidiary) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-lingo","record":{"id":"rel-e-brc-lingo","from":"brc","to":"lingo","status":"documented","role":"Parent (telecommunications subsidiary listed in Exhibit 21.1; borrower under the telecom credit facilities)","period":"As of December 31, 2025 and September 2026","claim_ids":["c-id-subsidiaries-operating","c-inv-sangoma-financing"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → lingo: Parent (telecommunications subsidiary listed in Exhibit 21.1; borrower under the telecom credit facilities) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-lingo-guarantor","record":{"id":"rel-e-brc-lingo-guarantor","from":"brc","to":"lingo","status":"documented","role":"Secured guarantor of Lingo's $45.0 million term loan (later $73.0 million) from Banc of California, used for the BullsEye Telecom purchase","period":"August 16, 2022 – January 6, 2025 (repaid)","claim_ids":["c-debt-lingo"],"kind":"other","direction":"directed","role_group":"business","temporal_status":"historical"},"reading":"brc → lingo: Secured guarantor of Lingo's $45.0 million term loan (later $73.0 million) from Banc of California, used for the BullsEye Telecom purchase [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-uol","record":{"id":"rel-e-brc-uol","from":"brc","to":"united-online","status":"documented","role":"Parent (telecommunications subsidiary listed in Exhibit 21.1)","period":"As of December 31, 2025","claim_ids":["c-id-subsidiaries-operating"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"unknown"},"reading":"brc → united-online: Parent (telecommunications subsidiary listed in Exhibit 21.1) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-ontario","record":{"id":"rel-e-brc-ontario","from":"brc","to":"ontario-purchaser","status":"documented","role":"Parent (wholly owned Ontario subsidiary acting as purchaser of Sangoma)","period":"As of September 28, 2026","claim_ids":["c-inv-sangoma-agreement","c-inv-sangoma-guarantee"],"kind":"owns","direction":"directed","role_group":"ownership","temporal_status":"current"},"reading":"brc → ontario-purchaser: Parent (wholly owned Ontario subsidiary acting as purchaser of Sangoma) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-riley-ontario","record":{"id":"rel-e-riley-ontario","from":"bryant-riley","to":"ontario-purchaser","status":"documented","role":"Authorized signatory (signed the arrangement agreement)","period":"September 28, 2026","claim_ids":["c-inv-sangoma-guarantee"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"bryant-riley → ontario-purchaser: Authorized signatory (signed the arrangement agreement) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-sangoma","record":{"id":"rel-e-brc-sangoma","from":"brc","to":"sangoma","status":"documented","role":"Acquirer, through 1001755979 Ontario Inc., under an arrangement agreement: 0.04767 BRC share and US$4.925 in cash per Sangoma share (enterprise value about US$204 million); closing expected in January 2027","period":"Confidentiality agreement April 6, 2026; arrangement agreement September 28, 2026 (pending)","claim_ids":["c-inv-sangoma-agreement","c-inv-sangoma-release"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → sangoma: Acquirer, through 1001755979 Ontario Inc., under an arrangement agreement: 0.04767 BRC share and US$4.925 in cash per Sangoma share (enterprise value about US$204 million); closing expected in January 2027 [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brc-sangoma-guarantee","record":{"id":"rel-e-brc-sangoma-guarantee","from":"brc","to":"sangoma","status":"documented","role":"Parent guarantor of the purchaser's payment and performance obligations under the arrangement agreement","period":"Since September 28, 2026","claim_ids":["c-inv-sangoma-guarantee"],"kind":"other","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"brc → sangoma: Parent guarantor of the purchaser's payment and performance obligations under the arrangement agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-ontario-sangoma","record":{"id":"rel-e-ontario-sangoma","from":"ontario-purchaser","to":"sangoma","status":"documented","role":"Purchaser of all Sangoma shares under a court-approved plan of arrangement","period":"Agreement of September 28, 2026 (pending)","claim_ids":["c-inv-sangoma-agreement"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"ontario-purchaser → sangoma: Purchaser of all Sangoma shares under a court-approved plan of arrangement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-banc-brpac-ntf","record":{"id":"rel-e-banc-brpac-ntf","from":"banc-of-california","to":"brpac","status":"documented","role":"Commitment party, with Axos Bank and Israel Discount Bank of New York, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility) to fund the Sangoma acquisition","period":"Commitment of September 2026","claim_ids":["c-inv-sangoma-financing"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"banc-of-california → brpac: Commitment party, with Axos Bank and Israel Discount Bank of New York, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility) to fund the Sangoma acquisition [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-axos-brpac-ntf","record":{"id":"rel-e-axos-brpac-ntf","from":"axos","to":"brpac","status":"documented","role":"Commitment party, with Banc of California and Israel Discount Bank of New York, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility)","period":"Commitment of September 2026","claim_ids":["c-inv-sangoma-financing"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"axos → brpac: Commitment party, with Banc of California and Israel Discount Bank of New York, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-idb-brpac-ntf","record":{"id":"rel-e-idb-brpac-ntf","from":"idb-ny","to":"brpac","status":"documented","role":"Commitment party, with Banc of California and Axos Bank, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility)","period":"Commitment of September 2026","claim_ids":["c-inv-sangoma-financing"],"kind":"pays","direction":"directed","role_group":"business","temporal_status":"current"},"reading":"idb-ny → brpac: Commitment party, with Banc of California and Axos Bank, for $212,255,000 of senior secured term loans to BRPI Acquisition Co LLC and the other telecom borrowers (New Telecom Facility) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-williams-brc","record":{"id":"rel-e-williams-brc","from":"mikel-williams","to":"brc","status":"documented","role":"Director; resigned on the day BRC acquired Targus, where he remained chief executive","period":"Reported as director from July 2019; resigned October 18, 2022","claim_ids":["c-inv-targus","c-lead-williams-edgar"],"kind":"directs","direction":"directed","role_group":"people","temporal_status":"historical"},"reading":"mikel-williams → brc: Director; resigned on the day BRC acquired Targus, where he remained chief executive [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-williams-targus","record":{"id":"rel-e-williams-targus","from":"mikel-williams","to":"targus","status":"documented","role":"Chief Executive Officer (salary about $615,000 after the acquisition)","period":"Before and after BRC's acquisition on October 18, 2022","claim_ids":["c-inv-targus"],"kind":"employs","direction":"directed","role_group":"people","temporal_status":"unknown"},"reading":"mikel-williams → targus: Chief Executive Officer (salary about $615,000 after the acquisition) [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-monogram","record":{"id":"rel-e-brpc2-monogram","from":"brpc-ii","to":"monogram","status":"documented","role":"Investor under a registration rights agreement","period":"July 19, 2023","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → monogram: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-gct","record":{"id":"rel-e-brpc2-gct","from":"brpc-ii","to":"gct-semi","status":"documented","role":"Investor under a registration rights agreement","period":"April 23, 2024","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → gct-semi: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-stardust","record":{"id":"rel-e-brpc2-stardust","from":"brpc-ii","to":"stardust-power","status":"documented","role":"Investor under a registration rights agreement","period":"October 7, 2024","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → stardust-power: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-actuate","record":{"id":"rel-e-brpc2-actuate","from":"brpc-ii","to":"actuate","status":"documented","role":"Investor under a registration rights agreement","period":"March 27, 2025","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → actuate: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-heidmar","record":{"id":"rel-e-brpc2-heidmar","from":"brpc-ii","to":"heidmar","status":"documented","role":"Investor under a registration rights agreement","period":"June 6, 2025","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → heidmar: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-topships","record":{"id":"rel-e-brpc2-topships","from":"brpc-ii","to":"top-ships","status":"documented","role":"Investor under a registration rights agreement","period":"April 24, 2026","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → top-ships: Investor under a registration rights agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"relationships","id":"rel-e-brpc2-skyharbour","record":{"id":"rel-e-brpc2-skyharbour","from":"brpc-ii","to":"sky-harbour","status":"documented","role":"Party to a securities purchase agreement","period":"Filed November 2, 2023","claim_ids":["c-inv-brpc2"],"kind":"business","direction":"directed","role_group":"business","temporal_status":"unknown"},"reading":"brpc-ii → sky-harbour: Party to a securities purchase agreement [documented]"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-1997-founding","record":{"id":"e-1997-founding","date":"1997","title":"Bryant Riley and Tom Kelleher found the business that became BRC","claim_ids":["c-id-founding"]},"reading":"1997 Bryant Riley and Tom Kelleher found the business that became BRC"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-1998-nasd","record":{"id":"e-1998-nasd","date":"1998-09-02","title":"NASD censures B. Riley & Company and Bryant Riley and fines them $12,000 jointly","claim_ids":["c-reg-riley-1998"]},"reading":"1998-09-02 NASD censures B. Riley & Company and Bryant Riley and fines them $12,000 jointly"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2014-combination","record":{"id":"e-2014-combination","date":"2014","title":"B. Riley becomes publicly listed through its combination with Great American Group","claim_ids":["c-id-founding","c-id-edgar-names"]},"reading":"2014 B. Riley becomes publicly listed through its combination with Great American Group"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2017-wunderlich","record":{"id":"e-2017-wunderlich","date":"2017-07-03","title":"B. Riley completes its merger with Wunderlich Securities","claim_ids":["c-lit-wunderlich-arbitration","c-lead-wunderlich"]},"reading":"2017-07-03 B. Riley completes its merger with Wunderlich Securities"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2018-liberty-board","record":{"id":"e-k-2018-liberty-board","date":"2018-09-03","title":"Bryant Riley and Andrew Laurence file director reports for Liberty Tax","claim_ids":["c-kahn-riley-frg-board","c-kahn-laurence"]},"reading":"2018-09-03 Bryant Riley and Andrew Laurence file director reports for Liberty Tax"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2018-young-ceo","record":{"id":"e-b-2018-young-ceo","date":"2018-11","title":"Kenneth Young, then BRC President, becomes B&W chief executive under a consulting agreement with a B. Riley affiliate","claim_ids":["c-rp-young-bw"]},"reading":"2018-11 Kenneth Young, then BRC President, becomes B&W chief executive under a consulting agreement with a B. Riley affiliate"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2019-irs","record":{"id":"e-b-2019-irs","date":"2019-04","title":"B&W enters into an investor rights agreement giving B. Riley a board nomination right and pre-emptive rights","claim_ids":["c-inv-bw-irs"]},"reading":"2019-04 B&W enters into an investor rights agreement giving B. Riley a board nomination right and pre-emptive rights"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2019-vintage-group","record":{"id":"e-2019-vintage-group","date":"2019-10-23","title":"B. Riley FBR joins the \"Vintage Group\" in Franchise Group's registration rights agreement","claim_ids":["c-kahn-vintage-group"]},"reading":"2019-10-23 B. Riley FBR joins the \"Vintage Group\" in Franchise Group's registration rights agreement"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2020-riley-frg-exit","record":{"id":"e-2020-riley-frg-exit","date":"2020-03","title":"Bryant Riley leaves the Franchise Group board","claim_ids":["c-lead-riley-boards"]},"reading":"2020-03 Bryant Riley leaves the Franchise Group board"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2020-wunderlich-award","record":{"id":"e-l-2020-wunderlich-award","date":"2020-04-07","title":"FINRA arbitration award of about $10.5 million against Wunderlich Securities and Gary Wunderlich","claim_ids":["c-lit-wunderlich-arbitration"]},"reading":"2020-04-07 FINRA arbitration award of about $10.5 million against Wunderlich Securities and Gary Wunderlich"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2020-wunderlich-settlement","record":{"id":"e-l-2020-wunderlich-settlement","date":"2020-06-03","title":"Confidential settlement resolves the Dominick & Dickerman arbitration","claim_ids":["c-lit-wunderlich-arbitration"]},"reading":"2020-06-03 Confidential settlement resolves the Dominick & Dickerman arbitration"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2021-guaranty","record":{"id":"e-b-2021-guaranty","date":"2021-06-30","title":"BRC agrees to guarantee up to $110 million of B&W obligations to cash-collateral providers","claim_ids":["c-inv-bw-guaranty-2021"]},"reading":"2021-06-30 BRC agrees to guarantee up to $110 million of B&W obligations to cash-collateral providers"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2021-badcock","record":{"id":"e-2021-badcock","date":"2021-12","title":"B. Riley Receivables buys W.S. Badcock receivables for $400 million","claim_ids":["c-kahn-badcock-2021"]},"reading":"2021-12 B. Riley Receivables buys W.S. Badcock receivables for $400 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2021-surety","record":{"id":"e-b-2021-surety","date":"2021-12-22","title":"BRC indemnifies one of B&W's sureties under a €30 million bond","claim_ids":["c-inv-bw-surety"]},"reading":"2021-12-22 BRC indemnifies one of B&W's sureties under a €30 million bond"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2022-badcock-ii","record":{"id":"e-k-2022-badcock-ii","date":"2022-09-23","title":"B. Riley Receivables II signs a second Badcock receivables purchase agreement","claim_ids":["c-kahn-badcock-2022"]},"reading":"2022-09-23 B. Riley Receivables II signs a second Badcock receivables purchase agreement"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2022-targus","record":{"id":"e-2022-targus","date":"2022-10-18","title":"B. Riley acquires Targus","claim_ids":["c-inv-targus"]},"reading":"2022-10-18 B. Riley acquires Targus"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2023-proposal","record":{"id":"e-2023-proposal","date":"2023-03-19","title":"B. Riley submits a non-binding proposal for Franchise Group","claim_ids":["c-kahn-approach-2023"]},"reading":"2023-03-19 B. Riley submits a non-binding proposal for Franchise Group"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2023-april-talks","record":{"id":"e-k-2023-april-talks","date":"2023-04-18","title":"Kahn and his counsel meet B. Riley and its counsel by videoconference","claim_ids":["c-kahn-april-2023"]},"reading":"2023-04-18 Kahn and his counsel meet B. Riley and its counsel by videoconference"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2023-merger-agreement","record":{"id":"e-2023-merger-agreement","date":"2023-05-10","title":"Franchise Group signs the take-private merger agreement backed by B. Riley's equity commitment and guarantee","claim_ids":["c-kahn-ecl","c-kahn-guarantee","c-kahn-rollover"]},"reading":"2023-05-10 Franchise Group signs the take-private merger agreement backed by B. Riley's equity commitment and guarantee"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2023-take-private","record":{"id":"e-2023-take-private","date":"2023-08-21","title":"Franchise Group take-private closes; B. Riley subsidiaries hold 31% of Freedom VCM","claim_ids":["c-kahn-merger-close","c-kahn-closing-stake","c-loss-vcm-note"]},"reading":"2023-08-21 Franchise Group take-private closes; B. Riley subsidiaries hold 31% of Freedom VCM"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2023-hughes-plea","record":{"id":"e-2023-hughes-plea","date":"2023-11-02","title":"Prophecy co-founder John Hughes pleads guilty; B. Riley later learns Kahn was identified as an unindicted co-conspirator","claim_ids":["c-pro-learned-2023","c-sec-petrillo"]},"reading":"2023-11-02 Prophecy co-founder John Hughes pleads guilty; B. Riley later learns Kahn was identified as an unindicted co-conspirator"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2023-conns-loan","record":{"id":"e-2023-conns-loan","date":"2023-12-18","title":"Badcock is sold to Conn's and a B. Riley subsidiary lends Conn's $108.0 million","claim_ids":["c-loss-conns"]},"reading":"2023-12-18 Badcock is sold to Conn's and a B. Riley subsidiary lends Conn's $108.0 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2024-axos-guaranty","record":{"id":"e-b-2024-axos-guaranty","date":"2024-01-18","title":"BRC guarantees B&W's obligations under its Axos credit agreement, capped at $150 million","claim_ids":["c-inv-bw-axos-guaranty"]},"reading":"2024-01-18 BRC guarantees B&W's obligations under its Axos credit agreement, capped at $150 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2024-kahn-resigns","record":{"id":"e-k-2024-kahn-resigns","date":"2024-01-22","title":"Kahn resigns as chief executive and director of Freedom VCM","claim_ids":["c-kahn-resign-2024"]},"reading":"2024-01-22 Kahn resigns as chief executive and director of Freedom VCM"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-class-action","record":{"id":"e-2024-class-action","date":"2024-01-24","title":"Federal securities class action filed against B. Riley Financial and executives","claim_ids":["c-lit-sec-class-filing"]},"reading":"2024-01-24 Federal securities class action filed against B. Riley Financial and executives"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2024-review-disclosed","record":{"id":"e-l-2024-review-disclosed","date":"2024-04-23","title":"B. Riley Financial discloses the conclusions of its Audit Committee review and independent investigation","claim_ids":["c-sec-internal-review"]},"reading":"2024-04-23 B. Riley Financial discloses the conclusions of its Audit Committee review and independent investigation"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2024-notes-class","record":{"id":"e-l-2024-notes-class","date":"2024-05-02","title":"Senior-notes class action filed in Los Angeles Superior Court","claim_ids":["c-lit-notes-class"]},"reading":"2024-05-02 Senior-notes class action filed in Los Angeles Superior Court"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2024-conns-ch11","record":{"id":"e-k-2024-conns-ch11","date":"2024-07","title":"Conn's and certain subsidiaries file for Chapter 11, accelerating B. Riley's term loan","claim_ids":["c-loss-conns"]},"reading":"2024-07 Conn's and certain subsidiaries file for Chapter 11, accelerating B. Riley's term loan"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-sec-subpoena-1","record":{"id":"e-2024-sec-subpoena-1","date":"2024-07-03","title":"SEC document subpoenas to B. Riley Financial and Bryant Riley","claim_ids":["c-sec-subpoenas-2024"]},"reading":"2024-07-03 SEC document subpoenas to B. Riley Financial and Bryant Riley"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-frg-class","record":{"id":"e-2024-frg-class","date":"2024-07-09","title":"Former FRG shareholders sue in the Delaware Court of Chancery over the take-private","claim_ids":["c-lit-frg-class-delaware"]},"reading":"2024-07-09 Former FRG shareholders sue in the Delaware Court of Chancery over the take-private"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-dividend-suspended","record":{"id":"e-2024-dividend-suspended","date":"2024-08","title":"B. Riley suspends its common stock dividend","claim_ids":["c-debt-common-dividend"]},"reading":"2024-08 B. Riley suspends its common stock dividend"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2024-young-bw-end","record":{"id":"e-b-2024-young-bw-end","date":"2024-09-20","title":"Young resigns as BRC President and the consulting arrangement with B&W ends","claim_ids":["c-rp-young-bw"]},"reading":"2024-09-20 Young resigns as BRC President and the consulting arrangement with B&W ends"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2024-corpfin","record":{"id":"e-l-2024-corpfin","date":"2024-09-23","title":"SEC Division of Corporation Finance completes its review of the April 8, 2024 Form 8-K","claim_ids":["c-sec-corpfin-letter"]},"reading":"2024-09-23 SEC Division of Corporation Finance completes its review of the April 8, 2024 Form 8-K"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-brands","record":{"id":"e-2024-brands","date":"2024-10-25","title":"Brands Transaction and sale of bebe brand interests","claim_ids":["c-sale-brands-tca","c-sale-bebe-brands"]},"reading":"2024-10-25 Brands Transaction and sale of bebe brand interests"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-frg-ch11","record":{"id":"e-2024-frg-ch11","date":"2024-11-03","title":"Franchise Group and Freedom VCM file for Chapter 11","claim_ids":["c-loss-impairment-2024","c-loss-freedom-ch11"]},"reading":"2024-11-03 Franchise Group and Freedom VCM file for Chapter 11"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-ga-sale","record":{"id":"e-2024-ga-sale","date":"2024-11-15","title":"Sale of control of Great American Holdings to Oaktree vehicles closes","claim_ids":["c-sale-ga","c-inv-ga-holdings-credit"]},"reading":"2024-11-15 Sale of control of Great American Holdings to Oaktree vehicles closes"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2024-sec-subpoena-2","record":{"id":"e-2024-sec-subpoena-2","date":"2024-11-22","title":"Second SEC document subpoenas to B. Riley Financial and Bryant Riley","claim_ids":["c-sec-subpoenas-2024"]},"reading":"2024-11-22 Second SEC document subpoenas to B. Riley Financial and Bryant Riley"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-preferred-suspended","record":{"id":"e-2025-preferred-suspended","date":"2025-01-21","title":"Series A and Series B preferred dividends suspended","claim_ids":["c-debt-preferred-suspension"]},"reading":"2025-01-21 Series A and Series B preferred dividends suspended"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-deriv-la","record":{"id":"e-l-2025-deriv-la","date":"2025-01-22","title":"Derivative complaint filed in Los Angeles Superior Court","claim_ids":["c-lit-deriv-la"]},"reading":"2025-01-22 Derivative complaint filed in Los Angeles Superior Court"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2025-badcock-loans-sold","record":{"id":"e-k-2025-badcock-loans-sold","date":"2025-02-07","title":"B. Riley sells its two Badcock receivables loans","claim_ids":["c-loss-badcock-loans-sold"]},"reading":"2025-02-07 B. Riley sells its two Badcock receivables loans"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-willkie-disqualified","record":{"id":"e-l-2025-willkie-disqualified","date":"2025-02-12","title":"Bankruptcy Court disqualifies Willkie as FRG's bankruptcy counsel, according to the FRG Litigation Trust","claim_ids":["c-lit-willkie-disqualified","c-lit-ust-subpoena"]},"reading":"2025-02-12 Bankruptcy Court disqualifies Willkie as FRG's bankruptcy counsel, according to the FRG Litigation Trust"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-delderiv-filed","record":{"id":"e-l-2025-delderiv-filed","date":"2025-02-14","title":"Stockholder derivative complaint filed in the Delaware Court of Chancery","claim_ids":["c-lit-delderiv-dismissal"]},"reading":"2025-02-14 Stockholder derivative complaint filed in the Delaware Court of Chancery"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-oaktree","record":{"id":"e-2025-oaktree","date":"2025-02-26","title":"Oaktree credit agreement replaces the Nomura facility","claim_ids":["c-debt-oaktree-agreement","c-debt-2025-steps"]},"reading":"2025-02-26 Oaktree credit agreement replaces the Nomura facility"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-acr-sale","record":{"id":"e-2025-acr-sale","date":"2025-03-03","title":"Atlantic Coast Recycling sold","claim_ids":["c-sale-acr"]},"reading":"2025-03-03 Atlantic Coast Recycling sold"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-nogin-abc","record":{"id":"e-2025-nogin-abc","date":"2025-03-31","title":"Nogin assets assigned for the benefit of creditors","claim_ids":["c-sale-nogin"]},"reading":"2025-03-31 Nogin assets assigned for the benefit of creditors"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-stifel","record":{"id":"e-2025-stifel","date":"2025-04","title":"Part of the W-2 wealth management business sold to Stifel","claim_ids":["c-sale-stifel"]},"reading":"2025-04 Part of the W-2 wealth management business sold to Stifel"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-nasdaq-letter","record":{"id":"e-2025-nasdaq-letter","date":"2025-04-03","title":"First Nasdaq Staff Determination Letter over the late 2024 annual report","claim_ids":["c-debt-nasdaq"]},"reading":"2025-04-03 First Nasdaq Staff Determination Letter over the late 2024 annual report"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-frg-plan","record":{"id":"e-2025-frg-plan","date":"2025-06-01","title":"Bankruptcy court confirms Franchise Group's Chapter 11 plan; equity cancelled","claim_ids":["c-loss-plan"]},"reading":"2025-06-01 Bankruptcy court confirms Franchise Group's Chapter 11 plan; equity cancelled"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-nogin-ruling","record":{"id":"e-l-2025-nogin-ruling","date":"2025-06-11","title":"Bankruptcy court declines to dismiss Nogin Commerce's involuntary case","claim_ids":["c-lit-nogin-bankruptcy","c-lit-nogin-allegations"]},"reading":"2025-06-11 Bankruptcy court declines to dismiss Nogin Commerce's involuntary case"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-sorrento-suit","record":{"id":"e-l-2025-sorrento-suit","date":"2025-06-16","title":"Sorrento liquidating trustee sues B. Riley Commercial Capital over about $32.2 million of payments","claim_ids":["c-lit-sorrento"]},"reading":"2025-06-16 Sorrento liquidating trustee sues B. Riley Commercial Capital over about $32.2 million of payments"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-glassratner","record":{"id":"e-2025-glassratner","date":"2025-06-27","title":"GlassRatner and B. Riley Farber sold for $117.8 million","claim_ids":["c-sale-glassratner"]},"reading":"2025-06-27 GlassRatner and B. Riley Farber sold for $117.8 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-marcum-dismissed","record":{"id":"e-2025-marcum-dismissed","date":"2025-09-08","title":"Audit Committee dismisses Marcum and appoints BDO","claim_ids":["c-debt-marcum-dismissal"]},"reading":"2025-09-08 Audit Committee dismisses Marcum and appoints BDO"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-10k-filed","record":{"id":"e-2025-10k-filed","date":"2025-09-19","title":"B. Riley files its 2024 annual report","claim_ids":["c-debt-nasdaq"]},"reading":"2025-09-19 B. Riley files its 2024 annual report"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-sec-prophecy","record":{"id":"e-2025-sec-prophecy","date":"2025-09-29","title":"SEC sues Prophecy, Spotts and Kahn; Spotts indicted","claim_ids":["c-pro-sec-complaint","c-pro-spotts-indictment"]},"reading":"2025-09-29 SEC sues Prophecy, Spotts and Kahn; Spotts indicted"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2025-aaa-demand","record":{"id":"e-l-2025-aaa-demand","date":"2025-10-10","title":"Investors in an FRG take-private vehicle file an arbitration demand against B. Riley Securities","claim_ids":["c-lit-aaa-spv"]},"reading":"2025-10-10 Investors in an FRG take-private vehicle file an arbitration demand against B. Riley Securities"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2025-lntp","record":{"id":"e-b-2025-lntp","date":"2025-11","title":"B&W enters into a limited notice to proceed with Applied Digital for four natural-gas power plants","claim_ids":["c-be-contract"]},"reading":"2025-11 B&W enters into a limited notice to proceed with Applied Digital for four natural-gas power plants"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2025-stay-motion","record":{"id":"e-k-2025-stay-motion","date":"2025-11-14","title":"United States moves to intervene in and stay the SEC case against Prophecy, Spotts and Kahn","claim_ids":["c-pro-stay"]},"reading":"2025-11-14 United States moves to intervene in and stay the SEC case against Prophecy, Spotts and Kahn"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-kahn-plea","record":{"id":"e-2025-kahn-plea","date":"2025-12-10","title":"Brian Kahn pleads guilty to conspiracy to commit securities fraud","claim_ids":["c-pro-charge-plea"]},"reading":"2025-12-10 Brian Kahn pleads guilty to conspiracy to commit securities fraud"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2025-class-order","record":{"id":"e-2025-class-order","date":"2025-12-12","title":"Court lets the federal securities class action proceed in part","claim_ids":["c-lit-sec-class-order"]},"reading":"2025-12-12 Court lets the federal securities class action proceed in part"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-name-change","record":{"id":"e-2026-name-change","date":"2026-01-01","title":"B. Riley Financial, Inc. becomes BRC Group Holdings, Inc.","claim_ids":["c-id-name-change"]},"reading":"2026-01-01 B. Riley Financial, Inc. becomes BRC Group Holdings, Inc."}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2026-conns-write-off","record":{"id":"e-k-2026-conns-write-off","date":"2026-01-01","title":"B. Riley writes off the Conn's term loan","claim_ids":["c-loss-conns-outcome"]},"reading":"2026-01-01 B. Riley writes off the Conn's term loan"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-willkie-suit","record":{"id":"e-2026-willkie-suit","date":"2026-01-20","title":"BRC sues Willkie Farr & Gallagher and Brian and Lauren Kahn in New York","claim_ids":["c-lit-willkie-suit"]},"reading":"2026-01-20 BRC sues Willkie Farr & Gallagher and Brian and Lauren Kahn in New York"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-nasdaq-compliance","record":{"id":"e-2026-nasdaq-compliance","date":"2026-01-27","title":"Nasdaq confirms BRC has regained compliance","claim_ids":["c-debt-nasdaq"]},"reading":"2026-01-27 Nasdaq confirms BRC has regained compliance"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2026-vintage-final","record":{"id":"e-k-2026-vintage-final","date":"2026-02","title":"B. Riley collects $1.855 million from the last collateral for the Vintage loan","claim_ids":["c-loss-plan"]},"reading":"2026-02 B. Riley collects $1.855 million from the last collateral for the Vintage loan"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-bw-share-sale","record":{"id":"e-2026-bw-share-sale","date":"2026-02-11","title":"Bryant Riley, jointly with his spouse, and a family trust sell 1,155,382 B&W shares for $10.4 million","claim_ids":["c-be-spa","c-be-form4"]},"reading":"2026-02-11 Bryant Riley, jointly with his spouse, and a family trust sell 1,155,382 B&W shares for $10.4 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2026-class-answer","record":{"id":"e-l-2026-class-answer","date":"2026-02-17","title":"Defendants answer the amended complaint in the federal securities class action","claim_ids":["c-lit-sec-class-order"]},"reading":"2026-02-17 Defendants answer the amended complaint in the federal securities class action"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2026-axos-guaranty-end","record":{"id":"e-b-2026-axos-guaranty-end","date":"2026-02-25","title":"BRC's guarantee of B&W's Axos credit agreement is terminated","claim_ids":["c-inv-bw-axos-guaranty"]},"reading":"2026-02-25 BRC's guarantee of B&W's Axos credit agreement is terminated"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-bw-base-electron","record":{"id":"e-2026-bw-base-electron","date":"2026-02-26","title":"B&W signs a definitive $2.4 billion agreement with Base Electron","claim_ids":["c-be-contract"]},"reading":"2026-02-26 B&W signs a definitive $2.4 billion agreement with Base Electron"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-short-report","record":{"id":"e-2026-short-report","date":"2026-03-12","title":"A short seller publishes its report on B&W and Base Electron","claim_ids":["c-be-short-report"]},"reading":"2026-03-12 A short seller publishes its report on B&W and Base Electron"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2026-warrant","record":{"id":"e-b-2026-warrant","date":"2026-03-18","title":"Applied Digital assigns its right to buy 5,230,000 B&W shares to Base Electron","claim_ids":["c-be-warrant","c-be-contract"]},"reading":"2026-03-18 Applied Digital assigns its right to buy 5,230,000 B&W shares to Base Electron"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-chancery-dismissal","record":{"id":"e-2026-chancery-dismissal","date":"2026-03-30","title":"Delaware Court of Chancery dismisses the derivative suit","claim_ids":["c-lit-delderiv-dismissal"]},"reading":"2026-03-30 Delaware Court of Chancery dismisses the derivative suit"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-bw-class","record":{"id":"e-2026-bw-class","date":"2026-04-14","title":"Securities class action filed against B&W and two officers","claim_ids":["c-be-complaint"]},"reading":"2026-04-14 Securities class action filed against B&W and two officers"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2026-delderiv-appeal","record":{"id":"e-l-2026-delderiv-appeal","date":"2026-04-29","title":"Plaintiff appeals the Chancery dismissal to the Delaware Supreme Court","claim_ids":["c-lit-delderiv-dismissal"]},"reading":"2026-04-29 Plaintiff appeals the Chancery dismissal to the Delaware Supreme Court"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-preferred-default","record":{"id":"e-2026-preferred-default","date":"2026-04-30","title":"Sixth unpaid preferred dividend period triggers a Preferred Dividend Default","claim_ids":["c-debt-preferred-default"]},"reading":"2026-04-30 Sixth unpaid preferred dividend period triggers a Preferred Dividend Default"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-agm","record":{"id":"e-2026-agm","date":"2026-05-19","title":"Annual meeting elects seven directors","claim_ids":["c-lead-agm-2026"]},"reading":"2026-05-19 Annual meeting elects seven directors"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-k-2026-sec-case-closed","record":{"id":"e-k-2026-sec-case-closed","date":"2026-05-19","title":"Docket records the SEC case against Prophecy, Spotts and Kahn as terminated","claim_ids":["c-pro-stay"]},"reading":"2026-05-19 Docket records the SEC case against Prophecy, Spotts and Kahn as terminated"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-l-2026-deriv-stayed","record":{"id":"e-l-2026-deriv-stayed","date":"2026-05-28","title":"Federal court stays stockholder suit No. 2:26-cv-03419","claim_ids":["c-lit-deriv-2026-stayed"]},"reading":"2026-05-28 Federal court stays stockholder suit No. 2:26-cv-03419"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2026-guarantee-end","record":{"id":"e-b-2026-guarantee-end","date":"2026-05-29","title":"Applied Digital's guarantee of Base Electron's performance is terminated on payment of $37.0 million","claim_ids":["c-be-guarantee-ended"]},"reading":"2026-05-29 Applied Digital's guarantee of Base Electron's performance is terminated on payment of $37.0 million"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-sec-testimony","record":{"id":"e-2026-sec-testimony","date":"2026-06","title":"SEC subpoenas current and former employees for testimony","claim_ids":["c-sec-testimony-2026"]},"reading":"2026-06 SEC subpoenas current and former employees for testimony"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-spacex","record":{"id":"e-2026-spacex","date":"2026-06-15","title":"BRC reports the estimated value of its SpaceX carried interest","claim_ids":["c-inv-spacex"]},"reading":"2026-06-15 BRC reports the estimated value of its SpaceX carried interest"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-b-2026-class-order","record":{"id":"e-b-2026-class-order","date":"2026-08-03","title":"Court in the B&W class action denies a lead-plaintiff motion and lifts the stay of case deadlines","claim_ids":["c-be-complaint"]},"reading":"2026-08-03 Court in the B&W class action denies a lead-plaintiff motion and lifts the stay of case deadlines"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-trust-suit","record":{"id":"e-2026-trust-suit","date":"2026-08-18","title":"FRG Litigation Trust sues BRC, Bryant Riley and others in Delaware","claim_ids":["c-lit-trust-filing"]},"reading":"2026-08-18 FRG Litigation Trust sues BRC, Bryant Riley and others in Delaware"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-sangoma","record":{"id":"e-2026-sangoma","date":"2026-09-28","title":"BRC agrees to acquire Sangoma Technologies","claim_ids":["c-inv-sangoma-agreement"]},"reading":"2026-09-28 BRC agrees to acquire Sangoma Technologies"}
{"case_id":"brc-group-holdings","version":"1.0","as_of":"2026-10-17","record_type":"events","id":"e-2026-650-redemption","record":{"id":"e-2026-650-redemption","date":"2026-09-29","title":"Redemption date of the 6.50% Senior Notes due 2026","claim_ids":["c-debt-redeem-650"]},"reading":"2026-09-29 Redemption date of the 6.50% Senior Notes due 2026"}