Evidence records

documentedIn 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. ¹

documentedEDGAR gives BRC Group Holdings' business address as 11100 Santa Monica Blvd, Suite 800, Los Angeles, California 90025, with telephone number 818-884-3737. ¹

documentedEDGAR 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. ^{1 2}

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.

documentedThe 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. ³

documentedA 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. ⁴

documentedAccording 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. ⁵

documentedOn 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. ⁶

documentedOn 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. ⁷

documentedThe 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. ⁸

documentedExhibit 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%. ⁸

documentedThe 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. ⁸

documentedIn 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. ⁹

documentedIn 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. ¹⁰

documentedIn 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. ¹¹

documentedOn 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. ¹²

documentedB. 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. ¹³

documentedThe 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. ¹

documentedBRC'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. ²

documentedBabcock & 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. ³

documentedBRC 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. ^{1 4}

documentedB&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. ⁵

documentedOn 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. ²

documentedOn 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. ^{4 2}

documentedOn 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. ^{6 3}

documentedBRC 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. ^{4 6}

documentedB&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. ^{3 5}

documentedB&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. ⁵

documentedB&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. ³

documentedB&W attributed $31.0 million of its first-quarter 2026 revenue increase to the Base Electron project. ³

documentedApplied 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. ^{8 9}

documentedApplied 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. ⁹

documentedOn 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. ⁹

documentedApplied 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. ^{8 9}

documentedA 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. ¹⁰

documentedA 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. ^{17 18}

documentedUnder 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. ¹⁹

documentedIn 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. ²⁰

documentedIn 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). ¹

documentedAmendment 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. ⁸

documentedBryant 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. ^{9 10 11}

qualification

The 2023 and 2026 proxy statements name different companies for the September 2018 to March 2020 board seat.

documentedAccording 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. ^{3 12}

documentedFRG'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. ³

documentedB. 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. ¹³

documentedFRG'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. ³

documentedOn 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. ³

documentedBetween 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. ^{3 14}

documentedOn 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. ³

documentedConcurrently 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. ³

documentedUnder 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. ³

qualification

FRG's merger proxy gives the total as $384.0 million; the four listed amounts add up to $384.1 million.

documentedThe 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. ^{3 15 13}

qualification

The matching values are consistent with the same shares being described in each record, but none of the records states this expressly.

documentedThe 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. ³

qualification

The provision applies for the purposes of the rollover agreement; the Interim Investors Agreement itself is not among the retained records.

documentedThe 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. ^{3 16}

documentedOn 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. ^{16 17}

documentedSection 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. ^{9 18 19 20 12}

qualification

The EDGAR tables record the reported transactions and designations; they do not explain the 10% owner designation in Paulson's report.

documentedB. 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. ¹³

documentedB. 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. ¹⁵

documentedB. 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. ^{13 22 4 2}

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.

documentedIn 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. ¹

documentedFINRA'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. ²

documentedBrokerCheck 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. ²

documentedBrokerCheck 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. ²

documentedBrokerCheck 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%. ²

documentedB. 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. ¹

documentedFINRA'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. ³

documentedBrokerCheck 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. ³

documentedBrokerCheck 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. ³

documentedBRC'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. ⁴

documentedFINRA'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. ²

documentedOn 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. ²

documentedIn 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. ²

documentedIn 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. ²

documentedOn 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. ^{2 5}

documentedIn 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. ²

documentedIn 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. ²

documentedOn 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. ²

documentedIn 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. ²

documentedOn 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. ²

documentedIn 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. ²

documentedIn 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. ²

documentedThe 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. ²

documentedThe 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. ²

documentedFINRA'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. ³

documentedBryant 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. ¹

documentedThomas 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. ¹

documentedFINRA 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. ²

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.

documentedThomas 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. ³

documentedBRC'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. ¹

documentedRobert 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. ^{1 4}

documentedAt 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. ⁴

documentedIn 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. ⁵

documentedBRC'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. ⁶

documentedRobert 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. ^{7 5 8}

documentedTammy 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. ^{7 1}

documentedWhen 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. ^{9 10}

documentedRobert 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. ^{7 11}

documentedRenée 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. ^{7 1}

documentedRenée 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). ¹²

documentedRandall 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). ^{7 1}

documentedMimi 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. ^{7 5 13}

documentedMichael 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. ^{14 15 5}

documentedMikel 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. ¹⁶

documentedAccording 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. ^{17 6}

documentedBRC'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). ¹

documentedAs 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). ¹⁸

documentedBRC'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.). ⁶

documentedPhillip 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. ^{18 1 19}

documentedScott 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. ^{5 20}

qualification

EDGAR records his Funko and Universal Technical Institute roles as interim CFO positions (reports of December 5, 2022 and May 14, 2018).

documentedAlan 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. ^{5 21}

documentedFred 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. ²²

documentedHoward 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. ^{23 1}

documentedAndrew 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. ^{7 1}

documentedFINRA 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). ²⁴

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.

documentedKenneth 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). ^{18 7}

qualification

BRC's 2023 proxy described the Charah Solutions directorship as current since August 2021; the 2024 proxy gives September 2022 as its end.

documentedKenneth 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). ²⁵

documentedBRC'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%). ¹

documentedBRC'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. ⁵

documentedB. 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%). ¹⁸

documentedB. 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%). ⁷

documentedBRC'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. ^{5 1 8}

documentedBRC'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. ⁶

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.

documentedForm 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. ^{19 23}

documentedForm 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. ^{6 12}

documentedForm 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). ⁶

documentedForm 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). ⁶

documentedForm 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. ^{26 13 12 11}

documentedRobert 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. ^{11 7}

documentedForm 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. ²¹

documentedA 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. ²³

documentedOn 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. ⁶

documentedMichael 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. ¹⁵

documentedMikel 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. ¹⁶

documentedAfter 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. ¹³

documentedFINRA BrokerCheck reports no disclosure events, such as customer complaints, arbitrations, regulatory actions, terminations, bankruptcies or criminal or civil matters, for Thomas J. Kelleher. ²

documentedAndrew 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. ²⁴

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.

documentedBRC 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. ^{1 18}

documentedCharlie 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. ¹

documentedIn 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. ^{1 18}

documentedOn 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. ^{7 27}

documentedA 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. ²⁸

documentedOn 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”. ¹

documentedKenneth 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. ^{29 1}

documentedBryant 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. ¹

documentedFINRA 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. ²

documentedAs 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. ³

documentedIn 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). ⁴

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.

documentedWith 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. ^{5 6 7}

documentedRuling 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. ⁸

documentedA Form 4 shows that Bryant R. Riley sold 195,492 BRC shares on June 16, 2026, leaving 6,574,236 shares held directly. ¹

documentedOn 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. ²

documentedBrian 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. ¹

documentedFranchise 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. ^{2 3}

documentedVintage 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. ^{4 5}

documentedIn 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. ⁶

documentedB. 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. ^{7 8}

documentedOn 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. ¹²

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.

documentedOn 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. ^{13 14}

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.

documentedB. 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. ^{7 8}

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.

outcome

In its quarterly report for the period ended June 30, 2026, B. Riley stated that Kahn was awaiting sentencing.

documentedOn 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. ^{1 2}

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.

documentedB. 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. ¹

documentedAfter 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. ²

documentedOn 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. ¹

documentedFreedom 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. ³

documentedIn 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%. ⁴

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.

documentedThe 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. ⁴

documentedThe 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. ⁴

qualification

An investigation of potential claims is not a finding; the claims later filed by the FRG Litigation Trust are described with that proceeding.

documentedIn 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. ^{2 4}

documentedUnder 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. ⁴

documentedOn 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. ²

documentedOn 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. ²

documentedThe 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. ^{2 1}

documentedUnder 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. ²

documentedOn 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. ^{1 2}

documentedbebe 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. ²

documentedOn 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. ^{3 4}

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.

documentedBRC'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. ³

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.

documentedIn 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. ⁸

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.

documentedBRC'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. ^{3 4}

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.

documentedThe 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. ^{11 12}

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.

documentedIn 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. ^{3 4 1}

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.

outcome

The defendants answered the amended complaint on February 17, 2026, and the case moved into discovery and class certification.

documentedIn 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). ^{3 1}

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.

documentedThe 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. ³

qualification

The court held only that these allegations were sufficient to survive a motion to dismiss; no liability has been determined.

documentedOn 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. ⁴

qualification

These are scheduling entries in a pending case; dates can change and no trial has taken place.

documentedA 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. ^{1 5 6 7}

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.

documentedIn 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. ⁵

qualification

These are the court's characterizations in ruling on demand futility; they bind only that case and are subject to the pending appeal.

documentedIn 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. ⁵

qualification

The ruling concerns demand futility under Delaware pleading rules; it does not certify independence for any other purpose.

documentedA 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)). ⁹

qualification

The case is stayed and no ruling on the allegations has been made.

outcome

On May 28, 2026 the court granted the parties' stipulation to stay the case and ordered joint status reports every six months.

documentedAfter 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. ¹⁵

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.

documentedOn 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. ¹⁵

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.

documentedB. 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. ¹⁶

documentedBRC'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. ¹

documentedAt 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. ¹

documentedBRC'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. ¹

documentedIn 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. ²

qualification

Adjusted EBITDA and Net Debt are measures defined by the company in the release, not audited balance-sheet captions.

documentedBRC's 2025 annual report states that the company generated net income of $307.4 million in 2025. ¹

documentedFor 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. ³

documentedBRC'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. ¹

documentedBRC'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. ³

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.

documentedUnder 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. ¹

documentedOn 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. ¹

documentedOn 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. ¹

documentedOn 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. ¹

documentedIn 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. ¹

documentedOn 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. ³

documentedDuring 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. ¹

documentedBRC 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. ¹

documentedAt 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. ^{1 3}

documentedOn 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. ⁴

documentedBRC'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. ^{1 3}

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.

documentedBRC'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. ¹

documentedOn 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. ¹

documentedOn 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. ¹

documentedOn 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. ¹

documentedTargus 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. ¹

documentedThe 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. ¹

documentedOn 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. ¹

documentedAfter 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. ¹

documentedCarrying 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). ^{1 3}

documentedBRC 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. ¹

documentedOn 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. ¹

documentedOn 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. ^{5 4}

documentedIn 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). ^{1 6}

documentedBRC'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. ³

documentedBRC 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. ¹

documentedOn 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. ^{1 7}

documentedOn 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. ³

documentedNasdaq'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. ¹

documentedMarcum 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. ⁸

documentedOn 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. ⁶

documentedIn 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. ⁶

documentedBefore 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. ⁶

documentedBRC'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. ⁶

documentedBRC's annual report for 2025 names BDO USA, P.C., Los Angeles, California (PCAOB firm ID 243), as its independent auditor. ¹

documentedIn 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. ¹

documentedThe 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. ¹

documentedAlso 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. ^{2 3}

documentedIn 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. ²

documentedThe 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. ⁴

documentedOn 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. ⁵

documentedThe 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. ⁶

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.

documentedBRC'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. ²

documentedIn 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. ^{2 7}

documentedIn 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. ^{2 8}

documentedCalifornia 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. ²

documentedOn 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. ⁵

documentedBRC'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. ⁵

documentedAt 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. ⁵

documentedA 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. ¹

documentedBRC'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. ²

documentedUnder 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. ³

documentedAn 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. ^{4 5}

qualification

The agreement index names the parties but the amendment's text is not among the retained records.

documentedOn 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. ^{6 7}

documentedWith 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. ⁷

documentedIn 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. ⁷

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.

documentedOn 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. ^{8 9}

documentedIn 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. ⁹

documentedBRC'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. ⁸

documentedIn 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. ¹⁰

documentedBRC 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. ¹¹

documentedOn 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. ⁵

documentedBRC 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. ⁵

documentedOn 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. ⁵

documentedOn 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). ⁵

documentedBRC 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. ¹²

qualification

BRC's own unaudited estimate at a single day's share price.

documentedIn 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. ⁵

documentedUnder 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. ⁵

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.

documentedBRC's securities and other investments owned totalled $723.7 million at June 30, 2026, including equity securities at fair value of $541.4 million. ⁵

documentedIn 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). ⁵

documentedBRC 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. ⁵

documentedIn 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. ¹³

documentedIn 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. ¹⁴

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.

documentedSchedule 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. ¹⁴

documentedAn 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. ⁴

documentedAn 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. ^{4 15}

qualification

The index records the agreements and their parties; the agreements' terms are not among the retained records.

documentedBRC'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). ¹⁶

qualification

Dates are those shown on the EDGAR page for each issuer; the page does not show holding periods or current positions.

documentedAccording 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. ¹⁷

documentedEDGAR'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. ¹⁸

documentedOn 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. ¹⁹