BRC's investments, loans and the Sangoma acquisition

analysisBRC's securities and other investments owned totalled $723.7 million at June 30, 2026, of which $541.4 million were equity securities at fair value. The largest listed holding was common stock of Babcock & Wilcox Enterprises, valued at $387.0 million against $174.0 million at December 31, 2025. Other holdings included DoubleDown Interactive Co., Ltd. shares worth $18.8 million, Applied Digital common stock worth $1.0 million and interests in investment funds holding SpaceX positions worth $83.0 million. ¹

analysisTwo stakes are carried under the equity method. At June 30, 2026 BRC held 38.4% of Great American Holdings, LLC, carried at $77.8 million ($83.3 million at December 31, 2025), and 22.6% of SW-B. Riley Retail Opportunity Fund, carried at $7.0 million, for total equity-method investments of $84.8 million. ¹

analysisBRC's ties to Applied Digital Corporation include share purchases and links through senior managers of BRC subsidiaries. According to a Schedule 13D/A filed by Wesley Cummins, B. Riley Asset Management, LLC, of which Cummins was President, bought 605,000 Applied Digital shares on the open market between January 12 and May 17, 2023 for about $1,663,900 paid from its working capital. BRC's 2025 annual report treated Applied Digital as a related party because Applied Digital's chief executive officer was a member of senior management of a BRC subsidiary until February 5, 2024, and another senior manager of a BRC subsidiary, who left on March 31, 2025, sat on Applied Digital's board. Applied Digital ceased to be a related party after March 31, 2025; BRC had earned $393 thousand of underwriting and financial advisory fees from it in 2024. ^{1 2}

analysisUnder a stock purchase agreement of September 3, 2025, filed with Wesley Cummins's Schedule 13D/A, three BRC subsidiaries bought 400,000 Applied Digital shares from him at $15.26 a share: B. Riley Principal Investments, LLC took 160,000 shares for $2,441,600, and B. Riley Principal Capital, LLC and B. Riley Wealth Management Holdings, Inc. 120,000 shares each for $1,831,200. Bryant Riley signed for B. Riley Principal Investments as Co-CEO. ³

analysisB. Riley Principal Capital, B. Riley Principal Investments and B. Riley Wealth Management Holdings appear in an index of exhibits filed with the SEC among the parties to the sixth amendment, dated June 26, 2026, of a preferred equity purchase agreement between Applied Digital and investment entities; the index names the parties, but the amendment's text is not among the retained records. BRC valued its Applied Digital preferred stock at $80.0 million at June 30, 2026, against $41.1 million at December 31, 2025. ^{4 5}

analysisOn August 25, 2026 B. Riley Principal Capital, LLC, a BRC subsidiary held through B. Riley Securities Holdings, Inc., of which BRC is the majority holder, bought 460,080 Biomerica Inc shares at $1.60 a share, $736,128 in all, in a private placement under a securities purchase agreement of August 20, 2026. The related Schedule 13D reports the stake as 10.03% of 4,588,968 shares outstanding, but gives the holding as 480,060 shares in Item 5. ^{1 2}

analysisWith its August 2026 purchase of Biomerica shares, B. Riley Principal Capital became entitled to appoint a representative to Biomerica's board, and Biomerica engaged B. Riley Securities, Inc. as its exclusive financial adviser on potential strategic transactions for an initial term of 24 months. In the same Schedule 13D, BRC, B. Riley Principal Capital and Bryant R. Riley stated that in the previous five years none of them, nor any executive officer or director of BRC listed in its Schedule A, had been convicted in a criminal proceeding or become subject, through a civil or administrative proceeding, to a judgment, decree or final order enjoining or prohibiting securities-law violations or finding such a violation. That is the filers' own statement in a required disclosure item: it covers convictions and such judgments or orders only, and does not address pending proceedings, subpoenas or matters settled without such an order. ²

analysisOn September 28, 2026 BRC, its wholly owned subsidiary 1001755979 Ontario Inc. and Sangoma Technologies Corporation signed an arrangement agreement under which the subsidiary is to acquire all Sangoma shares through a court-approved plan of arrangement under Ontario's Business Corporations Act. Each Sangoma share is to receive 0.04767 of a BRC share and US$4.925 in cash. Completion requires at least 66⅔% of the votes cast by Sangoma shareholders and court and regulatory approvals, and is expected to close in January 2027; Sangoma would owe a US$5,397,000 termination fee in certain circumstances, and its directors and senior officers, holding about 27% of its shares, signed voting support agreements. The agreement refers to a confidentiality agreement between Sangoma and BRC dated April 6, 2026. ^{1 2}

analysisBRC, as parent, unconditionally and irrevocably guaranteed to Sangoma the payment and performance of the obligations of the purchaser, an Ontario corporation; Bryant Riley signed both for BRC, as Chairman and Co-CEO, and for the purchaser, as authorized signatory. In their joint announcement the two companies put Sangoma's enterprise value at about US$204 million and the premium at about 47% to its closing price on the Toronto Stock Exchange as of September 28, 2026, and said Sangoma shareholders would hold about 4% of BRC's shares after completion, with Sangoma operating as part of BRC Telecom. ^{2 3}

analysisBRC's 8-K states that the Sangoma acquisition will be funded with debt and equity contributions of about $38 million from BRC and about $16 million from its telecommunications subsidiaries. Banc of California, Axos Bank and Israel Discount Bank of New York issued a commitment letter to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC for $212,255,000 of senior secured term loans, expected to amend and refinance the telecom subsidiaries' credit agreement of January 6, 2025, under which $71,500,000 was outstanding at September 30, 2026. ¹

analysisBRC's loans to The Arena Group Holdings, Inc. (formerly theMaven, Inc.) were carried at $98,729,000 at December 31, 2022. On August 31, 2023 the loan was increased by $6,000,000 at 10.0% interest with maturity on December 31, 2026. Bryant Riley and his affiliates held more than 5% of Arena's shares during 2023. On December 1, 2023 BRC and Riley sold their equity and debt interests in Arena, which then ceased to be a related party; BRC's interest income on the loan was $10,882,000 in 2023. ¹

analysisOn February 27, 2023 B. Riley Commercial Capital, LLC lent $31.5 million to Exela Receivables 3 Holdco, LLC at Term SOFR plus 7.50%. The loan was later assigned to another wholly owned BRC subsidiary and, on July 29, 2025, amended so that XBP Americas, LLC, a company under common control with the original borrower, became the borrower; the maturity was extended to September 30, 2026. Outstanding principal fell from $15.8 million at December 31, 2025 to $9.5 million at June 30, 2026. ²

analysisBRC lent to two companies in which it holds equity. When the Great American transaction closed on November 15, 2024, BRC gave Great American Holdings, LLC, a related party because of BRC's equity investment and board representation, a $25 million secured revolving credit facility at SOFR plus 4.75%, temporarily raised to $40 million from March 10 to June 30, 2025, and provided accounting, technology and administrative services under a transition services agreement; the facility was repaid in full and terminated on October 16, 2025. On February 27, 2025 BRC and other lenders entered into a credit agreement with GA Joann Retail Partnership, LLC, formed that month, for $52 million of commitments, of which BRC committed $24.7 million at 10.00% interest paid in kind; that loan was repaid in full on April 7, 2025, and BRC treats the partnership as a related party because of its equity investment with significant influence. ²

analysisOn May 26, 2026 BRC bought from a strategic asset company $20 million of a delayed-draw term loan to Enovum NC-1 Venture, LLC, a subsidiary of a public AI-infrastructure company; Enovum received $19.4 million. The loan bears 9.50% interest payable in cash or in kind, matures on August 24, 2026 subject to a 30-day extension and carries a minimum return of 1.1 times principal, or $22 million. ²

analysisBRC has also written put options. Under two agreements of April and September 2025, the latter later amended, unnamed issuers may require BRC to buy up to $15 million of their convertible preferred stock before March 24, 2027 and up to $2.0 billion before August 27, 2029, subject to limits. The quarterly report states that BRC bought $375 million of preferred shares in the first half of 2026 under the April 2025 agreement, although it lists the two caps in the same order as the April and September agreements; it does not reconcile the two statements or name the issuers. ²

analysisOn June 15, 2026 BRC announced that between 2018 and 2021 its wealth management business had facilitated client investments of about $233 million in SpaceX through special purpose vehicles in which BRC subsidiaries hold carried interest. Using SpaceX's closing price of $160.95 on June 12, 2026, BRC estimated the gross value of that carried interest at about $84.2 million and its expected net proceeds at about $70.4 million; the figures are BRC's own unaudited estimate at a single day's share price. ¹

analysisIn the second quarter of 2026 BRC recorded $16.3 million of carried-interest income, mainly from investment funds holding SpaceX positions, in its Wealth Management segment and a further $12.9 million in its other non-reportable segments, partly offset by finder-fee commissions from Applied Digital that were $2.4 million lower. ²

analysisBRC's EDGAR owner page lists the ownership reports it has filed as a holder of more than 10% of Biomerica (2026), TransAct Technologies (2022), Eos Energy Enterprises (2021), Synchronoss Technologies (2021), B. Riley Principal 250 Merger Corp. (2021), FaZe Holdings (2021), Quantum Corp (2019), Liberty Tax, now Franchise Group (2019), Babcock & Wilcox Enterprises (2019), Sonim Technologies (2019), Alta Equipment Group (2019) and magicJack VocalTec (2018), and as director and more-than-10% owner of Select Interior Concepts (2020). The years are those the page shows for each issuer; it does not show how long the stakes were held or which are current. ¹

analysisIn 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. ²

analysisIn an amendment to its Schedule 13D on Synchronoss Technologies signed on March 18, 2025, BRC reported that B. Riley Principal Investments, LLC held 15,000 Synchronoss shares and B. Riley Securities, Inc. 496,474 shares. It stated that on March 11, 2025 it had separated B. Riley Securities' parent from BRC, with B. Riley Securities establishing a board independent of BRC, so that BRC no longer beneficially owned the shares held by B. Riley Securities. That statement concerns beneficial ownership of the Synchronoss shares for Schedule 13D purposes; BRC's later filings continue to report a majority holding in B. Riley Securities Holdings, Inc. Schedule A to the same filing lists Bryant R. Riley as Chief Executive Officer and a member of the Board of Managers of B. Riley Capital Management, LLC, and Thomas J. Kelleher as its President and a member of its Board of Managers, as well as Co-Executive Chairman and director of B. Riley Securities, Inc. An SEC exhibit index separately lists a note repurchase agreement of June 28, 2024 among BRF Investments LLC, B. Riley Securities Inc. and Synchronoss, with the two BRC subsidiaries as holders of the notes. ^{3 4}

analysisB. Riley Principal Capital II, LLC acts as investor in registration rights agreements, according to an index of exhibits filed with the SEC, with Monogram Orthopaedics Inc. (July 19, 2023), GCT Semiconductor Holding, Inc. (April 23, 2024), Stardust Power Inc. (October 7, 2024), Actuate Therapeutics, Inc. (March 27, 2025), Heidmar Maritime Holdings Corp. (June 6, 2025) and TOP Ships Inc. (April 24, 2026); the same index lists it among the parties to a securities purchase agreement of Sky Harbour Group Corporation filed on November 2, 2023. The index records the agreements and their parties only; their terms are not among the retained records. ^{1 2}

analysisA Schedule 13D filed in May 2021 on B. Riley Principal 250 Merger Corp., a blank-check company, describes its sponsor, B. Riley Principal 250 Sponsor Co., LLC, as owned and controlled by B. Riley Principal Investments, LLC and B. Riley Financial. B. Riley Principal Investments, a Delaware company investing in securities, was the sponsor's sole member and a wholly owned subsidiary of B. Riley Financial, and it, B. Riley Financial and Bryant R. Riley, as Co-CEO and Chairman, could be deemed indirect beneficial owners of the sponsor's securities. EDGAR's record for the SPAC (CIK 0001844211) classifies it under SIC 6770, blank checks, lists no ticker or exchange and includes Forms 25-NSE and 15-12G, used for removal from listing and termination of registration. ^{3 4}

analysisBRC Trust was formed on January 6, 2025 to take over and liquidate the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership. BRC owns 13.3% of the trust's equity and BRC's related parties 58.2%; because BRC directs the trust's activities it is the primary beneficiary and consolidates the trust as a variable interest entity, with 86.6% of the equity shown as noncontrolling interest. ⁵

analysisOn October 18, 2022 BRC acquired all issued shares of Targus Cayman Holdco Limited (Targus). Mikel Williams, then a BRC director and Targus's chief executive, resigned from BRC's board that day and stayed on as Targus chief executive with an annual salary of about $615,000. His Targus options were exchanged for options on 215,876 BRC shares at $4.13 a share, and he received performance-based restricted stock units for up to 66,513 BRC shares tied to Targus's results for fiscal 2023 and 2024. ¹