Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 29, 2026, the Compensation Committee (“Committee”) of the Board of Directors of BRC Group Holdings, Inc.…
BRC Group Holdings, Inc. (NASDAQ: RILY) is a diversified holding company with operations in financial services, communications, and retail, alongside investments in equity, debt, and venture capital. Our core financial services platform provides small-cap and middle-market companies with customized end-to-end solutions at every stage of the enterprise life cycle. Our investment banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business provides financial planning services, including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile, and cloud phone, internet and data, security, and email. Our consumer products and retail businesses provide mobile computing accessories and home furnishings. BRC Group deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 29, 2026, the
Compensation Committee (“Committee”) of the Board of Directors of BRC Group Holdings, Inc. (the “Company”)
approved a waiver to Section 3.2 of the Amended and Restated Employment Agreement between Bryant Riley (the “Executive”)
and the Company, dated as of November 8, 2025 (the “Employment Agreement”). Pursuant to the terms of the Employment
Agreement, commencing with fiscal year 2026, twenty percent (20%) of any compensation payments earned by the Executive are
deposited into a holdback account (the “Holdback Account”). Amounts in the Holdback Account are scheduled for release in
the first quarter of fiscal 2027 in the sole discretion and at the direction of the Committee. Due to exemplary performance and
results on behalf of the Company and its subsidiaries for the first half of fiscal year 2026, the Committee approved a waiver
providing for the release of amounts in the Holdback Account attributable to the first quarter and the second quarter of 2026. Other
than this limited waiver, the Employment Agreement and the Holdback Account remain in full force and effect in accordance with its
terms.