Item 1.01 Entry into a Material Definitive Agreement On August 7, 2026, BRC Group Holdings, Inc. (the “ Company ”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “ Borrower ”) entered into Amendment No.…
Filed Aug 13, 2026Accepted Aug 13, 2026, 4:30 PM EDTCIK 1464790Accession 0001213900-26-089148
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 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement
On
August 7, 2026, BRC Group Holdings, Inc. (the “ Company ”) and its wholly owned subsidiary BR Financial Holdings, LLC
(the “ Borrower ”) entered into Amendment No. 5 to Credit Agreement (the “ Credit Agreement Amendment ”)
which amends that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party
thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 to Credit
Agreement and Guarantee and Collateral Agreement dated as of March 24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8,
2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025, and Amendment No. 4 to Credit Agreement dated as of January 14,
2026, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed
to them in the Credit Agreement Amendment.
The
Credit Agreement Amendment made several changes, including, but not limited to (i) updating the borrowing base components by deleting
certain assets and increasing the percentage credit attributable to certain assets; (ii) clarifying that the springing maturity function
of the Initial Term Loan Maturity Date would not be triggered by the Company’s September 2026 Bonds or December 2026 Bonds; and
(iii) removing the Initial Term Loan Exit Fee and replacing with an amendment fee of $3,1250,000, with such amendment fee being added
to the principal balance of the Initial Term Loan and payable on the Initial Term Loan Maturity Date and updating other provisions of
the Credit Agreement to coincide with this increase in principal balance.
The
Credit Agreement Amendment also added certain carve-outs and baskets to provide the Company with added flexibility. These changes included
(i) updating the asset carve-outs subject to the disposition covenant in Section 6.04 to remove legacy assets and add new assets; (ii)
adding flexibility for Company subsidiaries to engage in equity line of credit commitment and/or variable rate transactions in the ordinary
course of business; (iii) adding an additional basket to Section 6.06 that allows the Company to repurchase unsecured notes on or prior
to the Maturity Date in an aggregate outstanding amount not to exceed $25 million; and (iv) extending Section 6.06(p) basket through
the Maturity Date to provide added flexibility for the Company to make additional Investments.
The
foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement
Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No. Description
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10.1 Amendment No. 5 to Credit Agreement, dated August 7, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC.*
104 Cover Page Interactive
Data File (embedded within the Inline XBRL document)
In
accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.