Current Report · Items 5.02, 9.01 · 8-K

BRC Group Holdings, Inc.

RILYNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Filed Aug 28, 2026Accepted Aug 28, 2026, 4:15 PM EDTCIK 1464790Accession 0001213900-26-095052

Company context

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.

Current securities

RILYNASDAQ · EQUITY · Current RILYGNASDAQ · DEBENTURE · Current RILYLNASDAQ · PREFERRED · Current RILYPNASDAQ · PREFERRED · Current RILYTNASDAQ · DEBENTURE · Current RILYZNASDAQ · DEBENTURE · Current

Historical securities (2)

RILYKNASDAQ · EQUITY · Historical · closed Mar 27, 2026 RILYNNASDAQ · DEBENTURE · Historical · closed Sep 28, 2026

Recent company filings

Disclosure sections

Items 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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 August 25, 2026, the Compensation Committee of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”) to the amended and restated employment agreement, dated as of November 8, 2025 (the “Employment Agreement”) with Bryant R. Riley, the Company’s Co-Chief Executive Officer (the “Executive”), which Amendment became effective as of August 25, 2026 (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in the Employment Agreement. The Amendment makes the following changes to the Executive’s Employment Agreement, effective as of the Effective Date: (i) the Executive will continue to be compensated through the Incentive Program through the earlier of (x) the end of fiscal year 2027 and (y) the termination of Executive’s participation in and eligibility for the Incentive Program in accordance with the Employment Agreement, as amended by the Amendment; (ii) no amounts earned by the Executive will be subject to holdback and all references to “Holdback Amount” have been removed in their entirety from the Employment Agreement; and (iii) the last sentence of Section 3.3 of the Employment Agreement was removed because it prohibits Executive from receiving an equity award during the Employment Period. The foregoing description of the Amendment is intended to be a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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