---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-027230"
form_type: "8-K"
ticker: "RILY"
cik: "0001464790"
company_name: "BRC Group Holdings, Inc."
filed_at: "2025-04-01T23:59:59+00:00"
generated_at: "2026-05-24T00:42:52.330564+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# B. Riley exchanges ~$123M in 2026 notes for $87.7M of 8% secured notes due 2028 and common stock warrants

## Summary
- Exchanged $86.3M of 5.50% Senior Notes due March 2026 and $36.7M of 5.00% Senior Notes due Dec 2026 for $87.7M of 8.00% Senior Secured Second Lien Notes due January 2028.
- The Exchanged Notes were cancelled upon closing on March 26, 2025.
- Issued warrants to purchase 351,012 shares of common stock at $10.00 per share to the investor.
- New notes are secured on a second lien basis, guaranteed by certain subsidiaries, and mature January 1, 2028.
- Interest on new notes at 8.00% per annum, payable semi-annually starting October 31, 2025.

## SEC filing metadata
- accession: 0001213900-25-027230
- form_type: 8-K
- ticker: RILY
- cik: 0001464790
- company_name: BRC Group Holdings, Inc.
- filed_at: 2025-04-01T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1464790/000121390025027230/0001213900-25-027230-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1464790/000121390025027230/ea0235978-8k_briley.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-027230
- JSON: https://secwatch.observer/filing/0001213900-25-027230.json
- Plain text: https://secwatch.observer/filing/0001213900-25-027230.txt

## Key facts
- Debt Financings
  BRC Group Holdings, Inc. incurred senior notes of approximately $87.7 million aggregate principal amount with institutional investor at 8.00% per annum maturing January 1, 2028.
  - Instrument: senior notes
  - Principal: approximately $87.7 million aggregate principal amount
  - Counterparty: institutional investor
  - Rate: 8.00% per annum
  - Maturity: January 1, 2028
  - Event: incurrence
  source text: the Investor exchanged approximately $86.3 million aggregate principal amount of the Company’s 5.50% Senior Notes due March 2026 Notes and approximately $36.7 million aggregate principal amount of the Company’s 5.00% Senior Notes due December 2026 owned by it (the “ Exchanged Notes ”) for approximately $87.7 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028 (the “ New Notes ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390025027230/0001213900-25-027230-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.