BRC Group Holdings, Inc. (RILY): Nasdaq/NYSE listing notice — B. Riley exchanges ~$139M notes for $93.1M new 8% notes; gets Nasdaq delinquency notice

BRC Group Holdings, Inc.

Exchanged ~$139M aggregate principal of 5.00-6.00% notes due 2026-2028 for ~$93.1M of new 8.00% Senior Secured Second Lien Notes due 2028.
Issued warrants to purchase 372,268 shares of common stock at $10.00 per share in connection with the exchange.
Received Nasdaq delinquency notice for delayed 10-K (2024) and 10-Q (Q1 2025); must submit compliance plan by June 2, 2025.
Nasdaq staff may grant exception until September 29, 2025 to regain compliance; listing not immediately affected.

item 1.01 item 2.03 item 3.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BRC Group Holdings, Inc. incurred senior notes of approximately $93.1 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028 with institutional investor at 8.00% per annum maturing January 1, 2028.

Instrument: senior notes
Principal: approximately $93.1 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028
Counterparty: institutional investor
Rate: 8.00% per annum
Maturity: January 1, 2028
Event: incurrence

Exact text from the filing

On May 21, 2025 (the “ Closing Date ”), B. Riley Financial, Inc., a Delaware corporation (the “ Company ”), entered into a private exchange transaction with an institutional investor (the “ Investor ”) pursuant to which the Investor exchanged approximately $29.5 million aggregate principal amount of the Company’s 5.50% Senior Notes due March 2026 Notes, approximately $75.0 million aggregate principal amount of the Company’s 5.00% Senior Notes due December 2026 and approximately $34.5 million aggregate principal amount of the Company’s 6.00% Senior Notes due January 2028 owned by it and certain of its affiliates (the “ Exchanged Notes ”) for approximately $93.1 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028 (the “ New Notes ”), whereupon the Exchanged Notes were cancelled.

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

BRC Group Holdings, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: late filing
Rules: 5250(c)(1)

Exact text from the filing

May 21, 2025, the Company received a notice (the “ Notice ”) from the Nasdaq Stock Market LLC (“ Nasdaq ”), which indicated that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 30, 2025, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “ Rule ”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “ SEC ”). The Notice states that the Company ha

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101 debt financings filed in the last 30 days. Browse all debt financings →

BRC Group Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-048338

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