{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-048338","form_type":"8-K","ticker":"RILY","cik":"0001464790","company_name":"BRC Group Holdings, Inc.","filed_at":"2025-05-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.374023+00:00","generated_at":"2026-05-20T07:46:11.675694+00:00","sec_items":["1.01","2.03","3.01","3.02","7.01","9.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"B. Riley exchanges ~$139M notes for $93.1M new 8% notes; gets Nasdaq delinquency notice","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-048338","json":"https://secwatch.observer/filing/0001213900-25-048338.json","markdown":"https://secwatch.observer/filing/0001213900-25-048338.md","text":"https://secwatch.observer/filing/0001213900-25-048338.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/0001213900-25-048338-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/ea0243532-8k_briley.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-20T07:46:11.675694+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"13b46bb5a3a15fb0e4c30137ecba7de7264381f6","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/0001213900-25-048338-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"approximately $93.1 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028"},{"label":"Counterparty","value":"institutional investor"},{"label":"Rate","value":"8.00% per annum"},{"label":"Maturity","value":"January 1, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"91764094d8863b72fd0aa461e25ea8045a10ee4e","claim":"BRC Group Holdings, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/0001213900-25-048338-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"deficiency notice"},{"label":"Deficiency","value":"late filing"},{"label":"Rules","value":"5250(c)(1)"}],"fact_type":"exchange_compliance_notice"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}