---
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"
generated_at: "2026-05-20T07:46:11.675694+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# B. Riley exchanges ~$139M notes for $93.1M new 8% notes; gets Nasdaq delinquency notice

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-048338
- JSON: https://secwatch.observer/filing/0001213900-25-048338.json
- Plain text: https://secwatch.observer/filing/0001213900-25-048338.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/0001213900-25-048338-index.htm
- Listing & Compliance Notices
  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)
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390025048338/0001213900-25-048338-index.htm

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