---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-066858"
form_type: "8-K"
ticker: "RILY"
cik: "0001464790"
company_name: "BRC Group Holdings, Inc."
filed_at: "2026-06-09T21:00:15+00:00"
generated_at: "2026-06-09T21:06:32.947002+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# BRC Group Holdings issues 2.06M shares to cancel 780,070 units of senior notes in private exchange

## Summary
- On May 14 and June 4, 2026, issued 2,060,683 shares of common stock to DBA Trading LLC for 780,070 units of senior notes.
- Exchanged notes: 6.50% Notes due 2026 (RILYN), 5.00% Notes due 2026 (RILYG), 6.00% Notes due 2028 (RILYT), 5.25% Notes due 2028 (RILYZ).
- Senior notes canceled; no cash proceeds; Section 3(a)(9) exemption claimed.
- As of June 4, 2026, total shares outstanding were 40,194,696.

## SEC filing metadata
- accession: 0001213900-26-066858
- form_type: 8-K
- ticker: RILY
- cik: 0001464790
- company_name: BRC Group Holdings, Inc.
- filed_at: 2026-06-09T21:00:15+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1464790/000121390026066858/0001213900-26-066858-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1464790/000121390026066858/ea0293590-8k_brcgroup.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-066858
- JSON: https://secwatch.observer/filing/0001213900-26-066858.json
- Plain text: https://secwatch.observer/filing/0001213900-26-066858.txt

## Key facts
- Equity Issuances
  BRC Group Holdings, Inc. issued 930,765 shares of Common Stock of common stock to DBA Trading, LLC.
  - Security: common stock
  - Shares: 930,765 shares of Common Stock
  - Purchaser: DBA Trading, LLC
  source text: On June 4, 2026, the Company issued 930,765 shares of Common Stock to the Investor in exchange for 193,187 units of the 6.50% Senior Notes due 2026 (RILYN), 150,823 units of the 5.0% Senior Notes due 2026 (RILYG), 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) and 17,883 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the “ June 3 3(a)(9) Notes ” and together with the May 14 3(a)(9) Notes, the “ Exchanged Senior Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390026066858/0001213900-26-066858-index.htm
- Equity Issuances
  BRC Group Holdings, Inc. issued 1,129,918 shares of Common Stock of common stock to DBA Trading, LLC.
  - Security: common stock
  - Shares: 1,129,918 shares of Common Stock
  - Purchaser: DBA Trading, LLC
  source text: On May 14, 2026, the Company agreed to issue 1,129,918 shares of Common Stock to DBA Trading, LLC, an institutional accredited investor (the “ Investor ”), in exchange for 339,449 units of the 6.50% Senior Notes due 2026 (RILYN), 19,654 units of the 5.0% Senior Notes due 2026 (RILYG), 20,332 units of the 6.00% Senior Notes due 2028 (RILYT) and 28,742 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the “ May 14 3(a)(9) Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390026066858/0001213900-26-066858-index.htm

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