RILY

• BRC Group Holdings, Inc. and subsidiary BR Financial Holdings, LLC entered into Amendment No. 5 to their Credit Agreement on August 7, 2026.
• It clarifies that the springing maturity of the Initial Term Loan is not triggered by the September 2026 or December 2026 bonds.
• The Initial Term Loan Exit Fee is replaced with a $3,125,000 amendment fee added to the principal balance, payable at maturity.
• New carve-outs and baskets allow up to $25 million in unsecured note repurchases and added investment flexibility.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Second quarter 2026 total revenues increased to $239.1 million from $225.3 million in the prior-year period.
• Second quarter 2026 Adjusted EBITDA was $61.3 million, and Operating Adjusted EBITDA was $66.0 million.
• Year-to-date revenues increased 44% to $591.2 million, and year-to-date net income available to common shareholders increased 83% to $229.8 million, or $6.47 per diluted share.
• Net Debt decreased by $341.7 million during the first six months to $285.2 million, with Total Debt of $1.28 billion as of June 30, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The waiver releases amounts in the Holdback Account attributable to the first and second quarters of fiscal 2026.
• The waiver was granted due to exemplary performance and results for the first half of fiscal year 2026.
• The Employment Agreement and Holdback Account otherwise remain in full force and effect.
• The Employment Agreement is dated November 8, 2025, and the holdback provision applies to 20% of compensation earned by the Executive.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The gross aggregate value of the carried interest is approximately $84.2 million, with expected net proceeds of about $70.4 million.
• Clients invested approximately $233 million into the SPVs between 2018 and 2021 through BRC's wealth management business.
• The value is based on SpaceX's closing price of $160.95 per share on June 12, 2026, and each $5.00 change in SpaceX's share price would alter net carried interest by about $2.3 million.
• The amounts are preliminary, unaudited estimates subject to lock-up restrictions expiring in stages through the remainder of 2026 and other risks.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On June 4, 2026, BRC Group issued 930,765 shares of common stock to DBA Trading, LLC in exchange for 371,893 units of senior notes due 2026 and 2028.
• The exchanges were made under Section 3(a)(9) of the Securities Act, with no cash proceeds and no commissions paid.
• A total of 780,070 units of senior notes were cancelled in connection with the exchanges.
• As of June 4, 2026, the company had 40,194,696 shares of common stock outstanding.

3.02 Unregistered Sales of Equity Securities

• The 2026 annual meeting of stockholders was held on May 19, 2026.
• Stockholders ratified the selection of BDO USA, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026, with 21,730,428 votes for.
• The advisory vote on named executive officer compensation was approved with 10,707,112 votes for and 1,742,371 against.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to stockholders.

5.07 Submission of Matters to a Vote of Security Holders

• First quarter 2026 net income available to common shareholders was $211.3 million, compared to a net loss of $12.0 million in the prior-year quarter.
• Adjusted EBITDA was $262.2 million, compared to $(45.3) million in the prior-year quarter; Operating Adjusted EBITDA was $34.6 million, up from $(5.6) million.
• Total debt was reduced by $128.9 million to $1.30 billion, and Net Debt declined by $254.6 million to $372.4 million at March 31, 2026.
• The company announced a plan to repurchase minority shares of B. Riley Securities and merge it with B. Riley Wealth, estimated by year-end.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 2, 2026, Robert D'Agostino informed BRC Group Holdings, Inc. that he will not stand for re-election to the Board of Directors at the 2026 annual meeting of stockholders.
• His decision was not due to any disagreement with the Company or its management regarding operations, policies, or practices.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements