Form 8-K

8-K — BRC Group Holdings, Inc.

Accession: 0001464790-26-000033

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rily-20260507.htm (Primary)

EX-99.1 (rily-20260331xex991.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

BRC Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37503 27-0223495

(State or other jurisdiction

of incorporation) (Commission File Number) (IRS Employer

Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.0001 per share RILY Nasdaq Global Market

Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share)

RILYP Nasdaq Global Market

Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)

RILYL Nasdaq Global Market

5.00% Senior Notes due 2026 RILYG Nasdaq Global Market

6.50% Senior Notes due 2026 RILYN Nasdaq Global Market

5.25% Senior Notes due 2028 RILYZ Nasdaq Global Market

6.00% Senior Notes due 2028 RILYT Nasdaq Global Market

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, BRC Group Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Earnings Release dated May 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRC Group Holdings, Inc.

By: /s/ Scott Yessner

Name:  Scott Yessner

Title: EVP & CFO

Date: May 7, 2026

EX-99.1

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Document

FOR IMMEDIATE RELEASE

BRC Group Holdings, Inc. Reports First Quarter 2026 Financial Results

First Quarter 2026 Net Income Available to Common Shareholders of $211.3 Million;

First Quarter 2026 Adjusted EBITDA of $262.2 Million;Operating Adjusted EBITDA of $34.6 Million

LOS ANGELES, May 7, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRCGH” or the “Company”), a diversified holding company, today announced the filing of its Quarterly Report on Form 10-Q for the three month period ended March 31, 2026.

First Quarter 2026 Highlights

•Strong first quarter 2026 financial performance was driven by trading gains and operating segment performance.

•Total debt reduced by $128.9 million to $1.30 billion, and Net Debt(5) declined substantially by $254.6 million in the first quarter 2026, to $372.4 million.

•Announced plan for BRCGH to repurchase minority shares of B. Riley Securities (“BRS”) and merge BRS with B. Riley Wealth (“BRW”), estimated by year-end.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRCGH, commented: “For the first quarter, we generated $211.3 million in net income and $34.6 million in Operating Adjusted EBITDA. We made progress on the balance sheet, retiring $129 million in debt while continuing to deliver for our clients. B. Riley Securities had its most active quarter for capital raising in five years, executing on nearly $10 billion in total debt and equity raised.

“Our team was active across the entire capital structure. During the quarter, we acted as joint lead bookrunner on a $230 million convert, participated in a $1.3 billion follow-on, led key M&A advisory and restructuring mandates and filed $8.7 billion in new ATMs. We also expanded our research footprint, initiating coverage on 26 companies in the first quarter.

“As we look ahead, our strategy is built on our 30-year heritage and an expanding opportunity set for our team. Over the last three decades, we have built this platform to serve as an active advisory partner and liquidity provider to companies in the historically underserved small- and mid-cap market. Our first-quarter also reflects the significant value generated by our principal investments. While the timing of these returns naturally varies, this merchant banking capability is a deliberate feature of our model designed to capture significant upside alongside our clients. The planned combination of our institutional banking and capital markets business and B. Riley Wealth aligns us to better serve this core client base and put proprietary capital to work to back our partners. Our focus has proven to be a major differentiator for recruiting, and we continue to add top-tier producers who recognize the value of our franchise.

“With a strengthened balance sheet, steady contributions of our non-correlated Communications and Consumer businesses, an expanding pipeline, and operational discipline, we remain focused on executing for our team, our clients, and our shareholders. We look forward to discussing with our clients and partners at our 26th Annual Institutional Investor Conference later this month.”

BRC Group Holdings, Inc. | www.brcgh.com

BRC First Quarter 2026 and 2025 Financial Results Summary

Three Months Ended March 31,

(Dollars in thousands, except for share data)

2026

2025

Net income (loss) available to common shareholders

211,258

(11,990)

Basic income (loss) per common share

6.62

(0.39)

Diluted income (loss) per common share

6.57

(0.39)

Three Months Ended March 31,

(Dollars in thousands)

2026

2025

Operating Revenues (1)

217,191

213,526

Investment Gains (Losses) (2)

134,869

(27,463)

Total Revenues

352,060

186,063

Total Adjusted EBITDA (3)

262,151

(45,317)

Operating Adjusted EBITDA (4)

34,648

(5,610)

•Net income available to common shareholders was $211.3 million in the first quarter 2026, up from $(12.0) million in the first quarter 2025, primarily due to trading gains and lower operating expenses.

•Revenues were $352.1 million in the first quarter 2026, up from $186.1 million in the first quarter 2025. The increase for the first quarter 2026, compared to the same period last year, was primarily driven by trading gains.

•Adjusted EBITDA(3) was $262.2 million in the first quarter 2026, up from $(45.3) million in the first quarter 2025.

•Operating Adjusted EBITDA(4) was $34.6 million in the first quarter 2026, up from $(5.6) million in the first quarter 2025.

•Total debt was $1.30 billion, with Net Debt(5) of $372.4 million, at March 31, 2026, down from $1.43 billion and $627.0 million, respectively, at December 31, 2025. The reduction in Net Debt was primarily due to investment appreciation and bond-for-equity senior note exchanges.

•Cash, cash equivalents, and restricted cash was $178.0 million at March 31, 2026, down from $229.3 million at December 31, 2025.

•Securities and other investments owned were $639.7 million and Total Investments(6) were $705.1 million at March 31, 2026, up from $446.8 million and $520.5 million at December 31, 2025, respectively. The increase was primarily attributable to investment appreciation in Babcock & Wilcox.

•Basic and diluted earnings per common share (EPS) were $6.62 and $6.57 in the first quarter 2026, respectively, compared to $(0.39) in the first quarter 2025.

BRC Group Holdings, Inc. | www.brcgh.com

Segment Operations First Quarter 2026 and 2025 Financial Results Summary

Three Months Ended March 31,

(Dollars in thousands)

2026

2025

Segment Revenues

Capital Markets

172,111

2,100

Wealth Management

52,175

47,278

Lingo

40,790

41,553

magicJack

8,783

9,801

Marconi Wireless

7,537

9,487

UOL

2,821

3,633

Consumer Products

44,115

42,103

Segment Income (Loss)

Capital Markets

137,235

(35,743)

Wealth Management

15,984

1,724

Lingo

3,764

2,399

magicJack

4,251

4,616

Marconi Wireless

3,077

1,744

UOL

1,473

1,854

Consumer Products

(2,641)

(5,141)

•Capital Markets segment revenues increased to $172.1 million in the first quarter 2026, up from $2.1 million in the first quarter 2025. Segment income increased to $137.2 million in the first quarter 2026, up from $(35.7) million in the first quarter 2025. Revenues and segment income increased year-over-year, driven by higher trading gains and advisory revenues.

•Wealth Management segment revenues increased to $52.2 million in the first quarter 2026, up from $47.3 million in the first quarter 2025. Segment income increased to $16.0 million in the first quarter 2026, up from $1.7 million in the first quarter 2025. B. Riley Wealth had approximately $11.9 billion of client assets under management at March 31, 2026. Revenues and segment income increased year-over-year, driven by increased carried interest appreciation and lower operating expenses.

•Communications Business Group (“CBG”) (Lingo, magicJack, Marconi Wireless, and UOL Reportable Segments) revenues, on a combined basis, decreased to $59.9 million in the first quarter 2026, down from $64.5 million in the first quarter 2025. On a combined basis, CBG generated income of $12.6 million for the first quarter 2026, up from $10.6 million in the first quarter 2025. The revenue decline was in line with customer attrition expectations.

•Consumer Products segment revenues increased to $44.1 million in the first quarter 2026, up from $42.1 million in the first quarter 2025. Segment loss decreased to $(2.6) million in the first quarter 2026, down from $(5.1) million in the first quarter 2025. Marginal increases in revenue and segment income were driven by improvements in distribution channel sales.

First Quarter 2026 Earnings Call

Management will provide a detailed review of the Company’s financial performance and operational highlights, followed by a question-and-answer session with analysts and investors.

Date: Thursday, May 7, 2026

Time: 4:30 p.m. ET (1:30 p.m. PT)

Register for the call at https://evercall.co/oacc/14524 or on the Company’s website at ir.brcgh.com under Events and Presentations. An audio recording will be made available for replay until May 21, 2026.

BRC Group Holdings, Inc. | www.brcgh.com

About BRC Group Holdings, Inc.

BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, communications, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRCGH deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

Note Regarding Use of Non-GAAP Financial Measures

Certain of the information set forth herein, including Operating Revenue, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) including in the case of Operating Revenue, services and fees, interest income – loans, interest income - securities lending, fixed income spread, trading gains attributable to variable rate transaction spread, and sales of goods. (ii) including in the case of Investment Gains (Losses), trading gains (losses), net and fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread (iii) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, share-based compensation and transaction related and other costs, (iv) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income and variable rate transaction spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of variable rate transaction spread, and gains (losses) on investments attributable to non-controlling interest, (v) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased, at fair value and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, equity investments, and other investments reported in prepaid and other assets, (vi) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.

Footnotes

See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.

(1)Operating Revenues is defined as the sum of (i) service and fees, (ii) interest income – loans, (iii) interest income - securities lending, (iv) fixed income spread, (v) trading gains attributable to variable rate transaction spread, and (vi) sales of goods.

BRC Group Holdings, Inc. | www.brcgh.com

(2)Investment Gains (Losses) is defined as sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread.

(3)Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs.

(4)Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of fixed income and variable rate transaction spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of variable rate transaction spread, and (iv) gains (losses) on investments attributable to non-controlling interest.

(5)Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.

(6)Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased, at fair value and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, (c) equity investments, and (d) other investments reported in prepaid and other assets.

Forward-Looking Statements

Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. Our forward-looking statements include, without limitation, statements regarding our expectations regarding our future business and expected revenue growth and the appreciation of our investment portfolio, our ability and intent to repurchase minority shares of BRS, the anticipated merger of BRS and BRW and the timing of the anticipated transactions. The proposed merger of BRS and BRW is subject to approval by FINRA and other applicable regulatory requirements, and there can be no assurance that such approval will be obtained, or that it will not be subject to conditions that materially affect the structuring or timing of the proposed merger. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today’s date. The Company assumes no duty to update forward-looking statements, except as required by law. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, failure to negotiate a purchase price for the minority shares of BRS, regulatory delays, general economic conditions and the risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s 2025 Annual Report on Form 10-K under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.

# # #

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and par value)

March 31,

2026

December 31,

2025

(Unaudited)

Assets

Assets:

Cash and cash equivalents

175,823

226,601

Restricted cash

2,199

2,676

Due from clearing brokers

43,437

51,000

Securities and other investments owned ($576,153 and $382,461 at fair value)

639,668

446,843

Securities borrowed

133,438

114,937

Accounts receivable, net of allowance for credit losses of $6,450 and $6,108

67,329

55,473

Loans receivable, at fair value ($953 and $2,835 from related parties)

24,927

26,303

Equity investments

90,692

90,433

Prepaid expenses and other assets

117,851

128,650

Operating lease right-of-use assets

33,532

32,109

Property and equipment, net

17,608

17,606

Goodwill

392,687

Other intangible assets, net

112,038

118,290

Deferred income taxes

763

Assets of discontinued operations

2,221

Total assets

1,854,213

1,706,592

Liabilities and Equity (Deficit)

Liabilities:

Accounts payable

37,721

41,463

Accrued expenses and other liabilities ($11,080 and $6,400 at fair value)

153,413

154,780

Deferred revenue

48,730

49,907

Deferred income taxes

4,089

4,109

Securities sold not yet purchased, at fair value

16,833

9,809

Securities loaned

115,642

97,321

Operating lease liabilities

41,752

40,902

Revolving credit facility

10,708

6,638

Term loans, net

116,673

119,297

Senior notes payable, net

1,171,490

1,301,798

Liabilities of discontinued operations

830

Total liabilities

1,717,881

1,826,854

BRC Group Holdings, Inc. | www.brcgh.com

Commitments and contingencies

BRC Group Holdings, Inc. stockholders’ equity (deficit):

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding and liquidation preference of $124,157 and $122,142

—

Common stock, $0.0001 par value; 100,000,000 shares authorized; 35,150,932 and 30,597,066 issued and outstanding

Additional paid-in capital

634,479

598,022

Accumulated deficit

(550,013)

(763,286)

Accumulated other comprehensive loss

(7,149)

(6,272)

Total BRC Group Holdings, Inc. stockholders’ equity (deficit)

77,321

(171,533)

Noncontrolling interests

59,011

51,271

Total equity (deficit)

136,332

(120,262)

Total liabilities and equity (deficit)

1,854,213

1,706,592

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except share and per share data)

Three Months Ended

March 31,

2026

2025

Revenues:

Services and fees ($5,923 and $3,945 from related parties)

152,122

158,839

Trading gains (losses), net

145,061

(16,171)

Fair value adjustments on loans ($(26) and $(2,146) from related parties)

6,545

(8,096)

Interest income - loans ($— and $696 from related parties)

1,714

3,196

Interest income - securities lending

1,251

840

Sale of goods

45,367

47,455

Total revenues

352,060

186,063

Operating expenses:

Direct cost of services

31,702

42,700

Cost of goods sold

32,365

36,733

Selling, general and administrative expenses

134,348

167,388

Interest expense - Securities lending and loan participations sold

717

719

Total operating expenses

199,132

247,540

Operating income (loss)

152,928

(61,477)

Other income (expense):

Interest income

358

1,486

Dividend income

669

135

Realized and unrealized gains (losses) on investments

105,100

(14,500)

Change in fair value of financial instruments and other

(4,427)

922

Gain on sale and deconsolidation of businesses

—

80,841

Gain on senior note exchange

—

10,532

Income (loss) from equity investments

1,326

(552)

Gain (loss) on extinguishment of debt

2,890

(10,427)

Interest expense

(19,794)

(29,964)

Income (loss) from continuing operations before income taxes

239,050

(23,004)

(Provision for) benefit from income taxes

(16,891)

3,042

Income (loss) from continuing operations

222,159

(19,962)

Income from discontinued operations, net of income taxes

—

3,395

Net income (loss)

222,159

(16,567)

Net income (loss) attributable to noncontrolling interests

8,886

(6,592)

Net income (loss) attributable to BRC Group Holdings, Inc.

213,273

(9,975)

Preferred stock dividends

2,015

Net income (loss) available to common shareholders

211,258

(11,990)

BRC Group Holdings, Inc. | www.brcgh.com

Basic net income (loss) per common share:

Continuing operations

6.62

(0.50)

Discontinued operations

—

0.11

Basic income (loss) per common share

6.62

(0.39)

Diluted net income (loss) per common share:

Continuing operations

6.57

(0.50)

Discontinued operations

—

0.11

Diluted income (loss) per common share

6.57

(0.39)

Weighted average basic common shares outstanding

31,915,854

30,497,512

Weighted average diluted common shares outstanding

32,167,246

30,497,512

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)

Three Months Ended

March 31,

2026

2025

Total revenues

352,060

186,063

Operating revenues adjustments:

Trading (gains) losses, net

(145,061)

16,171

Fair value adjustments on loans

(6,545)

8,096

Fixed income and trading gains attributable to variable rate transactions spread

16,737

3,196

Total operating revenue adjustments

(134,869)

27,463

Operating revenues

217,191

213,526

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)

Three Months Ended

March 31,

2026

2025

Net income (loss) attributable to BRC Group Holdings, Inc.

213,273

(9,975)

Income from discontinued operations, net of income taxes

—

3,395

Net (income) loss attributable to noncontrolling interests

(8,886)

6,592

Income (loss) from continuing operations

222,159

(19,962)

EBITDA Adjustments:

Net (income) loss from continuing operations attributable to noncontrolling interests

(8,886)

6,592

Provision for (benefit from) income taxes

16,891

(3,042)

Interest expense

19,794

29,964

Interest income

(358)

(1,486)

Share based payments

2,440

3,346

Depreciation and amortization

7,589

9,997

Gain on sale and deconsolidation of businesses

—

(80,841)

Gain on senior note exchange

—

(10,532)

(Gain) loss on extinguishment of debt

(2,890)

10,427

Transactions related costs and other

5,412

10,220

Total EBITDA adjustments

39,992

(25,355)

Adjusted EBITDA

262,151

(45,317)

Operating EBITDA Adjustments:

Trading (gains) losses, net

(145,061)

16,171

Fair value adjustments on loans

(6,545)

8,096

Realized and unrealized (gains) losses on investments

(105,100)

14,500

Fixed income and variable rate transaction spread

17,814

3,196

Gains (losses) on investments attributable to non-controlling interest

11,389

(2,256)

Total Operating EBITDA Adjustments

(227,503)

39,707

Operating Adjusted EBITDA

34,648

(5,610)

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)

March 31,

2026

December 31,

2025

Cash, cash equivalents, and restricted cash

178,022

229,277

Due from clearing brokers

43,437

51,000

Securities and other investments owned

639,668

446,843

Securities sold not yet purchased, at fair value

(16,833)

(9,809)

Loans receivable, at fair value

24,927

26,303

Equity investments

90,692

90,433

Noncontrolling interest

(33,393)

(33,305)

Total investments

705,061

520,465

Revolving credit facility

10,708

6,638

Term loans, net

116,673

119,297

Senior notes payable, net

1,171,490

1,301,798

Total debt

1,298,871

1,427,733

Net debt

372,351

626,991

BRC Group Holdings, Inc. | www.brcgh.com

Contacts

Investors

mfrank@brcgh.com

Media

efogerty@brcgh.com

BRC Group Holdings, Inc. | www.brcgh.com

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