BRC Group Holdings, Inc. Reports Third Quarter 2025 Financial Results

Third Quarter 2025 Net Income Available to Common Shareholders of $89.1 Million

Third Quarter 2025 Form 10-Q Filed Prior to Nasdaq's January 20, 2026 Deadline, Bringing SEC Periodic Reporting Current

LOS ANGELES, Jan. 14, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) ("BRC" 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 September 30, 2025.

Third Quarter 2025 Highlights

Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: "We are pleased with the third quarter financial results. B. Riley Securities had a very strong quarter across investment banking, advisory, and research and trading with equity and debt capital raises totaling approximately $10.5 billion while delivering product innovation. Our Communications segment produced strong cash flow, consistent with previous quarters. B. Riley Wealth enhanced products and services for clients, while reducing costs and integrating its back office.

"Our comprehensive transformation efforts across our businesses, operations, and balance sheet throughout 2025 have significantly enhanced our position for 2026.

"The decision to change our name to BRC Group Holdings reflects our evolution over the last three decades from primarily a financial services platform to a portfolio of diverse, distinct companies."

Scott Yessner, Chief Financial Officer of BRC, commented: "With today's filings, BRC has met the continued listing quarterly report filing deadlines required by Nasdaq and brought our SEC periodic reporting current. We want to thank our team and business partners for their unwavering focus and commitment during this demanding period and congratulate our team on the incredible accomplishment of filing three Form 10-Qs in 120 days."

BRC Third Quarter 2025 Financial Results Summary

Three Months Ended

September 30,

(Dollars in thousands, except for share data)

2025

2024

Net income (loss) available to common shareholders

89,068

(286,412)

Basic income (loss) per common share

2.91

(9.39)

Diluted income (loss) per common share

2.91

(9.39)

Three Months Ended

September 30,

(Dollars in thousands)

2025

2024

Operating Revenues (1)

244,102

253,113

Investment Gains (Losses) (2)

33,769

(77,749)

Total Revenues

277,871

175,364

Total Adjusted EBITDA (3)

112,204

(89,524)

Operating Adjusted EBITDA (4)

57,951

12,011

Segment Third Quarter 2025 Financial Results Summary

Segment Revenues

Segment Income (Loss)

Three Months Ended September 30,

(Dollars in thousands)

2025

2024

2025

2024

Capital Markets

$ 116,219

$ (24,690)

$ 60,698

$ (62,319)

Wealth Management

42,403

50,059

7,190

780

Communications

60,366

67,559

12,040

8,307

Consumer Products

46,967

49,793

(1,330)

(3,506)

E-Commerce

8,982

(5,188)

About BRC Group Holdings, Inc.

BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, telecom, 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 telecom 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. BRC 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.

Footnotes

See "Note Regarding Use of Non-GAAP Financial Measures" for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, 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 interest transactions, and (vi) sales of goods.

(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 transactions.

(3) Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of loans, 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 (a) fixed income spread and (b) trading gains attributable to variable rate transactions, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and (iv) other investment-related expenses.

(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 and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, and (c) other investments reported in prepaid and other assets.

Note Regarding Use of Non-GAAP Financial Measures

Certain of the information set forth herein, including Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Operating Revenues, Investment Gains (Losses), 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) 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 loans, 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, (ii) 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 spread and trading gains attributable to variable rate transactions, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and other investment related expenses, (iii) excluding in the case of Operating Revenues, trading gains (losses), net and fair value adjustments on loans less fixed income spread and trading gains attributable to variable rate transactions, (iv) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (v) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, 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.

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. 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, 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 2024 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended March 31, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025 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.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)

September 30,

December 31,

2025

2024

(Unaudited)

Assets

Cash and cash equivalents

184,225

146,852

Restricted cash

1,274

100,475

Due from clearing brokers

148,291

30,713

Securities and other investments owned (includes $245,475 and $215,225 at fair value as of

September 30, 2025 and December 31, 2024, respectively)

315,466

282,325

Securities borrowed

106,777

43,022

Accounts receivable, net of allowance for credit losses of $6,580 and $6,100 as of September 30,

2025 and December 31, 2024, respectively

63,457

68,653

Due from related parties

202

189

Loans receivable, at fair value (includes $27,845 and $51,902 from related parties as of

September 30, 2025 and December 31, 2024, respectively)

55,018

90,103

Prepaid expenses and other assets (includes $118 and $3,449 from related parties as of

September 30, 2025 and December 31, 2024, respectively)

219,401

242,916

Operating lease right-of-use assets

36,263

51,509

Property and equipment, net

18,084

18,679

Goodwill

392,687

Other intangible assets, net

124,645

146,446

Deferred income taxes

1,300

13,598

Assets held for sale

—

84,723

Assets of discontinued operations

2,221

70,373

Total assets

1,669,311

1,783,263

Liabilities and Equity (Deficit)

Liabilities

Accounts payable

41,429

51,238

Accrued expenses and other liabilities

183,395

185,745

Deferred revenue

51,982

58,148

Deferred income taxes

2,328

5,462

Due to related parties and partners

2,595

3,404

Securities sold not yet purchased

22,375

5,675

Securities loaned

89,165

27,942

Operating lease liabilities

44,901

58,499

Notes payable

—

28,021

Loan participations sold

—

6,000

Revolving credit facility

10,167

16,329

Term loans, net

121,924

199,429

Senior notes payable, net

1,311,311

1,530,561

Liabilities held for sale

—

41,505

Liabilities of discontinued operations

830

21,321

Total liabilities

1,882,402

2,239,279

Commitments and contingencies

BRC Group Holdings, Inc. equity (deficit):

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and

outstanding as of September 30, 2025 and December 31, 2024; liquidation preference

of $120,127 and $114,082 as of September 30, 2025 and December 31, 2024, respectively

—

Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931

issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

596,320

589,387

Accumulated deficit

(850,129)

(1,070,996)

Accumulated other comprehensive loss

(6,654)

(6,569)

Total Registrant stockholders' deficit

(260,460)

(488,175)

Noncontrolling interests

47,369

32,159

Total deficit

(213,091)

(456,016)

Total liabilities and deficit

1,669,311

1,783,263

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statement of Operations (Loss)

(Unaudited)

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

Three Months Ended

Nine Months Ended

September 30,

2025

2024

2025

2024

Revenues:

Services and fees (includes $1,319 and $2,227 for the three months ended

September 30, 2025 and 2024 and $9,168 and $7,802 for the nine months

ended September 30, 2025 and 2024 from related parties, respectively)

170,668

174,573

475,279

591,563

Trading gains (losses), net

53,012

(1,238)

64,521

(50,226)

Fair value adjustments on loans (includes $(49) and $(68,768) for the three

months ended September 30, 2025 and 2024 and $(3,185) and $(265,512)

for the nine months ended September 30, 2025 and 2024 from related

parties, respectively)

1,299

(71,477)

(5,997)

(259,260)

Interest income - loans (includes $647 and $7,472 for the three months

ended September 30, 2025 and 2024 and $1,818 and $34,875 for the nine

months ended September 30, 2025 and 2024 from related parties,

respectively)

2,094

11,251

9,143

51,894

Interest income - securities lending

2,523

7,007

5,487

69,614

Sale of goods

48,275

55,248

140,803

164,254

Total revenues

277,871

175,364

689,236

567,839

Operating expenses:

Direct cost of services

31,291

49,659

107,207

168,008

Cost of goods sold

35,001

40,312

106,847

118,897

Selling, general and administrative expenses

143,892

161,075

453,649

518,029

Restructuring charge

184

116

505

925

Impairment of goodwill and tradenames

—

1,500

27,681

Interest expense - Securities lending and loan participations sold

2,094

6,359

4,781

65,055

Total operating expenses

212,462

257,521

674,489

898,595

Operating income (loss)

65,409

(82,157)

14,747

(330,756)

Other income (expense):

Interest income

1,491

1,432

3,469

2,892

Dividend income

564

675

821

4,139

Realized and unrealized gains (losses) on investments

32,756

(22,197)

28,472

(212,362)

Change in fair value of financial instruments and other

(3,314)

—

9,492

—

Gain on sale and deconsolidation of businesses

—

476

86,213

790

Gain on senior note exchange

12,222

—

67,208

—

Income from equity investments

9,193

34,244

Loss on extinguishment of debt

(950)

(5,900)

(21,643)

(5,780)

Interest expense

(18,769)

(32,996)

(72,685)

(102,195)

Income (loss) from continuing operations before income taxes

98,602

(140,661)

150,338

(643,260)

Provision for income taxes

(1,183)

(9,950)

(1,194)

(17,803)

Income (loss) from continuing operations

97,419

(150,611)

149,144

(661,063)

(Loss) income from discontinued operations, net of income taxes

(1,866)

(136,987)

70,841

(108,270)

Net income (loss)

95,553

(287,598)

219,985

(769,333)

Net income (loss) attributable to noncontrolling interests

4,470

(3,201)

(594)

(2,167)

Net income (loss) attributable to Registrant

91,083

(284,397)

220,579

(767,166)

Preferred stock dividends

2,015

6,045

Net income (loss) available to common shareholders

89,068

(286,412)

214,534

(773,211)

Basic income (loss) per common share:

Continuing operations

2.97

(5.02)

4.70

(22.01)

Discontinued operations

(0.06)

(4.37)

2.32

(3.52)

Basic income (loss) per common share

2.91

(9.39)

7.02

(25.53)

Diluted income (loss) per common share:

Continuing operations

2.97

(5.02)

4.70

(22.01)

Discontinued operations

(0.06)

(4.37)

2.32

(3.52)

Diluted income (loss) per common share

2.91

(9.39)

7.02

(25.53)

Weighted average basic common shares outstanding

30,597,066

30,499,931

30,541,169

30,281,324

Weighted average diluted common shares outstanding

30,597,066

30,499,931

30,541,169

30,281,324

BRC GROUP HOLDINGS, INC.

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)

Three Months Ended

Nine Months Ended

September 30,

2025

2024

2025

2024

Total revenues

277,871

175,364

689,236

567,839

Operating revenues adjustments:

Trading (gains) losses, net

(53,012)

1,238

(64,521)

50,226

Fair value adjustments on loans

(1,299)

71,477

5,997

259,260

Fixed income spread

2,925

5,034

9,509

16,961

Trading gains attributable to variable rate transactions

17,617

—

25,939

—

Total revenues adjustments

(33,769)

77,749

(23,076)

326,447

Operating revenues

244,102

253,113

666,160

894,286

BRC GROUP HOLDINGS, INC.

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)

Three Months Ended

Nine Months Ended

September 30,

2025

2024

2025

2024

Net income (loss) attributable to Registrant

91,083

(284,397)

220,579

(767,166)

(Loss) income from discontinued operations, net of income taxes

(1,866)

(136,987)

70,841

(108,270)

Net (income) loss attributable to noncontrolling interests

(4,470)

3,201

594

2,167

Income (loss) from continuing operations

97,419

(150,611)

149,144

(661,063)

Adjustments:

Net (income) loss from continuing operations attributable to

noncontrolling interests

(4,470)

(624)

594

397

Provision for income taxes

1,183

9,950

1,194

17,803

Interest expense

18,769

32,996

72,685

102,195

Interest income

(1,491)

(1,432)

(3,469)

(2,892)

Share based payments

2,401

2,121

9,981

15,374

Depreciation and amortization

8,434

11,064

27,079

33,757

Restructuring charge

184

116

505

925

Gain on sale and deconsolidation of businesses

—

(476)

(86,213)

(790)

Gain on senior note exchange

(12,222)

—

(67,208)

—

Loss on extinguishment of loans

950

5,900

21,643

5,780

Impairment of goodwill and tradenames

—

1,500

27,681

Transactions related costs and other

1,047

1,472

(533)

6,379

Total EBITDA adjustments

14,785

61,087

(22,242)

206,609

Adjusted EBITDA

112,204

(89,524)

126,902

(454,454)

Operating EBITDA Adjustments:

Trading (gains) losses, net

(53,012)

1,238

(64,521)

50,226

Fair value adjustments on loans

(1,299)

71,477

5,997

259,260

Realized and unrealized (gains) losses on investments

(32,756)

22,197

(28,472)

212,362

Fixed income spread

2,925

5,034

9,509

16,961

Trading gains and realized and unrealized gains on investments

attributable to variable rate transactions

29,285

—

42,990

—

Other investment related expenses

604

1,589

1,671

1,338

Total Operating EBITDA Adjustments

(54,253)

101,535

(32,826)

540,147

Operating Adjusted EBITDA

57,951

12,011

94,076

85,693

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)

September 30,

December 31,

2025

2024

Cash, cash equivalents, and restricted cash

185,499

247,327

Due from clearing brokers

148,291

30,713

Securities and other investments owned

315,466

282,325

Securities sold not yet purchased

(22,375)

(5,675)

Loans receivable, at fair value

55,018

90,103

Loan participations sold

—

(6,000)

Other investments reported in prepaid and other assets

92,412

100,080

Noncontrolling interest

(33,811)

(28,217)

Total investments

406,710

432,616

Notes payable

—

28,021

Revolving credit facility

10,167

16,329

Term loans, net

121,924

199,429

Senior notes payable, net

1,311,311

1,530,561

Total debt

1,443,402

1,774,340

Net debt

702,902

1,063,684

Contacts

Investors

[email protected]

Media

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SOURCE BRC Group Holdings, Inc.