BRC Group Holdings, Inc. Shares Fourth Quarter and Full Year 2025 Preliminary Financial Estimates

Fourth Quarter 2025 Net Income Available to Common Shareholders Expected to be in the Range of $60.0 Million to $65.4 Million; Fourth Quarter 2025 Adjusted EBITDA Expected to be in the Range of $98.9 Million to $109.4 Million

Full Year 2025 Net Income Available to Common Shareholders Expected to be in the Range of $274.5 Million to $279.9 Million; Full Year 2025 Adjusted EBITDA Expected to be in the Range of $225.8 Million to $236.3 Million

LOS ANGELES, Jan. 29, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) ("BRC" or the "Company"), a diversified holding company, today is providing fourth quarter and full year 2025 preliminary financial estimates for the period ended December 31, 2025.

Fourth Quarter 2025 Highlights

Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: "Our strong fourth quarter and full year 2025 preliminary financial estimates demonstrate the broad economic contribution produced by our diverse platform of operating companies and investment holdings. The success achieved in 2025 is the result of executing a complex strategy focused on repositioning our balance sheet and operating platform in the first half of the year and delivering strong operating performance in the second half of the year, which has positioned us for 2026 and beyond. The groundwork laid last year also provides a path towards lowering operating costs, including elevated professional fees booked in 2025.

"Net Debt is expected to range from $609 million and $631 million at December 31, 2025, compared to peak Net Debt of $1.39 billion at September 30, 2024.

"The strength of our company has always been our people, their agility, and their determination to serve our clients and shareholders – and 2025 demonstrated it. We look forward to sharing our 2025 annual audited results in March."

BRC Fourth Quarter 2025 Preliminary Unaudited Estimates Summary

BRC Full Year 2025 Preliminary Unaudited Estimates Summary

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 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) 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.

(2) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of (a) 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) other investment-related expenses.

(3) 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.

(4) 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, (c) equity investments, and (d) 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, 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 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, (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 and variable rate transaction spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of variable rate transaction spread, and other investment related expenses, (iii) 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, equity investments, and other investments reported in prepaid and other assets, (iv) 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.

The following selected financial data reflects the unaudited results of operations for the three months and year ended December 31, 2025 and comparable selected financial data for the comparable periods in 2024 reflecting the recasting of financial information for reporting the sale of Glass Ratner in discontinued operations.

BRC GROUP HOLDINGS, INC.

Selected Balance Sheets Totals

(Unaudited)

(Dollars in thousands)

Preliminary Estimate

December 31,

2025

2024

Low

High

Actual

Total assets

1,694,000

1,724,000

1,783,263

Total liabilities

1,834,500

1,843,500

2,239,279

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statement of Operations (Loss)

(Unaudited)

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

Preliminary Estimate

Three Months Ended

December 31,

2025

2024

Low

High

Actual

Total revenues

271,000

282,500

178,582

Total operating expenses

216,500

220,600

345,373

Other income (expense)

18,500

23,500

(90,345)

Income (loss) from continuing operations before income taxes

73,000

85,400

(257,136)

Provision for income taxes

(8,000)

(13,000)

(4,210)

Income (loss) from continuing operations

65,000

72,400

(261,346)

Income from discontinued operations, net of income taxes

—

255,740

Net income (loss)

65,000

72,400

(5,606)

Net income (loss) attributable to noncontrolling interests

3,000

5,000

(8,498)

Net income attributable to Registrant

62,000

67,400

2,892

Preferred stock dividends

2,000

2,015

Net income available to common shareholders

60,000

65,400

877

Diluted income per common share

1.96

2.14

0.03

Weighted average diluted common shares outstanding

30,597,066

30,499,931

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statement of Operations (Loss)

(Unaudited)

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

Preliminary Estimate

Twelve Months Ended

December 31,

2025

2024

Low

High

Actual

Total revenues

960,236

971,736

746,421

Total operating expenses

890,989

895,089

1,243,968

Other income (expense)

154,091

159,091

(402,849)

Income (loss) from continuing operations before income taxes

223,338

235,738

(900,396)

Provision for income taxes

(9,194)

(14,194)

(22,013)

Income (loss) from continuing operations

214,144

221,544

(922,409)

Income from discontinued operations, net of income taxes

70,841

147,470

Net income (loss)

284,985

292,385

(774,939)

Net income (loss) attributable to noncontrolling interests

2,406

4,406

(10,665)

Net income (loss) attributable to Registrant

282,579

287,979

(764,274)

Preferred stock dividends

8,045

8,060

Net income (loss) available to common shareholders

274,534

279,934

(772,334)

Diluted income (loss) per common share

8.98

9.16

(25.46)

Weighted average diluted common shares outstanding

30,555,258

30,336,274

BRC GROUP HOLDINGS, INC.

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)

Preliminary Estimate

Three Months Ended

December 31,

2025

2024

Low

High

Actual

Net income attributable to Registrant

62,000

67,400

2,892

Income from discontinued operations, net of income taxes

—

255,740

Net (income) loss attributable to noncontrolling interests

(3,000)

(5,000)

8,498

Income (loss) from continuing operations

65,000

72,400

(261,346)

Adjustments:

Net (income) loss from continuing operations attributable to

noncontrolling interests

(3,000)

(5,000)

8,523

Provision for income taxes

8,000

13,000

4,210

Interest expense

20,000

31,113

Interest income

(200)

(708)

Share based payments

3,000

2,063

Depreciation and amortization

8,000

11,175

Restructuring charge

—

100

597

Gain on sale and deconsolidation of businesses

—

484

(Gain) loss on extinguishment of debt

(300)

12,945

Impairment of goodwill and tradenames

—

77,692

Transactions related costs and other

(1,600)

(586)

Total EBITDA adjustments

33,900

37,000

147,508

Adjusted EBITDA

98,900

109,400

(113,838)

Operating EBITDA Adjustments:

Trading (gains) losses, net

(59,000)

(63,000)

6,781

Fair value adjustments on loans

(4,500)

(5,500)

66,238

Realized and unrealized (gains) losses on investments

(35,000)

(38,000)

51,324

Fixed income and variable rate transaction spread

16,900

17,400

4,339

Other investment related expenses

700

366

Total Operating EBITDA Adjustments

(80,900)

(88,400)

129,048

Operating Adjusted EBITDA

18,000

21,000

15,210

BRC GROUP HOLDINGS, INC.

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)

Preliminary Estimate

Twelve Months Ended

December 31,

2025

2024

Low

High

Actual

Net income (loss) attributable to Registrant

282,579

287,979

(764,274)

Income from discontinued operations, net of income taxes

70,841

147,470

Net (income) loss attributable to noncontrolling interests

(2,406)

(4,406)

10,665

Income (loss) from continuing operations

214,144

221,544

(922,409)

Adjustments:

Net (income) loss from continuing operations attributable to

noncontrolling interests

(2,406)

(4,406)

8,920

Provision for income taxes

9,194

14,194

22,013

Interest expense

92,685

133,308

Interest income

(3,669)

(3,600)

Share based payments

12,981

17,437

Depreciation and amortization

35,079

44,932

Restructuring charge

505

605

1,522

Gain on sale and deconsolidation of businesses

(86,213)

(306)

Gain on senior note exchange

(67,208)

—

Loss on extinguishment of debt

21,343

18,725

Impairment of goodwill and tradenames

1,500

105,373

Transactions related costs and other

(2,133)

5,793

Total EBITDA adjustments

11,658

14,758

354,117

Adjusted EBITDA

225,802

236,302

(568,292)

Operating EBITDA Adjustments:

Trading (gains) losses, net

(123,521)

(127,521)

57,007

Fair value adjustments on loans

1,497

497

325,498

Realized and unrealized (gains) losses on investments

(63,472)

(66,472)

263,686

Fixed income and variable rate transaction spread

69,399

69,899

21,300

Other investment related expenses

(91)

1,704

Total Operating EBITDA Adjustments

(116,188)

(123,688)

669,195

Operating Adjusted EBITDA

109,614

112,614

100,903

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)

Preliminary Estimate

December 31,

2025

2024

Low

High

Actual

Cash, cash equivalents, and restricted cash

229,000

247,327

Due from clearing brokers

52,000

30,713

Securities and other investments owned

443,000

463,000

282,325

Securities sold not yet purchased

(10,000)

(5,675)

Loans receivable, at fair value

25,000

27,000

90,103

Loan participations sold

—

(6,000)

Equity investments

90,000

85,464

Other investments reported in prepaid and other assets

—

14,616

Noncontrolling interest

(34,000)

(28,217)

Total investments

514,000

536,000

432,616

Notes payable

—

28,021

Revolving credit facility

7,000

16,329

Term loans, net

119,000

199,429

Senior notes payable, net

1,300,000

1,530,561

Total debt

1,426,000

1,774,340

Net debt

631,000

609,000

1,063,684

Contacts

Investors

Mike Frank

[email protected]

Media

Elizabeth Fogerty

[email protected]

SOURCE BRC Group Holdings, Inc.