Form 8-K

8-K — BRC Group Holdings, Inc.

Accession: 0001464790-26-000022

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rily-20260331.htm (Primary)

EX-99.1 (rily-20251231xex991.htm)

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8-K

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): March 31, 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 March 31, 2026, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) issued a press release reporting its financial results for the fiscal quarter and year ended December 31, 2025. 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 March 31, 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: March 31, 2026

EX-99.1

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Document

FOR IMMEDIATE RELEASE

BRC Group Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results

Fourth Quarter 2025 Net Income Available to Common Shareholders of $84.8 Million;

Fourth Quarter 2025 Adjusted EBITDA of $104.2 Million

Full Year 2025 Net Income Available to Common Shareholders of $299.4 Million;

Full Year 2025 Adjusted EBITDA of $231.1 Million

LOS ANGELES, March 31, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRCGH” or the “Company”), a diversified holding company, today announced the filing of its Annual Report on Form 10-K for the three and twelve-month periods ended December 31, 2025.

Fourth Quarter & Full Year 2025 Highlights

•Strong fourth quarter and full year 2025 financial performance was driven by investment appreciation, strategic asset dispositions and operating segment performance while accomplishing a comprehensive balance sheet and operating platform transformation.

•Total debt reduced significantly by $346.6 million to $1.43 billion through senior note exchanges, redemption of senior notes, term loan repayments, and other debt paydowns.

•Net Debt(5) declined substantially by $75.9 million in the fourth quarter 2025 and $436.7 million in the full year 2025, to $627.0 million at December 31, 2025, which was primarily achieved through asset sales, investment appreciation, and senior note exchanges.

•Completed several strategic and operational objectives throughout the year including the sale of GlassRatner and Atlantic Coast Recycling, generating proceeds that were applied to debt reduction and funding operations.

•Successfully transitioned to new chief financial officer in June and independent auditor in September, and brought all SEC financial reporting current, filing three 2025 10-Qs between November 2025 and January 2026. Regained compliance with Nasdaq’s Periodic Filing Rule in January 2026.

•Fourth quarter and full year 2025 results fall within or above estimates provided on January 29, 2026 and updated on March 17, 2026, which are summarized in table Preliminary Estimates vs. Actual Financial Results.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRCGH, commented: “Strong fourth quarter and full year 2025 financial results were delivered across our diverse platform of operating companies and investment holdings. The capital markets and financial services businesses performed well, overcoming difficult market conditions in the first half of 2025. The Communications Business Group (Lingo, magicJack, Marconi Wireless, and UOL) exceeded expectations, delivering high quality earnings and strong cash flows. And, the investment holdings portfolio appreciated meaningfully with improving underlying fundamentals going into 2026.

Transitioning to the 2026 outlook, Riley added: “We enter 2026 with a great opportunity to expand our capacity to serve clients, drive earnings across our operating businesses, increase our investment portfolio value, drive down corporate costs, and continue to reduce debt. We have unique middle market and small cap market experiences and capabilities to deliver complex, specialized capital solutions, advise companies, and acquire businesses. With many operating distractions resolved in 2025, we are positioned to capitalize on market opportunities while we drive enterprise-wide efficiencies.

“As we approach our 30th year in business, we wanted to congratulate our team on a great year and look to continue to leverage their agility and determination to serve our clients and shareholders.”

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

BRC Fourth Quarter and Full Year 2025 Financial Results Summary

Three Months Ended December 31,

Twelve Months Ended December 31,

(Dollars in thousands, except for share data)

2025

2024

2025

2024

Net income (loss) available to common shareholders

84,821

877

299,355

(772,334)

Basic income (loss) per common share

2.77

0.02

9.80

(25.46)

Diluted income (loss) per common share

2.77

0.02

9.80

(25.46)

Three Months Ended December 31,

Twelve Months Ended December 31,

(Dollars in thousands)

2025

2024

2025

2024

Operating Revenues (1)

224,673

255,940

890,833

1,150,226

Investment Gains (Losses) (2)

53,690

(77,358)

76,766

(403,805)

Total Revenues

278,363

178,582

967,599

746,421

Total Adjusted EBITDA (3)

104,213

(113,838)

231,115

(568,292)

Operating Adjusted EBITDA (4)

20,473

15,210

112,088

100,903

•Net income available to common shareholders was $84.8 million in the fourth quarter 2025, up from $0.9 million in the fourth quarter 2024. Net income available to common shareholders was $299.4 million in the full year 2025, up from a net loss of $(772.3) million in the full year 2024. The increase for the full year 2025 compared to the same year ago period was primarily driven by investment appreciation, gain on sale and deconsolidation of businesses, gain on senior note exchanges, and lower operating expenses.

•Revenues were $278.4 million in the fourth quarter 2025, up from $178.6 million in the fourth quarter 2024. Revenues were $967.6 million in the full year 2025, up from $746.4 million in the full year 2024. The increase for the full year 2025 compared to the same year ago period was primarily driven by investment appreciation.

•Adjusted EBITDA(3) was $104.2 million in the fourth quarter 2025, up from $(113.8) million in the fourth quarter 2024. Adjusted EBITDA was $231.1 million in the full year 2025, up from $(568.3) million in the full year 2024.

•Operating Adjusted EBITDA(4) was $20.5 million in the fourth quarter 2025, up from $15.2 million in the fourth quarter 2024. Operating Adjusted EBITDA was $112.1 million in the full year 2025, up from $100.9 million in the full year 2024.

•Total debt was $1.43 billion, with Net Debt(5) of $627.0 million, at December 31, 2025, down from $1.77 billion and $1.06 billion, respectively, at December 31, 2024. The reduction in Net Debt was primarily due to asset sales, investment appreciation, and senior note exchanges.

•Cash, cash equivalents, and restricted cash was $229.3 million at December 31, 2025, down from $247.3 million at December 31, 2024.

•Securities and other investments owned were $446.8 million and Total Investments(6) were $520.5 million at December 31, 2025, up from $282.3 million and $432.6 million at December 31, 2024, respectively. The increase was primarily attributable to appreciation in public equities.

•Basic and diluted earnings per common share (EPS) were $2.77 in the fourth quarter 2025, compared to $0.02 in the fourth quarter 2024. Basic and diluted EPS were $9.80 in the full year 2025, up from $(25.46) in the full year 2024.

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

Segment Operations Fourth Quarter and Full Year 2025 Financial Results Summary

Three Months Ended December 31,

Twelve Months Ended December 31,

(Dollars in thousands)

2025

2024

2025

2024

Segment Revenues

Capital Markets

92,588

48,364

264,712

217,668

Wealth Management

47,270

48,032

175,572

200,746

Lingo

42,998

41,878

164,148

195,886

magicJack

9,025

10,163

37,934

42,845

Marconi Wireless

7,937

10,078

34,784

41,207

UOL

3,008

3,769

13,145

15,133

Consumer Products

49,186

49,858

181,540

202,597

Segment Income (Loss)

Capital Markets

53,230

3,836

89,486

(18,783)

Wealth Management

7,651

2,303

15,246

6,430

Lingo

3,846

1,379

13,136

326

magicJack

4,253

4,265

18,567

18,431

Marconi Wireless

3,302

1,782

9,410

9,833

UOL

1,421

1,864

6,302

5,728

Consumer Products

(3,970)

(16,145)

(16,345)

(52,367)

•Capital Markets segment revenues increased to $92.6 million in the fourth quarter 2025, up from $48.4 million in the fourth quarter 2024. Segment income increased to $53.2 million in the fourth quarter 2025, up from $3.8 million in the fourth quarter 2024. Segment revenues increased to $264.7 million in the full year 2025, up from $217.7 million in the full year 2024. Segment income increased to $89.5 million in the full year 2025, up from segment loss of $(18.8) million in the full year 2024. Revenues and segment income increased year-over-year, driven by higher trading gains from investment appreciation and underwriting activities. In the first half of 2025, the core investment banking and advisory business navigated a challenging market environment and the carve out transaction, with performance improving in the second half of 2025 in line with broader industry trends.

•Wealth Management segment revenues decreased to $47.3 million in the fourth quarter 2025, down from $48.0 million in the fourth quarter 2024. Segment income increased to $7.7 million in the fourth quarter 2025, up from $2.3 million in the fourth quarter 2024. Segment revenues decreased to $175.6 million in the full year 2025, down from $200.7 million in the full year 2024. Segment income increased to $15.2 million in the full year 2025, up from $6.4 million in the full year 2024. In addition to advisory and brokerage fees, the segment benefited from gains in structured equity products and carried interest appreciation during the year. In 2025, the Company completed the strategic sale of a portion of its advisory business to Stifel, which was the primary driver of the revenue decline. Despite lower assets under management, profitability improved through cost reductions and back-office integration. B. Riley Wealth had approximately $13.0 billion of client assets under management at December 31, 2025.

•Communications Business Group (“CBG”) (Lingo, magicJack, Marconi Wireless, and UOL Reportable Segments), revenues, on a combined basis, decreased to $63.0 million in the fourth quarter 2025, down from $65.9 million in the fourth quarter 2024. On a combined basis, CBG generated income of $12.8 million for the fourth quarter 2025, up from $9.3 million in the fourth quarter 2024. On a combined basis, CBG revenues decreased to $250.0 million in the full year 2025, down from $295.1 million in the full year 2024. On a combined basis, CBG generated income of $47.4 million in the full year 2025, up from $34.3 million in the full year 2024. The revenue decline was in line with expectations, and the Company’s efficient operating platform absorbed the financial impact through disciplined cost management.

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

•Consumer Products segment revenues slightly decreased to $49.2 million in the fourth quarter 2025, down from $49.9 million in the fourth quarter 2024. Segment loss decreased to $(4.0) million in the fourth quarter 2025, down from $(16.1) million in the fourth quarter 2024. Segment revenues decreased to $181.5 million in the full year 2025, down from $202.6 million in the full year 2024. Segment loss decreased to $(16.3) million in the full year 2025, down from $(52.4) million in the full year 2024. Quarterly revenues were flat year-over-year, signaling early signs of market stabilization. Inventory levels and shrink have normalized.

The Company’s former Communication segment has been separated into four reportable segments, which are aggregated and described as the Communications Business Group. The Capital Markets segment had a few investment entities reclassified as non-reportable segments. These entities are now captured in Corporate and All Other.

Fourth Quarter and Full Year 2025 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: Tuesday, March 31, 2026

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

Register for the call at https://evercall.co/oacc/83354 or on the Company’s website at ir.brcgh.com under Events and Presentations. An audio recording will be made available for replay until April 14, 2026.

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 other investment related expenses, (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

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

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, 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.

(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 (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.

(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 ability to reduce debt, expectations regarding our future business and expected revenue growth and the appreciation of our investment portfolio. 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 2025 Annual Report on Form 10-K under the captions

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

“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.

Consolidated Balance Sheets

(Dollars in thousands, except share and par value)

December 31,

2025

December 31,

2024

Assets

Assets:

Cash and cash equivalents

226,601

146,852

Restricted cash

2,676

100,475

Due from clearing brokers

51,000

30,713

Securities and other investments owned ($382,461 and $215,225 at fair value)

446,843

282,325

Securities borrowed

114,937

43,022

Accounts receivable, net of allowance for credit losses of $6,108 and $6,100

55,473

68,653

Due from related parties

—

189

Loans receivable, at fair value ($2,835 and $51,902 from related parties)

26,303

90,103

Equity investments

90,433

85,487

Prepaid expenses and other assets ($— and $3,449 from related parties)

128,650

157,429

Operating lease right-of-use assets

32,109

51,509

Property and equipment, net

17,606

18,679

Goodwill

392,687

Other intangible assets, net

118,290

146,446

Deferred income taxes

763

13,598

Assets held for sale

—

84,723

Assets of discontinued operations

2,221

70,373

Total assets

1,706,592

1,783,263

Liabilities and Equity (Deficit)

Liabilities:

Accounts payable

41,463

51,238

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

154,780

185,745

Deferred revenue

49,907

58,148

Deferred income taxes

4,109

5,462

Due to related parties and partners

—

3,404

Securities sold not yet purchased, at fair value

9,809

5,675

Securities loaned

97,321

27,942

Operating lease liabilities

40,902

58,499

Notes payable

—

28,021

Loan participations sold

—

6,000

Revolving credit facility

6,638

16,329

Term loans, net

119,297

199,429

Senior notes payable, net

1,301,798

1,530,561

Liabilities held for sale

—

41,505

Liabilities of discontinued operations

830

21,321

Total liabilities

1,826,854

2,239,279

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

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 $122,142 and $114,082

—

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

Additional paid-in capital

598,022

589,387

Accumulated deficit

(763,286)

(1,070,996)

Accumulated other comprehensive loss

(6,272)

(6,569)

Total BRC Group Holdings, Inc. stockholders’ deficit

(171,533)

(488,175)

Noncontrolling interests

51,271

32,159

Total deficit

(120,262)

(456,016)

Total liabilities and deficit

1,706,592

1,783,263

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

BRC GROUP HOLDINGS, INC.

Consolidated Statements of Operations

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

Three Months Ended December 31,

Twelve Months Ended December 31,

2025

2024

2025

2024

(Unaudited)

Revenues:

Services and fees (includes $3,375 and $10,773 for the three months ended December 31, 2025 and 2024 and $12,543 and $18,575 for the twelve months ended December 31, 2025 and 2024 from related parties, respectively)

158,557

191,741

633,836

783,304

Trading gains (losses), net

61,009

(6,781)

125,530

(57,007)

Fair value adjustments on loans (includes $5,246 and $(63,159) for the three months ended December 31, 2025 and 2024 and $2,061 and $(328,671) for the twelve months ended December 31, 2025 and 2024 from related parties, respectively)

5,549

(66,238)

(448)

(325,498)

Interest income - loans (includes $92 and $(1,689) for the three months ended December 31, 2025 and 2024 and $1,910 and $33,186 for the twelve months ended December 31, 2025 and 2024 from related parties, respectively)

1,431

2,247

10,574

54,141

Interest income - securities lending

1,506

1,248

6,993

70,862

Sale of goods

50,311

56,365

191,114

220,619

Total revenues

278,363

178,582

967,599

746,421

Operating expenses:

Direct cost of services

32,210

45,893

139,417

213,901

Cost of goods sold

38,517

48,737

145,364

167,634

Selling, general and administrative expenses

146,099

171,381

599,748

689,410

Restructuring charge

(310)

597

195

1,522

Impairment of goodwill and tradenames

—

77,692

1,500

105,373

Interest expense - Securities lending and loan participations sold

1,013

1,073

5,794

66,128

Total operating expenses

217,529

345,373

892,018

1,243,968

Operating income (loss)

60,834

(166,791)

75,581

(497,547)

Other income (expense):

Interest income

241

708

3,710

3,600

Dividend income

997

323

1,818

4,462

Realized and unrealized gains (losses) on investments

34,246

(51,324)

62,718

(263,686)

Change in fair value of financial instruments and other

1,857

4,471

11,349

4,471

(Loss) gain on sale and deconsolidation of businesses

—

(484)

86,213

306

Gain on senior note exchange

—

67,208

—

Income from equity investments

752

34,996

Gain (loss) on extinguishment of debt

345

(12,945)

(21,298)

(18,725)

Interest expense

(20,051)

(31,113)

(92,736)

(133,308)

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

Income (loss) from continuing operations before income taxes

79,221

(257,136)

229,559

(900,396)

Benefit from (provision for) income taxes

11,079

(4,210)

9,885

(22,013)

Income (loss) from continuing operations

90,300

(261,346)

239,444

(922,409)

Income from discontinued operations, net of income taxes

—

255,740

70,841

147,470

Net income (loss)

90,300

(5,606)

310,285

(774,939)

Net income (loss) attributable to noncontrolling interests

3,464

(8,498)

2,870

(10,665)

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

86,836

2,892

307,415

(764,274)

Preferred stock dividends

2,015

8,060

Net income (loss) available to common shareholders

84,821

877

299,355

(772,334)

Basic net income (loss) per common share:

Continuing operations

2.77

(8.36)

7.48

(30.38)

Discontinued operations

—

8.38

2.32

4.92

Basic income (loss) per common share

2.77

0.02

9.80

(25.46)

Diluted net income (loss) per common share:

Continuing operations

2.77

(8.36)

7.48

(30.38)

Discontinued operations

—

8.38

2.32

4.92

Diluted income (loss) per common share

2.77

0.02

9.80

(25.46)

Weighted average basic common shares outstanding

30,597,066

30,499,931

30,555,258

30,336,274

Weighted average diluted common shares outstanding

30,597,066

30,499,931

30,555,258

30,336,274

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

BRC GROUP HOLDINGS, INC.

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)

Three Months Ended December 31,

Twelve Months Ended December 31,

2025

2024

2025

2024

Total revenues

278,363

178,582

967,599

746,421

Operating revenues adjustments:

Trading (gains) losses, net

(61,009)

6,781

(125,530)

57,007

Fair value adjustments on loans

(5,549)

66,238

448

325,498

Fixed income and trading gains attributable to variable rate transactions spread

12,868

4,339

48,316

21,300

Total operating revenue adjustments

(53,690)

77,358

(76,766)

403,805

Operating revenues

224,673

255,940

890,833

1,150,226

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 December 31,

Twelve Months Ended December 31,

2025

2024

2025

2024

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

86,836

2,892

307,415

(764,274)

Income from discontinued operations, net of income taxes

—

255,740

70,841

147,470

Net (income) loss attributable to noncontrolling interests

(3,464)

8,498

(2,870)

10,665

Income (loss) from continuing operations

90,300

(261,346)

239,444

(922,409)

EBITDA Adjustments:

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

(3,464)

8,523

(2,870)

8,920

(Benefit from) provision for income taxes

(11,079)

4,210

(9,885)

22,013

Interest expense

20,051

31,113

92,736

133,308

Interest income

(241)

(708)

(3,710)

(3,600)

Share based payments

2,955

2,063

12,936

17,437

Depreciation and amortization

7,942

11,175

35,021

44,932

Restructuring charge

(310)

597

195

1,522

Loss (gain) on sale and deconsolidation of businesses

—

484

(86,213)

(306)

Gain on senior note exchange

—

(67,208)

—

(Gain) loss on extinguishment of debt

(345)

12,945

21,298

18,725

Impairment of goodwill and tradenames

—

77,692

1,500

105,373

Transactions related costs and other

(1,596)

(586)

(2,129)

5,793

Total EBITDA adjustments

13,913

147,508

(8,329)

354,117

Adjusted EBITDA

104,213

(113,838)

231,115

(568,292)

Operating EBITDA Adjustments:

Trading (gains) losses, net

(61,009)

6,781

(125,530)

57,007

Fair value adjustments on loans

(5,549)

66,238

448

325,498

Realized and unrealized (gains) losses on investments

(34,246)

51,324

(62,718)

263,686

Fixed income and variable rate transaction spread

17,371

4,339

69,870

21,300

Other investment related expenses

(307)

366

(1,097)

1,704

Total Operating EBITDA Adjustments

(83,740)

129,048

(119,027)

669,195

Operating Adjusted EBITDA

20,473

15,210

112,088

100,903

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

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)

December 31,

2025

December 31,

2024

Cash, cash equivalents, and restricted cash

229,277

247,327

Due from clearing brokers

51,000

30,713

Securities and other investments owned

446,843

282,325

Securities sold not yet purchased, at fair value

(9,809)

(5,675)

Loans receivable, at fair value

26,303

90,103

Loans participations sold

—

(6,000)

Equity investments

90,433

85,487

Other investments reported in prepaid and other assets

—

14,593

Noncontrolling interest

(33,305)

(28,217)

Total investments

520,465

432,616

Notes payable

—

28,021

Revolving credit facility

6,638

16,329

Term loans, net

119,297

199,429

Senior notes payable, net

1,301,798

1,530,561

Total debt

1,427,733

1,774,340

Net debt

626,991

1,063,684

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

BRC GROUP HOLDINGS, INC.

Preliminary Estimates vs. Actual Financial Results

(Unaudited)

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

Preliminary Estimate

Three Months Ended December 31,

2025

Low

High

Actual

Total revenues

271,000

282,500

278,363

Total operating expenses

216,500

220,600

217,529

Other income

18,500

23,500

18,387

Income from continuing operations

65,000

72,400

90,300

Net income available to common shareholders

60,000

65,400

84,821

Diluted income per common share

1.96

2.14

2.77

Weighted average diluted common shares outstanding

30,597,066

BRC GROUP HOLDINGS, INC.

Preliminary Estimates vs. Actual Financial Results

(Unaudited)

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

Preliminary Estimate

Twelve Months Ended December 31,

2025

Low

High

Actual

Total revenues

966,000

968,000

967,599

Total operating expenses

897,000

892,000

892,018

Other income

153,000

155,000

153,978

Income from continuing operations

233,000

241,000

239,444

Net income available to common shareholders

293,000

301,000

299,355

Diluted income per common share

9.60

9.86

9.80

Weighted average diluted common shares outstanding

30,555,258

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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