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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): April 2, 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
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

 

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. ☐

 

 

 

 

 

 

Item 5.02(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 2, 2026, Robert D’Agostino, a member of the Company’s Board of Directors (“Board”), informed BRC Group Holdings, Inc. (the “Company”) of his decision not to stand for re-election at the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”). Mr. D’Agostino intends to continue to serve as a member of the Board and on his current committees through the end of his current term, which ends on the date of the Annual Meeting. Mr. D’Agostino’s decision to not stand for re-election was not the result of any disagreement with the Company or its management on any matters related to the Company’s operations, policies or practices.

 

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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: April 9, 2026

 

 

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