RILY / BRC Group Holdings, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

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 19, 2026 BRC Group Holdings,

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 19, 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 F

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Exhibit 10.4 Execution Version THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 8, 2026 (the “Third Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

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, I

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 Fi

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

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, toda

As Filed with the U.S. Securities and Exchange Commission on April 10, 2026

As Filed with the U.S. Securities and Exchange Commission on April 10, 2026 Registration No. 333-293348 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT NO. 333-293348 UNDER THE SECURITIES ACT OF 1933 BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 27-0223495 (Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14

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,

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 o TRAN

Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of BRC Group Holdings, Inc. – December 31, 2025

Exhibit 21.1 Subsidiaries of BRC Group Holdings, Inc. – December 31, 2025 Jurisdiction of Organization/ Subsidiary Incorporation B. Riley Acquisition Corp. I Delaware B. Riley Acquisition Corp. II Delaware B. Riley Acquisition Corp. III Delaware B. Riley Acquisition Corp. IV Delaware B. Riley Acquisition Corp. V Delaware B. Riley Acquisition Sponsor Co., I, LLC Delaware B. Riley Acquisition Sponso

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

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

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 Ava

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 –

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.63 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 8, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and each of the persons whose name appears on the signature pages hereto (collectively, the “Holders” and, togeth

POLICY STATEMENT

Exhibit 19.1 POLICY STATEMENT Subject: Insider Trading Date Issued: February 16, 2017 Date Amended: May 21, 2019 Date Amended: April 28, 2022 Date Amended: February 24, 2023 Date Amended: February 20, 2026 Approved by: Board of Directors Date: February 24, 2026 Distribution: All Employees U.S. securities laws make it illegal to trade in the securities of BRC Group Holdings, Inc. (together with its

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.66 CONFIDENTIAL AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of August 25, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and the person whose name appears on the signature pages hereto (the “Holder” and, together with the Company, the “Par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 o TRANSITION REPORT PURSUA

Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.71 Execution Version CONFIDENTIAL AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 9, 2025, is made and entered into by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and the person whose name appears on the signature pages hereto (the “Holder” and, together with t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

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 6, 2026 BRC Group Holdings,

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 6, 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

BRC Group Holdings, Inc. Announces Retirement of Approximately $37.9 Million in Outstanding Debt Through Bond-for-Equity Exchanges and Repurchases Redemption of Approximately $96 Million of 5.50% Senior Notes due 2026 (RILYK) on March 30, 2026 Fourth

Exhibit 99.1 FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Announces Retirement of Approximately $37.9 Million in Outstanding Debt Through Bond-for-Equity Exchanges and Repurchases Redemption of Approximately $96 Million of 5.50% Senior Notes due 2026 (RILYK) on March 30, 2026 Fourth Quarter and Full Year 2025 Financial Results to be Released by March 31, 2026 LOS ANGELES, March 12, 2026 – BRC Gr

TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.1 Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT This Tenth Amendment to Credit Agreement and Amendment to Security Agreement (this “Amendment”) is made as of February 25, 2026, by and among: BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”); the Persons named on Schedule I hereto (individually, a “Guarantor”, and coll

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): February 25, 2026 BRC Group Holdi

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): February 25, 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) (Commiss

As Filed with the U.S. Securities and Exchange Commission on February 10, 2026

As Filed with the U.S. Securities and Exchange Commission on February 10, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 27-0223495 (State of Incorporation) (Primary Standard Industrial Cla

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): February 10, 2026 (September 19,

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): February 10, 2026 (September 19, 2025) BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of in

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): January 27, 2026 BRC GROUP HOLDIN

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): January 27, 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) (Commissi

BRC Group Holdings, Inc. Restores Compliance with Nasdaq Periodic Filing Rule

Exhibit 99.1 BRC Group Holdings, Inc. Restores Compliance with Nasdaq Periodic Filing Rule LOS ANGELES, January 28, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) (“BRC” or the “Company”), a diversified holding company, today announced that on January 27, 2026 the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that it has regained

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): January 29, 2026 BRC GROUP HOLDIN

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): January 29, 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) (Commissi

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 Adjus

Exhibit 99.1 FOR IMMEDIATE RELEASE 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 Co

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): January 14, 2026 BRC GROUP HOLDIN

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): January 14, 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) (Commissi

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): January 20, 2026 BRC GROUP HOLDIN

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): January 20, 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) (Commissi

Amendment No. 1 to Amended And Restated Employment Agreement

Exhibit 10.2 Amendment No. 1 to Amended And Restated Employment Agreement This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of January 15, 2026, by and between BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Alan N. Forman (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and

AMENDMENT NO. 4 TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective January 14, 2026 (the “Effective Date”), among BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the le

AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Exhibit 10.4 AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 6 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of July 25, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS

AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Exhibit 10.5 AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 7 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of August 15, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

AMENDMENT NO. 3 TO KEEPWELL AGREEMENT

Exhibit 10.6 AMENDMENT NO. 3 TO KEEPWELL AGREEMENT This AMENDMENT NO. 3 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of July 25, 2025 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, NATIO

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Exhibit 10.2 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF

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 Periodi

Exhibit 99.1 FOR IMMEDIATE RELEASE 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, January 14, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASD

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of July 11, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (as

SUPPLEMENTAL INDENTURE NO. 2

Exhibit 10.7 Execution Version SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of August 4, 2025, by and among B. Riley Financial, Inc., a Delaware corporation (the “Company”) and GLAS Trust Company LLC, as Trustee and Collateral Agent under the Indenture referred to below. W I T N E S E T H: WHEREAS, the Company, the Trustee and Collateral Agent

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): January 14, 2026 BRC GROUP HOLDIN

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): January 14, 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) (Commissi

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective July 8, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”) an

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data)

Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On April 4, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “Wealth W-2” disposal group, as defined and further described in Note 1 - Description of the Disposition. The una

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 1, 2025 BRC GROUP HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 1, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data)

Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On June 27, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “GlassRatner” disposal group, as defined and further described in Note 1 - Description of the Disposition. The un

BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data)

Exhibit 99.1 BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Unaudited Pro Forma Consolidated Financial Information (Dollars in thousands, except share data) On March 3, 2025, BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”), completed the sale of the “Atlantic Companies” disposal group, as defined and further described in Note 1 - Description of the Disposition.

PURCHASE AGREEMENT by and among B. RILEY WEALTH MANAGEMENT, INC., B. RILEY WEALTH ADVISORS, INC. (F/K/A NATIONAL ASSET MANAGEMENT, INC.) STIFEL, NICOLAUS & COMPANY, INCORPORATED Dated as of October 31, 2024 PURCHASE AGREEMENT

Exhibit 2.1 EXECUTION COPY PURCHASE AGREEMENT by and among B. RILEY WEALTH MANAGEMENT, INC., B. RILEY WEALTH ADVISORS, INC. (F/K/A NATIONAL ASSET MANAGEMENT, INC.) and STIFEL, NICOLAUS & COMPANY, INCORPORATED Dated as of October 31, 2024 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 31, 2024, by and among B. Riley Wealth Management, Inc., a Tennessee c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 3, 2025 BRC GROUP HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 3, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 BRC GROUP HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 BRC GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF BRC GROUP HOLDINGS, INC. a Delaware corporation

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF BRC GROUP HOLDINGS, INC. a Delaware corporation The undersigned does hereby certify that: 1. He is the duly qualified Secretary of BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a duly organized and existing Delaware corporation (the “Corporation”). 2. Effective as of January 1, 2026, the Corporation’s Amended a

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): January 1, 2026 BRC GROUP HOLDING

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): January 1, 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) (Commissio

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “B. RILEY FINANCIAL, INC.”, CHANGING ITS NAME FROM "B. RILEY FINANCIAL, INC." TO "BRC GROUP HOLDINGS, INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2025, AT 2:37 O

BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) The Bank of New York Mellon Trust Company, N.A., as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 1, 2026 to the Indenture dated as of May 7, 2019 5.00% Senior Notes due 2026 5.50%

Exhibit 3.3 BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 1, 2026 to the Indenture dated as of May 7, 2019 5.00% Senior Notes due 2026 5.50% Senior Notes due 2026 6.50% Senior Notes due 2026 5.25% Senior Notes due 2028 6.00% Senior Notes due 2028 EIGHTH SUPPLEMENTAL INDENTU

Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated February 20, 2024.

Exhibit 10.15 KEEPWELL AGREEMENT This KEEPWELL AGREEMENT, dated as of February 20, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among B. RILEY FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY PRINCIPAL INVESTMENTS LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("H

Amendment No. 5 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of May 9, 2025.

Exhibit 10.14 AMENDMENT NO. 5 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 5 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of May 9, 2025 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS U

Registration Rights Agreement by and between B. Riley Financial, Inc., and VR Global Partners, L.P.

Exhibit 10.19 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and VR Global Partners, L.P., a Cayman Islands exempted limited partnership (the “Initial Holder” and, together with any holder pursuant to a Joinder Agreement (as defined be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Second Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of June 10, 2025.

Exhibit 10.7 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 10, 2025 (the “Second Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Lingo”), UNITED ONLINE, INC., a Delaware corporation (“U

Amendment No. 2 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of February 20, 2024.

Exhibit 10.11 AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of February 20, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TA

Amendment No. 2 to Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated May 9, 2025.

Exhibit 10.17 AMENDMENT NO. 2 TO KEEPWELL AGREEMENT This AMENDMENT NO. 2 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of May 9, 2025 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, NATION

Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of October 31, 2023.

Exhibit 10.10 AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of October 31, 2023 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TAR

Form of Warrant, for warrants issued to VR Global Partners, L.P.

Exhibit 10.18 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREO

Great American Contemporary Insurance Company,

Exhibit 10.20 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREO

First Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of May 12, 2025.

Exhibit 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2025 (the “First Amendment Effective Date”), is entered into by and among BRPI ACQUISITION CO LLC, a Delaware limited liability company (“Holdco”), LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Lingo”), UNITED ONLINE, INC., a Delaware corporation (“Unite

Earnings Release dated December 15, 2025

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Reports Second Quarter 2025 Financial Results Second Quarter 2025 Net Income of $137.5 Million in Line with Previous Estimate of $120 Million to $140 Million Second Quarter 2025 Form 10-Q Filed Prior to Nasdaq’s December 23, 2025 Deadline LOS ANGELES, December 15, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a divers

Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company

Exhibit 10.21 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of April 7, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (a

Amendment No. 4 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of November 7, 2024.

Exhibit 10.13 AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of November 7, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TAR

Amendment No. 1 to Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated November 7, 2024.

Exhibit 10.16 AMENDMENT NO. 1 TO KEEPWELL AGREEMENT This AMENDMENT NO. 1 TO KEEPWELL AGREEMENT (this "Amendment") is dated as of November 7, 2024 and is entered into by and among B. Riley FINANCIAL INC., a Delaware corporation ("B. Riley"), B. RILEY Principal Investments LLC, a Delaware limited liability company ("BRPI"), TIGER US HOLDINGS INC., a Delaware corporation ("Holdings"), and PNC BANK, N

Amendment No. 3 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of June 27, 2024.

Exhibit 10.12 AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of June 27, 2024 and is entered into by and among TIGER US HOLDINGS INC., a Delaware corporation ("Holdings" or "Initial Borrower"); TARGUS INTERNATIONAL LLC, a Delaware limited liability company ("TI"), TARGUS

Revolving Credit, Term Loan and Security Agreement among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of October 18, 2022.

Exhibit 10.9 Execution Version REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A LENDER AND AS AGENT) WITH TIGER US HOLDINGS INC. (AS HOLDINGS AND THE INITIAL BORROWER) THE OTHER BORROWERS THAT ARE PARTY HERETO AND THE OTHER LOAN PARTIES THAT ARE PARTY HERETO October 18, 2022 13739273v10 10/18/2022 9:05 AM 4033.900 TABLE OF CONTENTS Page 1.1 Accounting Terms 1

Amendment to Credit Agreement by and among Babcock & Wilcox Enterprises, Inc., the other entities listed in Schedule I thereto, B. Riley Financial, Inc., the Lenders party thereto, and Axos Bank, dated as of June 18, 2025.

Exhibit 10.8 Execution Version AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (this “Amendment”) is made as of June 17, 2025, by and among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (the “Borrower”), the Persons named on Schedule I hereto (the “Guarantors”), B. Riley Financial, Inc. (the “Specified Guarantor”), the LENDERS party hereto, and AXOS BANK, as Administr

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): December 15, 2025 B. RILEY FINANC

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): December 15, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

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): December 1, 2025 B. RILEY FINANCI

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): December 1, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

B. Riley Receives Expected Nasdaq Delinquency Notification; Anticipates Meeting New Filing Deadlines

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Receives Expected Nasdaq Delinquency Notification; Anticipates Meeting New Filing Deadlines ● As previously disclosed, the Nasdaq Hearing Panel granted extended filing deadlines ● Second Quarter 10-Q and Third Quarter 10-Q filing deadlines are December 23, 2025 and January 20, 2026, respectively ● First Quarter 10-Q was filed on November 18, 2025, before

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): November 21, 2025 B. RILEY FINANC

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): November 21, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

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): November 18, 2025 B. Riley FinanC

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): November 18, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of

Exhibit 10.3 AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is entered into effective March 24, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “B

Amended and Restated Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California dated as of January 6, 2025.

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT among BRPI ACQUISITION CO LLC, LINGO MANAGEMENT, LLC, UNITED ONLINE, INC., and YMAX CORPORATION, as the Borrowers, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, as Sole Lead Arranger, Sole Book Manager and Administrative Agent, and THE LENDERS PARTY HERETO Dated as

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and among (i) B. Riley Financial, Inc. (the “Company”), (ii) solely for purposes of Section 3.2, B. Riley Securities, Inc. (“BRS”), and (iii) Bryant R. Riley (“Executive”), effective as of November 8, 2025 (“Effective Date”). WHEREAS, the Company desires to continu

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): November 8, 2025 B. RILEY FINANCI

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): November 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

B. Riley Securities Releases Third Quarter 2025 Business Update and Financial Highlights

Exhibit 99.1 www.brileysecurities.com B. Riley Securities Releases Third Quarter 2025 Business Update and Financial Highlights ARLINGTON, VA, November 6, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business update and certain preliminary financial results for the three-month period ended Septem

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): November 6, 2025 B. RILEY FINANCI

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): November 6, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective October 8, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”)

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): October 8, 2025 B. RILEY FINANCIA

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): October 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

B. Riley Financial Receives Nasdaq Staff Determination Letter; Will Seek Hearing & Continued Listing

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Receives Nasdaq Staff Determination Letter; Will Seek Hearing & Continued Listing LOS ANGELES, October 6, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") today announced that, on October 1, 2025, the Company received a Staff Determination Letter from the Nasdaq Listing Qualifications Staff (the “Staff”) based on the Company's non

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): October 1, 2025 B. RILEY FINANCIA

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): October 1, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUA

Table of Contents i found UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER

Exhibit 10.42 SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of November 10, 2022, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial i

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.43 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2023, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on the

FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.44 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2023, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on

FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.45 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on

TWELFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.19 TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 18, 2024 (the “Twelfth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), th

CREDIT AGREEMENT LINGO MANAGEMENT, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, N.A., as Sole Lead Arranger, Sole Book Manager and Administrative Agent, THE LEND

Exhibit 10.40 Execution Version CREDIT AGREEMENT among LINGO MANAGEMENT, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Secured Guarantors, BANC OF CALIFORNIA, N.A., as Sole Lead Arranger, Sole Book Manager and Administrative Agent, and THE LENDERS PARTY HERETO Dated as of August 16, 2022 BN 71729329v12 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND

POLICY STATEMENT

Exhibit 19.1 POLICY STATEMENT Subject: Insider Trading Date Issued: February 16, 2017 Date Amended: May 21, 2019 Date Amended: April 28, 2022 Date Amended: February 24, 2023 Approved by: Board of Directors Date: February 24, 2023 Distribution: Federal securities laws make it is illegal to trade in the securities of B. Riley Financial, Inc. (“B. Riley” or the “Company”) while in the possession of m

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.53 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions iden

GREAT AMERICAN HOLDINGS, LLC a Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 15, 2024

Exhibit 10.39 GREAT AMERICAN HOLDINGS, LLC a Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 15, 2024 THE UNITS AND OTHER MEMBERSHIP INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTH

TWELFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.52 TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 18, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified

Subsidiaries of B. Riley Financial, Inc. – December 31, 2024

Exhibit 21.1 Subsidiaries of B. Riley Financial, Inc. – December 31, 2024 Jurisdiction of Organization/ Subsidiary Incorporation AAL (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ABJ5, LLC Delaware AGORA (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ANNETNAUS (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California ApisRegina (ASSIGNMENT FOR THE BENEFIT OF CREDITORS) LLC C

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.20 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 18, 2024 (the “Thirteenth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrow

SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.46 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on the

FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER

Exhibit 10.41 FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND JOINDER (this “Amendment”), dated as of September 9, 2022, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial ins

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): September 8, 2025 B. RILEY FINANC

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): September 8, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

Marcum llp / 68 South Service Road / Suite 300 / Melville, NY 11747 / Phone 631.414.4000 / marcumllp.com

Exhibit 16.1 September 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by B. Riley Financial, Inc. under Item 4.01 of its Form 8-K dated September 12, 2025. We agree with the statements concerning our Firm in such Form 8- K; we are not in a position to agree or disagree with other statements of B. Riley Financial,

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): August 20, 2025 B. Riley FinanCIA

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): August 20, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

REVOLVING CREDIT, RECEIVABLES PURCHASE, SECURITY AND GUARANTY AGREEMENT FGI WORLDWIDE LLC (AS LENDER AND AS AGENT) TARGUS INTERNATIONAL LLC, TARGUS US LLC, HYPER PRODUCTS INC., AND TARGUS (CANADA) LTD. (AS BORROWERS) TIGER US HOLDINGS INC. AND TARGUS

Exhibit 10.1 Execution Version REVOLVING CREDIT, RECEIVABLES PURCHASE, SECURITY AND GUARANTY AGREEMENT FGI WORLDWIDE LLC (AS LENDER AND AS AGENT) WITH TARGUS INTERNATIONAL LLC, TARGUS US LLC, HYPER PRODUCTS INC., AND TARGUS (CANADA) LTD. (AS BORROWERS) TIGER US HOLDINGS INC. AND TARGUS US NEWCO INC. (AS GUARANTORS) August 20, 2025 TABLE OF CONTENTS Page I. DEFINITIONS. 1 1.1. Accounting Terms 1 1.

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): August 20, 2025 B. Riley FinanCIA

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): August 20, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

B. Riley Financial Announces Notification of Delinquency with Nasdaq

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, August 22, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the “Company”) today announced it received an expected delinquency notification letter from Nasdaq on August 20, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of

B. Riley Financial Shares Preliminary Fourth Quarter and Full Year 2024 Results and Financial Estimates and Business Update for First Half 2025 First Half 2025 Net Income Available to Common Shareholders Expected to be in the Range of $125.0 Million

Exhibit 99.2 B. Riley Financial Shares Preliminary Fourth Quarter and Full Year 2024 Results and Financial Estimates and Business Update for First Half 2025 First Half 2025 Net Income Available to Common Shareholders Expected to be in the Range of $125.0 Million to $145.0 Million, or $4.08 to $4.74 Diluted Net Income per Common Share As of June 30, 2025, Estimated Cash of $268 Million, Total Debt

B. Riley Securities Provides Post-Carve Out Business Update and Financial Highlights

Exhibit 99.1 www.brileysecurities.com B. Riley Securities Provides Post-Carve Out Business Update and Financial Highlights ARLINGTON, VA, August 7, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business update and certain preliminary financial results for its first full quarter since the previous

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): August 7, 2025 B. RILEY FINANCIAL

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): August 7, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

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): June 27, 2025 B. RILEY FINANCIAL,

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): June 27, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

B. Riley Financial Announces the $117.8 Million Sale of GlassRatner to TorQuest Partners Company Expects to Record Gain on Sale of Approximately $66 Million in Q2 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Announces the $117.8 Million Sale of GlassRatner to TorQuest Partners Company Expects to Record Gain on Sale of Approximately $66 Million in Q2 Financial Results LOS ANGELES, June 27, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“BRF” or the “Company”), a diversified financial services company, today announced it has sold its advisory servic

Equity Purchase Agreement by and among B. Riley Advisory Holdings, LLC, as the GR Seller, B. Riley Advisory US, Inc., as the Farber Seller, B. Riley Financial, Inc. as the Parent, Gallop U.S. Acquireco Inc., as the GR Buyer 1001243443 Ontario Inc., a

Exhibit 2.1 CONFIDENTIAL Execution Version Equity Purchase Agreement by and among B. Riley Advisory Holdings, LLC, as the GR Seller, and B. Riley Advisory US, Inc., as the Farber Seller, and B. Riley Financial, Inc. as the Parent, and Gallop U.S. Acquireco Inc., as the GR Buyer and 1001243443 Ontario Inc., as the Farber Buyer. Dated as of June 27, 2025 Table of Contents Page ARTICLE 1 DEFINITIONS

B. Riley Financial Granted Extension from Nasdaq Regarding Listing Rules Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on For

Exhibit 99.1 B. Riley Financial Granted Extension from Nasdaq Regarding Listing Rules Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025 Expects to Return to Normal Filing Cadence by Fall 2025 LOS ANGELES, June 6, 2025 – B. Riley F

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): June 4, 2025 B. RILEY FINANCIAL,

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): June 4, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F

LETTER

May 30, 2025 Phillip Ahn Chief Financial Officer and Chief Operating Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 10-K for December 31, 2023 File No. 001-37503 Dear Phillip Ahn: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy o

B. Riley Financial Announces Notification of Delinquency with Nasdaq

Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, May 28, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (“BRF” or the "Company") today announced it received an expected delinquency notification letter from Nasdaq on May 21, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing

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Exhibit 10.1 WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIA

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 21, 2025 B. RILEY FINANCIAL,

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 21, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement (as defined below), th

B. RILEY FINANCIAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

Exhibit 10.2 NEITHER THE OPTION (DEFINED BELOW) NOR THE COVERED SHARES (DEFINED BELOW) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (DEFINED BELOW), OR ANY U.S. STATE “BLUE SKY” OR SECURITIES LAWS OR THE SECURITIES LAWS OR REGULATIONS OF ANY NON-U.S. JURISDICTION. SUCH COVERED SHARES CANOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH AP

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 16, 2025 B. RILEY FINANCIAL,

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 16, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F

B. Riley Financial Announces CFO Transition Scott Yessner to Assume Chief Financial Officer Role, Succeeding Phillip Ahn

Exhibit 99.1 B. Riley Financial Announces CFO Transition Scott Yessner to Assume Chief Financial Officer Role, Succeeding Phillip Ahn LOS ANGELES, May 19, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced that Scott Yessner has been appointed Chief Financial Officer, effective June 3, 2025. Mr. Yessner, who has s

B. Riley Securities Provides Business and Financial Update Following Carve-Out Transaction

Exhibit 99.2 B. Riley Securities Provides Business and Financial Update Following Carve-Out Transaction LOS ANGELES, May 19, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business and financial update following its previously announced carve-out transaction with B. Riley Financial, Inc. (“BRF”),

EMPLOYMENT AGREEMENT

Exhibit 10.1 [Execution Copy] EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between B. Riley Financial, Inc. (the “Company”) and Scott Yessner (“Executive”), effective as of May 19, 2025 (“Effective Date”). WHEREAS, the Company desires to retain the services of Executive, and Executive desires to be employed by the Company. NOW, THEREFORE, in consideration of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

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11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: ((310) 966-1444 www.brileyfin.com April 30, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Michael Volley, Amit Pande, Todd K. Schiffman and James Lopez Re: B. Riley Financial, Inc. Response to Comments dated November 1, 2024 File No. 001-37503 Ladies an

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 1, 2025 B. Riley FinanCIAl,

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 1, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

B. Riley Financial Announces Notification of Delinquency with Nasdaq

Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, April 4, 2025 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") today announced it received an expected delinquency notification letter from Nasdaq on April 3, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the

B. RILEY FINANCIAL, INC., as the Issuer THE GUARANTORS PARTY HERETO $87,753,000 8.00% Senior Secured Second Lien Notes due 2028 Dated as of March 26, 2025 GLAS TRUST COMPANY LLC, as Trustee and Collateral Agent TABLE OF CONTENTS

Exhibit 10.1 B. RILEY FINANCIAL, INC., as the Issuer and THE GUARANTORS PARTY HERETO $87,753,000 8.00% Senior Secured Second Lien Notes due 2028 INDENTURE Dated as of March 26, 2025 GLAS TRUST COMPANY LLC, as Trustee and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 46 Section 1.03 Rules of Con

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 26, 2025 B. Riley FinanCIAl

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 26, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

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Exhibit 10.3 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF

FORM OF 8.00% SENIOR SECURED SECOND LIEN NOTE DUE 2028 (Face of Note) 8.00% Senior Secured Second Lien Notes due 2028 [Global Notes Legend]

Exhibit 10.2 FORM OF 8.00% SENIOR SECURED SECOND LIEN NOTE DUE 2028 (Face of Note) 8.00% Senior Secured Second Lien Notes due 2028 [Global Notes Legend] [Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture] [Restricted Notes Legend] [Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture] [Regulation S Global Note Legend

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Holbrook Income Fund, a Delaware statutory trust (the “Initial Holder” and, together with any holder pursuant to a Joinder Agreement (as defined below), the “Holders”). C

LETTER

March 24, 2025 Phillip Ahn Chief Financial Officer and Chief Operating Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Response to Comments dated November 1, 2024 File No. 001-37503 Dear Phillip Ahn: We have reviewed your November 1, 2024 response to our comment letter and have the following comments. Please respond to this le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

B. Riley Financial Announces Carve Out Transaction with B. Riley Securities B. Riley Securities (BRS) to Serve Distinct Needs of Companies Across Middle Market Segments Well Capitalized and Debt Free, BRS to Benefit from Separate Operating and Govern

Exhibit 99.1 B. Riley Financial Announces Carve Out Transaction with B. Riley Securities B. Riley Securities (BRS) to Serve Distinct Needs of Companies Across Middle Market Segments Well Capitalized and Debt Free, BRS to Benefit from Separate Operating and Governance Structures B. Riley Financial to Retain ~89% Ownership Stake in BRS with Remaining Shares Exclusively Held by Employees of BRS in Fo

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 10, 2025 B. Riley FinanCIAl

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 10, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

B. Riley Financial Announces Sale of Atlantic Coast Recycling, LLC for $70 Million in Cash Proceeds

Exhibit 99.1 B. Riley Financial Announces Sale of Atlantic Coast Recycling, LLC for $70 Million in Cash Proceeds LOS ANGELES, March 3, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced it has completed the sale of Atlantic Coast Recycling, LLC for approximately $70 million in cash proceeds. The Company expects to

MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of March 1, 2025, by and among Atlantic Coast Recycling Holdings, Inc., on the one hand, and Atlantic Coast Recycling, LLC, Atlantic Coast Recycling of Ocean County, LLC, ReVal Group, LLC, B. Riley Fina

Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of March 1, 2025, by and among Atlantic Coast Recycling Holdings, Inc., on the one hand, and Atlantic Coast Recycling, LLC, Atlantic Coast Recycling of Ocean County, LLC, ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, Mario Gigante, Infr

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 3, 2025 B. Riley FinanCIAl,

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 3, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Execution version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2025 (this “Agreement”), is made between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto (collectively, the “Initial Holders” and, together with any holder pursuant to a Joinder Agreement

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Exhibit 10.2 Execution Version WARRANT THIS WARRANT AND THE COMMON STOCK, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF

CREDIT AGREEMENT dated as of February 26, 2025 B. RILEY FINANCIAL, INC., as Ultimate Parent, BR FINANCIAL HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME Oaktree fund administration, llc, as Administrative Agent and as Collater

Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of February 26, 2025 among B. RILEY FINANCIAL, INC., as Ultimate Parent, BR FINANCIAL HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME Oaktree fund administration, llc, as Administrative Agent and as Collateral Agent TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Other Interpre

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): February 26, 2025 B. Riley FinanC

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): February 26, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

B. Riley Financial Releases Preliminary Estimates of Unaudited Fourth Quarter 2024 Financial Results Net Income Available to Common Shareholders Expected to be in Range of $48 million to $68 million, or $1.57 to $2.22 Per Diluted Net Income per Commo

Exhibit 99.1 FOR IMMEDIATE RELEASE B. Riley Financial Releases Preliminary Estimates of Unaudited Fourth Quarter 2024 Financial Results Net Income Available to Common Shareholders Expected to be in Range of $48 million to $68 million, or $1.57 to $2.22 Per Diluted Net Income per Common Share LOS ANGELES, March 3, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diver

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 3, 2025 B. RILEY FINANCIAL,

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 3, 2025 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IRS

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): February 24, 2025 B. Riley FinanC

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): February 24, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

Amendment No. 6 to Nomura Credit Agreement, dated

Exhibit 10.6 EXECUTION VERSION CONFIDENTIAL AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective January 3, 2025 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (t

Third Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 3, 2024

Exhibit 10.8 Execution Version THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 3, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender

Fourth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 13, 2024

Exhibit 10.9 Execution Version FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 13, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Len

Fifth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 27, 2024

Exhibit 10.10 Execution Version FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 27, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lend

Lingo Management LLC and Banc of California

Exhibit 10.19 ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identif

Certificate of Correction

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION B. Riley Financial, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1.The name of the corporation is B. Riley Financial, Inc. 2.That a Certificate of Designation of 6.875% Series A Cumulative Perpetual Preferred was filed by the Secretary of State of

Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 30, 2024

Exhibit 10.15 ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2024 (the “Eleventh Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”)

Credit Agreement, dated August 22, 2024

Exhibit 10.11 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 22, 2024 (the “Seventh Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the

Lingo Management LLC and Banc of California

Exhibit 10.18 TENTH AMENDMENT TO CREDIT AGREEMENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 20, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on

Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 20, 2024

Exhibit 10.14 TENTH AMENDMENT TO CREDIT AGREEMENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 20, 2024 (the “Tenth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Aff

Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 13, 2024

Exhibit 10.13 NINTH AMENDMENT TO CREDIT AGREEMENT THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 13, 2024 (the “Ninth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Aff

Amendment No. 5 to Nomura Credit Agreement, dated December 9, 2024

Exhibit 10.5 EXECUTION VERSION CONFIDENTIAL AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective December 9, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (

Certificate of Correction

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CORRECTION B. Riley Financial, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1.The name of the corporation is B. Riley Financial, Inc. 2.That a Certificate of Designation of 7.375% Series B Cumulative Perpetual Preferred was filed by the Secretary of State of

Credit Agreement, dated September 17, 2024

Exhibit 10.4 AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective September 17, 2024 (the “Amendment No. 4 Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the other Loan Parties party hereto, ea

Lingo Management LLC and Banc of California

Exhibit 10.16 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 22, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on

Lingo Management LLC and Banc of California

Exhibit 10.17 NINTH AMENDMENT TO CREDIT AGREEMENT THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 6, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on

Second Amendment to Third Amended and Restated

Exhibit 10.7 Execution Version SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 19, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender

Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated September 6, 2024

Exhibit 10.12 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 6, 2024 (the “Eighth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Kenny Young Consulting Services Agreement

11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com Exhibit 10.20 CONSULTING SERVICES AGREEMENT This CONSULTING SERVICES AGREEMENT (“Agreement”) entered into as of September 20, 2024 (the “Effective Date”) between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Kenny Young (“Consultant”). Recitals WHEREAS, the Company desires to ret

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC Aperio Group, LLC SpiderRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being re

eventh Amendment to Banc of California Credit Agreement, d

Exhibit 10.2 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2024, is entered into by and among LINGO MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Secured Guarantors”), the financial institutions identified on t

Amendment No. 3 to Nomura Credit Agreement, dated May 24, 2024

Exhibit 10.3 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective May 24, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties heret

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

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): January 6, 2025 B. Riley FinanCIA

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): January 6, 2025 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

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): December 9, 2024 B. Riley FinanCI

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): December 9, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

B. Riley Financial Provides Update on Quarterly Filing Process Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Form 10-Q for Period Ended September 30, 2024 Expects to Return to Normal Filing Cadence in 2025

Exhibit 99.1 B. Riley Financial Provides Update on Quarterly Filing Process Announces Notification of Additional Delinquency with Nasdaq for Late Filing of Form 10-Q for Period Ended September 30, 2024 Expects to Return to Normal Filing Cadence in 2025 LOS ANGELES, November 26, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, t

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): November 20, 2024 B. RILEY FINANC

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): November 20, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

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): November 15, 2024 B. Riley FinanC

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): November 15, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

Equity Purchase Agreement, dated October 13, 2024, by and among OCM SSF III Great American PT, L.P., a Delaware limited partnership (“Buyer 1”), Opps XII Great American Holdings, LLC, a Delaware limited liability company (“Buyer 2”), and VOF Great American Holdings, L.P., a Delaware limited partnership (“Buyer 3” and, together with Buyer 1 and Buyer 2, “Buyers” and each a “Buyer”), BR Financial Holdings, LLC, a Delaware limited liability company (“BR Financial”), on behalf of itself and as representative of the Sellers, John Bankert (“Bankert”), Ken Bloore (“Bloore”), Michael Marchlik (“Marchlik,” and, together with BR Financial, Bankert and Bloore, “Sellers” and each, a “Seller”), Great American Holdings, LLC, and, solely for purposes of Section 9.14 therein, B. Riley Financial, Inc.

Exhibit 2.1 Execution Version EQUITY PURCHASE AGREEMENT by and among THE PARTIES IDENTIFIED HEREIN, GREAT AMERICAN HOLDINGS, LLC and, solely for the purposes of Section 9.14, B. Riley Financial Inc. Dated as of October 13, 2024 TABLE OF CONTENTS Page Article I Purchase and Sale; Closing; Closing Deliveries Section 1.01 Purchase and Sale 3 Section 1.02 Time and Place of Closing 3 Section 1.03 Deliv

The Great American Group Launches as New Independent Business Following Formation of Partnership between Oaktree and B. Riley The Great American Group to Leverage 30-Year Track Record to Provide Industry-Leading Valuation, Appraisal, Asset Dispositio

Exhibit 99.1 The Great American Group Launches as New Independent Business Following Formation of Partnership between Oaktree and B. Riley The Great American Group to Leverage 30-Year Track Record to Provide Industry-Leading Valuation, Appraisal, Asset Disposition and Real Estate Services B. Riley to Recognize Gain of Approximately $235 Million on Transaction in Fourth Quarter 2024 Results LOS ANG

TACT / TransAct Technologies Incorporated / B. Riley Financial, Inc. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0221141-13da4brileytrans.htm AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) TransAct Technologies, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 892918103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc.

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): November 13, 2024 B. RILEY FINANC

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): November 13, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

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): November 4, 2024 B. RILEY FINANCI

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): November 4, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

Company Email to Employees

Exhibit 99.1 Company Email to Employees Last night Franchise Group filed for bankruptcy. This is not the outcome we ever envisioned. I feel personally sick about this result. There will likely be no equity recovery for all the constituents that participated, including the B. Riley shareholders, 69 employees, wealth clients and institutions that rolled their shares from the public entity and new in

* * * * *

11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com November 1, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Michael Volley, Amit Pande and John Stickel Re: B. Riley Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Quarter Ended March 31, 2

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): October 25, 2024 B. RILEY FINANCI

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): October 25, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

B. Riley Financial Secures $236 Million in Cash Proceeds from Brands Assets

Exhibit 99.1 B. Riley Financial Secures $236 Million in Cash Proceeds from Brands Assets LOS ANGELES, October 29, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced it and its subsidiary bebe stores, inc. (“bebe”) have completed a transaction for their brand assets yielding approximately $236 million in cash proce

Transfer and Contribution Agreement, dated October 25, 2024, between B. Riley Brand Management, LLC and BR Funding Holdings 2024-1, LLC.

Exhibit 2.1 EXECUTION COPY TRANSFER AND CONTRIBUTION AGREEMENT between B. RILEY BRAND MANAGEMENT LLC as Transferor and BR FUNDING HOLDINGS 2024-1 LLC as Transferee Dated as of October 25, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Terms 4 SECTION 1.3 Computation of Time Periods 4 SECTION 1.4 Interpretation 4 ARTICLE II CONVEYANCES OF TRANSFERRED

Membership Interest Purchase Agreement, dated October 25, 2024, by and among bebe stores, inc., HBN 120, LLC, BB Brand Holdings, LLC and BKST Brand Management, LLC.

Exhibit 2.2 EXECUTION COPY MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among HBN 120, LLC, BEBE STORES, INC., BB BRAND HOLDINGS LLC, and BKST BRAND MANAGEMENT LLC, OCTOBER 25, 2024 TABLE OF CONTENTS Page Article 1 DEFINED TERMS 1 1.1 Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 6 1.3 Other Definitional and Interpretive Matters. 7 Article 2 PURCHASE AND SALE 9 2.1 Purchase and Sa

Second Amendment to Pledge Agreement, dated as of May 6, 2020, made by and between Bryant R. Riley and Axos Bank

Exhibit 3 SECOND AMENDMENT TO PLEDGE AGREEMENT This Second Amendment to Pledge Agreement (this “Amendment”) dated as of May 6, 2020, is made by and between Bryant R.

RILY / B. Riley Financial, Inc. / RILEY BRYANT R - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) B. Riley Financial, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 05580M108 (CUSIP Number) Bryant R. Riley 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and Tel

Pledge Agreement, dated as of March 19, 2019, executed and delivered by Bryant R. Riley in favor of Axos Bank

Exhibit 1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of March 19, 2019, is executed and delivered by Bryant R.

First Amendment to Pledge Agreement, dated as of June 7, 2019, made by and between Bryant R. Riley and Axos Bank

Exhibit 2 FIRST AMENDMENT TO PLEDGE AGREEMENT This First Amendment to Pledge Agreement (this “Amendment”) dated as of June 7, 2019, is made by and between Bryant R.

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): October 30, 2024 B. RILEY FINANCI

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): October 30, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

B. Riley Financial to Establish Partnership with Oaktree in the Great American Group Businesses Concludes Previously Announced Review of Strategic Alternatives for the Great American Group Businesses

Exhibit 99.1 B. Riley Financial to Establish Partnership with Oaktree in the Great American Group Businesses Concludes Previously Announced Review of Strategic Alternatives for the Great American Group Businesses LOS ANGELES, Oct. 14, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (“B. Riley” and the "Company"), a diversified financial services platform, and funds managed by Oaktree Capital Manage

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): October 13, 2024 B. Riley FinanCI

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): October 13, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissi

RILY / B. Riley Financial, Inc. / BlackRock, Inc. Passive Investment

us05580m1080100724.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) B RILEY FINANCIAL INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 05580M108 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

SNCR.L / Synchronoss Technologies, Inc. - Corporate Bond/Note / B. Riley Financial, Inc. - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818)

US05614L4077 / BABCOCK and WILCOX ENTERPRISES INC SER A 7.75% PERP PFD / B. Riley Financial, Inc. - AMENDMENT NO. 18 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0215633-13da18brileybab.htm AMENDMENT NO. 18 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc.

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): September 17, 2024 B. Riley Finan

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): September 17, 2024 B. Riley FinanCIAl, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commis

LETTER

September 23, 2024 Phillip J. Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear Phillip J. Ahn: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures

LETTER

September 20, 2024 Phillip Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Quarter Ended March 31, 2024 File No. 001-37503 Dear Phillip Ahn: We have reviewed your filings and have the following comments. Please respond to this letter within ten

SNCR.L / Synchronoss Technologies, Inc. - Corporate Bond/Note / B. Riley Financial, Inc. - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0213619-13da9brileysyn.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, I

B. Riley Financial Announces Notification of Delinquency with Nasdaq

Exhibit 99.1 B. Riley Financial Announces Notification of Delinquency with Nasdaq LOS ANGELES, August 23, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (the "Company") announced it received an expected delinquency notification letter from Nasdaq on August 21, 2024, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the C

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): August 21, 2024 B. RILEY FINANCIA

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): August 21, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commissio

SNCR.L / Synchronoss Technologies, Inc. - Corporate Bond/Note / B. Riley Financial, Inc. - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818)

Letter to the Board of Directors by the Reporting Person

Exhibit 1 August 15, 2024 Board of Directors of B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Ladies and Gentlemen: As you know, I am the co-founder and largest stockholder of B. Riley Financial, Inc. (“RILY” or the “Company”), owning approximately 24% of the Company’s outstanding common stock. I am also the chairman and co-chief executive officer of the Compan

RILY / B. Riley Financial, Inc. / RILEY BRYANT R - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) B. Riley Financial, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 05580M108 (CUSIP Number) Bryant R. Riley 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 (Name, Address and Tel

SNCR.L / Synchronoss Technologies, Inc. - Corporate Bond/Note / B. Riley Financial, Inc. - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818)

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): August 12, 2024 B. RILEY FINANCIA

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): August 12, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

B. Riley Financial Releases Preliminary Second Quarter 2024 Financial Results Provides Additional Detail on FRG Investment and Other Developments Investor Call Scheduled for Monday, August 12 at 8:30 am ET

Exhibit 99.1 B. Riley Financial Releases Preliminary Second Quarter 2024 Financial Results Provides Additional Detail on FRG Investment and Other Developments Investor Call Scheduled for Monday, August 12 at 8:30 am ET LOS ANGELES, August 12, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today released preliminary financial

US05614L4077 / BABCOCK and WILCOX ENTERPRISES INC SER A 7.75% PERP PFD / B. Riley Financial, Inc. - AMENDMENT NO. 17 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Babcock & Wilcox Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614L100 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-37

Registration Rights Agreement, among Babcock & Wilcox Enterprises, Inc. and B. Riley Financial, Inc., dated July 11, 2024

Exhibit 5 EXECUTION VERSION BABCOCK & WILCOX ENTERPRISES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 11, 2024 among Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and B. Riley Financial Inc., a Delaware corporation (the “Investor”), and each other Person who executes a Joinder as an “Other Holder” (collec

Note Repurchase Agreement (the “Note Repurchase Agreement”) between the Issuer and BRF Investments, LLC & B. Riley Securities, Inc.

Exhibit 5 NOTE REPURCHASE AGREEMENT THIS NOTE REPURCHASE AGREEMENT (this “Repurchase Agreement”) is made and entered into as of June 28, 2024 by and among BRF Investments LLC (“BRF”), B.

SNCR.L / Synchronoss Technologies, Inc. - Corporate Bond/Note / B. Riley Financial, Inc. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Synchronoss Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 par value (Title of Class of Securities) 87157B103 (CUSIP Number) Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818)

Series B Repurchase Agreement (the “Series B Repurchase Agreement”) between the Issuer and BRF Investments, LLC

Exhibit 6 SERIES B REPURCHASE AGREEMENT THIS SERIES B REPURCHASE AGREEMENT (this “Repurchase Agreement”) is made and entered into as of June 28, 2024 by and between BRF Investments, LLC (the “Holder”) and Synchronoss Technologies, Inc.

-1-

11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileyfin.com July 1, 2024 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Suzanne Hayes Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear

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): June 21, 2024 B. RILEY FINANCIAL,

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): June 21, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction (Commission File Number) (IRS

LETTER

United States securities and exchange commission logo June 4, 2024 Phillip J. Ahn Chief Financial Officer B. Riley Financial, Inc. 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503 Dear Phillip J. Ahn: We have reviewed your filing and have the following comments. Please respond to this letter within ten business d

EX-99.25

Rilyo-form25

Sixth Amendment to Banc of California Credit Agreement, dated April 9, 2024

Exhibit 10.5 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2024 (the “Sixth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Affiliate

First Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated March 28, 2024

Execution Version Exhibit 10.3 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2024, is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “U.S. Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (the “Canadian Lender” and together with the U.S. Lender, t

B. Riley Financial Reports First Quarter 2024 Results; Declares Quarterly Dividend of $0.50 per share

Exhibit 99.1 B. Riley Financial Reports First Quarter 2024 Results; Declares Quarterly Dividend of $0.50 per share LOS ANGELES, May 15, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today released financial results for the three-month period ended March 31, 2024. First Quarter 2024 Summary ● Net loss available to common sha

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 15, 2024 B. RILEY FINANCIAL,

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 15, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Amendment No. 2 to Nomura Credit Agreement, dated March 26, 2024

Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective March 26, 2024 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties hereto (the “Lenders”

Amendment No. 1 to Nomura Credit Agreement, dated October 6, 2023

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into effective October 6, 2023 (the “Effective Date”), among B. Riley Financial, Inc., a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders from time to time parties hereto (the “Lenders

Fifth Amendment to Banc of California Credit agreement, dated March 15, 2024

Exhibit 10.4 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 15, 2024 (the “Fifth Amendment Effective Date”), is entered into by and among BRPI Acquisition Co LLC, a Delaware limited liability company, United Online, Inc., a Delaware corporation, YMax Corporation, a Delaware corporation (collectively, the “Borrowers”), the Affiliat

D e b t S ummary

Exhibit 99.2 D e b t S ummary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37503 CUSIP: 05580M 108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

RGF / The Real Good Food Company, Inc. / B. Riley Financial, Inc. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) May 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

B. Riley Financial Regains Compliance with Nasdaq Listing Rule 5250(c)(1)

Exhibit 99.1 B. Riley Financial Regains Compliance with Nasdaq Listing Rule 5250(c)(1) LOS ANGELES, April 26, 2024 – B. Riley Financial, Inc. (Nasdaq: RILY) (the “Company”) announced that the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) in connection with the filing of its 2023 Annual Report on Form 10-K (the “Annual Report”). The Company received notice from The Nasdaq Stoc

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 26, 2024 B. RILEY FINANCIAL

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 26, 2024 B. RILEY FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

B. Riley - Clawback Policy

Exhibit 97.1 POLICY Subject: Clawback Policy Date Issued: Amended: Approved by: Board of Directors Date: November 6, 2023 Distribution: Executive Officers I. BACKGROUND B. Riley Financial, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and

Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan

Exhibit 10.34 B. Riley Financial, Inc. 2021 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Time-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based restricted stock units (“RSUs”) by B. Riley Financial, Inc., a Delaware corporation (together with any Subsidiary, and any successor entity thereto, the “Company”), under the

April 23, 2024 NASDAQ: RILY Fourth Quarter 2023 Supplemental Financial Data Reconciliation of U.S. GAAP to Non - GAAP Measures Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 (Unaudited, dollars in thousands) Total Revenues to Operating Revenue Reconciliatio

Exhibit 99.2 April 23, 2024 NASDAQ: RILY Fourth Quarter 2023 Supplemental Financial Data Reconciliation of U.S. GAAP to Non - GAAP Measures Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 (Unaudited, dollars in thousands) Total Revenues to Operating Revenue Reconciliation $ 342,920 $ 462,312 $ 406,278 $ 432,090 $ 382,092 Total Revenues 41,518 10,587 (42,365) (51,568) 58,670 Revenue Adjustments: Trading lo

Subsidiary List

Exhibit 21.1 Subsidiaries of B. Riley Financial, Inc. – December 31, 2023 Jurisdiction of Organization/ Subsidiary Incorporation 272 Advisors LLC (90% Ownership)* Delaware ABJ5, LLC Delaware AHCAC (Assignment for the Benefit of Creditors), LLC California ANNETNAUS (ASSIGNMENT FOR THE BENEFIT OF CREDITORS), LLC California Atlantic Coast Recycling of Ocean County, LLC Delaware Atlantic Coast Recycli

B. Riley Financial Files 2023 Annual Report on Form 10-K

Exhibit 99.1 B. Riley Financial Files 2023 Annual Report on Form 10-K ● Audit Committee Independent Legal Counsel, Winston & Strawn LLP, Completes Investigation of Relationship Between the Company and Brian Kahn ● Independent Investigation Reaches Same Conclusion of Prior Internal Review Conducted by Sullivan & Cromwell LLP LOS ANGELES, April 24, 2024 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-375