KELLEHER THOMAS J /ADV 4

What Happened

• Thomas J. Kelleher, Co-CEO of BRC Group Holdings, had 22,440 shares withheld by the company to satisfy tax withholding obligations related to vested Restricted Stock Units (RSUs). The withheld shares were valued at $7.23 each, totaling approximately $162,241. This filing reflects a tax-withholding disposition (transaction code F), not an open-market sale by the insider.

Key Details

• Transaction date: 2026-04-13; Filing date: 2026-04-15 (timely filing).
• Transaction: 22,440 shares withheld and remitted for taxes at $7.23 per share; total ≈ $162,241.
• Transaction code: F (shares withheld to pay tax liability upon vesting of RSUs).
• Footnote F1: Shares withheld relate to RSUs granted on Feb 24, 2023 and Mar 4, 2024.
• Other footnotes (F2–F7): Indicate certain shares are held in a family trust, a self-directed IRA, and accounts where family members have dispositive power.
• Shares owned after transaction: not specified in the supplied filing summary.

Context

• This was a routine cashless tax-withholding event tied to RSU vesting — common for executives when restricted stock vests. Because shares were withheld by the company to cover taxes (not sold in the open market by the insider), this transaction does not signal a typical insider sale and should be interpreted as a tax compliance action rather than a directional bet on the stock.