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 1229, 2026

BRC Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37503		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RILY	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)	RILYP	Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)	RILYL	Nasdaq Global Market
5.00% Senior Notes due 2026	RILYG	Nasdaq Global Market
6.50% Senior Notes due 2026	RILYN	Nasdaq Global Market
5.25% Senior Notes due 2028	RILYZ	Nasdaq Global Market
6.00% Senior Notes due 2028	RILYT	Nasdaq Global Market

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1529, 2026, the Compensation Committee (“Committee”) of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved a waiver to Section 3.2 of the Amended and Restated Employment Agreement between Bryant Riley (the “Executive”) and the Company, dated as of November 8, 2025 (the “Employment Agreement”). ~~issued~~Pursuant to the terms of the Employment Agreement, commencing with fiscal year 2026, twenty percent (20%) of any compensation payments earned by the Executive are deposited into a ~~press~~holdback account (the “Holdback Account”). Amounts in the Holdback Account are scheduled for release ~~providing~~in the anfirst ~~update~~quarter of fiscal 2027 in the sole discretion and at the direction of the Committee. Due to exemplary performance and results on behalf of the Company’s and its subsidiaries’ ~~carried~~for ~~interest~~the ~~position~~first half of fiscal year 2026, the Committee approved a waiver providing for the release of amounts in ~~special~~the ~~purpose~~Holdback ~~vehicles~~Account ~~holding~~attributable ~~shares~~to ofthe ~~Space~~first ~~Exploration~~quarter ~~Technologies~~and ~~Corp.~~the Asecond ~~copy~~quarter of 2026. Other than this limited waiver, the ~~press~~Employment ~~release~~Agreement isand ~~attached~~the ~~hereto~~Holdback asAccount ~~Exhibit 99.1~~remain in full force and iseffect ~~incorporated~~in ~~herein~~accordance bywith ~~reference~~its terms.

~~Item 9.01. Financial Statements and Exhibits.~~1

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Description
99.1		Press Release, dated June 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

1BRC Group Holdings, Inc. By: /s/ Scott Yessner Name: Scott Yessner Title: EVP & CFO

~~SIGNATURES~~Date: July 2, 2026

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

BRC Group Holdings, Inc. By: /s/ Scott Yessner Name: Scott Yessner Title: EVP & CFO

Date: June 15, 2026

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