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 incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

RILY

Nasdaq Global Market

Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share)

RILYP

Nasdaq Global Market

Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)

RILYL

Nasdaq Global Market

5.00% Senior Notes due 2026

RILYG

Nasdaq Global Market

5.50% Senior Notes due 2026

RILYK

Nasdaq Global Market

6.50% Senior Notes due 2026

RILYN

Nasdaq Global Market

5.25% Senior Notes due 2028

RILYZ

Nasdaq Global Market

6.00% Senior Notes due 2028

RILYT

Nasdaq Global Market

Not applicable

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

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


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

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

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

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

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

Emerging growth company o

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

Item 8.01. Other Events.

In connection with the filing of our registration statement on Form S-1 (Registration Statement No. 333-293348), BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) is filing this Current Report on Form 8-K (this “Form 8-K”) solely to update Item 7 (Management’s Discussion and Analysis of Results of Operations and Financial Condition) and Item 8 (Financial Statements and Supplementary Data) of the Annual Report on Form 10-K (the “2024 Form 10-K”) of BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) for the fiscal year ended December 31, 2024 which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 19, 2025, to retrospectively recast certain financial information and related disclosures included in the 2024 Form 10-K to present the operations of our Financial Consulting segment, which included the operations of GlassRatner and Farber, as discontinued operations.

As permitted under the scaled disclosure accommodations for smaller reporting companies, the Company has elected to retrospectively recast only the two most recent annual periods included in the 2024 Form 10-K. Except as specifically set forth herein to reflect historical results of our GlassRatner and Farber businesses as discontinued operations, no revisions have been made to our 2024 Form 10-K to update for other information, developments or events that have occurred since such filing. The information contained herein is not an amendment to, or a restatement of our 2024 Form 10-K. Unaffected items and unaffected portions of our 2024 Form 10-K have not been repeated in, and are not amended or modified by this Form 8-K or related exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
23.1						Consent Of Independent Registered Public Accounting Firm
99.1						Recast Sections of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024: Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition and Item 8. Financial Statements and Supplementary Data.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


			BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.)

			By:			/s/ Scott Yessner
			Name:			Scott Yessner
			Title:			EVP & CFO

Date: February 10, 2026

BRC Group Holdings, Inc. 8-K