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Form 8-K

sec.gov
RILYN The article mentions RILYN (6.50% Senior Notes due 2026) as a registered security of BRC Group Holdings, Inc. The content of the Form 8-K, concerning an executive employment agreement amendment, does not offer any sentiment or market analysis for this note. RILYG This Form 8-K filing for BRC Group Holdings, Inc. lists RILYG (5.00% Senior Notes due 2026) as a registered security. The article's focus on an employment agreement amendment provides no direct sentiment or analysis for this debt instrument. RILYP This filing pertains to BRC Group Holdings, Inc. and its securities, including Depositary Shares representing preferred stock. The article focuses on an amendment to an employment agreement and does not provide specific news or analysis related to RILYP's market performance or outlook. RILYT The article is a Form 8-K filing for BRC Group Holdings, Inc., which includes RILYT (6.00% Senior Notes due 2028) as a registered security. The content focuses on an amendment to an executive employment agreement and does not provide sentiment for RILYT. RILYL The article discusses BRC Group Holdings, Inc. and its various securities, including RILYL. The content is primarily about an amendment to an executive's employment agreement and does not offer insights into the specific performance or sentiment surrounding RILYL. RILYZ BRC Group Holdings, Inc. lists RILYZ (5.25% Senior Notes due 2028) as a registered security. The provided article, a Form 8-K detailing an employment agreement amendment, does not contain information to assess sentiment for RILYZ. RILY The article details an amendment to the employment agreement of the Co-Chief Executive Officer, Bryant R. Riley. Changes include compensation through an incentive program, removal of holdback amounts, and the prohibition of equity awards during the employment period. This is a routine corporate filing and does not indicate a change in the company's financial performance or market position.

8-K — BRC Group Holdings, Inc.

Accession: 0001213900-26-095052

Filed: 2026-08-28

Period: 2026-08-25

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0303785-8k_brcgroup.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 25, 2026, BETWEEN (I) BRC GROUP HOLDINGS, INC., F/K/A B. RILEY FINANCIAL, INC., AND (II) BRYANT R. RILEY (ea030378501ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 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)

(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% share of Series B Cumulative Perpetual Preferred Stock)

RILYL

Nasdaq Global Market

5.00% Senior Notes due 2026

RILYG

Nasdaq Global Market

6.50% Senior Notes due 2026

RILYN

Nasdaq Global Market

5.25% Senior Notes due 2028

RILYZ

Nasdaq Global Market

6.00% Senior Notes due 2028

RILYT

Nasdaq Global Market

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 25, 2026, the Compensation

Committee of the Board of Directors of BRC Group Holdings, Inc. (the “Company”) approved Amendment No. 1 (the “Amendment”)

to the amended and restated employment agreement, dated as of November 8, 2025 (the “Employment Agreement”) with Bryant R.

Riley, the Company’s Co-Chief Executive Officer (the “Executive”), which Amendment became effective as of August 25,

2026 (the “Effective Date”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them

in the Employment Agreement. The Amendment makes the following changes to the Executive’s Employment Agreement, effective as of

the Effective Date: (i) the Executive will continue to be compensated through the Incentive Program through the earlier of (x) the end

of fiscal year 2027 and (y) the termination of Executive’s participation in and eligibility for the Incentive Program in accordance

with the Employment Agreement, as amended by the Amendment; (ii) no amounts earned by the Executive will be subject to holdback and all

references to “Holdback Amount” have been removed in their entirety from the Employment Agreement; and (iii) the last sentence

of Section 3.3 of the Employment Agreement was removed because it prohibits Executive from receiving an equity award during the Employment

Period.

The foregoing description

of the Amendment is intended to be a summary, does not purport to be complete and is qualified in its entirety by reference to the full

text of the Amendment. A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 1 to Amended

and Restated Employment Agreement, dated as of August 25, 2026, between (i) BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc.,

and (ii) Bryant R. Riley.

104

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1

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

BRC Group Holdings, Inc.

By:

/s/ Scott Yessner

Name:

Scott Yessner

Title:

Chief Financial Officer

Date: August 28, 2026

2

EX-10.1 — AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, DATED AS OF AUGUST 25, 2026, BETWEEN (I) BRC GROUP HOLDINGS, INC., F/K/A B. RILEY FINANCIAL, INC., AND (II) BRYANT R. RILEY

EX-10.1

Filename: ea030378501ex10-1.htm · Sequence: 2

Exhibit 10.1

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 August 25, 2026, by and between BRC Group

Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Bryant R. Riley (the “Executive”).

The above parties are referred to collectively herein as the “Parties,” and individually as a “Party.”

RECITALS

WHEREAS, the Parties

have entered into an Amended and Restated Employment Agreement dated as of November 8, 2025, a copy of which is publicly filed (the “Existing

Agreement”); and

WHEREAS, the Company

and the Executive desire to amend the Existing Agreement to revise certain terms relating to the amount of severance due to Executive

upon termination of the Executive under certain circumstances.

AGREEMENT

NOW THEREFORE, each

of the Parties, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, does hereby agree as follows:

1. Definitions.

Each capitalized term not defined herein shall have the definition ascribed to it in the Existing Agreement.

2. Amendments.

The parties hereto agree that, effective as of the date hereof, the Existing Agreement is hereby amended as follows:

(a) Amendment

to Section 3.1. Clause (i) of Section 3.1 shall be amended and restated to read “November 8, 2027.”

(b) Amendments

to Section 3.2. The parties hereto agree that, effective as of the date hereof, the Existing Agreement will be amended as follows

to remove the concept of a holdback and any accrued Holdback Amount shall be released to the Executive promptly following the date hereof.

i. The third sentence of the first paragraph shall be deleted in its entirety.

ii. The first two sentences of the second paragraph shall be deleted in their entirety.

iii. The last sentence of the second paragraph shall be amended and restated to read “Earning and payment

of any amount under the Incentive Program is contingent upon Executive’s continued employment in good standing through the date

of payment.”

(c) Amendment

to Section 3.3. The last sentence of Section 3.3 shall be deleted in its entirety.

3. Full

Force and Effect. Except as specifically modified or amended by the terms of this Amendment, the Existing Agreement and all provisions

contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

4. Miscellaneous

Provisions.

(a) Further

Assurances. Each Party, at the reasonable request of the other Party, and without additional consideration, shall, from time to time

(i) execute and deliver, or shall cause to be executed and delivered, such further certificates, agreements or instruments, and (ii) take

such other action, as the other Party may reasonably request, to consummate or implement the amendment contemplated by this Amendment.

(b) Counterparts.

This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which

together shall be deemed to be one and the same instrument.

2

IN WITNESS WHEREOF, the Parties

have executed this Amendment on the date first written above.

BRC Group Holdings, Inc.

By:

/s/ Scott Yessner

Name: Scott Yessner

Title: Chief Financial Officer

/s/ Bryant R. Riley

Bryant R. Riley

3

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