Form 8-K

8-K — BRC Group Holdings, Inc.

Accession: 0001464790-26-000045

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001464790

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rily-20260806.htm (Primary)

EX-99.1 (rily-20260630xex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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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 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 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:

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 2.02. Results of Operations and Financial Condition.

On August 6, 2026, BRC Group Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information set forth in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Earnings Release dated August 6, 2026

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.

By: /s/ Scott Yessner

Name:  Scott Yessner

Title: EVP & CFO

Date: August 6, 2026

EX-99.1

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Document

FOR IMMEDIATE RELEASE

BRC Group Holdings, Inc. Reports Second Quarter 2026 Financial Results

Second Quarter 2026 Net Income Available to Common Shareholders of $18.5 Million;

Second Quarter 2026 Adjusted EBITDA of $61.3 Million; Operating Adjusted EBITDA of $66.0 Million

LOS ANGELES, August 6, 2026 – BRC Group Holdings, Inc. (Nasdaq: RILY) (“BRCGH” or the “Company”), a diversified holding company, today released its financial results for the three and six months ended June 30, 2026.

Second Quarter and Six Months Ended June 30, 2026 Highlights

•Revenues: Year-to-date revenues increased 44% to $591.2 million; second quarter revenues increased to $239.1 million, up from $225.3 million in the prior-year period.

•Net Income: Year-to-date net income available to common shareholders increased 83% to $229.8 million, or $6.47 per diluted share. Second quarter net income was $18.5 million, compared to $137.5 million in the prior-year period.

•Adjusted EBITDA(3): Year-to-date Adjusted EBITDA increased to $323.4 million, up from $14.7 million in the prior year period. Second quarter Adjusted EBITDA was $61.3 million, with Operating Adjusted EBITDA(4) of $66.0 million.

•Debt Reduction: Total Debt decreased by $150.7 million during the first six months to $1.28 billion, Net Debt(5) reduced by $341.7 million to $285.2 million.

•Investment Portfolio: Total Investments(6) increased to $804.5 million, including $723.7 million of securities and other investments owned as of June 30, 2026.

•Talent Recruiting: Five senior producers added to B. Riley Securities during the quarter, including three key alumni.

Bryant Riley, Chairman and Co-Chief Executive Officer, commented:

“For the second quarter, we generated $18.5 million in net income, and $66.0 million in Operating Adjusted EBITDA - our highest core operating result since the third quarter of 2023. Over the first six months of the year, net income totaled $229.8 million and we continued to strengthen our balance sheet, reducing Net Debt by $341.7 million over the first six months to $285.2 million as of quarter-end. These consolidated results were supported by the strong foundation of our diversified platform, anchored by proven deal execution in Capital Markets, disciplined operating leverage in Wealth Management, reliable cash conversion in our Communications portfolio, and steady operational progress in Consumer Products.”

“B. Riley Securities delivered a strong quarter, translating deepened client relationships into deal execution, and drawing senior talent to the firm. We participated in transactions representing over $21 billion in total deal value, and helped clients raise $8.5 billion in combined equity and debt capital. This included $3.5 billion in equity issuance - our highest level in over four years - and nearly $5.0 billion in debt issuance, extending a record 12-month run. We saw particular strength in sectors driving today's capital formation, including AI and data center infrastructure, power and energy, and business development companies (BDCs). The momentum we are creating makes us a destination for top talent, evidenced by the five senior producers we added this quarter - including alumni choosing to rejoin our platform.”

“A core differentiator of our platform is our ability to convene the market and surface proprietary ideas. In May, our 26th Annual Institutional Investor Conference brought issuers and investors together around approximately 180 companies, alongside our 15th 'Big Fighters, Big Cause' charitable gala. Our focus remains on execution and creative capital deployment to deliver for our colleagues, clients, partners, and shareholders, and we look forward to carrying this momentum into our Consumer TMT Conference in New York on September 10th, and our annual Convergence Conference in December.”

BRC Group Holdings, Inc. | www.brcgh.com

Second Quarter and Six Months Ended June 30, 2026 Financial Summary

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands, except for per share data)

2026

2025

2026

2025

Net income available to common shareholders

18,534

137,456

229,792

125,466

Basic income per common share

0.49

4.50

6.59

4.11

Diluted income per common share

0.45

4.50

6.47

4.11

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

2026

2025

2026

2025

Operating Revenues (1)

239,360

208,352

456,551

421,878

Investment Gains (Losses) (2)

(243)

16,950

134,626

(10,513)

Total Revenues

239,117

225,302

591,177

411,365

Total Adjusted EBITDA (3)

61,250

60,015

323,401

14,698

Operating Adjusted EBITDA (4)

66,032

43,282

100,412

38,345

•Net income available to common shareholders was $18.5 million, or $0.45 per diluted share, for the second quarter 2026, compared to $137.5 million, or $4.50 per diluted share, for the second quarter 2025, primarily due to substantial income from discontinued operations and gain on senior note exchange included in the prior-year period. For the six months 2026, net income available to common shareholders increased to $229.8 million, or $6.47 per diluted share, from $125.5 million, or $4.11 per diluted share, for the six months 2025, driven primarily by substantial gains on the Company's investment portfolio.

•Revenues were $239.1 million in the second quarter 2026, up from $225.3 million in the second quarter 2025, driven primarily by a 50% year-over-year increase in Wealth Management segment revenues. For the six months 2026, revenues increased 44% to $591.2 million, up from $411.4 million in the year-ago period, primarily due to substantial trading gains in 2026 and higher service and fees revenue in Capital Markets.

•Adjusted EBITDA(3) was $61.3 million in the second quarter 2026, up from $60.0 million in the second quarter 2025. For the six months 2026, Adjusted EBITDA(3) was $323.4 million, up from $14.7 million for the same year-ago period.

•Operating Adjusted EBITDA(4) was $66.0 million for the second quarter 2026, up from $43.3 million in the second quarter 2025. For the six months 2026, Operating Adjusted EBITDA(4) was $100.4 million, up from $38.3 million for the six months 2025.

•Net Debt(5) decreased to $285.2 million at June 30, 2026 from $627.0 million at December 31, 2025, a decrease of approximately $341.7 million, with Total Debt of $1.28 billion, down from $1.43 billion. The reduction in Net Debt was primarily due to investment appreciation.

•Cash, cash equivalents, and restricted cash totaled $155.6 million at June 30, 2026, compared to $229.3 million at December 31, 2025.

•Total Investments(6) increased to $804.5 million at June 30, 2026, up from $520.5 million at December 31, 2025, with securities and other investments owned of $723.7 million, up from $446.8 million.

BRC Group Holdings, Inc. | www.brcgh.com

Segment Operations Second Quarter and Six Months Ended June 30, 2026 Financial Results Summary

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

2026

2025

2026

2025

Segment Revenues

Capital Markets

53,712

61,292

225,823

63,392

Wealth Management

57,953

38,621

110,128

85,899

Lingo

38,788

39,907

79,578

81,460

magicJack

8,567

9,777

17,350

19,578

Marconi Wireless

7,368

9,232

14,905

18,719

UOL

2,881

3,287

5,702

6,920

Consumer Products

43,537

43,284

87,652

85,387

Segment Income (Loss)

Capital Markets

13,118

17,220

150,353

(18,523)

Wealth Management

17,518

(1,319)

33,502

405

Lingo

5,319

2,927

9,083

5,326

magicJack

4,173

5,090

8,424

9,706

Marconi Wireless

2,997

1,805

6,074

3,549

UOL

1,489

1,550

2,962

3,404

Consumer Products

(5,692)

(5,904)

(8,333)

(11,045)

•Capital Markets: Segment revenues were $53.7 million for the second quarter 2026, compared to $61.3 million in the second quarter 2025, and segment income was $13.1 million compared to $17.2 million for the same year ago period. For the six months, segment revenues increased to $225.8 million from $63.4 million for the prior year six month period, and segment income increased to $150.4 million, up from a loss of $(18.5) million, driven primarily by investment gains and increases in underwriting and advisory activity.

•Wealth Management: Segment revenues increased to $58.0 million in the second quarter 2026, up from $38.6 million in the second quarter 2025, and segment income increased to $17.5 million, up from a loss of $(1.3) million. For the six months, segment revenues rose to $110.1 million from $85.9 million, and segment income increased to $33.5 million from $0.4 million. The improvement in segment revenue and segment income for the quarter and year-to-date periods was driven primarily by strong contributions from high-margin structured financing and carried-interest activity. B. Riley Wealth had approximately $12.1 billion of client assets under management at June 30, 2026.

•Communications Business Group (“CBG”) (Lingo, magicJack, Marconi Wireless, and UOL Reportable Segments): On a combined basis, CBG revenues were $57.6 million in the second quarter 2026 compared to $62.2 million in the second quarter 2025, while CBG income increased to $14.0 million for the second quarter 2026, up from $11.4 million in the second quarter 2025. For the six months, CBG revenues, on a combined basis, were $117.5 million, compared to $126.7 million, and CBG income rose to $26.5 million, up from $22.0 million. CBG income improved primarily due to successful cost reduction initiatives, which more than offset a revenue decline driven by expected customer attrition.

•Consumer Products: Segment revenues increased to $43.5 million in the second quarter 2026, up from $43.3 million in the second quarter 2025, and segment loss narrowed to $(5.7) million from $(5.9) million. For the six months, segment revenues increased to $87.7 million, up from $85.4 million, and segment loss narrowed to $(8.3) million, from $(11.0) million, driven by improvements across distribution and e-commerce channel sales.

BRC Group Holdings, Inc. | www.brcgh.com

Change in Non-GAAP Measures Presentation

The Company has updated its Operating Adjusted EBITDA calculation with adjustments that management believes better bifurcate investments from operating businesses and reflect true core operational performance. The updated calculation, applied consistently across all comparable periods, now excludes income and loss related to the Company’s equity investment in Great American Holdings, LLC, as well as the non-controlling interest associated with investment gains and losses attributable to B. Riley Securities Holdings, Inc. and its subsidiaries.

Earnings Call

Management will discuss the Company’s financial performance and operational highlights, followed by a question-and-answer session with analysts and investors.

Date: Thursday, August 6, 2026

Time: 4:30 p.m. ET (1:30 p.m. PT)

Link: https://ir.brcgh.com/events-and-presentations

Investors may access the call via the Company’s website at ir.brcgh.com under "Events and Presentations." A replay of the call will be available at the same location until Thursday, August 20, 2026.

About BRC Group Holdings, Inc.

BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, communications, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRCGH deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

Note Regarding Use of Non-GAAP Financial Measures

Certain of the information set forth herein, including Operating Revenue, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) including in the case of Operating Revenue, services and fees, interest income – loans, interest income - securities lending, fixed income spread, trading gains attributable to variable rate transaction spread, and sales of goods; (ii) including in the case of Investment Gains (Losses), trading gains (losses), net and fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread; (iii) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, share-based compensation and transaction related and other costs; (iv) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income and variable rate transaction spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of variable rate transaction spread, gains (losses) on investments attributable to non-controlling interest, and income (loss) related to the Company's equity investment in Great American Holdings, LLC; (v) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased, at fair value and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, equity investments, and other investments reported in prepaid and other assets; and (vi) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit

BRC Group Holdings, Inc. | www.brcgh.com

facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.

Footnotes

See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.

(1)Operating Revenues is defined as the sum of (i) service and fees, (ii) interest income – loans, (iii) interest income - securities lending, (iv) fixed income spread, (v) trading gains attributable to variable rate transaction spread, and (vi) sales of goods.

(2)Investment Gains (Losses) is defined as the sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transaction spread.

(3)Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs.

(4)Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of fixed income and variable rate transaction spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of variable rate transaction spread, and (iv) gains (losses) on investments attributable to non-controlling interest, and (v) income (loss) from the Company's equity investment in Great American Holdings, LLC.

(5)Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.

(6)Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased, at fair value and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, (c) equity investments, and (d) other investments reported in prepaid and other assets.

Forward-Looking Statements

Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expected future financial and operational results; our expectations regarding the continued strength, deal execution, and operating leverage of our core businesses; and our ability to execute on disciplined capital allocation and further debt reduction. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties, many beyond the Company's control, that could cause the Company's performance and actual results to differ materially. Such risks include, but are not limited to: macroeconomic conditions, including interest rate fluctuations and inflation; market volatility and its direct impact on our Capital Markets and Wealth Management segments; the episodic nature of our capital markets business and the unpredictable timing of transaction closings; our ability to maintain disciplined operating leverage and reliable cash conversion across our operating segments; our ability to successfully execute our merchant banking strategies and the impact of market conditions on our investment portfolio; changes in regulatory and legal environments affecting our operating units; and the risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s 2025 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report on Form 10-Q for

BRC Group Holdings, Inc. | www.brcgh.com

the quarter ended June 30, 2026. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and par value)

June 30,

2026

December 31,

2025

(Unaudited)

Assets

Assets:

Cash and cash equivalents

154,112

226,601

Restricted cash

1,530

2,676

Due from clearing brokers

31,706

51,000

Securities and other investments owned ($660,185 and $382,461 at fair value)

723,715

446,843

Securities borrowed

206,717

114,937

Accounts receivable, net of allowance for credit losses of $6,209 and $6,108

61,382

55,473

Loans receivable, at fair value ($1,035 and $2,835 from related parties)

38,802

26,303

Equity investments

84,817

90,433

Prepaid expenses and other assets

110,862

128,650

Operating lease right-of-use assets

38,476

32,109

Property and equipment, net

17,850

17,606

Goodwill

392,687

Other intangible assets, net

101,867

118,290

Deferred income taxes

794

763

Assets of discontinued operations

2,221

Total assets

1,967,538

1,706,592

Liabilities and Equity (Deficit)

Liabilities:

Accounts payable

35,475

41,463

Accrued expenses and other liabilities ($797 and $6,400 at fair value)

156,333

154,780

Deferred revenue

46,985

49,907

Deferred income taxes

4,642

4,109

Securities sold not yet purchased, at fair value

9,487

9,809

Securities loaned

189,192

97,321

Operating lease liabilities

46,307

40,902

Revolving credit facilities

31,316

6,638

Term loans, net

115,770

119,297

Senior notes payable, net

1,129,966

1,301,798

Liabilities of discontinued operations

830

Total liabilities

1,766,303

1,826,854

Commitments and contingencies

BRC Group Holdings, Inc. | www.brcgh.com

BRC Group Holdings, Inc. stockholders’ equity (deficit):

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding and liquidation preference of $126,172 and $122,142

—

Common stock, $0.0001 par value; 100,000,000 shares authorized; 40,199,755 and 30,597,066 issued and outstanding

Additional paid-in capital

680,097

598,022

Accumulated deficit

(529,464)

(763,286)

Accumulated other comprehensive loss

(8,468)

(6,272)

Total BRC Group Holdings, Inc. stockholders’ equity (deficit)

142,169

(171,533)

Noncontrolling interests

59,066

51,271

Total equity (deficit)

201,235

(120,262)

Total liabilities and equity (deficit)

1,967,538

1,706,592

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except share and per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues:

Services and fees ($6,976 and $5,121 for the three months and $12,899 and $7,849 for the six months ended June 30, 2026 and 2025 from related parties, respectively)

173,595

145,772

325,717

304,611

Trading gains, net

12,874

27,680

157,935

11,509

Fair value adjustments on loans ($82 and $(992) for the three months and $56 and $(3,137) for the six months ended June 30, 2026 and 2025 from related parties, respectively)

4,245

800

10,790

(7,296)

Interest income - loans ($— and $475 for the three months and $— and $1,171 for the six months ended June 30, 2026 and 2025 from related parties, respectively)

2,171

3,853

3,885

7,049

Interest income - securities lending

1,632

2,124

2,883

2,964

Sale of goods

44,600

45,073

89,967

92,528

Total revenues

239,117

225,302

591,177

411,365

Operating expenses:

Direct cost of services

29,364

33,216

61,066

75,916

Cost of goods sold

31,361

35,113

63,726

71,846

Selling, general and administrative expenses

133,377

142,369

267,725

309,757

Restructuring charge

1,914

321

1,914

321

Impairment of tradename

4,000

1,500

4,000

1,500

Interest expense - Securities lending and loan participations sold

906

1,968

1,623

2,687

Total operating expenses

200,922

214,487

400,054

462,027

Operating income (loss)

38,195

10,815

191,123

(50,662)

Other income (expense):

Interest income

339

492

697

1,978

Dividend income

133

122

802

257

Realized and unrealized gains (losses) on investments

12,092

10,216

117,192

(4,284)

Change in fair value of financial instruments and other

1,546

11,884

(2,881)

12,806

Gain on sale and deconsolidation of businesses

—

5,372

—

86,213

Gain on senior note exchange

—

44,454

—

54,986

(Loss) income from equity investments

(5,459)

25,603

(4,133)

25,051

(Loss) gain on extinguishment of debt

(1,283)

(10,266)

1,607

(20,693)

Interest expense

(18,016)

(23,952)

(37,810)

(53,916)

Income from continuing operations before income taxes

27,547

74,740

266,597

51,736

BRC Group Holdings, Inc. | www.brcgh.com

Provision for income taxes

(5,950)

(3,053)

(22,841)

(11)

Income from continuing operations

21,597

71,687

243,756

51,725

Income from discontinued operations, net of income taxes

—

69,312

—

72,707

Net income

21,597

140,999

243,756

124,432

Net income (loss) attributable to noncontrolling interests

1,048

1,528

9,934

(5,064)

Net income attributable to BRC Group Holdings, Inc.

20,549

139,471

233,822

129,496

Preferred stock dividends

2,015

4,030

Net income available to common shareholders

18,534

137,456

229,792

125,466

Basic net income per common share:

Continuing operations

0.49

2.23

6.59

1.73

Discontinued operations

—

2.27

—

2.38

Basic income per common share

0.49

4.50

6.59

4.11

Diluted net income per common share:

Continuing operations

0.45

2.23

6.47

1.73

Discontinued operations

—

2.27

—

2.38

Diluted income per common share

0.45

4.50

6.47

4.11

Weighted average basic common shares outstanding

37,811,031

30,527,835

34,879,728

30,512,757

Weighted average diluted common shares outstanding

38,422,185

30,527,835

35,311,001

30,512,757

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Operating Revenues Reconciliation

(Unaudited)

(Dollars in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Total revenues

239,117

225,302

591,177

411,365

Operating revenues adjustments:

Trading gains, net

(12,874)

(27,680)

(157,935)

(11,509)

Fair value adjustments on loans

(4,245)

(800)

(10,790)

7,296

Fixed income and trading gains attributable to variable rate transactions spread

17,362

11,530

34,099

14,726

Total operating revenue adjustments

243

(16,950)

(134,626)

10,513

Operating revenues

239,360

208,352

456,551

421,878

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations

(Unaudited)

(Dollars in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net income attributable to BRC Group Holdings, Inc.

20,549

139,471

233,822

129,496

Income from discontinued operations, net of income taxes

—

69,312

—

72,707

Net (income) loss attributable to noncontrolling interests

(1,048)

(1,528)

(9,934)

5,064

Income from continuing operations

21,597

71,687

243,756

51,725

EBITDA Adjustments:

Net (income) loss from continuing operations attributable to noncontrolling interests

(1,048)

(1,528)

(9,934)

5,064

Provision for income taxes

5,950

3,053

22,841

Interest expense

18,016

23,952

37,810

53,916

Interest income

(339)

(492)

(697)

(1,978)

Share based payments

3,226

4,234

5,666

7,580

Depreciation and amortization

7,548

8,648

15,137

18,645

Restructuring charge

1,914

321

1,914

321

Gain on sale and deconsolidation of businesses

—

(5,372)

—

(86,213)

Gain on senior note exchange

—

(44,454)

—

(54,986)

Loss (gain) on extinguishment of debt

1,283

10,266

(1,607)

20,693

Impairment of tradename

4,000

1,500

4,000

1,500

Transactions related costs and other

(897)

(11,800)

4,515

(1,580)

Total EBITDA adjustments

39,653

(11,672)

79,645

(37,027)

Adjusted EBITDA

61,250

60,015

323,401

14,698

Operating EBITDA Adjustments:

Trading gains, net

(12,874)

(27,680)

(157,935)

(11,509)

Fair value adjustments on loans

(4,245)

(800)

(10,790)

7,296

Realized and unrealized (gains) losses on investments

(12,092)

(10,216)

(117,192)

4,284

Fixed income and variable rate transaction spread

27,984

16,913

45,798

20,109

Loss attributable to equity method investment in Great American Holdings, LLC

5,827

3,190

5,505

3,639

Gains (losses) on investments attributable to non-controlling interest

182

1,860

11,625

(172)

Total Operating EBITDA Adjustments

4,782

(16,733)

(222,989)

23,647

Operating Adjusted EBITDA

66,032

43,282

100,412

38,345

BRC Group Holdings, Inc. | www.brcgh.com

BRC GROUP HOLDINGS, INC.

Total Investments and Net Debt Reconciliation

(Unaudited)

(Dollars in thousands)

June 30,

2026

December 31,

2025

Cash, cash equivalents, and restricted cash

155,642

229,277

Due from clearing brokers

31,706

51,000

Securities and other investments owned

723,715

446,843

Securities sold not yet purchased, at fair value

(9,487)

(9,809)

Loans receivable, at fair value

38,802

26,303

Equity investments

84,817

90,433

Noncontrolling interest

(33,390)

(33,305)

Total investments

804,457

520,465

Revolving credit facilities

31,316

6,638

Term loans, net

115,770

119,297

Senior notes payable, net

1,129,966

1,301,798

Total debt

1,277,052

1,427,733

Net debt

285,247

626,991

BRC Group Holdings, Inc. | www.brcgh.com

Contacts

Investors

Mike Frank

mfrank@brcgh.com

Media

Jo Anne McCusker

press@brcgh.com

BRC Group Holdings, Inc. | www.brcgh.com

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