BRC Group Holdings, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based upon the foregoing evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2024 our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described in the Report of Management on Internal Control over Financial Reporting. Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision and with the participation of management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024. In making our assessment of the Company’s internal control over financial reporting as of December 31, 2024, we excluded from our assessment the internal control over financial reporting at Nogin, Inc. (“Nogin”). On May 3, 2024, B. Riley completed the acquisition of Nogin as result of a debt facility agreement that was subsequently converted to equity. Management concluded that two of the material weaknesses identified in 2023 are fully remediated. Management has also identified additional material weaknesses for the year ended December 31, 2024, both as fully described below. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. Remediation of Previously Reported Material Weaknesses The following two material weaknesses in internal control over financial reporting that were reported in our Annual Report on Form 10-K for the year ended December 31, 2023, have been remediated as of December 31, 2024. The remediation of our internal control over financial reporting to address the underlying causes of the material weaknesses are summarized below: • The Company enhanced the precision level of user access management procedures and controls related to the previously identified material weakness relating to IT general controls, specifically user access management controls, in our B. Riley Advisory Holdings, LLC subsidiaries primarily. • The Company was able to rely on the System and Organization Controls (“SOC”) 1 Type 2 report associated with the utilization of our third-party service organization's hosted IT solution for the processing of customer sales and billing information in our Marconi Wireless Holdings, LLC subsidiary. As a result, management in conjunction with the complementary user entity controls was able to rely on the design and operating effectiveness of the internal control processes performed by the third-party service organization. Material Weaknesses Identified during the Current Period 95 Table of Contents For the period ended December 31, 2024: • The Company identified two material weaknesses in controls related to information technology general controls (“ITGCs”) at Lingo Management, LLC and Tiger US Holdings, Inc. and subsidiaries in the areas of user access, program change management, and information technology (“IT”) operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the investment valuation of Level 3 investments such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the identification and disclosure of material related party transactions in accordance with Accounting Standards Codification (“ASC”) 850, Related Party Disclosures. Specifically, management’s review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the income tax provision such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified material weaknesses in controls related to ITGCs at Bebe Stores Inc. in the areas of user access, program change management, and IT operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. Additionally, the Company did not consistently retain evidence of review, further contributing to the material weakness. • The Company identified a material weakness in controls due to its inability to rely on the SOC 1 Type 2 reports associated with two third-party service organizations that support significant elements of its financial reporting processes over B. Riley Retail Solutions, LLC. Specifically, the Company did not have adequate ITGCs in place over the IT systems and related reports at these third-party service providers, which are used in the execution of controls supporting the Company’s financial reporting. As a result, business process automated and manual controls that were dependent on these ITGCs at the service organizations could have been adversely impacted. • The Company identified two material weaknesses relating to the design and operating effectiveness of management’s review controls over goodwill such that management did not adequately evaluate relevant factors and indicators to determine whether it was more likely than not that the fair value of a business segment was less than the carrying amount of goodwill and other intangibles assigned to that reporting unit as well as a lack of appropriate approval in accordance with Company policy over significant decisions involving goodwill. • The Company identified a material weakness related to the design and operating effectiveness of controls related to journal entry controls. There was a lack of segregation of duties considerations associated within the journal entry approval workflow. The workflow in the system did not systemically prevent individuals who can post journal entries to also approve the same entries. Additionally, the Company did not retain evidence of review of certain journal entries. Prior to filing this Annual Report on Form 10-K, we completed significant additional procedures for the year ended December 31, 2024. Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with GAAP. Our Co-Chief Executive Officers and Chief Financial Officer have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K. 96 Table of Contents Remediation Plan for Current Period Material Weaknesses Management has begun to implement and plans to continue implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses, described above, are remediated, such that the controls are designed, implemented, and operating effectively. The remediation actions for the material weaknesses noted above include: • Prior to December 31, 2024, the Retail Solutions material weakness was remediated through the divestiture of the business in November 2024. • Implementation and enhancement of its ITGCs and related policies. This includes providing resources, training and support to process owners and reviewers with a specific focus on understanding the risks being addressed by the controls they are performing, as well as requirements for sufficient documentation and evidence in the execution of the controls. • Updating of its IT policies and procedures to enhance user access, change management, and IT operations processes to ensure timely and accurate assignment of access rights and prompt removal of access for terminated employees, and to ensure appropriate restriction of access rights based on job responsibilities. • Designing of alternative processes and controls to mitigate the risk of the third-party services providers not producing the SOC 1 Type 2 reports. • Implementation of measures designed to ensure controls are appropriately designed, implemented, and operating effectively as it relates to the material weakness identified in investment valuations, related party transactions, income taxes, goodwill impairment assessment, and journal entries. The remediation actions include the improvement of the precision level of management review controls, documentation retention and additional resources. While the foregoing measures are intended to effectively remediate the material weaknesses described in this Item 9A, it is possible that additional remediation steps will be necessary. As such, as we continue to evaluate and implement our plan to remediate the material weaknesses, our management may decide to take additional measures to address the material weaknesses or modify the remediation steps described above. The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed by the end of fiscal 2025. Our independent registered public accounting firm, Marcum LLP (“Marcum”), has audited the consolidated financial statements and has issued an adverse attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Excluding the above remediation actions of prior disclosed material weaknesses and the identification of new current period material weaknesses as fully described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld upon the vesting of restricted stock units ("RSUs") to cover withholding taxes, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). On September 18, 2025, the Company’s Board of Directors re-appointed Messrs. Riley, Kelleher, Yessner, Forman and Weitzman as the Company’s executive officers. Mr. Andrew Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. 97 Table of Contents Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 98 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our board of directors (the “Board”) are elected annually to a one year term to serve as directors until the next annual meeting of stockholders, or until their respective successors are duly elected and qualified or their earlier death, resignation, or removal. There are no familial relationships between any of our directors and any other director or any of our executive officers. No arrangement or understanding exists between any of our directors and any other person or persons pursuant to which any director was or is to be selected as our director. The following table provides the name, age, and position(s) of each of our directors as of September 18, 2025: Name Age Committees Bryant R. Riley 58 None. Thomas J. Kelleher 57 None. Robert L. Antin 75 Compensation Committee, Environmental, Social and Corporate Governance Committee Tammy Brandt 50 None. Robert D’Agostino 58 Audit Committee, Compensation Committee* Renée E. LaBran 65 Audit Committee, Environmental, Social and Corporate Governance Committee Randall E. Paulson 63 Audit Committee* Michael J. Sheldon 65 Compensation Committee Mimi K. Walters 62 Environmental, Social and Corporate Governance Committee* * Chairman of the respective committee. Bryant R. Riley has served as our Chairman and Co-Chief Executive Officer since June 2014 and July 2018 respectively, and as a director since August 2009. He also previously served as our Chief Executive Officer from June 2014 to July 2018. In addition, Mr. Riley served as the Chairman of B. Riley & Co., LLC since founding the stock brokerage firm in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017 and as Chief Executive Officer of B. Riley & Co., LLC from 1997 to 2006. He also served as Chairman of B. Riley Principal Merger Corp. from April 2019 to February 2020, at which time it completed its business combination with Alta Equipment Group, Inc. (NYSE: ALTG); as Chairman of B. Riley Principal Merger Corp. II from May 2020 to November 2020 at which time it had completed it business combination with Eos Energy Enterprises Inc. ( NASDAQ : EOSE); and as Chairman of B. Riley Principa1 150 Merger Corp. from June 2020 to July 2022, at which time it completed its business combination with FaZe Holdings, Inc. ( NASDAQ : FAZE). He served as Chairman of B. Riley Principal 250 Merger Corp. from May 2021 until its dissolution in May 2023. Since November 2024, Mr. Riley serves on the board of Great American Holdings, LLC. Mr. Riley served as director of Select Interior Concepts, Inc. from November 2019 until October 2021. He also previously served on the board of Babcock & Wilcox Enterprises, Inc. (NYSE: BW) from April 2019 to September 2020; Sonim Technologies, Inc. ( NASDAQ : SONM) from October 2017 to March 2019; and Freedom VCM Holdings, LLC (fka Franchise Group, Inc., a public company ( NASDAQ : FRG), with the last day of trading of 8/21/23) from September 2018 through March 2020, rejoining in August of 2023. Freedom VCM Holdings, LLC filed for bankruptcy on November 3, 2024 and Mr. Riley resigned as director in June 2025. Mr. Riley received his B.S. in Finance from Lehigh University. Mr. Riley’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets. Mr. Riley’s extensive experience serving on other public company boards is an important resource for the Board. Thomas J. Kelleher has served as our Co-Chief Executive Officer since July 2018 and as a member of our board since October 2015. He also previously served as President from August 2014 to July 2018. Mr. Kelleher previously served as Chief Executive Officer of B. Riley & Co., LLC, a position he held from 2006 to 2014. From the firm’s founding in 1997 to 2006, Mr. Kelleher held several senior management positions with B. Riley & Co., LLC, including Chief Financial Officer and Chief Compliance Officer. Mr. Kelleher served on the board of directors of Special Diversified Opportunities Inc. from October 2015 to June 2017. He received his Bachelor of Science in Mechanical Engineering from Lehigh University. Mr. Kelleher’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets. Mr. Kelleher’s executive leadership experience is an important resource for the Board. Robert L. Antin has served as a member of the Board since June 2017. Mr. Antin was a co-founder of VCA Inc., a national animal healthcare company that provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market and was publicly traded ( NASDAQ : WOOF) until the company was privately acquired in September 2017. Mr. Antin has served as a Chief Executive Officer and President at VCA Inc. since its inception in 1986. Mr. Antin also served as the Chairman of the Board of VCA, Inc. from inception through the 99 Table of Contents September 2017 acquisition. Mr. Antin currently serves on the Board of Directors of Rexford Industrial Realty, Inc. (NYSE: REXR) since July 2013. He previously served on the Board of Heska Corporation ( NASDAQ : HSKA) from November 2020 to May 2023. From September 1983 to 1985, Mr. Antin was President, Chief Executive Officer, a director, and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers. From July 1978 until September 1983, Mr. Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities. Mr. Antin received his MBA with a certification in hospital and health administration from Cornell University. Mr. Antin’s executive leadership experience provides an important resource to the Board. Tammy Brandt has served as a member of the Board since December 20, 2021. Since February 2023, Ms. Brandt has served as a senior member of the legal team at Creative Artists Agency (CAA), a leading global entertainment and sports agency. From March 2021 to January 2023, Ms. Brandt served as Chief Legal Officer; Head of Business and Legal Affairs at FaZe Clan Inc. ( NASDAQ : FAZE), a leading gaming, lifestyle, and media platform. She has served on the Lambda Legal West Coast Leadership Board from 2019 to December 2024, and has served as a member of the Bluffton University Board of Trustees since July 2023 . From 2018 to June 2022, Ms. Brandt served on the Board of Cayton Children’s Museum, including as chair of its Audit Committee and a member of its Nomination and Governance Committee. From May 2017 to May 2021, she served as Chief Legal Officer at Dreamscape Immersive, and previously served as Chief Corporate, Securities, M&A and Alliance Counsel at DXC Technology and its predecessor, Computer Sciences Corporation; and as General Counsel at ServiceMesh, Inc., an enterprise software company in the cloud management space. Ms. Brandt is a graduate of Notre Dame Law School, where she was Managing Editor of the Notre Dame Law Review, and graduated summa cum laude with a Bachelor of Science in economics and business administration from Bluffton University. Ms. Brandt’s business and legal experience provides an important resource to the Board. Robert D’Agostino has served as a member of the Board since October 2015. Mr. D’Agostino has served as President of Q-mation, Inc. since 1999. Q-mation, Inc. is a leading supplier of software solutions targeted at increasing operational efficiencies and asset performance in manufacturing companies. Mr. D’Agostino joined Q-mation, Inc. in 1990 and held various sales, marketing, and operations management positions prior to his appointment as President. He previously served on the board of Alliance Semiconductor Corp. from July 2005 to February 2012. Mr. D’Agostino graduated from Lehigh University with a B.S. in Chemical Engineering. Mr. D’Agostino’s executive leadership experience provides an important resource to the Board. Renée E. LaBran has served as a member of the Board since August 11, 2021. Ms. LaBran co-founded Rustic Canyon Partners, a technology venture capital fund launched in 2000, and has served from 2006 to 2021 as Partner with Rustic Canyon/Fontis Partners, an investment fund which is now completed, targeting growth investments and lower middle market buy-outs in media, consumer goods, and business and consumer services industries. During this time, she served as a board director and advisor to multiple portfolio companies while providing oversight of her investment firm’s finance and operations functions. Ms. LaBran currently serves on the board of Idealab, Inc. since March 2015 and Stravos Education, LLC since August 2022. Since December 2024, she also serves as Interim President of FindLaw, recently acquired by Internet Brands, a digital media, marketing services and software company. Ms. LaBran previously served on the boards of Iconic Sports Acquisition Corp (NYSE:ICNC-UN) from October 2021 to October 2023; Sambazon, Inc. from 2009 to 2021; and TomboyX from 2018 to 2019. From March 2015 to December 2020, she served as a governor-appointed non-attorney public member on the Board of Trustees for the State Bar of California. Ms. LaBran is an Adjunct Professor at UCLA Anderson School of Management’s MBA program, earned an M.B.A. with distinction from Harvard Business School, and received an A.B. degree in Economics from UC Berkeley. Ms. LaBran’s board experience, business and financial acumen, and venture capital experience provide an important resource to the Board. Randall E. Paulson has served as a member of the Board since June 18, 2020. Mr. Paulson currently serves on the Board of Directors of Dash Medical Holdings, LLC. He also served on the board of Testek, Inc. from 2016 to November 2024 when the company was sold. Testek was a portfolio company of Odyssey Investment Partners, LLC where he served as a Managing Principal from 2005 to 2019. Prior to this, Mr. Paulson was Executive Vice President — Acquisitions and Strategic Development at National Financial Partners, a New York based consolidator of independent financial services distribution firms. From 1993 to 2000, Mr. Paulson was at Bear, Stearns & Co. Inc. where he was a Senior Managing Director in the M&A and Corporate Finance groups. Prior to Bear Stearns, Mr. Paulson was a member of GE Capital’s merchant banking group. A native of Minnesota, Mr. Paulson received a BSB in Accounting from the University of Minnesota and his MBA from the Kellogg Graduate School of Management at Northwestern University. Mr. Paulson’s financial services industry and accounting experience will provide an important resource to the Board. Michael J. Sheldon has served as a member of the Board since July 2017. Mr. Sheldon served as CEO of Deutsch North America, one of the most awarded creative agencies in the United States, from January 2015 until his retirement in December 2019. Mr. Sheldon had also served as CEO of Deutsch’s Los Angeles office from September 1997 to January 2015. Mr. Sheldon received a B.A. degree from Michigan State University in Advertising. Mr. Sheldon’s entrepreneurial skills and marketing experience provide an important resource to the Board. Mimi K. Walters has served as a member of the Board since July 12, 2019. She served from 2015 to 2019 as the U.S. Representative for California’s 45 th Congressional District. She has worked on key legislation, business and policy initiatives related to technology, energy, environmental and healthcare, including the opioid crisis and veterans’ medical services. As a member of House leadership, she served on the Energy and Commerce Committee, the Judiciary Committee and the Transportation and Infrastructure Committee. Ms. Walters represented California’s 37 th State Senate District from 100 Table of Contents 2008 to 2014, where she served on the Banking and Financial Institutions Committee and as Vice Chair for the Public Employment and Retirement Committee. From 2004 to 2008, she represented California’s 73 rd Assembly District. Ms. Walters was a member of the Laguna Niguel City Council from 1996 to 2004, serving as Mayor in 2000, and chair of Laguna Niguel’s Investment and Banking Committee. Previously, Ms. Walters was an investment executive at Drexel Burnham Lambert and, subsequently, Kidder, Peabody & Co. from 1988 to 1995. Currently, Ms. Walters is the Chief Commercial Officer for Leading Edge Power Solutions, LLC since November 2019. In addition, she serves on the Board of Directors of Eos Energy Enterprises, Inc. ( NASDAQ : EOSE) since November 2020, and Pacific Specialty Insurance Company since January 2025. Ms. Walters earned a Bachelor of Arts in political science from the University of California, Los Angeles. Ms. Walters extensive political and financial experience provides an important resource to the Board. Executive Officers Executive officers are elected by our Board and serve at its discretion. There are no family relationships between any director or executive officer and any other directors or executive officers. Set forth below is information regarding our executive officers as of September 18, 2025 . Name Position Age Bryant R. Riley Chairman and Co-Chief Executive Officer 58 Thomas J. Kelleher Co-Chief Executive Officer 57 Scott Yessner Executive Vice President and Chief Financial Officer 55 Alan N. Forman Executive Vice President, General Counsel and Secretary 64 Howard Weitzman Senior Vice President, Chief Accounting Officer 63 Bryant Riley and Thomas Kelleher’s biographical information is included above with those of the other members of our Board. Scott Yessner has served as our Executive Vice President and Chief Financial Officer since June 2025 and has previously served as Chief Financial Officer of Funko, Inc, from 2022 to 2023. Prior to that role, Mr. Yessner served as Chief Financial Officer of California Expanded Metal Products Company (CEMCO), from 2020 to 2022, and as Chief Financial Officer of Universal Technical Institute from 2018 to 2019. Mr. Yessner received a B.A in Economics from the University of California, Los Angeles and is a CPA licensed in California. Alan N. Forman has served as our Executive Vice President, General Counsel and Secretary since May 2015. Prior to joining us, Mr. Forman served as Senior Vice President and General Counsel of STR Holdings, Inc. from April 2012 until May 2015, and as Vice President and General Counsel from May 2010 to April 2012. Mr. Forman was also a partner at Brown Rudnick LLP from May 1998 to May 2010. Mr. Forman brings extensive experience in corporate and securities law including intellectual property, licensing agreements, financing transactions, corporate governance, and M&A. Mr. Forman holds a B.A. in Economics from Emory University and a J.D. from the George Washington University Law School. Howard Weitzman has served as our Senior Vice President, Chief Accounting Officer since December 2009. Prior to December 2009, Mr. Weitzman served as a Senior Manager in the SEC Services Group in the audit practice at Moss Adams, LLP and also worked twelve years in public accounting at two “Big 4” accounting firms, most recently as a Senior Manager in the financial services audit practice of Deloitte & Touche, LLP. Mr. Weitzman also held various senior financial management positions, with Banner Holdings, Inc. as the Chief Financial Officer of Central Financial Acceptance Corporation and Controller and Principal Accounting Officer of Central Rents, Inc. Mr. Weitzman also served as a Senior Vice President and Chief Financial Officer of Peoples Choice Financial Corporation. Mr. Weitzman received a B.S. in Accounting from California State University, Northridge and is a California licensed Certified Public Accountant. 101 Table of Contents Corporate Governance Environmental, Social and Governance (“ ESG ”) The Company recognizes the increasing importance of ESG initiatives with respect to all stakeholders. In 2021, the Company formed a management committee to assess our ESG and diversity efforts, to develop and execute our strategies, and to track our progress in this endeavor. We strive to expand our efforts in attracting talent from diverse cultural backgrounds to support the expansion of racial and gender diversity, equity, and inclusion within the industries in which we operate. We participate in targeted job fairs and events to seek out diverse talent recruits. We partner with a nonprofit foundation whose mission is to develop industry education programs that support developing diverse leaders as they prepare to embark upon their careers. Meetings and Committees of the Board Our Board is responsible for overseeing the management of our business. We keep our directors informed of our business at meetings and through reports and analyses presented to the Board and the committees of the Board. Regular communications between our directors and management also occur apart from meetings of the Board and committees of the Board. Meeting Attendance Our Board normally meets quarterly but may hold additional meetings as required. During fiscal year 2024, the Board held three regularly scheduled meetings, and 38 additional meetings. Each of our directors attended at least 75% of the total number of Board meetings and committee meetings of the Board on which he/she served. We do not have a policy requiring that directors attend our annual meeting of stockholders. A majority of our directors attended our 2024 annual meeting of stockholders. Committees of the Board of Directors Our Board currently has three standing committees to facilitate and assist the Board in the execution of its responsibilities: the Audit Committee, the Compensation Committee, and the ESG Committee. Audit Committee Our Audit Committee is composed of Randall E. Paulson (Chairperson), Renée E. LaBran, and Robert D’Agostino. Our Board has affirmatively determined that each member of the Audit Committee during 2024 was, and each current member is, independent under NASDAQ Marketplace Rule 5605(a)(2), and meets all other qualifications under NASDAQ Marketplace Rule 5605(c) and the applicable rules of the SEC. Our Board has also affirmatively determined that Randall E. Paulson qualifies as an “audit committee financial expert” as such term is defined in Regulation S-K under the Securities Act of 1933. During 2024, the Audit Committee held two regularly scheduled meetings, and 28 additional meetings. The Audit Committee acts pursuant to a written charter, which is available for review on our website at http://ir.brileyfin.com/governance . The responsibilities of the Audit Committee include overseeing, reviewing, and evaluating our financial statements, accounting and financial reporting processes, internal control functions and the audits of our financial statements. The Audit Committee is also responsible for the appointment, compensation, retention, and as necessary, the termination of our independent auditors. Compensation Committee Our Compensation Committee is composed of Robert D’Agostino (Chairperson), Robert L. Antin and Michael J. Sheldon. The Board has affirmatively determined that each member of the Compensation Committee during 2024 was, and each current member is, independent as such term is defined under NASDAQ Marketplace Rule 5605(a)(2) and the applicable rules of the SEC. During 2024, the Compensation Committee held four regularly scheduled meetings, and two additional meetings. The Board has adopted a charter for the Compensation Committee (the “Compensation Committee Charter”), which is available for review on our website at http://ir.brileyfin.com/governance . The Compensation Committee reviews and makes recommendations to the Board concerning the compensation and benefits of our executive officers, including the Co-Chief Executive Officers, and directors, oversees the administration of our stock incentive and employee benefits plans and reviews general policies relating to compensation and benefits. ESG Committee Our ESG Committee is composed of Mimi K. Walters (Chairperson), Robert L. Antin and Renée E. LaBran. The Board has affirmatively determined that each member of the ESG Committee during 2024 was, and each current member is, independent as such term is defined under NASDAQ Marketplace Rule 5605(a)(2). The ESG Committee evaluates and recommends to the Board nominees for each election of directors. During 2024, the ESG Committee held three regularly scheduled meetings. The Board has adopted a charter for the ESG Committee (the “ESG Committee Charter”), and a copy of that charter is available for review on our website at http://ir.brileyfin.com/governance . The responsibilities of the ESG 102 Table of Contents Committee include making recommendations to the Board with respect to the nominations or elections of directors and providing oversight of our corporate governance policies and practices. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person. Based solely on our review of such forms furnished to us and written representations from our reporting persons, we believe that all filing requirements applicable to our executive officers, directors and more than 10% stockholders were met in a timely manner. Code of Business Conduct and Ethics Our Board has adopted a Code of Business Conduct and Ethics that applies to all our directors, officers, and employees. The Code of Business Conduct and Ethics is available for review on our website at http://ir.brileyfin.com/governance , and is also available in print, without charge, to any stockholder who requests a copy by writing to us at B. Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025, Attention: Investor Relations. Each of our directors, employees, and officers, including our Co-Chief Executive Officers, Chief Financial Officer, and Chief Accounting Officer, are required to comply with the Code of Business Conduct and Ethics. There have not been any waivers of the Code of Business Conduct and Ethics relating to any of our executive officers or directors in the past year. Corporate Governance Documents Our corporate governance documents, including the Audit Committee Charter, Compensation Committee Charter, ESG Committee Charter and Code of Business Conduct and Ethics, are available, free of charge, on our website at https://ir.brileyfin.com/governance. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this Form 10-K. We will also provide copies of these documents, free of charge, to any stockholder upon written request to B. Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025, Attention: Investor Relations. Changes in Stockholder Nomination Procedures There have been no material changes to the procedures by which stockholders may recommend individuals for consideration by the ESG Committee as potential nominees for director since such procedures were last described in our annual proxy statement filed with the SEC on May 10, 2024. Board Leadership Structure Pursuant to our Corporate Governance Guidelines and Bylaws, the Board may, but is not required to, select a Chairman of the Board on an annual basis. In addition, the positions of Chairman of the Board and Co-Chief Executive Officer may be filled by one individual or two different individuals. Bryant Riley, our Co-Chief Executive Officer, currently serves as Chairman of our Board. The Board has determined that its current structure, with a combined Chairman and Co-Chief Executive Officer and independent directors as members of each Board committee, is in the best interests of our Company and our stockholders. The Board believes that combining the Chairman and Co-Chief Executive Officer positions is currently the most effective leadership structure for our Company given Mr. Riley’s in-depth knowledge of many of the businesses and industries in which we operate, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of certain of our customers. In addition, as a member of our Board of Directors since 2009, Chairman of B. Riley & Co., LLC since founding the stock brokerage firm in 1997 and Chief Executive Officer of B. Riley & Co., LLC from 1997 to 2006, Mr. Riley provides important continuity in the operation of our business and its oversight by our Board. His knowledge and experience, as well as his role as our Co-Chief Executive Officer, position him to elevate the most critical business issues for consideration by our independent directors. We believe that the independent nature of the Board committees, as well as the practice of our independent directors regularly meeting in executive session without members of the Board who are also members of management including Bryant Riley and Thomas Kelleher or other members of our management present, ensures that our Board maintains a level of independent oversight of management that we believe is appropriate for our Company. We do not have a lead independent director; however, pursuant to our Corporate Governance Guidelines, the non-management members of the Board may at any time decide to appoint a Presiding Director to provide leadership of executive sessions of the Board and consult with the Chairman with respect to matters to be brought before the Board, should it believe that such an appointment would be beneficial to the Company and its stockholders. 103 Table of Contents Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee is or has been an officer or employee of the Company. No member of our Compensation Committee or our Board is or has been in 2024 an executive officer of another entity at which one of our executive officers serves or has in 2024 served on either the board of directors or the Compensation Committee. For information about related person transactions involving members of our Compensation Committee, see “Certain Relationships and Related Transactions.” Board Role in Risk Management The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. These committees then provide reports to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include strategic, operational, cybersecurity, financial and reporting, succession and compensation, and other risks. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets in executive session with key management personnel and representatives of outside advisors as required. Board/Committee Primary Areas of Risk Oversight Full Board Risks and exposures associated with our business strategy and other current matters that may present material risk to our financial performance, operations, prospects, or reputation. Audit Committee Overall risk management profile and policies with respect to risk assessment and risk management, cybersecurity, material pending legal proceedings involving the Company, other contingent liabilities, as well as other risks and exposures that may have a material impact on our financial statements. Compensation Committee Risks and exposures associated with management succession planning and executive compensation programs and arrangements, including incentive plans. ESG Committee Risks and exposures associated with director succession planning, corporate governance, and overall board effectiveness. 104 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS The following compensation discussion and analysis provides information regarding our overall compensation philosophy and objectives and the elements of compensation paid to our named executive officers in 2024. Our named executive officers for 2024, determined in accordance with SEC rules, are: • Bryant R. Riley, Chairman and Co-Chief Executive Officer • Thomas J. Kelleher, Co-Chief Executive Officer • Phillip J. Ahn, Chief Financial Officer and Chief Operating Officer (1) • Kenneth Young, President (2) • Andrew Moore, Chief Executive Officer of B. Riley Securities, Inc. (3) • Alan N. Forman, Executive Vice President, General Counsel and Secretary (1) Mr. Ahn resigned effective as of June 3, 2025. On June 3, 2025, Mr. Scott Yessner joined the Company as Executive Vice President and Chief Financial Officer. (2) Mr. Young resigned effective as of September 20, 2024. (3) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025 . Executive Summary 2024 Compensation Philosophy Our executive compensation program is designed (i) to provide incentives to our executive officers to manage and grow our businesses and (ii) to attract, retain, and motivate top quality, effective executives. In addition to general senior management responsibilities, each of our named executive officers also has revenue production or management responsibilities within our operating subsidiaries. In determining compensation for our named executive officers, the primary emphasis is on our consolidated financial performance, but each individual’s performance and/or business unit performance are considered. The effective implementation of this program plays an integral role in our success. The Compensation Committee of the Board (the “Compensation Committee”) has responsibility for overseeing our compensation philosophy. The Compensation Committee has the primary authority to determine and recommend to the Board for final approval the compensation of our named executive officers. Compensation Philosophy and Objectives A substantial portion of each named executive officer’s total compensation is variable and delivered on a pay-for-performance basis. We believe this model provides a key incentive to motivate management to achieve our business objectives. The executive compensation program provides compensation opportunities contingent upon performance that we believe are competitive with practices of other similar financial services firms. We strongly believe that the components of our compensation programs align the interests of our named executive officers with our stockholders and promote long-term stockholder value creation. We link rewards to both corporate and individual performance, emphasizing long-term results and alignment with our stockholders’ interests. We align compensation with business strategy and risk and provide a mix of performance and retentive-based compensation. Long-term equity compensation is an integral part of our compensation program with awards of equity subject to vesting requirements, including continued employment. Although we do not have formal equity ownership guidelines for our executive officers and other key leaders of our Company, we encourage our executives to maintain a meaningful ownership interest in our Company, in order to align their interests with those of our stockholders. Our executives are eligible for the same benefit plans available to all of our employees, and we do not provide any executive perquisites, defined benefit plans, or other retirement benefits (other than the defined contribution plan available to employees generally). Principles and Objectives of Our Compensation Program The Compensation Committee has discretionary authority over the compensation of our named executive officers. In developing a compensation program for our named executive officers, the Compensation Committee’s goal is to link compensation decisions to both corporate and individual performance, with a focus on rewarding the achievement of financial results, as well as rewarding the individual performance and accomplishments of our named executive officers in 105 Table of Contents light of their respective duties and responsibilities, the impact of their actions on our strategic initiatives, and their overall contribution to the culture, strategic direction, stability and performance of our Company. Our Co-Chief Executive Officers recommend to the Compensation Committee the amount and form of compensation for each of our named executive officers other than themselves, and the amount and form of compensation for our Co-Chief Executive Officers are initially developed by the Chairman of the Compensation Committee with input from the committee’s independent compensation consultant, as necessary, and are then reviewed and approved by the Compensation Committee. Our Compensation Committee retains the discretion to compensate and reward our named executive officers based on a variety of other factors, including subjective or qualitative factors. Principles Our compensation program for our named executive officers is designed to attract, retain, and motivate executives and professionals of the highest quality and effectiveness while aligning their interests with the long-term interests of our stockholders. The following five “ Principles of Compensation ” summarize key categories that our Board, the Compensation Committee, and our management team believe are critical to recognize: • Company Performance — All compensation decisions are made within the context of overall Company performance. We evaluate Company performance primarily from a financial perspective, but also from a strategic perspective. • Alignment — We believe that the interests of our employees and stockholders should be aligned. Compensation directly reflects both the annual and longer-term performance of the business. • Risk Management — Compensation practices and decisions are designed to neither encourage nor reward excessive or inappropriate risk taking. • Employee Contribution — An individual’s compensation, evaluated within the context of overall Company results, is determined by the individual’s contribution to the business. We consider both financial and non-financial factors. In determining individual compensation, teamwork and unselfish behavior are recognized and appropriately rewarded. • Quality and Retention of Staff — Total compensation levels are calibrated to the market such that we remain competitive for attracting, motivating, and retaining the very best people in light of our business strategy. We seek to maximize the value of an executive’s compensation through both appropriate pay design and effective communication of pay programs. Compensation is structured to encourage long-term service and loyalty. Objectives The Compensation Committee seeks, through our compensation programs, to foster an entrepreneurial, results-focused culture that we believe is critical to the success of our Company and to the long-term growth of stockholder value. In addition to appropriately rewarding individual performance, viewed in light of each named executive officer’s duties, responsibilities and function, the Compensation Committee also believes that it is critical to encourage commitment among the named executive officers to our overall corporate objectives and culture of partnership. A key objective of our overall compensation program is for the named executive officers to have a significant portion of their compensation linked to building long-term value for our stockholders. Role of Independent Compensation Consultant In 2024, the Compensation Committee retained Mercer LLC, an independent consulting firm, to assist the Compensation Committee in fulfilling its duties in setting compensation for our Co-Chief Executive Officers and other named executive officers. Mercer was engaged by and is reporting solely to the Compensation Committee, and the Compensation Committee has the sole authority to approve the terms of the engagement. Mercer did not provide any services to the Company in Fiscal 2024 other than executive compensation consulting services provided to the Compensation Committee. Before engaging Mercer, the Compensation Committee determined that Mercer is independent, after taking into account the factors set forth in Rule 10C-1 of the Exchange Act and NASDAQ Marketplace Rule 5605(d)(3). Mercer identified a group of public peer companies to benchmark compensation for our Co-Chief Executive Officers and other named executive officers against peer company Chief Executive Officers and market survey data. Mercer’s analysis considered: (i) base salary; (ii) annual incentive compensation; (iii) total cash compensation; (iv) long-term incentive compensation; and (v) total direct compensation. Peer Group As part of its services, in 2023, Mercer compiled data regarding Chief Executive Officer and other named executive officer compensation from the following “peer” companies: BGC Group, Inc., Canaccord Genuity Inc., Cowen Inc., Greenhill & Co. Inc., Houlihan Lokey Inc., Lazard Ltd., Moelis & Company, Oppenheimer Holdings Inc., Perella Weinberg Partners, Piper Sandler Cos and PJT Partners Inc. This peer group includes companies primarily consisting of investment banks and asset managers with revenues and market capitalizations most comparable to ours. Though the Compensation Committee considered the level of compensation paid by the firms in the peer group as a reference point that 106 Table of Contents provides a framework for its decisions regarding compensation for the Co-Chief Executive Officers and other named executive officers, in order to maintain competitiveness and flexibility, the Compensation Committee did not target compensation at a particular level relative to the peer group. Similarly, the Compensation Committee did not employ a formal benchmarking strategy or rely upon specific peer-derived targets. This peer group market data is an important factor considered by the Compensation Committee when setting compensation, but it is only one of multiple factors considered by the Compensation Committee, and the amount paid to each named executive officer may be more or less than the composite market median based on individual performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Compensation Committee deems important. Review of Stockholder Advisory Votes on Our Executive Compensation Consistent with the preference of our stockholders, which was expressed at our 2019 annual meeting of stockholders held in Beverly Hills, CA, our stockholders currently have the opportunity to cast an advisory vote on our executive compensation once every three years. At our 2022 annual meeting of stockholders, our executive compensation received a favorable advisory vote from 91.24% of the votes cast on the proposal at the meeting (which excludes abstentions and broker non-votes). The Compensation Committee believes this approval affirmed stockholders’ support of our approach to executive compensation, and therefore the Compensation Committee did not significantly change our compensation policies, philosophy, structure, or levels in response to such advisory vote. The Compensation Committee will continue to consider the outcome of stockholder advisory votes on our executive compensation when making compensation decisions for our named executive officers and in respect of our compensation programs generally. Elements of 2024 Compensation This section describes the various elements of our compensation program for our named executive officers in 2024, summarized in the table below, and the Compensation Committee’s rationale for including the items in our compensation program. As detailed below, the primary elements of our compensation program during 2024 consisted of base salary, discretionary bonuses, or “at risk,” compensation opportunities, and long-term equity incentive compensation. We also provided benefit programs that apply to all employees. The elements of our executive compensation program are summarized as follows: Element Description Function Base Salary Fixed cash compensation Provides basic compensation at a level consistent with competitive practices; reflects role, responsibilities, skills, experience, and performance; encourages retention Annual Incentive Plan Annual discretionary bonuses awarded based on individual contribution and Company performance; payable in cash or stock at the discretion of the Compensation Committee Motivates and rewards for achievement of annual Company financial and non-financial performance goals; rewards excellent performance relative to the duties, responsibilities, and functions of an individual executive officer Long-Term Equity Incentives Equity awards granted at the Compensation Committee’s discretion under the 2021 B. Riley Financial, Inc. Stock Incentive Plan (the “2021 Plan”) Motivates and rewards for financial performance over a sustained period; strengthens mutuality of interests between executives and stockholders; increases retention; rewards creation of shareholder value Base Salary The purpose of base salary is to provide a set amount of cash compensation for each named executive officer that is not variable in nature and is generally competitive with market practices. Consistent with our performance-based compensation philosophy, the base salary for each named executive officer is targeted to account for less than half of total direct compensation. The Compensation Committee seeks to pay our named executive officers a competitive base salary in recognition of their job responsibilities for a publicly-held company by considering several factors, including competitive factors within our industry, past contributions and individual performance of each named executive officer, as well as retention. In setting base salaries, the Compensation Committee is mindful of total compensation and the overall goal of keeping the amount of cash compensation that is provided in the form of base salary substantially lower than the amount of bonus opportunity that is available, assuming that performance targets are met or exceeded. Base salaries for all of our named executive officers remained unchanged in 2024. 107 Table of Contents B. Riley Financial, Inc. Annual Incentive Plan The Compensation Committee believes performance-based cash compensation is important to focus B. Riley’s executives on, and reward B. Riley’s executives for, achieving key objectives. In furtherance of this, in July 2021, the Compensation Committee approved an annual incentive compensation discretionary bonus plan for our named executive officers, which remained in place for Fiscal 2024. The purpose of the B. Riley discretionary bonus plan is to increase stockholder value and the success of B. Riley by motivating key employees, including B. Riley’s named executive officers, to perform to the best of their abilities and to achieve B. Riley’s objectives. No specific target levels of performance are set by the Compensation Committee to determine the annual incentive compensation of our named executive officers. Instead, the Compensation Committee determines the amount of each named executive officer’s annual incentive compensation based on the Compensation Committee’s subjective assessment of the Company (and in some cases, of a particular business unit) and individual performance relative to the qualitative and quantitative performance indicators used by the Compensation Committee to evaluate performance. Long-Term Equity Incentive Compensation The Compensation Committee believes that a significant portion of our named executive officer compensation should be in the form of equity-based awards as a retention tool, and to align further the long-term interests of our named executive officers with those of our other stockholders. In furtherance of that objective, the Compensation Committee makes annual grants of long-term, equity-based incentive compensation awards to our named executive officers. The Compensation Committee understands that equity incentive compensation can promote high-risk behavior if the incentives it creates for short-term performance are not properly aligned with the interests of our Company over the long-term. The Compensation Committee believes that the structure of our Company’s long-term equity incentive compensation appropriately mitigates the risk by directly aligning the recipients’ interests with those of our Company. We use judgment and discretion rather than relying solely on formulaic results, and do not use highly leveraged incentives that drive risky short-term behavior. Instead, we reward consistent and longer-term performance. Our long-term equity incentive compensation rewards long-term performance on a per share basis. In March 2024, the Compensation Committee granted time-based restricted stock units ("RSUs") under the 2021 Plan to our named executive officers as a component of their annual compensation for the fiscal year ended December 31, 2024, as further described below in the “Executive Compensation-2024 Summary Compensation Table” and “2024 Grants of Plan-Based Awards.” The RSUs vest ratably over a three-year period beginning on March 15, 2025, subject to the named executive officer’s continued employment with our Company. The Compensation Committee believes that these awards appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and reward such executives. Timing Mix and Level of Equity Compensation Awards In determining the number and type of equity awards to grant in any fiscal year, the Compensation Committee considers a variety of factors, including the responsibilities and seniority of the named executive officer, the contribution that the named executive officer is expected to make to our Company in the coming years and has made in the past, and the size and terms of prior equity awards granted to the named executive officer. Decisions regarding these equity awards are typically made at the Compensation Committee’s first fiscal quarter meeting at which executive compensation for the coming year is determined. However, the Compensation Committee may also grant equity awards from time to time based on individual and corporate achievements and other factors it deems relevant, such as for retention purposes or to reflect changes in responsibilities or similar events or circumstances. Change in Control and Post-Termination Severance Benefits The employment agreements for each of our named executive officers provide them certain benefits if their employment is terminated under specified conditions. The Compensation Committee believes these benefits are important elements of each named executive officer’s comprehensive compensation package, primarily for their retention value and their alignment of the interests of our named executive officers with those of our stockholders. The details and amounts of these benefits are described in the Executive Compensation section under “Payment Due Upon Termination Without Cause, for Death or Disability, or Resignation for Good Reason.” Anti-Hedging or Pledging Policy Our insider trading policy prohibits any covered person, including directors, executive officers, and certain other employees, as well as certain immediate family members and entities over which such person exercises control, from entering into the following prohibited transactions with respect to Company securities, unless advance approval is obtained from the Company’s chief compliance officer: 108 Table of Contents • Short sales . Covered persons may not sell the Company’s securities short; • Options trading . Covered persons may not buy or sell puts or calls or other derivative securities on the Company’s securities; • Trading on margin or pledging . Covered persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and • Hedging . Covered persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities. • Pledging . Covered persons may not hypothecate or otherwise encumber shares of the Company’s common stock or other equity securities as collateral for indebtedness. This prohibition includes, but is not limited to, holding shares in a margin account. The Company also requires all directors, executive officers, and certain other persons to refrain from trading without first pre-clearing all transactions in the Company’s securities. Practices Related to the Grant of Certain Equity Awards The Company did not grant any stock options, stock appreciation rights or similar option-like instruments during Fiscal 2024. Accordingly, in 2024 the Company did not have any specific policy or practice on the timing of the grant of such options or option-like instruments relative to the Company’s disclosure of material nonpublic information. Insider Trading Arrangements and Policies The Company has adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors and officers, our employees and other covered persons, as well as by the Company, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NASDAQ listing standards. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 109 Table of Contents Employment Agreements Amended and Restated Employment Agreements The Company is party to employment agreements with each of the named executive officers, which agreements were amended and restated on April 11, 2023. Mr. Ahn resigned from the Company, effective as of June 3, 2025, and Mr. Young resigned from the Company, effective as of September 20, 2024, and each such named executive officer’s employment agreement is no longer in effect. The material terms of the amended and restated employment agreements for each such executive are as follows: • An initial term of two years with automatic one year renewals unless either party notified the other party of non-renewal at least 90 days prior to the end of the then-current term. • An annual base salary, subject to review and adjustment on an annual basis, in the amounts of: $700,000 per year for Mr. Riley and Mr. Kelleher, $450,000 per year for Mr. Ahn, $550,000 per year for Mr. Young, $550,000 per year for Mr. Moore and $450,000 per year for Mr. Forman. • Eligibility for annual performance bonuses based on individual performance and/or Company performance in an amount determined by the Company in its sole discretion, to be paid in cash less applicable withholdings no later than March 15 th of the following calendar year subject to the executive’s continued employment through the payment date. • Eligibility for each fiscal year to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion. Each such award will be subject to approval of the Compensation Committee and vest annually over a three-year period. • Notwithstanding the terms of any existing agreement or plan, all outstanding unvested stock options, RSUs, stock appreciation rights and other unvested equity linked awards granted to such individual during the term of such individual’s employment agreement shall become fully vested upon a Change of Control (as defined in the 2021 Plan) and exercisable for the remainder of their full term. • Participation in benefit plans for our executives, reimbursement for all reasonable and necessary out-of-pocket expenses incurred by such executive in the performance of such executive’s respective duties and vacation in accordance with our policies. • A requirement for each party to give twenty (20) days prior written notice to terminate such individual’s employment. • If such executive is terminated with Cause (as defined in the employment agreements) or resigns without Good Reason (as defined in the employment agreements), such individual receives such individual’s base salary and accrued unused leave through termination. • If such executive is terminated without Cause, for death or for Disability (as defined in the employment agreements) or resigns for Good Reason, such executive receives, subject to the execution of a general release, a severance payment payable in one lump sum within 60 days of termination in an amount equal to the four (4) times such individual’s base salary for Mr. Riley and Mr. Kelleher, and two (2) times such individual’s base salary for Messrs. Ahn, Young, Moore and Forman. In such circumstances, such individual shall also be eligible for reimbursement for the monthly COBRA premium paid by such executive for himself (and his dependents, if applicable), for a period ending upon the earliest of the twelve (12) month anniversary of such termination and the date on which such executive becomes eligible to receive substantially similar coverage from another employer. • Restrictive covenants, including non-competition and client non-solicitation covenants that apply while the executive is employed by the Company, an employee non-solicitation covenant that applies while the executive is employed by the Company and for one year thereafter and perpetual confidentiality and non-disparagement covenants. 110 Table of Contents Appointment of EVP and CFO - Employment & Stock Option Agreement Scott Yessner was appointed to serve as Executive Vice President and Chief Financial Officer of the Company, effective June 3, 2025 (the “Commencement Date”). The material terms of the employment agreement for Mr. Yessner are as follows: • An initial term of one year, which term shall automatically renew for additional one year term, unless either party notifies the other of non-renewal at least 90 days prior to the end the then-current term. • An annual base salary, subject to review and adjustment on an annual basis, in the amount of $600,000 per year. • A signing bonus equal to a total of one million dollars ($1,000,000), one quarter of which shall be paid within ten (10) days following each of (i) the date on which the Company files its Annual Report on Form 10-K for the year ending December 31, 2024 with the Securities & Exchange Commission (the “SEC”), (ii) the date on which the Company files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 with the SEC, (iii) the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and (iv) the date on which the Company timely files its Annual Report on Form 10-K for the year ending December 31, 2025. The Executive shall also be paid additional bonuses each equal to one hundred thousand dollars ($100,000) (x) within ten days following the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, and (y) upon the Company realizing an aggregate expense reduction of at least $7,500,000 by no later than December 31, 2025. Such bonus payments will be paid in cash by the Company in full, less applicable tax and other authorized withholdings. • Eligibility to earn a discretionary annual performance bonus based upon his performance and/or the Company’s performance in an amount determined by the Company in its sole discretion; provided however, that the target Annual Bonus shall be one million dollars ($1,000,000) and not less than six hundred thousand dollars ($600,000) nor more than one million two hundred thousand dollars ($1,200,000). Any such annual performance bonus will be paid in cash by the Company in full, less applicable tax and other authorized withholdings, by no later than March 15 th of the calendar year following the calendar year in which the services were rendered, subject to continued employment through the payment date. • Promptly following the Commencement Date, a grant of options to purchase a total of three hundred thousand (300,000) shares of common stock (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share. The options will vest ratably over three years, subject to continued employment with the Company through each such date. • Promptly following the Commencement Date, one hundred thousand (100,000) unregistered shares of Common Stock. • Eligibility each fiscal year, beginning with fiscal year ending December 31, 2026, to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion. Each such award will be subject to approval of the Compensation Committee and vest annually over a three-year period. • Notwithstanding the terms of any existing agreement or plan, all outstanding unvested stock options, RSUs, stock appreciation rights and other unvested equity linked awards granted during the term of Mr. Yessner’s employment agreement shall become fully vested upon a Change of Control (as defined in the 2021 Plan) and exercisable for the remainder of their full term. • Participation in benefit plans for our executives, reimbursement for all reasonable and necessary out-of-pocket expenses incurred by such executive in the performance of such executive’s respective duties and vacation in accordance with our policies. • A requirement for each party to give twenty (20) days prior written notice to terminate such individual’s employment. • If Mr. Yessner is terminated with Cause (as defined in the employment agreement) or resigns without Good Reason (as defined in the employment agreement), he shall be paid his base salary and accrued unused leave, if any, owed through the termination date. • If Mr. Yessner is terminated without Cause, for Death or for Disability (as defined in the employment agreement) or resigns for Good Reason, he shall receive, subject to the execution of a general release, a severance payment 111 Table of Contents payable in one lump sum within 60 days of termination in an amount equal to two times his base salary. In such circumstances, he shall also be eligible for reimbursement for the monthly COBRA premium paid by such executive for himself (and his dependents, if applicable), for a period ending upon the earliest of the twelve (12) month anniversary of such termination and the date on which he becomes eligible to receive substantially similar coverage from another employer. • Restrictive covenants, including non-competition and client non-solicitation covenants that apply while the executive is employed by the Company, an employee non-solicitation covenant that applies while the executive is employed by the Company and for one year thereafter and perpetual confidentiality and non-disparagement covenants. 112 Table of Contents COMPENSATION COMMITTEE REPORT The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in Part III of this Annual Report on Form 10-K, with our management. Based on this review and discussion, the Compensation Committee has recommended to our board of directors that the Compensation Discussion and Analysis be included herein. Respectfully submitted, THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Robert D’Agostino Robert L. Antin Michael J. Sheldon 113 Table of Contents Item 11. EXECUTIVE COMPENSATION The tables below reflect the compensation of our named executive officers for the fiscal year ended December 31, 2024. See “Compensation Discussion and Analysis” for an explanation of our compensation philosophy and program. 2024 Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our named executive officers during fiscal 2024, 2023 and 2022. (1) Name and Principal Position Year Salary ($) Bonus (2) ($) Stock Awards (3) ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation (7) ($) Total ($) Bryant R. Riley 2024 700,000 — 1,081,780 — 386,843 2,168,623 Chairman and Co-Chief Executive Officer 2023 700,000 — 1,889,256 — 2,974,063 5,563,319 2022 700,000 — 2,118,490 — 548,758 3,367,248 Thomas J. Kelleher 2024 700,000 — 1,081,780 — 386,843 2,168,623 Co-Chief Executive Officer 2023 700,000 — 1,889,256 — 2,974,063 5,563,319 2022 700,000 2,800,000 2,118,490 — 548,758 6,167,248 Phillip J. Ahn 2024 450,000 — 540,890 — 203,321 1,194,211 Chief Financial Officer and Chief Operating Officer (4) 2023 450,000 675,000 944,609 — 1,485,871 3,555,480 2022 450,000 675,000 1,109,676 — 264,968 2,499,644 Kenneth Young 2024 423,077 — — — 962,634 1,385,711 President (5) 2023 550,000 — 708,456 — 2,420,493 3,678,949 2022 550,000 750,000 1,109,676 — 1,168,749 3,578,425 Andrew Moore 2024 550,000 950,000 579,520 — 198,146 2,277,666 Chief Executive Officer, B. Riley Securities, Inc. (6) 2023 550,000 1,100,000 944,609 — 1,663,877 4,258,486 2022 550,000 1,100,000 1,109,676 — 289,174 3,048,850 Alan N. Forman 2024 450,000 675,000 309,082 — 46,370 1,480,452 Executive Vice President, General Counsel & Secretary 2023 450,000 675,000 283,398 — 611,714 2,020,112 2022 450,000 675,000 207,309 — 159,475 1,491,784 (1) The table above summarizes the total compensation earned by each of our named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022. Neither Mr. Riley nor Mr. Kelleher, each of whom were directors during all or a portion of the fiscal years ended December 31, 2024, 2023, and 2022, received any compensation for his services as a director. (2) Bonus amounts in 2024, 2023, and 2022 were discretionary bonuses for named executive officers approved by the Compensation Committee. (3) Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 of restricted stock units ("RSUs") and performance-based restricted stock units (“PRSUs”) granted during the applicable fiscal year. The assumptions used in the calculations for these amounts are described in Note 20 of the Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024. For a discussion of the material terms of outstanding RSUs, see the table below entitled “Outstanding Equity Awards at 2024 Fiscal Year-End.” (4) Mr. Ahn resigned effective as of June 3, 2025. (5) Mr. Young resigned effective as of September 20, 2024. Mr. Young’s 2024 salary reflects amount actually paid during 2024 through his date of resignation. (6) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. (7) The table below shows the components of the All Other Compensation column. 114 Table of Contents Name Dividend Rights Paid Upon 2024 Vesting of RSUs (1) ($) 401k Plan Match (2) ($) Other (3) ($) Total ($) Bryant R. Riley 381,668 5,175 — 386,843 Thomas J. Kelleher 381,668 5,175 — 386,843 Phillip J. Ahn 198,146 5,175 — 203,321 Kenneth Young 188,917 5,175 768,542 962,634 Andrew Moore 198,146 — — 198,146 Alan N. Forman 41,195 5,175 — 46,370 (1) Reflects accrued dividend rights paid upon (i) March 15, 2024 vesting of RSUs originally granted on February 24, 2023 and (ii) May 31, 2024 vesting of RSUs originally granted on May 28, 2021 and May 24, 2022, in each case in accordance with award agreements, as approved by the Compensation Committee. (2) Reflects the maximum 401(k) employer match for 2024 ($5,175), which was received by each of our NEOs who contributed to the 401(k) in 2024. Our executive officers are eligible for the same 401(k) match program as is available to all employees. (3) Reflects payments to Mr. Young pursuant to a services agreement between one of our wholly owned subsidiaries and Mr. Young for consulting services to B&W. in the capacity of Chief Executive Officer of B&W, and fees for consulting services rendered to B. Riley in 2024 following the cessation of his employment. 2024 Grants of Plan-Based Awards Table The following table presents information concerning each grant made to our named executive officers in our fiscal year ended December 31, 2024, under any equity or non-equity incentive plan. Name Grant Date All Other Stock Awards: Number of Units of Stock (1) (#) Grant Date Fair Value (2) ($) Bryant R. Riley 3/4/2024 83,086 1,081,780 Thomas J. Kelleher 3/4/2024 83,086 1,081,780 Phillip J. Ahn (3) 3/4/2024 41,543 540,890 Kenneth Young (4) — — Andrew Moore (5) 3/4/2024 44,510 579,520 Alan N. Forman 3/4/2024 23,739 309,082 (1) On March 4, 2024, we granted our NEOs RSU awards as a component of their annual compensation for the fiscal year ended December 31, 2024. The RSUs vested one-third on March 15, 2025, will vest one-third on March 15, 2026, and one-third on March 15, 2027, subject to continued employment with our Company through each vesting date. Each RSU represents the right to receive one share of our common stock. (2) Represents the grant date fair value, which has been computed in accordance with FASB ASC Topic 718. (3) Mr. Ahn resigned effective as of June 3, 2025. (4) Mr. Young resigned effective as of September 20, 2024. (5) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. 115 Table of Contents 2024 Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards held by our named executive officers as of December 31, 2024. Name Number of Units of Stock That Have Not Vested (1) (#) Market Value of Units of Stock That Have Not Vested (2) ($) Bryant R. Riley (3) 129,932 596,388 Thomas J. Kelleher (4) 129,932 596,388 Phillip J. Ahn (5) 65,300 299,727 Kenneth Young (6) 19,655 90,216 Andrew Moore (7) 68,267 313,346 Alan N. Forman (8) 30,034 137,856 (1) Represents awards of RSUs granted under the 2021 Plan. (2) The market value of awards of RSUs that have not yet vested is based on the number of unvested RSUs as of December 31, 2024, multiplied by the closing sale price of our common shares on December 31, 2024 ($4.59 per share). (3) Unvested RSUs held by Mr. Riley at December 31, 2024, vest as follows: Subject to continued employment with our Company, 44,109 RSUs vested in full on March 15, 2025, 44,101 RSUs will vest in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027. Additionally, 14,030 RSUs vested in full on June 2, 2025. (4) Unvested RSUs held by Mr. Kelleher at December 31, 2024, vest as follows: Subject to continued employment with our Company, 44,109 RSUs vested in full on March 15, 2025, 44,101 RSUs will vest in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027. Additionally, 14,030 RSUs vested in full on June 2, 2025. (5) Unvested RSUs held by Mr. Ahn at December 31, 2024, vest as follows: Subject to continued employment with our Company, 22,055 RSUs vested in full on March 15, 2025, 22,050 RSUs will vest in full on March 15, 2026 and 13,846 RSUs will vest in full on March 15, 2027. Additionally, 7,349 RSUs vested in full on June 2, 2025. Mr. Ahn resigned effective as of June 3, 2025. All of Mr. Ahn’s unvested equity awards were forfeited upon such resignation. (6) Unvested RSUs held by Mr. Young at December 31, 2024 vest as follows: Subject to continued employment with our Company, 6,153 RSUs vested in full on March 15, 2025 and 6,153 RSUs will vest in full on March 15, 2026. Additionally, 7,349 RSUs vested in full on June 2, 2025. Mr. Young resigned effective as of September 20, 2024. Mr. Young’s RSUs will continue to vest following such resignation, subject to continued service to the Company in a consultant role. (7) Unvested RSUs held by Mr. Moore at December 31, 2024 vest as follows: Subject to continued employment with our Company, 23,044 RSUs vested in full on March 15, 2025, 23,039 RSUs will vest in full on March 15, 2026 and 14,835 RSUs will vest in full on March 15, 2027. Additionally, 7,349 RSUs vested in full on June 2, 2025. Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. (8) Unvested RSUs held by Mr. Forman at December 31, 2024 vest as follows: Subject to continued employment with our Company, 10,376 RSUs vested in full on March 15, 2025, 10,373 RSUs will vest in full on March 15, 2026 and 7,912 RSUs will vest in full on March 15, 2027. Additionally, 1,373 RSUs vested in full on June 2, 2025. 116 Table of Contents 2024 Stock Vested The following table provides information on the value realized by each of our named executive officers as a result of the vesting of RSUs during the fiscal year ended December 31, 2024. Name Number of Shares Acquired on Vesting (1) (#) Value Realized on Vesting ($) Bryant R. Riley 44,414 982,946 Thomas J. Kelleher 44,414 982,946 Phillip J. Ahn (2) 22,872 507,975 Kenneth Young (3) 20,821 471,960 Andrew Moore (4) 22,872 507,975 Alan N. Forman 5,202 111,212 (1) RSUs of Messrs. Riley, Kelleher, Ahn, Young, Moore and Forman vested on March 15, 2024 as follows: 16,409, 16,409, 8,204, 6,153, 8,204, and 2,462 respectively. The closing price of our common stock on the prior trading date was $17.56 in accordance with the 2021 Plan definition of Fair Market Value (FMV). RSUs of Messrs. Riley, Kelleher, Ahn, Young, Moore and Forman vested on May 31, 2024 as follows: 28,005, 28,005, 14,668, 14,668, 14,668, and 2,740 respectively. The closing price of our common stock on the prior trading date was $24.81. (2) Mr. Ahn resigned effective as of June 3, 2025. (3) Mr. Young resigned effective as of September 20, 2024. (4) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. Potential Payments Upon Termination or Change in Control Each of our named executive officers is party to an employment agreement with the Company, the material terms of which are discussed above under “Compensation Discussion and Analysis — Employment Agreements.” Each of the employment agreements provides for a severance payment equal to four (4) times such individual’s base salary for Mr. Riley and Mr. Kelleher, and two (2) times such individual’s base salary for Messrs. Ahn, Young, Moore and Forman. The employment agreements also provide for reimbursement of a portion of the executive’s COBRA premiums for up to twelve months following a qualifying termination. Qualifying terminations include (i) termination without Cause by the Company, (ii) termination due to death or disability and (iii) resignation for Good Reason, as such terms are defined therein. In addition, the employment agreements provide that all outstanding and unvested equity-based awards, including PRSUs, become fully vested upon a change of control. The tables below provide information about the payments and other benefits to which each of our named executive officers would be entitled upon a certain terminations of employment or in the event of a change in control. The tables below show, for each named executive officer, our estimates of potential cash payments and other benefits that would have been paid to the NEO assuming that (i) a qualifying termination or change in control was effected as of December 31, 2024, and (ii) the market value of RSUs that were unvested as of December 31, 2024 was $4.59 per share, which was the closing price of Company common stock on December 31, 2024. The tables below also assume that all salary amounts earned by each NEO through the date of termination or change in control had already been paid. As a result, all amounts in these tables are only estimates, and the actual amounts that would be paid can only be determined at the time of the event triggering the payments. 117 Table of Contents Payments Due Upon Termination Without Cause, for Death or Disability, or Resignation for Good Reason Name Cash Payment (1) ($) Stock Awards (2) ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation (3) ($) Benefits (4) ($) Total ($) Bryant R. Riley 2,800,000 596,388 — 262,290 37,441 3,696,119 Thomas J. Kelleher 2,800,000 596,388 — 262,290 37,441 3,696,119 Phillip J. Ahn (5) 900,000 299,727 — 133,483 22,981 1,356,191 Kenneth Young (6) — — — — — — Andrew Moore (7) 1,100,000 313,346 — 133,483 35,069 1,581,898 Alan N. Forman 900,000 137,856 — 34,221 — 1,072,077 (1) In the event of involuntary termination without Cause, for death or disability, or resignation for Good Reason, in accordance with their employment agreements, Messrs. Riley and Kelleher shall each receive a severance payment equal to 4x his base salary, and Messrs. Ahn, Young, Moore and Forman shall each receive a severance payment equal to 2x his base salary. (2) Upon termination without Cause or for death or disability or resignation for Good Reason, in accordance with award agreements, unvested time-based RSUs shall vest. (3) Upon vesting of RSUs, accrued dividend rights, equivalent to dividends declared and paid per share of common stock from June 1, 2022 through December 31, 2024, are paid for RSUs awarded in 2022 and 2023 in accordance with award agreements. (4) According to the terms of their employment agreements, executives shall be reimbursed the difference between the cost of health insurance coverage under COBRA and premiums paid by similarly situated employees for 12 months, or until the executive becomes eligible to receive substantially similar coverage from another employer. (5) Mr. Ahn resigned effective as of June 3, 2025 and did not receive any severance payments or benefits in connection with such resignation. (6) Mr. Young resigned effective as of September 20, 2024 and did not receive any severance payments or benefits in connection with such resignation. (7) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. Payments Due Upon Termination With Cause or Resignation Without Good Reason (1) Name Cash Payment ($) Stock Awards ($) Non-Equity Incentive Plan Compensation (1) ($) All Other Compensation ($) Benefits ($) Total ($) Bryant R. Riley — — — — — — Thomas J. Kelleher — — — — — — Phillip J. Ahn (2) — — — — — — Kenneth Young (3) — — — — — — Andrew Moore (4) — — — — — — Alan N. Forman — — — — — — (1) In the event an executive is terminated by the Company with Cause or resigns without Good Reason, the executive shall only be paid his base salary through the effective of termination. (2) Mr. Ahn resigned effective as of June 3, 2025 and did not receive any severance payments or benefits in connection with such resignation. (3) Mr. Young resigned effective as of September 20, 2024 and did not receive any severance payments or benefits in connection with such resignation. (4) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. 118 Table of Contents Payments Due Upon Change in Control Name Cash Payment ($) Stock Awards ($) Non-Equity Incentive Plan Compensation (1) ($) All Other Compensation (2) ($) Benefits ($) Total ($) Bryant R. Riley — 596,388 — 262,290 — 858,678 Thomas J. Kelleher — 596,388 — 262,290 — 858,678 Phillip J. Ahn (3) — 299,727 — 133,483 — 433,210 Kenneth Young (4) — 90,216 — 112,973 — 203,189 Andrew Moore (5) — 313,346 — 133,483 — 446,829 Alan N. Forman — 137,856 — 34,221 — 172,077 (1) In accordance with executive employment agreements and RSU award agreements, unvested RSUs will vest upon Change in Control. (2) Upon vesting of RSUs upon a Change in Control, accrued dividend rights, equivalent to dividends declared and paid per share of common stock from June 1, 2022 through December 31, 2024, are paid for RSUs awarded in 2022 and 2023 in accordance with award agreements. (3) Mr. Ahn resigned effective as of June 3, 2025. (4) Mr. Young resigned effective as of September 20, 2024. (5) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. Risks Related to Compensation Policies and Practices The Compensation Committee has considered and regularly monitors whether our overall employee compensation program creates incentives for employees to take excessive or unreasonable risks that could materially harm our business. Although risk-taking is a necessary part of building any business, the Compensation Committee focuses on aligning our compensation policies with the long-term interests of the Company and its stockholders and avoiding short-term rewards for management or other employee decisions that could pose long-term risks to the Company. We believe that several features of our compensation policies for management-level employees appropriately mitigate these risks, including a mix of long- and short-term compensation incentives that we believe is properly weighted for a company of our size, in our industry and with our stage of growth, and the uniformity of compensation policies and objectives across our employees. We also believe our internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing us to a harmful long-term business transaction in exchange for short-term compensation benefits. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of annual total compensation of Mr. Riley and Mr. Kelleher, our Co-CEOs, to that of our median employee. Our median employee earned $89,019 in total compensation for 2024. Based upon the total 2024 compensation reported for each of Mr. Riley and Mr. Kelleher of $2,168,622, as reported under each CEO’s “Total” in the Summary Compensation Table, our ratio of Co-CEO pay to median employee pay was 24:1. Our median employee is employed in our B. Riley Wealth Management subsidiary. Calculation Methodology To identify our median employee, we identified our total employee population worldwide as of December 31, 2024, excluding our Co-CEOs, in accordance with SEC rules. On December 31, 2024, 81% of our employee population was located in the U.S., with 19% in non-U.S. locations. We collected full-year 2024 actual gross earnings data for the December 31, 2024 employee population, including cash-based compensation and equity-based compensation that was realized in 2024, relying on our internal payroll records. Compensation was annualized on a straight-line basis for non-temporary new hire employees who did not work with our Company for the full calendar year. Once we determined the median employee, we calculated total compensation for the median employee in the same manner in which we determine the compensation shown for our named executive officers in the Summary Compensation Table, in accordance with SEC rules. 119 Table of Contents Equity Compensation Plan Information The 2021 Plan, and 2018 Employee Stock Purchase Plan (the “ESPP”) Information about the 2021 Plan and the ESPP at December 31, 2024 was as follows: Plan Category Number Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by our stockholders: 1,412,305 (1) — 2,382,529 (3) Total 1,412,305 (1) — 2,382,529 (3) (1) Includes unvested RSU awards granted under the 2021 Plan. (2) RSU awards listed in column (a) have no associated exercise price. (3) Includes 2,145,580 shares remaining available for future issuance under the 2021 Plan and 236,949 shares remaining available for issuance under our ESPP. For more information on our equity compensation plans, see Notes 20 and 21 to the Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024. DIRECTOR COMPENSATION We use cash and equity-based compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that members of the Board expend in fulfilling their duties to us, the skill level required of such members and other relevant information. The Compensation Committee and the Board have the primary responsibility for reviewing, considering any revisions to, and approving director compensation. We do not pay our management directors for board service in addition to their regular employee compensation. Since June 30, 2020, each of our non-employee directors has received annual fees of $75,000 in cash, payable in quarterly installments, and $75,000 in equity in the form of RSUs granted under the 2021 Plan. In 2024, the Compensation Committee approved the granting of such RSUs promptly following the date on which they may be permissibly granted. The RSUs are subject to vesting and will be treated as vested on June 21, 2025, subject to continued service on the Board through such vesting date. In addition, for grants awarded from 2020 through 2023, each of our non-employee directors had the right to receive promptly following the vesting date an amount equal to the product of (i) the number of RSUs vested on such date, multiplied by (ii) the total dividends declared and paid per share of common stock since the date of award. Such vesting is subject to full acceleration in the event of certain change in control transactions for us. In addition to the foregoing, the chairpersons of the Audit Committee, the Compensation Committee and the ESG Committee receive annual fees of $15,000, $10,000 and $5,000, respectively, and each of our non-employee directors that is a member of the Audit Committee, Compensation Committee and ESG Committee receive annual fees of $5,000, $2,500 and $2,500, respectively. On August 20, 2024, the Company established a Special Committee to review the take private proposal presented to the Board by Bryant Riley. The Special Committee was comprised of Tammy Brandt, Renée E. LaBran and Mimi K. Walters, each of whom received an initial payment of $30,323 prorated for August/September, followed by a subsequent monthly fee of $15,000. Effective March 3, 2025, the take private proposal was withdrawn by Mr. Riley and shortly thereafter the Special Committee was disbanded. From time to time, our non-employee directors may receive additional compensation through equity compensation or otherwise at the discretion of the disinterested directors of the Board for extraordinary service relating to their capacity as members of the Board. 120 Table of Contents 2024 Director Compensation Table The following table summarizes the total compensation that members of the Board (other than directors who are named executive officers) earned during the fiscal year ended December 31, 2024 for services rendered as members of the Board. Name (1) Fees Earned or Paid in Cash ($) Stock Awards (2) ($) All Other Compensation (3) ($) Total ($) Robert L. Antin 80,000 — 4,993 84,993 Tammy Brandt 135,323 — 4,993 140,316 Robert D’Agostino 90,000 — 4,993 94,993 Renée E. LaBran 142,823 — 4,993 147,816 Randall E. Paulson 90,000 — 4,993 94,993 Michael J. Sheldon 77,500 — 4,993 82,493 Mimi K. Walters 140,323 — 4,993 145,316 (1) Bryant R. Riley, a member of the Board, our Chairman and Co-Chief Executive Officer, and Thomas J. Kelleher, a member of the Board and our Co-Chief Executive Officer are not included in this table because as employees Messrs. Riley and Kelleher received no additional compensation for services as directors for 2024. The compensation received by Messrs. Riley and Kelleher as our employees is shown in the summary compensation table provided above in “Executive Compensation-Summary Compensation Table.” (2) Non-employee directors did not receive any stock awards in Fiscal 2024. However, RSU awards were approved on August 6, 2024 by the Compensation Committee in the amount of 3,660 RSUs to Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon, and Mimi Walters for such directors’ annual stock grant of $75,000 as a non-employee director and will be granted promptly following the date on which the RSUs may be permissibly granted under the 2021 Plan. All awards will be treated as vested on June 21, 2025, subject to continued service on the Board through such vesting date. As of December 31, 2024, D’Agostino, Antin, Brandt, LaBran, Paulson, Sheldon, and Walters have no equity awards outstanding. (3) Reflects accrued dividend rights paid upon May 23, 2024 vesting of RSUs originally granted on May 23, 2023, in accordance with award agreements, as approved by the Compensation Committee. 121 Table of Contents Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information concerning the beneficial ownership of the shares of our common stock as of September 18, 2025 , by (i) each person we know to be the beneficial owner of 5% or more of the outstanding shares of our common stock (ii) each named executive officer listed in the Summary Compensation Table; (iii) each of our directors; and (iv) all of our executive officers and directors as a group. Shares Beneficially Owned (2) Name or Group of Beneficial Owners (1) Number Percent Directors and Named Executive Officers: Bryant R. Riley (3) 6,914,063 22.6 % Thomas J. Kelleher (4) 973,409 3.2 % Phillip J. Ahn (5) 249,226 * Scott Yessner (6) 100,000 * Kenneth Young (7) 237,156 * Andrew Moore (8) 286,546 * Alan N. Forman 123,283 * Robert L. Antin (9) 295,495 1.0 % Tammy Brandt 6,195 * Robert D’Agostino 160,570 * Renée E. LaBran 6,734 * Randall E. Paulson 318,979 1.0 % Michael J. Sheldon 56,677 * Mimi K. Walters 10,262 * Executive officers and directors as a group (15 persons): 9,787,202 32.0 % (1) Unless otherwise indicated, the business address of each holder is c/o B. Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025. (2) Applicable percentage ownership is based on 30,597,066 shares of our common stock outstanding as of September 18, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and is based on voting and investment power with respect to shares, subject to the applicable community property laws. Shares of our common stock subject to options or other contractual rights currently exercisable, or exercisable within 60 days after September 18, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person. (3) Represents 6,714,994 of our common shares beneficially owned by Mr. Riley directly or jointly with his wife; 70,151 of our common shares beneficially owned by Mr. Riley in custodial accounts for his children; and 128,918 of our common shares held of record by the B. Riley and Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley, which we refer to as the Riley profit sharing plan. Mr. Riley pledged as collateral 4,389,553 shares in favor of Axos Bank, as approved by our Board of Directors on February 27, 2019, and pursuant to the terms of a Credit Agreement and Pledge Agreement each dated as of March 19, 2019. As disclosed on Form 8K and Schedule 13D amendment filed on October 30, 2024, in 2023 Mr. Riley pledged an additional 1,414,571 shares for a total of 5,804,124 shares pledged. The business address of each of Mr. Riley, and the Riley profit-sharing plan is 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025. (4) Represents 21,188 of our common shares beneficially owned by Mr. Kelleher, 902,288 of our common shares held of record by Mr. Kelleher and M. Meighan Kelleher as trustees for the Kelleher Family Trust, 34,118 of our common shares held by Mr. Kelleher’s self-directed IRA, Thomas John Kelleher IRA, 5,600 of our common shares held with dispositive power for Mary Meighan Kelleher IRA, 3,405 of our common shares held with dispositive power for Lyndsey Kelleher, 3,405 of our common shares held with dispositive power for Kaitlin Kelleher and 3,405 of our common shares held with dispositive power for Mackenna Kelleher. (5) Mr. Ahn resigned effective as of June 3, 2025. (6) Mr. Yessner joined the Company on June 3, 2025 as Executive Vice President and Chief Financial Officer. (7) Mr. Young resigned effective as of September 20, 2024. (8) Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. effective as of September 18, 2025. (9) Represents 80,495 of our common shares beneficially owned by Mr. Antin, 200,000 shares held of record by Robert L. Antin and Patti Antin as Trustees for the Robert and Patti Antin Living Trust, and 15,000 shares held of record by The Bob and Patti Antin Family Foundation over which Mr. Antin has voting and dispositive power. 122 Table of Contents Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than as described below, since the beginning of fiscal year 2024, there were no transactions with respect to which we were a participant or currently proposed transactions with respect to which we are to be a participant in which the amount involved exceeds $120,000 and in which any director, executive officer or beneficial holder of more than 5% of any class of our voting securities or member of such person’s immediate family had or will have a direct or indirect material interest. John Ahn The Company is party to an investment advisory services agreement with Whitehawk Capital Partners, L.P. (“Whitehawk”), a limited partnership controlled by John Ahn, who is the brother of Phil Ahn, the Company’s former Chief Financial Officer, and Chief Operating Officer. Mr. Ahn resigned effective as of June 3 , 2025. Pursuant to this agreement, Whitehawk provided investment advisory services for GACP I, L.P. and GACP II, L.P., limited partnership vehicles which were subsidiaries of the Company. On February 1, 2024, one of the Company’s loans receivable with a principal amount of $4,521,000 was sold to a fund managed by Whitehawk for $4,584,000. During the year ended December 31, 2024, management fees paid for investment advisory services by Whitehawk were $2,272,000. GACP I, L.P. and GACP II, L.P., were wound down in June 2024 and December 2024, respectively. C harlie Riley Charlie Riley is the son of Bryant Riley, the Company’s Chairman and Co-Chief Executive Officer, and is employed by the Company’s subsidiary, B. Riley Principal Investments, LLC as an associate. For 2024, the Company paid Charlie Riley total compensation of $246,129 consisting of salary, bonus, and an award of restricted stock units of 1,460 of our common shares, with a grant date fair value of $24,995, calculated in accordance with FASB ASC 718, that vests ratably over three years beginning on March 15, 2025, subject to continued employment. Babcock & Wilcox One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2028. Under this agreement, fees for services provided are $750,000 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. In March 2022, a $1,000,000 performance fee was approved in accordance with the Executive Consulting Agreement. On September 20, 2024, Kenny Young resigned from his position as the President of the Company, the Executive Consulting Agreement with B&W was terminated, and concurrently, entered into a one-year consulting agreement (“the Agreement”) to provide services to the Company, pursuant to which he will be paid an annual fee of $250,000 paid on a monthly basis, subject to deduction of damages, fees and expenses that he owes the Company pursuant to this agreement. On January 18, 2024, the Company, entered into a guaranty (the “Axos Guaranty”) in favor of (i) Axos Bank, in its capacity as administrative agent (the “Administrative Agent”) for the secured parties under that certain credit agreement, dated as of January 18, 2024, among B&W, the guarantors party thereto, the lenders party thereto and the Administrative Agent (the “B&W Axos Credit Agreement”), and (ii) the secured parties. Subject to the terms and conditions of the Axos Guaranty, the Company has guaranteed certain obligations of B&W (subject to certain limitations) under the B&W Axos Credit Agreement, including the obligation to repay outstanding loans and letters of credit and to pay earned interest, fees costs and expenses of enforcing the Axos Guaranty, provided however, that the Company’s obligations with respect to the principal amount of credit extensions and unreimbursed letter of credit obligations under the B&W Axos Credit Agreement shall not at any time exceed $150,000,000 in the aggregate, which is the maximum potential amount of future payments under the guaranty. In consideration for the agreements and commitments under the Axos Guaranty and pursuant to a separate fee and reimbursement agreement, B&W has agreed to pay the Company a fee equal to 2.00% of the aggregate revolving commitments (as defined in the B&W Axos Credit Agreement) under the B&W Axos Credit Agreement, payable quarterly and, at B&W’s election, in cash in full or 50% in cash and 50% in the form of penny warrants. During the year ended December 31, 2024, and year-to-date 2025, the Company earned $3,850,000 and $1,500,000 respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities. On June 18, 2025, an amendment was made to the Axos Guaranty whereby the Company's obligations as guarantor were suspended until January 1, 2027. Randall E. Paulson We owned a minority equity interest (purchased on March 2, 2021 for $2,400,000) in Dash Medical Holdings, LLC (“Dash”). On June 13, 2024, the Company sold its equity interest in Dash for $2,760,000. This transaction was reviewed and approved by the Audit Committee of B. Riley with Mr. Paulson excluded. Mr. Paulson is a member of the board of directors of Dash and is a Co-Managing member with his partner. 123 Table of Contents Robert D’Agostino In September 2023, Q-Mation, Inc. (“Q-Mation”) engaged B. Riley Securities, Inc. to act as exclusive financial advisor in connection with a possible sale or recapitalization transaction. In December 2024, B. Riley Securities, Inc. earned an advisory fee of $2,650,000 for services in connection with the sale of Q-mation. Mr. D’Agostino serves as president of Q-Mation. Procedures for Approval of Related Party Transactions Under its charter, the Audit Committee is charged with reviewing all potential related party transactions. Our policy has been that the Audit Committee, which is comprised solely of independent directors, reviews and then recommends such related party transactions to the entire Board for further review and approval. All such related party transactions are then required to be reported under applicable SEC rules. Pursuant to our Code of Business Conduct and Ethics, our Audit Committee must review and approve in advance all material related party transactions or business or professional relationships. The Code of Business Conduct and Ethics also requires that any dealings with a related party must be conducted in such a way as to avoid preferential treatment and assure that the terms obtained by the Company are no less favorable than could be obtained from unrelated parties on an arm’s-length basis. Aside from this policy and our Code of Business Conduct and Ethics, we have not adopted additional procedures for review of, or standards for approval of, related party transactions, but instead review such transactions on a case-by-case basis. Director Independence Our Board has unanimously determined that seven of our directors — Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E. LaBran, Randall Paulson, Michael Sheldon, and Mimi Walters, a majority of the Board — are “independent” directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In addition, based upon such standards, the Board determined that Bryant Riley and Thomas Kelleher are not “independent” because of their service as employees of the Company. 124 Table of Contents Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit and All Other Fees The following table sets forth the aggregate fees for services provided to us by Marcum for the fiscal years ended December 31, 2024 and 2023: Fiscal 2024 Fiscal 2023 Audit Fees (1) $ 10,501,500 $ 8,678,220 Audit-Related Fees (2) 1,278,400 — Tax Fee — — All Other Fee — — TOTAL $ 11,779,900 $ 8,678,220 (1) Audit Fees consist of audit and various attest services performed by Marcum and include the following for the years ended December 31, 2024 and 2023: (a) reviews of our financial statements for the quarterly periods ended March 31, June 30, and September 30, and (b) the audit of our financial statements for the year ended December 31. (2) Audit-Related fees in connection with SEC investigation. Audit Committee Pre-Approval Policy As a matter of policy, all audit and non-audit services provided by our independent registered public accounting firm are approved in advance by the Audit Committee, which considers whether the provision of non-audit services is compatible with maintaining such firm’s independence. All services provided by Marcum during fiscal years 2024 and 2023 were pre-approved by the Audit Committee. The Audit Committee has considered the role of Marcum in providing services to us for the fiscal year ended December 31, 2024 and has concluded that such services are compatible with their independence as our auditors. 125 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. The Company’s Consolidated Financial Statements required to be filed in the Annual Report on the Form 10-K and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements and the effectiveness of internal control over financial reporting of the Company, are hereby filed as part of this report, beginning on page 134 . 2. Financial Statement Schedules. Financial Statement Schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included in the consolidated financial statements or the notes thereto. The financial statements of Babcock & Wilcox required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K. 3. Exhibits Required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are field with, or incorporated by reference in, this report. (b) Exhibits and Index to Exhibits, below. (c) Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons. Babcock & Wilcox was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2022. As such, Babcock & Wilcox’s financial statements for its fiscal years ended December 31, 2024, 2023, and 2022 are provided as Exhibit 99.1 to this Form 10-K incorporation by reference to Item 8 and the Financial Statement Schedule – Schedule II - Valuation and Qualifying Accounts included in Item 15 of Babcock & Wilcox Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 31, 2025. (c) Exhibit Index Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015 10-Q 3.1 8/3/2018 3.2 Amended and Restated Bylaws, dated as of November 6, 2014 10-Q 3.6 11/6/2014 3.3 Amendment to Amended and Restated Bylaws of B. Riley Financial, Inc., dated as of April 3, 2019 8-K 3.1 4/9/2019 3.4 Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. 8-K 3.1 10/7/2019 3.5 Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. 8-K 3.1 9/4/2020 3.6 State of Delaware, B Riley Financial, Series A Certificate of Correction 10-Q 3.1 2/21/2025 126 Table of Contents 3.7 State of Delaware, B Riley Financial, Series B Certificate of Correction 10-Q 3.2 2/21/2025 4.1 Description of Registered Securities 10-K 4.29 5/16/2023 4.2 Form of common stock certificate 10-K 4.1 3/30/2015 4.3 Base Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 5/7/2019 4.4 Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (NASDAQ: RILYN) 8-K 4.3 9/23/2019 4.5 Form of 6.50% Senior Note due 2026 (NASDAQ: RILYN) (included in Exhibit 4. 4 ) 8-K 4.3 9/23/2019 4.6 Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYT) 8-K 4.5 1/25/2021 4.7 Form of 6.00% Senior Note due 2028 (NASDAQ: RILYT) (included in Exhibit 4. 6 ) 8-K 4.5 1/25/2021 4.8 Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYK) 8-K 4.6 3/29/2021 4.9 Form of 5.50% Senior Note due 2026 (NASDAQ: RILYK) (included in Exhibit 4. 8 ) 8-K 4.6 3/29/2021 4.10 Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYZ) 8-K 4.7 8/6/2021 4.11 Form of 5.25% Senior Note due 2028 (NASDAQ: RILYZ) (included in Exhibit 4. 10 ) 8-K 4.7 8/6/2021 4.12 Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYG) 8-K 4.8 12/3/2021 4.13 Form of 5.00% Senior Note due 2026 (NASDAQ: RILYG) (included in Exhibit 4. 12 ) 8-K 4.8 12/3/2021 127 Table of Contents 4.14 Deposit Agreement, dated October 7, 2019, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock (NASDAQ: RILYP) 8-K 4.1 10/7/2019 4.15 Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (NASDAQ: RILYP) 8-K 4.2 10/7/2019 4.16 Form of Depositary Receipt (NASDAQ: RILYP) (included as Exhibit A to Exhibit 4.1) 8-K 4.3 10/7/2019 4.17 Deposit Agreement, dated September 4, 2020, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock (NASDAQ: RILYL) 8-K 4.1 9/4/2020 4.18 Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (NASDAQ: RILYL) 8-K 4.2 9/4/2020 4.19 Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1) 8-K 4.3 9/4/2020 10.1# Amended and Restated 2009 Stock Incentive Plan 10-Q 10.1 8/11/2015 10.2# Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement 10-Q 10.2 8/11/2015 10.3# Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement 10-Q 10.3 8/11/2015 10.4# Amendment to Amended and Restated 2009 Stock Incentive Plan 10-Q 10.4 11/1/2019 10.5# B. Riley Financial, Inc. Management Bonus Plan 8-K 10.1 8/18/2015 10.6# 2018 Employee Stock Purchase Plan 8-K 10.1 7/31/2018 10.7 BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 19, 2018 8-K 10.1 12/27/2018 10.8 First Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement and Joinder, dated as of February 1, 2019 8-K 10.1 2/7/2019 10.9 Second Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated December 31, 2020 8-K 10.1 1/6/2021 128 Table of Contents 10.10 Third Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 16, 2021 10-K 10.44 2/25/2022 10.11 Fourth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of June 21, 2022 10-Q 10.1 7/29/2022 10.12 Fifth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of March 15, 2024 10-Q 10.4 5/15/2024 10.13 Sixth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of April 9, 2024 10-Q 10.5 5/15/2024 10.14 Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of August 22, 2024 10-Q 10.1 2/21/2025 10.15 Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated as of September 6, 2024 10-Q 10.1 2/21/2025 10.16 Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 13, 2024 10-Q 10.1 2/21/2025 10.17 Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 20, 2024 10-Q 10.1 2/21/2025 10.18 Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 30, 2024 10-Q 10.2 2/21/2025 10.19* Twelfth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of November 18, 2024 10.20* Thirteenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 18, 2024 10.21 Security and Pledge Agreement, dated as of December 19, 2018 8-K 10.2 12/27/2018 10.22 Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated as of December 19, 2018 8-K 10.3 12/27/2018 10.23 Unconditional Guaranty by the registrant, dated as of December 19, 2018 8-K 10.3 12/27/2018 10.24 B. Riley Financial, Inc. 2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission 8-K 10.01 6/3/2021 10.25 Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan 10-K 10.34 4/24/2024 10.26 Form of Director and Officer Indemnification Agreement 8-K 10.3 12/22/2021 129 Table of Contents 10.27# PRSU Grant Agreement 10-K 10.46 2/25/2022 10.28# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Bryant R. Riley 8-K 10.1 4/14/2023 10.29# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Thomas J. Kelleher 8-K 10.2 4/14/2023 10.30# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Phillip J. Ahn 8-K 10.3 4/14/2023 10.31# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Alan N. Forman 8-K 10.4 4/14/2023 10.32# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Andrew Moore 8-K 10.5 4/14/2023 10.33# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Kenneth M. Young 8-K 10.6 4/14/2023 10.34 Kenny Young Consulting Services Agreement , dated as of September 20, 2024 10-Q 10.20 2/21/2025 10.35 Guaranty, dated as of January 18, 2024, among B. Riley Financial, Inc., Babcock & Wilcox Enterprises, Inc. and Axos Bank 8-K 10.1 1/22/2024 10.36§ Transfer and Contribution Agreement, dated as of October 25, 2024, between B. Riley Brand Management, LLC and BR Funding Holdings 2024-1, LLC. 8-K 2.1 10/31/2024 10.37 Membership Interest Purchase Agreement, dated October 25, 2024, by and among bebe stores, inc., HBN 120, LLC, BB Brand Holdings, LLC and BKST Brand Management, LLC. 8-K 2.2 10/31/2024 10.38§ Equity Purchase Agreement, dated as of October 13, 2024, relating to Great American Holdings, LLC. 8-K 2.1 11/21/2024 10.39§* Great American Holdings LLC Second Amended and Restated Agreement , dated as of November 15, 2024. 10.40§* Credit Agreement among Lingo Management , LLC and Banc of California Credit Agreement, dated as of August 16, 2022 10.41§* First Amendment to Lingo Management , LLC and Banc of California Credit Agreement and Joinder, dated as of September 9, 2022 10.42§* Second Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of November 10, 2022 10.43* Third Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of March 2, 2023 130 Table of Contents 10.44* Fourth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of November 6, 2023 10.45* Fifth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of February 29, 2024 10.46* Sixth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of March 15, 2024 10.47 Seventh Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of April 9, 2024 10-Q 10.2 1/14/2025 10.48 Eighth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of August 22, 2024 10-Q 10.16 2/21/2025 10.49 Ninth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of September 6, 2024 10-Q 10.17 2/21/2025 10.50 Tenth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of September 20, 2024 10-Q 10.18 2/21/2025 10.51 Eleventh Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of September 30, 2024 10-Q 10.19 2/21/2025 10.52* Twelfth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of November 18, 2024 10.53* Thirteenth Amendment to Lingo Management , LLC and Banc of California Credit Agreement, dated as of December 18, 2024 14.1 B. Riley - Code of Business Conduct and Ethics 8-K 14.1 5/30/2023 19.1* B . Riley - Insider Trading Policy 21.1* Subsidiary List 31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.2* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.3* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32.1** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 131 Table of Contents 32.2** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1# B. Riley - Clawback Policy 10-K 97.10 4/24/2024 99.1*** Babcock & Wilcox Financial Statements 10-K 99.1 3/31/2025 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _________________________________ * Filed herewith. ** Furnished herewith. *** Audited consolidated financial statements of Babcock & Wilcox Enterprises, Inc. as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to the Annual Report on Form 10-K filed by Babcock & Wilcox Enterprises, Inc. for the year ended December 31, 2024). # Management contract or compensatory plan or arrangement. § In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Item 16. FORM 10-K SUMMARY None. 132 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. B. Riley Financial, Inc. Date: September 19, 2025 /s/ SCOTT YESSNER (Scott Yessner, Executive Vice President and Chief Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated: Signature Title Date /s/ BRYANT R. RILEY Co-Chief Executive Officer Chairman of the Board September 19, 2025 (Bryant R. Riley) (Principal Executive Officer) /s/ THOMAS J. KELLEHER Co-Chief Executive Officer Director September 19, 2025 (Thomas J. Kelleher) /s/ SCOTT YESSNER Executive Vice President Chief Financial Officer September 19, 2025 (Scott Yessner) (Principal Financial Officer) /s/ HOWARD E. WEITZMAN Chief Accounting Officer (Principal Accounting Officer) September 19, 2025 (Howard E. Weitzman) /s/ ROBERT L. ANTIN Director September 19, 2025 (Robert L. Antin) /s/ ROBERT D’AGOSTINO Director September 19, 2025 (Robert D’Agostino) /s/ TAMMY BRANDT Director September 19, 2025 (Tammy Brandt) /s/ RENÉE E. LABRAN Director September 19, 2025 (Renée E. LaBran) /s/ RANDALL E. PAULSON Director September 19, 2025 (Randall E. Paulson) /s/ MICHAEL J. SHELDON Director September 19, 2025 (Michael J. Sheldon) /s/ MIMI K. WALTERS Director September 19, 2025 (Mimi K. Walters) 133 Table of Contents B. RILEY FINANCIAL, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) 135 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 138 Consolidated Balance Sheets 142 Consolidated Statements of Operations 143 Consolidated Statements of Comprehensive (Loss) Income 145 Consolidated Statements of Equity (Deficit) 146 Consolidated Statements of Cash Flows 147 Notes to Consolidated Financial Statements 150 134 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of B. Riley Financial, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of B. Riley Financial, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss , equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2024, based on the criteria established Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 19, 2025 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of Level 3 Investments Description of the Matter As discussed in Note 2(v) of the financial statements, the Company estimates the fair value of level 3 investments, which includes equity securities and loans receivable, at fair value. At December 31, 2024, the Company reported equity securities and loans receivable, at fair value of approximately $40.5 million and $90.1 million, respectively. Management uses judgment to determine the significant assumptions used in valuation models to record level 3 investments at their fair value using level 3 inputs. These level 3 inputs are unobservable, supported by little or no market activity, and are significant to the fair value of level 3 investments. Evaluating management’s significant assumptions to determine the fair value of level 3 investments was complex and required judgment, particularly when evaluating level 3 135 Table of Contents inputs such as discount rates, projected earnings before interest income, interest expense, income taxes, and depreciation and amortization (“EBITDA”), multiples of EBITDA, multiples of sales, market price of related securities, market interest rates and expected annualized volatility rates. These significant assumptions are affected by expectations about future economic and industry factors as well as estimates of the investee’s future growth. The principal considerations for our determination that performing procedures relating to the valuation of certain level 3 investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain level 3 investments, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the aforementioned significant unobservable level 3 inputs used in the valuation of level 3 investments, and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge. How We Addressed the Matter in Our Audit Our audit procedures related to the valuation of level 3 investments to address this critical audit matter included the following: • Obtained an understanding of the control environment related to the Company’s process to determine the reasonableness of significant assumptions used in valuation models to record level 3 investments at their fair value and evaluated the design effectiveness of the relevant controls. • Tested the completeness, accuracy and reliability of level 3 inputs used by management in valuation models. • Tested the mathematical accuracy of the valuation models used to determine the fair values of level 3 investments. • With the assistance of firm employed valuation specialists, evaluated the reasonableness of valuation models and significant assumptions and tested level 3 inputs for reasonableness. Goodwill Impairment Assessment- Capital Markets Description of the Matter As discussed in Note 2(u) and Note 10 of the financial statements, the Company annually assesses goodwill for impairment or more frequently if events and circumstances indicate that the estimated fair value may no longer exceed its carrying value. Such factors considered in the Company’s assessment include, but are not limited to, financial performance, macroeconomic conditions, as well as industry and market considerations. When a quantitative impairment test is performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. In performing the quantitative impairment test of goodwill for the Capital Markets reporting unit, the Company used a combination of the income and market approaches to estimate the fair value of the Capital Market reporting unit’s fair value. Under the income approach, the Company calculates the fair value of the reporting unit based on discounted estimated future cash flows. Under the market approach, the Company estimates the fair value of the reporting unit based upon a multiple from a selection of comparable publicly traded companies applied to the unit’s earnings before taxes. The principal considerations for our determination that performing procedures relating to goodwill in the Capital Markets reporting unit is a critical audit matter are (i) the significant judgment by management when evaluating indicators of impairment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge. How We Addressed the Matter in Our Audit Our audit procedures related to the quantitative test for impairment of goodwill in the Capital Markets reporting unit to address this critical audit matter included the following: • Obtained an understanding of the control environment, evaluating the design effectiveness, and testing the operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Capital Markets reporting unit, such as controls related to future operating performance, projected cash flows, long term growth rates, discount rates and the selection of comparable publicly traded companies. 136 Table of Contents • Evaluated the reasonableness of management’s revenue and cash flow forecasts by comparing management’s forecasts to historical results, and forecasted industry information of companies in its peer group. • With the assistance of firm employed valuation specialists, evaluated the reasonableness of the valuation technique, corroborated the long term growth rates, discount rates, comparable companies used by testing the underlying source information and tested the mathematical accuracy of the calculations used by management. • Validated the reasonableness of the internally determined fair value of its reporting units by comparing it to the Company’s market capitalization. • Compared the carrying value for the Capital Markets reporting unit to the estimated fair value. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2009. Melville, NY September 19, 2025 137 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Stockholders and Board of Directors of B. Riley Financial, Inc. Adverse Opinion on Internal Control over Financial Reporting We have audited B. Riley Financial, Inc.’s (the "Company") internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in the “Report of Management on Internal Control Over Financial Reporting”: • The Company identified two material weaknesses in controls related to information technology general controls (“ITGCs”) at Lingo Management, LLC and Tiger US Holdings, Inc. and subsidiaries in the areas of user access, program change management, and information technology (“IT”) operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the investment valuation of Level 3 investments such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the identification and disclosure of material related party transactions in accordance with Accounting Standards Codification (“ASC”) 850, Related Party Disclosures. Specifically, management’s review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the income tax provision such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements. • The Company identified material weaknesses in controls related to ITGCs at Bebe Stores Inc. in the areas of user access, program change management, and IT operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes. As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted. Additionally, the Company did not consistently retain evidence of review, further contributing to the material weakness. • The Company identified a material weakness in controls due to its inability to rely on the SOC 1 Type 2 reports associated with two third-party service organizations that support significant elements of its financial reporting processes over B. Riley Retail Solutions, LLC. Specifically, the Company did not have adequate ITGCs in place over the IT systems and related reports at these third-party service providers, which are used in the execution of controls supporting the Company’s financial reporting. As a result, business process automated and manual controls that were dependent on these ITGCs at the service organizations could have been adversely impacted. 138 Table of Contents • The Company identified two material weakness relating to the design and operating effectiveness of management’s review controls over goodwill such that management did not adequately evaluate relevant factors and indicators to determine whether it was more likely than not that the fair value of a business segment was less than the carrying amount of goodwill and other intangibles assigned to that reporting unit as well as a lack of appropriate approval in accordance with Company policy over significant decisions involving goodwill. • The Company identified a material weakness related to the design and operating effectiveness of controls related to journal entry controls. There was a lack of segregation of duties considerations associated within the journal entry approval workflow. The workflow in the system did not systemically prevent individuals who can post journal entries to also approve the same entries. Additionally, the Company did not retain evidence of review of certain journal entries. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2024 consolidated financial statements and this report does not affect our report dated September 19, 2025 on those consolidated financial statements. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of operations, comprehensive loss, equity(deficit), and cash flows for each of the three years in the period ended December 31, 2024 and our report dated September 19, 2025 expressed an unqualified opinion on those consolidated financial statements. As described in “Report of Management on Internal Control Over Financial Reporting”, management has excluded its Nogin Inc. subsidiaries, from its assessment of internal control over financial reporting as of December 31, 2024 because these entities were acquired by the Company in purchase business combinations during 2024. We have also excluded Nogin, Inc. from our audit of internal control over financial reporting. These subsidiaries’ combined total assets and total revenues represent approximately 3% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Report of Management on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. 139 Table of Contents Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate. /s/ Marcum LLP Marcum LLP Melville, NY September 19, 2025 140 Table of Contents PART IV. FINANCIAL INFORMATION Item 15. Financial Statements. 141 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except par value) December 31, 2024 December 31, 2023 Assets: Assets: Cash and cash equivalents $ 154,877 $ 222,690 Restricted cash 100,475 1,875 Due from clearing brokers 30,713 51,334 Securities and other investments owned, at fair value 282,325 809,049 Securities borrowed 43,022 2,870,939 Accounts receivable, net of allowance for credit losses of $ 10,073 and $ 7,175 as of December 31, 2024 and 2023, respectively 88,384 101,036 Due from related parties 162 172 Loans receivable, at fair value (includes $ 51,902 and $ 378,768 from related parties as of December 31, 2024 and 2023, respectively) 90,103 532,419 Prepaid expenses and other assets (includes $ 3,449 and $ 11,802 from related parties as of December 31, 2024 and 2023, respectively) 252,344 241,862 Operating lease right-of-use assets 53,767 87,167 Property and equipment, net 18,954 25,206 Goodwill 423,136 466,638 Other intangible assets, net 146,885 198,245 Deferred income taxes 13,393 33,631 Assets held for sale (Note 4) 84,723 — Assets of discontinued operations (Note 4) — 438,341 Total assets $ 1,783,263 $ 6,080,604 Liabilities and Equity / (Deficit) Liabilities: Accounts payable $ 52,564 $ 43,992 Accrued expenses and other liabilities 203,196 252,876 Deferred revenue 58,153 70,575 Deferred income taxes 5,462 — Due to related parties and partners 3,404 2,480 Securities sold not yet purchased 5,675 8,601 Securities loaned 27,942 2,859,306 Operating lease liabilities 61,038 98,088 Notes payable 28,021 19,391 Loan participations sold 6,000 — Revolving credit facility 16,329 43,801 Term loans, net 199,429 625,151 Senior notes payable, net 1,530,561 1,668,021 Liabilities held for sale (Note 4) 41,505 — Liabilities of discontinued operations (Note 4) — 28,756 Total liabilities 2,239,279 5,721,038 Commitments and contingencies (Note 19) B. Riley Financial, Inc. stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding as of December 31, 2024 and 2023; and liquidation preference of $ 114,082 as of December 31, 2024 and 2023. — — Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 30,499,931 and 29,937,067 shares issued and outstanding as of December 31, 2024 and 2023, respectively. 3 3 Additional paid-in capital 589,387 572,170 Accumulated deficit ( 1,070,996 ) ( 281,285 ) Accumulated other comprehensive loss ( 6,569 ) 229 Total B. Riley Financial, Inc. stockholders’ equity (deficit) ( 488,175 ) 291,117 Noncontrolling interests 32,159 68,449 Total equity (deficit) ( 456,016 ) 359,566 Total liabilities and equity (deficit) $ 1,783,263 $ 6,080,604 The accompanying notes are an integral part of these consolidated financial statements. 142 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except share data) Year Ended December 31, 2024 2023 2022 Revenues: Services and fees (includes $ 18,575 , $ 6,143 and $ 12,432 for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively) $ 875,480 $ 898,750 $ 815,951 Trading (loss) income ( 57,007 ) 21,603 ( 148,294 ) Fair value adjustments on loans (includes $( 328,671 ), $( 36,788 ) and $( 1,603 ) for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively) ( 325,498 ) 20,225 ( 54,334 ) Interest income - loans (includes $ 33,186 , $ 26,563 and $ 7,559 for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively) 54,141 123,244 157,669 Interest income - securities lending 70,862 161,652 83,144 Sale of goods 220,619 240,303 85,347 Total revenues 838,597 1,465,777 939,483 Operating expenses: Direct cost of services 213,901 214,065 118,535 Cost of goods sold 167,634 172,836 60,754 Selling, general and administrative expenses 759,777 764,926 654,826 Restructuring charge 1,522 2,131 9,011 Impairment of goodwill and other intangible assets 105,373 70,333 — Interest expense - Securities lending and loan participations sold 66,128 145,435 66,495 Total operating expenses 1,314,335 1,369,726 909,621 Operating (loss) income ( 475,738 ) 96,051 29,862 Other income (expense): Interest income 3,621 3,875 2,735 Dividend income 4,462 12,747 7,851 Realized and unrealized losses on investments ( 263,686 ) ( 162,053 ) ( 247,540 ) Change in fair value of financial instruments and other 4,614 ( 3,998 ) 10,188 Gain on bargain purchase — 15,903 — Income (loss) from equity method investments 31 ( 152 ) 3,570 Loss on extinguishment of debt ( 18,725 ) ( 5,409 ) — Interest expense ( 133,308 ) ( 156,240 ) ( 141,003 ) Loss from continuing operations before income taxes ( 878,729 ) ( 199,276 ) ( 334,337 ) (Provision for) benefit from income taxes ( 22,125 ) 39,115 65,252 Loss from continuing operations ( 900,854 ) ( 160,161 ) ( 269,085 ) Income from discontinued operations, net of income taxes 125,915 54,530 112,491 Net loss ( 774,939 ) ( 105,631 ) ( 156,594 ) Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 10,665 ) ( 5,721 ) 3,235 Net loss attributable to B. Riley Financial, Inc. ( 764,274 ) ( 99,910 ) ( 159,829 ) Preferred stock dividends 8,060 8,057 8,008 143 Table of Contents Net loss available to common shareholders $ ( 772,334 ) $ ( 107,967 ) $ ( 167,837 ) Basic net (loss) income per common share: Continuing operations $ ( 29.67 ) $ ( 5.38 ) $ ( 9.87 ) Discontinued operations $ 4.21 $ 1.69 $ 3.92 Basic (loss) income per common share $ ( 25.46 ) $ ( 3.69 ) $ ( 5.95 ) Diluted net (loss) income per common share: Continuing operations $ ( 29.67 ) $ ( 5.38 ) $ ( 9.87 ) Discontinued operations $ 4.21 $ 1.69 $ 3.92 Diluted (loss) income per common share $ ( 25.46 ) $ ( 3.69 ) $ ( 5.95 ) Weighted average basic common shares outstanding 30,336,274 29,265,099 28,188,530 Weighted average diluted common shares outstanding 30,336,274 29,265,099 28,188,530 The accompanying notes are an integral part of these consolidated financial statements. 144 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss (Dollars in thousands) Year Ended December 31, 2024 2023 2022 Net loss $ ( 774,939 ) $ ( 105,631 ) $ ( 156,594 ) Other comprehensive (loss) income: Reclassifications out of accumulated other comprehensive loss into income from discontinued operations ( 2,244 ) — — Change in cumulative translation adjustment ( 4,554 ) 2,699 ( 1,390 ) Other comprehensive (loss) income, net of tax ( 6,798 ) 2,699 ( 1,390 ) Total comprehensive loss ( 781,737 ) ( 102,932 ) ( 157,984 ) Comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 10,665 ) ( 5,721 ) 3,235 Comprehensive loss attributable to B. Riley Financial, Inc. $ ( 771,072 ) $ ( 97,211 ) $ ( 161,219 ) The accompanying notes are an integral part of these consolidated financial statements. 145 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Equity (Deficit) (Dollars in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity (Deficit) Shares Amount Shares Amount Balance, January 1, 2021 4,512 $ — 27,591,028 $ 3 $ 413,486 $ 248,862 $ ( 1,080 ) $ 43,930 $ 705,201 Preferred stock issued 33 — — — 874 — — — 874 ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 583,624 — ( 10,271 ) — — — ( 10,271 ) Common stock repurchased and retired — — ( 183,257 ) — ( 6,516 ) — — — ( 6,516 ) Shares issued for acquisitions — — 532,369 — 35,648 — — — 35,648 Share based payments — — — — 60,890 — — — 60,890 Share based payments in equity of subsidiary — — — — 125 — — — 125 Vesting of shares in equity of subsidiary — — — — ( 35 ) — — 35 — Dividends on common stock ($ 4.00 per share) — — — — — ( 124,891 ) — — ( 124,891 ) Dividends on preferred stock — — — — — ( 8,008 ) — — ( 8,008 ) Net (loss) income — — — — — ( 159,829 ) — 5,803 ( 154,026 ) Remeasurement of B. Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity — — — — — ( 1,354 ) — — ( 1,354 ) Distributions to noncontrolling interests — — — — — — — ( 11,731 ) ( 11,731 ) Contributions from noncontrolling interests — — — — — — — 21,160 21,160 Acquisition of noncontrolling interests — — — — — — — 182 182 Other comprehensive loss — — — — — — ( 1,390 ) — ( 1,390 ) Balance, December 31, 2022 4,545 $ — 28,523,764 $ 3 $ 494,201 $ ( 45,220 ) $ ( 2,470 ) $ 59,379 $ 505,893 Common stock issued, net of offering costs — — 2,090,909 — 114,507 — — — 114,507 Preferred stock issued 18 — — — 467 — — — 467 ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 1,445,050 — ( 7,591 ) — — — ( 7,591 ) Common stock repurchased and retired — — ( 2,174,608 ) — ( 69,479 ) — — — ( 69,479 ) Shares issued for acquisitions — — 51,952 — 2,111 — — — 2,111 Remeasurement of Lingo redeemable minority interest — — — ( 6,283 ) — — — ( 6,283 ) Share based payments — — — — 44,278 — — — 44,278 Share based payments in equity of subsidiary — — — — 216 — — — 216 Vesting of shares in equity of subsidiary — — — — ( 257 ) — — 257 — Dividends on common stock ($ 4.00 per share) — — — — — ( 126,104 ) — — ( 126,104 ) Dividends on preferred stock — — — — — ( 8,057 ) — — ( 8,057 ) Net loss — — — — — ( 99,910 ) — ( 5,575 ) ( 105,485 ) Remeasurement of B. Riley Principal 250 Merger Corporations subsidiary temporary equity — — — — — ( 1,994 ) — — ( 1,994 ) Distributions to noncontrolling interests — — — — — — — ( 8,497 ) ( 8,497 ) Contributions from noncontrolling interests — — — — — — — 5,592 5,592 Acquisition of noncontrolling interests — — — — — — — 16,433 16,433 Other — — — — — — — 860 860 Other comprehensive income — — — — — — 2,699 — 2,699 Balance, December 31, 2023 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566 ESPP shares issued and vesting of restricted stock, and other, net of shares withheld for employer taxes — — 325,961 — ( 3,218 ) — — — ( 3,218 ) Common stock issued upon exercise of warrants — — 200,000 — 653 — — — 653 Common stock issued in extinguishment of senior notes — — 36,903 — 1,011 — — — 1,011 Share based payments — — — — 18,774 — — — 18,774 Share based payments in equity of subsidiary — — — — 140 — — — 140 Vesting of shares in equity of subsidiary — — — — ( 143 ) — — 143 — Dividends on common stock ($ 1.00 per share), net of forfeitures — — — — — ( 17,377 ) — — ( 17,377 ) Dividends on preferred stock — — — — — ( 8,060 ) — — ( 8,060 ) Net loss — — — — — ( 764,274 ) — ( 10,665 ) ( 774,939 ) Distributions to noncontrolling interests — — — — — — — ( 9,119 ) ( 9,119 ) Contributions from noncontrolling interests — — — — — — — 3,947 3,947 Acquisition of noncontrolling interests — — — — — — — 4,650 4,650 Disposition of noncontrolling interests — — — — — — — ( 25,246 ) ( 25,246 ) Other comprehensive loss — — — — — — ( 6,798 ) — ( 6,798 ) Balance, December 31, 2024 4,563 $ — 30,499,931 $ 3 $ 589,387 $ ( 1,070,996 ) $ ( 6,569 ) $ 32,159 $ ( 456,016 ) The accompanying notes are an integral part of these consolidated financial statements. 146 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 774,939 ) $ ( 105,631 ) $ ( 156,594 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 45,405 49,604 39,969 Provision for credit losses 5,993 7,147 4,214 Share-based compensation 19,054 45,109 61,140 Fair value and remeasurement adjustments, non-cash (includes $ 328,671 , $ 36,788 , and $ 1,603 from related parties in 2024, 2023 and 2022, respectively) 327,630 ( 10,699 ) 34,871 Non-cash interest and other (includes $( 32,256 ), $( 2,926 ), and $( 935 ) from related parties in 2024, 2023 and 2022, respectively) ( 23,259 ) ( 9,652 ) ( 3,204 ) Depreciation of rental merchandise 15,092 4,070 — Effect of foreign currency on operations ( 247 ) ( 310 ) 754 Loss (income) from equity method investments ( 31 ) 181 ( 3,570 ) Dividends from equity investments 159 434 4,038 Deferred income taxes 25,888 ( 40,945 ) ( 80,431 ) Impairment of goodwill and other intangible assets 105,373 70,333 — Gain on disposal of discontinued operations ( 217,504 ) — — (Gain) loss on sale of business, disposal of fixed assets, and other ( 163 ) ( 9,034 ) 4,922 Gain on bargain purchase — ( 15,903 ) — Loss (gain) on extinguishment of debt 19,158 5,294 ( 1,102 ) Gain on equity investment — — ( 6,790 ) De-consolidation of BRPM 150 — — ( 8,294 ) Income allocated to and fair value adjustment for mandatorily redeemable noncontrolling interests 1,170 1,835 1,119 Change in operating assets and liabilities: Amounts due to/from clearing brokers 20,622 ( 21,903 ) ( 69,172 ) Securities and other investments owned 699,616 123,196 390,635 Securities borrowed 2,827,917 ( 527,612 ) ( 252,361 ) Accounts receivable 2,230 26,397 6,599 Prepaid expenses and other assets (includes $ 8,353 , $ 10,521 , and $ 564 from related parties in 2024, 2023 and 2022, respectively) 26,040 737 ( 54,273 ) Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities ( 14,120 ) ( 79,848 ) ( 141,328 ) Amounts due to/from related parties and partners ( 1,250 ) ( 1,045 ) 3,925 Securities sold, not yet purchased ( 2,926 ) 2,704 ( 22,726 ) Deferred revenue ( 11,993 ) ( 15,232 ) 8,966 Securities loaned ( 2,831,364 ) 525,275 245,346 Net cash provided by operating activities 263,551 24,502 6,653 147 Table of Contents Year Ended December 31, 2024 2023 2022 Cash flows from investing activities: Purchases of loans receivable (includes $( 57,615 ), $( 174,753 ), and $( 35,491 ) from related parties in 2024, 2023 and 2022, respectively) ( 118,721 ) ( 544,957 ) ( 503,146 ) Repayments of loans receivable (includes $ 74,770 , $ 77,600 , and $ 5,928 from related parties in 2024, 2023 and 2022, respectively) 149,047 606,716 574,854 Sales of loans receivable (includes $ — , $ 77,484 , and $ — from related parties in 2024, 2023 and 2022, respectively) 31,012 84,984 — Proceeds from loan participations sold 5,980 — — Acquisition of businesses and minority interest, net of $ 604 , $ 8,308 , and $ 50,733 cash acquired in 2024, 2023, and 2022, respectively ( 19,142 ) ( 26,240 ) ( 261,693 ) Purchases of property, equipment and intangible assets ( 7,952 ) ( 7,711 ) ( 3,918 ) Proceeds from sale of business and other 261 17,490 2 Sale of Great American Group 167,064 — — Sale of Brands Interests, net of $( 585 ) cash sold in 2024 234,050 — — Funds received from trust account of subsidiary — 175,763 172,584 Purchases of equity and other investments ( 1,065 ) ( 4,871 ) ( 10,974 ) Net cash provided by (used in) investing activities 440,534 301,174 ( 32,291 ) Cash flows from financing activities: Proceeds from revolving line of credit 89,274 219,157 64,878 Repayment of revolving line of credit ( 116,746 ) ( 303,034 ) ( 17,200 ) Proceeds from note payable 15,000 — — Repayment of notes payable and other ( 6,653 ) ( 13,806 ) ( 530 ) Proceeds from term loan — 628,187 324,200 Repayment of term loan ( 444,770 ) ( 520,803 ) ( 96,228 ) Proceeds from issuance of senior notes — 185 51,601 Redemption of senior notes ( 140,491 ) ( 58,924 ) — Payment of debt issuance and offering costs ( 3,484 ) ( 27,993 ) ( 8,222 ) Payment of contingent consideration ( 12,921 ) ( 1,905 ) ( 1,776 ) ESPP and payment of employment taxes on vesting of restricted stock ( 3,218 ) ( 7,591 ) ( 10,286 ) Common dividends paid ( 33,731 ) ( 141,099 ) ( 119,454 ) Preferred dividends paid ( 8,060 ) ( 8,057 ) ( 8,008 ) Repurchase of common stock — ( 69,479 ) ( 6,516 ) Distributions to noncontrolling interests ( 10,747 ) ( 6,520 ) ( 4,208 ) Contributions from noncontrolling interests 3,947 6,055 21,096 Redemption of subsidiary temporary equity and distributions — ( 175,763 ) ( 172,584 ) Proceeds from issuance of common stock — 115,000 — Proceeds from issuance of preferred stock — 467 874 Proceeds from exercise of warrants 653 — — Net cash (used in) provided by financing activities ( 671,947 ) ( 365,923 ) 17,637 Increase (decrease) in cash, cash equivalents and restricted cash 32,138 ( 40,247 ) ( 8,001 ) Effect of foreign currency on cash, cash equivalents and restricted cash ( 9,301 ) 3,160 ( 933 ) Net increase (decrease) in cash, cash equivalents and restricted cash 22,837 ( 37,087 ) ( 8,934 ) 148 Table of Contents Year Ended December 31, 2024 2023 2022 Cash, cash equivalents and restricted cash from continuing operations, beginning of period 224,565 226,066 266,224 Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 9,274 44,860 13,636 Cash, cash equivalents and restricted cash, beginning of year 233,839 270,926 279,860 Cash, cash equivalents and restricted cash from continuing operations, end of period 256,676 224,565 226,066 Cash, cash equivalents and restricted cash from discontinued operations, end of period — 9,274 44,860 Cash, cash equivalents and restricted cash, end of year (1) $ 256,676 $ 233,839 $ 270,926 Supplemental disclosures: Interest paid $ 239,660 $ 315,309 $ 193,387 Taxes paid $ 7,130 $ 20,121 $ 49,357 (1) Includes cash from assets held for sale of $ 1,324 in 2024. The accompanying notes are an integral part of these consolidated financial statements. 149 Table of Contents B. RILEY FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share data) NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS B. Riley Financial, Inc. and its subsidiaries (collectively, the “Company”) provide investment banking, brokerage, wealth management, asset management, direct lending, business advisory, valuation, and asset disposition services to a broad client base spanning public and private companies, financial sponsors, investors, financial institutions, legal and professional services firms, and individuals. The Company also has a portfolio of communication related businesses that provide consumer Internet access and cloud communication services, Tiger US Holdings, Inc. (“Targus”), which designs and sells laptop and computer accessories, and E-Commerce, technology platform provider that delivers Commerce-as-a-Service (“CaaS”) solutions for apparel brands and other retailers. The Company operates in six reportable operating segments: (i) Capital Markets, through which the Company provides investment banking, corporate finance, securities lending, restructuring, research, sales and trading services to corporate and institutional clients; (ii) Wealth Management, through which the Company provides wealth management and tax services to corporate and high-net-worth clients; (iii) Financial Consulting, through which the Company provides bankruptcy, financial advisory, and forensic accounting, (iv) Communications, through which the Company provides consumer Internet access and related subscription services, cloud communication services, and mobile phone voice, text, and data services and devices; (v) Consumer Products, which generates revenue through sales of laptop and computer accessories, and (vi) E-Commerce, which is an e-commerce, technology platform provider that delivers CaaS solutions for apparel brands and other retailers. Recent Developments On October 25, 2024, the Company and its majority-owned subsidiary bebe stores, inc. (“bebe”) completed a transaction for their brand assets that included the sale of its equity interests in the assets and intellectual property related to the licenses of the bebe and Brookstone brands and a secured financing transaction for the Company’s interests in the assets and intellectual property related to the licenses of several brands, including Hurley, Justice, Scotch & Soda, Catherine Malandrino, English Laundry, Joan Vass, Kensie, Limited Too and Nanette Lepore (collectively, the “Brands Transaction”). On November 15, 2024, the Company completed the sale of a 52.6 % ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the "Great American Group Transaction") to Oaktree Capital Management, L.P. and/or its affiliates (collectively, “Oaktree”), a global asset manager. Management concluded that these businesses represent a strategic shift that had a major effect on our operations and met the criteria for discontinued operations and, as such, have been excluded from continuing operations in the periods presented as more fully described in Note 4. Net (loss) income per share amounts are computed independently for net (loss) income from continuing operations, net (loss) income from discontinued operations and net loss attributable to the Company. As a result, the sum of per-share amounts may not equal the total. Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations. On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel Financial Corp. ("Stifel"). The sale was completed on April 4, 2025 for net cash consideration based on the 36 financial advisors that joined Stifel at closing. The Company determined that the assets and liabilities associated with the Wealth Management transaction met the criteria to be classified as held for sale, as discussed in Note 4, and properly classified in the consolidated balance sheets as of December 31, 2024. On March 3, 2025, the Company and BR Financial Holdings, LLC, a wholly owned subsidiary of the Company (“BR Financial”), B. Riley Environmental Holdings, LLC and other indirect subsidiaries of the Company which included Atlantic Coast Recycling, LLC (“Atlantic Coast Recycling”), Atlantic Coast Recycling of Ocean County, LLC, (“Atlantic Coast Recycling of Ocean County” and, together with Atlantic Coast Recycling, the “Atlantic Companies”), entered into a Membership Interest Purchase Agreement, dated as of March 1, 2025 (the “MIPA”), whereby all of the issued and outstanding membership interests in each of the Atlantic Companies (the “Interests”) owned by BR Financial and the minority holders were sold to a third party for an agreed upon purchase price subject to certain adjustments and holdback amount pending receipt of a certain third party consent. Net cash proceeds received as a result of the sale were net of adjustments for amounts allocated to non-controlling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. The Company determined that the assets and liabilities 150 Table of Contents associated with the Atlantic Coast Recycling transaction met the criteria to be classified as held for sale, as discussed in Note 4, and properly classified in the consolidated balance sheets as of December 31, 2024. On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of its wholly owned subsidiary, GlassRatner Advisory & Capital Group, LLC, a Delaware limited liability company (“GlassRatner”), and B. Riley Farber Advisory Inc., an Ontario corporation (“Farber”). The aggregate cash consideration paid by the Buyers for the interests of GlassRatner and shares of Farber was $ 117,800 , which is based on a target closing working capital amount that is subject to adjustment within 180-days following the sale date. In connection with the sale, the Company entered into a transition services agreement with the buyer to provide certain services. Liquidity For the year ended December 31, 2024, the Company incurred a net loss of $ 764,274 which includes fair value adjustments totaling $( 509,954 ) related to the Company’s loss on the write-off of the equity investment in Freedom VCM Holdings, LLC ("Freedom VCM") and the loan receivable from Vintage Capital Management, LLC. As more fully described in Note 25 – Subsequent Events, the Company entered into a new term loan facility on February 26, 2025 with Oaktree affiliated companies, with a maturity date of February 26, 2028 and the proceeds were primarily used to repay all amounts outstanding under the Nomura Credit Agreement as more fully described in Note 13 – Term Loans and Revolving Credit Facility. The Company completed the Brands Transaction in October 2024 and the Great American Group Transaction in November 2024 as more fully discussed in Note 4. The proceeds from these transactions were used for general working capital purposes, make principal payments on the term loan with Nomura, and retire all of the $ 145,211 of outstanding 6.375 % senior notes due February 28, 2025. The Company also completed the sale of the Company’s majority owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of approximately $ 68,638 (the “Atlantic Coast Transaction”) and the sale of part of Wealth Management business for $ 26,037 (the “Wealth Transaction”) as more fully described in Note 4 and the sale of the Company’s financial consulting business for $ 117,800 on June 27, 2025. From March 26, 2025 to July 11, 2025, the Company completed five private exchange transactions with institutional investors pursuant to which approximately $ 115,800 of aggregate principal amount of the Company’s 5.50 % Senior Notes due March 2026, approximately $ 2,100 aggregate principal amount of 6.50 % Senior Notes due September 2026, approximately $ 146,400 aggregate principal amount of the Company’s 5.00 % Senior Notes due December 2026, approximately $ 51,100 aggregate principal amount of the Company’s 6.00 % Senior Notes due January 2028, and approximately $ 39,500 aggregate principal amount of the Company’s 5.25 % Senior Notes due August 2028 (collectively, the “Exchanged Notes”) owned by the investors were exchanged for approximately $ 228,400 aggregate principal amount of newly-issued 8.00 % Senior Secured Second Lien Notes due 2028 (the “New Notes”), whereupon the Exchanged Notes were cancelled. After the completion of the Exchanged Notes described above, the Company has approximately $ 100,818 of 5.50 % Senior Notes due March 31, 2026 as more fully described in Note 14 – Senior Notes Payable. The Company believes that the current cash and cash equivalents, securities and other investments owned, funds available under our credit facilities, cash expected to be generated from operating activities and proceeds received from the Atlantic Coast Transaction, the Wealth Management Transaction and the sale of the Company’s financial consulting business will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from issuance date of the accompanying financial statements. 151 Table of Contents NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( a) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of B. Riley Financial, Inc. and its wholly owned and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of held for sale and discontinued operations, see Notes 1 and 4. The Company consolidates all entities that it controls through a majority voting interest. In addition, the Company performs an analysis to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity (“VIE”) including ongoing reassessments of whether it is the primary beneficiary of a VIE. See Note 2(ab) for further discussion. (b) Risks and Uncertainties In 2025, the United States introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions. To the extent that trade tariffs and other restrictions imposed by the United States or other countries increase the price of, or limit the amount of, our products or components or materials used in our products imported into the United States or other countries, or create adverse tax consequences, the sales, cost, or gross margin of our products that are sold in our Consumer Products segment may be adversely affected and the demand from our customers for products may be diminished. Uncertainty surrounding international trade policy and regulations as well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending and may impact the Company’s results of operations. (c) Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expense during the reporting period. Estimates are used when accounting for certain items such as valuation of securities, allowance for credit losses, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. (d) Revenue Recognition The Company recognizes revenues under Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers . Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Financial Consulting segment, Communications segment, Consumer Products segment, E-Commerce segment and the All Other category are primarily comprised of the following: Capital Markets segment Fees earned from corporate finance and investment banking services are derived from debt, equity and convertible securities offerings in which the Company acted as an underwriter or placement agent. Fees from underwriting activities are recognized as revenues when the performance obligation for the services related to the underwriting transaction is satisfied under the terms of the engagement and is not subject to any other contingencies. Fees are also earned from financial advisory and consulting services rendered in connection with client mergers, acquisitions, restructurings, recapitalizations and other strategic transactions. The performance obligation for financial advisory services is satisfied over time as work progresses on the engagement and services are delivered to the client. The performance obligation for financial advisory services may also include success and performance-based fees which are recognized as revenue when 152 Table of Contents the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Generally, it is probable that the revenue recognized is no longer subject to significant reversal upon the closing of the investment banking transaction. Fees from asset management services are recognized over the period the performance obligation for the services are provided. Asset management fees are primarily comprised of fees for asset management services and are generally based on the dollar amount of the assets being managed. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent or principal and are recorded on a trade date basis and fees paid for equity research. Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related net trading gains and losses from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from investments in securities for the Company’s account, and (iv) other income. Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Wealth Management segment Fees from wealth management asset advisory services consist primarily of investment advisory fees that are recognized over the period the performance obligation for the services is provided. Investment advisory and asset management fees are primarily comprised of fees for investment services and are generally based on the dollar amount of the assets being managed. Investment advisory fee revenues as a principal registered investment advisor (“RIA”) are recognized on a gross basis. Asset management fee revenues as an agent are recognized on a net basis. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent and are recorded on a trade date basis. Financial Consulting segment Revenues in the Financial Consulting segment are primarily comprised of fees earned from providing bankruptcy, financial advisory, and forensic accounting. Fees earned from bankruptcy, financial advisory, and forensic accounting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client. Fees may also include success and performance-based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Revenues in the Financial Consulting segment also include contractual reimbursable costs. Communications segment Revenues in the Communications segment are primarily comprised of subscription services revenues which consist of fees charged to United Online pay accounts; revenues from the sale of the magicJack VoIP Services, LLC, (“magicJack”) access rights; revenues from access rights renewals and mobile apps; prepaid minutes revenues; revenues from access and wholesale charges; service revenue from unified communication as a service (“UCaaS”) hosting services; and revenues from mobile phone voice, text, and data services. Products revenues consist of revenues from the sale of magicJack, mobile phone, and mobile broadband service devices, including the related shipping and handling and installation fees, if applicable. Subscription service revenues are recognized over time in the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized ratably over the service period as the performance obligations are provided. 153 Table of Contents For services offered by the Company in the Communications segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer. This principal-versus-agent assessment involves judgment and focuses on whether the facts and circumstances of the arrangement indicate that the goods or services were controlled by the Company prior to transferring them to the customer. To evaluate if the Company has control, it considers various factors including whether it is primarily responsible for fulfillment, bears risk of loss in billing the customer, and has discretion over pricing. Product revenues for hardware and shipping are recognized at the time of delivery. Revenues from sales of devices and services represent revenues recognized from sales of the magicJack devices to retailers or direct to customers, net of returns, and rights to access the Company’s servers over the period associated with the access right period, and from sales of mobile phones and voice, text, and data services. The transaction price for devices is allocated between equipment and service based on stand-alone selling prices. Revenues allocated to devices are recognized upon delivery (when control transfers to the customer), and service revenue is recognized ratably over the service term. The Company estimates the return of magicJack device direct sales as part of the transaction price using a six-month rolling average of historical returns. Consumer Products segment Revenues in the Consumer Products segment primarily consist of the global sales of notebook computer carrying cases and computer accessories. Global sales of consumer goods to customers are subject to contracts that contain a single performance obligation and revenue is recognized at a point in time when control of the product transfers to the customer which is generally upon product shipment. Customers consist primarily of equipment manufacturers, distributors (servicing resellers and corporate end-customers), and retailers. Consignment customers represent retailers that are in possession of the Company's inventory but that inventory is owned by the Company until sold. As such, consignment revenue is recognized when the retail sale is reported by the customer. Generally, the terms of the contracts for the sale of global goods do not allow for a right of return except for matters related to products with defects or damages. Revenues may be reduced by allowances for advertising and promotion, which generally represent contractual selling incentives offered to customers that will be charged to the Company at a later date. During the years ended December 31, 2024 and 2023 and the period from the date of acquisition October 18, 2022 to December 31, 2022, allowances for selling incentives were $ 17,143 , $ 16,633 and $ 4,297 , respectively. These allowances are included in accrued expenses and other liabilities on the consolidated balance sheets and consist of rebates that reduce revenue at time of sale. Shipping and handling expenses, which consist primarily of transportation charges incurred to move finished goods to customers, is included in cost of goods sold. E-Commerce segment Revenues in the E-Commerce segment primarily consist of commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform. The Company is acting as an agent in these arrangements and customers do not have the contractual right to take possession of the Company's software. Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances. CaaS Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged primarily in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold. The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. 154 Table of Contents All Other Revenue in the All Other category, which is not a reportable segment, rental fees through rent-to-own agreements and merchandise sales from the operation of rent-to-own franchise stores, and revenues from a regional environmental services business in the New York metropolitan area and a landscaping business in the southeast United States, which was sold during the quarter ended September 30, 2023. Rental fees consist of merchandise, such as furniture, appliances and consumer electronics, which is rented to customers pursuant to rental purchase agreements which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments. At the end of each rental term, the customer may renew the agreement for the next rental term by making a payment in advance. The customer can acquire ownership of the merchandise on lease by completing payment of all required rental periods. The Company maintains ownership of the rental merchandise until all payment obligations are satisfied. The customer can terminate the lease agreement at any time during the lease term and return the leased merchandise to the store. All prior rental payments are nonrefundable. Merchandise sales are from merchandise purchased upfront through a point-of-sale transaction. In addition, rental customers may exercise an early purchase option to buy the merchandise at a fixed discount to the total contractual price at any point in the lease term as established in the original rental agreement. Revenue from merchandise sales and early purchase option is recognized at the point in time when payment is received and ownership of the merchandise passes to the customer. Any remaining net value of the merchandise is recorded to cost of sales at the time of the transaction. The environmental services business is engaged in the recycling of scrap and waste materials and deals primarily in paper products. The business provides processing services that consists of the receipt of materials from municipalities and commercial entities that are then sorted and then disposed of or sold, using third-party processors as needed. The businesses' customer arrangements contain a single obligation to transfer processed sorted and baled recycled raw materials and revenues are recognized at a point in time as sales when the performance obligation is satisfied. The pricing for recyclable materials can fluctuate based upon market conditions and the business has certain arrangements with customers to reduce the risk exposure to commodity pricing volatility through revenue sharing (or processing fee) contracts with municipal customers. The landscaping business, which was sold in November 2023, provided landscaping maintenance, improvements, and irrigation services to its customers. Revenues prior to the sale were recognized as the services are performed, which is typically ratably over the term of the contract upon the transfer of control of services to its customers in an amount reflecting the total consideration expected to be received from the customer. (e) Direct Cost of Services Direct cost of services relates to service and fee revenues. Direct costs of services include participation in profits under collaborative arrangements in which the Company is a majority participant. Direct cost of services in the Communications segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees. Direct costs of services include cost of rentals and fees for the Company’s rent-to-own stores. Direct cost of services does not include an allocation of the Company’s overhead costs. Direct costs of services for Nogin, Inc. ("Nogin") (as defined below) include costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. (f) Interest Expense - Securities Lending Activities Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $ 66,128 , $ 145,435 , and $ 66,495 during the years ended December 31, 2024, 2023, and 2022, respectively. 155 Table of Contents (g) Concentration of Risk Revenues in the Capital Markets, Financial Consulting, Wealth Management, Communications, and E-Commerce segments are primarily generated in the United States. Revenues in the Consumer Products segment are primarily generated in the United States, Canada, and Europe. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts. On December 18, 2023, the Company loaned $ 108,000 to Conn’s Inc. (“Conn’s”) as more fully described in Note 23 under the Term Loan and Security Agreement, dated as of December 18, 2023 (the “Conn’s Term Loan”), among Conn’s, W.S. Badcock LLC ("WS Badcock"), as borrowers, and an affiliate of the Company, as administrative agent, collateral agent, and lender. On February 14, 2024, the Company collected $ 15,000 of principal payments which reduced the loan balance to $ 93,000 . The fair value of the Conn’s loan receivable was $ 19,065 at December 31, 2024. This loan combined with two other existing loans receivable with a fair value of $ 6,082 and $ 62,808 as of December 31, 2024 and 2023, respectively, is collateralized by consumer loan receivables of customers of the furniture and electronics retailer. These loans have an aggregate fair value of $ 25,147 or 27.9 % and $ 167,568 or 31.5 % of the loan portfolio as of December 31, 2024 and 2023, respectively, and are concentrated in the retail industry. The fair value of these loans at December 31, 2024 has been impacted by a deterioration in Conn’s operating results in the second quarter of 2024, which culminated in the Conn's Chapter 11 bankruptcy filing on July 23, 2024 as more fully discussed in Note 2(s) below. On December 17, 2024, the Company entered into an agreement with the first-lien holder banks of the Conn’s loan receivable to assign the first-lien loan receivable to the Company for consideration of $ 27,738 . The Company collected the $ 27,738 and interest earned on the first-lien loan receivable of $ 238 for the period from December 17, 2024 through January 24, 2025 when the first-lien loan receivable was paid in full. This loan receivable has a fair value of $ 19,761 as of December 31, 2024. The Company also has a loan receivable with a principal amount of $ 224,968 and $ 200,506 as of December 31, 2024 and 2023, respectively. The increase in the loan receivable principal amount at December 31, 2024 in the amount of $ 24,462 includes interest in-kind interest that was capitalized to the loan receivable balance annually on the loan's anniversary date. The loan receivable is secured by a first priority security interest in Freedom VCM equity interests owned by Brian Kahn as more fully described in Note 2(s) below. The fair value of the loan receivable and collateral from the security interest in Freedom VCM at December 31, 2024 is impacted by the Freedom VCM filing of voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") on November 3, 2024. The fair value of the loan receivable was $ 2,057 and $ 200,506 or 2.3 % and 37.7 % of the total loan portfolio as of December 31, 2024 and 2023, respectively. As a result of the bankruptcy filing on November 3, 2024, the loan receivable at December 31, 2024 is on non-accrual and there is no accrued interest receivable on the loan receivable at December 31, 2024. Interest receivable on the loan in the amount of $ 8,889 as of December 31, 2023 is included in prepaid expenses and other assets in the consolidated balance sheets. The fair value of the underlying collateral for this loan is primarily comprised of other securities which amounted to $ 2,057 at December 31, 2024 and decreased to a fair value of $ 1,284 at September 16, 2025. At December 31, 2024, the Company is also exposed to a concentration of risk related to (a) a loan receivable with a fair value of $ 32,136 from a technology company, (b) the Freedom VCM Receivables, Inc. loan receivable which totaled $ 3,913 , and (c) exposure from the loan receivable with a fair value of $ 2,057 as described above where the primary security includes other public equity securities owned by Brian Kahn. The maximum amount of loss that the Company is exposed to loss from loans receivable concentration is an amount equivalent to the fair value of these loans at which totaled $ 59,340 and $ 368,074 as of December 31, 2024 and 2023, respectively. (h) Advertising Expenses The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred. Advertising costs totaled $ 7,629 , $ 10,515 , and $ 10,690 during the years ended December 31, 2024, 2023, and 2022, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. 156 Table of Contents (i) Share-Based Compensation The Company’s share-based payment awards principally consist of grants of restricted stock, restricted stock units ("RSUs") and costs associated with the Company’s employee stock purchase plan. In accordance with the applicable accounting guidance, share-based payment awards are classified as either equity or liabilities. For equity-classified awards, the Company measures compensation cost for the grant of membership interests at fair value on the date of grant and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. The Company accounts for forfeitures when they occur rather than estimate a forfeiture rate. In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85 % of the market value of the common stock on the last day of the offering period. In accordance with the provisions of ASC 718 - Compensation - Stock Compensation, the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan. (j) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect during the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. (k) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. (l) Restricted Cash As of December 31, 2024 and 2023, restricted cash included $ 100,475 and $ 1,875 , respectively, primarily consisting of cash set aside for the repayment of the 6.375 % Senior Notes due on February 28, 2025 and cash collateral for leases. Cash, cash equivalents and restricted cash consist of the following: December 31, 2024 December 31, 2023 Cash and cash equivalents $ 154,877 $ 222,690 Restricted cash 100,475 1,875 Total cash, cash equivalents and restricted cash $ 255,352 $ 224,565 157 Table of Contents (m) Securities Borrowed and Securities Loaned Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received. Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender. With respect to securities loaned, the Company receives collateral in the form of cash. The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned. The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate. The Company accounts for securities lending transactions in accordance with ASC 210 - Balance Sheet , which requires companies to report disclosures of offsetting assets and liabilities. The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets. (n) Due from/to Brokers, Dealers, and Clearing Organizations The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis. The amount receivable from or payable to the clearing brokers represents the net of proceeds from unsettled securities sold, the Company’s clearing deposits and amounts receivable for commissions less amounts payable for unsettled securities purchased by the Company and amounts payable for clearing costs and other settlement charges. This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed. Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker. (o) Accounts Receivable Accounts receivable represents amounts due from the Company’s Financial Consulting, Capital Markets, Wealth Management, Communications, Consumer Products, and E-Commerce customers. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes the expected loss model, which includes the pooling of receivables using the aging method and specific identification. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for credit losses are included in Note 7. (p) Inventories Inventories are substantially all finished goods from the Consumer Products and Communications segments and are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. The Company maintains an allowance for excess and obsolete inventories to reflect its estimate of realizable value of the inventory based on historical sales and recoveries. Inventories are included in prepaid and other assets in the consolidated balance sheets. (q) Leases The Company determines if an arrangement is, or contains, a lease at the inception date and reviews leases for finance or operating classification once control is obtained. Operating leases with terms greater than twelve months are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets. Finance leases are included in prepaid expenses and other assets, with the related liabilities included in accrued expenses and other liabilities in the consolidated balance sheets. Operating and finance lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value. The Company's lease terms include rent escalations and options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease 158 Table of Contents expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 11 for additional information on leases. (r) Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Depreciation expense on property and equipment was $ 10,219 , $ 9,432 , and $ 5,573 during the years ended December 31, 2024, 2023, and 2022, respectively. (s) Loans Receivable Under ASC 825 - Financial Instruments , the Company elected the fair value option for all outstanding loans receivable. Management evaluates the performance of the loan portfolio on a fair value basis. Under the fair value option, loans receivables are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations. Loans receivable, at fair value totaled $ 90,103 and $ 532,419 as of December 31, 2024 and 2023, respectively. The loans have various maturities through February 2029. As of December 31, 2024 and 2023, the principal balances of loans receivable accounted for under the fair value option were $ 446,004 and $ 555,882 , respectively. The principal balance of loans receivable exceeded the fair value of loans by $ 355,901 and $ 23,463 as of December 31, 2024 and 2023, respectively. At the time of origination, the Company's loans are collateralized by the assets of borrowers and other pledged collateral and may have guarantees to provide for protection of the payments due on loans receivable. During the years ended December 31, 2024, 2023 and 2022, the Company recorded net unrealized losses of $ 332,438 , net unrealized gains of $ 55,756 , and net unrealized losses of $ 54,439 , respectively, on loans receivable, at fair value, which is included fair value adjustments on loans on the consolidated statements of operations. Loans receivable, at fair value on non-accrual and 90 days or greater past due was $ 21,122 , which represented approximately 23.4 % of total loans receivable, at fair value as of December 31, 2024. The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 321,544 as of December 31, 2024. Loans receivable, at fair value on non-accrual was $ 41,236 , which represents approximately 7.7 % of total loans receivable, at fair value as of December 31, 2023. The principal balance of loans receivable on non-accrual was $ 43,326 as of December 31, 2023. Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from changes in fair value adjustments on loans on the consolidated statements of operations. The amount of gains or (losses) included in earnings attributable to changes in instrument-specific credit risk was $( 323,840 ), $ 6,322 and $( 58,068 ) during the years ended December 31, 2024, 2023 and 2022, respectively. The gains or losses attributable to changes in instrument-specific risk was determined by management based on an estimate of the fair value change during the period specific to each loan receivable. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients. As of December 31, 2024, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc. (“B&W”) as further described in Note 19(b). In accordance with the credit loss standard, the Company evaluates the need to record an allowance for credit losses for these loan guarantees since they have off-balance sheet credit exposures. As of December 31, 2024, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of premiums and discounts and is included in interest income - loans on the consolidated statements of operations. On August 21, 2023, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes the Company's subsidiary the aggregate principal amount of $ 200,506 and bears interest at the rate of 12 % per annum payable-in-kind with a maturity date of December 31, 2027. The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM equity interests owned by Mr. Kahn, the CEO and a board member of Freedom VCM as of December 31, 2023, and his spouse with a value (based on the transaction price in the Franchise Resource Group, Inc. ("FRG") take-private transaction) of $ 227,296 as of August 21, 2023. On January 22, 2024, Mr. Kahn resigned as CEO and a member of the board of directors of Freedom VCM. The fair value of the Freedom VCM 159 Table of Contents equity interest owned by Mr. Kahn and his spouse was zero and $ 232,065 as of December 31, 2024 and 2023, respectively. Amounts owing under the Amended and Restated Note may be repaid at any time without penalty. On a quarterly basis, the Company will continue to obtain third party appraisals to evaluate the value of the collateral of the loan since the repayment of the loan and accrued interest will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral. In light of Mr. Kahn’s alleged involvement with the alleged misconduct concerning Prophecy Asset Management LP, the Company can provide no assurances that it will not be subject to claims asserting an interest in the Freedom VCM equity interests owned by Mr. Kahn, including those that collateralize the Amended and Restated Note. If a claim were successful, it would diminish the value of the collateral which could impact the carrying value of the loan. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. Other factors leading to continued deterioration in the collateral, including in the performance of Freedom VCM or delays in the execution of its strategies, including the possible disposition of additional businesses and further de-leveraging of its balance sheet, for the loan receivable may further impact the ultimate collection of principal and interest. To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan, as was the case as of December 31, 2024, the fair value of the loan has been and will be impacted and has resulted, and will result, in an unrealized loss being recorded in the consolidated statements of operations. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, which impacts the collateral for this loan receivable. The fair value adjustment on the VCM loan receivable was $( 222,911 ) and zero for the year ended December 31, 2024 and 2023. The fair value of the underlying collateral for this loan decreased to a fair value of $ 1,284 at September 16, 2025. The $ 1,284 is comprised of other public securities. On June 1, 2025, the United States Bankruptcy Court for the District of Delaware entered an Order Confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors (the “FRG Plan”). Under the FRG Plan, all equity interests and claims related thereto were cancelled and such equity interest holders, including Freedom VCM as an equity holder of Franchise Group, Inc. will not receive any property or distributions under the FRG Plan. As a result, of the FRG Plan, the Company does not expect to receive any proceeds or distributions from the Freedom VCM equity interests owned by Mr. Kahn and his spouse that collateralize the VCM loan receivable. As of December 31, 2024, loans receivable had an aggregate remaining contractual principal balance of $ 448,709 , an aggregate fair value of $ 90,103 , and the contractual principal balance exceeded the fair value by $ 358,606 . As of December 31, 2023, loans receivable had an aggregate remaining contractual principal balance of $ 563,637 , an aggregate fair value of $ 532,419 , and the contractual principal balance exceeded the fair value by $ 31,218 . The Company has a loan receivable with a principal amount of $ 93,000 outstanding from Conn’s and two loans with a fair value of $ 6,082 outstanding which are discussed below, (the Badcock Receivables I and Freedom VCM Receivables loans receivable, each as defined below), which are serviced by Conn’s. Accrued interest on the $ 93,000 Conn’s loan receivable was current as of June 30, 2024. As a result of Conn's voluntary petition filing on July 23, 2024 for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) this loan receivable with a fair value of $ 19,065 at December 31, 2024 is included in loans receivable on non-accrual as discussed above. Future collection of the $ 93,000 Conn’s loan receivable is expected to be paid from the sale of assets and servicing of a pool consumer receivables that serve as collateral for the loan where we have a second lien on these assets. These proceeds which are expected to be collected over the next year has been impacted by the Chapter 11 Cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations under the $ 93,000 loan receivable to Conn’s. Any efforts to enforce repayment obligations under the Conn’s $ 93,000 loan receivable are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of this loan are subject to the applicable provisions of the Bankruptcy Code. The fair value adjustment on the Conn's loan receivable was $( 71,724 ) and $ 494 for the year ended December 31, 2024 and 2023. On December 17, 2024, the Company entered into an agreement with the first-lien holder banks of the Conn’s loan receivable to assign the first-lien loan receivable to the Company for consideration of $ 27,738 . The Company collected the principal of $ 27,738 and interest on the first-lien loan receivable of $ 238 for the period from December 17, 2024 through January 24, 2025 when the first-lien loan receivable was paid in full. The Company has continued to receive payments for the other two loans with a fair value of $ 6,082 at December 31, 2024 and has received payments of $ 1,114 subsequent to December 31, 2024 and through February 5, 2025 on the Badcock Receivables I and Freedom VCM Receivable loans receivable. On February 7, 2025, the Company sold the two loans for $ 6,611 and recorded a gain of $ 1,643 during the first quarter of fiscal year 2025. 160 Table of Contents Badcock Loan Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Badcock Receivables I”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), which at the time was an indirect wholly owned subsidiary of FRG, which became a subsidiary of Freedom VCM as a result of the transaction on August 21, 2023. The Company paid $ 400,000 in cash to WSBC for the purchase of certain consumer credit receivables which are small consumer loans issued by WSBC to consumers for the purchase of merchandise sold at WSBC's stores. On September 23, 2022, the Company's then majority-owned subsidiary, B Riley Receivables II, LLC (“BRRII”), a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“Badcock Receivables II”) with WSBC. This purchase of $ 168,363 consumer credit receivables of WSBC was partially financed by a $ 148,200 term loan discussed in Note 13. During the three months ended March 31, 2023, BRRII entered into Amendment No. 2 and No. 3 to Badcock Receivables II with WSBC for a total of $ 145,278 in additional consumer credit receivables. The accounting for these transactions resulted in the Company recording a loan receivable from WSBC with the recognition of interest income at an imputed rate based on the cash flows expected to be received from the collection of the consumer receivables that serve as collateral for the loan. The collateral for these loans receivables are the individual consumer credit receivables that were originally issued to WSBC consumers for merchandise sold in WSBC stores and the total amount of collections on these loan receivables is dependent upon their credit performance. These loan receivables are measured at fair value. On August 21, 2023, all of the equity interests of BRRII were sold to Freedom VCM Receivables, Inc. (“Freedom VCM Receivables”), a subsidiary of Freedom VCM, which resulted in a loss of $ 78 . In connection with the sale, Freedom VCM Receivables assumed the obligations with respect to the Pathlight Credit Agreement, as more fully discussed in Note 13, and Freedom VCM Receivables entered into the Freedom Receivables Note (as defined below) in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 with payments of principal and interest on the note limited solely to the performance of certain consumer receivables held by BRRII. This loan receivable is measured at fair value. In connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provides to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Master Receivables Purchase Agreements and the Servicing Agreement. As of December 31, 2024 and 2023, the Badcock Receivables I loan receivable in the Company's consolidated balance sheets included loans measured at fair value in the amount of $ 2,169 and $ 20,624 , respectively. As of December 31, 2024 and 2023, the Freedom Receivables Note was included in the Company's consolidated balance sheets in loans receivable, at fair value in the amount of $ 3,913 and $ 42,183 , respectively. Nogin Loan and Loan Commitment On November 16, 2023, the Company entered into a Chapter 11 Restructuring Support Agreement (as amended, the “RSA”) with Nogin, certain of its subsidiaries, and certain holders of the respective convertible notes (the “Consenting Noteholders”). Pursuant to the RSA, the Company funded $ 17,530 of debtor-in-possession (“DIP”) financing as of December 31, 2023. The Company funded an additional $ 20,170 (inclusive of $ 1,700 in fees payable in kind) in DIP financing which increased the loan amount to $ 37,700 as of May 3, 2024. On May 3, 2024 the DIP financing of $ 37,700 was extinguished and the Company funded an additional $ 18,670 in cash to complete the acquisition of Nogin of which $ 15,500 was a payment to the Consenting Noteholders. See Note 3 for more details on the Nogin acquisition. (t) Securities and Other Investments Owned and Securities Sold Not Yet Purchased Securities owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds; loans receivable valued at fair value; and investments in partnerships. Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations. 161 Table of Contents As of December 31, 2024 and 2023, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities: December 31, 2024 December 31, 2023 Securities and other investments owned: Equity securities $ 232,508 $ 711,577 Corporate bonds 29,027 59,287 Other fixed income securities 4,923 2,989 Partnership interests and other 15,867 35,196 $ 282,325 $ 809,049 Securities sold not yet purchased: Equity securities $ — $ 1,037 Corporate bonds 1,891 5,971 Other fixed income securities 3,784 1,593 $ 5,675 $ 8,601 The Company owns certain equity securities that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting. Investments become subject to the equity method of accounting when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the Company possesses more than 20% of the voting interests of the investee. However, the Company may have the ability to exercise significant influence over the investee when the Company owns less than 20% of the voting interests of the investee depending on the facts and circumstances that demonstrate that the ability to exercise influence is present, such as when the Company has representation on the board of directors of such investee. In accordance with ASC 321 - Equity Securities , unrealized gains (losses) on equity securities held at December 31, 2024, includes unrealized gains (losses) of $( 48,994 ), $( 134,027 ), and $( 186,202 ) for the years ended December 31, 2024, 2023, and 2022 respectively, reported in other income (loss) - realized and unrealized gains (losses) on investments in the consolidated statement of operations. Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction During the year ended December 31, 2024, the Company's investment in Freedom VCM was written-off as a result of Freedom VCM filing of voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024. As a result of the bankruptcy filing, the Company no longer has significant influence over Freedom VCM. The investment in Freedom VCM was from the Company's equity interest that was acquired on August 21, 2023 for $ 216,500 in cash in connection with the closing of the take private transaction that included the acquisition of FRG, by a buyer group that included members of senior management of FRG, led by Mr. Kahn, FRG’s then Chief Executive Officer (the “FRG take-private transaction”). In connection with the closing of the FRG take-private transaction, the Company terminated an investment advisory agreement (the “Advisory Agreement”) with Mr. Kahn. Pursuant to the Advisory Agreement, Mr. Kahn, as financial advisor, had the sole power to vote or dispose of $ 64,644 of shares of FRG common stock (based on the value of FRG shares in the FRG take-private transaction as of the closing date of such transaction) held of record by B. Riley Securities, Inc. ("BRS"). Upon the termination of the Advisory Agreement, (i) Mr. Kahn’s right to vote or dispose of such FRG shares terminated, (ii) such FRG shares owned by BRS were rolled over into additional equity interests in Freedom VCM in connection with the FRG take-private transaction, and (iii) Mr. Kahn owed a total of $ 20,911 to the Company under the Advisory Agreement which amount was added to, and included in, the Amended and Restated Note. Following these transactions, the Company owned an equity interest of $ 281,144 (based on the transaction price in the FRG take-private transaction) or 31 % of the outstanding equity interests in Freedom VCM. Also in connection with the FRG take-private transaction, on August 21, 2023 all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to a Freedom VCM affiliate, which resulted in a loss of $ 78 . In connection with the sale, the Freedom VCM affiliate assumed the obligations with respect to the Pathlight Credit Agreement, as further discussed in Note 13, and the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 (the “Freedom Receivables Note”) with payments of principal and interest on the note limited solely to performance of certain receivables held by BRRII. 162 Table of Contents On December 18, 2023, a wholly owned subsidiary of Freedom VCM entered into a transaction that resulted in the sale of all of the operations of WS Badcock to Conn’s in exchange for the issuance by Conn’s of 1,000,000 shares of Conn’s preferred stock (the “Preferred Shares”). The Preferred Shares issued by Conn’s to Freedom VCM, subject to the terms set forth in the Certificate of Designation, are nonvoting and are convertible into an aggregate of approximately 24,540,295 shares of non-voting common stock of Conn’s, which represented 49.99 % of the issued and outstanding shares of common stock of Conn’s which resulted in consideration received by Freedom VCM of approximately $ 69,900 . As a result of the convertible preferred stock having a conversion feature into 49.99 % of the common stock of Conn’s, Freedom VCM is considered to have significant influence over Conn’s in accordance with ASC 323, Investments – Equity Method and Joint Ventures . On July 23, 2024, Conn’s filed a Chapter 11 Case under the Bankruptcy Code in the Bankruptcy Court as more fully discussed in Note 2(s). On June 1, 2025, the United States Bankruptcy Court for the District of Delaware entered an Order Confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors pursuant to the FRG Plan. Under the FRG Plan, all equity interests and claims related thereto were cancelled and such equity interest holders, including Freedom VCM as an equity holder of Franchise Group, Inc. will not receive any property or distributions under the FRG Plan. As a result, of the FRG Plan, the Company does not expect to receive any proceeds or distributions from the equity investment in Freedom VCM. Prior to the write-off of the investment in Freedom VCM, the Company elected to account for the 31 % equity investment under the fair value option. The following tables contain summarized financial information with respect to Freedom VCM, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2024 and 2023 correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2024 and 2023 correspond to amounts during the year ended December 31, 2024 and 2023, respectively, of the Company), which is the period in which the most recent financial information is available: As of September 30, 2024 2023 Current assets $ 871,102 $ 1,219,682 Noncurrent assets $ 2,889,334 $ 3,142,660 Current liabilities $ 569,281 $ 749,894 Noncurrent liabilities $ 2,680,178 $ 2,695,446 Equity attributable to investee $ 510,977 $ 917,003 For the twelve months ended September 30 2024 2023 Revenues $ 3,131,138 $ 4,276,097 Cost of revenues $ 1,991,258 $ 2,608,203 Net loss attributable to investees $ ( 391,385 ) $ ( 276,813 ) As of December 31, 2024 and 2023, the fair value of the investment in Freedom VCM totaled zero and $ 287,043 , and is included in securities and other investments owned, at fair value in the consolidated balance sheets. The change in fair value recorded in the statement of operations was an unrealized loss $ 287,043 for the year ended December 31, 2024 and an unrealized gain of $ 5,899 for the period from August 21, 2023 (date of investment) through December 31, 2023, respectively. 163 Table of Contents Babcock and Wilcox Enterprises, Inc, Equity Investment The Company owns a 29.1 % voting interest in B&W whereby the Company has elected to account for this investment under the fair value option. The following tables contain summarized financial information with respect to B&W included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2024 and 2023, correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, 2024, 2023, and 2022, respectively, of the Company): As of September 30, 2024 2023 Current assets $ 530,223 $ 542,300 Noncurrent assets $ 274,410 $ 294,979 Current liabilities $ 297,928 $ 393,539 Noncurrent liabilities $ 709,823 $ 585,430 Equity attributable to investee $ ( 203,694 ) $ ( 142,316 ) Noncontrolling interest $ 576 $ 626 For the twelve months ended September 30, 2024 2023 2022 Revenues $ 878,224 $ 1,022,064 $ 832,233 Cost of revenues $ 721,112 $ 795,422 $ 651,493 Loss from continuing operations $ ( 55,910 ) $ ( 23,484 ) $ ( 3,958 ) Net loss $ ( 59,482 ) $ ( 128,587 ) $ ( 2,052 ) Net loss attributable to investees $ ( 67,019 ) $ ( 143,591 ) $ ( 13,868 ) As of December 31, 2024 and 2023, the fair value of the investment in B&W totaled $ 45,012 and $ 40,072 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets. 164 Table of Contents Other Public Company Equity Investments As of December 31, 2024, the Company no longer had significant influence related to the investment in Synchronoss Technologies, Inc. ("Synchronoss") since the Company's voting interest declined below 10 % and is no longer entitled to board representation on Synchronoss. During the year ended December 31, 2024, the Company sold its entire equity investment in Alta Equipment Group, Inc. In the prior year, at December 31, 2023, the Company had a voting interest of 14 % in Synchronoss Technologies, Inc. and 11 % in Alta Equipment Group, Inc., and the Company had significant influence due to the equity ownership interest and board representation for both companies. The Company elected to account for these equity investments under the fair value option. The following tables contain summarized financial information for these companies, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2024 and 2023, correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, December 31, 2024, 2023 and 2022, respectively, of the Company), which is the period in which the most recent financial information is available: Synchronoss Alta Equipment Group, Inc. As of September 30, As of September 30, 2024 2023 2023 Current assets $ 77,940 $ 85,903 $ 784,300 Noncurrent assets $ 221,758 $ 275,304 $ 696,100 Current liabilities $ 41,553 $ 74,528 $ 569,800 Noncurrent liabilities $ 210,342 $ 166,673 $ 763,100 Equity attributable to investee $ 47,803 $ 120,006 $ 147,500 Synchronoss Alta Equipment Group, Inc. For the twelve months ended September 30, For the twelve months ended September 30, 2024 2023 2022 2023 2022 Revenues $ 170,789 $ 234,699 $ 264,829 $ 1,783,900 $ 1,499,500 Cost of revenues $ 68,365 $ 82,167 $ 95,621 $ 1,298,900 $ 1,101,600 Net (loss) income attributable to investees $ ( 38,283 ) $ ( 45,468 ) $ ( 3,655 ) $ 7,100 $ 6,500 As of December 31, 2024 and 2023, the fair value of the equity investment in Synchronoss was $ 7,200 and $ 8,780 , respectively. As of December 31, 2023 and 2022, the fair value of the equity investment in Alta Equipment Group, Inc. was zero and $ 44,653 , respectively. These amounts are included in securities and other investments owned in the consolidated balance sheets. 165 Table of Contents Other Equity Investments As of December 31, 2024, the Company had other equity investments where the Company is considered to have the ability to exercise influence since the Company has representation on the board of directors or the Company is presumed to have the ability to exercise significant influence since the investment is more than minor and the limited liability company is required to maintain specific ownership accounts for each member. The Company has elected to account for these equity investments under the fair value option. These equity investments are comprised of equity investments in five private companies at December 31, 2024 and six private companies at December 31, 2023. The following table contains summarized financial information for these companies, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2024 and 2023, correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company; income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, 2024, 2023 and 2022, respectively, of the Company), which is the period in which the most recent financial information is available: As of September 30, 2024 2023 Current assets $ 215,927 $ 281,610 Noncurrent assets $ 572,628 $ 627,858 Current liabilities $ 86,672 $ 150,114 Noncurrent liabilities $ 105,711 $ 277,638 Preferred stock $ — $ 4,500 Equity attributable to investee $ 596,172 $ 477,216 For the twelve months ended September 30, 2024 2023 2022 Revenues $ 428,564 $ 551,374 $ 114,941 Cost of revenue and expenses $ 320,364 $ 383,461 $ 55,780 Net (loss) income attributable to investees $ ( 43,372 ) $ 35,898 $ 6,146 As of December 31, 2024 and 2023, the fair value of these investments totaled $ 29,562 and $ 81,685 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets. (u) Goodwill and Other Intangible Assets The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests. ASC 350 – Intangibles - Goodwill and Other , as amended by Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2017-04, Simplifying the Test for Goodwill Impairment, permits management to perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its corresponding carrying value. If management determines the reporting unit's fair value is more likely than not less than its carrying value, a quantitative analysis will be performed to compare the fair value of the reporting unit with its corresponding carrying value. If the conclusion of the quantitative analysis is that the fair value is in fact less than the carrying value, management will recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying value exceeds its fair value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates six reporting units, which are the same as its reporting segments described in Note 24 – Business Segments comprised of the Capital Markets segment, Wealth Management segment, Financial Consulting segment, Communications segment, the Consumer Products segment, the E-Commerce segment, and the All Other category. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. 166 Table of Contents The Company reviews the carrying value of its finite-lived amortizable intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. In performing the annual review of goodwill and other intangible assets at December 31, 2024, qualitative factors indicated it could be more likely than not that the carrying value of goodwill and other intangible assets for the Nogin reporting unit could be impaired and the tradename for the Targus reporting unit could be impaired. For the Targus reporting unit, there were also qualitative factors in performing the interim and annual analysis at June 30, 2024, December 31, 2023 and September 30, 2023 that indicated it could be more likely than not that the carrying value of goodwill and tradename for the Targus reporting unit could be impaired. As more fully described in Note 10, based on the results of these analyses, the Company recorded non-cash impairment charges of $ 105,373 during the year ended December 31, 2024 which included impairment charges related to (a) indefinite lived assets of $ 84,345 related to goodwill and $ 5,000 related to tradenames and (b) $ 16,028 related to finite-lived intangible assets for customer relationships, internally developed software and other intangible assets, and trademarks. The Company recorded non-cash impairment charges of $ 70,333 during the year ended December 31, 2023 which included impairment charges related to (a) indefinite lived assets of $ 53,100 related to goodwill and $ 15,500 related to tradenames and (b) $ 1,733 related to finite-lived tradename in the Capital Markets segment that was no longer used by the Company. There were no impairments of goodwill or indefinite-lived intangibles identified during the year ended December 31, 2022. During the year ended December 31, 2022, the Company recognized $ 4,174 impairment of finite-lived intangibles representing the carrying amount of tradenames and software development costs as a result of the reorganization and consolidation activities in the Wealth Management segment and the Communications segment, which was included as a restructuring charge in the Company's consolidated statements of operations. (v) Fair Value Measurements The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) for identical instruments that are highly liquid, observable, and actively traded in over-the-counter markets. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company’s securities and other investments owned and securities sold and not yet purchased are comprised of common and preferred stocks and warrants, corporate bonds, and investments in partnerships. Investments in common stocks that are based on quoted prices in active markets are included in Level 1 of the fair value hierarchy. The Company also holds loans receivable valued at fair value, nonpublic common and preferred stocks and warrants for which there is little or no public market and fair value is determined by management on a consistent basis. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. These investments are included in Level 3 of the fair value hierarchy. Investments in partnership interests include investments in private equity partnerships that primarily invest in equity securities, bonds, and direct lending funds. The Company also invests in priority investment funds and the underlying securities held by these funds are primarily corporate and asset-backed fixed income securities and restrictions exist on the redemption of amounts invested by the Company. The Company’s partnership and investment fund interests are valued based on the Company’s proportionate share of the net assets of the partnerships and funds; the value for these investments is derived from the most recent statements received 167 Table of Contents from the general partner or fund administrator. These partnership and investment fund interests are valued at net asset value (“NAV”) and are excluded from the fair value hierarchy in the table below in accordance with ASC 820 - Fair Value Measurements . The investment strategy of these partnerships and investment funds is primarily for capital appreciation from investments in privately held technology and small and mid-cap companies. As of December 31, 2024 and 2023, partnership and investment fund interests valued at NAV of $ 15,867 and $ 35,196 , respectively, and are included in securities and other investments owned in the accompanying consolidated balance sheets. Securities and other investments owned also include investments in nonpublic entities that do not have a readily determinable fair value and do not report NAV per share. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, we evaluate whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. As of December 31, 2024 and 2023, the following table presents the carrying value of equity securities measured under the measurement alternative investments and the related adjustments recorded during the periods presented for those securities with observable price changes: December 31, 2024 December 31, 2023 Securities and other investments owned, carrying value $ 67,100 $ 64,455 Upward carrying value changes 1,848 100 Downward carrying value changes/impairment ( 2 ) ( 21,395 ) The Company measures certain assets at fair value on a nonrecurring basis. These assets include equity method investments when they are deemed to be other-than-temporarily impaired, investments adjusted to their fair value by applying the measurement alternative, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2024 and 2023. 168 Table of Contents Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2024 Using Fair value at December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 165,408 $ 124,892 $ — $ 40,516 Corporate bonds 29,027 25,461 3,566 — Other fixed income securities 4,923 — 4,923 — Total securities and other investments owned 199,358 150,353 8,489 40,516 Loans receivable, at fair value 90,103 — — 90,103 Total assets measured at fair value $ 289,461 $ 150,353 $ 8,489 $ 130,619 Liabilities: Securities sold not yet purchased: Corporate bonds $ 1,891 $ — $ 1,891 $ — Other fixed income securities 3,784 — 3,784 — Total securities sold not yet purchased 5,675 — 5,675 — Contingent consideration 7,630 — — 7,630 Total liabilities measured at fair value $ 13,305 $ — $ 5,675 $ 7,630 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2023 Using Fair value at December 31, 2023 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 647,122 $ 194,541 $ — $ 452,581 Corporate bonds 59,287 56,045 3,242 — Other fixed income securities 2,989 — 2,989 — Total securities and other investments owned 709,398 250,586 6,231 452,581 Loans receivable, at fair value 532,419 — — 532,419 Total assets measured at fair value $ 1,241,817 $ 250,586 $ 6,231 $ 985,000 Liabilities: Securities sold not yet purchased: Equity securities $ 1,037 $ 1,037 $ — $ — Corporate bonds 5,971 — 5,971 — Other fixed income securities 1,593 — 1,593 — Total securities sold not yet purchased 8,601 1,037 7,564 — Contingent consideration 27,985 — — 27,985 Total liabilities measured at fair value $ 36,586 $ 1,037 $ 7,564 $ 27,985 169 Table of Contents As of December 31, 2024 and 2023, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 130,619 and $ 985,000 , respectively, or 7.3 % and 16.2 %, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2024: Fair value at December 31, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 34,654 Market approach Multiple of EBITDA (2) 6.3 x 6.3 x Multiple of Sales 2.1 x - 8.0 x 3.1 x Market price of related security $ 9.97 - $ 11.10 $ 10.76 5,862 Option pricing model Annualized volatility 47.0 % - 171.0 % 87.0 % Loans receivable at fair value 86,150 Discounted cash flow Market interest rate 7.3 % - 69.1 % 19.7 % 3,953 Market approach Market price of related security $ 9.60 - $ 16.48 $ 12.90 Total level 3 assets measured at fair value $ 130,619 Liabilities: Contingent consideration 7,630 Discounted cash flow Market interest rate 5.0 % - 7.5 % 5.1 % Revenue volatility 5.0 % - 6.3 % 5.8 % Total level 3 liabilities measured at fair value $ 7,630 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. (2) Multiple of earnings before interest, taxes, depreciation, and amortization ("EBITDA"). 170 Table of Contents The following table summarizes the significant unobservable inputs in the fair value measurement of level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2023: Fair value at December 31, 2023 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 324,279 Market approach Multiple of EBITDA 0.7 x - 13.5 x 8.3 x Multiple of Sales 0.8 x to 3.5 x 0.9 x Market price of related security $ 0.04 - $ 92.51 $ 12.27 58,331 Discounted cash flow Market interest rate 20.2 % - 57.0 % 24.60 % 69,971 Option pricing model Annualized volatility 25.0 % - 187.0 % 67.0 % Loans receivable at fair value 512,522 Discounted cash flow Market interest rate 10.0 % - 41.6 % 17.1 % 19,897 Market approach Market price of related security $ 19.87 $ 19.87 Total level 3 assets measured at fair value $ 985,000 Liabilities: Contingent consideration 27,985 Discounted cash flow EBITDA volatility 70.0 % 70.0 % Asset volatility 69.0 % 69.0 % Market interest rate 8.5 % 8.5 % Revenue volatility 5.1 % 5.1 % Total level 3 liabilities measured at fair value $ 27,985 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. The changes in Level 3 fair value hierarchy during the year ended December 31, 2024 and 2023 are as follows: 171 Table of Contents Level 3 Balance at Beginning of Year Level 3 Changes During the Period Level 3 Balance at End of Period Change in unrealized gains (losses) (3) Fair Value Adjustments (1) Relating to Undistributed Earnings Purchases/ Originations Sales Settlements/ Repayments Transfer in and/or out of Level 3 (2) Year Ended December 31, 2024 Equity securities $ 452,581 $ ( 349,918 ) $ 20 $ 3,862 $ ( 78,197 ) $ 13,245 $ ( 1,077 ) $ 40,516 $ ( 65,839 ) Loans receivable at fair value 532,419 ( 325,499 ) 5,420 107,025 ( 30,936 ) ( 198,326 ) — 90,103 ( 335,295 ) Contingent consideration 27,985 2,324 — 1,055 — ( 12,921 ) ( 10,813 ) 7,630 — Year Ended December 31, 2023 Equity securities $ 153,972 $ ( 4,600 ) $ ( 22 ) $ 341,802 $ ( 44,383 ) $ — $ 5,812 $ 452,581 $ ( 21,987 ) Loans receivable at fair value 701,652 20,225 ( 3,105 ) 531,844 ( 84,984 ) ( 632,963 ) ( 250 ) 532,419 21,641 Contingent consideration 31,046 ( 4,537 ) — 3,381 — ( 1,905 ) — 27,985 — (1) - Fair value adjustments during the year ended December 31, 2024 includes the following: $( 349,918 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 70,437 ) of realized and unrealized gains (losses) included in trading (loss) income and $( 279,481 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 325,499 ) of fair value adjustments on loans included in fair value adjustments on loans, and $ 2,324 related to contingent consideration included in selling, general and administrative expenses in the consolidated statement of operations. Fair value adjustments during the year ended December 31, 2023 includes the following: $( 4,600 ) of realized and unrealized gains (losses) on equity securities is comprised of $ 10,883 of realized and unrealized gains (losses) included in trading (loss) income and $( 15,483 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $ 20,225 of fair value adjustments on loans included in fair value adjustments on loans, and $( 4,537 ) related to contingent consideration included in selling, general and administrative expenses in the consolidated statement of operations. (2) - The $ 10,813 transfer out of Level 3 represents the reclassification of contingent consideration associated with Atlantic Coast Recycling to liabilities held for sale during the year ended December 31, 2024. Refer to Note 4 for more information. (3) - For the years ended December 31, 2024 and 2023, the change in unrealized gains (losses) is related to financial instruments held at the end of each respective reporting period. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. As of December 31, 2024 and 2023, the senior notes payable had a carrying amount of $ 1,530,561 and $ 1,668,021 , respectively, and a fair value of $ 769,476 and $ 1,127,503 , respectively. The aggregate carrying amount of the Company's notes payable, revolving credit facility, and term loans of $ 243,779 and $ 688,343 as of December 31, 2024 and 2023, respectively, approximates fair value because the effective yield of such instrument is consistent with current market rates of interest for instruments of comparable credit risk. The investments in nonpublic entities that do not report NAV are measured at cost, adjusted for observable price changes and impairments, with changes recognized in realized and unrealized gains (losses) on investments on the consolidated statements of operations. These investments are evaluated on a nonrecurring basis based on the observable price changes in orderly transactions for the identical or similar investment of the same issuer. Further adjustments are not made until another observable transaction occurs. Therefore, the determination of fair values of these investments in 172 Table of Contents nonpublic entities that do not report NAV does not involve significant estimates and assumptions or subjective and complex judgments. Investments in nonpublic entities that do not report NAV are subject to a qualitative assessment for indicators of impairment. If indicators of impairment are present, the Company is required to estimate the investment’s fair value and immediately recognize an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value. The following table presents information on the assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of December 31, 2024 and 2023. These investments were measured due to an observable price change or impairment during the years ended December 31, 2024 and 2023. Fair Value Measurement Using Total Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) As of December 31, 2024 Investments in nonpublic entities that do not report NAV $ 7,294 $ — $ 7,294 $ — As of December 31, 2023 Investments in nonpublic entities that do not report NAV $ 1,628 $ — $ 1,602 $ 26 (w) Foreign Currency Translation The Company transacts business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Transaction gains were $ 2,831 , losses were $ 2,289 , and gains were $ 1,920 , during the years ended December 31, 2024, 2023, and 2022, respectively. These amounts are included in selling, general and administrative expenses in the Company’s consolidated statements of operations. (x) Redeemable Noncontrolling Interests in Equity of Subsidiaries The Company records redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the class A ordinary shareholders in the BRPM 250 sponsored SPAC and the 20 % noncontrolling interest of Lingo Management, LLC (“Lingo”), which on February 24, 2023, the Company acquired, increasing its ownership interest in Lingo to 100 %. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries within the consolidated balance sheet, outside of the permanent equity section. The class A ordinary shareholders of BRPM 250 have redemption rights that are considered to be outside of the Company’s control. Remeasurements to the redemption value of the redeemable noncontrolling interest in equity of subsidiaries are recorded within retained earnings (accumulated deficit). The operating agreement with Lingo has provisions which result in the noncontrolling interest being accounted for as temporary equity. Net income (losses) are reflected in net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests in the consolidated statement of operations. 173 Table of Contents Changes to redeemable noncontrolling interest consist of the following: Amount Balance, December 31, 2022 178,622 Net loss ( 146 ) Purchase of Lingo minority interest ( 11,190 ) Remeasurement adjustments for Lingo and BRPM 250 8,477 Redemption of BRPM 250 Class A common stock ( 175,763 ) Balance, December 31, 2023 $ — (y) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company with a warrant expiration date of February 2025 (the “BR Brands Warrants”) in connection with the acquisition of the majority ownership interest in BR Brand Holdings LLC. The BR Brands Warrants entitle the holders of the warrants to acquire shares of the Company’s common stock from the Company at an exercise price of $ 26.24 per share. One-third of the BR Brands Warrants immediately vested and became exercisable upon issuance, and the remaining two-thirds of warrants vested and became exercisable on the second anniversary of the closing, upon the BR Brands’ satisfaction of specified financial performance targets. The BR Brands warrants expired in February 2025. As of December 31, 2024 and 2023, zero and 200,000 BR Brands warrants were outstanding, respectively. In April 2024, 200,000 shares of the Company's common stock were issued in connection with the exercise of all of the warrants for cash in the amount of $ 653 . (z) Equity Method Investments As of December 31, 2024 and 2023, an equity investment that is accounted for under the equity method of accounting had a carrying value of $ 85,487 and $ 2,087 , respectively, which is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company’s share of earnings or losses from equity method investees included in income (loss) from equity investments was $ 31 and $( 152 ) during the year ended December 31, 2024 and 2023, respectively, in the consolidated statements of operations. bebe stores, inc. The Company had a 40.1 % ownership interest in bebe at December 31, 2022 which was accounted for under the equity method of accounting for the periods presented prior to the Company obtaining a controlling interest in bebe on October 6, 2023 due to the purchase of an additional 3,700,000 shares for an aggregate purchase price of $ 18,500 that resulted in an increase in the Company’s ownership to 76.2 %. Prior to October, 2023, the investment in bebe was included in prepaid expenses and other assets in the consolidated balance sheets. On October 6, 2023, the fair value of the Company's existing equity interest in bebe was revalued at $ 30,575 as a result of obtaining a controlling interest from the purchase of additional shares. The carrying value of the Company’s equity method investment in bebe was remeasured at fair value in the amount of $ 30,575 on October 6, 2023 upon obtaining the controlling interest in bebe. Since the transaction price to obtain the controlling interest on a per share basis was less than the aggregate carrying value of the Company’s investment by $ 12,891 , upon remeasurement, the Company recorded a loss for this in the amount of $ 12,891 at September 30, 2023, which is included in other income (expense) - change in fair value of financial instruments and other in the accompanying consolidated statements of operations. Total revenues and net income of bebe during the year ended December 31, 2022 was $ 55,452 and $ 17,423 , respectively. During the years ended December 31, 2023, and 2022, the Company received dividends from the equity investment in bebe of $ 245 , and $ 3,197 , respectively. 174 Table of Contents Great American Group As discussed in Note 4 – Discontinued Operations and Assets Held for Sale, after the completion of the sale of a majority interest in Great American NewCo on November 15, 2024, the Company retained a non-controlling equity interest which is comprised of (a) 93.2 % of the issued and outstanding class B preferred limited liability company units of Great American NewCo (which will have a 2.3 % payment-in-kind coupon and an initial aggregate liquidation preference of approximately $ 183,000 ) (the “Class B Preferred Units”) and (b) 44.2 % of the issued and outstanding Common Units. This equity method investment is accounted for in the Company’s financial statements under the equity method of accounting a quarter in arrears, and no income or loss has been recorded in the Company’s consolidated financial statements for this equity method investment for the period November 15, 2024 to December 31, 2024. Upon deconsolidation of Great American NewCo, the Company's equity investment was valued at $ 82,462 and is included in prepaid expenses and other assets in the consolidated balance sheet. The fair value of the equity investment at November 15, 2024, is comprised of the Class B Preferred Units and the Common Units owned by the Company. The Class B Preferred Units were valued at November 15, 2024 using a discounted cash flow model with a discount rate of 19.2 % with an estimated investment exit date of five years from the transaction date. The fair value of the common units at November 15, 2024 was determined using a market multiple approach utilizing an EBITDA multiple of 8.3 based upon guideline public companies and further supported by the transaction price in the Equity Purchase Agreement. Other Equity Method Investments The Company had other equity method investments over which the Company exercises significant influence but that did not meet the requirements for consolidation, the largest ownership interest being a 40 % ownership interest in Lingo, which was acquired in November 2020. On May 31, 2022, the Company's ownership increased to 80 % and Lingo's operating results were consolidated with the Company. On February 24, 2023, the Company acquired the remaining 20 % ownership in Lingo, increasing the Company's ownership interest from 80 % to 100 %. The equity ownership in these other investments was accounted for at the applicable times under the equity method of accounting and was included in prepaid expenses and other assets in the consolidated balance sheets. (aa) Supplemental Non-cash Disclosures During the year ended December 31, 2024, there was non-cash investing activity related to the receipt of a note receivable in the amount of $ 2,000 related to the sale of certain assets, $ 53,530 related to a loan receivable, at fair value that converted into equity securities, DIP loan conversion to purchase consideration equity for the purchase of Nogin in the amount of $ 37,700 , and the receipt of $ 16,698 in loans receivable and $ 82,462 in non-controlling equity interest related to the sale of Great American Group During the year ended December 31, 2024, there was non-cash financing activity related to the Company's redemption of its 6.375 % Senior Notes due 2025 in the aggregate principal amount of $ 1,130 in exchange for 36,903 shares of its common stock at fair value of $ 1,011 for a net gain on extinguishment of debt of $ 120 . During the year ended December 31, 2024, other non-cash activities included the recognition of new operating lease right-of-use assets, and corresponding operating lease liabilities, of $ 3,720 . During the year ended December 31, 2023, non-cash activities related to the sale of BRRII and other businesses consisted of: (1) non-cash investing activity for a decrease in loans receivable of $ 124,397 and receipt of a loan receivable in the amount of $ 58,872 , and (2) non-cash financing activity for a decrease in term loan in the amount of $ 65,790 and decrease in non-controlling interest related to the distribution of equity of subsidiary of $ 3,374 . Other non-cash investing activities during the year ended December 31, 2023 included $ 26,817 of notes receivable that converted into equity securities; $ 23,668 of other receivables financed with a loan receivable; $ 1,190 of loans receivable, at fair value, that was included in consideration paid for the purchase of the Lingo noncontrolling interest; and $ 2,111 of common stock issued as part of the purchase price consideration for a business acquisition. During the year ended December 31, 2023, non-cash financing activities also included $ 7,000 in seller financing related to the purchase of the Lingo noncontrolling interest. During the year ended December 31, 2023, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 15,979 and the recognition of new operating lease liabilities of $ 15,979 . During the year ended December 31, 2022, non-cash investing activities included $ 35,648 in issuance of the Company's common stock and stock options as part of purchase price consideration from acquisitions the Company completed and the repayment of loans receivable in the amount of $ 850 with equity securities. During the year ended December 31, 2022, non-cash financing activities included $ 22,661 in seller financing for deferred cash consideration, the conversion of $ 17,500 of a loan receivable to equity related to an acquisition, and the distribution of investment securities 175 Table of Contents of $ 4,408 to non-controlling interests. During the year ended December 31, 2022, other non-cash activities included the recognition of new operating lease right-of-use assets of $ 48,552 and the recognition of new operating lease liabilities of $ 49,050 . (ab) Variable Interest Entities The Company holds interests in various entities that meet the characteristics of a VIE but are not consolidated as the Company is not the primary beneficiary. Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The party with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (e) related-party relationships with other parties that may also have a variable interest in the VIE. On August 21, 2023, in connection with the FRG take-private transaction, one of the Company's subsidiaries and an affiliate of Mr. Kahn (the “Kahn Borrower”) entered into an amended and restated a promissory note. The Company was not involved in the design of the Kahn Borrower, has no equity financial interest, and has no rights to make decisions or participate in the management of the Kahn Borrower that significantly impact the economics of the Kahn Borrower. Since the Company does not have the power to direct the activities of the Kahn Borrower, the Company is not the primary beneficiary and therefore does not consolidate the Kahn Borrower. The promissory note is included in loans receivable, at fair value in the Company’s consolidated financial statements and is a variable interest in accordance with the accounting guidance. As of December 31, 2024, the collateral underlying the promissory note was impaired, and the fair value of the promissory note was significantly reduced due to Freedom VCM's Chapter 11 bankruptcy filing on November 3, 2024 (see Notes 2(s) and 2(t) for further discussion). As of December 31, 2024 and 2023, the maximum amount of loss exposure to the VIE on a fair value basis was $ 2,057 and $ 209,395 . The Company, has entered into agreements to provide investment banking and advisory services to numerous investment funds (the “Funds”) that are considered variable interest entities under the accounting guidance. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7 % to 10 % of the amount of raised capital for the Funds and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation ( 8 % to 15 %) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized under the ownership model of ASC 323 - Investments – Equity Method and Joint Ventures as an equity method investment with changes in allocation recorded currently in the results of operations. As the fee arrangements under such agreements are arm’s length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Placement agent fees attributable to such arrangements during the years ended December 31, 2024, 2023, and 2022 were $ 866 , $ 3,382 , and $ 12,576 , respectively, and are included in services and fees in the consolidated statements of operations. 176 Table of Contents The carrying amounts included in the Company’s consolidated financial statements related to variable interests in VIEs that were not consolidated is shown below. December 31, 2024 December 31, 2023 Securities and other investments owned, at fair value $ — $ 28,573 Loans receivable, at fair value 28,193 250,801 Other assets 3,359 11,418 Maximum exposure to loss $ 31,552 $ 290,792 Bicoastal Alliance, LLC (“Bicoastal”) On May 3, 2024, as part of the acquisition of Nogin, the Company acquired a 50 % equity interest in Bicoastal through a wholly owned subsidiary of Nogin. Bicoastal is a holding company designed to manage the investments, including strategy and operations, for two brand apparel operating companies. The Company determined Bicoastal is a variable interest entity as it does not have sufficient resources to carry out its management activities without additional financial support. The Company determined that it has the power to direct the activities that most significantly impact Bicoastal’s economic performance, has more equity capital at risk, and is expected to continue to fund operations. Therefore, the Company determined that it is the primary beneficiary of Bicoastal and has consolidated its results into the Company’s consolidated financial statements. On August 14, 2024, Bicoastal entered into an agreement to acquire the remaining 50 % equity interest upon paydown of a $ 700 note payable to the noncontrolling interest noteholder with a final repayment date and equity ownership interest transfer date of June 30, 2025. Subsequent to December 31, 2024 this equity interest was included in the assets of Nogin that were transferred to an assignee for the benefits of creditors as more fully described in Note 25. B. Riley Principal 250 Merger Corporation (“BRPM”) In 2021, the Company along with BRPM 250, a newly formed special purpose acquisition company incorporated as a Delaware corporation, consummated the initial public offering of 17,250,000 units of BRPM 250. Each Unit of BRPM 250 consisted of one share of class A common stock and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of BRPM 250 class A common stock at an exercise price of $ 11.50 per share. The BRPM 250 Units were each sold at a price of $ 10.00 per unit, generating gross proceeds to BRPM 250 of $ 172,500 . These proceeds were deposited in a trust account established for the benefit of the BRPM 250 class A public shareholders and was included in prepaid expenses and other assets in the consolidated balance sheets. These proceeds are invested only in U.S. treasury securities in accordance with the governing documents of BRPM 250. Under the terms of the BRPM 250 initial public offering, BRPM 250 was required to consummate a business combination transaction within 24 months (or 27 months under certain circumstances) of the completion of its respective initial public offering. In connection with the completion of the initial public offering of BRPM 250, the Company invested in the private placement units of BRPM 250. BRPM 250 was determined to be a VIE because it did not have enough equity at risk to finance its activities without additional subordinated financial support. The Company had determined that the class A shareholders of BRPM 250 do not have substantive rights as shareholders of BRPM 250 since these equity interests are determined to be temporary equity. As such, the Company has determined that it is the primary beneficiary of BRPM 250 as it has the right to receive benefits or the obligation to absorb losses, as well as the power to direct a majority of the activities that significantly impact BRPM 250’s economic performance. Since the Company is determined to be the primary beneficiary, BRPM 250 was consolidated into the Company’s consolidated financial statements. In 2021, the Company formed BRPM 150 a special purpose acquisition company and raised $ 172,500 of gross proceeds. BRPM 150 was determined to be a VIE because the entity did not have enough equity at risk to finance its activities without additional subordinated financial support. The Company determined that the class A shareholders of BRPM 150 did not have substantive rights as shareholders of BRPM 150 since the equity interests were determined to be temporary equity. As such, the Company has determined that it is the primary beneficiary of BRPM 150 as it has the right to receive benefits or the obligation to absorb losses of the entity, as well as the power to direct a majority of the activities that significantly impact BRPM 150’s economic performance. Since the Company was determined to be the primary beneficiary, BRPM 150 was consolidated into the Company’s financial statements in 2022 for the period January 1, 2022 through July 19, 2022. On July 19, 2022, BRPM 150 completed a business combination with FaZeClan Holdings, Inc. 177 Table of Contents (“Faze Holdings”) in a reverse merger transaction resulting in BRPM 150 no longer being a VIE of the Company and no longer being included in the consolidated group of the Company. In connection with the de-consolidation of BRPM 150, among other items, prepaid expenses and other assets decreased by $ 172,584 related to funds held in a trust account and redeemable noncontrolling interests in equity of subsidiaries decreased by $ 172,500 . During the year ended December 31, 2022, the Company recognized incentive fees of $ 41,885 , which is included in services and fees in the consolidated statement of operations. On April 21, 2023, the Board of Directors of BRPM 250 approved a plan to redeem all of the outstanding shares of Class A common stock of BRPM 250, effective as of May 4, 2023. The BRPM 250 Class A public shares were deemed cancelled on May 4, 2023, and the funds held in trust were used to fund the corresponding redemption amounts to the BRPM 250 Class A shareholders and BRPM 250 was no longer a VIE. (ac) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. Certain amounts reported in Inventory during the year ended December 31, 2023 have been reclassified as rental merchandise, net in the prepaid expenses and other assets note during the year ended December 31, 2024. In addition, certain amounts reported in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2023 have been reclassified to loss on extinguishment of debt. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations and held for sale, see Note 4. These reclassifications had no effect on previously reported net income (loss), total assets, total liabilities, or stockholders' equity (deficit). (ad) Contingent Consideration Contingent consideration is comprised of contractual earnouts or milestones in connection with the Company's purchase of businesses and is initially recorded as purchase consideration in the purchase price allocation with a corresponding liability at the acquisition date measured at fair value with valuation methodologies as described in Note 2(v). Subsequent changes in the fair value of contingent consideration during the reporting period are recognized in selling, general and administrative expenses in the Company’s consolidated statements of operations. (ae) Transfer of Financial Assets As discussed in more detail in Note 4 - Discontinued Operations and Assets Held for Sale, the Company's controlling and non-controlling equity interest in assets and certain intellectual properties related to the Brands Transaction were contributed and transferred to a securitization financing vehicle in exchange for consideration upon sale. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that preclude it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets. Transfers of assets that meet the sale criteria under ASC 860, Transfers and Servicing, are derecognized from the Consolidated Balance Sheets at the time of transfer, and assets and liabilities incurred in connection with transfers reported as sales are initially recognized in the Consolidated Balance Sheets at fair value. Gains and losses stemming from transfers reported as sales are included in the "Income from discontinued operations, net of income taxes" line item in the Consolidated Statements of Operations. (af) Recent Accounting Standards Not yet adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures . This ASU requires additional expense disclosures by public entities in the notes to the financial statements. The ASU outlines the specific costs that are required to be disclosed which include such costs as: purchases of inventory, employee compensation, depreciation, intangible asset amortization, selling costs, and depreciation, depletion, and amortization related to oil and gas production. It also requires qualitative descriptions of the amounts remaining in the relevant expense income statement captions that are not separately disaggregated quantitatively in the notes to the financial statements and the entity's definition of selling expenses. The disclosures are required for each interim and annual reporting period. In January 2025, the FASB issued ASU 2025-01 which clarified the effective date for entities that do not have an annual reporting period that ends on December 31 st . The guidance is effective for annual periods 178 Table of Contents beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures . The amendments in this update improve income tax disclosure requirements related to the transparency of rate reconciliation and income taxes paid disclosures and the effectiveness and comparability of disclosures of pretax income (or loss) and income tax expense (or benefit). The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The update should be applied on a prospective basis. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. Recently adopted In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company adopted the new standard effective December 31, 2024. As a result, the Company has enhanced our segment disclosures in Note 24 "Business Segments" to include the titles and positions of individuals comprising the CODM and significant expense categories and amounts included in segment profit or loss that are regularly provided to the CODM. The adoption of this ASU affects only the disclosures, with no impacts to the financial position and results of operations. NOTE 3 — ACQUISITIONS 2024 Acquisitions On May 3, 2024, one of the Company’s wholly owned subsidiaries completed the acquisition of Nogin for a total purchase consideration of approximately $ 56,370 , which consisted of $ 37,700 in DIP financing (see Note 2(s)) and an additional $ 18,670 in cash consideration. To fund the $ 18,670 in cash consideration, contemporaneous with the closing, the acquired company issued $ 15,000 of convertible debt. In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $ 56,028 and other intangible assets of $ 17,350 were recorded as a result of the acquisition. The acquisition complements the Company's principal investments strategy and offers potential growth to the Company's portfolio of principal investments. The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $ 2,425 and included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024. Nogin goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes. The fair value of acquisition consideration and purchase price allocation were as follows: Consideration paid: Cash $ 18,670 Credit bid - Settlement of DIP Facility 37,700 Total Consideration $ 56,370 179 Table of Contents Assets acquired and liabilities assumed: Cash and cash equivalents $ 604 Accounts receivable 421 Prepaid and other assets 6,826 Operating lease right-of-use assets 740 Property and equipment 400 Other intangible assets 17,350 Deferred income taxes 227 Accounts payable ( 9,731 ) Accrued expenses and other liabilities ( 10,309 ) Deferred revenue ( 95 ) Operating lease liabilities ( 740 ) Note payable ( 700 ) Net tangible assets acquired and assumed 4,993 Goodwill 56,028 Noncontrolling interest ( 4,651 ) Total $ 56,370 During the year ended December 31, 2024, goodwill for Nogin increased by $ 1,636 related to certain purchase price accounting adjustments. The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Category Useful life Fair Value Customer relationships 9 Years $ 10,300 Internally developed software and other intangibles 8 Years 3,950 Trademarks 10 Years 3,100 Total $ 17,350 As described in Note 2(s), the Company had entered into a Chapter 11 RSA with Nogin prior to the acquisition date. As part of Nogin's Chapter 11 restructuring activities, it ceased the sale of brand apparel merchandise and eliminated warehousing and other costs associated with the inventory, among other things. The Company has determined that the preparation of pro forma financial information would be impracticable due to the significant estimates of amounts needed to reflect Nogin's historical financial information with its operations emerging from bankruptcy. 2023 Acquisitions On October 6, 2023, the Company purchased an additional 3,700,000 shares of bebe for an aggregate purchase price of $ 18,500 , resulting in an increase in the Company's ownership interest to 76.2 %. The purchase of these additional shares resulted in the Company having a majority voting interest in bebe and the consolidation of bebe financial results for periods subsequent to October 6, 2023. The Company used the acquisition method of accounting and determined the fair value of assets exceeded consideration by $ 15,903 which was recorded as a bargain purchase gain during the three months ended December 31, 2023. The gain on bargain purchase was included within other income (expense) in gain on bargain purchase in the consolidated statements of operations. The bargain purchase gain resulted from the Company’s specific deferred tax asset attributes associated with the utilization of bebe’s net operating losses. bebe is included in the All Other category that is reported with Corporate and Other in Note 24 – Business Segments. 180 Table of Contents Freedom VCM Equity Investment Acquisition - Pro Forma Financial Information On August 21, 2023, the Company acquired approximately 31 % equity interest in Freedom VCM for total consideration of $ 281,144 . The equity interest was acquired in connection with Freedom VCM's acquisition of FRG by a buyer group that included members of senior management of FRG, led by Brian Kahn, FRG’s then Chief Executive Officer as part of the FRG take-private transaction. The unaudited pro-forma financial information for the years ended December 31, 2023 and 2022 in the table below summarizes the results of operations of the Company and the equity investment in Freedom VCM as though the acquisition of the approximately 31 % equity investment on August 21, 2023 had occurred as of the beginning of each of the years on January 1, 2023 and 2022. The pro-forma financial information presented includes the effects of the common stock offering in July 2023 and adjustments related to additional interest expense from borrowings that the Company used to finance the acquisition of the equity interest. The Company has elected to account for the acquisition of the equity investment under the fair value option and any changes in fair value of the equity investment during future periods will be recorded in the consolidated statements of operations. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of the equity investment had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. Pro Forma (unaudited) Year Ended December 31, 2023 2022 Revenues $ 1,643,600 $ 1,080,670 Net loss attributable to B. Riley Financial, Inc. $ ( 105,750 ) $ ( 168,970 ) Net loss attributable to common shareholders $ ( 113,807 ) $ ( 176,978 ) Basic loss per share $ ( 3.74 ) $ ( 5.84 ) Diluted loss per share $ ( 3.74 ) $ ( 5.84 ) Weighted average basic shares outstanding 30,456,631 30,279,439 Weighted average diluted shares outstanding 30,456,631 30,279,439 2022 Acquisitions Acquisition of Targus On October 18, 2022, the Company acquired all of the issued and outstanding shares of Targus in a transaction pursuant to Purchase Agreement with Targus, the sellers identified therein, and the other parties thereto. The purchase price consideration totaled $ 247,546 , which consisted of cash in the amount of $ 112,686 , seller financing of $ 54,000 , the issuance of $ 59,016 in 6.75 % senior notes due 2024, the issuance of $ 15,329 of the Company’s common stock and stock options, and deferred payments of $ 6,515 . In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $ 79,781 and other intangible assets of $ 89,000 were recorded as a result of the acquisition. The acquisition complements the Company’s existing investments and offers potential growth to the Company’s operations in the Consumer Products segment. The assets and liabilities of Targus, both tangible and intangible, were recorded at their estimated fair values as of the October 18, 2022 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Targus, were charged against earnings in the amount of $ 1,921 and included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2022. Targus goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes. 181 Table of Contents The fair value of acquisition consideration and purchase price allocation were as follows: Consideration paid: Cash $ 112,686 Fair value of seller financing 54,000 Fair value of 2,400,000 RILYO shares issued in senior notes at $ 24.59 per share 59,016 Fair value of 227,491 B. Riley common shares issued at $ 42.11 per share 9,580 Fair value of 215,876 stock options attributable to service period prior to acquisition 5,749 Fair value of deferred payments 6,515 Total consideration $ 247,546 Assets acquired and liabilities assumed: Cash and cash equivalents $ 18,810 Accounts receivable 91,039 Prepaid and other assets 90,289 Right-of-use assets 7,665 Property and equipment 8,320 Other intangible assets 89,000 Accounts payable ( 54,553 ) Accrued expenses and other liabilities ( 62,939 ) Deferred income taxes ( 9,989 ) Contingent consideration ( 2,212 ) Lease liability ( 7,665 ) Net tangible assets acquired and liabilities assumed 167,765 Goodwill 79,781 Total $ 247,546 During the year ended December 31, 2023, goodwill for Targus changed by $ 4,028 related to certain purchase price accounting adjustments. The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Category Useful life Fair Value Customer relationships 9 years $ 50,000 Internally developed software and other intangibles 1 to 3 years 4,000 Tradenames N/A 35,000 Total $ 89,000 The weighted average lives of amortizable intangible assets at acquisition date was 8.5 years. 182 Table of Contents Unaudited Pro Forma Information Acquisition of Targus The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of Targus as if it had occurred on January 1, 2021. Pro Forma (unaudited) Year Ended December 31, 2022 Revenues $ 1,418,291 Net (loss) income $ ( 138,448 ) Net (loss) income attributable to B. Riley Financial, Inc. $ ( 141,683 ) Net (loss) income attributable to common shareholders $ ( 149,691 ) These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021, nor are they indicative of the results of operations for future periods. For the period from October 18, 2022 to December 31, 2022, revenues and pre-tax income from Targus included in the Company’s consolidated results of operations were $ 77,821 and $ 6,899 , respectively. Other Acquisitions During the year ended December 31, 2022, the Company converted $ 17,500 of a loan receivable with Lingo into equity and the Company's ownership interest in Lingo increased from 40 % to 80 %. This resulted in the consolidation of Lingo and the pre-existing equity method investment was remeasured at fair value resulting in the recognition of a gain of $ 6,790 , which is included in trading (losses) income in the consolidated statements of operations. Upon the consolidation of Lingo on May 31, 2022, the total fair value of the assets of Lingo was $ 116,500 and the fair value of the 20 % noncontrolling interest was $ 8,021 . As part of the acquisition, the Company assumed liabilities in the amount of $ 32,172 and recorded goodwill of $ 34,412 and other intangible assets of $ 63,000 were recorded in the accompanying consolidated balance sheet. The Company also completed the acquisitions of BullsEye Telecom, Inc. (“BullsEye”), FocalPoint Securities LLC (“FocalPoint”), and Atlantic Coast Fibers (“ACR”) (and related businesses). In accordance with ASC 805, the Company used the acquisition method of accounting for these acquisitions, none of which were material to the Company's consolidated financial statements. The aggregate purchase price consideration consisted of $ 145,987 in cash, $ 20,320 in issuance of common stock of the Company, $ 52,969 in assumed debt and other consideration payable. The purchase price allocation consisted of $ 151,925 in goodwill, $ 52,860 in intangible assets, and $ 2,522 in net assets acquired. The results of operations of the acquisitions which were not material, have been included in our consolidated financial statements from the date of purchase. During the year ended December 31, 2023, certain working capital holdback provisions in the BullsEye purchase agreement were finalized resulting in the Company receiving $ 672 of cash, which reduced goodwill from $ 151,925 to $ 151,253 . 183 Table of Contents Valuation Assumptions for Purchase Price Allocation Our valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property and equipment, and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired are primarily comprised of customer relationships, trademarks, and developed technology. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. NOTE 4 — DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE Assets Held For Sale Wealth Management On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel for estimated net consideration based on the number of advisors that join Stifel at closing, among other things. Upon closing the transaction on April 4, 2025, the sale was completed for net cash consideration of $ 26,037 , representing 36 financial advisors whose managed accounts represent approximately $ 4.0 billion, or 19.3 %, of total assets under management ("AUM") as of December 31, 2024. Atlantic Coast Recycling On March 3, 2025, the Company and BR Financial, B. Riley Environmental Holdings, LLC, and other indirect subsidiaries of the Company which included the Atlantic Companies, entered into the MIPA, whereby the Interests owned by BR Financial and the minority holders were sold to a third party in accordance with the terms of the MIPA on March 3, 2025. The Interests were sold to the third party on March 3, 2025 for a purchase price of $ 102,478 , subject to certain adjustments and a holdback amount pending receipt of a certain third party consent, resulting in cash proceeds of $ 68,638 to the Company after adjustments for amounts allocated to non-controlling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. Of the $ 68,638 of cash proceeds received by the Company, approximately $ 22,610 was used to pay interest, fees, and principal on the Credit Facility entered into with Oaktree Capital Management, L.P. on February 26, 2025 as further discussed in Note 25 – Subsequent Events. A gain of $ 52,705 was recognized in the first quarter of 2025 from this sale. The Company determined that the assets and liabilities associated with the Wealth Management and Atlantic Coast Recycling transactions met the criteria under ASC 360 Impairment and Disposal of Long-Lived Assets to be classified as held for sale as of December 31, 2024 and are properly presented in the Consolidated Balance Sheets. Operating results from the disposal groups comprising the Wealth Management business and Atlantic Coast Recycling contributed to Wealth Management and All Other segment categories, respectively, operating incomes for the year ended December 31, 2024. 184 Table of Contents Assets and liabilities held for sale consist of the following: As of December 31, 2024 Atlantic Wealth Coast Management Recycling Total Assets Held for Sale Cash and cash equivalents $ — $ 1,324 $ 1,324 Accounts receivable, net of allowance of $ 18 — 3,698 3,698 Prepaid expenses and other assets 3,704 2,427 6,131 Operating lease right-of-use assets 512 21,127 21,639 Property and equipment, net 71 22,799 22,870 Goodwill 13,861 3,280 17,141 Other intangible assets, net 2,678 9,242 11,920 Total assets held for sale $ 20,826 $ 63,897 $ 84,723 Liabilities Held for Sale Accounts payable $ — $ 1,410 $ 1,410 Accrued expenses and other liabilities — 13,290 13,290 Operating lease liabilities 525 24,371 24,896 Notes payable — 1,909 1,909 Total liabilities held for sale $ 525 $ 40,980 $ 41,505 Discontinued Operations The Company presents a disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, that represents a strategic shift that has or will have a major effect on the Company’s operations and financial results as discontinued operations when the components meet the criteria to be classified as held for sale. The following operations have been presented as discontinued operations. Brands Transaction On October 25, 2024, the Company completed a transaction whereby the Company contributed and transferred its controlling equity interest in the assets and intellectual properties related to the licenses of Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (or “Six Brands”), which were previously consolidated in the Company's financial statements, and the noncontrolling equity interests the Company owned in the assets and intellectual properties of Hurley, Justice, and Scotch & Soda (collectively with Six Brands the “Brands Interests”), which the Company had elected to account for the equity investments under the fair value option, into a securitization financing vehicle in exchange for $ 189,300 in net proceeds. As noted in Note 2(ae) - Transfer of Financial Assets, the Company accounted for this transfer of financial assets as a sale. During the year ended December 31, 2024, upon deconsolidation of the Six Brands, the Company recognized a loss on disposal of discontinued operations of $( 40,782 ) and the Company recognized a write-down in the fair value of the equity investments in Hurley, Justice, and Scotch & Soda of $( 87,810 ) that is reported in realized and unrealized (losses) gains on investments in discontinued operations below. In addition, the Company’s ownership interest in the Brand Interests will be reported as a non-controlling equity investment that is estimated to have a nominal value as a result of the liquidation preferences and notes that were issued as part of the secured financing. Additionally, in connection with the Brands Interests contribution and transfer noted above, the Company entered into a membership interest purchase agreement dated October 25, 2024, whereby the Company’s subsidiary bebe sold its limited liability company equity interests in BB Brand Holdings and BKST Brand Management (the “bebe Brands”), which the Company had elected to account for the equity investments in the bebe Brands under the fair value option for $ 46,624 in net cash proceeds. During the year ended December 31, 2024, the Company recognized a write-down in fair value of 185 Table of Contents equity investment in the bebe Brands of $( 21,386 ) that is reported in realized and unrealized (losses) gains on investments in discontinued operations below. Upon closing of the bebe Brands sale, proceeds of $ 22,188 was used to pay off the then outstanding balance of the bebe Credit Agreement in full (see Note 13 — Term Loans and Revolving Credit Facility) and $ 224 of loan-related pay off expenses. Collectively, the bebe Brands sale and the contribution and transfer of Brands Interest comprise the Brands Transaction. The Brands Interests and bebe Brands were historically reported within All Other category - generating operating revenues from the Company's majority owned subsidiary that licenses the trademarks and intellectual properties from Six Brands. The bebe Brands equity investments also generated other income from dividends the Company received from the equity ownership of investments that range from 10 % to 50 % in companies that license the trademark and intellectual property of bebe and Brookstone brands (equity ownership of bebe stores, inc., our majority owned subsidiary). The Company analyzed the quantitative and qualitative factors relevant to the divestiture of the brand assets, including the fair value adjustments and dividends received from the brand assets significance to the overall net income and earnings per share, and determined that those conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been adjusted to reflect discontinued operations presentation. The Company has no significant continuing involvement with operations and management of the Brands Interests and bebe Brands post-disposition. Great American Group On November 15, 2024, the Company entered into an equity purchase agreement, dated October 13, 2024 (the “Equity Purchase Agreement”), to sell 52.6 % ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the "Great American Group") to Oaktree and/or its affiliates (collectively, “Oaktree”), a global asset manager. Subject to the terms and conditions set forth in, the Equity Purchase Agreement, the Company conducted an internal reorganization and contributed all of the interests in the “Great American Group”, to Great American Holdings, LLC, a newly formed holding company ("Great American NewCo"). At the Closing, (i) Oaktree received (a) all of the outstanding class A preferred limited liability units of Great American NewCo (which will have a 7.5 % cash coupon and a 7.5 % payment-in-kind coupon) (the “Class A Preferred Units”) and (b) common limited liability units of Great American NewCo (the “Common Units”) representing 52.6 % of the issued and outstanding common limited liability units in Great American NewCo for a purchase price of approximately $ 203,000 (with an initial liquidation preference of approximately $ 203,000 ). The Company retains (a) 93.2 % of the issued and outstanding class B preferred limited liability company units of Great American NewCo (which will have a 2.3 % payment-in-kind coupon and an initial aggregate liquidation preference of approximately $ 183,000 ) (the “Class B Preferred Units”) and (b) 44.2 % of the issued and outstanding Common Units. The remaining 6.8 % of issued and outstanding Class B Preferred Units and 3.2 % of issued and outstanding Common Units will be held by certain minority investors. The Company will account for its non-controlling equity interest in Great American NewCo using the equity method of accounting (refer to Note 2(z) Equity Method Investments) with its carrying value included in the “Prepaid and other assets” line item in the consolidated balance sheets (refer to Note 8 — Prepaid Expenses and Other Assets). The Great American Group, which was historically reported within the Auction and Liquidation segment—providing auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property, and real property—and within the Financial Consulting segment—offering bankruptcy, financial advisory, forensic accounting, real estate consulting, and valuation and appraisal services—were divested. The Company recorded a net gain of $ 258,286 to the "Income from discontinued operations, net of taxes" line item in the Consolidated Statements of Operations. The net after-tax proceeds from this transaction were used to repay certain debt obligations and focus on the core operating subsidiaries. The Company analyzed the quantitative and qualitative factors relevant to the sale of the Great American Group, including the significance of the operating income generated from the appraisal, real estate consulting and auction and liquidation operations to the overall net income (loss), net (loss) income per share, and net assets, and determined that those conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been adjusted to reflect discontinued operations presentation. 186 Table of Contents Continuing Involvement In addition to retaining an equity interest accounted for under the equity method of accounting, at the closing of the transaction, the Company entered into a Transition Services Agreement, pursuant to which the Company will provide certain transition services to Great American NewCo relating for the Great American Group for a period of up to one year from the Closing. Additionally, the Company entered into a credit agreement, pursuant to which an affiliate of the Company, as lender, will provide to Great American NewCo, as borrower, a first lien secured revolving credit facility of up to $ 25,000 for general corporate purposes, subject to the terms and conditions set forth therein, which had an outstanding balance of $ 1,698 at closing, and entered into promissory notes which totaled $ 15,332 related to capital requirements for certain retail liquidation engagements that were ongoing as of closing. On November 15, 2024, in connection with the GA Group Transaction as described above, the asset based credit facility with Wells Fargo Bank, National Association (the “Credit Agreement”) with a maximum borrowing limit of $ 200,000 and a maturity date of April 20, 2027, which provided for cash advances and the issuance of letters of credit on retail liquidation engagements under the credit facility, was terminated. There were no outstanding balances on this credit facility as of December 31, 2024 and 2023 or at the time of termination. The major classes of assets and liabilities included in discontinued operations were as follows: Brands Transaction Great American Group Total December 31, 2023 ASSETS Assets: Cash and cash equivalents $ 845 $ 8,429 $ 9,274 Securities and other investments owned, at fair value 283,057 — 283,057 Accounts receivable, net 3,232 11,228 14,460 Prepaid expenses and other assets — 1,655 1,655 Operating lease right-of-use assets — 438 438 Goodwill — 5,688 5,688 Other intangible assets, net 123,769 — 123,769 Total assets $ 410,903 $ 27,438 $ 438,341 LIABILITIES Liabilities: Accounts payable $ — $ 558 $ 558 Accrued expenses and other liabilities 1,193 25,350 26,543 Due to related parties and partners — 251 251 Deferred revenue 724 205 929 Operating lease liabilities — 475 475 Total liabilities $ 1,917 $ 26,839 $ 28,756 187 Table of Contents Revenues and income (loss) from discontinued operations were as follows (in thousands): Brands Transaction Great American Group Total Year Ended December 31, Year Ended December 31, Year Ended December 31, 2024 2023 2022 2024 2023 2022 2024 2023 2022 Revenues: Services and fees $ 14,755 $ 18,136 $ 18,940 $ 80,612 $ 85,484 $ 60,732 $ 95,367 $ 103,620 $ 79,672 Interest income - loans — — — — — 4,587 — — 4,587 Sale of goods — — — 21,574 74,203 56,928 21,574 74,203 56,928 Total revenues 14,755 18,136 18,940 102,186 159,687 122,247 116,941 177,823 141,187 Operating expenses: Direct cost of services — — — 24,363 24,729 23,920 24,363 24,729 23,920 Cost of goods sold — — — 17,992 40,515 17,893 17,992 40,515 17,893 Selling, general and administrative expenses 3,071 3,379 5,218 52,425 55,189 54,570 55,496 58,568 59,788 Total operating expenses 3,071 3,379 5,218 94,780 120,433 96,383 97,851 123,812 101,601 Operating (loss) income 11,684 14,757 13,722 7,406 39,254 25,864 19,090 54,011 39,586 Other income (expense): Interest income — — — 6 — — 6 — — Dividend income 32,568 35,029 28,023 — — — 32,568 35,029 28,023 Realized and unrealized (losses) gains on investments ( 109,196 ) ( 536 ) 46,461 — — — ( 109,196 ) ( 536 ) 46,461 Losses on extinguishment of loans and other ( 434 ) — — — ( 750 ) — ( 434 ) ( 750 ) — Loss from equity method investments — — — — ( 29 ) — — ( 29 ) — (Loss) gain on disposal of discontinued operations ( 40,782 ) — — 258,286 — — 217,504 — — Interest expense ( 2,274 ) ( 680 ) — ( 30,089 ) ( 30,093 ) ( 183 ) ( 32,363 ) ( 30,773 ) ( 183 ) (Loss) income from discontinued operations before income taxes ( 108,434 ) 48,570 88,206 235,609 8,382 25,681 127,175 56,952 113,887 Provision for income taxes ( 1,212 ) — — ( 48 ) ( 2,422 ) ( 1,396 ) ( 1,260 ) ( 2,422 ) ( 1,396 ) (Loss) income from discontinued operations, net of income taxes $ ( 109,646 ) $ 48,570 $ 88,206 $ 235,561 $ 5,960 $ 24,285 $ 125,915 $ 54,530 $ 112,491 Interest expense for discontinued operations is based upon the amount of debt that was required to be repaid as a result of the Brands Transaction and Great American Group transaction described above and amount to $ 32,363 , $ 30,773 and $ 183 for the year ended December 31, 2024, 2023 and 2022, respectively. Cash flows from discontinued operations were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Net cash from discontinued operations provided by (used in): Operating activities $ 20,090 $ 41,057 $ 89,205 Investing activities 401,114 — — Financing activities ( 428,571 ) ( 79,138 ) ( 57,174 ) Effect of foreign currency on cash ( 1,891 ) 2,495 ( 807 ) Net (decrease) increase in cash, cash equivalents and restricted cash $ ( 9,258 ) $ ( 35,586 ) $ 31,224 188 Table of Contents Supplemental disclosures from cash flows were as follows (in thousands): Year Ended December 31, Supplemental disclosures from cash flows: 2024 2023 2022 Interest paid - Continuing Operations $ 210,349 $ 285,288 $ 178,670 Interest paid - Discontinued Operations 29,949 30,021 14,717 Interest paid - Total $ 240,298 $ 315,309 $ 193,387 Taxes paid - Continuing Operations 4,751 20,119 49,347 Taxes paid - Discontinued Operations 2,173 2 10 Taxes paid - Total $ 6,924 $ 20,121 $ 49,357 NOTE 5 — RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $ 1,522 , $ 2,131 , and $ 9,011 during the years ended December 31, 2024, 2023, and 2022, respectively. The restructuring charges during the year ended December 31, 2024 were primarily related to reorganization and consolidation activities in the Communications segment and Consumer Products segment, which consisted of reductions in workforce. The restructuring charges during the year ended December 31, 2023 were primarily related to reorganization and consolidation activities in the Wealth Management segment, Communications segment, and Consumer Products segment. Reorganization and consolidation activities consisted of reductions in workforce and facility closures. The following tables summarize the changes in accrued restructuring charge during the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 2023 2022 Balance, beginning of year $ 2,540 $ 2,335 $ 624 Restructuring charge 1,522 2,131 9,011 Cash paid ( 2,158 ) ( 2,253 ) ( 2,712 ) Non-cash items ( 588 ) 327 ( 4,588 ) Balance, end of year $ 1,316 $ 2,540 $ 2,335 189 Table of Contents The following table summarizes the restructuring activities by reportable segment during the years ended December 31, 2024, 2023, and 2022: Wealth Management Communications Consumer Products Total Restructuring charges for the year ended December 31, 2024: Employee termination costs $ — $ 379 $ 1,143 $ 1,522 Total restructuring charge $ — $ 379 $ 1,143 $ 1,522 Restructuring charges for the year ended December 31, 2023: Employee termination costs $ — $ 1,540 $ 530 $ 2,070 Facility closure and consolidation charge 61 — — 61 Total restructuring charge $ 61 $ 1,540 $ 530 $ 2,131 Restructuring charges for the year ended December 31, 2022: Employee termination costs $ 1,150 $ 1,054 $ — $ 2,204 Impairment of intangibles 2,012 2,162 — 4,174 Facility closure and consolidation charge 1,792 841 — 2,633 Total restructuring charge $ 4,954 $ 4,057 $ — $ 9,011 NOTE 6 — SECURITIES LENDING The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of December 31, 2024 and 2023: Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1) Net amounts included in the consolidated balance sheets Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of December 31, 2024 Securities borrowed $ 43,022 $ — $ 43,022 $ 43,022 $ — Securities loaned $ 27,942 $ — $ 27,942 $ 27,942 $ — As of December 31, 2023 Securities borrowed $ 2,870,939 $ — $ 2,870,939 $ 2,870,939 $ — Securities loaned $ 2,859,306 $ — $ 2,859,306 $ 2,859,306 $ — _______________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. 190 Table of Contents The following table presents the contract value of securities lending transactions accounted for as secured borrowings by the type of collateral provided to counterparties as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Remaining contractual maturity Remaining contractual maturity Overnight and continuous Total Overnight and continuous Total Securities lending transactions Corporate securities - fixed income $ 310 $ 310 $ 283,809 $ 283,809 Equity securities 42,712 42,712 2,575,919 2,575,919 Non-US sovereign debt — — 11,211 11,211 Total borrowings $ 43,022 $ 43,022 $ 2,870,939 $ 2,870,939 The Company's securities lending transactions require us to pledge collateral based on the terms of each contract which is generally denominated in U.S. dollars and marked to market on a daily basis. If the fair value of the collateral pledged for these transactions declines, the Company could be required to provide additional collateral to the counterparty, therefore decreasing the amount of assets available for other liquidity needs that may arise. The Company's liquidity risk is mitigated by maintaining offsetting securities borrowed transactions in which the Company receives cash from the counterparty which, in general, is equal to or greater than the cash the Company posts on securities lending transactions. NOTE 7 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, include the following: December 31, 2024 December 31, 2023 Accounts receivable $ 86,449 $ 95,102 Investment banking fees, commissions and other receivables 12,008 13,109 Total accounts receivable 98,457 108,211 Allowance for credit losses ( 10,073 ) ( 7,175 ) Accounts receivable, net $ 88,384 $ 101,036 Additions and changes to the allowance for credit losses consist of the following: Year Ended December 31, 2024 2023 2022 Balance, beginning of period $ 7,175 $ 3,501 $ 3,495 Add: Additions to reserve 5,995 7,148 4,164 Less: Other adjustments and write-offs ( 3,173 ) ( 3,499 ) ( 4,145 ) Less: Recovery 76 25 ( 13 ) Balance, end of period $ 10,073 $ 7,175 $ 3,501 191 Table of Contents NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: December 31, 2024 December 31, 2023 Inventory $ 63,004 $ 93,674 Rental merchandise, net 15,084 16,629 Equity method investments 85,487 2,087 Prepaid expenses 23,305 29,982 Unbilled receivables 10,111 12,997 Other receivables 38,956 39,001 Other assets 16,397 47,492 Prepaid expenses and other assets $ 252,344 $ 241,862 Unbilled receivables represent the amount of mobile handsets in the Communications segment, and consulting related engagements in the Financial Consulting segment. Other receivables primarily consist of interest receivables on loans and loans receivables that are held at cost. Other assets primarily consist of deposits, real estate held for investment, deferred financing costs, and finance lease assets. NOTE 9 — PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated Useful Lives December 31, 2024 December 31, 2023 Leasehold improvements 1 to 15 years $ 14,766 $ 14,746 Machinery, equipment and computer software 1 to 15 years 28,871 32,910 Furniture and fixtures 3 to 5 years 5,510 5,799 Total 49,147 53,455 Less: Accumulated depreciation and amortization ( 30,193 ) ( 28,249 ) $ 18,954 $ 25,206 Depreciation expense was $ 10,219 , $ 9,432 , and $ 5,573 during the years ended December 31, 2024, 2023, and 2022, respectively. NOTE 10 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $ 423,136 and $ 466,638 as of December 31, 2024 and 2023, respectively. The decrease in goodwill for the year ended December 31, 2024 was primarily from the Nogin goodwill impairment of $( 57,664 ) in the E-Commerce segment, and the Targus goodwill impairment of $( 26,681 ) in the Consumer Products segment, and the reclass to Held for sale of $( 13,861 ) for the Stifel transaction in the Wealth Management segment, and $( 3,280 ) for Reval in the All Other category as discussed in Note 4, partially offset by $ 56,028 from the Nogin acquisition in the E-Commerce segment, and $ 1,431 from an immaterial acquisition in the Financial Consulting segment. The decrease in goodwill for the year ended December 31, 2023 was primarily from the Targus goodwill impairment of $ 53,100 in the Consumer Products segment, partially offset by $ 11,871 from other acquisitions. 192 Table of Contents The changes in the carrying amount of goodwill during the years ended December 31, 2024 and 2023 were as follows: Capital Markets Wealth Management Financial Consulting Communications Consumer Products E-Commerce All Other Total Balance as of December 31, 2022 $ 162,018 $ 51,195 $ 19,967 $ 193,195 $ 75,753 $ — $ 4,779 $ 506,907 Changes in goodwill during the year: Acquisition of other businesses — — 9,443 — — — 2,428 11,871 Goodwill impairment — — — — ( 53,100 ) — — ( 53,100 ) Other — — 187 672 4,028 — ( 3,927 ) 960 Balance as of December 31, 2023 162,018 51,195 29,597 193,867 26,681 — 3,280 466,638 Changes in goodwill during the year: Acquisition of other businesses — — 1,431 — — 56,028 — 57,459 Goodwill impairment — — — — ( 26,681 ) ( 57,664 ) — ( 84,345 ) Reclassified as held for sale — ( 13,861 ) — — — — ( 3,280 ) ( 17,141 ) Other ( 532 ) — ( 579 ) — — 1,636 — 525 Balance as of December 31, 2024 $ 161,486 $ 37,334 $ 30,449 $ 193,867 $ — $ — $ — $ 423,136 During the year ended December 31, 2024, the changes in goodwill included $( 579 ) of foreign currency translation amounts, $ 1,636 related to certain purchase price accounting adjustments as described in Note 3, and $( 532 ) related to the sale of certain assets. During the year ended December 31, 2023, the changes in goodwill included $ 187 of foreign currency translation amounts, $ 672 of working capital settlements as described in Note 3, $ 4,028 related to certain purchase price accounting adjustments, and $( 3,927 ) related to the sale of certain assets. 193 Table of Contents Intangible assets consisted of the following: As of December 31, 2024 As of December 31, 2023 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1 to 16 $ 241,125 $ ( 126,230 ) $ 114,895 $ 263,721 $ ( 108,644 ) $ 155,077 Domain names 7 175 ( 174 ) 1 185 ( 183 ) 2 Advertising relationships 8 100 ( 100 ) — 100 ( 94 ) 6 Internally developed software and other intangibles 0.5 to 10 29,088 ( 23,245 ) 5,843 28,985 ( 19,613 ) 9,372 Trademarks 3 to 10 20,277 ( 10,231 ) 10,046 20,821 ( 8,133 ) 12,688 Total 290,765 ( 159,980 ) 130,785 313,812 ( 136,667 ) 177,145 Non-amortizable assets: Tradenames 16,100 — 16,100 21,100 — 21,100 Total intangible assets $ 306,865 $ ( 159,980 ) $ 146,885 $ 334,912 $ ( 136,667 ) $ 198,245 Amortization expense was $ 35,094 , $ 39,770 , and $ 32,181 during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, estimated future amortization expense was $ 26,953 , $ 24,612 , $ 23,298 , $ 20,099 , $ 15,469 during the years ended December 31, 2025, 2026, 2027, 2028 and 2029, respectively. The estimated future amortization expense after December 31, 2029 was $ 20,354 . The Company performs impairment tests for goodwill and other intangible assets with indefinite lives as of December 31 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company’s reporting units or asset group below their carrying values. Due to challenges in executing Nogin’s growth plans operating results in the fourth quarter of 2024 were impacted and Nogin’s long-term forecasts were updated. A goodwill impairment charge of $ 57,664 was recognized in E-Commerce reporting unit related to Nogin at December 31, 2024. The Company’s Targus subsidiary which is included in the Consumer Products segment experienced lower than expected revenues in the fourth quarter of 2024 from market conditions in the personal computer market for computers and accessories and long-term forecasts for revenues were updated. An impairment charge for the tradename of $ 4,000 was recognized at December 31, 2024. At June 30, 2024, qualitative factors indicated that the carrying value of goodwill and tradename for the Company’s Targus subsidiary were impaired as operating results during the six months ended June 30, 2024 were impacted by market conditions in the personal computer market for computers and accessories, the Company revised its long-term forecasts. Based on the results of the analysis, the Company recorded a non-cash impairment charge for goodwill of $ 26,681 and a tradename impairment charge of $ 1,000 at June 30, 2024. In 2023, the Company performed an interim goodwill impairment quantitative assessment as of September 30, 2023 and a year ended assessment as of December 31, 2023 for the Targus reporting unit, and based on the results of the analysis, a non-cash impairment charge of $ 68,600 was recognized which included a goodwill impairment charge of $ 53,100 and a tradename impairment charge of $ 15,500 . The Company also recorded an impairment charge for finite-lived intangible assets of $ 16,028 for customer relationships, internally developed software and other intangible assets, and trademarks related to Nogin as of December 31, 2024 and $ 1,733 as of December 31, 2023 for a tradename in the Capital Markets segment that is no longer used by the Company. These impairment charges have been recorded in impairment of goodwill and other intangible assets in the accompanying consolidated statements of operations during the years ended December 31, 2024 and 2023. Goodwill and tradename were measured at fair value on a nonrecurring basis as part of the interim and annual impairment tests during 2024 and 2023. The estimated fair value of the Nogin and Targus were calculated using a 194 Table of Contents weighted-average of values determined using an income approach and a market approach for each reporting unit. The income approach involves estimating the fair value of each of the reporting units by discounting its estimated future cash flows using discount rates that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities for each reporting unit. In order to estimate the fair value of goodwill and tradename, management must make certain estimates and assumptions that affect the total fair value of each of the reporting units including, among other things, an assessment of market conditions, projected cash flows, discount rates, and growth rates. The approximate inputs for the fair value calculations of the reporting units included (a) a growth rate of 3 % to calculate the terminal value and a discount rate of 16 % for the Nogin reporting unit and (b) a growth rate of 4 % to calculate the terminal value and a discount rate of 16 % for the Targus reporting unit. The approximate inputs for the fair value calculations of the Targus reporting unit in 2023 included a growth rate of 4 % to calculate the terminal value and a discount rate of 21 %. The approximate inputs with respect to indefinite live tradename in the Targus reporting unit included a royalty rate of 2 %. Management’s estimates of projected cash flows each of the reporting units include, but are not limited to, future earnings of each of the reporting units using revenue growth rates, gross margins, and other cost assumptions consistent with the reporting unit's historical trends, and working capital requirements and future capital expenditures necessary to fund future operations. The assumptions in the fair value measurements of each of the reporting units reflect the current market environment, industry-specific factors and company-specific factors. NOTE 11 — LEASING ARRANGEMENTS Operating Leases The Company’s operating lease assets primarily represent the lease of office space and facilities where the Company conducts its operations with the weighted average lease term of 4.1 years and 9.4 years as of December 31, 2024 and 2023, respectively. The operating leases have lease terms up to 7.4 years and 18.6 years as of December 31, 2024 and 2023, respectively. The weighted average discount rate used to calculate the present value of lease payments was 6.66 % and 6.76 % as of December 31, 2024 and 2023, respectively. During the years ended December 31, 2024, 2023, and 2022, the total operating lease expense was $ 26,563 , $ 23,495 , and $ 17,269 , respectively. During the years ended December 31, 2024, 2023, and 2022, $ 2,942 , $ 2,530 , and $ 1,305 , respectively, of operating lease expense were attributable to variable lease expenses. Operating lease expense is included in selling, general and administrative expenses in the consolidated statements of operations. During the years ended December 31, 2024, 2023, and 2022, cash payments against operating lease liabilities totaled $ 25,553 , $ 21,125 , and $ 18,165 respectively, and non-cash lease expense transactions totaled $ 6,241 , $ 6,162 , and $ 4,420 , respectively. Cash flows from operating leases are classified as net cash flows from operating activities in the accompanying consolidated statements of cash flows. As of December 31, 2024, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2025 $ 22,326 2026 16,195 2027 11,457 2028 9,673 2029 5,430 Thereafter 4,317 Total lease payments 69,398 Less: imputed interest ( 8,360 ) Total lease liability $ 61,038 195 Table of Contents Finance Leases The Company’s financing lease assets primarily represent the lease of vehicles for the Company's subsidiary bebe. As of December 31, 2024, finance lease assets of $ 3,538 are included in prepaid expenses and other assets with the related liabilities of $ 3,723 included in accrued expenses and other liabilities in the consolidated balance sheets. As of December 31, 2024 and 2023, the Company did not have any significant leases executed but not yet commenced. NOTE 12 — NOTES PAYABLE As of December 31, 2024 and 2023, the outstanding balance for the other notes payable was $ 28,021 and $ 19,391 , respectively. On May 3, 2024, upon closing of the acquisition of Nogin, Nogin entered into a secured convertible promissory note agreement with a principal amount of $ 15,000 with an annual interest rate of 10.0 % and a maturity date of May 3, 2027. As discussed on Note 25 — Subsequent Events on March 31, 2025, the Company signed a Deed of Assignment for the Benefit of Creditors and the convertible note in the amount of $ 15,000 is no longer an obligation of the Company. Of the remaining notes payable, $ 12,408 related to deferred cash consideration owed to the sellers of FocalPoint and was paid in full in January 2025. Interest expense was $ 1,640 , $ 609 , and $ 1,125 during the years ended December 31, 2024, 2023, and 2022, respectively. NOTE 13 — TERM LOANS AND REVOLVING CREDIT FACILITY Targus Credit Agreement On October 18, 2022, Targus (the “Targus Borrower”), among others, entered into a credit agreement (“Targus Credit Agreement”) with PNC Bank, National Association (“PNC”), as agent and security trustee for a five-year $ 28,000 term loan and a five-year $ 85,000 revolver loan, which was used to finance part of the acquisition of Targus. The final maturity date is October 18, 2027. The Targus Credit Agreement is secured by substantially all Targus assets as collateral defined in the Targus Credit Agreement which assets had an aggregate value of approximately $ 176,643 , which includes $ 39,095 of accounts receivable and $ 57,507 of inventory as of December 31, 2024. The Targus Credit Agreement contains certain covenants, including those limiting the Targus Borrower’s ability to incur certain indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus Credit Agreement. On October 31, 2023 and February 20, 2024, the Company entered into Amendment No. 1 and Amendment No. 2 to the Targus Credit Agreement, which, among other things, modified the fixed charge coverage ratio “FCCR” and the minimum EBITDA requirements which waived the financial covenant breaches for the periods ended September 30, 2023 and December 31, 2023, respectively. Amendment No. 2 also provided, among other things, with a cure right for the Company to provide a capital contribution to Targus in the event of a financial covenant breach (the "Keepwell"). For the period ended September 30, 2023, the FCCR covenant was not fulfilled in accordance with the Targus Credit Agreement, and for the period ended December 31, 2023, the FCCR and minimum EBITDA covenant was not fulfilled in accordance with the Targus Credit Agreement. However, the amendments to the Targus Credit Agreement and the capital contributions made to the subsidiary cured the covenant breaches. On June 27, 2024 the Company entered into Amendment No. 3 to the Targus Credit Agreement to replace the terminating Canadian benchmark interest rate with the Term CORRA Reference Rate. For the period ended June 30, 2024, the minimum EBITDA covenant was also breached. On August 14, 2024, the Company contributed $ 1,602 to Targus to cure a minimum EBITDA financial covenant requirement for the period ended June 30, 2024. For the period ended September 30, 2024, the minimum EBITDA covenant was also breached. On November 7, 2024, the Company entered into Amendment No. 4 to the Targus Credit Agreement, which among other things, reduced revolving loan sublimits, modified the FCCR covenant, removed the minimum EBITDA requirement, imposed a minimum undrawn availability covenant, and modified the terms of the Keepwell. Amendment No. 4 to the Targus Credit Agreement also waived the September 30, 2024 minimum EBITDA covenant breach. Concurrently with the effectiveness of Amendment No. 4 to the Targus Credit Agreement, the 196 Table of Contents Company repaid the outstanding balance of the term loan in full with $ 2,100 of revolver loan advances and $ 7,500 of cash from the Company. On May 9, 2025, the Targus Borrower entered into Amendment No. 5 to the Targus Credit Agreement, which among other things, (i) requires quarterly repayments of revolver loan advances in an amount equal to $ 2,500 commencing on September 30, 2025 and continuing until the total outstanding amount thereunder is paid in full, (ii) reduced the maximum revolving commitments from $ 30,000 to $ 25,000 , (iii) required the repayment of $ 5,000 of outstanding revolving advances and (iv) requires that the Targus Borrower to pay a deferred amendment fee of $ 1,000 in the event the Company is unable to refinance the Targus Credit Agreement by July 31, 2025. On July 25, 2025, the Targus Borrower entered into Amendment No. 6 to the Targus Credit Agreement, which among other things, (i) reduced the deferred amendment fee of $ 1,000 to $ 150 , due and payable on July 25, 2025, and (ii) requires the Targus Borrower to pay an additional deferred amendment fee of $ 850 in the event the Company is unable to refinance the Targus Credit Agreement by August 15, 2025. On August 15, 2025, the Targus Borrower entered into Amendment No. 7 to the Targus Credit Agreement, which among other things, (i) requires the Targus Borrower to pay an additional deferred amendment fee of $ 100 in the event the Targus Borrower is unable to refinance the Targus Credit Agreement by August 15, 2025, and (ii) requires the Targus Borrower to pay an additional deferred amendment fee of $ 850 in the event the Targus Borrower is unable to refinance the Targus Credit Agreement by August 20, 2025. In connection with the above amendments to the Targus Credit Agreement, the Company entered into Amendment No. 2 to the Keepwell on May 9, 2025, Amendment No. 3 to the Keepwell on July 25, 2025, and Amendment No. 4 to the Keepwell on August 15, 2025, which among other things, modified the conditions under which, if satisfied, the Company would be required to make certain capital contributions to the Targus Borrower. On August 20, 2025, the Company entered into the new Targus/FGI Credit Agreement to refinance and repay all obligations under the existing Targus Credit Agreement, as more fully described below. The Company is in compliance with all financial covenants with the Targus Credit Agreement, as amended, and no defaults or events of default, as defined in the credit agreement, were noted as of December 31, 2024. The term loan bears interest on the outstanding principal amount equal to the term Secured Overnight Financing Rate ("SOFR") rate plus an applicable margin of 5.75 %. The revolver loan consists of base rate loans that bear interest on the outstanding principal amount equal to the base rate plus an applicable margin of 3.00 % and term rate loans that bear interest on the outstanding principal amount equal to the revolver SOFR rate plus an applicable margin of 4.00 %. As of December 31, 2024 and 2023, the outstanding balance on the term loan was zero and $ 17,834 (net of unamortized debt issuance costs of $ 366 ), respectively. As of December 31, 2024 and 2023, the outstanding balance on the revolver loan was $ 16,329 and $ 43,801 , respectively. The average borrowings under the revolver loan was $ 21,418 and $ 56,704 during the year ended December 31 2024 and 2023, respectively. The amount available for borrowings under the Targus Credit Agreement was $ 5,361 and $ 1,814 at December 31, 2024, and 2023, respectively. Interest expense on these loans during the years ended December 31, 2024, 2023, and 2022, was $ 4,234 (including amortization of deferred debt issuance costs and unused commitment fees of $ 957 ), $ 7,303 (including amortization of deferred debt issuance costs and unused commitment fees of $ 664 ) and $ 1,322 (including amortization of deferred debt issuance costs and unused commitment fees of $ 157 ), respectively. In connection with the principal payments made on the term loan during the year ended December 31, 2024, the Company recorded losses on the extinguishment of this debt in the amount of $ 769 , which was included in the consolidated statements of operations in 2024. The interest rate on the term loan was 10.45 %, 10.20 % and 8.43 % and the interest rate on the revolver loan ranged between 8.44 % to 11.25 %, between 8.45 % to 11.25 % and between 6.03 % to 9.25 % as of December 31, 2024, 2023 and 2022, respectively. The weighted average interest rate on the revolver loan was 10.39 %, 8.53 % and 6.68 % as of December 31, 2024, 2023 and 2022, respectively. 197 Table of Contents Targus/FGI Credit Agreement On August 20, 2025, the Targus Borrower and certain of the Targus Borrowers' direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “Targus/FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent and for a three-year $ 30,000 revolving loan facility, the proceeds of which were used to refinance and repay all obligations under the existing Targus Credit Agreement with PNC. The final maturity date of the Targus/FGI Credit Agreement is August 20, 2028. The Targus/FGI Credit Agreement is a revolving line of credit facility with a receivables purchase feature, under which the purchase of eligible receivables is on a full recourse basis with each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25 % per annum or (b) 3.00 % above the term SOFR for a period of 1 month plus 10 basis points, plus (c) 0.30 % per month collateral management fee. The Targus/FGI Credit Agreement is secured by (i) a first priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity interests of the Targus Borrower and its direct and indirect subsidiaries. The Targus/FGI Credit Agreement contains certain covenants, including those limiting the FGI Loan Parties' ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus/FGI Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus/FGI Credit Agreement. As required under the Targus/FGI Credit Agreement, B. Riley Commercial Capital, LLC ("BRCC"), a wholly owned subsidiary of the Company, entered into an amendment to an existing intercompany loan and security agreement to extend an additional subordinated loan to the Targus Borrower at the closing of the Targus/FGI Credit Agreement in the amount of $ 5,000 increasing the aggregate principal amount of such loan from $ 5,000 to $ 10,000 . Pathlight Credit Agreement On September 23, 2022, the Company's subsidiary, BRRII, entered into a credit agreement (the “Pathlight Credit Agreement”) by and among PLC Agent, LLC in the capacity as administrative agent and Pathlight Capital Fund I LP, Pathlight Capital Fund II LP, and Pathlight Capital Fund III LP as the lenders (collectively, “Pathlight”) for a five-year $ 148,200 term loan. On January 12, 2023, Amendment No. 2 to the Pathlight Credit Agreement increased the term loan by an additional $ 78,296 . On March 31, 2023, Amendment No. 3 to the Pathlight Credit Agreement increased the term loan by an additional $ 49,890 . On August 21, 2023, in connection with the sale of all of the equity interests in BRRII to Freedom VCM Receivables as more fully described in Note 2(s), the Company was released from all obligations, guarantees and covenants related to the Pathlight Credit Agreement. The Company had been in compliance with all financial covenants in the Pathlight Credit Agreement. The term loan bore interest on the outstanding principal amount equal to the Term SOFR rate plus an applicable margin of 6.50 %. Interest expense on the term loan during the years ended December 31, 2023 and 2022 was $ 14,359 (including amortization of deferred debt issuance costs of $ 4,262 ) and $ 5,331 (including amortization of deferred debt issuance costs of $ 1,328 ), respectively. Lingo Credit Agreement On August 16, 2022, Lingo (the “Lingo Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Lingo Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as administrative agent and lender, for a five-year $ 45,000 term loan. This loan was used to finance part of the purchase of BullsEye by the Lingo Borrower. On September 9, 2022, the Lingo Borrower entered into the First Amendment to the Lingo Credit Agreement with Grasshopper Bank for an incremental term loan of $ 7,500 , increasing the principal balance of the term loan to $ 52,500 . On November 10, 2022, the Lingo Borrower entered into the Second Amendment to the Lingo Credit Agreement with KeyBank National Association for an incremental term loan of $ 20,500 , increasing the principal balance of the term loan to $ 73,000 . 198 Table of Contents The term loan bears interest on the outstanding principal amount equal to the term SOFR rate plus a margin of 3.00 % to 3.75 % per annum, depending on the consolidated total funded debt ratio as defined in the Lingo Credit Agreement, plus applicable spread adjustment. As of December 31, 2024, 2023, and 2022, the interest rate on the Lingo Credit Agreement was 7.91 %, 8.70 %, and 7.89 % respectively. The Lingo Credit Agreement is guaranteed by the Company and the Lingo Borrower's subsidiaries and secured by certain Lingo assets and equity interests as collateral which totals approximately $ 228,679 defined in the Lingo Credit Agreement which includes $ 12,316 of accounts receivable. The agreement contains certain covenants, including those limiting the Lingo Borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of its businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the Lingo Credit Agreement requires the Lingo Borrower to maintain certain financial ratios. The Lingo Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the Lingo Credit Agreement. The Company is in compliance with all financial covenants in the Lingo Credit Agreement as of December 31, 2024. Principal outstanding is due in quarterly installments. The quarterly installments from March 31, 2025 to June 30, 2027 are in the amount of $ 3,650 , and the remaining principal balance is due at final maturity on August 16, 2027. As of December 31, 2024 and 2023, the outstanding balance on the term loan was $ 52,363 (net of unamortized debt issuance costs of $ 562 ) and $ 63,153 (net of unamortized debt issuance costs of $ 722 ), respectively. Interest expense on the term loan during the years ended December 31, 2024, 2023 and 2022 was $ 5,759 (including amortization of deferred debt issuance costs of $ 542 ), $ 6,370 (including amortization of deferred debt issuance costs of $ 293 ) and $ 1,619 (including amortization of deferred debt issuance costs of $ 97 ), respectively. On January 6, 2025, as discussed below BRPAC entered into an amended and restated credit agreement (the “BRPAC Amended Credit Agreement”) with the Banc of California, in the capacity as agent and lender and with other lenders party thereto from time to time. A portion of the proceeds from the BRPAC Amended Credit Agreement were used to pay all outstanding principal amounts and accrued interest under the Lingo Credit Agreement and the Lingo Credit Agreement was effectively terminated upon repayment on January 6, 2025. bebe Credit Agreement As a result of the Company obtaining a majority ownership interest in bebe on October 6, 2023, bebe's credit agreement with SLR Credit Solutions (the “bebe Credit Agreement”) for a $ 25,000 five-year term loan with a maturity date of August 24, 2026 is included in the Company's long-term debt. The term loan bears interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 5.50 % to 6.00 % per annum, depending on the total fixed charge coverage ratio as defined in the bebe Credit Agreement. As of December 31, 2023, the interest rate on the bebe Credit Agreement was 11.14 %. The bebe Credit Agreement is collateralized by a first lien on all bebe assets and pledges of capital stock including equity interests. The agreement contains certain covenants, including those limiting the borrower’s ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the agreement requires bebe to maintain certain financial ratios. The agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. As of December 31, 2024 and 2023, the outstanding balance on the term loan was zero (net of unamortized debt issuance costs of zero ) and $ 22,487 (net of unamortized debt issuance costs of $ 638 ), respectively. Interest expense on the term loan during the year ended December 31, 2024 and 2023 was $ 2,715 (including amortization of deferred debt issuance costs of $ 638 and allocated to income from discontinued operations, net of income taxes in the consolidated statement of operations) and $ 680 (including amortization of deferred debt issuance costs of $ 56 ), respectively. Principal outstanding is due in quarterly installments through June 30, 2026 in the amount of $ 313 per quarter and the remaining principal balance of $ 20,000 is due at final maturity on August 24, 2026. 199 Table of Contents On October 25, 2024, upon the closing of the Brands Transaction as described in Note 4 – Discontinued Operation, proceeds of $ 22,188 was used to pay off the then outstanding balance of the loan in full and $ 224 of loan payoff expenses. Nomura Credit Agreement The Company, and its wholly owned subsidiaries, BR Financial Holdings, LLC ("BRFH"), and BR Advisory & Investments, LLC had entered into a credit agreement dated June 23, 2021 (as amended, the “Prior Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Wells Fargo Bank, N.A., as collateral agent, for a four -year $ 300,000 secured term loan credit facility (the “Prior Term Loan Facility”) and a four -year $ 80,000 secured revolving loan credit facility (the “Prior Revolving Credit Facility”) with a maturity date of June 23, 2025. On August 21, 2023, the Company and BRFH (the “BRFH Borrower”), and certain direct and indirect subsidiaries of the BRFH Borrower (the “BRFH Guarantors”), entered into a credit agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent, for a four -year $ 500,000 secured term loan credit facility (the “New Term Loan Facility”) and a four -year $ 100,000 secured revolving loan credit facility (the “New Revolving Credit Facility” and together, the “New Credit Facilities”). The purpose of the Credit Agreement was to (i) fund the Freedom VCM equity investment, (ii) prepay in full the Prior Term Loan Facility and Prior Revolving Credit Facility with an aggregate outstanding balance of $ 347,877 , which included $ 342,000 in principal and $ 5,877 in interest and fees, (iii) fund a dividend reserve in an amount not less than $ 65,000 , (iv) pay related fees and expenses, and (v) for general corporate purposes. The Company recorded a loss on extinguishment of debt related to the Prior Credit Agreement of $ 5,409 , which was included in the consolidated statements of operations for the year ended December 31, 2023. SOFR rate loans under the New Credit Facilities accrued interest at the adjusted term SOFR rate plus an applicable margin of 6.00 %. In addition to paying interest on outstanding borrowings under the New Revolving Credit Facility, the Company was required to pay a quarterly commitment fee based on the unused portion, which was determined by the average utilization of the facility for the immediately preceding fiscal quarter. The Credit Agreement was secured on a first priority basis by a security interest in the equity interests of the BRFH Borrower and each of the BRFH Borrower’s subsidiaries (subject to certain exclusions) and a security interest in substantially all of the assets of the BRFH Borrower and the BRFH Guarantors. The borrowing base as defined in the Credit Agreement consisted of a collateral pool that included certain of the Company's loans receivables in the amount of $ 112,454 (which is included in the total loans receivable, at fair value balance of $ 90,103 reported in our consolidated balance sheet at December 31, 2024) and $ 375,814 (which is included in the total loans receivable, at fair value balance of $ 532,419 reported in our consolidated balance sheet at December 31, 2023) and investments in the amount of $ 228,292 (which is included in the total securities and other investments owned, at fair value of $ 282,325 reported in our consolidated balance sheet at December 31, 2024) and $ 786,714 (which is included in the total securities and other investments owned, at fair value of $ 809,049 reported in our consolidated balance sheet at December 31, 2023) as of December 31, 2024 and 2023, respectively. The Credit Agreement contained certain affirmative and negative covenants customary for financings of this type that, among other things, limited the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. The Credit Agreement contained customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. The Company was in compliance with all financial covenants in the Credit Agreement as of December 31, 2024. On September 17, 2024, the Company entered into Amendment No. 4 to its credit agreement, dated August 21, 2023, with Nomura Corporate Funding Americas, LLC, as administrative agent (the “Fourth Amendment”). On September 17, 2024, the Company made a payment of $ 85,857 which consisted of a principal payment of $ 85,146 and accrued interest of $ 711 . Loan fees incurred in connection with the Fourth Amendment totaled $ 5,869 of which $ 3,523 was added to the principal balance of the term loan. After giving effect to these amounts, the outstanding principal balance on the term loan was reduced from $ 469,750 to $ 388,127 . In connection with the Fourth Amendment, the revolving credit facility in the amount of $ 100,000 which had no balance outstanding at September 17, 2024 was terminated and the Company was required to reduce the principal amount of the term loan to be no greater than $ 100,000 on or prior to September 30, 2025. The scheduled maturity date of the term loan was August 21, 2027. 200 Table of Contents The Fourth Amendment contained certain provisions related to borrowing base, including specific treatment for certain assets in the calculation of borrowing base and also included mandatory prepayment provisions regarding asset sales. Interest on the term loan increased to SOFR loans accrued interest at the adjusted term SOFR plus an applicable margin of 7.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined plus an applicable margin of 6.00 % cash interest plus 1.50 % paid-in-kind interest; and base rate loans accrued interest at the base rate plus an applicable margin of 6.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined for such day plus an applicable margin of 5.00 % cash interest plus 1.50 % PIK Interest. On December 9, 2024, the Company entered into Amendment No. 5 to its credit agreement, dated August 21, 2023, with Nomura Corporate Funding Americas, LLC, as administrative agent (the “Fifth Amendment”). The Fifth Amendment extended the springing maturity date of the term loans if more than $ 25,000 aggregate principal amount of the 5.50 % 2026 Notes was outstanding to February 3, 2026 and permitted under certain conditions an additional $ 10,000 of telecommunications financing. On January 3, 2025, the Company entered into Amendment No. 6 to its credit agreement, dated August 21, 2023, with Nomura Corporate Funding Americas, LLC, as administrative agent (the “Sixth Amendment”). The Sixth Amendment agreed to permit under certain conditions the contribution by BRPI of 100 % of the equity interests in Lingo to BRPAC in connection with the entry into the BRPAC Credit Agreement. There was no fee charged in connection with the Sixth Amendment. As of December 31, 2024 and 2023, the outstanding balance on the term loan was $ 117,292 (net of unamortized debt issuance costs of $ 5,246 ) and $ 475,056 (net of unamortized debt issuance costs of $ 18,694 ), respectively. Interest on the term loan during the years ended December 31, 2024, 2023, and 2022 was $ 23,529 (including amortization of deferred debt issuance costs of $ 5,799 ), $ 11,662 (including amortization of deferred debt issuance costs of $ 2,916 ), and $ 21,310 (including amortization of deferred debt issuance costs of $ 2,085 ), respectively. The interest rate on the term loan as of December 31, 2024 and 2023 was 11.52 %, 11.37 % and 9.23 %, respectively. There were no borrowings outstanding under the revolving facility as of December 31, 2024. The Company had an outstanding balance $ 74,700 under the revolving facility as of December 31, 2023. Interest on the revolving facility during the years ended December 31, 2024, 2023, and 2022 was $ 1,420 (including unused commitment fees of $ 688 and amortization of deferred financing costs of $ 732 ), $ 5,908 (including unused commitment fees of $ 334 and amortization of deferred financing costs of $ 754 ), and $ 5,441 (including unused commitment fees of $ 13 and amortization of deferred financing costs of $ 586 ), respectively. The interest rate on the Revolving Credit Facility as of December 31, 2024 and 2023 was 11.37 %. In connection with the principal payments made on the term loan and revolving credit facility with Nomura during the year ended December 31, 2024, the Company recorded losses of the extinguishment of this debt in the amount of $ 17,956 , which was included in the consolidated statements of operations in 2024. On February 26, 2025, the Company entered into a new credit agreement with a group of funds indirectly or directly controlled by Oaktree Capital Management, L.P. with Oaktree Fund Administration, LLC, acting as the administrative agent and collateral agent, as more fully described in Note 25. The new credit agreement provided for (i) a three-year $ 125,000 secured term loan credit facility (the “Initial Term Loan Facility”) and (ii) a four-month $ 35,000 secured delayed draw term loan credit facility (the “Delayed Draw Facility” and, together with the Initial Term Loan Facility, the “Oaktree Credit Facilities”). The Nomura Credit Agreement discussed above was paid in full and terminated using proceeds from the Initial Term Loan Facility. BRPAC Credit Agreement On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, United Online, Inc. ("UOL"), and YMAX Corporation, Delaware corporations (collectively, the “BRPAC Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the BRPAC Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. 201 Table of Contents The obligations under the BRPAC Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the Credit Parties which totals approximately $ 184,587 (which includes $ 3,737 of accounts receivable and $ 3,325 of inventory), including a pledge of (a) 100 % of the equity interests of the Credit Parties, (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65 % of the equity interests in magicJack VocalTec Ltd., an Israel corporation. Such security interests are evidenced by pledge, security, and other related agreements. The BRPAC Credit Agreement contains certain covenants, including those limiting the Credit Parties’ and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of amounts due under the outstanding BRPAC Credit Agreement. The Company is in compliance with all financial covenants in the BRPAC Credit Agreement as of December 31, 2024. Through a series of amendments, including the Fourth Amendment to the BRPAC Credit Agreement (the “Fourth Amendment”) on June 21, 2022, the BRPAC Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Closing Date Lenders agreed to make a new $ 75,000 term loan to the BRPAC Borrowers, the proceeds of which the BRPAC Borrowers used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50 % was established as set forth from the date of the Fourth Amendment, (iii) Marconi Wireless Holdings, LLC (“Marconi Wireless”) was added to the BRPAC Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the BRPAC Borrowers were permitted to make certain distributions to the parent company of the BRPAC Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. As of December 31, 2024, 2023 and 2022, the interest rate on the BRPAC Credit Agreement was 7.42 % and 8.46 % and 7.65 %, respectively. Principal outstanding under the Amended BRPAC Credit Agreement is due in quarterly installments. The quarterly installments from March 31, 2025 to December 31, 2026 are in the amount of $ 3,169 per quarter, the quarterly installment on March 31, 2027 is in the amount of $ 2,377 , and the remaining principal balance is due at final maturity on June 30, 2027. As of December 31, 2024, and 2023, the outstanding balance on the term loan was $ 29,774 (net of unamortized debt issuance costs of $ 332 ) and $ 46,421 (net of unamortized debt issuance costs of $ 429 ), respectively. Interest expense on the term loan during the years ended December 31, 2024, 2023, and 2022, was $ 3,525 (including amortization of deferred debt issuance costs of $ 252 ), $ 5,201 (including amortization of deferred debt issuance costs of $ 272 ), and $ 3,478 (including amortization of deferred debt issuance costs of $ 331 ), respectively. On January 6, 2025 (the “Closing Date”), BRPAC entered into the BRPAC Amended Credit Agreement with certain subsidiaries of the Company, the Banc of California, in the capacity as agent and lender and with other lenders party thereto from time to time. The Company’s subsidiary Lingo was added as a BRPAC Borrower to the BRPAC Amended Credit Agreement. Pursuant to the BRPAC Amended Credit Agreement, the lenders made a new five-year $ 80,000 term loan to the BRPAC Borrowers, the proceeds of which were used to repay in full the obligations under the original BRPAC Credit Agreement dated December 19, 2018 and the Lingo Credit Agreement. In connection with the BRPAC Amended Credit Agreement, the BRPAC Borrowers also made certain distributions to the parent company of the BRPAC Borrowers from existing cash on hand. The BRPAC Amended Credit Agreement also builds in provisions for incremental term loans up to $ 40,000 allowing certain distributions to the parent company of the BRPAC Borrowers from the proceeds of such incremental term loans. The BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Amended Credit Agreement. The obligations under the BRPAC Amended Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the BRPAC Borrowers, including a pledge of (a) 100 % of the equity interests of the BRPAC Borrowers; (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65 % of the 202 Table of Contents equity interests in magicJack VocalTec Ltd., an Israel corporation. Such security interests are evidenced by pledge, security, and other related agreements. The borrowings under the BRPAC Amended Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers consolidated total funded debt ratio as defined in the BRPAC Amended Credit Agreement. The interest rate is subject to a margin level of 3.25 %. As of the Closing Date, the outstanding principal amount was $ 80,000 with quarterly installments of principal due in the amount of $ 4,000 , and any remaining principal balance is due at final maturity on January 6, 2030. The BRPAC Amended Credit Agreement contains certain covenants, including those limiting the Credit Parties’, and their subsidiaries’, ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Amended Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Amended Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of outstanding amounts due under the BRPAC Amended Credit Agreement. The Company obtained a waiver from the lender to allow for an extra 15 days to deliver interim financial statements for the quarter ended March 31, 2025. The Company delivered the interim financial statements within the amended time period. NOTE 14 — SENIOR NOTES PAYABLE Senior notes payable, net, is comprised of the following as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 6.750 % Senior notes due May 31, 2024 $ — $ 140,492 6.375 % Senior notes due February 28, 2025 145,211 146,432 5.500 % Senior notes due March 31, 2026 216,662 217,440 6.500 % Senior notes due September 30, 2026 180,464 180,532 5.000 % Senior notes due December 31, 2026 322,667 324,714 6.000 % Senior notes due January 31, 2028 264,345 266,058 5.250 % Senior notes due August 31, 2028 401,307 405,483 1,530,656 1,681,151 Less: Unamortized debt issuance costs ( 95 ) ( 13,130 ) $ 1,530,561 $ 1,668,021 The Company did not issue any senior notes during the year ended December 31, 2024. During the years ended December 31, 2023 and 2022, the Company issued $ 185 and $ 111,841 , respectively, of senior notes with maturity dates ranging from May 2024 to August 2028 pursuant to At the Market Issuance Sales Agreements with BRS which governs the program of at-the-market sales of the Company’s senior notes. A series of prospectus supplements were filed by the Company with the SEC in respect of the Company’s offerings of these senior notes. In June 2023, the Company entered into note purchase agreements in connection with the 6.75 % Senior Notes due 2024 (“ 6.75 % 2024 Notes”) that were issued for the Targus acquisition. The note purchase agreements had a repurchase date of June 30, 2023 on which date the Company repurchased 2,356,978 shares of its 6.75 % 2024 Notes with an aggregate principal amount of $ 58,924 . The repurchase price was equal to the aggregate principal amount, plus accrued and unpaid interest up to, but excluding, the repurchase date. The total repurchase payment included approximately $ 663 in accrued interest. 203 Table of Contents On February 29, 2024, the Company partially redeemed $ 115,492 aggregate principal amount of its 6.75 % 2024 Notes pursuant to the seventh supplemental indenture dated December 3, 2021. The redemption price was equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest, up to, but excluding, the redemption date. The total redemption payment included approximately $ 628 in accrued interest. On May 31, 2024, the Company redeemed the remaining $ 25,000 aggregate principal amount of the 6.75 % 2024 Notes. The redemption price was equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the redemption date. The total redemption payment included approximately $ 145 in accrued interest. In connection with the full redemption, the 6.75 % 2024 Notes, which were listed on NASDAQ under the ticker symbol “RILYO,” were delisted from NASDAQ and ceased trading on the redemption date. On February 28, 2025 the Company redeemed all the issued and outstanding 6.375 % Senior Notes due February 28, 2025 (the " 6.375 % 2025 Notes"). The redemption price was equal to 100 % of the aggregate principal amount, plus any accrued interest and unpaid interest up to, but excluding, the redemption date The total redemption payment included approximately $ 720 accrued interest. In connection with the full redemption, the 6.375 % 2025 Notes, which were listed on NASDAQ under the ticker symbol “RILYM,” were delisted from NASDAQ and ceased trading on the redemption date. As of December 31, 2024 and 2023, the total senior notes outstanding was $ 1,530,561 (net of unamortized debt issue costs of $ 95 ) and $ 1,668,021 (net of unamortized debt issue costs of $ 13,130 ) with a weighted average interest rate of 5.62 % and 5.71 %, respectively. Interest on the senior notes is payable on a quarterly basis. Interest expense on the senior notes totaled $ 92,650 , $ 103,192 , and $ 99,854 during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the aggregate maturities of borrowings from notes payable, term loans, credit facilities, and senior notes for the next five years are as follows: Amount 2025 $ 209,352 2026 747,343 2027 166,049 2028 665,735 2029 81 On March 26, 2025, the Company completed a private exchange transaction with an institutional investor pursuant to which $ 86,309 of aggregate principal amount of the Company’s 5.50 % Senior Notes due March 2026 and $ 36,745 aggregate principal amount of the Company’s 5.00 % Senior Notes due December 2026 owned by the institutional investor were cancelled and exchanged for $ 87,753 aggregate principal amount of New Notes as more fully described in Note 25 — Subsequent Events. In addition, on April 7, 2025 , the Company completed a private exchange transaction with a certain institutional investor pursuant to which the investor exchanged approximately $ 22,000 aggregate principal amount of the Company’s 5.00 % Senior Notes due December 2026, 6.00 % Senior Notes due January 2028 and 5.25 % Senior Notes due August 2028 for approximately $ 9,992 aggregate principal amount of the New Notes. On May 21, 2025, the Company completed a private exchange transaction with a certain institutional investor to exchange principal amounts of approximately $ 29,535 , $ 75,000 , and $ 34,537 of the Company's 5.50 % Senior Notes due March 2026, 5.00 % Senior Notes due December 2026, and 6.00 % Senior Notes due January 2028, respectively, for approximately $ 93,067 aggregate principal amount of the New Notes. On June 30, 2025, the Company entered into a private exchange transaction with a certain institutional investor pursuant to which such investor exchanged approximately $ 28,009 aggregate principal amount of the Company’s 5.00 % Senior Notes due December 2026, 6.00 % Senior Notes due January 2028 and 5.25 % Senior Notes due August 2028 for $ 13,000 aggregate principal amount of the New Notes. On July 11, 2025, the Company entered into a private exchange transaction with a certain institutional investor pursuant to which such investor exchanged approximately $ 42,838 aggregate principal amount of the Company’s 6.50 % Senior Notes due September 2026, 5.00 % Senior Notes due December 2026, 6.00 % Senior Notes due January 2028 and 5.25 % Senior Notes due August 2028 for $ 24,611 aggregate principal amount of the New Notes. 204 Table of Contents NOTE 15 — REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers from the Company's six reportable operating segments and the All Other category during the years ended December 31, 2024, 2023, and 2022 is reported below. Capital Markets Wealth Management Financial Consulting Communications Consumer Products E-Commerce Corp & All Other Total Revenues for the year ended December 31, 2024: Corporate finance, consulting and investment banking fees $ 154,388 $ — $ 92,176 $ — $ — $ — $ — $ 246,564 Wealth and asset management fees 4,795 180,464 — — — — — 185,259 Commissions, fees and reimbursed expenses 22,905 9,472 — — — — — 32,377 Subscription services — — — 284,315 — — — 284,315 Sale of goods — — — 5,589 202,597 10,646 1,787 220,619 Advertising and other — — — 5,120 — 13,855 90,047 109,022 Total revenues from contracts with customers 182,088 189,936 92,176 295,024 202,597 24,501 91,834 1,078,156 Trading (loss) income ( 60,285 ) 3,278 — — — — — ( 57,007 ) Fair value adjustments on loans ( 325,498 ) — — — — — — ( 325,498 ) Interest income - loans 54,141 — — — — — — 54,141 Interest income - securities lending 70,862 — — — — — — 70,862 Other 10,411 7,532 — — — — — 17,943 Total revenues $ ( 68,281 ) $ 200,746 $ 92,176 $ 295,024 $ 202,597 $ 24,501 $ 91,834 $ 838,597 205 Table of Contents Capital Markets Wealth Management Financial Consulting Communications Consumer Products Corp & All Other Total Revenues for the year ended December 31, 2023: Corporate finance, consulting and investment banking fees $ 190,480 $ — $ 77,283 $ — $ — $ — $ 267,763 Wealth and asset management fees 4,060 177,283 — — — — 181,343 Commissions, fees and reimbursed expenses 32,436 9,993 — — — 42,429 Subscription services — — — 324,758 — — 324,758 Sale of goods — — — 6,737 233,202 364 240,303 Advertising and other — — — 6,194 — 47,992 54,186 Total revenues from contracts with customers 226,976 187,276 77,283 337,689 233,202 48,356 1,110,782 Trading (loss) income 16,845 4,758 — — — — 21,603 Fair value adjustments on loans 20,225 — — — — — 20,225 Interest income - loans 123,244 — — — — — 123,244 Interest income - securities lending 161,652 — — — — — 161,652 Other 22,060 6,211 — — — — 28,271 Total revenues $ 571,002 $ 198,245 $ 77,283 $ 337,689 $ 233,202 $ 48,356 $ 1,465,777 Capital Markets Wealth Management Financial Consulting Communications Consumer Products Corp & All Other Total Revenues for the year ended December 31, 2022: Corporate finance, consulting and investment banking fees $ 169,955 $ — $ 50,243 $ — $ — $ — $ 220,198 Wealth and asset management fees 12,547 204,805 — — — — 217,352 Commissions, fees and reimbursed expenses 41,316 19,299 114 — — — 60,729 Subscription services — — — 219,379 — — 219,379 Sale of goods — — — 7,526 77,821 — 85,347 Advertising and other — — — 8,750 — 13,797 22,547 Total revenues from contracts with customers 223,818 224,104 50,357 235,655 77,821 13,797 825,552 Trading (loss) income ( 151,816 ) 3,522 — — — — ( 148,294 ) Fair value adjustments on loans ( 54,334 ) — — — — — ( 54,334 ) Interest income - loans 157,669 — — — — — 157,669 Interest income - securities lending 83,144 — — — — — 83,144 Other 69,115 6,631 — — — — 75,746 Total revenues $ 327,596 $ 234,257 $ 50,357 $ 235,655 $ 77,821 $ 13,797 $ 939,483 206 Table of Contents Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of the Company’s past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. Payment terms vary by customer with due dates varying in advance of service or upon invoice of the service or for the sale of goods with credit terms. Revenues by geographic region by segment is included in Note 24 – Business Segments. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Corporate finance, consulting and investment banking fees . Fees earned from corporate finance and investment banking services are derived from debt, equity and convertible securities offerings in which the Company acted as an underwriter or placement agent. Fees from underwriting activities are recognized as revenues when the performance obligation for the services related to the underwriting transaction is satisfied under the terms of the engagement and is not subject to any other contingencies. Fees are also earned from financial advisory and consulting services rendered in connection with client mergers, acquisitions, restructurings, recapitalizations and other strategic transactions. The performance obligation for financial advisory services is satisfied over time as work progresses on the engagement and services are delivered to the client. Fees earned from bankruptcy, financial advisory, forensic accounting and real estate consulting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client. Fees may also include success and performance based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. The performance obligation for financial advisory services may also include success and performance based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period. Generally, it is probable that the revenue recognized is no longer subject to significant reversal upon the closing of the investment banking transaction. Wealth and asset management fees . Fees from wealth and asset management services consist primarily of investment management fees that are recognized over the period the performance obligation for the services are provided. Investment management fees are primarily comprised of fees for investment management services and are generally based on the dollar amount of the assets being managed. Commissions, fees and reimbursed expenses . Commissions and other fees from clients for trading activities are earned from equity securities transactions executed as agent or principal are recorded at a point in time on a trade date basis. Revenues from fees and reimbursed expenses for valuation services to clients are recognized when the performance obligation is completed and is generally at the point in time upon delivery of the report to the customer. Subscription services . Subscription service revenues are primarily earned from the Communications segment's service contracts and are recognized in the period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. UOL pay accounts generally pay in advance for their internet access services and revenues are then recognized ratably over the service period. Subscription service revenues from magicJack include (a) revenues for initial access rights, which are recognized ratably over the service term, (b) revenues from access rights renewal, which are recognized ratably over the extended access right period; (c) revenues from access and wholesale charges, which are recognized as calls are terminated to the network; (d) revenues from UCaaS services, which are recognized in the period the services are provided over the term of the customer agreements; and (e) prepaid international long distance minutes, which are recognized as the minutes are used or expired. Subscription service revenues from our mobile phone business include revenues from mobile voice, text, and data services and are recognized 207 Table of Contents ratably over the service period. Voice, text, and data overage charges are recognized over time as the consumer simultaneously receives and consumes the benefits each period as the Company performs. Sale of goods. Sale of goods primarily consists of the sale of magicJack and Marconi Wireless devices and amounts from the sale of goods from Targus in the Consumer Products segment and from Nogin in the E-Commerce segment. Revenues from the sale of magicJack and Marconi Wireless devices are recognized upon delivery (when control transfers to the customer). Sale of product revenues also include the related shipping and handling and installment fees, if applicable. Revenue from the