What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-18 compared with 2025-02-21 · 1148 added, 1228 removed, 874 unchanged (73% of the section changed)

4 unchanged sentences

(Dollars in thousands, except par value)

September 30,

2025 December 31,

Cash and cash equivalents (1)

$ 138,303 $ 146,852

Restricted cash 1,375 100,475

Due from clearing brokers 12,895 30,713

Securities and other investments owned, at fair value 341,770 809,049

Securities and other investments owned (includes $ 161,543 and $ 215,225 at fair value as of March 31, 2025 and December 31, 2024, respectively) (1)

231,760 282,325

Securities borrowed 40,895 43,022

Accounts receivable, net of allowance for credit losses of $ 7,941 and $ 7,175 as of September 30, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 5,343 and $ 6,100 as of March 31, 2025 and December 31, 2024, respectively

61,597 68,653

Due from related parties 438 189

Loans receivable, at fair value (includes $ 98,292 and $ 378,768 from related parties as of September 30, 2024 and December 31, 2023, respectively)

Loans receivable, at fair value (includes $ 61,316 and $ 51,902 from related parties as of March 31, 2025 and December 31, 2024, respectively ) (1)

98,596 90,103

Prepaid expenses and other assets (includes $ 3,237 and $ 11,802 from related parties as of September 30, 2024 and December 31, 2023, respectively)

Prepaid expenses and other assets (includes $ 796 and $ 3,449 from related parties as of March 31, 2025 and December 31, 2024, respectively) (1)

241,753 242,916

4 unchanged sentences

Deferred income taxes 1,300 13,598

Assets held for sale (Note 3) 20,125 84,723

Assets of discontinued operations (Note 3) 64,874 70,373

3 unchanged sentences

Accrued expenses and other liabilities (1)

182,161 185,745

Deferred revenue 57,254 58,148

Deferred income taxes 2,121 5,462

Due to related parties and partners 1,782 3,404

7 unchanged sentences

Senior notes payable, net 1,370,769 1,530,561

Liabilities held for sale (Note 3) 419 41,505

Liabilities of discontinued operations (Note 3) 19,113 21,321

5 unchanged sentences

1,000,000 shares authorized;

4,563 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively;

and liquidation preference of $ 114,082 as of September 30, 2024 and December 31, 2023

4,563 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively;

and liquidation preference of $ 116,097 and $ 114,082 as of March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

30,499,931 and 29,937,067 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

30,497,066 and 30,499,931 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 591,207 589,387

Accumulated deficit ( 1,080,971 ) ( 1,070,996 )

Accumulated other comprehensive (loss) income ( 906 ) 229

Accumulated other comprehensive loss ( 7,056 ) ( 6,569 )

Riley Financial, Inc.

stockholders’ equity (deficit) ( 497,583 ) 291,117

stockholders’ deficit ( 496,817 ) ( 488,175 )

Noncontrolling interests (1)

Total equity (deficit) ( 426,222 ) 359,566

Total liabilities and equity (deficit) $ 2,157,276 $ 6,080,604

42,847 32,159

Total deficit ( 453,970 ) ( 456,016 )

Total liabilities and deficit $ 1,511,003 $ 1,783,263

(1) At March 31, 2025, the balance sheet includes cash of $ 744 , securities and other investments owned, at fair value of $ 577 , loans receivable, at fair value of $ 3,575 , prepaid and other expenses of $ 3,824 , accrued expenses and other liabilities of $ 528 and noncontrolling interest of $ 7,099 of consolidated variable interest entities (Note 2(o)).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Operations

(Dollars in thousands, except share data)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Services and fees (includes $ 2,227 and $ 3,831 for the three months ended September 30, 2024 and 2023 and $ 7,802 and $ 6,481 for the nine months ended September 30, 2024 and 2023 from related parties, respectively)

$ 198,514 $ 244,096 $ 660,946 $ 662,181

Trading (loss) income ( 1,238 ) ( 9,727 ) ( 50,226 ) 31,723

Fair value adjustments on loans (includes $( 68,768 ) and $( 4,659 ) for the three months ended September 30, 2024 and 2023 and $( 265,512 ) and $( 6,205 ) for the nine months ended September 30, 2024 and 2023 from related parties, respectively)

Services and fees (includes $ 3,945 and $ 3,631 for the three months ended March 31, 2025 and 2024 from related parties, respectively)

$ 158,839 $ 214,081

Interest income - loans (includes $ 7,472 and $ 7,013 for the three months ended September 30, 2024 and 2023 and $ 34,875 and $ 12,884 for the nine months ended September 30, 2024 and 2023 from related parties, respectively)

Trading gains (losses), net ( 16,171 ) ( 17,667 )

Fair value adjustments on loans (includes $( 2,146 ) and $( 19,125 ) for the three months ended March 31, 2025 and 2024 from related parties, respectively)

( 8,096 ) ( 12,201 )

Interest income - loans (includes $ 696 and $ 13,979 for the three months ended March 31, 2025 and 2024 from related parties, respectively)

Interest income - securities lending 840 37,809

5 unchanged sentences

Selling, general and administrative expenses 167,388 178,940

Restructuring charge 116 228 925 949

Impairment of goodwill and tradenames — 35,500 27,681 37,233

Restructuring charge (Note 4) — 789

Interest expense - Securities lending and loan participations sold 719 35,383

Total operating expenses 247,540 313,609

Operating (loss) income ( 81,746 ) ( 7,982 ) ( 320,721 ) 141,362

Operating loss ( 61,477 ) ( 16,019 )

Other income (expense):

3 unchanged sentences

Change in fair value of financial instruments and other 922 —

Income (loss) from equity investments 6 ( 308 ) 12 ( 175 )

Gain on sale and deconsolidation of businesses 80,841 314

Gain on senior note exchange 10,532 —

Loss from equity investments ( 552 ) ( 4 )

Loss on extinguishment of debt ( 10,427 ) —

Interest expense ( 29,964 ) ( 35,665 )

Loss from continuing operations before income taxes ( 23,004 ) ( 82,631 )

(Provision for) benefit from income taxes ( 14,508 ) 23,638 ( 17,915 ) ( 3,045 )

Benefit from income taxes 3,042 21,330

Loss from continuing operations ( 19,962 ) ( 61,301 )

(Loss) income from discontinued operations, net of income taxes ( 138,746 ) 23,741 ( 123,827 ) 32,543

Income from discontinued operations, net of income taxes 3,395 13,347

Net loss ( 16,567 ) ( 47,954 )

Net loss attributable to noncontrolling interests and redeemable noncontrolling interests ( 3,201 ) ( 2,485 ) ( 2,167 ) ( 5,680 )

Net (loss) income attributable to noncontrolling interests ( 6,592 ) 1,211

Net loss attributable to B.

6 unchanged sentences

Discontinued operations 0.11 0.40

Basic (loss) income per common share $ ( 9.39 ) $ ( 2.53 ) $ ( 25.53 ) $ ( 0.56 )

Basic loss per common share $ ( 0.39 ) $ ( 1.71 )

Diluted net (loss) income per common share:

1 unchanged sentence

Discontinued operations 0.11 0.40

Diluted (loss) income per common share $ ( 9.39 ) $ ( 2.53 ) $ ( 25.53 ) $ ( 0.56 )

Diluted loss per common share $ ( 0.39 ) $ ( 1.71 )

Weighted average basic common shares outstanding 30,497,512 29,989,584

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net loss $ ( 16,567 ) $ ( 47,954 )

Other comprehensive income (loss):

Other comprehensive loss:

Change in cumulative translation adjustment ( 487 ) ( 3,872 )

Other comprehensive income (loss), net of tax 3,981 ( 4,879 ) ( 1,135 ) ( 3,006 )

Other comprehensive loss, net of tax ( 487 ) ( 3,872 )

Total comprehensive loss ( 17,054 ) ( 51,826 )

Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests ( 3,201 ) ( 2,485 ) ( 2,167 ) ( 5,534 )

Comprehensive (loss) income attributable to noncontrolling interests ( 6,592 ) 1,211

Comprehensive loss attributable to B.

5 unchanged sentences

Condensed Consolidated Statements of Equity (Deficit)

(Dollars in thousands, except share data)

For the Three Months Ended September 30, 2024 and 2023

Preferred Stock Common Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive

Income (Loss) Noncontrolling

Interests Total Equity

Shares Amount Shares Amount

Balance, July 1, 2024 4,563 $ — 30,499,931 $ 3 $ 585,493 $ ( 798,945 ) $ ( 4,887 ) $ 75,233 $ ( 143,103 )

Vesting of restricted stock and other, net of shares withheld for employer taxes — — — — — — — — —

Share based payments — — — — 2,658 — — — 2,658

Share based payments in equity of subsidiary — — — — 34 — — — 34

Vesting of shares in equity of subsidiary — — — — ( 137 ) — — 137 —

Dividends on common stock, net of forfeitures

— — — — — 629 — — 629

Dividends on preferred stock — — — — — ( 2,015 ) — — ( 2,015 )

Net loss — — — — — ( 284,397 ) — ( 3,201 ) ( 287,598 )

Distributions to noncontrolling interests — — — — — — — ( 1,064 ) ( 1,064 )

Contributions from noncontrolling interests — — — — — — — 256 256

Other comprehensive income — — — — — — 3,981 — 3,981

Balance, September 30, 2024

4,563 $ — 30,499,931 $ 3 $ 588,048 $ ( 1,084,728 ) $ ( 906 ) $ 71,361 $ ( 426,222 )

Balance, July 1, 2023 4,563 $ — 28,480,870 $ 3 $ 452,254 $ ( 49,140 ) $ ( 597 ) $ 59,418 $ 461,938

Common stock issued, net of offering costs — — 2,090,909 — 114,507 — — — 114,507

Vesting of restricted stock and other, net of shares withheld for employer taxes — — 10,950 — ( 277 ) — — — ( 277 )

Excise taxes — — — — 115 — — — 115

Share based payments — — — — 10,561 — — — 10,561

Share based payments in equity of subsidiary — — — — 32 — — — 32

Vesting of shares in equity of subsidiary — — — — ( 245 ) — — 245 —

Dividends on common stock ($ 1.00 per share)

— — — — — ( 32,715 ) — — ( 32,715 )

Dividends on preferred stock — — — — — ( 2,015 ) — — ( 2,015 )

Net loss — — — — — ( 73,823 ) — ( 2,485 ) ( 76,308 )

Distributions to noncontrolling interests — — — — — — — ( 4,527 ) ( 4,527 )

Contributions from noncontrolling interests — — — — — — — 699 699

Acquisition of noncontrolling interests — — — — — — — 600 600

Other comprehensive loss — — — — — — ( 4,879 ) — ( 4,879 )

Balance, September 30, 2023

4,563 $ — 30,582,729 $ 3 $ 576,947 $ ( 157,693 ) $ ( 5,476 ) $ 53,950 $ 467,731

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

For the Nine Months Ended September 30, 2024 and 2023

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

For the Three Months Ended March 31, 2025 and 2024

Preferred Stock Common Stock Additional

6 unchanged sentences

Balance, January 1, 2025 4,563 $ — 30,499,931 $ 3 $ 589,387 $ ( 1,070,996 ) $ ( 6,569 ) $ 32,159 $ ( 456,016 )

Vesting of restricted stock and other, net of shares withheld for employer taxes — — 325,961 — ( 3,136 ) — — — ( 3,136 )

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

RSU equity awards reclassified to liability — — — — ( 2,138 ) — — — ( 2,138 )

Common stock forfeited — — ( 2,865 ) — — — — — —

Warrants issued — — — — 863 — — — 863

Share based payments — — — — 3,143 — — — 3,143

1 unchanged sentence

Vesting of shares in equity of subsidiary — — — — ( 71 ) — — — ( 71 )

Dividends on common stock ($ 1.00 per share), net of forfeitures

— — — — — ( 30,232 ) — — ( 30,232 )

Dividends on preferred stock — — — — — ( 6,045 ) — — ( 6,045 )

Net loss — — — — — ( 9,975 ) — ( 6,592 ) ( 16,567 )

Distributions to noncontrolling interests — — — — — — — ( 2,921 ) ( 2,921 )

Contributions from noncontrolling interests — — — — — — — 3,213 3,213

Acquisition of noncontrolling interests — — — — — — — 4,650 4,650

Common stock issuance in equity of subsidiary — — — — — — — 1,575 1,575

Disposition from sale and deconsolidation of businesses — — — — — — — 2,918 2,918

Initial consolidation of VIE — — — — — — — 12,494 12,494

Other comprehensive loss — — — — — — ( 487 ) — ( 487 )

Balance, September 30, 2024

Balance, March 31, 2025

4,563 $ — 30,497,066 $ 3 $ 591,207 $ ( 1,080,971 ) $ ( 7,056 ) $ 42,847 $ ( 453,970 )

Balance, January 1, 2024 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566

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 and other, net of shares withheld for employer taxes — — 1,368,935 — ( 8,619 ) — — — ( 8,619 )

Common stock repurchased and retired — — ( 1,452,831 ) — ( 53,688 ) — — — ( 53,688 )

Shares issued for the acquisition of a business — — 51,952 — 2,111 — — — 2,111

Remeasurement of Lingo redeemable minority interest — — — — ( 6,483 ) — — — ( 6,483 )

Vesting of restricted stock and other, net of shares withheld for employer taxes — — 158,236 — ( 1,170 ) — — — ( 1,170 )

Share based payments — — — — 8,611 — — — 8,611

Share based payments in equity of subsidiary — — — — 36 — — — 36

Vesting of shares in equity of subsidiary — — — — ( 245 ) — — 245 —

Dividends on common stock ($ 0.50 per share)

— — — — — ( 15,093 ) — — ( 15,093 )

Dividends on preferred stock — — — — — ( 6,042 ) — — ( 6,042 )

Net loss — — — — — ( 10,287 ) — ( 5,534 ) ( 15,821 )

Remeasurement of B.

Riley Principal 250 Merger Corporation subsidiary temporary equity — — — — — ( 1,994 ) — — ( 1,994 )

Dividends on Series A preferred stock ($ 0.4296875 per depository share)

— — — — — ( 1,218 ) — — ( 1,218 )

Dividends on Series B preferred stock ($ 0.4609375 per depository share)

— — — — — ( 797 ) — — ( 797 )

Net (loss) income — — — — — ( 49,165 ) — 1,211 ( 47,954 )

Distributions to noncontrolling interests — — — — — — — ( 954 ) ( 954 )

Contributions from noncontrolling interests — — — — — — — 2,502 2,502

Acquisition of noncontrolling interests — — — — — — — 1,138 1,138

Other comprehensive loss — — — — — — ( 3,872 ) — ( 3,872 )

Balance, September 30, 2023

Balance, March 31, 2024

4,563 $ — 30,095,303 $ 3 $ 579,647 $ ( 347,558 ) $ ( 3,643 ) $ 71,208 $ 299,657

4 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities (1) :

Net loss $ ( 16,567 ) $ ( 47,954 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 10,090 11,137

Provision for credit losses 2,498 5,881

Provision for losses on accounts receivable 2,065 436

Share-based compensation 3,563 8,682

Fair value and remeasurement adjustments, non-cash (includes $ 2,146 and $ 19,125 from related parties for 2025 and 2024, respectively)

261,357 ( 42,819 )

Non-cash interest and other (includes $ — and $( 3,192 ) from related parties for 2025 and 2024, respectively)

1 unchanged sentence

Depreciation of rental merchandise 3,387 4,202

Effect of foreign currency on operations ( 297 ) 686

Loss (income) from equity investments ( 12 ) 175

Net foreign currency (gains) losses ( 224 ) 271

Loss from equity investments 552 4

Dividends from equity investments 59 37

Deferred income taxes 8,957 ( 16,012 )

Impairment of goodwill and tradenames 27,681 37,233

Loss on disposal of discontinued operations 39,500 —

Gain on sale of business, disposal of fixed assets, and other ( 723 ) ( 9,581 )

(Gain) loss on sale or disposal of fixed assets and other ( 1,350 ) 111

Gain on sale and deconsolidation of businesses ( 80,841 ) ( 314 )

Loss on extinguishment of debt 10,427 —

Gain on senior note exchange ( 10,532 ) —

Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests — 293

5 unchanged sentences

Prepaid expenses and other assets (includes $ 2,653 and $( 6,267 ) from related parties for 2025 and 2024, respectively)

Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities ( 34,577 ) ( 30,024 )

5,479 ( 6,761 )

Accounts payable, accrued expenses and other liabilities ( 8,961 ) ( 21,114 )

Amounts due to/from related parties and partners ( 1,959 ) ( 888 )

2 unchanged sentences

Securities loaned ( 5,199 ) ( 818,137 )

Net cash provided by (used in) operating activities 266,294 ( 40,957 )

Net cash provided by operating activities 184 135,357

Cash flows from investing activities (1) :

3 unchanged sentences

46,757 39,493

Sale of loans receivable 22,785 7,500

Sales of loans receivable (includes $ 6,611 and $ — from related parties for 2025 and 2024, respectively)

Proceeds from loan participations sold 3,986 —

Acquisition of businesses and minority interest, net of $ 604 and $ 772 cash acquired for 2024 and 2023, respectively

( 19,142 ) ( 15,276 )

Sale of business, net of cash sold and other 68,901 ( 184 )

Purchases of property, equipment and intangible assets ( 6,673 ) ( 913 )

Funds received from trust account of subsidiary — 175,763

Purchase of equity and other investments ( 1,065 ) ( 4,871 )

Proceeds from sale of property, equipment, intangible assets, and other 7,160 —

Purchases of equity and other investments ( 6,621 ) —

Consolidation of VIE 359 —

Net cash provided by investing activities 59,181 18,278

6 unchanged sentences

Proceeds from term loan 235,550 —

Proceeds from issuance of senior notes — 185

Redemption of senior notes ( 145,302 ) ( 115,492 )

1 unchanged sentence

Payment of contingent consideration ( 48 ) ( 70 )

ESPP and payment of employment taxes on vesting of restricted stock ( 3,136 ) ( 8,619 )

Payment of employment taxes on vesting of restricted stock — ( 1,170 )

Common dividends paid — ( 16,014 )

Preferred dividends paid — ( 2,015 )

Repurchase of common stock — ( 53,688 )

Distribution to noncontrolling interests — ( 1,481 )

Contributions from noncontrolling interests — 2,502

Redemption of subsidiary temporary equity and distributions — ( 175,763 )

Proceeds from issuance of common stock — 115,000

Proceeds from issuance of preferred stock — 467

Proceeds from exercise of warrants 653 —

Net cash used in financing activities ( 172,529 ) ( 190,933 )

Decrease in cash, cash equivalents and restricted cash (1)

( 113,164 ) ( 37,298 )

Effect of foreign currency on cash, cash equivalents and restricted cash (1)

( 465 ) ( 3,962 )

Net decrease in cash, cash equivalents and restricted cash (1)

( 113,629 ) ( 41,260 )

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 248,651 218,546

Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 8,025 15,293

Cash, cash equivalents and restricted cash, beginning of year 233,839 270,926

Cash, cash equivalents and restricted cash, beginning of period 256,676 233,839

Cash, cash equivalents and restricted cash from continuing operations, end of period 139,678 181,822

Cash, cash equivalents and restricted cash from discontinued operations, end of period 3,369 10,757

Cash, cash equivalents and restricted cash, end of year $ 169,848 $ 254,348

Supplemental disclosures:

Cash, cash equivalents and restricted cash, end of period $ 143,047 $ 192,579

Supplemental disclosures (Note 2(f)):

Interest paid $ 28,982 $ 81,737

Taxes paid $ 932 $ 1,432

(1) Amounts presented contain results from both continuing and discontinued operations.

Refer to Note 3 - Discontinued Operations and Assets Held for Sale for additional information regarding cash flow associated with the results of discontinued operations.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

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

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

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 and owns Tiger US Holdings Inc.

(“Targus”), which designs and sells laptop and computer accessories.

and its subsidiaries (collectively, the “Company”) provide investment banking, brokerage, wealth management, asset management, direct lending, and business advisory 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, a technology platform provider that delivers Commerce-as-a-Service (“CaaS”) solutions for apparel brands and other retailers.

The Company operates in five reportable operating segments:

1 unchanged sentence

(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 services;

(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;

and (v) Consumer Products, which generates revenue through sales of laptop and computer accessories.

During the quarter ended September 30, 2024, management concluded that certain businesses met the requirements to be classified as held for sale and discontinued operations.

The financial results of these businesses whose disposal represent a strategic shift that has, or will have, a major effect on our operations and the financial results are reported as discontinued operations in the accompanying condensed statements of operations, and the assets and liabilities are reflected as amounts held for sale in the accompanying condensed balance sheets.

(iii) 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;

(iv) Consumer Products, which generates revenue through sales of laptop and computer accessories;

and (v) E-Commerce, which is a technology platform provider that delivers CaaS solutions for apparel brands and other retailers.

During the quarter ended March 31, 2025, management concluded that the Company’s previously reported Financial Consulting segment met the requirements to be classified as discontinued operations.

The financial results of this business whose disposal represents a strategic shift that has, or will have, a major effect on our operations and the financial results are reported as discontinued operations in the accompanying condensed statements of operations, and the assets and liabilities are reflected as amounts held for sale in the accompanying condensed balance sheets.

Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations.

The Company's reporting segments have also been changed for the effects of the discontinued operations.

For more information, see Note 16.

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.

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 February 29, 2024, the Company announced that an independent financial advisor was engaged to assist in the review of strategic alternatives for the Appraisal and Valuation Services, and Retail, Wholesale & Industrial Solutions businesses (collectively formerly known as “Great American Group”), which could include a potential sale or other transaction.

As part of this process, the Company anticipated that proceeds may be used in a variety of ways including, among other things, de-levering our balance sheet.

A solicitation process for the strategic review began in April 2024.

For the nine months ended September 30, 2024, the Company incurred a net loss of $( 769,333 ) which includes fair value adjustments totaling $( 509,761 ) related to the Company’s equity investment in Freedom VCM Holdings, LLC (“Freedom”) and the loan to Vintage Capital Management, LLC which are included in the asset collateral pool securing the Company’s credit facility with Nomura Corporate Funding Americas, LLC (“Nomura”).

As more fully described in Note 11 – Terms Loans and Revolving Credit Facility, the Company entered into a loan amendment in September 2024 to the credit facility with Nomura Corporate Funding Americas, LLC, which requires the Company to reduce the principal amount of the term loan to be no greater than $ 100,000 on or prior to September 30, 2025.

In conjunction with the amendment, the Company made a principal payment of $ 85,146 thereby reducing the outstanding principal balance on the credit facility from $ 469,750 to $ 388,127 at September 30, 2024.

After amending the credit facility, the strategic review process continued and in October 2024, the Company entered into a secured financing transaction for it’s brand operations and brand’s equity investments receiving proceeds of $ 189,331 , see Note 22 Subsequent Events.

From these proceeds, the Company repaid $ 171,480 on the Nomura credit facility reducing the outstanding principal balance from $ 388,127 to $ 216,647 .

In November 2024, the Company also entered into a transaction whereby all of its interests in the Great American Group businesses was contributed to a newly formed subsidiary and issued preferred and common units to an investor for a

purchase price of approximately $ 203,000 (the “Great American Group Transaction”), see Note 22 – Subsequent Events.

In connection with such transaction, the Company used proceeds to further reduce the outstanding balance on the Nomura credit facility from $ 216,647 to $ 125,000 .

The Company has $ 145,302 of 6.375 % Senior Notes due on February 28, 2025 that mature and will use cash on hand to repay these senior notes.

The Company believes that the current cash and cash equivalents, securities and other investments owned, funds available under our credit facilities, and cash expected to be generated from operating activities 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.

The Company has $ 217,440 of Senior Notes that are due to mature on March 31, 2026, as more fully discussed in Note 12.

The Company is considering a number of additional strategic alternatives to satisfy this obligation;

which among other things, includes:

existing cash on hand;

the sale of a portion of the Company’s traditional (W-2) Wealth Management business (as more further discussed in Note 22);

the sale of non-core businesses;

and the sale or refinancing of other assets and investments.

There can be no assurance that these contemplated transactions will occur and in the event these transactions are not completed it could have a material impact on the Company’s financial condition.

For more information, see Note 3 - Discontinued Operations and Assets Held for Sale.

Recent Developments

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.

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 3 - Discontinued Operations and Assets Held for Sale, and is included in Assets Held for Sale in the unaudited condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

On March 3, 2025, the Company and BR Financial Holdings, LLC ("BRFH"), a wholly owned subsidiary of the Company, 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 BRFH 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 recognized a gain of $ 52,430 in connection with the sale, which is included in the "Gain on sale and deconsolidation of businesses" line item on the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2025.

The Company determined that the assets and liabilities associated with the Atlantic Coast Recycling transaction met the criteria to be classified as held for sale, as discussed in Note 3 - Discontinued Operations and Assets Held for Sale, and were properly classified in the audited condensed consolidated balance sheet 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.

Upon closing the transaction, the Company recognized a gain of $ 66,795 in the second quarter of 2025.

The Company also entered into a transition services agreement with the buyer to provide certain services.

Management concluded that the sale of the GlassRatner business represented a strategic shift that had a major effect on the Company's operations in 2025 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 3 - Discontinued Operations and Assets Held for Sale.

On November 11, 2025, the Company announced that it will change its name to BRC Group Holdings, Inc., effective on January 1, 2026.

For the three months ended March 31, 2025, the Company generated a net loss of $( 9,975 ).

During the three months ended March 31, 2025, the Company 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 Company also completed (a) the sale of part of Wealth Management business for $ 26,037 (the “Wealth Transaction”) on April 4, 2025 as more fully described in Note 3;

and (b) the sale of the Company’s financial consulting business on June 27, 2025 for $ 117,800 as more fully described above.

As discussed in more detail in Note 11 - Senior Notes Payable, from April 7, 2025 to July 11, 2025, the Company completed four private exchange transactions with institutional investors pursuant to which aggregate principal amounts of approximately $ 29,535 of the 5.50 % Senior Notes due March 2026, $ 2,061 of the 6.50 % Senior Notes Payable due September 2026, $ 109,703 of the 5.00 % Senior Notes due December 2026, $ 51,135 of the 6.00 % Senior Notes due January 2028, and $ 39,485 of the 5.25 % Senior Notes due August 2028 (collectively, the “Exchanged Notes”) owned by the investors were exchanged for approximately $ 140,670 aggregate principal amount of 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 $ 101,596 of 5.50 % Senior Notes due March 2026 and $ 178,471 of 6.50 % Senior Notes due September 2026 as more fully described in Note 11 - 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 Wealth Management Transaction and the sale of the Company’s GlassRatner and Farber 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.

Nasdaq Compliance

On October 1, 2025, the Company received a Staff Determination Letter from the Nasdaq Listing Qualifications Staff (the “Staff”) based on the Company's non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), as previously notified by the Staff on April 3, 2025, May 21, 2025 and August 20, 2025.

The basis for the Staff Determination Letter was that the Company had not yet filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the “Q2 Delayed Report”) with the Securities and Exchange Commission (the “SEC”).

The Company filed its Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) on September 19, 2025 and is actively working towards the filing of the Q2 Delayed Report and the timely filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025 to ensure full compliance with the Listing Rules.

The Staff Determination Letter noted that, after the Staff’s review of the materials submitted by the Company on September 4, 2025 and September 19, 2025 (the “Updated Plan of Compliance”), it lacked the discretion within Nasdaq’s rules to grant the Company a further exception beyond the September 29, 2025 deadline that was previously granted to regain compliance with the Filing Rule.

The Staff Determination Letter has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s securities.

The Staff Determination Letter notified the Company that it may request a hearing before a Nasdaq Hearings Panel (“Hearings Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

A request for a hearing regarding one or more delinquent filings will automatically stay the suspension of the Company’s securities for a period of

at least 15 calendar days from the date of the hearing request.

By Nasdaq rule, when a company requests a hearing for one or more late SEC periodic public filings, it must also request an extension of the stay through the hearing date and subsequently during any additional extension period granted by a Hearings Panel following the hearing.

Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request.

The Company timely submitted a request for a hearing on October 8, 2025, including continued listing of its securities pending the hearing and the Hearings Panel’s decision.

There can be no assurance that the Hearings Panel will grant any of the Company’s requests for additional time.

In the unlikely event that there is no ruling on the stay of a suspension prior to the expiration of the automatic stay, it has been Nasdaq’s practice to take no action until a Hearings Panel makes a ruling on the extended stay request.

Once the Hearings Panel makes a ruling on the extended stay, the Company intends to make a public announcement.

A hearing before the Hearings Panel was held on November 4, 2025.

The Company anticipates receiving a determination from the Hearings Panel within 30 days following the date of the hearing.

There can be no assurance that the Hearings Panel will grant our request for reconsideration, that any appeal will be successful with the Hearings Panel, or that we will be able to meet the continued listing requirements if we are permitted to continue trading on Nasdaq.

Even if the Hearing Panel grants us additional time to file the Q2 Delayed Report and we meet all terms of any exception to the Nasdaq Filing Rule afforded by the Hearings Panel, there can be no assurance that we will be able to timely file the required reports or meet other continued listing requirements in the future.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

( a) Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of B.

The unaudited condensed consolidated financial statements include the accounts of B.

Riley Financial, Inc.

1 unchanged sentence

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 discontinued operations, see Notes 1 and 4.

Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations;

see Note 1 - Organization and Nature of Business Operations and Note 3 - Discontinued Operations and Assets Held for Sale.

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(n) for further discussion.

The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included.

These condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 24, 2024.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods.

(b) Use of Estimates

The preparation of the condensed 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 condensed 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.

See Note 2(o) - Variable Interest Entities.

The unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to interim financial reporting guidelines and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The condensed consolidated balance sheet at December 31, 2024 was derived from our audited annual consolidated financial statements.

Certain information and footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented have been included.

The disclosures presented in our notes to the unaudited condensed consolidated financial statements are presented on a continuing operations basis.

These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The unaudited results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods.

(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.

The preparation of the unaudited condensed 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 unaudited condensed consolidated financial statements and reported amounts of revenue and expense during the reporting periods.

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, embedded derivatives, warrant liabilities, 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.

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 $ 6,359 and $ 38,368 during the three months ended September 30, 2024 and 2023, respectively, and $ 65,055 and $ 106,572 during the nine months ended September 30, 2024 and 2023, respectively.

Due to the inherent uncertainty involved with estimates, actual results may significantly differ.

(d) Concentration of Risk

Revenues in the Capital Markets, Financial Consulting, Wealth Management, and Communications segments are primarily generated in the United States.

Revenues in the Capital Markets, 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.

1 unchanged sentence

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 20 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 $ 63,705 at September 30, 2024.

This loan combined with two other existing loans receivable with a fair value of $ 12,451 and $ 62,808 as of September 30, 2024 and December 31, 2023, respectively, is collateralized by consumer loan receivables of customers of the furniture and electronics retailer.

These loans have an aggregate fair value of $ 76,156 and $ 167,568 or 50.2 % and 31.5 % of the loan portfolio as of September 30, 2024 and December 31, 2023, respectively, and are concentrated in the retail industry.

The fair value of these loans at September 30, 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(h) 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.

The Company also has a loan receivable with a principal amount of $ 224,968 and $ 200,506 as of September 30, 2024 and December 31, 2023, respectively.

The increase in the loan receivable principal amount at September 30, 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 equity interests owned by Brian Kahn as more fully described in Note 2(h) below.

The fair value of the loan receivable and collateral from the security interest in Freedom at September 30, 2024 is impacted by the Freedom VCM filing of voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024.

The fair value of the loan receivable was $ 2,250 and $ 200,506 or 1.5 % and 37.7 % of the total loan portfolio as of September 30, 2024 and December 31, 2023, respectively.

As a result of the bankruptcy filing on November 3, 2024, the loan receivable at September 30, 2024 is on non-accrual and there is no accrued interest receivable on the loan receivable at September 30, 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 condensed consolidated balance sheets.

The fair value of the underlying collateral for this loan is primarily comprised of other securities which amounted to $ 2,250 at September 30, 2024 and has decreased to a fair value of $ 2,154 at February 7, 2025.

At September 30, 2024, 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 which totaled $ 78,406 .

The Company is also exposed to a concentration of risk related to Freedom VCM which totaled $ 9,310 as of September 30, 2024 from the Freedom VCM Receivables, Inc.

loan receivable and additional exposure from the loan receivable with a fair value of $ 2,250 as described above where the primary security includes other public equity securities owned by Brian Kahn.

(e) Advertising Expenses

The Company expenses advertising costs, which consist primarily of costs for printed materials, as incurred.

Advertising costs totaled $ 1,477 and $ 5,911 during the three months ended September 30, 2024 and 2023, respectively, and $ 6,155 and $ 16,462 during the nine months ended September 30, 2024 and 2023.

Advertising expense was included as

a component of selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

(f) Cash and Cash Equivalents

The Company has not experienced any losses in such accounts and mitigates this risk by utilizing financial institutions of high credit quality.

(e) Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

(g) Restricted Cash

As of September 30, 2024 and December 31, 2023, restricted cash included $ 1,366 and $ 1,875 , respectively, primarily consisting of cash collateral for leases.

The Company also has restricted cash primarily consisting of cash collateral for leases and at December 31, 2024 restricted cash was used for the repayment of the 6.375 % Senior Notes due on February 28, 2025.

Cash, cash equivalents and restricted cash consist of the following:

September 30,

2024 December 31,

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 138,303 $ 146,852

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 139,678 $ 247,327

(h) Loans Receivable

Under Accounting Standards Codification (“ASC”) 825 - Financial Instruments, the Company elected the fair value option for all outstanding loans receivable.

(f) Supplemental Non-cash Disclosures

During the three months ended March 31, 2025, there was non-cash investing activity of $ 5,302 related to loans transferred to loans held for sale from loans receivable at fair value.

During the three months ended March 31, 2025, there was non-cash financing activity related to the Company's exchange of its 5.50 % Senior Notes due March 2026 in the aggregate principal amount of $ 86,309 and its 5.00 % Senior Notes due December 2026 in the aggregate principal amount of $ 36,745 for its New Notes in the aggregate principal amount of $ 107,156 for a net gain on exchange of senior notes of $ 10,532 .

There was also non-cash financing activity related to the recognition of capital from a noncontrolling interest of $ 12,494 upon the Company's initial consolidation of a VIE, issuance of common stock in equity of subsidiary in the amount of $ 1,575 and the disposition of noncontrolling interests through the sale and deconsolidation of businesses of $ 2,918 , the reclassification of restricted stock awards from equity-classified awards in the amount of $ 2,138 , the issuance of warrants for a term loan of $ 7,860 , a derivative liability for a mandatory repayment feature in the term loan of $ 11,244 , a remaining accrued exit fee of $ 224 , and warrants issued for senior notes of $ 863 .

During the three months ended March 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 and $ 42,077 related to a loan receivable, at fair value that converted into equity securities.

There was also non-cash investing activity of $ 22,576 related to loans transferred to loans held for sale from loans receivable at fair value.

(g) Accounts Receivable

Accounts receivable represents amounts due from the Company’s 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, historical losses, current market conditions, and reasonable supportable forecasts of expected losses.

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 6 - Accounts Receivable.

(h) 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 the "Prepaid expenses and other assets" line item in the unaudited condensed consolidated balance sheets.

(i) Rental Merchandise

Rental merchandise is carried at cost, net of accumulated depreciation.

When initially purchased, merchandise is not depreciated until it is leased to its rent-to-own customers.

Leased merchandise is depreciated over the lease term of the rental agreement and recorded as cost of sales.

Rental merchandise that is returned is depreciated from the net book value on the day of the return on a straight-line basis for 24 months until the item is leased again or reaches a zero-dollar salvage value.

Damaged or lost merchandise is written off monthly.

(j) Loans Receivable

Under the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("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 condensed consolidated statements of operations.

Loans receivable, at fair value totaled $ 151,704 and $ 532,419 as of September 30, 2024 and December 31, 2023, respectively.

The loans have various maturities through August 2033.

As of September 30, 2024 and December 31, 2023, the historical cost of loans receivable accounted for under the fair value option was $ 442,880 and $ 555,882 , respectively, which included principal balances of $ 446,089 and $ 563,637 respectively, and unamortized costs, origination fees, premiums and discounts, totaling $ 3,210 and $ 7,755 , respectively.

The principal balance of loans receivable exceeded the fair value of loans by $ 291,176 and $ 23,463 as of September 30, 2024 and December 31, 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 three months ended September 30, 2024 and 2023, the Company recorded net unrealized losses of $ 73,360 and $ 859 , respectively, and net unrealized losses of $ 267,713 and net unrealized gains of $ 51,807 during the nine months ended September 30, 2024 and 2023, respectively, on loans receivable, at fair value, which is included in fair value adjustments on loans on the condensed consolidated statements of operations.

Loans receivable, at fair value on non-accrual and 90 days or greater past due was $ 67,274 and $ 41,236 as of September 30, 2024 and December 31, 2023, respectively, which represented approximately 44.3 % and 7.7 % of total loans receivable, at fair value as of September 30, 2024 and December 31, 2023, respectively.

The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 322,792 and $ 43,326 as of September 30, 2024 and 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 condensed consolidated statements of operations.

The amount of gains or (losses) included in earnings attributable to changes in instrument – specific credit risk was $( 71,746 ) and $( 759 ) during the three months ended September 30, 2024 and 2023, respectively, and $( 259,163 ) and $ 45,350 during the nine months ended September 30, 2024 and 2023, 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.

Under the fair value option, loans receivable are measured at each reporting period based upon their exit value in an orderly transaction, and unrealized gains or losses are included in "Fair value adjustments on loans" line item in the unaudited condensed consolidated statements of operations.

At the time of origination, the Company's loans receivable 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.

The fair value of loans receivable was $ 98,596 and $ 90,103 as of March 31, 2025 and December 31, 2024, respectively.

The loans have various maturities through February 2029.

As of March 31, 2025 and December 31, 2024, the principal balances net of discounts of loans receivable accounted for under the fair value option was $ 428,062 and $ 446,004 , respectively.

The net principal balances of loans receivable exceeded the fair value of loans by $ 329,466 and $ 355,901 as of March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded net realized and unrealized losses of $ 8,096 and $ 12,130 , respectively, on loans receivable, at fair value, which is included in the "Fair value adjustments on loans" line item on the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024.

Loans receivable, at fair value on non-accrual and 90 days or greater past due was $ 17,334 , which represented approximately 17.6 % of total loans receivable, at fair value as of March 31, 2025.

The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 328,016 as of March 31, 2025.

Loans receivable, at fair value on non-accrual was $ 21,122 , which represents approximately 23.4 % of total loans receivable, at fair value as of December 31, 2024.

The principal balance of loans receivable on non-accrual was $ 321,544 as of December 31, 2024.

Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from fair value adjustments on loans in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024.

The amount of gains or (losses) included in earnings attributable to changes in instrument-specific credit risk was $( 8,096 ) and $( 11,339 ) during the three months ended March 31, 2025 and 2024, respectively.

The gains or losses attributable to changes in instrument-specific risk were determined by management based on an estimate of the fair value change during the period specific to each loan receivable.

Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance and is included in the "Interest income - loans" line item in the unaudited condensed consolidated statements of operations.

The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients.

As of September 30, 2024, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc.

(“B&W”) as further described in Note 17(b).

As of March 31, 2025, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc.

(“B&W”) as further described in Note 16(b) - Babcock & Wilcox Commitments and Guarantees.

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 September 30, 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 any costs, origination fees, premiums and discounts and is included in interest income - loans on the condensed consolidated statements of operations.

Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans.

Unearned income, discounts and premiums are amortized to interest income using a level yield methodology.

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.

As of March 31, 2025, 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.

Vintage Capital Management, LLC Loan Receivable

On August 21, 2023, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn ("Mr.

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 bears interest at the rate of 12.00 % 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 FRG take-private transaction) of $ 227,296 as of August 21, 2023.

Kahn or his affiliates from, among other proceeds, distributions or dividends paid by the Freedom VCM, Inc.

("Freedom VCM") in an amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds.

Amounts owing under the Amended and Restated Note may be repaid at any time without penalty.

The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM's equity interests owned by Mr.

Kahn, the chief executive officer ("CEO") and a member of the board of directors of Freedom VCM as of December 31, 2023, and his spouse with a value, based on the transaction price of the take private transaction that included the acquisition of the Franchise Group Inc.

("FRG") by a buyer group that included members of senior management of FRG, led by Mr.

Kahn, FRG’s then CEO (the “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 equity interest owned by Mr.

Kahn and his spouse was zero and $ 232,065 as of September 30, 2024 and December 31, 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 September 30, 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 condensed consolidated statements of operations.

Subsequent to September 30, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024 which impacts the collateral for this loan receivable.

The fair value adjustment on the VCM loan receivable was $( 54,333 ) and $( 222,718 ) for the three and nine months ended September 30, 2024.

The fair value of the underlying collateral for this loan decreased to a fair value of $ 2,154 at February 7, 2025.

The $ 2,154 is comprised of other public securities.

As of September 30, 2024, loans receivable had an aggregate remaining contractual principal balance of $ 446,089 , an aggregate fair value of $ 151,704 , and the contractual principal balance exceeded the fair value by $ 294,385 .

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’s has a loan receivable with a principal amount of $ 93,000 outstanding from Conn’s and two loans with a fair value of $ 12,451 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 United States Code (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 $ 63,705 at September 30, 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 Conn’s voluntary petition filing on July 23, 2024 for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (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 $( 18,600 ) and $( 27,084 ) for the three and nine months ended September 30, 2024.

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 $ 12,451 at September 30, 2024 and has received payments of $ 7,717 subsequent to September 30, 2024 and through February 5, 2025 on the Badcock Receivables I and Freedom VCM Receivable loans receivable.

Badcock Loan Receivable

Kahn’s alleged involvement with the alleged misconduct concerning Prophecy Asset Management LP (“Prophecy”).

On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 ("Chapter 11 Cases") of Title 11 of the United States Bankruptcy Code ("Bankruptcy Code"), which impacted the collateral for this loan receivable.

To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan an unrealized loss will be recorded in the unaudited condensed consolidated statements of operations.

The fair value of the VCM loan receivable was $ 2,334 and $ 2,057 as of March 31, 2025 and December 31, 2024, respectively.

The remaining principal balance was $ 224,968 as of March 31, 2025 and December 31, 2024, and exceeded the fair value of the loan receivable by $ 222,634 and $ 222,911 , respectively.

On September 29, 2025, the SEC filed a complaint in the U.S.

District Court for the District of New Jersey against Prophecy, its CEO and Kahn alleging violations of certain of the antifraud provisions of federal securities laws.

On November 10, 2025, news reports and a court filing by the U.S.

Attorney’s Office for the District of New Jersey indicated that the U.S.

Attorney’s Office has charged Kahn with securities fraud in connection with his activities as a Prophecy sub-adviser.

The charging document is not yet public, and no other information is available to the Company at this time but an initial appearance, bond hearing, and plea agreement hearing has been scheduled for December 10, 2025 before the New Jersey District Court.

Badcock Corporation and Freedom VCM Receivables, Inc.

Loans 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 Franchise Group, Inc., a Delaware corporation (“FRG”), which became a subsidiary of Freedom VCM as a result of the transaction on August 21, 2023.

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 11.

This purchase

of $ 168,363 consumer credit receivables of WSBC was partially financed by a $ 148,200 term loan.

During the three months ended March 31, 2023, BRRII entered into Amendment No.

1 unchanged sentence

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.

The collateral for these loans receivable 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 loans receivable is dependent upon their credit performance.

These loans receivable 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 11 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.

In connection with the sale, Freedom VCM Receivables entered into the Freedom Receivables Note in the amount of $ 58,872 , with a stated interest rate of 19.74 % per annum 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 connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provided 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 September 30, 2024 and December 31, 2023, the Badcock Receivables I loan receivable in the Company's condensed consolidated balance sheets included loans measured at fair value in the amount of $ 3,141 and $ 20,624 , respectively.

As of September 30, 2024 and December 31, 2023, the Freedom Receivables Note was included in the Company's condensed consolidated balance sheets in loans receivable, at fair value in the amount of $ 9,310 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 Inc.

and certain of its subsidiaries (collectively, “Nogin”), and certain holders of Nogin’s 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 $ 15,470 during the three months ended March 31, 2024, which increased the DIP financing to $ 33,000 at March 31, 2024.

This loan receivable had a fair value of $ 17,980 as of December 31, 2023.

An additional $ 3,000 of DIP financing was funded in the second quarter of 2024, for total DIP

financing (inclusive of $ 1,700 in fees payable in kind) of $ 37,700 , which was extinguished upon the Company's acquisition of Nogin on May 3, 2024.

On May 3, 2024, 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.

(i) 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.

As of September 30, 2024 and December 31, 2023, the Company’s securities and other investments owned and securities sold not yet purchased at fair value consisted of the following securities:

September 30,

2024 December 31,

On February 7, 2025, the Company sold the two loans and recorded net realized losses of $ 38,100 which is included in the "Fair value adjustments on loans" line item in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2025.

As such, the Company no longer owned the two loans as of March 31, 2025.

The fair value and remaining principal balances of the two loans in aggregate were $ 6,082 and $ 45,826 , respectively, as of December 31, 2024.

The principal balances of the two loans exceeded their fair value by $ 39,744 in aggregate as of December 31, 2024.

Loan Receivable

On December 18, 2023, WSBC was sold by Freedom VCM to Conn’s, Inc.

(“Conn’s”) whereby the Company loaned Conn’s $ 108,000 pursuant to the “Conn’s Term Loan” which bears interest at an aggregate rate per annum equal to the Term Secured Overnight Financing Rate ("SOFR") Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on February 20, 2027.

Future collection of the 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 the Company has a second lien on these assets.

On July 23, 2024, Conn’s and certain of its subsidiaries filed voluntary positions for relief under Chapter 11 Cases of Title 11 of the Bankruptcy Code in the Southern District of Texas.

The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations of the loan receivable issued to Conn’s.

Any efforts to enforce repayment obligations under the Conn’s loan 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.

As a result of the Chapter 11 Cases, the Conn’s loan receivable was placed on non-accrual status.

The fair value and principal balance of the loan receivable was $ 19,761 as of December 31, 2024.

The loan receivable was paid in full on January 24, 2025.

The fair value of the Conn’s Term Loan was $ 15,000 and $ 19,065 as of March 31, 2025 and December 31, 2024, respectively.

The remaining principal balance was $ 93,000 as of March 31, 2025 and December 31, 2024 with unamortized discounts of $ 2,705 as of March 31, 2025 and December 31, 2024.

The principal balances, net of discounts, exceeded the fair value of the loans receivable by $ 75,295 and $ 71,230 as of March 31, 2025 and December 31, 2024, respectively.

Torticity, LLC Loan Receivable

On November 2, 2023, B.

Riley Principal Investments, LLC (or "BRPI"), a wholly owned subsidiary of the Company, along with other lenders entered into a loan receivable with Torticity, LLC for an aggregate principal amount of $ 25,000 ,

of which $ 15,000 was BRPI's total principal commitment.

On November 20, 2023, BRPI transferred the promissory note to B.

Riley Commercial Capital, LLC (or "BRCC"), another wholly owned subsidiary of the Company.

The loan receivable bears interest at 15.00 % per annum paid quarterly at 7.50 % per annum in cash and 7.50 % per annum payment-in-kind to be capitalized and added to the outstanding principal balance.

The principal balance of the loan receivable was $ 16,333 at March 31, 2025 and December 31, 2024, with a maturity date of November 2, 2026.

The fair value of the entire loan receivable was zero at December 31, 2024.

Subsequent to December 31, 2024, there were amendments to the loan;

however, the entire loan remained impaired with no fair value at March 31, 2025 and there has been no interest income on the loan receivable during 2025.

Great American Holdings, LLC Loan Receivable

On November 15, 2024, BRCC entered into a senior secured revolving credit and guaranty agreement with Great American Holdings, LLC.

On February 26, 2025, the senior secured revolving credit and guaranty agreement was transferred to BRF Finance Co., LLC (or "BRF"), a wholly owned subsidiary of the Company.

BRF Finance Co.

LLC's initial revolving commitment was $ 25,000 with a maturity date of November 15, 2025.

As subsequently amended, the revolving commitment was revised to $ 40,000 for the period March 10, 2025 to June 30, 2025 and reduced back to $ 25,000 from July 1, 2025 until the maturity date.

The senior secured revolving credit bears interest at the Term SOFR rate, as defined in the agreement, plus an applicable rate of 4.75 % per annum.

The carrying value and outstanding principal balances of the Great American Holdings, LLC loan receivable was $ 27,898 and $ 1,698 as of March 31, 2025 and December 31, 2024, respectively.

On October 16, 2025, all outstanding amounts due and owing under this facility were repaid in full to BRF and the facility was terminated.

GA Joann Retail Partnership, LLC Loan Receivable

On February 27, 2025, BRF, along with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC for an aggregate commitment of $ 52,000 , of which BRF is committed to $ 24,653 .

The credit agreement bears interest at 10.00 % to be paid monthly as payment-in-kind and capitalized into the outstanding principal balance and has a maturity date of November 26, 2025.

The carrying value and outstanding principal balance of the GA Joann Retail Partnership, LLC loan receivable was $ 14,184 as of March 31, 2025.

This loan receivable was paid in full on April 7, 2025.

(k) Securities and Other Investments Owned and Securities Sold Not Yet Purchased

The Company’s securities and other investments owned and securities sold not yet purchased consisted of the following as of March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024

Securities and other investments owned:

Securities and other investments owned at fair value:

Equity securities $ 107,200 $ 165,408

2 unchanged sentences

Partnership interests and other 21,145 15,867

Total securities and other investments owned at fair value:

161,543 215,225

Equity securities valued under the measurement alternative 70,217 67,100

Total securities and other investments owned $ 231,760 $ 282,325

Securities sold not yet purchased:

2 unchanged sentences

Other fixed income securities 752 3,784

$ 2,450 $ 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.

Total securities sold not yet purchased $ 2,140 $ 5,675

Securities and other investments owned consist of equity securities including, common and preferred stocks, warrants, and options;

corporate bonds;

other fixed income securities including, government and agency bonds, and investments in partnerships that are accounted for at fair value in accordance with ASC 820, Fair Value Measurements (see Note 2(l)).

Equity securities also include investments in public and private companies 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.

1 unchanged sentence

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 September 30, 2024, includes unrealized gains (losses) of $( 25,748 ) and $( 72,583 ) for the three months ended September 30, 2024 and 2023, respectively, and $( 217,370 ) and $( 77,710 ) for the nine months ended September 30, 2024 and 2023, respectively, reported in other income (loss) - realized and unrealized gains (losses) on investments in the condensed consolidated statement of operations.

In accordance with ASC 321, Investments - Equity Securities , unrealized gains (losses) on equity securities held at March 31, 2025, includes unrealized losses of $ 16,209 and $ 31,808 for the three months ended March 31, 2025 and 2024, respectively, which is included in the "Realized and unrealized losses on investments" line item on the accompanying unaudited condensed consolidated statements of operations.

Securities and other investments owned also includes equity investments in nonpublic entities that do not have a readily determinable fair value.

For these investments the Company has elected to apply the 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, the Company evaluates whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold.

The following table presents, as of March 31, 2025 and December 31, 2024, 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:

March 31, 2025 December 31, 2024

Securities and other investments owned, carrying value $ 70,217 $ 67,100

Upward carrying value changes 1,732 1,848

Downward carrying value changes/impairment ( 592 ) ( 2 )

The following table presents information on equity securities valued under the measurement alternative on a nonrecurring basis by level within the fair value hierarchy which were measured due to an observable price change or impairment during the periods below.

Total Quoted prices in active markets

for identical assets

(Level 1) Other observable inputs

(Level 2) Significant unobservable inputs

As of March 31, 2025

Equity securities valued under the measurement alternative $ 12,101 $ — $ 10,843 $ 1,258

As of December 31, 2024

Equity securities valued under the measurement alternative $ 7,294 $ — $ 7,294 $ —

Changes in the value of these securities are reflected currently in the results of operations.

As of March 31, 2025 and December 31, 2024, equity securities includes $ 17,006 and $ 29,562 , respectively, of investments in public and private companies that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting as follows:

Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction

On August 21, 2023, the Company acquired an equity interest in Freedom VCM for $ 216,500 in cash in connection with the closing of 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”).

On August 21, 2023, the Company acquired an equity interest in Freedom VCM for $ 216,500 in cash in connection with 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.

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.

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 as of the closing date of the FRG take-private transaction) held of record by B.

Riley Securities, Inc.

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 owns 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 11, 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.

Following these transactions, the Company owned an equity interest of $ 281,144 (based on the FRG take-private transaction price) 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 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, 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.

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 .

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(h).

The original $ 69,900 of consideration that Freedom VCM received from the sale of WS Badcock to Conn's that is still held by Freedom VCM at September 30, 2024 is impaired and there is expected to be no recovery of any value by Freedom VCM as a result of Conn’s bankruptcy filing.

Subsequent to September 30, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024 which reduced the fair value of this equity investment by $( 63,674 ) to zero .

The Company has elected to account for this 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 June 30, 2024 and September 30, 2023 correspond to amounts as of September 30, 2024 and December 31, 2023, respectively, of the Company;

income statement amounts during the three and nine months ended June 30, 2024 correspond to amounts during the three and nine months ended September 30, 2024 and 2023, respectively of the Company), which is the period in which the most recent financial information is available:

June 30, 2024 December 31, 2023

On July 23, 2024, Conn’s filed a Chapter 11 Case under the Bankruptcy Code in the Bankruptcy Court.

The original $ 69,900 of consideration that Freedom VCM received from the sale of WS Badcock to Conn's that is still held by Freedom VCM at March 31, 2025 is impaired and was written off by Freedom VCM as there is expected to be no recovery of any value by Freedom VCM as a result of Conn’s bankruptcy filing.

On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.

As a result of the bankruptcy filing, the Company no longer had significant influence over Freedom VCM, and the equity investment was written off with a zero balance as of December 31, 2024.

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.

The bankruptcy filing resulted in the write-off of the equity investment.

The change in fair value of $ 42,405 is included in the "Realized and unrealized losses on investments" line item in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2024.

The following tables contain summarized financial information with respect to Freedom VCM, included below for purposes of the disclosure a quarter in arrears (consolidated balance sheet amounts as of September 30, 2024 correspond to amounts as of December 31, 2024 of the Company;

income statement amounts during the three months ended December 31, 2023 correspond to amounts for the three months ended March 31, 2024 of the Company), which is the period in which the most recent financial information was available.

September 30, 2024

Current assets $ 871,102

3 unchanged sentences

Equity attributable to investee $ 510,977

For the three months ended June 30, For the nine months ended June 30,

2024 2023 2024 2023

Three Months Ended

December 31, 2023

Revenues $ 806,229

2 unchanged sentences

Net loss attributable to investees $ ( 169,583 )

As of September 30, 2024 and December 31, 2023, the fair value of the investment in Freedom VCM totaled zero and $ 287,043 , respectively, and is included in securities and other investments owned, at fair value in the condensed

consolidated balance sheets.

The change in fair value recorded in the income statement was an unrealized loss of $ 63,674 and $ 287,043 for the three and nine months ended September 30, 2024, respectively.

Babcock and Wilcox Enterprises, Inc, Equity Investment

The Company owns a 28 % 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 June 30, 2024 and September 30, 2023 correspond to amounts as of September 30, 2024 and December 31, 2023, respectively, of the Company;

income statement amounts during the three and nine months ended June 30, 2024 and 2023 correspond to amounts during the three and nine months ended September 30, 2024 and 2023, respectively, of the Company), which is the period in which the most recent financial information is available:

June 30, 2024 December 31, 2023

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 December 31, 2024 and September 30, 2024 correspond to amounts as of March 31, 2025 and December 31, 2024, respectively, of the Company;

income statement amounts during the three months ended December 31, 2024 and 2023 correspond to amounts during the three months ended March 31, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available:

December 31, 2024 September 30, 2024

Current assets $ 490,185 $ 530,223

2 unchanged sentences

Noncurrent liabilities $ 621,666 $ 709,823

Equity attributable to investee $ ( 198,929 ) $ ( 200,961 )

Deficit attributable to investee $ ( 283,763 ) $ ( 203,694 )

Noncontrolling interest $ 591 $ 576

For the three months ended June 30, For the nine months ended June 30,

2024 2023 2024 2023

For the Three Months Ended

Revenues $ 66,276 $ 227,167

Cost of revenues $ 42,043 $ 171,552

Income (loss) from continuing operations $ 25,222 $ 594 $ ( 44,843 ) $ ( 14,381 )

Net income (loss) $ 25,364 $ ( 5,012 ) $ ( 54,151 ) $ ( 11,827 )

Net income (loss) attributable to investees $ 25,315 $ ( 5,088 ) $ ( 57,972 ) $ ( 15,563 )

As of September 30, 2024 and December 31, 2023, the fair value of the investment in B&W totaled $ 55,991 and $ 40,072 , respectively, and is included in securities and other investments owned, at fair value in the condensed consolidated balance sheets.

Loss from continuing operations $ ( 71,318 ) $ ( 54,266 )

Net loss $ ( 63,021 ) $ ( 62,724 )

Net loss attributable to investees $ ( 63,065 ) $ ( 66,454 )

As of March 31, 2025 and December 31, 2024, the fair value of the investment in B&W totaled $ 18,455 and $ 45,012 , respectively, and is included in the "Securities and other investments owned, at fair value" line item in the accompanying unaudited condensed consolidated balance sheets.

Other Public Company Equity Investments

As of September 30, 2024, the Company had a voting interest of 7 % in Synchronoss Technologies, Inc.

The Company has significant influence due to the equity ownership interest and board representation for this company.

In March 2024, the Company no longer had board representation in Synchronoss Technologies, Inc., and as a result, the Company no longer retained significant influence over the equity investment.

As of March 31, 2025, the Company had a voting interest of 3 % in Synchronoss Technologies, Inc.

The Company has elected to account for this equity investment under the fair value option.

The following tables contain summarized financial information with respect to Synchronoss Technologies, Inc., included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of June 30, 2024 and September 30, 2023 correspond to amounts as of September 30, 2024 and December 31, 2023, respectively, of the Company;

income statement amounts during the three and nine months

ended June 30, 2024 and 2023 correspond to amounts during the three and nine months ended September 30, 2024 and 2023, respectively, of the Company), which is the period in which the most recent financial information is available:

Synchronoss Technologies, Inc.

June 30, 2024 December 31, 2023

Current assets $ 75,520 $ 82,002

Noncurrent assets $ 220,152 $ 228,335

Current liabilities $ 42,401 $ 47,697

Noncurrent liabilities $ 210,152 $ 164,706

Equity attributable to investee $ 43,119 $ 97,934

Synchronoss Technologies, Inc.

For the three months ended June 30, For the nine months ended June 30,

2024 2023 2024 2023

The following summarized income statement for Synchronoss Technologies, Inc.

is included below for purposes of disclosure a quarter in arrears whereas the three months ended December 31, 2023 correspond to amounts during the three months ended March 31, 2024 of the Company, which was the period in which the most recent financial information was available:

Three Months Ended

December 31, 2023

Revenues $ 41,402

Cost of revenues $ 10,292

Net income (loss) attributable to investees $ 78 $ ( 10,979 ) $ ( 32,582 ) $ ( 40,297 )

As of September 30, 2024 and December 31, 2023, the fair value of the equity investment in Synchronoss Technologies, Inc.

Net loss attributable to investees $ ( 35,001 )

As of March 31, 2025 and December 31, 2024, the fair value of the equity investment in Synchronoss Technologies, Inc.

was $ 3,337 and $ 7,200 , respectively.

These amounts are included in securities and other investments owned in the condensed consolidated balance sheets.

These amounts are included in "Securities and other investments owned, at fair value" line item in the accompanying unaudited condensed consolidated balance sheets.

Other Equity Investments

As of September 30, 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.

As of March 31, 2025, 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 September 30, 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 June 30, 2024 and September 30, 2023 correspond to amounts as of September 30, 2024 and December 31, 2023, respectively, of the Company;

June 30, 2024 December 31, 2023

These equity investments are comprised of equity investments in three and five private companies as of March 31, 2025 and December 31, 2024, respectively.

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 December 31, 2024 and September 30, 2024 correspond to amounts as of March 31, 2025 and December 31, 2024, respectively, of the Company;

income statement amounts during

the three months ended December 31, 2024 and 2023 correspond to amounts during the three months ended March 31, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available:

December 31, 2024 September 30, 2024

Current assets $ 20,552 $ 215,927

2 unchanged sentences

Noncurrent liabilities $ 69,309 $ 105,711

Preferred stock $ — $ 4,500

Equity attributable to investee $ 61,111 $ 596,172

For the three months ended June 30, For the nine months ended June 30,

2024 2023 2024 2023

For the Three Months Ended

Revenues $ 11,723 $ 145,974

Cost of revenues $ 2,794 $ 127,348

Net income (loss) attributable to investees $ ( 4,273 ) $ 6,586 $ ( 14,229 ) $ 3,701

As of September 30, 2024 and December 31, 2023, the fair value of these five investments totaled $ 50,595 and six investments totaled $ 87,713 , respectively, and is included in securities and other investments owned, at fair value in the condensed consolidated balance sheets.

(j) Fair Value Measurements

Net loss attributable to investees $ ( 2,314 ) $ ( 10,505 )

(l) 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.

18 unchanged sentences

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 .

As of September 30, 2024 and December 31, 2023, partnership and investment fund interests valued at NAV of $ 16,238 and $ 35,196 , respectively, are included in securities and other investments owned in the accompanying condensed 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.

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.

The following table presents, as of September 30, 2024 and December 31, 2023, 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:

September 30,

2024 December 31,

Securities and other investments owned, carrying value $ 65,735 $ 64,455

Upward carrying value changes 1,289 100

Downward carrying value changes/impairment ( 2 ) ( 21,395 )

As of March 31, 2025 and December 31, 2024, partnership and investment fund

interests valued at NAV of $ 21,145 and $ 15,867 , respectively, are included in the "Securities and other investments owned, at fair value" line item in the accompanying unaudited condensed consolidated balance sheets.

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 Company did not have any material assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition as of September 30, 2024 and December 31, 2023.

The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.

These assets include equity method investments for which the measurement alternative has been elected, adjusted to fair value based on observable price changes or impairment, 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 March 31, 2025 and December 31, 2024.

Financial Assets and Liabilities Measured at Fair Value on a

Recurring Basis as of September 30, 2024 Using

Fair value as of September 30, 2024

Recurring Basis as of March 31, 2025 Using

Fair value as of March 31, 2025

Quoted prices in active markets

15 unchanged sentences

Contingent consideration 4,593 — — 4,593

Liability-classified warrants 5,160 — — 5,160

Embedded derivative 14,593 — — 14,593

Total liabilities measured at fair value $ 26,486 $ 549 $ 1,591 $ 24,346

14 unchanged sentences

Securities sold not yet purchased:

Equity securities $ 1,037 $ 1,037 $ — $ —

Corporate bonds $ 1,891 $ — $ 1,891 $ —

3 unchanged sentences

Total liabilities measured at fair value $ 10,213 $ — $ 5,675 $ 4,538

As of September 30, 2024 and December 31, 2023, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 213,652 and $ 985,000 , respectively, or 9.9 % and 16.2 %, respectively, of the Company’s total assets.

As of March 31, 2025 and December 31, 2024, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 126,126 and $ 130,619 , respectively, or 8.3 % and 7.3 %, 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 September 30, 2024 and December 31, 2023:

Fair value at September 30,

The fair value for individual Level 3 financial assets and liabilities have various financial inputs which include multiple of sales, the market price of related securities, annualized volatility, discount rates, recovery rates and expected term inputs that may change at each reporting period and result in an increase or decrease in the valuation of Level 3 financial assets and liabilities.

Fair value at March 31,

2025 Valuation

1 unchanged sentence

Input Range Weighted

Equity securities $ 54,135 Market approach Multiple of EBITDA 2.5 x - 7.0 x

Equity securities $ 22,656 Market approach Multiple of EBITDA (2)

Multiple of Sales 1.9 x - 6.0 x

1 unchanged sentence

4,874 Option pricing model Annualized volatility 47.0 % - 175.0 %

Loans receivable at fair value 142,239 Discounted cash flow Market interest rate 13.6 % - 74.7 %

Loans receivable at fair value 77,687 Discounted cash flow Discount rate 7.7 % - 22.8 %

15,000 Liquidation approach Cash recovery rate 16.1 % 16.1 %

5,909 Market approach Market price of related security $ 10.89

Multiple of Sales 3.5 x

Total level 3 assets measured at fair value $ 126,126

Contingent consideration $ 23,702 Discounted cash flow Asset volatility 69.0 % 69.0 %

Market interest rate 8.5 % 8.5 %

Revenue volatility 5.0 % - 6.3 %

Contingent consideration $ 4,593 Discounted cash flow Discount rate 5.0 % - 7.5 %

Liability-classified warrants 5,160 Monte Carlo simulation and Black-Scholes option pricing model Annualized volatility 75.0 % 75.0 %

Discount for lack of marketability 13.7 % 13.7 %

Embedded derivative 14,593 Discounted cash flow Discount rate 24.3 % 24.3 %

Monte Carlo simulation model Annualized volatility 105.0 % 105.0 %

Expected term 2.9 years 2.9 years

Total level 3 liabilities measured at fair value $ 24,346

(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").

Fair value at December 31,

2024 Valuation Technique Unobservable Input Range Weighted

Equity securities $ 324,279 Market approach Multiple of EBITDA 0.7 x - 13.5 x

Multiple of Sales 0.8 x to 3.5 x

Equity securities $ 34,654 Market approach Multiple of EBITDA 6.3 x

Multiple of Sales 2.1 x - 8.0 x

Market price of related security $ 9.97 - $ 11.10

58,331 Discounted cash flow Market interest rate 20.2 % - 57.0 %

5,862 Option pricing model Annualized volatility 47.0 % - 171.0 %

Loans receivable at fair value 512,522 Discounted cash flow Market interest rate 10.0 % - 41.6 %

Loans receivable at fair value 86,150 Discounted cash flow Discount rate 7.3 % - 69.1 %

3,953 Market approach Market price of related security $ 9.60 - $ 16.48

Total level 3 assets measured at fair value $ 130,619

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 %

Contingent consideration 4,538 Discounted cash flow Discount rate 5.0 % - 7.5 %

Total level 3 liabilities measured at fair value $ 4,538

(1) Unobservable inputs were weighted by the relative fair value of the financial instruments.

The changes in Level 3 fair value hierarchy during the three months ended September 30, 2024 and 2023 were as follows:

Period Level 3 Changes During the Period Level 3

Period Change in unrealized gains (losses) (2)

Adjustments (1) Relating to

Undistributed

Earnings Purchases/ Originations

Sales Settlements/ Repayments Transfer in

Three Months Ended September 30, 2024

Equity securities $ 114,982 $ ( 66,349 ) $ — $ 49 $ — $ 13,266 $ — $ 61,948 $ ( 66,346 )

Loans receivable at fair value 229,199 ( 71,477 ) 874 27,727 — ( 34,619 ) — 151,704 ( 71,478 )

Contingent consideration 29,303 386 — — — ( 5,987 ) — 23,702 —

Three Months Ended September 30, 2023

Equity securities $ 170,503 $ ( 13,120 ) $ ( 47 ) $ 301,730 $ ( 467 ) $ — $ ( 535 ) $ 458,064 $ ( 13,109 )

Loans receivable at fair value 683,827 ( 859 ) 2,873 34,337 — ( 171,036 ) — 549,142 ( 1,646 )

Contingent consideration 27,724 14 — 793 — ( 544 ) — 27,987 —

(1) - Fair value adjustments during the three months ended September 30, 2024 includes the following:

$( 66,349 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 15,127 ) of realized and unrealized gains (losses) included in trading (loss) income and $( 51,222 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 71,477 ) of fair value adjustments on loans included in fair value adjustments on loans, and $ 386 related to contingent consideration included in selling, general and administrative expenses in the condensed consolidated statement of operations.

Fair value adjustments during the three months ended September 30, 2023 includes the following:

$( 13,120 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 2,348 ) relating to equity securities included in trading (loss) income and $( 10,772 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 859 ) of fair value adjustments on loans included in fair value adjustments on loans, and $ 14 related to contingent consideration included in selling, general and administrative expenses in the condensed consolidated statement of operations.

(2) - For the three months ended September 30, 2024 and 2023, the change in unrealized gains (losses) is related to financial instruments held at the end of each respective reporting period.

The changes in Level 3 fair value hierarchy during the nine months ended September 30, 2024 and 2023 were as follows:

The changes in Level 3 fair value hierarchy during the three months ended March 31, 2025 and 2024 were as follows:

Year Level 3 Changes During the Period Level 3

3 unchanged sentences

Earnings Purchases/ Originations Sales Settlements/ Repayments Transfer in

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Equity securities $ 40,516 $ ( 3,844 ) $ — $ 869 $ ( 10,000 ) $ ( 11 ) $ — $ 27,530 $ ( 3,844 )

1 unchanged sentence

Contingent consideration 4,538 103 — — — ( 48 ) — 4,593 ( 103 )

Nine Months Ended September 30, 2023

Liability-classified warrants — ( 2,700 ) — 7,860 — — — 5,160 2,700

Embedded derivative — 3,349 — 11,244 — — — 14,593 ( 3,349 )

Three Months Ended March 31, 2024

Equity securities $ 452,581 $ ( 56,388 ) $ 12 $ 435 $ ( 9,322 ) $ — $ ( 1,074 ) $ 386,244 $ ( 57,197 )

1 unchanged sentence

Contingent consideration 25,194 ( 148 ) — — — ( 70 ) — 24,976 148

(1) - Fair value adjustments during the nine months ended September 30, 2024 includes the following:

$( 325,310 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 64,632 ) of realized and unrealized gains (losses) included in trading (loss) income and $( 260,678 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 259,260 ) of fair value adjustments on loans included in fair value adjustments on loans, and $ 2,057 related to contingent consideration included in selling, general and administrative expenses in the condensed consolidated statement of operations.

Fair value adjustments during the nine months ended September 30, 2023 includes the following:

$ 5,017 of realized and unrealized gains (losses) on equity securities is comprised of $ 11,573 relating to equity securities included in trading (loss) income and $( 6,556 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $ 51,624 of

fair value adjustments on loans included in fair value adjustments on loans, and $( 4,556 ) related to contingent consideration included in selling, general and administrative expenses in the condensed consolidated statement of operations.

(2) - For the nine months ended September 30, 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 condensed 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 September 30, 2024 and December 31, 2023, the senior notes payable had a carrying amount of $ 1,529,560 and $ 1,668,021 , respectively, and fair value of $ 727,965 and $ 1,127,503 , respectively.

The aggregate carrying amount of the Company's notes payable, revolving credit facility, and term loans of $ 534,246 and $ 688,343 as of September 30, 2024 and December 31, 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 condensed 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 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 September 30, 2024 and December 31, 2023.

These investments were measured due to an observable price change or impairment during the periods below.

Fair Value Measurement Using

Total Quoted prices in active markets

for identical assets

(Level 1) Other observable inputs

(Level 2) Significant unobservable inputs

As of September 30, 2024

Investments in nonpublic entities that do not report NAV $ 3,424 $ — $ 3,424 $ —

As of December 31, 2023

Investments in nonpublic entities that do not report NAV $ 1,628 $ — $ 1,602 $ 26

(k) 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 loss in the accompanying condensed consolidated balance sheets.

Transaction losses were $ 1,836 and gains were $ 322 during the three months ended September 30, 2024 and 2023, respectively, and gains were $ 231 and losses were $ 170 during the nine months ended September 30, 2024 and 2023, respectively.

These amounts were included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.

(l) Equity Method Investment

As of September 30, 2024 and December 31, 2023, an equity investment that is accounted for under the equity method of accounting had a carrying value of $ 3,053 and $ 2,087 , respectively, which is included in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets.

The Company’s share of earnings or losses from equity method investees included in income (loss) from equity investments was $ 6 and $( 308 ) during the three months ended September 30, 2024 and 2023, respectively, and $ 12 and $( 175 ) during the nine months ended September 30, 2024 and 2023, respectively, in the accompanying condensed consolidated statements of operations.

bebe stores, inc.

As of September 30, 2023, the Company owned a 47.5 % ownership interest in bebe.

This was accounted for under the equity method of accounting and the Company had no income from this equity investment during the three and nine months ended September 30, 2023.

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.

(m) Supplemental Non-cash Disclosures

During the nine months ended September 30, 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, $ 42,077 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 $ 11,453 related to a loan receivable, at fair value that converted into equity securities.

During the nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2023 included $ 24,780 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 nine months ended September 30, 2023, non-cash financing activities also included $ 7,000 in seller financing related to the purchase of the Lingo noncontrolling interest.

(n) 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.

(1) Fair value adjustments during the three months ended March 31, 2025 includes the following:

$( 3,844 ) of realized and unrealized gains (losses) on equity securities comprised of $( 1,082 ) included in "Trading gains (losses), net" and $( 2,762 ) included in "Realized and unrealized losses on investments", $( 8,096 ) of fair value adjustments on loans included in "Fair value adjustments on loans", $( 103 ) of realized and unrealized losses related to contingent consideration included in "Selling, general and administrative expenses", $ 2,700 of unrealized gains related to liability-classified warrants included in "Change in fair value of financial instruments and other", and $( 3,349 ) of unrealized losses related to embedded derivatives included in "Change in fair value of financial instruments and other" line items in the unaudited condensed consolidated statements of operations.

Fair value adjustments during the three months ended March 31, 2024 includes the following:

$( 56,388 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 10,390 ) relating to equity securities included in "Trading gains (losses), net" and $( 45,998 ) of realized and unrealized gains (losses) included in "Realized and unrealized losses on investments", $( 12,130 ) of fair value adjustments on loans included in "Fair value adjustments on loans", and

$( 148 ) related to contingent consideration included in "Selling, general and administrative expenses" line items in the unaudited condensed consolidated statements of operations.

(2) For the three months ended March 31, 2025 and 2024 , 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 unaudited condensed 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 March 31, 2025 and December 31, 2024, the senior notes payable had a carrying amount of $ 1,370,769 and $ 1,530,561 , respectively, and fair value of $ 520,846 and $ 769,476 , respectively.

The aggregate carrying amount of the Company's notes payable, revolving credit facility, and term loans of $ 197,888 and $ 243,779 as of March 31, 2025 and December 31, 2024, 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.

(m) Equity Method Investment

As of March 31, 2025 and December 31, 2024, equity investments that are accounted for under the equity method of accounting had an aggregate carrying value of $ 95,440 and $ 85,487 , respectively, which is included in "Prepaid expenses and other assets" line item in the accompanying unaudited condensed consolidated balance sheets (refer to Note 7 - Prepaid Expenses and Other Assets).

The Company’s share of earnings or losses from equity method investees included in "Loss from equity investments" was $( 552 ) and $( 4 ) during the three months ended March 31, 2025 and 2024, respectively, in the accompanying unaudited condensed consolidated statements of operations.

Great American Holdings, LLC

On November 15, 2024, the Company completed the sale of a majority interest in Great American Holdings, LLC (“GA Holdings”) to Oaktree.

Upon completion of the sale, the Company retained a minority ownership interest of approximately 44.2 % of the Class A common units of GA Holdings.

GA Holdings operations include appraisal and valuation services, real estate, and retail, wholesale & industrial 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.

GA Holdings has three classes of equity interests which include common interests, Class A preferred interests and Class B preferred interests.

The Company accounts for its investment in GA Holdings under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , with a three-month lag.

Under the equity method of accounting, the Company records its proportionate share of earnings or losses;

however, given the capital structure of GA Holdings the Company applies the Hypothetical Liquidation at Book Value ("HLBV") method on a three-month lag to determine the allocation of profits and losses since the liquidation rights and priorities, as defined by the limited liability agreement of GA Holdings, differ from the Company’s underlying ownership interest.

The HLBV method calculates the proceeds that would be attributable to each partner based on the liquidation provisions of the limited liability agreement as if GA Holdings was to be liquidated at book value as of the balance sheet date.

Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions.

As of March 31, 2025 and December 31, 2024, our net investment in GA Holdings was $ 82,013 and $ 82,462 , respectively, and is included in the "Prepaid expenses and other assets" line item in the unaudited condensed consolidated balance sheets.

Based on the terms of the limited liability agreement, we recorded equity in net losses attributable to GA Holdings using the HLBV method of $( 449 ) for the three months ended March 31, 2025 which is included in the "Loss from equity investments" line item in the accompanying unaudited condensed consolidated statements of operations.

The following tables contain summarized financial information with respect to GA Holdings, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of December 31, 2024 correspond to amounts as of March 31, 2025 and income statement amounts during the period from November 15, 2024 to December 31, 2024 correspond to amounts for the quarter ended March 31, 2025):

December 31, 2024

Current assets $ 34,922

Noncurrent assets $ 291,362

Current liabilities $ 34,735

Mezzanine equity - preferred units $ 279,096

Equity attributable to investee $ 12,453

November 15, 2024 to

December 31, 2024

Revenue $ 21,675

Cost of revenue and expenses $ 18,184

Net income attributable to investee $ 3,490

GA Joann Retail Partnership, LLC

On February 27, 2025, the Company contributed capital and certain financial support in the form of cash and subordinated debt in exchange for minority ownership interest of approximately 47.4 % in GA Joann Retail Partnership, LLC (“Joann Retail”).

Joann Retail’s operations include the acquisition and liquidation of Joann Inc’s (and its subsidiaries) retail assets.

Joann Retail has two classes of equity interest which include voting Class A and nonvoting Class B interests.

The Company accounts for its investment in Joann Retail under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , under which the Company accounts for its investment on a three-month lag to determine the allocation of profits and losses.

As of March 31, 2025, our net investment in Joann Retail was $ 6,163 , and is included in the "Prepaid expenses and other assets" line item in the unaudited condensed consolidated balance sheets.

In accordance with the accounting for an equity method on a lag basis, the Company did not recognize any equity method earnings or losses for its investment in Joann Retail for the three months ended March 31, 2025 as the Company’s earnings or losses for the period are reflected in the cost of the investment and the initial measurement on February 27, 2025.

Riley Retail Opportunity Fund ("SW-B.

Riley Retail")

The Company accounts for its investments in SW-B.

Retail under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , under which the Company accounts for its share of SW-B.

Retail’s earnings or losses on the basis of the percentage of the equity interest the Company owns.

At December 31, 2024, the Company's ownership percentage was approximately 10.7 % and increased to 22.6 % with the consolidation of BRC Partners Opportunity Trust (the “BRC Trust”) as discussed below in Note 2(n) - Noncontrolling Interests.

The carrying value of the Company’s equity method investments in SW-B.

Retail included in the "Prepaid expenses and other assets" line item in the unaudited condensed consolidated balance sheets was $ 7,264 and $ 3,025 as of March 31, 2025 and December 31, 2024, respectively .

(n) Noncontrolling Interests

Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to the Company.

The Company’s non-redeemable noncontrolling interest relates to the equity ownership interest of consolidated subsidiaries that it does not own.

The initial fair value of the noncontrolling interest is a nonrecurring Level 3 measurement determined by a weighing of the discounted cash flow method and market approach.

The discounted cash flow method utilized five-year discrete projections of the operating results, working capital and depreciation and capital expenditures, along with a residual value subsequent to the discrete period.

The five-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies.

The discount rates for the calculations represented the estimated required return on equity for market participants at the time of the analysis.

The market approach included significant estimates using guideline public company data to identify an appropriate market multiple of earnings before income taxes in estimating the fair value of the noncontrolling interest.

Riley Securities Holdings, Inc.

On March 10, 2025, a merger subsidiary of the Company's wholly-owned subsidiary B.

Riley Securities Holdings, Inc.

("BRSH"), which is primarily comprised of the broker dealer operations within the Capital Markets segment, merged with a shell corporation and issued 0.6 % of the equity in BRSH to certain investors in the shell corporation.

Upon completion of the transaction, the investors in the shell corporation became minority stockholders of BRSH.

The Company also issued restricted stock awards as more fully described in Note 17(c) - BRSH Stock Incentive Plan and assuming the full issuance of the restricted stock awards are vested, the Company continues to own 89.4 % majority-interest in BRSH.

The shell corporation that merged with BRSH on March 10, 2025 did not meet the definition of a business, since it did not have any assets, liabilities, or operations.

The consideration paid in connection with the merger consisted of $ 1,575 of common stock of BRSH, which represented the fair value of the 0.6 % of outstanding common stock of BRSH.

The Company recognized a loss of $ 1,575 which represented the fair value of the noncontrolling interest in BRSH that was issued to the investors in the shell corporation on March 10, 2025.

The table below summarizes the significant unobservable inputs in determining the fair value measurement on a nonrecurring basis of the noncontrolling interest issued on March 10, 2025 as described above.

In determining the fair value below the valuation utilized a weighting of 75 % for the discounted cash flow method and 25 % for the market approach.

Fair Value at Measurement Date

Valuation Technique Unobservable Input Range Weighted Average

Noncontrolling interest

$ 1,575 Discounted cash flow and market approach Market interest rate and multiple of EBIT Discount rate 21 % and multiple of EBIT 5.75 x- 10.00 x

Discount rate 21 % and multiple of EBIT 7.3 x (1)

(1) Unobservable inputs were weighted by the relative equity value of BRSH.

BRC Partners Opportunity Trust (the "BRC Trust")

BRC Trust was formed on January 6, 2025, and is a variable interest entity, as more fully described in Note 2(o) - Variable Interest Entities.

The noncontrolling interest of BRC Trust that is not owned by the Company includes 86.6 % of the equity interests in the BRC Trust.

Of the 86.6 % equity interests not owned by the Company, 58.2 % is owned by related parties as more fully described in Note 20 - Related Party Transactions.

(o) Variable Interest Entities

The Company holds interests in various entities that meet the characteristics of a VIE.

Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements.

8 unchanged sentences

and (e) related-party relationships with other parties that may also have a variable interest in the VIE.

See Note 2(n) - Noncontrolling Interests for a variable interest entity consolidated during the period.

On August 21, 2023, in connection with the FRG take-private transaction, one of the Company's subsidiaries (the “Lender”) and an affiliate of Mr.

Kahn (the “Borrower”) entered into an amended and restated a promissory note as discussed further in Note 2(h) and 2(i) above.

Kahn (the “Borrower”) entered into an amended and restated a promissory note as discussed further in above Note 2(j) - Loans Receivable and Note 2(k) - Securities and Other Investments Owned and Securities Sold Not Yet Purchased.

The Company was not involved in the design of the Borrower, has no equity financial interest, and has no rights to make decisions or participate in the management of the Borrower that significantly impact the economics of the Borrower.

Since the Company does not have the power to direct the activities of the Borrower, the Company is not the primary beneficiary and therefore does not consolidate the 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 September 30, 2024 and December 31, 2023, the maximum amount of loss exposure to the VIE on a fair value basis was $ 2,250 and $ 209,395 , respectively.

The promissory note is included in the "Loans receivable, at fair value" line item in the Company’s unaudited condensed consolidated financial statements and is a variable interest in accordance with the accounting guidance.

As of March 31, 2025 and December 31, 2024, the maximum amount of loss exposure to the VIE on a fair value basis was $ 2,334 and $ 2,057 , respectively.

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.

3 unchanged sentences

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 were zero and $ 2,551 during the three months ended September 30, 2024 and 2023, respectively, and $ 866 and $ 2,950 during the nine months ended September 30, 2024 and 2023, respectively, and were included in services and fees in the condensed consolidated statements of operations.

The carrying amounts included in the Company’s condensed consolidated balance sheets related to variable interests in VIEs that were not consolidated is shown below.

September 30,

2024 December 31,

Placement agent fees attributable to such arrangements were zero and $ 372 during the three months ended March 31, 2025 and 2024, respectively, and were included in the "Services and fees" line item in the unaudited condensed consolidated statements of operations.

The carrying amounts included in the Company’s unaudited condensed consolidated balance sheets related to variable interests in VIEs that were not consolidated is shown below.

March 31, 2025 December 31, 2024

Securities and other investments owned, at fair value $ 6,163 $ —

3 unchanged sentences

Bicoastal Alliance, LLC (“Bicoastal”)

On May 3, 2024, as part of the acquisition of Nogin, the Company acquired a 50 % equity interest in Bicoastal Alliance, LLC (“Bicoastal”) through a wholly owned subsidiary of Nogin.

On May 3, 2024, as part of the acquisition of Nogin Inc.

("Nogin"), the Company acquired a 50 % equity interest in Bicoastal Alliance, LLC (“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.

1 unchanged sentence

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 financial statements.

Therefore, the Company determined that it is the primary beneficiary of Bicoastal and has reported its investment in the assets and liabilities in the accompanying unaudited condensed consolidated balance sheets and consolidated its operating results in the Company's unaudited condensed consolidated statements of operations.

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.

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 condensed 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 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 had 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 financial statements.

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.

(o) 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(j).

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 condensed consolidated statements of operations.

(p) Recent Accounting Standards

On March 31, 2025, the Company signed a Deed of Assignment for the Benefit of Creditors ("ABC"), (i) pursuant to which all of the assets of Nogin were transferred to an assignee for the benefit of Nogin’s creditors, and (ii) which provides the assignee the right to, among other things, sell or dispose of such assets and settle all claims against Nogin.

The Company will no longer control or own the assets of Nogin and the results of operations were deconsolidated on March 31, 2025 and are no longer reported in the Company’s financial statements after March 31, 2025.

Management does not expect any recovery of the Company's investment in Nogin.

Subsequent to March 31, 2025, certain of Nogin’s creditors filed an involuntary petition for relief under chapter 7 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New York and an order for relief was entered to move the ABC to a liquidation.

A gain of $ 28,411 was recognized during the three months ended March 31, 2025 from deconsolidation of Nogin, which is included in "Gain on sale and deconsolidation of businesses" line item on the accompanying unaudited condensed consolidated statements of operations.

BRC Partners Opportunity Trust (the "BRC Trust")

BRC Trust was formed on January 6, 2025, for the purpose of transferring the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRCPOF”), and liquidating the transferred net assets.

BRCPOF transferred its assets and liabilities upon formation of the BRC Trust.

The Company determined that the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company and its related parties which own 13.4 % and 58.2 % (see Note 20 - Related Party Transactions), respectively, of the equity interest in the BRC Trust.

As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidates the BRC Trust upon formation on January 6, 2025.

Additionally, the BRC Trust does not meet the definition of a business, and the initial consolidation of the BRC Trust did not result in a gain or loss upon initial consolidation.

The carrying amounts and classification of the assets, liabilities and noncontrolling interest of the BRC Trust as of March 31, 2025 and formation on January 6, 2025, are as follows:

March 31, 2025 January 6, 2025

Cash and cash equivalents $ 744 $ 359

Securities and other investments owned, at fair value 577 577

Loans receivable, at fair value 3,575 10,276

Prepaid expenses and other assets 3,824 3,497

Total assets $ 8,720 $ 14,709

Accrued expenses and other liabilities $ 528 $ 290

Total liabilities $ 528 $ 290

Noncontrolling interest $ 7,099 $ 12,494

(p) Derivatives

Certain contracts may contain explicit terms that affect some or all of the cash flows or the value of other exchanges required by the contract.

When these embedded features in a contract act in a manner similar to a derivative financial instrument and are not clearly and closely related to the economic characteristics of the host contract, the Company bifurcates the embedded feature and accounts for it as an embedded derivative asset or liability in accordance with guidance under ASC 815-15, Derivatives and Hedging – Embedded Derivatives .

Embedded derivatives are measured at fair value with changes in fair value reported in the "Other income (expense)" section in our unaudited condensed consolidated statements of operations.

Refer to Note 10 - Term Loans and Revolving Credit Facility.

(q) Warrant Liabilities

The Company accounts for its warrant liabilities in accordance with guidance under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , under which warrants that do not meet the criteria for equity classification must be recorded as liabilities.

Warrant liabilities are included in the "Accrued expenses and other liabilities" line item in the unaudited condensed consolidated balance sheets.

Changes in fair value of the warrant liabilities are reported in the "Other income (expense)" section in our unaudited condensed consolidated statements of operations.

Refer to Note 10 - Term Loans and Revolving Credit Facility and Note 18(b) - Common Stock Warrants.

(r) Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

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 3 - Discontinued Operations and Assets Held for Sale.

These reclassifications had no effect on previously reported net income (loss), total assets, total liabilities, or stockholders' equity (deficit).

(s) Recent Accounting Standards

Not yet adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .

In September 2025, the FASB issued Accounting Standards Update ("ASU") 2025-06, Intangibles - Goodwill and Other Internal Use Software .

This ASU was issued to modernize the accounting for software costs by removing references to prescriptive and sequential software development stages and providing an updated framework for capitalizing internal software costs.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an

annual reporting period.

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 November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses .

This ASU requires additional expense disclosures by public entities in the notes to the financial statements.

3 unchanged sentences

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 .

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

Claiming the Effective Date, 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 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.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures .

The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories included in each reported measure of a segment's profit or loss on an interim and annual basis.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The update should be applied retrospectively to all prior periods presented in the financial statements.

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.

(q) 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 September 30, 2024.

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(h)) 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 $ 2,388 and included in selling, general and administrative expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2024.

Nogin goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes.

The fair value of acquisition consideration and preliminary purchase price allocation was as follows:

Consideration paid:

Cash $ 18,670

Credit bid - Settlement of DIP Facility 37,700

Total Consideration $ 56,370

Assets acquired and liabilities assumed:

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and requires companies to provide more information about the reconciling items in some categories if a quantitative threshold is met.

ASU 2023-09 became effective for the Company on January 1, 2025.

The Company will provide the required disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025, and the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

NOTE 3 — 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 23.6 %, of total assets under management ("AUM") as of March 31, 2025.

A gain of $ 5,372 was recognized on April 4, 2025 in connection with the completion of the sale.

Atlantic Coast Recycling

On March 3, 2025, the Company and BRFH, 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 BRFH 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 on February 26, 2025 as further discussed in Note 10 - Term Loans and Revolving Credit Facility.

A gain of $ 52,430 was recognized during the three months ended March 31, 2025 from this sale, which is included in "Gain on sale and deconsolidation of businesses" line item on the accompanying unaudited condensed consolidated statements of operations.

The Company determined that the assets and liabilities associated with the Wealth Management transaction met the criteria under ASC 360, Impairment and Disposal of Long-Lived Assets to be classified as held for sale as of March 31, 2025 and December 31, 2024, and the assets and liabilities associated with the Atlantic Coast Recycling transaction were

properly classified as held for sale as of December 31, 2024.

The assets and liabilities for both transactions were properly presented in the unaudited condensed 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 three months ended March 31, 2025.

Assets and liabilities held for sale consist of the following:

As of March 31, 2025

Assets Held for Sale

Prepaid expenses and other assets $ 3,477

Operating lease right-of-use assets 394

Property and equipment, net 67

Goodwill 13,861

Other intangible assets, net 2,326

Total assets held for sale $ 20,125

Liabilities Held for Sale

Operating lease liabilities 419

Total liabilities held for sale $ 419

As of December 31, 2024

Assets Held for Sale

Cash and cash equivalents $ — $ 1,324 $ 1,324

Accounts receivable 421

Prepaid and other assets 6,826

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 400

Other intangible assets 17,350

Deferred income taxes 227

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

Deferred revenue ( 95 )

Operating lease liabilities 525 24,371 24,896

Note payable ( 700 )

Net tangible assets acquired and assumed 4,993

Goodwill 56,028

Noncontrolling interest ( 4,651 )

Total $ 56,370

During the nine months ended September 30, 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(h), 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 elimination of 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

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 three and nine months ended September 30, 2023 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 the year on January 1, 2023.

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 condensed 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)

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Revenues $ 462,312 $ 1,300,680

Net loss attributable to B.

Riley Financial, Inc.

$ ( 75,093 ) $ ( 16,127 )

Net loss attributable to common shareholders $ ( 77,108 ) $ ( 22,169 )

Basic income per share $ ( 2.54 ) $ ( 0.73 )

Diluted income per share $ ( 2.51 ) $ ( 0.71 )

Weighted average basic shares outstanding 30,330,025 30,502,179

Weighted average diluted shares outstanding 30,745,155 31,173,794

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

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.

1 unchanged sentence

Brands Transaction

On October 25, 2024, the Company and its subsidiary bebe stores, inc.

(“bebe”) have completed a transaction for their brand assets yielding approximately $ 235,955 in cash proceeds.

At the closing of the transaction, the Company transferred and contributed its 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 to a securitization vehicle, receiving approximately $ 189,300 in net proceeds in connection with the financing transaction.

bebe sold its interests in the assets and intellectual property related to the licenses of the bebe and Brookstone brands (the “Sale”) for approximately $ 46,624 in net cash proceeds.

Upon closing the transaction proceeds of $ 22,188 was used to pay off the then outstanding balance of the bebe Credit Agreement in full (see Note 11) and $ 224 of loan related pay off expenses.

The pending brands transaction by bebe at September 30, 2024, which closed on October 25, 2024 resulted in a write down of the fair value in the amount of approximately $( 20,043 ) being recorded at September 30, 2024 for the Sale of the bebe Brands.

In addition, upon completion of the Secured Financing of the Brand Interests, the Company will deconsolidate the ownership of the Brand Interests and the Company’s ownership in the Brand Interest will be reported as a non-controlling equity method investment that is estimated to have nominal value as a result of the liquidation preferences and notes that were issued as part of the Secured Financing and upon deconsolidation a loss at September 30, 2024 in the amount of approximately $( 133,000 ) was recorded in the quarter ending September 30, 2024.

The brand assets, which was historically reported within All Other category - generating operating revenues from the Company's majority owned subsidiary that licenses the trademarks and intellectual properties from the six brands:

Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore.

The brand assets 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 concluded that the brand assets met the criteria to be classified as held-for-sale in September 2024.

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.

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 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 10 - 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

condensed consolidated financial statements.

As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying unaudited condensed 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 53 % 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 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 ).

On October 13, 2024, the Company entered into an equity purchase agreement, (the “Equity Purchase Agreement”), to sell a 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.

At the closing on November 15, 2024, (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.

Following the completion of the transactions, the Company launched a partnership with Oaktree and contributed all of the interests in the Appraisal and Valuation Services, Retail, Wholesale & Industrial Solutions and Real Estate businesses into Great American Holdings, LLC, a newly formed holding company ("Great American NewCo").

At the closing, the Company received total consideration consisting of approximately $ 203,000 in cash, subject to certain purchase price adjustments, Class B Preferred Units of Great American NewCo with an initial aggregate liquidation preference of approximately $ 183,000 , and Class A Common Units of Great American NewCo representing approximately 47 % of the total outstanding common units.

Upon closing the transaction, the Company recognized a gain on the sale of approximately $ 235,000 in the fourth quarter of 2024.

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—will be divested.

The Company intends to use the net after-tax proceeds from this transaction to repay certain debt obligations and focus on the core operating subsidiaries.

The Company concluded that the Great American Group met the criteria to be classified as held-for-sale in September 2024.

The Company accounts for its non-controlling equity interest in Great American NewCo using the equity method of accounting (refer to Note 2(m) - Equity Method Investment) with its carrying value included in the “Prepaid expenses and other assets” line item in the consolidated balance sheets (refer to Note 7 - Prepaid Expenses and Other Assets).

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 during the fourth quarter of fiscal year 2024.

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 condensed consolidated financial statements.

Prior period amounts have been adjusted to reflect discontinued operations presentation.

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 $ 1,751 at closing, and (iv)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 September 30, 2024 and December 31, 2023 or at the time of termination.

The major classes of assets and liabilities included in discontinued operations were as follows (in thousands):

Brands Transaction Great American Group Total

September 30,

ASSETS (Unaudited)

As such, results of operations and cash flows of that business are reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2024.

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 to the Great American Group for a period of up to one year from the closing.

The Company also entered into promissory notes which totaled $ 15,332 related to capital requirements for certain retail liquidation engagements that were ongoing as of closing.

GlassRatner and Farber

On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber.

In connection with the sale, the Company entered into a transition services agreement with the buyer to provide certain services.

The major classes of assets and liabilities included in discontinued operations were as follows:

GlassRatner & Farber

March 31, 2025

December 31, 2024

Cash and cash equivalents $ 3,369 $ 8,025

Securities and other investments owned, at fair value 174,753 — 174,753

Accounts receivable, net 18,947 19,704

8 unchanged sentences

Deferred revenue 40 5

Operating lease liabilities — 257 257

Total liabilities $ 1,854 $ 17,356 $ 19,210

Brands Transaction Great American Group Total

ASSETS (Unaudited)

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

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

Contingent consideration 3,093 3,092

Operating lease liabilities 2,201 2,539

Total liabilities $ 19,113 $ 21,321

Revenues and income (loss) from discontinued operations were as follows (in thousands):

Brands Transaction Great American Group Total

Revenues and income (loss) from discontinued operations for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended

September 30, Three Months Ended

September 30,

2024 2023 2024 2023 2024 2023

March 31, 2025

GlassRatner & Farber

Services and fees $ 21,110

Sale of goods — — 6,893 65,117 6,893 65,117

Total revenues 4,136 4,304 40,498 94,740 44,634 99,044

Operating expenses:

Direct cost of services — — 13,732 15,234 13,732 15,234

Cost of goods sold — — 6,558 35,836 6,558 35,836

Selling, general and administrative expenses 17,613

Total operating expenses 950 791 33,578 69,646 34,528 70,437

Operating income 3,497

1 unchanged sentence

Interest income 3

Dividend income 8,899 9,503 — — 8,899 9,503

Realized and unrealized gains (losses) on investments ( 113,234 ) 1,926 — — ( 113,234 ) 1,926

Loss on disposal ( 39,500 ) — — — ( 39,500 ) —

Interest expense ( 690 ) — ( 8,841 ) ( 7,736 ) ( 9,531 ) ( 7,736 )

(Loss) income from discontinued operations before income taxes ( 141,339 ) 14,942 ( 1,919 ) 17,358 ( 143,258 ) 32,300

(Provision for) benefit from income taxes 6,983 ( 4,648 ) ( 2,471 ) ( 3,911 ) 4,512 ( 8,559 )

(Loss) income from discontinued operations, net of income taxes $ ( 134,356 ) $ 10,294 $ ( 4,390 ) $ 13,447 $ ( 138,746 ) $ 23,741

Brands Transaction Great American Group Total

Nine Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023 2024 2023

Income from discontinued operations before income taxes 3,500

Provision for income taxes ( 105 )

Income from discontinued operations, net of income taxes $ 3,395

Three Months Ended March 31, 2024

Brands Transaction Great American Group GlassRatner & Farber

Services and fees $ 4,577 $ 16,006 $ 22,639 $ 43,222

10 unchanged sentences

Dividend income 8,811 — — 8,811

Realized and unrealized gains (losses) on investments ( 108,304 ) ( 7,940 ) — — ( 108,304 ) ( 7,940 )

Loss on disposal ( 39,500 ) — — — ( 39,500 ) —

Realized and unrealized gains on investments 5,379 — — 5,379

Interest expense ( 713 ) ( 8,486 ) — ( 9,199 )

(Loss) income from discontinued operations before income taxes ( 112,604 ) 29,087 ( 11,224 ) 14,755 ( 123,828 ) 43,842

Income (loss) from discontinued operations before income taxes 17,200 ( 4,298 ) 4,685 17,587

(Provision for) benefit from income taxes ( 4,077 ) 1,143 ( 1,306 ) ( 4,240 )

(Loss) income from discontinued operations, net of income taxes $ ( 112,604 ) $ 21,699 $ ( 11,223 ) $ 10,844 $ ( 123,827 ) $ 32,543

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 $ 9,531 and $ 7,736 for the three months ended September 30, 2024 and 2023, respectively, and $ 27,883 and $ 21,492 for the nine months ended September 30, 2024 and 2023, respectively.

Cash flows from discontinued operations were as follows (in thousands):

Nine Months Ended

September 30,

Income (loss) from discontinued operations, net of income taxes $ 13,123 $ ( 3,155 ) $ 3,379 $ 13,347

Cash flows from discontinued operations were as follows:

Three Months Ended

Net cash from discontinued operations provided by (used in):

4 unchanged sentences

Net decrease in cash and cash equivalents $ ( 4,656 ) $ ( 4,536 )

Supplemental disclosures from cash flows were as follows (in thousands):

Nine Months Ended

September 30,

Supplemental disclosures from cash flows were as follows:

Three Months Ended

Interest paid - Continuing Operations $ 28,982 $ 73,269

$ 179,695 $ 219,797

Interest paid - Discontinued Operations — 8,468

25,726 12,076

Interest paid - Total $ 28,982 $ 81,737

Taxes paid - Continuing Operations $ 932 $ 715

$ 3,645 7,796

Taxes paid - Discontinued Operations — 717

1 unchanged sentence

NOTE 4 — RESTRUCTURING CHARGE

During the three and nine months ended September 30, 2024, the Company recognized restructuring charges of $ 116 and $ 925 , respectively, primarily related to reorganization and consolidation activities in the Communications segment and Consumer Products segment, which consisted of reductions in workforce.

During the three and nine months ended September 30, 2023, the Company recognized restructuring charges of $ 228 and $ 949 , respectively, primarily related to reorganization and consolidation activities in the Wealth Management segment, Communications segment, and Consumer Products segment, which consisted of reductions in workforce and facility closures.

The following tables summarize the changes in accrued restructuring charge during the three and nine months ended September 30, 2024 and 2023:

During the three months ended March 31, 2025, there were no restructuring charges for the Company.

During the three months ended March 31, 2024, the Company recognized restructuring charges of $ 789 (which was included in the "Restructuring charge" line item in the unaudited condensed consolidated statements of operations), primarily related to reorganization and consolidation activities for reductions in the workforce.

Of the $ 789 total restructuring charges $ 263 related to the Communications segment and $ 526 related to the Consumer Products segment.

The following tables summarize the changes in accrued restructuring charge during the three months ended March 31, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance, beginning of period $ 1,316 $ 2,542

3 unchanged sentences

Balance, end of period $ 840 $ 1,467

The following table summarizes the restructuring activities by reportable segment during the three months ended September 30, 2024 and 2023.

Wealth Management Communications Consumer Products Total

Restructuring charges for the three months ended September 30, 2024:

Employee termination $ — $ 116 $ — $ 116

Total restructuring charge $ — $ 116 $ — $ 116

Restructuring charges for the three months ended September 30, 2023:

Employee termination $ — $ 145 $ 83 $ 228

Facility closure and consolidation — — — —

Total restructuring charge $ — $ 145 $ 83 $ 228

The following table summarizes the restructuring activities by reportable segment during the nine months ended September 30, 2024 and 2023.

Wealth Management Communications Consumer Products Total

Restructuring charges for the nine months ended September 30, 2024:

Employee termination $ — $ 379 $ 546 $ 925

Total restructuring charge $ — $ 379 $ 546 $ 925

Restructuring charges for the nine months ended September 30, 2023:

Employee termination $ — $ 402 $ 486 $ 888

Facility closure and consolidation 61 — — 61

Total restructuring charge $ 61 $ 402 $ 486 $ 949

NOTE 5 — SECURITIES LENDING

The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of September 30, 2024 and December 31, 2023:

Gross amounts recognized Gross amounts offset in the consolidated balance

The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of March 31, 2025 and December 31, 2024:

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)

As of September 30, 2024

As of March 31, 2025

Securities borrowed $ 40,895 $ — $ 40,895 $ 40,895 $ —

6 unchanged sentences

(2) Includes the amount of cash collateral held/posted.

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 September 30, 2024 and December 31, 2023:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Remaining contractual maturity Remaining contractual maturity

3 unchanged sentences

Equity securities 40,643 40,643 42,712 42,712

Non-US sovereign debt — — 11,211 11,211

Total borrowings $ 40,895 $ 40,895 $ 43,022 $ 43,022

3 unchanged sentences

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.

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 $ 719 and $ 35,383 during the three months ended March 31, 2025 and 2024, respectively.

NOTE 6 — ACCOUNTS RECEIVABLE

The components of accounts receivable, net, include the following:

September 30,

The components of accounts receivable, net, from revenue from contracts with customers include the following:

2025 December 31,

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance, beginning of period $ 6,100 $ 4,373

Additions to reserve 1,580 2,079 2,498 5,716

Write-offs ( 577 ) ( 1,417 ) ( 1,732 ) ( 2,618 )

Recovery — — — —

Changes to reserve 783 ( 328 )

Other adjustments and write-offs ( 1,523 ) ( 583 )

Recoveries ( 17 ) —

Balance, end of period $ 5,343 $ 3,462

1 unchanged sentence

Prepaid expenses and other assets consist of the following:

September 30,

2025 December 31,

Inventory $ 80,437 $ 93,674

Inventory, net $ 60,040 $ 63,004

Rental merchandise, net 13,807 15,084

2 unchanged sentences

Unbilled receivables 3,335 3,387

Other receivables 38,167 39,001

Other receivables, net 31,963 27,591

Other assets 11,785 15,950

Prepaid expenses and other assets $ 241,753 $ 242,916

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.

Unbilled receivables represent the amount of mobile handsets in the Communications segment.

Other receivables primarily consist of interest receivables on loans, advances to financial advisors, net and income tax receivables.

Other assets primarily consist of deposits, contract costs, and finance lease assets.

NOTE 8 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $ 498,377 and $ 466,638 as of September 30, 2024 and December 31, 2023, respectively.

The increase in goodwill during the nine months ended September 30, 2024 was primarily due to $ 56,028 from the acquisition of Nogin in the All Other category and $ 1,431 from an immaterial acquisition in the Financial Consulting segment, partially offset by $ 26,681 from goodwill impairment in the Consumer Products segment.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:

Segment Wealth

Segment Financial

Segment Communications

Segment Consumer Products Segment All Other Total

Balance as of December 31, 2023

$ 162,018 $ 51,195 $ 29,597 $ 193,867 $ 26,681 $ 3,280 $ 466,638

Acquisition of other businesses — — 1,431 — — 56,028 57,459

Goodwill impairment — — — — ( 26,681 ) — ( 26,681 )

Other ( 532 ) — ( 143 ) — — 1,636 961

Balance as of September 30, 2024

$ 161,486 $ 51,195 $ 30,885 $ 193,867 $ — $ 60,944 $ 498,377

During the nine months ended September 30, 2024, the changes in goodwill included $ 1,636 of Nogin purchase price accounting adjustments, $( 532 ) related to the sale of certain assets and $( 143 ) of foreign currency translation amounts.

The carrying amount of goodwill at March 31, 2025 and December 31, 2024 was $ 392,687 .

Goodwill is comprised of $ 161,486 for the Capital Markets Segment, $ 37,334 for the Wealth Management Segment and $ 193,867 for the Communications Segment.

Goodwill is net of accumulated impairment losses of $ 137,445 , of which $ 79,781 and $ 57,664 were recorded in the Consumer Products and E-Commerce segments, respectively, prior to December 31, 2024.

Intangible assets consisted of the following:

As of September 30, 2024

As of March 31, 2025

As of December 31, 2024

13 unchanged sentences

Total intangible assets $ 306,352 $ ( 166,723 ) $ 139,629 $ 306,142 $ ( 159,696 ) $ 146,446

Amortization expense was $ 8,446 and $ 10,191 during the three months ended September 30, 2024 and 2023, respectively, and $ 26,665 and $ 30,478 during the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, estimated future amortization expense was $ 8,677 , $ 31,672 , $ 28,922 , $ 26,694 , and $ 23,188 for the years ended December 31, 2024 (remaining three months), 2025, 2026, 2027 and 2028, respectively.

Intangible assets related to tradenames is net of accumulated impairment losses of $ 20,500 , which were recorded prior to December 31, 2024 in the Consumer Products segment.

Amortization expense was $ 7,642 and $ 8,924 during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, estimated future amortization expense was $ 19,839 , $ 24,554 , $ 23,272 , $ 20,096 , and $ 15,470 for the years ended December 31, 2025 (remaining nine months), 2026, 2027, 2028 and 2029, respectively.

The estimated future amortization expense after December 31, 2029 was $ 20,298 .

The Company performs impairment tests for goodwill 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 below their carrying values.

As a result of the current financial performance of the Company’s Targus subsidiary which is included in the Consumer Products segment as well as current market conditions that continued to exist in the personal computer market for computers and accessories, the Company updated its long-term forecasts.

The Company performed an interim goodwill impairment quantitative assessment as of June 30, 2024, and based on the results of the analysis, the Company recorded a non-cash impairment charge of $ 27,681 consisting of a goodwill impairment charge of $ 26,681 and a tradename impairment charge of $ 1,000 , which was recorded in impairment of goodwill and tradenames in the accompanying condensed consolidated statements of operations during the nine months ended September 30, 2024.

Goodwill and tradename of the Company’s Targus subsidiary was remeasured at fair value on a nonrecurring basis as of June 30, 2024 which resulted in the fair value of goodwill being reduced to zero and the estimated fair value of tradename was $ 18,500 as of June 30, 2024.

The estimated fair value of the Company’s Targus reporting unit was calculated using a weighted-average of values determined from an income approach and a market approach.

The income approach involves estimating the fair value of the reporting unit by discounting its estimated future cash flows using a discount rate 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.

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 the reporting unit including, among other things, an assessment of market conditions, projected cash flows, discount rates, and growth rates.

The inputs for the fair value calculations of the reporting unit included a 4 % growth rate to calculate the terminal value, a discount rate of 16 %, and with respect to tradenames, a royalty rate of 2 %.

Management’s estimates of projected cash flows related to the reporting unit include, but are not limited to, future earnings of the reporting unit 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 measurement reflect the current market environment, industry-specific factors and company-specific factors.

NOTE 9 — NOTES PAYABLE

As of September 30, 2024 and December 31, 2023, the outstanding balance for the other notes payable was $ 29,915 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 10.00 % and a maturity date of May 3, 2027.

The remaining notes payable primarily consisted of additional deferred cash consideration owed to the sellers of FocalPoint and a promissory note related to the Lingo minority interest purchase, which was paid in full on January 2, 2024.

Interest expense was $ 536 and $ 145 during the three months ended September 30, 2024 and 2023, respectively, and $ 1,081 and $ 463 during the nine months ended September 30, 2024 and 2023, respectively.

As of December 31, 2024, the outstanding balance for the secured convertible promissory note payable was $ 15,000 .

On March 31, 2025, the Company signed a Deed of ABC, and the $ 15,000 convertible note was no longer an obligation of the Company.

Interest expense on the secured convertible promissory note was $ 386 during the three months ended March 31, 2025.

Notes payable as of December 31, 2024 also included $ 12,408 related to deferred cash consideration owed to the sellers of FocalPoint.

The deferred cash consideration was paid in full in January 2025.

Interest expense was $ 30 and $ 144 during the three months ended March 31, 2025 and 2024, respectively.

NOTE 10 — TERM LOANS AND REVOLVING CREDIT FACILITY

Term loans and revolving credit facilities are comprised of the following:

March 31, 2025 December 31, 2024

Interest Rate

Lingo Term Loan

— $ — 7.91 % $ 52,925

Nomura Term Loan

— — 11.52 % 122,538

BRPAC Term Loan

7.69 % 76,000 7.42 % 30,106

Oaktree Term Loan

12.32 % 129,479 — —

205,479 205,569

Unamortized debt issuance costs and discount

( 21,391 ) ( 6,140 )

Total Term Loans

$ 184,088 $ 199,429

Weighted Average

Interest Rate

March 31, 2025

December 31, 2024

Revolver Loan:

Targus Revolver Loan

9.97 % $ 13,800 $ 16,329

Oaktree Credit Agreement

On February 26, 2025, the Company and BRFH (“BRFH Borrower”) 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.

The new credit agreement provided for (i) a three-year $ 125,000 secured term loan credit facility (the “Oaktree Term Loan”) and (ii) a four-month $ 35,000 secured delayed draw term loan credit facility (the “Delayed Draw Facility” and, together with the Oaktree Term Loan, the “Credit Facility”).

The Oaktree Term Loan matures on the earliest of (i) February 26, 2028, and (ii) a springing maturity date 91 days prior to the maturity of any series of bonds, notes or bank indebtedness of the Company or the BRFH Borrower (other than the Company’s 6.375 % Senior Notes due February 28, 2025 and the Company’s 5.50 % Senior Notes due March 31, 2026) outstanding on such date with an aggregate amount exceeding $ 10,000 (the "Initial Term Loan Maturity Date").

The proceeds from the Oaktree Term Loan were primarily used (a) to repay the existing indebtedness under the Nomura Credit agreement (b) for working capital and general corporate purposes and (c) to pay transaction fees and expenses.

The proceeds of the Delayed Draw Facility was used (a) to fund obligations relating to the liquidation of substantially all of the assets of JOANN, Inc.

and its subsidiaries and (b) for working capital and general corporate purposes.

The Credit Facility accrues interest at the adjusted term SOFR rate as defined in the Credit Facility with an applicable margin of 8.00 % or interest at the base rate as defined in the Credit Facility plus an applicable margin of 7.00 %.

In addition to paying interest on outstanding borrowings under the Credit Facility, the Company was required to pay (i) a closing fee of 3.00 % of the aggregate principal amount of the loans under the Oaktree Term Loan and 2.00 % of the aggregate principal amount of the loans under the Delayed Draw Facility, and (ii) an exit fee upon the prepayment or repayment of the Credit Facility of 5.00 % of the aggregate principal amount of such loans repaid, provided, that the Oaktree Term Loan exit fee shall not be payable if the share price for the Company's common stock exceeds a certain threshold.

The Company determined that the Credit Facility is an indexed debt obligation under ASC 470, Debt and will accrete the contingent Oaktree Term Loan exit fee to its expected payment amount.

The Oaktree Term Loan also contains an additional prepayment premium, as defined in the Oaktree Term Loan, of a minimum of 5.00 %.

The Credit Facility contains covenants that, among other things, limit the Company’s, the BRFH Borrower’s and the BRFH Borrower’s 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 Company is in compliance with all financial covenants in the Oaktree Credit Agreement as of March 31, 2025.

Subject to certain eligibility requirements, certain assets of the BRFH Borrower are placed into a borrowing base (the “Borrowing Base”), which serves to limit the borrowings under the Credit Facility.

The sale of an asset in the Borrowing Base requires the BRFH Borrower to make a prepayment in an amount equal to the proceeds of such disposition multiplied by the percentage “credit” that is assigned to such asset in the Borrowing Base.

The BRFH Borrower may be obligated to prepay the loans or post cash in a controlled account in the event the Borrowing Base falls below a certain level as defined in the Credit Facility.

The Company recorded a derivative liability of $ 11,244 related to this a mandatory repayment feature in the Credit Facility at the inception of the Credit Facility.

(See Note 2(l), Fair Value Measurements.) The Company sold certain assets in the Borrowing Base during the first quarter of 2025, and in accordance with the Credit Facility the Company was required to prepay $ 30,521 of the Delayed Draw Facility.

At March 31, 2025, the outstanding loan balance to Oaktree under the Credit Facility was $ 129,479 which is comprised of $ 125,000 related to the Oaktree Term Loan and $ 4,479 related to the Delayed Draw Facility.

Interest expense on the Credit Facility to Oaktree during the three months ended March 31, 2025 was $ 3,181 .

Subsequent to March 31, 2025, the Company made a principal payment in the amount of $ 4,479 on April 3, 2025, which paid off the Delayed Draw Facility in full, and a series of principal payments in the amount of $ 62,500 through June 27, 2025 which reduced the outstanding balance on the Oaktree Term Loan from $ 125,000 to $ 62,500 .

The Company issued warrants to certain affiliates of Oaktree Capital Management, L.P.

in connection with the Oaktree Term Loan to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s common stock at an exercise price of $ 5.14 per share.

The warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the warrant holders would be entitled to exercise the warrants for up to 19.9 % of the then-outstanding shares of the Company’s common stock.

The Company evaluated the warrants under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , and determined the warrants met the criteria for liability classification and recorded a warrant liability of $ 7,860 .

The initial measurement of the embedded derivative and warrant liability creates a discount on the carrying amount of the long-term debt, which together with the original issue discount, debt issuance costs, are amortized via the effective interest method under ASC 835-30, Interest – Imputation of Interest .

Subsequent changes in fair value of the embedded derivative and warrant liability are reported in the "Other income (expense)" section in our unaudited condensed consolidated statements of operations.

Refer to Note 2 - Summary of Significant Accounting Policies and Note 18(b) - Common Stock Warrants.

The BRFH Borrower may be obligated to prepay the loans or post cash in a controlled account in the event the Borrowing Base falls below a certain level as defined in the Credit Facility.

The Company is in compliance with all financial covenants in the Oaktree Credit Agreement as of March 31, 2025.

On March 24, 2025, the Company and the BRFH Borrower entered into Amendment No.

1 to the Credit Facility which, among other things, removed certain pledged stock from the collateral and adjusted mandatory prepayment provisions in connection with dispositions of borrowing base assets.

On July 8, 2025, the Company and the BRFH Borrower entered into Amendment No.

2 to the Credit Facility which, among other things, amended the borrowing base to include certain first lien term loans extended to certain subsidiaries of the Company and made certain changes to the negative covenants.

On October 8, 2025, the Company and the BRFH Borrower entered into Amendment No.

3 to the Credit Facility with Oaktree which provided that the springing maturity date of the Oaktree Term Loan shall in no event occur prior to March 31, 2027, thereby extending the earliest possible maturity date for the Oaktree Term Loan.

Targus Credit Agreement

On October 18, 2022, the Company's subsidiary, Tiger US Holdings, Inc.

(the “Borrower”), a Delaware corporation, 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.

On October 18, 2022, Targus (“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 (the "Targus 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 totals approximately $ 204,023 .

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.

The Targus Credit Agreement was secured by substantially all Targus assets as collateral defined in the Targus Credit Agreement which assets had an aggregate value of approximately $ 166,821 , including $ 36,715 of accounts receivable and $ 56,694 of inventory as of March 31, 2025.

The Targus Credit Agreement contained 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.

If an event of default were to have occurred, the agent would have been 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 and the minimum earnings before interest, taxes, depreciation, and amortization (“EBITDA”) requirements which waived the financial covenant breaches for the periods ended September 30, 2023 and December 31, 2023, respectively.

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.

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.

For the period ended September 30, 2023, the Fixed Charge Coverage Ratio “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.

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").

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.

3 to the Targus Credit Agreement to replace the terminating Canadian benchmark interest rate with the Term Canadian Overnight Repo Rate Average Reference Rate.

For the periods ended June 30, 2024 and September 30, 2024, the minimum EBITDA covenant was breached.

On August 14, 2024, the Company contributed $ 1,602 to Targus to cure the minimum EBITDA covenant that was breached for the period ended June 30, 2024.

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.

4 to the Targus Credit Agreement, which among other things, waived the September 30, 2024 minimum EBITDA covenant breach, reduced the 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.

Concurrently with the effectiveness of Amendment No.

4 to the Targus Credit Agreement, the 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.

The term loan bears interest on the outstanding principal amount equal to the term 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 %.

Principal outstanding for the term loan under the amended Targus Credit Agreement is due in quarterly installments.

Quarterly installments from December 31, 2024 to December 31, 2025 are in the amount of $ 2,100 per quarter and the remaining principal balance is due on March 31, 2026.

As of September 30, 2024 and December 31, 2023, the outstanding balance on the term loan was $ 11,521 (net of unamortized debt issuance costs of $ 177 ) and $ 17,834 (net of unamortized debt issuance costs of $ 366 ), respectively, and the outstanding balance on the revolver loan was $ 13,681 and $ 43,801 , respectively.

Interest expense on these loans during the three and nine months ended September 30, 2024 was $ 987 (including amortization of deferred debt issuance costs of $ 195 and unused commitment fees of $ 20 ) and $ 3,432 (including amortization of deferred debt issuance costs of $ 566 and unused commitment fees of $ 73 ), respectively.

Interest expense on these loans during the three and nine months ended September 30, 2023 was $ 1,790 (including amortization of deferred debt issuance costs of $ 111 and unused commitment fees of $ 18 ) and $ 5,547 (including amortization of deferred debt issuance costs of $ 416 and unused commitment fees of $ 57 ), respectively.

The interest rate on the term loan was 11.18 % and 10.20 % and the interest rate on the revolver loan ranged between 8.96 % and 11.25 % and between 8.45 % to 11.25 % as of September 30, 2024 and December 31, 2023, respectively.

The weighted average interest rate on the revolver loan was 9.04 % and 8.53 % as of September 30, 2024 and December 31, 2023, respectively.

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(h), 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 three and nine months ended September 30, 2023 was $ 2,052 (including amortization of deferred debt issuance costs of $ 722 ) and $ 14,359 (including amortization of deferred debt issuance costs of $ 4,262 ), respectively.

On May 9, 2025, the Targus Borrower entered into Amendment No.

5 to the Targus Credit Agreement, which among other things, (i) required 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 use commercially reasonable efforts to refinance the obligations under the Targus Credit Agreement by July 31, 2025.

As of 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 in the event the Company is unable to refinance the obligations under the Targus Credit Agreement by July 31, 2025 from $ 1,000 to $ 150 , (ii) requires that the Targus Borrower pay a deferred amendment fee of $ 850 in the event the Company is unable to refinance the obligations under 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) required 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.

The Targus 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 %.

The average borrowings under the revolver loan was $ 16,693 and $ 49,415 for three months ended March 31, 2025 and March 31, 2024, respectively.

The amount available for borrowings under the Targus Credit Agreement was $ 7,493 and $ 5,361 at March 31, 2025 and December 31, 2024,

respectively.

Interest expense on these loans during the three months ended March 31, 2025 and 2024 was $ 412 and $ 1,360 , respectively.

On August 20, 2025, the Company entered into a new Targus/FGI Credit Agreement to refinance and repay all outstanding obligations under the existing Targus Credit Agreement as more fully described below.

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, BRCC 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 .

Lingo Credit Agreement

On August 16, 2022, the Company's subsidiary, Lingo, a Delaware limited liability company (the “Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the 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 Lingo.

On September 9, 2022, Lingo 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, Lingo 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 .

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 September 30, 2024 and December 31, 2023, the interest rate on the Lingo Credit Agreement was 8.59 % and 8.70 %, respectively.

The Lingo Credit Agreement is guaranteed by the Company and Lingo's subsidiaries and secured by certain Lingo assets and equity interests as collateral which totals approximately $ 230,101 defined in the Lingo Credit Agreement.

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 its businesses, engage in transactions with related parties, make certain investments or pay dividends.

In addition, the Lingo Credit Agreement requires the 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 September 30, 2024.

Principal outstanding is due in quarterly installments.

The quarterly installments from September 30, 2024 to December 31, 2024 are in the amount of $ 2,738 per quarter, 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 September 30, 2024 and December 31, 2023, the outstanding balance on the term loan was $ 55,021 (net of unamortized debt issuance costs of $ 641 ) and $ 63,153 (net of unamortized debt issuance costs of $ 722 ), respectively.

Interest expense on the term loan during the three and nine months ended September 30, 2024 was $ 1,370 (including amortization of deferred debt issuance costs of $ 70 ) and $ 4,254 (including amortization of deferred debt issuance costs of $ 213 ), respectively.

Interest expense on the term loan during the three and nine months ended September 30, 2023 was $ 1,624 (including amortization of deferred debt issuance costs of $ 73 ) and $ 4,811 (including amortization of deferred debt issuance costs of $ 222 ), 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.

On August 16, 2022, the Company's subsidiary, Lingo Management, LLC, a Delaware limited liability company ("Lingo" or “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 the administrative agent and lender, for a five-year $ 45,000 term loan (the "Lingo Term Loan") which was used to finance part of the purchase of BullsEye Telecom, Inc.

Upon a series of amendments, the principal balance of the Lingo Term Loan was increased to $ 73,000 .

On January 6, 2025, as discussed below, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, entered into an amended and restated credit agreement (the “BRPAC Amended Credit Agreement”) with the Banc of California N.A.

in its capacity as the administrative 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 Term Loan, and the Lingo Credit Agreement was effectively terminated upon repayment on January 6, 2025.

Interest expense on the term loan during the three months ended March 31, 2025 and 2024 was $ 62 and $ 1,472 respectively.

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 September 30, 2024 and December 31, 2023, the interest rate on the bebe Credit Agreement was 10.78 % and 11.14 %, respectively.

The bebe Credit Agreement is collateralized by a first lien on all bebe assets and pledges of capital stock including equity interests which totals approximately $ 110,916 .

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 September 30, 2024 and December 31, 2023, the outstanding balance on the term loan was $ 21,735 (net of unamortized debt issuance costs of $ 452 ) and $ 22,487 (net of unamortized debt issuance costs of $ 638 ), respectively.

Interest expense on the term loan during the three and nine months ended September 30, 2024 was $ 691 (including amortization of deferred debt issuance costs of $ 60 ) and $ 2,102 (including amortization of deferred debt issuance costs of $ 185 ), 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.

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.

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 was included in the outstanding balance of term loans until it was repaid on October 25, 2024, upon the closing of the Brands Transaction as

described in Note 3 - Discontinued Operations and Assets Held for Sale.

Proceeds of $ 22,188 from closing the Brands Transaction was used to pay off the then outstanding balance of the term loan in full and $ 224 of loan payoff expenses.

Interest expense on the term loan during the three months ended March 31, 2024 was $ 713 .

Nomura Credit Agreement

The Company, and its wholly owned subsidiaries, BR Financial Holdings, LLC, 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 its wholly owned subsidiary, BR Financial Holdings, LLC (the “Borrower”), and certain direct and indirect subsidiaries of the Borrower (the “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 Company, and its wholly owned subsidiaries, 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 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 $ 5,408 , which was included in selling, general and administrative expenses on the condensed consolidated statements of operations.

SOFR rate loans under the New Credit Facilities accrue 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 is required to pay a quarterly commitment fee based on the unused portion, which is determined by the average utilization of the facility for the immediately preceding fiscal quarter.

The Credit Agreement is secured on a first priority basis by a security interest in the equity interests of the Borrower and each of the Borrower’s subsidiaries (subject to certain exclusions) and a security interest in substantially all of the assets of the Borrower and the Guarantors.

The borrowing base as defined in the Credit Agreement consists of a collateral pool that includes certain of the Company's loans receivables in the amount of $ 209,891 (which is included in the total loans receivable, at fair value balance of $ 151,704 reported in our condensed consolidated balance sheet at September 30, 2024) and $ 375,814 (which is included in the total loans receivable, at fair value balance of $ 532,419 reported in our condensed consolidated balance sheet at December 31, 2023) and investments in the amount of $ 706,711 (which is included in the total securities and other investments owned, at fair value of $ 341,770 reported in our condensed consolidated balance sheet at September 30, 2024) and $ 786,714 (which is included in the total securities and other investments owned, at fair value of $ 809,049 reported in our condensed consolidated balance sheet at December 31, 2023) as of September 30, 2024 and December 31, 2023, respectively.

The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit 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 contains 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 is in compliance with all financial covenants in the Credit Agreement as of September 30, 2024.

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 Guarantors.

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.

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.

4 to the Credit Agreement,(the “Fourth Nomura Amendment”), and 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 Nomura 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 is 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 maturity date of the term loan is August 21, 2027 and all outstanding principal is required to be paid.

The Fourth Amendment contains certain provisions related to borrowing base, including specific treatment for certain assets in the calculation of borrowing base and also includes mandatory prepayment provisions regarding asset sales.

Interest on the term loan increased to SOFR loans will accrue 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 will accrue 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.

In connection with the Fourth Nomura 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.

Prior to the Fourth Nomura Amendment, 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.

In connection with the Fourth Nomura Amendment, 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.

Interest expense on the term loan during the three months ended March 31, 2025 and 2024 was $ 2,457 and $ 6,516 , respectively.

Interest on the revolving facility, which was terminated in connection with the Fourth Nomura Amendment on September 17, 2024, was $ 497 during the three months ended March 31, 2024.

The Fourth Nomura 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.

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 is outstanding to February 3, 2026 and permits under certain conditions an additional $ 10,000 of telecommunications financing.

5 to the Credit Agreement (the “Fifth Amendment”) which 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.

6 to the Credit Agreement (the “Sixth Amendment”) which 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 Amended Credit Agreement.

There was no fee charged in connection with the Sixth Amendment.

As of September 30, 2024 and December 31, 2023, the outstanding balance on the term loan was $ 369,497 (net of unamortized debt issuance costs of $ 18,838 ) and $ 475,056 (net of unamortized debt issuance costs of $ 18,694 ), respectively.

Interest expense on the term loan during the three months ended September 30, 2024 and 2023 was $ 6,087 (including amortization of deferred debt issuance costs of $ 1,415 ) and $ 11,261 (including amortization of deferred debt issuance costs of $ 758 ), respectively, and during the nine months ended September 30, 2024 and 2023 was $ 18,776 (including amortization of deferred debt issuance costs of $ 3,567 ) and $ 26,105 (including amortization of deferred debt issuance costs of $ 1,820 ), respectively.

The interest rate on the term loan as of September 30, 2024 and December 31, 2023 was 12.13 % and 11.37 %, respectively.

The Company had an outstanding balance of zero under the revolving facility as of September 30, 2024 and December 31, 2023.

Interest on the revolving facility during the three months ended September 30, 2024 and 2023 was $ 428 (including unused commitment fees of $ 204 and amortization of deferred financing costs of $ 224 ) and $ 1,913 (including unused commitment fees of $ 52 and amortization of deferred financing costs of $ 195 ), respectively, and during the nine months ended September 30, 2024 and 2023 was $ 1,420 (including unused commitment fees of $ 688 and amortization of deferred financing costs of $ 732 ) and $ 5,396 (including unused commitment fees of $ 80 and amortization of deferred financing costs of $ 496 ), respectively.

The interest rate on the Revolving Credit Facility as of September 30, 2024 and December 31, 2023 was 11.37 %.

The borrowing base as defined in the Credit Agreement consisted of a collateral pool that includes certain of the Company's loans receivables in the amount of $ 112,454 (which was included in the "Loans receivable, at fair value" line item of $ 90,103 reported in our consolidated balance sheet at December 31, 2024) and investments in the amount of $ 228,292 (which was included in the "Securities and other investments owned, at fair value" line item of $ 282,325 reported in our consolidated balance sheet) as of December 31, 2024.

As of December 31, 2024, the outstanding balance on the term loan was $ 117,292 (net of unamortized debt issuance costs of $ 5,246 ).

As fully discussed in "Oaktree Credit Agreement" above, on February 26, 2025, the Company used proceeds from the Oaktree Credit Facility to repay the outstanding principal balance under the Credit Agreement.

BRPAC Credit Agreement

On December 19, 2018, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, UOL, and YMAX Corporation, Delaware corporations (collectively, the “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.

On December 19, 2018, BRPAC, United Online, Inc., 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 Borrowers’ U.S.

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 Borrowers, the “Credit Parties”).

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.

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 $ 185,012 , 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 September 30, 2024.

Through a series of amendments, including the most recent Fourth Amendment to the BRPAC Credit Agreement (the “Fourth Amendment”) on June 21, 2022, the Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things:

(i) the Lenders agreed to make a new $ 75,000 term loan to the Borrowers, the proceeds of which the 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 Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the Borrowers were permitted to make certain distributions to the parent company of the 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 Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement.

As of September 30, 2024 and December 31, 2023, the interest rate on the BRPAC Credit Agreement was 8.10 % and 8.46 %, respectively.

Principal outstanding under the Amended BRPAC Credit Agreement is due in quarterly installments.

The quarterly installments from December 31, 2024 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 September 30, 2024 and December 31, 2023, the outstanding balance on the term loan was $ 32,876 (net of unamortized debt issuance costs of $ 399 ) and $ 46,621 (net of unamortized debt issuance costs of $ 429 ), respectively.

Interest expense on the term loan during the three months ended September 30, 2024 and 2023 was $ 825 (including amortization of deferred debt issuance costs of $ 61 ) and $ 1,243 (including amortization of deferred debt issuance costs of $ 66 ), respectively, and during the nine months ended September 30, 2024 and 2023 was $ 2,800 (including amortization of deferred debt issuance costs of $ 185 ) and $ 4,034 (including amortization of deferred debt issuance costs of $ 210 ), respectively.

Through a series of amendments, including the most recent fourth amendment to the BRPAC Credit Agreement (the “Fourth BRPAC 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 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 BRPAC 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 30 -day Average 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, the outstanding balance on the term loan was $ 29,774 (net of unamortized debt issuance costs of $ 332 ).

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 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 Borrowers, the proceeds of which were used to repay in full the obligations under the original BRPAC Credit Agreement dated December 18, 2018 and the Lingo Credit Agreement.

In connection with the BRPAC Amended Credit Agreement, the Borrowers also made certain distributions to the parent company of the 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 Borrowers from the proceeds of such incremental term loans.

The Borrowers’ U.S.

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 modification amended the reference rate from 30 -day Average SOFR to Term SOFR.

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 Borrowers, including a pledge of (a) 100 % of the equity interests of the 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;

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 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 Borrowers consolidated total funded debt ratio as defined in the BRPAC Amended Credit Agreement.

The purpose of the refinancing was to consolidate the prior Lingo and BRPAC Credit Agreements held by subsidiaries of the Communications segment into a single debt facility.

For accounting purposes, the modification of terms was considered a troubled debt restructuring.

As the future undiscounted cash payments under the terms of the modified debt exceeded the carrying amount of the old debt on the modification date, the Company accounted for the restructuring on a prospective basis using the revised effective interest rate established under the amended agreement.

The carrying amount of the restructured debt includes variable interest rates from Term SOFR.

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.

Interest expense on the term loan during the three months ended March 31, 2025 and 2024 was $ 1,590 and $ 1,060 , respectively.

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.

2 unchanged sentences

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 is in compliance with all financial covenants in the BRPAC Amended Credit Agreement as of March 31, 2025.

NOTE 11 — SENIOR NOTES PAYABLE

Senior notes payable, net, are comprised of the following:

September 30,

2024 December 31,

6.750 % Senior notes due May 31, 2024

$ — $ 140,492

March 31, 2025 December 31, 2024

Senior Notes Payable:

6.375 % Senior notes due February 28, 2025

6 unchanged sentences

286,381 322,667

8.00 % New Notes due January 1, 2028

6.00 % Senior notes due January 31, 2028

4 unchanged sentences

Unamortized debt issuance costs ( 73 ) ( 95 )

Total Senior Notes Payable

$ 1,370,769 $ 1,530,561

The Company issued zero during the three months ended September 30, 2024 and 2023, respectively, and zero and $ 185 during the nine months ended September 30, 2024 and 2023, respectively, of senior notes.

The maturity dates of senior notes ranged from February 2025 to August 2028 pursuant to At the Market Issuance Sales Agreements with B.

Riley Securities, Inc.

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.

On February 29, 2024, the Company redeemed $ 115,492 aggregate principal amount of its 6.75 % Senior Notes due 2024 (the “ 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 January 21, 2025, the Company announced that it has called for the full redemption on February 28, 2025 (the "Redemption Date") of all the issued and outstanding 6.375 % Senior Notes due February 28, 2025 (the " 6.375 % 2025 Notes").

The redemption price is equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the Redemption Date.

In connection with the full redemption, the 6.375 % 2025 Notes, which are listed on NASDAQ under the ticker symbol “RILYM,” will be delisted from NASDAQ and cease trading on the redemption date.

As of September 30, 2024 and December 31, 2023, total senior notes outstanding was $ 1,529,681 (net of unamortized debt issue costs of $ 9,969 ) and $ 1,668,021 (net of unamortized debt issue costs of $ 13,130 ), respectively, with a weighted average interest rate of 5.62 % and 5.71 %, respectively.

As of March 31, 2025 and December 31, 2024, total senior notes outstanding was $ 1,370,769 (net of unamortized debt issue costs of $ 73 ) and $ 1,530,561 (net of unamortized debt issue costs of $ 95 ), respectively, with a weighted average interest rate of 5.55 % and 5.62 %, respectively.

Interest on senior notes is payable on a quarterly basis.

Interest expense on senior notes totaled $ 22,617 and $ 25,088 during the three months ended September 30, 2024 and 2023, respectively and $ 70,032 and $ 78,091 during the nine months ended September 30, 2024 and 2023, respectively.

Interest expense on senior notes during the three months ended March 31, 2025 and 2024 totaled $ 21,654 and $ 24,438 , respectively.

On February 28, 2025 ("the "Redemption Date"), the Company redeemed all of the $ 145,211 of 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 and unpaid interest up to, but excluding, the Redemption Date.

In connection with the full redemption, the 6.375 % 2025 Notes, which were listed on the National Association of Securities Dealers

Automated Quotations ("NASDAQ") under the ticker symbol “RILYM,” were delisted from NASDAQ and ceased trading on the redemption date.

The Company did not issue any senior notes during the three months ended March 31, 2025 and 2024.

The maturity dates of senior notes ranged from March 2026 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.

On March 26, 2025, the Company completed a private exchange transaction with an institutional investor pursuant to which the investor exchanged $ 86,309 of the Company’s 5.50 % Senior Notes due March 2026 and $ 36,745 of the Company’s 5.00 % Senior Notes due December 2026 for approximately $ 87,753 aggregate principal amount of the New Notes, whereupon the exchanged notes were cancelled.

The Company issued 351,012 warrants in conjunction with the exchange (see Note 18(b) - Common Stock Warrants for discussion of the warrants).

As the carrying amount of the debt exceeded the future undiscounted cash payments under the terms of the New Notes on the date of the exchange, the Company recorded a gain on the debt restructuring of $ 10,532 for the three months ended March 31, 2025.

The exchange represented a troubled debt restructuring.

The New Notes were recognized at a carrying value of $ 107,156 that is equal to the future undiscounted cash payments of the New Notes and no future interest expense is recognized since the effective interest rate was set to zero upon the restructuring.

The New Notes were issued pursuant to an indenture, dated as of March 26, 2025 (the “Indenture”), between the Company, certain subsidiaries of the Company, as guarantors, and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee and collateral agent, and the New Notes are unconditionally guaranteed jointly and severally by all direct and indirect wholly-owned restricted subsidiaries of the Company, subject to certain excluded subsidiaries (collectively, the “Guarantors”).

The New Notes are secured on a second lien basis, junior to the obligations under the Company’s Credit Facility, by substantially all of the assets of the Company and the Guarantors.

The New Notes mature on January 1, 2028 and accrue interest at a rate of 8.00 % per annum, payable semi-annually in arrears on April 30 and October 31, beginning on October 31, 2025.

The Company is required to pay default interest of 8.00 % on accrued interest if the Company fails to pay interest when due.

The Company has the right to redeem the New Notes at any time, in whole or in part.

If the New Notes are redeemed prior to March 26, 2026 (including bankruptcy – see events of default below), the redemption price is equal to (1) 100 % of the aggregate principal plus (2) a premium, if any, that is the excess for interest payments from the redemption date through March 26, 2026 discounted by the Treasury rate plus 50 basis points over the principal of the Notes being redeemed (the “Applicable Premium”) plus (3) any unpaid and accrued interest that excludes the redemption date.

If the New Notes are redeemed after March 26, 2026, including a tender offer, the Company may repay the New Notes at principal plus accrued and unpaid interest if any, but excluding the redemption date.

The New Notes include a change of control provision, where the holders of the New Notes have the right to require the Company to repurchase all or a portion of the New Notes at a purchase price, in cash, equal to 101 % of the principal amount thereof, plus accrued and unpaid interest if the Company does not exercise its redemption option.

The New Notes also contain certain other events of default that could result in an acceleration of the Company’s obligations under the New Notes.

In addition, if the Company or its restricted subsidiaries engage in certain asset sales and do not invest such proceeds or permanently reduce certain debt within a specified period of time, the Company may be required to use a portion of the proceeds of such asset sales above a specified threshold to make an offer to purchase the New Notes at a price equal to 100 % of the principal amount of the New Notes being purchased, plus accrued and unpaid interest.

The Indenture contains certain covenants that, among other things, limit 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.

NOTE 12 — ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

September 30,

2025 December 31,

9 unchanged sentences

Accrued expenses primarily consist of accrued trade payables, investment banking payables and legal settlements.

Other liabilities primarily consist of interest payables, customer deposits, accrued legal fees and finance lease liabilities.

Other liabilities primarily consist of interest payables, accrued legal fees and finance lease liabilities.

NOTE 13 — REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from contracts with customers by the Company's five reportable operating segments and the All Other category during the three and nine months ended September 30, 2024 and 2023 was as follows:

Segment Wealth

Segment Financial

Segment Communications

Segment Consumer Products

Segment All Other Total

Revenues for the three months ended September 30, 2024

Corporate finance, consulting and investment banking fees $ 21,316 $ — $ 23,941 $ — $ — $ — $ 45,257

Wealth and asset management fees 1,252 45,757 — — — — 47,009

Commissions, fees and reimbursed expenses 5,568 1,618 — — — — 7,186

Subscription services — — — 65,041 — — 65,041

Sale of goods — — — 1,318 49,793 4,137 55,248

Advertising and other

— — — 1,200 — 28,506 29,706

Total revenues from contracts with customers 28,136 47,375 23,941 67,559 49,793 32,643 249,447

Trading (loss) income ( 1,908 ) 670 — — — — ( 1,238 )

Fair value adjustments on loans ( 71,477 ) — — — — — ( 71,477 )

Interest income - loans 11,251 — — — — — 11,251

Interest income - securities lending 7,007 — — — — — 7,007

Other 2,301 2,014 — — — — 4,315

Total revenues $ ( 24,690 ) $ 50,059 $ 23,941 $ 67,559 $ 49,793 $ 32,643 $ 199,305

Segment Wealth

Segment Financial

Segment Communications

Segment Consumer Products

Segment All Other Total

Revenues for the three months ended September 30, 2023

Corporate finance, consulting and investment banking fees $ 67,429 $ — $ 20,225 $ — $ — $ — $ 87,654

Wealth and asset management fees 1,958 47,333 — — — — 49,291

Commissions, fees and reimbursed expenses 7,495 1,669 — — — — 9,164

Subscription services — — — 80,713 — — 80,713

Sale of goods — — — 1,638 58,391 — 60,029

Advertising and other

— — — 1,442 — 9,928 11,370

Total revenues from contracts with customers 76,882 49,002 20,225 83,793 58,391 9,928 298,221

Trading (loss) income ( 10,217 ) 490 — — — — ( 9,727 )

Fair value adjustments on loans ( 860 ) — — — — — ( 860 )

Interest income - loans 27,397 — — — — — 27,397

Interest income - securities lending 42,333 — — — — — 42,333

Other 4,031 1,873 — — — 5,904

Total revenues $ 139,566 $ 51,365 $ 20,225 $ 83,793 $ 58,391 $ 9,928 $ 363,268

Segment Wealth

Segment Financial

Segment Communications

Segment Consumer Products

Segment All Other Total

Revenues for the nine months ended September 30, 2024

Revenue from contracts with customers by the Company's five reportable operating segments and the All Other category during the three months ended March 31, 2025 and 2024 was as follows:

Markets Wealth

Management Communications Consumer Products E-Commerce All Other Total

Revenues for the three months ended March 31, 2025

Corporate finance, consulting and investment banking fees $ 17,729 $ — $ — $ — $ — $ — $ 17,729

2 unchanged sentences

Subscription services — — 62,117 — — — 62,117

Service contract revenues — — — — — — —

Sale of goods — — 1,301 42,103 3,528 523 47,455

2 unchanged sentences

Total revenues from contracts with customers 21,956 40,848 64,474 42,103 6,997 20,849 197,227

Trading (loss) income ( 52,787 ) 2,561 — — — — ( 50,226 )

Trading gains (losses), net ( 16,783 ) 612 — — — — ( 16,171 )

Fair value adjustments on loans ( 8,096 ) — — — — — ( 8,096 )

3 unchanged sentences

Total revenues $ 4,362 $ 47,278 $ 64,474 $ 42,103 $ 6,997 $ 20,849 $ 186,063

Segment Wealth

Segment Financial

Segment Communications

Segment Consumer Products

Segment All Other Total

Revenues for the nine months ended September 30, 2023

Markets Wealth

Management Communications Consumer Products All Other Total

Revenues for the three months ended March 31, 2024

Corporate finance, consulting and investment banking fees $ 50,163 $ — $ — $ — $ — $ 50,163

6 unchanged sentences

Total revenues from contracts with customers 57,475 49,944 82,366 51,522 22,097 263,404

Trading (loss) income 29,488 2,235 — — — — 31,723

Trading gains (losses), net ( 18,267 ) 600 — — — ( 17,667 )

Fair value adjustments on loans ( 12,201 ) — — — — ( 12,201 )

7 unchanged sentences

Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligation(s) are satisfied.

Receivables related to revenues from contracts with customers totaled $ 91,506 and $ 101,036 as of September 30, 2024 and December 31, 2023, respectively.

The Company had no significant impairments related to these receivables during the three and nine months ended September 30, 2024 and 2023.

The Company also has $ 10,195 and $ 12,997 of unbilled receivables included in prepaid expenses and other assets as of September 30, 2024 and December 31, 2023, respectively.

The Company’s deferred revenue primarily relates to retainer and milestone fees received from corporate finance and investment banking advisory engagements, asset management agreements, financial consulting engagements, subscription services where the performance obligation has not yet been satisfied.

Deferred revenue as of September 30, 2024 and December 31, 2023 was $ 61,354 and $ 70,575 , respectively.

The Company expects to recognize the deferred revenue of $ 61,354 as of September 30, 2024 as service and fee revenues when the performance obligation is met during the years ended December 31, 2024 (remaining three months), 2025, 2026, 2027 and 2028 in the amount of $ 40,172 , $ 10,104 , $ 4,604 , $ 2,254 , and $ 1,357 , respectively.

Receivables related to revenues from contracts with customers totaled $ 61,597 and $ 68,653 as of March 31, 2025 and December 31, 2024, respectively.

The Company had no significant impairments related to these receivables during the three months ended March 31, 2025 and 2024.

The Company also has $ 3,335 and $ 3,387 of unbilled receivables included in prepaid expenses and other assets as of March 31, 2025 and December 31, 2024, respectively.

The Company’s deferred revenue primarily relates to retainer and milestone fees received from corporate finance and investment banking advisory engagements, asset management agreements, and subscription services where the performance obligation has not yet been satisfied.

Deferred revenue as of March 31, 2025 and December 31, 2024 was $ 57,254 and $ 58,148 , respectively.

The Company expects to recognize the deferred revenue of $ 57,254 as of March 31, 2025 as service and fee revenues when the performance obligation is met during the years ended December 31, 2025 (remaining nine months), 2026, 2027, 2028 and 2029 in the amount of $ 38,210 , $ 8,617 , $ 4,424 , $ 2,047 , and $ 1,222 , respectively.

The Company expects to recognize the deferred revenue of $ 2,734 after December 31, 2029.

During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $ 6,846 and $ 9,273 , respectively, that was recorded as deferred revenue at the beginning of the respective year.

During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $ 36,633 and $ 42,739 , respectively, that was recorded as deferred revenue at the beginning of the respective year.

During the three months ended March 31, 2025 and 2024, the Company recognized revenue of $ 17,241 and $ 20,542 , respectively, that was recorded as deferred revenue at the beginning of the respective year.

Contract Costs

1 unchanged sentence

(1) costs to fulfill contracts associated with corporate finance and investment banking engagements are capitalized where the revenue is recognized at a point in time and the costs are determined to be recoverable and;

(2) commissions paid to obtain magicJack contracts which are recognized ratably over the contract term and third party support costs for magicJack and related equipment purchased by customers which are recognized ratably over the service period.

The capitalized costs to fulfill a contract were $ 6,568 and $ 7,769 as of September 30, 2024 and December 31, 2023, respectively, and are recorded in prepaid expenses and other assets in the condensed consolidated balance sheets.

For the three months ended September 30, 2024 and 2023, the Company recognized expenses of $ 1,140 and $ 1,180 related to capitalized costs to fulfill a contract, respectively.

For the nine months ended September 30, 2024 and 2023, the Company recognized expenses of $ 3,820 and $ 3,453 related to capitalized costs to fulfill a contract, respectively.

There were no significant impairment charges recognized in relation to these capitalized costs during the three and nine months ended September 30, 2024 and 2023.

(2) commissions paid to obtain magicJack contracts which are recognized ratably over the contract term

and third party support costs for magicJack and related equipment purchased by customers which are recognized ratably over the service period.

The capitalized costs to fulfill a contract were $ 5,302 and $ 5,694 as of March 31, 2025 and December 31, 2024, respectively, and are recorded in the "Prepaid expenses and other assets" line item in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2025 and 2024, the Company recognized expenses of $ 1,060 and $ 1,537 related to capitalized costs to fulfill a contract, respectively.

There were no significant impairment charges recognized in relation to these capitalized costs during the three months ended March 31, 2025 and 2024.

Remaining Performance Obligations and Revenue Recognized from Past Performance

The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less.

The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material as of September 30, 2024.

Corporate finance and investment banking fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price as of September 30, 2024.

The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material as of March 31, 2025.

During the three months ended March 31, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time was $ 90,470 and $ 138,074 and over time was $ 106,757 and $ 125,330 , respectively.

NOTE 14 — INCOME TAXES

The Company’s effective income tax rate was a provision of 10.8 % for the three months ended September 30, 2024 as compared to a benefit of 19.1 % for the three months ended September 30, 2023.

The Company’s effective income tax rate was a provision of 2.9 % for the nine months ended September 30, 2024, as compared to a provision of 6.7 % for the nine months ended September 30, 2023.

During the three months ended September 30, 2024, the Company had a provision for income taxes of $ 14,508 resulting primarily from the impact of recording a valuation allowance on deferred tax assets as of September 30, 2024.

The change in the effective tax rate compared to the prior year is primarily due to the impact of the valuation allowance recorded on deferred tax assets as of September 30, 2024.

During the nine months ended September 30, 2024, the Company had a provision for income taxes of $ 17,915 resulting primarily from the impact of a valuation allowance on deferred tax assets.

As of September 30, 2024, the Company had federal net operating loss carryforwards of $ 46,384 and state net operating loss carryforwards of $ 64,247 , respectively.

In addition one of the Company’s majority-owned subsidiaries that is not included in the Company’s consolidated federal income tax return has federal net operating loss carryforwards of $ 298,416 and state net operating loss carryforwards of $ 222,585 which have a full valuation allowance as of September 30, 2024.

The Company’s effective income tax rate was a benefit of 13.2 % for the three months ended March 31, 2025 as compared to a benefit of 25.8 % for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company had a benefit for income taxes from continuing operations of $ 3,042 resulting primarily from the impact of the release of tax contingencies this quarter.

The change in the effective tax rate compared to the prior year is primarily due to the release of uncertain tax positions and changes to the valuation allowance as of March 31, 2025.

During the three months ended March 31, 2024, the Company had a benefit for income taxes from continuing operations of $ 21,330 on $( 82,631 ) of loss on continuing operations.

As of March 31, 2025, the Company had federal net operating loss carryforwards of $ 344,508 and state net operating loss carryforwards of $ 71,248 , respectively.

The Company’s federal net operating loss carryforwards will expire in the tax years commencing on December 31, 2033, through December 31, 2038.

4 unchanged sentences

Accordingly, the Company is limited to the amount of net operating loss that may be utilized in future taxable years depending on the Company’s actual taxable income.

As of September 30, 2024, the Company believes that the existing federal and state net operating loss carryforwards will not be fully utilized in future tax periods before the loss carryforwards expire and it is more-likely-than-not that future taxable earnings will not be sufficient to realize its deferred tax assets and has provided a valuation allowance in the amount of $ 16,012 against these deferred tax assets.

In addition, the Company does not believe that it is more likely than not that the Company will be able to utilize the benefits related to foreign capital loss carryforwards and has provided a valuation allowance in the amount of $ 41,751 against these deferred tax assets.

During the three months ended September 30, 2024, the Company also performed additional analysis of deferred tax assets that relate to tax benefits

in future periods from unrealized losses on investments and loans receivable and other debt instruments.

The Company believes that it is more-likely-than-not that the Company will not be able to utilize the tax benefits from unrealized losses from these investments and loans receivable and other debt instruments and has provided valuation allowances in the amounts of $ 70,373 and $ 87,846 , respectively, against these deferred tax assets.

As of December 31, 2024, a valuation allowance in the amount of $ 311,756 has been recorded, since it is more likely than not that the Company will not be able to utilize tax benefits before they expire.

The Company reassesses the need for a valuation allowance on an ongoing basis.

The Company files income tax returns in the U.S., various state and local jurisdictions, and certain other foreign jurisdictions.

The Company is currently under audit by certain federal, state and local, and foreign tax authorities.

The Company is currently under audit by certain state, local, and foreign income tax authorities.

The audits are in varying stages of completion.

8 unchanged sentences

Diluted earnings per share is calculated by dividing (loss) income from continuing operations, (loss) income from discontinued operations, or net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period.

Remeasurements to the carrying value of the redeemable noncontrolling interests in equity of subsidiaries are not deemed to be a dividend.

According to ASC 480 - Distinguishing Liabilities from Equity , there is no impact on earnings per share in the computation of basic and diluted earnings per share to common shareholders for changes in the carrying value of the redeemable noncontrolling interests in equity, when such changes in carrying value which in substance approximates fair value.

Potential common shares that were not included in the computation of diluted loss per share because the effect was antidilutive was 2,637,588 as of September 30, 2024.

Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income per share as the effect would be anti-dilutive were 1,169,913 and 1,718,209 during the three and nine months ended September 30, 2023, respectively, because to do so would have been anti-dilutive.

Securities that could potentially dilute basic net income per share in the future that were not included in the computation of diluted net income (loss) per share as the effect would be anti-dilutive were 2,483,159 and 3,282,390 during the three months ended March 31, 2025 and 2024, respectively, because to do so would have been anti-dilutive.

Basic and diluted earnings per share were calculated as follows:

Three Months Ended September 30,

Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total

Net (loss) income $ ( 148,852 ) $ ( 138,746 ) $ ( 287,598 ) $ ( 100,049 ) $ 23,741 $ ( 76,308 )

Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 624 ( 3,825 ) ( 3,201 ) ( 3,192 ) 707 ( 2,485 )

Net (loss) income attributable to B.

Riley Financial, Inc.

( 149,476 ) ( 134,921 ) ( 284,397 ) ( 96,857 ) 23,034 ( 73,823 )

Preferred stock dividends 2,015 — 2,015 2,015 — 2,015

Net (loss) income available to common shareholders $ ( 151,491 ) $ ( 134,921 ) $ ( 286,412 ) $ ( 98,872 ) $ 23,034 $ ( 75,838 )

Nine Months Ended September 30,

Three Months Ended March 31,

Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total

Net (loss) income $ ( 19,962 ) $ 3,395 $ ( 16,567 ) $ ( 61,301 ) $ 13,347 $ ( 47,954 )

Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 397 ) ( 1,770 ) ( 2,167 ) ( 8,049 ) 2,369 ( 5,680 )

Net (loss) income attributable to noncontrolling interests ( 6,592 ) — ( 6,592 ) ( 3 ) 1,214 1,211

Net (loss) income attributable to B.

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Weighted average common shares outstanding:

6 unchanged sentences

Discontinued operations 0.11 0.40

Basic (loss) income per common share $ ( 9.39 ) $ ( 2.53 ) $ ( 25.53 ) $ ( 0.56 )

Basic loss per common share $ ( 0.39 ) $ ( 1.71 )

Diluted net (loss) income per common share:

1 unchanged sentence

Discontinued operations 0.11 0.40

Diluted (loss) income per common share $ ( 9.39 ) $ ( 2.53 ) $ ( 25.53 ) $ ( 0.56 )

Diluted loss per common share $ ( 0.39 ) $ ( 1.71 )

NOTE 16 — COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

Kahn and our investment in Freedom VCM.

For example, in light of 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.

The Company has not accrued for any such contingent liabilities, but such contingent liabilities could be realized which could have a material adverse impact on the Company’s financial condition.

On July 11, 2025, the Company’s subsidiary, BRS, received a demand letter from certain parties that invested in a special purpose entity (the “SPV”) that in turn invested in the going private transaction (the “Transaction”) in August 2023 of Franchise Group, Inc.

An arbitration demand (the “Demand”) was filed by such parties with the American Arbitration Association on October 10, 2025 against BRS and related entities (the “BR Defendants”).

The Demand alleges that the BR Defendants (i) failed to disclose certain material facts regarding FRG and the Transaction in violation of certain securities laws, (ii) committed fraud and/or civil conspiracy, and (iii) breached fiduciary duties and aided and abetted the breach of fiduciary duties.

Such investors seek rescission of the aggregate investment amount of $ 37,500 plus interest thereon and related fees and expenses.

The Company believes such claims are meritless and intends to defend such action.

On February 14, 2025, a stockholder derivative complaint was filed by Michael Marchner in the Delaware Chancery Court on behalf of the Company and against the members of the Company’s Board of Directors.

The complaint alleges that certain of the Company's officers and the board of directors (i) breached their fiduciary duties related to the Company’s involvement with Brian Kahn and subsequent legal issues, (ii) engaged in misconduct, and (iii) wasted corporate assets, including the approval of improper compensation.

The complaint alleges that certain of the Company's officers and the board of directors (i) breached their fiduciary duties related to the Company’s involvement with Mr.

Kahn and subsequent legal issues, (ii) engaged in misconduct, and (iii) wasted corporate assets, including the approval of improper compensation.

The Company believes that these claims are meritless and intends to defend this action.

On January 22, 2025, a stockholder derivative complaint was filed by James Smith in the Superior Court for Los Angeles County against the Company, certain of the Company’s executive officers and the members of the Company’s Board of Directors.

The complaint alleges that certain of the Company's officers and directors (i) breached their fiduciary duties related to the Company’s involvement with Brian Kahn and subsequent legal issues, (ii) engaged in a waste of corporate assets, and (iii) received unjust enrichment.

The complaint alleges that certain of the Company's officers and directors (i) breached their fiduciary duties related to the Company’s involvement with Mr.

Kahn and subsequent legal issues, (ii) engaged in a waste of corporate assets, and (iii) received unjust enrichment.

The Company believes that these claims are meritless and intends to defend this action.

4 unchanged sentences

The Company believes these claims are meritless and intends to defend this action.

On July 3, 2024, each of the Company and Bryant Riley, Chairman and Co-Chief Executive Officer, received a subpoena from the U.S.

Securities and Exchange Commission (the "SEC") requesting the production of certain documents and other information primarily related to (i) the Company’s business dealings with Brian Kahn, (ii) certain transactions in an unrelated public company’s securities, and (iii) the communications and related compliance and other policies and procedures of certain of its regulated subsidiaries.

On July 3, 2024, each of the Company and Bryant Riley, Chairman and Co-Chief Executive Officer, received a subpoena from the SEC requesting the production of certain documents and other information primarily related to (i) the Company’s business dealings with Mr.

Kahn, (ii) certain transactions in an unrelated public company’s securities, and (iii) the communications and related compliance and other policies and procedures of certain of its regulated subsidiaries.

On November 22, 2024, each of the Company and Mr.

10 unchanged sentences

Riley are responding to the subpoenas and are fully cooperating with the SEC.

On May 2, 2024, a putative class action was filed by Ted Donaldson in the Superior Court for the State of California, County of Los Angeles on behalf of all persons who acquired the Company’s senior notes pursuant to the shelf registration statement filed with the SEC on Form S-3 dated January 28, 2021, and the prospectuses filed and published on August 4, 2021 and December 2, 2021 (the “Note Offerings”).

The action asserts claims under §§ 11, 12, and 15 of the Securities Act

of 1933, as amended, against the Company, certain of the Company's officers and directors, and the underwriters of the Note Offerings.

The complaint alleged that defendants knew or should have known that Mr.

Kahn was engaged in illegal activities, including an alleged conspiracy to commit fraud.

On September 27, 2024, the plaintiff filed an amended complaint.

The amended complaint also asserts claims under §§ 11, 12, and 15 of the Securities Act of 1933, as amended, and alleges that defendants knew or should have known that the risk to the Company from its investments in businesses affiliated with Mr.

Kahn and loans to Mr.

Kahn and his affiliates was greater than disclosed in the offering documents used in connection with the Note Offerings.

The action asserts claims under §§ 11, 12, and 15 of the Securities Act of 1933 against the Company, some of the Company's current and former officers and directors, and the financial institutions that served as underwriters and book runners for the Offerings.

An amended complaint was filed on September 27, 2024.

The amended complaint alleges that the offering documents failed to advise investors that Brian Kahn and/or one or more of his controlled entities was engaged in illicit business activities, that the Company, despite the foregoing, continued to finance transactions for Kahn, eventually enabling him and others to take FRG private, and that the foregoing was reasonably likely to draw regulatory scrutiny and reputational harm to the Company.

The Company believes these claims are meritless and intends to defend this action.

1 unchanged sentence

Federal District Court, Central District of California, against the Company, Mr.

Riley, Tom Kelleher and Phillip Ahn (“Defendants”).

Riley, Tom Kelleher and Phillip Ahn.

The purported class includes persons and entities that purchased shares of the Company’s common stock between May 10, 2023 and November 9, 2023.

The complaint alleges that (a) the Company failed to disclose to investors that (i) Mr.

Kahn, had been implicated in a conspiracy to defraud third party investors, and (ii) the Company financed Mr.

Kahn and others in connection with a going private transaction involving FRG, and (b) as a result of the foregoing, the Company engaged in securities fraud in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

A second putative class action lawsuit was filed on March 15, 2024 by the KL Kamholz Joint Revocable Trust (“Kamholz”).

This complaint asserts similar allegations as the Coan complaint and covers an alleged class period between February 28, 2022 and November 9, 2023.

The Kamholz complaint further alleges that Defendants knew or should have known that Mr.

Kahn was engaged in illegal activities, including a conspiracy to commit fraud, and nonetheless proceeded with the FRG going-private transaction.

On August 8, 2024, the Court entered an order consolidating the two actions.

On August 8, 2024, this matter was consolidated with the Kamholz matter and an amended complaint was then filed on April 21, 2025.

The amended complaint alleges that the Company failed to disclose to investors material financial details concerning a going private transaction involving FRG, and that the Company made false or misleading statements concerning the Company’s lending practices, its high concentration of risk in transactions involving Mr.

Kahn and his affiliates, the condition and composition of the Company’s loan portfolio, the Company’s due diligence and risk management procedures, and the Company’s level of concern and internal scrutiny concerning Mr.

Kahn after it learned he was potentially implicated in a fraud involving an unrelated third party.

The amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The Company cannot estimate the amount of potential liability, if any, that could arise from these matters and believes these claims are meritless and intends to defend these actions.

On September 21, 2023, the Company received a demand alleging that certain payments in the aggregate amount of approximately $ 32,166 made by Sorrento Therapeutics, Inc.

On September 21, 2023, BRCC, a wholly owned subsidiary of the Company, received a demand alleging that certain payments to BRCC in the aggregate amount of approximately $ 32,166 made by Sorrento Therapeutics, Inc.

(“Sorrento”), a chapter 11 debtor in U.S.

Bankruptcy Court, Southern District of Texas, to B.

Riley Commercial Capital, LLC (“BRCC”), pursuant to that certain Bridge Loan Agreement dated September 30, 2022 between Sorrento and BRCC, are avoidable as preferential transfers.

The parties have entered into a tolling agreement.

The Company believes the Sorrento Unsecured Creditors Committee’s preference claims lack merit, and the Company intends to assert its statutory defenses to defeat the claim.

Bankruptcy Court, Southern District of Texas (the “Court”), pursuant to that certain Bridge Loan Agreement dated September 30, 2022 between Sorrento and BRCC, are avoidable as preferential transfers (the “Alleged Preferences”).

On June 16, 2025, the liquidating trustee (the “Trustee”) on behalf of the Sorrento Liquidating Trust filed a complaint with the Court in an adversary proceeding seeking to avoid and recover the Alleged Preferences.

On September 12, 2025, the Court denied BRCC’s motion to dismiss.

The Company believes that the liquidating trustee’s claims lack merit and intends to continue to assert its statutory defenses to defeat such claims.

In light of the significant factual issues to be resolved with respect to the asserted claims and other proceedings described above and uncertainties regarding unasserted claims described above, at the present time reasonably possible losses cannot be estimated with respect to the asserted and unasserted claims described in the preceding paragraphs.

(b) Babcock & Wilcox Commitments and Guarantees

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 Babcock & Wilcox Enterprises, Inc.

(“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 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.

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.

On June 30, 2021, the Company agreed to guaranty (the “Cash Collateral Provider Guaranty”) up to $ 110,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with a debt financing for B&W.

2 unchanged sentences

B&W has agreed to reimburse the Company to the extent the Cash Collateral Provider Guaranty is called upon.

As of December 31, 2023, the Cash Collateral Provider Guaranty was in respect of up to $ 90,000 of B&W obligations after B&W made paydowns of

$ 10,000 during the year ended December 31, 2023.

As of September 30, 2024, the Cash Collateral Provider Guaranty was up to zero of B&W obligations after B&W made paydowns of $ 88,350 during the nine months ended September 30, 2024.

During the year ended December 31, 2024, B&W paid all of the obligations owed under the Cash Collateral Provider Guaranty and there are no amounts outstanding under this guarantee at December 31, 2024.

On December 22, 2021, the Company entered into a general agreement of indemnity in favor of one of B&W’s sureties.

4 unchanged sentences

In consideration for providing the indemnity rider, B&W paid the Company fees in the amount of $ 600 on August 26, 2020.

During the period ended September 30, 2024 and December 31, 2023, the indemnity rider was reduced to $ 2,997 and $ 5,994 .

On May 10, 2023, the Company entered into certain agreements pursuant to which the Company had, among other things, agreed to provide certain equity funding and other support in connection with the acquisition (the “Acquisition”) by Freedom VCM, Inc., a Delaware corporation (the “Parent”), of FRG.

The Company entered into an Equity Commitment Letter with Freedom VCM (“TopCo”), the parent company of the Parent, and the Parent, pursuant to which the Company agreed to provide to TopCo, at or prior to the closing of the Acquisition, an amount equal to up to $ 560,000 in equity financing.

The Company and FRG also entered into a Limited Guarantee in favor of FRG, pursuant to which the Company agreed to guarantee to FRG the due and punctual payment, performance and discharge when required by Parent or its subsidiary to FRG of certain liabilities and obligations of the Parent or such subsidiary.

On August 21, 2023, in connection with the completion of the Acquisition and the Company's portion of the equity financing, the Company's obligations pursuant to the Equity Commitment Letter and Limited Guarantee were satisfied and the Company was paid the $ 16,500 fee pursuant to the Equity Commitment Letter and Limited Guarantee and the Company has no current commitment or guarantees related to FRG.

(d) Other Commitments

During the period ended December 31, 2024, the indemnity rider was reduced to $ 2,997 , which remained outstanding at March 31, 2025.

In the normal course of business, the Company enters into commitments to its clients in connection with capital raising transactions, such as firm commitment underwritings, equity lines of credit, or other commitments to provide financing on specified terms and conditions.

These commitments require the Company to purchase securities at a specified price or otherwise provide debt or equity financing on specified terms.

Securities underwriting exposes the Company to market and credit risk, primarily in the event that, for any reason, securities purchased by the Company cannot be distributed at the anticipated price and to balance sheet risk in the event that debt or equity financing commitments cannot be syndicated.

With respect to one of the Company’s investments, a wholly owned subsidiary of the Company entered into an agreement whereby the subsidiary may be required, commencing in August 2027 and expiring in August 2028, to purchase additional equity capital at fair value which was originally valued at $ 15,000 .

NOTE 17 — SHARE-BASED PAYMENTS

(a) Employee Stock Incentive Plans

Under the 2021 Stock Incentive Plan (the “2021 Plan”), share-based compensation expense for restricted stock units under the Company’s 2021 Plan was:

Under the 2021 B.

Riley Stock Incentive Plan (the “2021 Plan”), share-based compensation expense for restricted stock units under the Company’s 2021 Plan was:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Share-based compensation expense for restricted stock units for continuing operations $ 3,009 $ 7,541

1 unchanged sentence

Total share-based compensation expense for restricted stock units $ 3,225 $ 8,374

During the nine months ended September 30, 2024, in connection with employee stock incentive plans, the Company granted 1,223,263 restricted stock units with a grant date fair value of $ 16,181 .

During the nine months ended September 30, 2023, in connection with employee stock incentive plans, the Company granted 537,168 restricted stock units with a grant date fair value of $ 20,496 .

During the three months ended March 31, 2025, in connection with employee stock incentive plans, the Company did not grant any restricted stock units.

Share based compensation expense is recorded in the "Selling, general and administrative expenses" line item in the unaudited condensed consolidated statements of operations.

The Company began settling equity-classified restricted stock units in cash and as a result of the past practice, the restricted stock units were reclassified to a liability during the period.

The change in classification was accounted for as a modification under ASC 718, Compensation - Stock Compensation .

The grant date fair value of the original equity award exceeded the fair value of the modified liability award;

therefore, the Company continues to recognize compensation

expense based on the grant date fair value of the original award and no additional compensation expense was recognized.

Further, the changes in fair value of the liability at the end of the reporting period do not impact earnings.

The modification was recognized by a reclassificatio n of $ 2,138 of additional paid-in capital to a liability.

The liability represents the fair value of the restricted stock units that have not been settled through the balance sheet date for which the requisite services have been provided by the employees.

The fair value of the liability at each balance sheet date is determined based on the Company’s stock price.

For the three months ended March 31, 2025, the Company settled $ 1,862 of restricted stock units in cash and as of March 31, 2025 , the liability was $ 565 , which is recorded in the "Accrued expenses and other liabilities" line item in the unaudited condensed consolidated balance sheet.

During the three months ended March 31, 2024, in connection with employee stock incentive plans, the Company granted 1,223,263 restricted stock units with a grant date fair value of $ 16,181 .

The restricted stock units generally vest over a period of one to five years based on continued service.

Performance based restricted stock units generally vest based on both the employee’s continued service and the achievement of a set threshold of the Company’s common stock price, as defined in the grant, during the two to three-year period following the grant.

In determining the fair value of restricted stock units on the grant date, the fair value is adjusted for (a) estimated forfeitures, (b) expected dividends based on historical patterns and the Company’s anticipated dividend payments over the expected holding period and (c) the risk-free interest rate based on U.S.

In determining the fair value of restricted stock units on the grant date, the fair value is adjusted for expected dividends based on historical patterns and the Company’s anticipated dividend payments over the expected holding period and the risk-free interest rate based on U.S.

Treasuries for a maturity matching the expected holding period.

(b) Employee Stock Purchase Plan

In connection with the Company’s Employee Stock Purchase Plan (the “Purchase Plan”), share based compensation was:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Share-based compensation expense for Employee Stock Purchase Plan for continuing operations $ 64 $ 114 $ 340 $ 485

Share-based compensation expense for Employee Stock Purchase Plan for discontinued operations 8 18 39 71

Total share-based compensation expense for Employee Stock Purchase Plan $ 72 $ 132 $ 379 $ 556

As of September 30, 2024 and December 31, 2023, there were 236,949 , shares reserved for issuance under the Purchase Plan.

Since October 30, 2018, the Company’s Board of Directors has authorized annual share repurchase programs of up to $ 50,000 of its outstanding common shares.

All share repurchases were effected on the open market at prevailing market prices or in privately negotiated transactions.

During the nine months ended September 30, 2024, the Company repurchased zero shares of its common stock.

During the nine months ended September 30, 2023, the Company repurchased 1,452,831 shares of its common stock for $ 53,688 , which represents an average price of $ 36.95 per common share.

In connection with the Company’s Employee Stock Purchase Plan (the “Purchase Plan”), there was no share based compensation expense during the three months ended March 31, 2025.

During the three months ended March 31, 2024, share based compensation expense totaled $ 237 , of which $ 191 was recorded in continuing operations and $ 46 was recorded in discontinued operations.

Share based compensation expense is recorded in the "Selling, general and administrative expenses" line item in the unaudited condensed consolidated statements of operations.

As of March 31, 2025 and December 31, 2024, there were 236,949 , shares reserved for issuance under the Purchase Plan.

On March 10, 2025, the Company’s majority-owned subsidiary approved the BRSH Stock Incentive Plan which allows for issuance of up to 4,000,000 restricted stock awards of BRSH.

On March 10, 2025, BRSH issued 1,873,600 restricted stock awards, representing approximately 10.0 % of the equity of BRSH, to employees and officers with a grant date fair value of $ 21,657 in conjunction with the acquisition of the shell corporation as more fully described in see Note 2(n) - Noncontrolling Interests.

The grant date fair value of the BRSH restricted stock awards was determined using the same discounted cash flows method and market value approach that was utilized to value the BRSH share issued to owners of the shell corporation as more fully described in Note 2(n) - Noncontrolling Interests with an additional discount of 17.5 % for the lack of marketability due to the service condition of the restricted stock awards vesting over a period of up to five years.

The restricted stock awards vest over a period of four to five years based on continued service.

The restricted stock awards vest for common stock of BRSH and increase the noncontrolling interest in BRSH, when vested.

During the three months ended March 31, 2025, share-based compensation expense of $ 293 related to the BRSH restricted stock awards was recorded in the "Selling, general and administrative expenses" line item in the unaudited condensed consolidated statements of operations.

NOTE 18 — STOCKHOLDERS' EQUITY

(a) Common Stock

In November 2023, the Company's previous share repurchase program for common stock was reauthorized by the Board of Directors for share repurchases up to $ 50,000 , which allowed for the repurchase of common shares and expired in October 2024.

The shares repurchased under the program are retired.

In November 2023, the share repurchase program was reauthorized by the Board of Directors for share repurchases up to $ 50,000 of the Company's outstanding common shares and the reauthorized program expired in October 2024.

Amounts purchased prior to November 2023 relate to the previously authorized share repurchase program.

As of September 30, 2024 and December 31, 2023, $ 34,206 remain available for common share repurchases under the share repurchase program.

On July 28, 2023, the Company issued 2,090,909 shares of common stock through a public offering at a price of $ 55.00 per share for net proceeds of $ 114,507 after underwriting fees and costs.

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of its common stock.

(b) Common Stock Warrants

On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the “BR Brands Warrants”) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC.

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 expire in February 2025.

All of the BR Brands Warrants were vested and exercisable in 2021 on the second anniversary of the acquisition of the majority ownership interest in BR Brand Holdings LLC.

In April 2024, 200,000 shares of the Company's common stock were issued in connection with the exercise of warrants for cash in the amount of $ 653 .

As of September 30, 2024 and December 31, 2023, zero and 200,000 BR Brands warrants were outstanding, respectively.

(d) Preferred Stock

During the nine months ended September 30, 2024 and 2023, the Company issued zero depository shares of the Series A Preferred Stock.

There were 2,834 shares issued and outstanding as of September 30, 2024 and December 31, 2023.

Total liquidation preference for the Series A Preferred Stock as of September 30, 2024 and December 31, 2023 was $ 70,854 .

Dividends on the Series A preferred paid during the nine months ended September 30, 2024 and 2023 were $ 0.4296875 per depository share.

During the nine months ended September 30, 2024 and 2023, the Company issued zero and 18 depository shares of the Series B Preferred Stock, respectively.

There were 1,729 shares issued and outstanding as of September 30, 2024 and December 31, 2023.

Total liquidation preference for the Series B Preferred Stock as of September 30, 2024 and December 31, 2023 was $ 43,228 .

Dividends on the Series B preferred paid during the nine months ended September 30, 2024 and 2023 were $ 0.4609375 per depository share.

In connection with the Oaktree Credit Agreement, on February 26, 2025 (refer to Note 10 - Term Loans and Revolving Credit Facility), the Company issued seven-year warrants to certain affiliates of Oaktree Capital Management, L.P.

(the “Holders”) to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s Common Stock at an exercise price of $ 5.14 per share.

The Warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the Holders would be entitled to exercise the Warrants for up to 19.9 % of the then-outstanding shares of common stock.

The warrants were classified as a liability.

At inception, on February 26, 2025 the fair value of the warrants were $ 7,860 and the fair value of the warrants were $ 5,160 at March 31, 2025 (see Note 2(l) - Fair Value Measurements).

The warrant liability of $ 5,160 at March 31, 2025 is included in other liabilities in Note 12 - Accrued Expenses and Other Liabilities and the change in value of the warrant liability of $ 2,700 during the three months ended March 31, 2025 is included in the "Change in fair value of financial instruments and other" line item in the unaudited condensed consolidated statements of operations.

On March 26, 2025, in conjunction with the senior note debt exchange (refer to Note 11 - Senior Notes Payable), the Company issued seven-year warrants to the investors to purchase up to 351,012 shares of common stock at an exercise price of $ 10.00 .

The warrants contain certain anti-dilution provisions and upon exercise, the warrant holders are entitled to dividends and distributions as if the warrant had been exercised in full prior to the dividend or distribution date.

The warrants were classified within stockholder’s equity.

At inception, the value of the warrants was $ 863 .

The estimated fair value was determined using the Black-Scholes Option Pricing Model which uses the following inputs:

value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock.

The expected volatility is an significant unobservable level III input with a value of 75.0 %.

There were 2,834 shares of the Series A Preferred Stock issued and outstanding as of March 31, 2025 and December 31, 2024.

The total liquidation preference for the Series A Preferred Stock as of March 31, 2025 and December 31, 2024 was $ 72,071 (inclusive of cumulative unpaid dividends of $ 1,218 ) and $ 70,854 , respectively.

There were no dividends declared or paid on the Series A Preferred Stock during the three months ended March 31, 2025.

During the three months ended March 31, 2024 dividends paid on the Series A Preferred Stock were $ 0.4296875 per depository share.

On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series A Preferred Stock.

Unpaid dividends will accrue until paid in full.

There were 1,729 shares of the Series B Preferred Stock issued and outstanding as of March 31, 2025 and December 31, 2024.

The total liquidation preference for the Series B Preferred Stock as of March 31, 2025 and December 31, 2024 was $ 44,025 (inclusive of cumulative unpaid dividends of $ 797 ) and $ 43,228 , respectively.

There were no dividends declared or paid on the Series B Preferred Stock during the three months ended March 31, 2025.

During the three months ended March 31, 2024 dividends paid on the Series B Preferred Stock were $ 0.4609375 per depository share.

On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series B Preferred Stock.

Unpaid dividends will accrue until paid in full.

NOTE 19 — NET CAPITAL REQUIREMENTS

2 unchanged sentences

As such, they are subject to the minimum net capital requirements promulgated by the SEC.

As of September 30, 2024, BRS had net capital of $ 72,379 , which was $ 69,538 in excess of required minimum net capital of $ 2,841 ;

As of March 31, 2025, BRS had net capital of $ 49,255 , which was $ 47,118 in excess of required minimum net capital of $ 2,137 ;

and BRWM had net capital of $ 17,082 , which was $ 15,621 in excess of required minimum net capital of $ 1,461 .

4 unchanged sentences

In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds.

Management fees from the Funds during the three months ended September 30, 2024 and 2023 totaled $ 6 and $ 1,392 , respectively, and during the nine months ended September 30, 2024 and 2023 totaled $ 149 and $ 2,086 , respectively.

As of September 30, 2024 and December 31, 2023, amounts due from related parties were $ 189 and $ 172 , respectively, of which $ 189 and $ 172 , respectively, were due from the Funds for management fees and other operating expenses.

As of September 30, 2024 and December 31, 2023, amounts due to related parties were $ 4,112 and $ 2,480 , respectively, of which $ 3,553 and $ 2,480 , respectively, related to bebe’s rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services.

As of September 30, 2024, $ 559 were due to certain of the Company's brand investments from Nogin for sales transactions settled by Nogin as part of its e-commerce related services to the Company’s brand investments.

During the three and nine months ended September 30, 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,176 and $ 3,701 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 3,877 and $ 10,636 , respectively.

During the three and nine months ended September 30, 2024, Nogin recognized revenues of $ 559 and $ 2,314 from clients that are part of the Company’s brand investments.

Management fees from the Funds during the three months ended March 31, 2024 totaled $ 115 .

There were no management fees from the funds during 2025.

As of March 31, 2025 and December 31, 2024, amounts due from related parties were $ 438 and $ 189 , respectively, of which $ 41 , was due from the Funds for management fees and other operating expenses at December 31, 2024.

As of March 31, 2025 and December 31, 2024, amounts due to related parties were $ 1,782 and $ 3,404 , respectively, of which $ 1,782 and $ 2,764 , respectively, related to bebe’s rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services.

During the three months ended March 31, 2025, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,217 , and inventory purchases by bebe from Freedom VCM totaled $ 2,861 .

During the three months ended March 31, 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,290 , and inventory purchases by bebe from Freedom VCM totaled $ 3,539 .

In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P.

(“Whitehawk”), a limited partnership controlled by Mr.

Ahn, who is the brother of Phil Ahn, the Company’s Chief Financial Officer and Chief Operating Officer.

Ahn, who is the brother of one of the Company's executive officer's who was the Company’s Chief Financial Officer and Chief Operating Officer during the three months ended March 31, 2025.

Whitehawk has agreed to provide investment advisory services for GACP I, L.P.

and GACP II, L.P.

During the three months ended September 30, 2024 and 2023, management fees paid for investment advisory services by Whitehawk were zero .

During the nine months ended September 30, 2024 and 2023, management fees paid for investment advisory services by Whitehawk were $ 1,237 and $ 1,142 , respectively.

On February 1, 2024, one of the Company's loans receivable with a principal amount of $ 4,521 was sold to a fund managed by Whitehawk for $ 4,584 .

During the three months ended March 31, 2024, management fees paid for investment advisory services by Whitehawk were $ 1,237 .

There were no management fees paid to Whitehawk during the three months ended March 31, 2025.

The Company periodically participates in loans and financing arrangements for which the Company has an equity ownership and representation on the board of directors (or similar governing body).

2 unchanged sentences

Babcock and Wilcox

B&W is a related party as a result of the Company’s equity investment as more fully described in Note 2(k) - Securities and Other Investments Owned and Securities Sold Not Yet Purchased for which the Company is deemed to have significant influence.

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.

2 unchanged sentences

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 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 and the Executive Consulting Agreement with B&W was terminated.

Young entered into a one-year consulting agreement concurrently to provide services to the Company, pursuant to which he will be paid an annual fee of $ 250 paid monthly.

During the three months ended September 30, 2024 and 2023, the Company earned $ 1,061 and zero , respectively, and during the nine months ended September 30, 2024 and 2023, the Company earned $ 2,778 and zero , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities.

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 Kenny Young entered into a one year consulting agreement to provide services to the Company, pursuant to which he will be paid an annual fee of $ 250 paid on a monthly basis, subject to deduction of damages, fees and expenses that he may owe to the Company pursuant to this agreement.

The Agreement expired on September 20, 2025 in accordance with its original terms.

During the three months ended March 31, 2025 and 2024, the Company earned $ 836 and $ 748 , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities which are included in services and fees in the unaudited condensed consolidated statements of operations.

The Company is also a party to indemnification agreements for the benefit of B&W and the B.

Riley Guaranty, each as disclosed above in Note 16 - Commitments and Contingencies.

The Arena Group Holdings, Inc.

(fka the Maven, Inc.)

The Company had loans receivable due from The Arena Group Holdings, Inc.

(fka the Maven, Inc.) (“Arena”) included in loans receivable, at fair value of $ 98,729 as of December 31, 2022.

On August 31, 2023, the Arena loan was amended for an additional $ 6,000 loan receivable with interest payable at 10.0 % per annum and a maturity date of December 31, 2026.

Two of the Company's members of senior management were members of the board of directors of Arena.

On December 1, 2023, the Company sold its equity interest in Arena for $ 16,576 at a gain of $ 3,315 and its outstanding loans receivable for $ 78,796 at a loss of $ 28,919 .

Following the completion of the sale, two of the Company's members of senior management resigned from the board of directors of Arena and Arena is no longer a related party.

Interest income on the loan receivable was $ 3,100 and $ 8,971 during the three and nine months ended September 30, 2023, respectively.

There were no fees earned from Arena by the Company during the three and nine months ended September 30, 2023.

Applied Digital

On May 20, 2023, the Company entered into a loan agreement with Applied Digital (“APLD”).

The chief executive officer of APLD was also a member of senior management of the Company.

As of December 31, 2023, APLD had paid off its outstanding loan receivable balance with the Company, and the Company had an unfunded loan commitment with APLD of $ 5,500 .

On February 5, 2024, the loan was terminated and no commitments remain.

Applied Digital is a related party as a result of the chief executive officer of Applied Digital (“APLD”) being a member of senior management of one of the Company's subsidiaries until February 5, 2024.

Another member of senior management of one of the Company's subsidiaries whose departure from the Company was on March 31, 2025 was also a

member of the board of directors of APLD.

As of December 31, 2023, the Company had an unfunded loan commitment with APLD of $ 5,500 which was terminated on February 5, 2024.

After the departure of the member of senior management of one of the Company's subsidiaries on March 31, 2025 who was on the board of directors of APLD, APLD is no longer a related party.

California Natural Resources Group, LLC

California Natural Resources Group, LLC (“CalNRG”) was a related party as a result of the Company's approximately 25.0 % equity ownership.

CalNRG had a credit facility with a third party bank (the “CalNRG Credit Facility”) and the Company had guaranteed CalNRG’s obligations, up to $ 7,375 , under the CalNRG Credit Facility.

On May 23, 2024, the Company sold its equity interest in CalNRG for $ 9,272 resulting in a realized gain of $ 254 , and no commitments remain.

Freedom VCM Holdings, LLC

On May 10, 2023, the Company entered into certain agreements pursuant to which the Company had, among other things, agreed to provide certain equity funding and other support as part of the FRG take-private transaction as previously discussed in Note 2(i).

The Company entered into an Equity Commitment Letter with Freedom VCM, pursuant to which the Company agreed to provide up to $ 560,000 in equity financing at or prior to the closing of the FRG take-private transaction.

On August 21, 2023, in connection with the completion of the FRG take-private transaction, the Company's obligations pursuant to the Equity Commitment Letter and Limited Guarantee were satisfied.

Upon closing the acquisition on August 21, 2023, the Company was paid an equity commitment fee of $ 16,500 which is included in services and fees revenues.

At the time of the Company's equity investment on August 21, 2023, the Company's chief executive officer became a member of the board of directors of Freedom VCM.

On August 21, 2023, the Company purchased an equity interest in Freedom VCM for $ 216,500 , which resulted in a total equity interest of $ 281,144 and a 31 % voting interest and representation on the board of directors of Freedom VCM as part of the FRG take-private transaction as previously discussed in Note 2(i).

On August 21, 2023, FRG completed its take-private transaction.

Upon the closing of that transaction, subsidiaries of the Company had a total equity interest in Freedom VCM of $ 281,144 , representing a 31 % voting interest and representation on the board of directors of Freedom VCM.

The $ 281,144 equity interest consisted of an equity interest purchased in the take-private transaction of $ 216,500 and the roll-over of $ 64,644 of shares in FRG into additional equity interests in Freedom VCM.

As part of the FRG take-private transaction, certain members of management of Freedom VCM, which are related parties to Freedom VCM, exchanged their equity interest in FRG for a combined 35 % voting interest in Freedom VCM, of which Mr.

3 unchanged sentences

Kahn (who was also CEO and a board member of Freedom VCM) in Freedom VCM to secure the loan to an affiliate of Mr.

Kahn as more fully described in Note 2(h).

Subsequent to September 30, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024 which impacts the fair value of this equity investment.

The change in fair value of the Freedom VCM equity investment was an unrealized loss of $ 63,674 and $ 287,043 for the three and nine months ended September 30, 2024.

In connection with the FRG take-private transaction, all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to Freedom VCM Receivables (a subsidiary of Freedom VCM), for a purchase price of $ 58,872 which resulted in a loss of $ 78 on August 21, 2023.

In connection with the sale, Freedom VCM Receivables assumed the obligations with respect to the Pathlight Credit Agreement as more fully discussed in Note 11 and as consideration for the purchase price, 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.

Payments of principal and interest on the note are limited solely to the performance of certain receivables held by BRRII.

Freedom VCM and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the "Freedom VCM Bankruptcy Cases") on November 3, 2024 which impaired this equity investment, and it was written-off during the year ended December 31, 2024.

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 Freedom VCM Receivables (a subsidiary of Freedom VCM), for a purchase price of $ 58,872 .

In connection with the sale, 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, with payments of principal and interest limited solely to the performance of certain receivables held by BRRII.

Principal and interest is payable based on the collateral without recourse to Freedom VCM Receivables, which includes the performance of certain consumer credit receivables.

This loan receivable was measured at fair value in the amount of $ 9,310 and $ 42,183 as of September 30, 2024 and December 31, 2023.

Interest income on the loan receivable was $ 1,538 and $ 5,930 during the three and nine months ended September 30, 2024, respectively.

Interest income on the loan receivable was $ 1,173 during the three and nine months ended September 30, 2023.

On October 9, 2024, the Promissory Note was cancelled and certain of the receivables owned by BRRII were transferred to BRRI, all in accordance with the terms of that certain amended and restated funding agreement, dated December 18, 2023, by and among Freedom VCM Interco Holdings, Inc., Freedom VCM Receivables, Inc., BRRII, the Company and certain other parties thereto.

As more fully described in Note 2(h), the Company also has a related party loan receivable with a fair value of approximately $ 3,141 and $ 20,624 at September 30, 2024 and December 31, 2023 from home-furnishing retailer W.S.

On October 9, 2024, the promissory note was cancelled and certain of the receivables owned by BRRII were transferred to B.

Riley Receivables, LLC, a wholly owned subsidiary of the Company, all in accordance with the terms of that certain amended and restated funding agreement, dated December 18, 2023, by and among Freedom VCM Interco Holdings, Inc., Freedom VCM Receivables, Inc., BRRII, the Company and certain other parties thereto.

This loan was sold on February 7, 2025 as such we no longer owned the loan at March 31, 2025.

This loan receivable was measured at fair value in the amount of $ 3,913 as of December 31, 2024.

Interest income on this loan receivable was $ 2,154 during the three months ended March 31, 2024.

There was no interest income on this loan receivable during the three months ended March 31, 2025.

The Company also had a related party loan receivable with a fair value of approximately $ 2,169 at December 31, 2024, from home-furnishing retailer W.S.

Badcock Corporation (“Badcock”) that is collateralized by consumer finance receivables of Badcock.

These consumer finance receivables were acquired from Badcock in multiple purchases beginning in December 2021.

On December 18, 2023, Badcock was sold by Freedom VCM to Conn’s and the Company loaned Conn’s $ 108,000 pursuant to the Conn’s Term Loan which bears interest at an aggregate rate per annum equal to the Term SOFR Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on February 20, 2027.

On December 18, 2023, Badcock was sold by Freedom VCM to Conn’s, and a subsidiary of the Company loaned Conn’s $ 108,000 pursuant to the Conn’s Term Loan which bears interest at an aggregate rate per annum equal to the Term SOFR Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on 8.00 %.

On February 14, 2024, the Company collected $ 15,000 of principal payments which reduced the loan balance to $ 93,000 .

Badcock now operates as a wholly owned subsidiary of Conn’s.

During the three and nine months ended September 30, 2024, interest income on these loans totaled zero and $ 7,538 , respectively.

The commencement of the Chapter 11 Cases constitute an event of default that accelerated the obligations under the Conn’s Term Loan.

The commencement of the Chapter 11 Cases by Conn's and certain of its subsidiaries in July 2024 constituted an event of default that accelerated the obligations under the Conn’s Term Loan.

As of the date of the filing of the Chapter 11 Cases, $ 93,000 in outstanding borrowings existed under the Conn’s Term Loan.

1 unchanged sentence

These loan receivables are reported as related party loan receivables due to the Company’s related party relationship with Freedom VCM and Freedom VCM’s ability to exercise influence over Conn’s as a result of the equity consideration Freedom VCM received from the sale of Badcock to Conn’s on December 18, 2023.

On June 27, 2024, Conn’s entered into a Consulting Agreement, as subsequently amended on July 19, 2024 (the “Consulting Agreement”), with an affiliate of the Company.

Pursuant to the Consulting Agreement, Conn’s engaged the Company to sell merchandise and furniture, fixtures, & equipment (“FF&E”) as well as additional goods at Conn’s and Badcock stores, headquarters, distribution centers, and cross-dock locations.

The Company will receive a fee of 1.75 % of

the gross proceeds of merchandise sold where the gross recovery on cost thresholds is below 105 % of cost, 2.0 % of the gross proceeds of merchandise sold where the gross recovery on cost thresholds is between 105.1 % of cost and 109.9 % of cost, and 2.25 % of the gross proceeds of merchandise sold where the gross recovery on cost thresholds is 110 % of cost or more.

The Company will also receive a fee equal to 15 % of the gross proceeds of FF&E sales and 92.5 % of the gross proceeds from the sale of additional goods.

In connection with the Chapter 11 Cases, the Consulting Agreement was assumed by the Conn’s debtors on an interim basis, and on August 22, 2024, the Consulting Agreement was assumed by the Conn’s debtors on a final basis.

During the three months ended March 31, 2024, interest income on these loans totaled $ 4,151 .

There was no interest income on these loans during the three months ended March 31, 2025.

On June 27, 2024 and amended on July 19, 2024, Conn’s entered into a Consulting Agreement (the “Consulting Agreement”), with a then subsidiary of the Company.

Pursuant to the Consulting Agreement, Conn’s engaged the Company's subsidiary to sell merchandise and furniture, fixtures, & equipment as well as additional goods at Conn’s and Badcock stores, headquarters, distribution centers, and cross-dock locations.

The Consulting Agreement was assumed by the Conn's debtors in connection with the Chapter 11 Cases.

On November 15, 2024, the Company sold the subsidiary that provided the consulting services to Conn's in connection with the Great American Group transaction and, accordingly, included in discontinued operations for Great American Group (see Note 3) are $ 26,106 in revenues from services and fees earned from the Consulting Agreement for the period through November 15, 2024.

Vintage Capital Management - Brian Kahn

Simultaneously with the completion of the FRG take-private transaction, one of our subsidiaries and VCM, an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes our subsidiary the aggregate principal amount of $ 200,506 and bears interest at the rate of 12.00 % 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.

As discussed above, in connection with the completion of the FRG take-private transaction, one of the Company's subsidiaries and VCM, an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”).

The Amended and Restated Note in the aggregate principal amount of $ 200,506 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 required 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 and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of August 21, 2023.

Interest income was $ 3,409 and $ 15,573 during the three and nine months ended September 30, 2024, respectively.

Interest income was $ 2,740 during the three and nine months ended September 30, 2023.

Kahn and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of the closing of the FRG Take-private transaction.

The fair value of the Freedom VCM equity interest owned by Mr.

Kahn and his spouse was zero and $ 232,065 as of September 30, 2024 and December 31, 2023, respectively.

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 of the loan $ 2,250 at September 30, 2024 has been determined based on the underlying collateral for this loan which is primarily comprised of other securities.

The fair value adjustment on the VCM loan receivable was $( 54,333 ) and $( 222,718 ) for the three and nine months ended September 30, 2024.

The fair value of the underlying collateral for this loan decreased to a fair value of $ 2,154 at February 7, 2025.

The $ 2,154 is comprised of other public securities.

In light of the Company’s determination that the repayment of the Amended and Restated Note will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral provided by Mr.

Kahn and his spouse being in Freedom VCM equity interests, the Company has determined that both VCM and Mr.

Kahn are related parties as of September 30, 2024 and December 31, 2023.

Kahn and his spouse was zero as of December 31, 2024.

On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code which impacted the Freedom FVM equity interest which served as the collateral for this loan receivable.

After the impairment of the collateral related to the Freedom equity interest, the fair value of the loan was $ 2,057 at December 31, 2024 which was determined based on the remaining collateral for this loan which is primarily comprised of other securities.

Fair value adjustments on the VCM loan receivable were an increase of $ 276 and a decrease of $( 17,238 ) during the three months ended March 31, 2025 and 2024, respectively.

In light of the Company’s determination that any repayment of the Amended and Restated Note would have been paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying Freedom VCM equity interest collateral provided by Mr.

Kahn and his spouse, the Company has determined that both VCM and Mr.

Kahn are related parties as of March 31, 2025 and December 31, 2024.

Interest income was $ 6,082 during the three months ended March 31, 2024.

There was no interest income during the three months ended March 31, 2025.

Torticity, LLC

Torticity is a related party as a result of the Company’s equity ownership in the limited liability company and B.

Riley’s representation on the Board of Directors (board representation through January 12, 2025).

On November 2, 2023, the Company agreed to lend up to $ 15,369 to Torticity, LLC, of which $ 6,690 was drawn upon with $ 8,679 remaining, with interest payable of 15.0 % per annum and a maturity date of November 2, 2026.

Interest income was $ 1,281 and $ 3,746 during the three and nine months ended September 30, 2024, respectively.

One of the Company's members of senior management is on the board of directors of Torticity.

The loan receivable had a fair value of $ 17,986 and $ 6,791 as of September 30, 2024 and December 31, 2023, respectively, and is included in the Company's loans receivable, at fair value in the condensed consolidated balance sheets.

Interest income was $ 1,209 during the three months ended March 31, 2024.

The fair value of the entire loan receivable was impaired with no fair value at December 31, 2024.

Subsequent to December 31, 2024, there were amendments to the loan;

however, the entire loan remained impaired with no fair value at March 31, 2025 and there has been no interest income on the loan receivable during 2025.

Kanaci Technologies, LLC

On November 21, 2023, the Company agreed to lend up to $ 10,000 to Kanaci Technologies, LLC (“Kanaci”), of which $ 4,000 was drawn upon with $ 6,000 remaining, with interest payable of 15.0 % per annum and a maturity date of June 30, 2026.

Interest income was $ 1,244 and $ 2,088 during the three and nine months ended September 30, 2024.

Interest income was $ 368 during the three months ended March 31, 2024.

In June 2023, one of the Company's members of senior management was appointed to the board of directors of Kanaci.

The loan receivable in the amount of $ 11,453 was converted to equity on September 30, 2024.

At December 31, 2023, the loan receivable with a fair value of $ 3,904 is included in loans receivable, at fair value in the condensed consolidated balance sheets.

On March 2, 2021, the Company purchased a $ 2,400 minority equity interest in Dash Medical Holdings, LLC ("Dash") and one of the Company's members of senior management was appointed to the board of directors of Dash.

On June 13, 2024, the Company sold its equity interest in Dash for $ 2,760 , resulting in a realized gain of $ 360 .

In December 2024, the Company earned an advisory fee of $ 2,650 for services in connection with sale of Q-mation, Inc.

where one of the board of directors of the Company is the president of Q-mation, Inc.

On March 10, 2023, the Company sold a loan receivable including accrued interest in the amount of $ 7,600 to two related parties.

BRC Partners Opportunity Fund, LP (“BRCPOF”) purchased $ 3,519 of the loan receivable including accrued interest and 272 Capital L.P.

(“272LP”) purchased $ 4,081 of the loan receivable including accrued interest;

the partnerships are private equity funds managed at the time of the transaction by one of the Company’s subsidiaries.

Our executive officers and members of our board of directors have a 58.2 % financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 24.9 % in the BRCPOF as of September 30, 2024 and December 31, 2023.

Our executive officers and members of our board of directors had a 15.3 % financial interest in the 272LP as of December 31, 2023.

On February 5, 2024, the Company sold its interest in 272LP and 272 Advisors, LLC for a promissory note of $ 2,000 plus additional revenue sharing up to $ 4,100 , which is based on future management fees earned.

Great American Holdings, LLC

GA Holdings is a related party as a result of the Company's equity investment as fully described in Note 2(m) - Equity Method Investment and B.

Riley’s representation on the Board of Directors.

Upon closing the Great American Transaction on November 15, 2024, the Company had loans receivable outstanding for three retail liquidation engagements from GA Holdings in the amount of $ 15,000 .

The three loans receivable are due and payable upon completion of the retail liquidation engagements and do not accrue interest on the outstanding balance.

Two of the loans receivable were paid in full prior to December 31, 2024, and the remaining loan receivable had an outstanding balance of $ 1,339 at December 31, 2024.

The loan receivable was subsequently paid off during the three months ended March 31, 2025.

The Company also provided GA Holdings with a $ 25,000 secured revolving credit facility upon closing the Great American Transaction on November 15, 2024 which had an initial outstanding balance of $ 1,698 .

As subsequently amended, the revolving commitment was revised to $ 40,000 for the period March 10, 2025 to June 30, 2025 and reduced back to $ 25,000 from July 1, 2025 until the maturity date.

The secured revolving credit facility is secured by all of the assets of GA Holdings and accrues interest at the annual rate of SOFR plus 4.75 % (weighted average rates of 9.05 % and 9.27 % as of March 31, 2025 and December 31, 2024, respectively).

Interest income recorded on the loan receivable was $ 307 during the three months ended March 31, 2025.

The loan matures on November 15, 2025.

The outstanding balance on the secured revolving credit facility was $ 27,898 and $ 1,698 at March 31, 2025 and December 31, 2024, respectively.

On October 16, 2025, all outstanding amounts due and owing under this facility were repaid in full to BRF and the facility was terminated.

During the three months ended March 31, 2025, the Company provided services to GA Holdings in accordance with a transition services agreement for accounting, information technology and other administration services and recorded fee revenues for these services in the amount of $ 1,131 .

At March 31, 2025 and December 31, 2024, amounts due from GA Holdings for these services totaled $ 438 and $ 121 , respectively.

GA Joann Retail Partnership, LLC

GA Joann Retail Partnership, LLC, formed in February 2025, is a related party as a result of the Company’s equity investment as more fully described in Note 2(m) - Equity Method Investment for which the Company is deemed to have significant influence.

On February 27, 2025 , BRF, along with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC for an aggregate commitment of $ 52,000 , of which BRF is committed to $ 24,653 .

The credit agreement bears interest at 10.00 % to be paid monthly as payment-in-kind and capitalized into the outstanding principal balance and has a maturity date of November 26, 2025 .

Interest income recorded on the loan receivable was $ 214 during the three months ended March 31, 2025 .

This loan receivable was paid in full on April 7, 2025.

The Company often provides consulting or investment banking services to raise capital for companies in which the Company has significant influence through equity ownership, representation on the board of directors (or similar governing body), or both.

During the three months ended September 30, 2024 and 2023, the Company earned $ 601 and $ 2,439 of fees related to these services, respectively.

During the nine months ended September 30, 2024 and 2023, the Company earned $ 1,325 and $ 3,253 of fees related to these services, respectively.

During the three months ended March 31, 2025 and 2024, the Company earned $ 657 and $ 179 of fees related to these services, respectively.

The Company’s executive officers and members of the Company’s board of directors had a 15.3 % financial interest in the 272LP for the period January 1, 2024 through February 5, 2024.

After the sale on February 5, 2024, the Company’s executive officers and members of the Company’s board of directors no longer had a financial interest in the 272LP.

The Company established BRC Trust on January 6, 2025, for the purpose of transferring and liquidating the assets of BRCPOF.

After the formation of the BRC Trust, BRCPOF transferred its assets and liabilities to the BRC Trust.

The Company determined the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company which owns 13.4 % and related parties of the Company which includes executive officer's and members of the board of directors of the Company owning 58.2 % of the equity interest in the Trust.

As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidated the BRC Trust upon its formation.

NOTE 21 — BUSINESS SEGMENTS

The Company’s business is classified into five reportable operating segments:

the Capital Markets segment, Wealth Management segment, Financial Consulting segment, Communications segment, and Consumer Products segment.

These reportable segments are all distinct businesses, each with a different marketing strategy and management structure.

During the fourth quarter of 2023, management reassessed the Company's previously reported Consumer segment due to organizational changes and financial information provided to the CODM.

These changes resulted in Targus’ operations being reported on a stand alone basis in the Consumer Products segment and the operations related to brand licensing that was previously reported in the Consumer segment being reported in the All Other Category that is reported with Corporate and Other.

The Great American Group discontinued operations, as discussed in Note 4, resulted in changes to the Financial Consulting segment and the elimination of the Auction and Liquidation segment as of September 30, 2024.

As a result of the changes discussed above, the Company has recast the financial data for the segments and reporting of the All Other Category for all periods presented.

The Company reports segment information based on the various industries the Company operates and how the businesses are managed.

These businesses are aggregated into operating segments in a manner that reflects how the Company views the business activities.

The Company’s businesses are operated by separate local management and certain of the Company’s businesses are grouped together when they operate within a similar industry, comprising similarities in products and services, customers, and production processes, and when considered together, may be managed in accordance with one or more investment or operational strategies specific to those businesses.

The Company’s five reportable segments reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance.

The individuals comprising the role of CODM are the Company’s two Co-Chief Executive Officer’s and the Company’s Chief Financial Officer, who collectively use segment operating income or loss as a measure of a segment’s profit or loss.

The segment information the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources.

Accordingly, asset information is not provided by reportable segment.

The measure of assets is reported on the unaudited condensed consolidated balance sheets as total assets.

Revenues by segment represent amounts earned on the various services offered within each reportable segment.

Our significant operating expenses regularly provided to the CODM and used to assess segment performance and determine the deployment of capital are classified as employee compensation and benefits expense, professional services, occupancy-related costs, other selling, general and administrative expenses, restructuring charge, depreciation and amortization, and impairment of goodwill and intangible assets.

Employee compensation and benefits expense consists of salaries, payroll taxes, benefits, incentive compensation payable as commissions and cash bonus awards, and share based compensation for equity awards.

Occupancy-related costs consists of office rent, technology and communication costs, and other office expenses.

Professional services expense consists of legal, accounting, audit and other consulting expenses.

Restructuring charges include expenses related to reorganization and consolidation activities which includes, among other, reductions in workforce and facility closures.

Depreciation and amortization expense consists of depreciation expense for property and equipment and amortization of intangible assets.

The balance of our operating expenses (other selling, general and administrative expenses) includes costs for travel, marketing and business development, and other operating expenses.

Comparable prior year information has been recast to reflect the additional disclosure of employee compensation and benefits by segment, professional services by segment, occupancy-related costs by segment, and other selling, general and administrative expenses by segment, as well as to reflect discontinued operations presentation as described in Note 3 - Discontinued Operations and Assets Held for Sale.

The following is a summary of certain financial data for each of the Company’s reportable segments:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Capital Markets segment:

Revenues - Services and fees $ 25,205 $ 60,347

Trading (loss) income ( 1,908 ) ( 10,217 ) ( 52,787 ) 29,488

Trading gains (losses), net ( 16,783 ) ( 18,267 )

Fair value adjustment on loans ( 8,096 ) ( 12,201 )

2 unchanged sentences

Total revenues 4,362 89,823

Selling, general and administrative expenses ( 30,453 ) ( 62,898 ) ( 133,483 ) ( 174,479 )

Impairment of tradenames — — — ( 1,733 )

Employee compensation and benefits ( 22,231 ) ( 39,058 )

Professional services ( 2,253 ) ( 995 )

Occupancy-related costs ( 2,092 ) ( 2,052 )

Other selling, general and administrative expenses ( 14,570 ) ( 11,119 )

Interest expense - Securities lending and loan participations sold ( 719 ) ( 35,383 )

5 unchanged sentences

Total revenues 47,278 51,782

Selling, general and administrative expenses ( 48,234 ) ( 47,891 ) ( 145,439 ) ( 143,177 )

Restructuring charge — — — ( 61 )

Depreciation and amortization ( 1,045 ) ( 1,075 ) ( 3,148 ) ( 3,243 )

Segment income (loss) 780 2,399 4,127 2,414

Financial Consulting segment:

Revenues - Services and fees 23,941 20,225 69,383 52,325

Selling, general and administrative expenses ( 19,705 ) ( 17,843 ) ( 56,277 ) ( 42,932 )

Employee compensation and benefits ( 33,670 ) ( 40,420 )

Professional services ( 409 ) ( 472 )

Occupancy-related costs ( 3,482 ) ( 3,255 )

Other selling, general and administrative expenses ( 6,987 ) ( 4,901 )

Depreciation and amortization ( 1,006 ) ( 1,055 )

6 unchanged sentences

Cost of goods sold ( 1,517 ) ( 1,359 )

Selling, general and administrative expenses ( 16,665 ) ( 21,655 ) ( 54,136 ) ( 64,440 )

Employee compensation and benefits ( 7,144 ) ( 9,131 )

Professional services ( 949 ) ( 965 )

Occupancy-related costs ( 2,025 ) ( 2,591 )

Other selling, general and administrative expenses ( 5,749 ) ( 5,230 )

Restructuring charge — ( 263 )

4 unchanged sentences

Cost of goods sold ( 31,629 ) ( 36,880 )

Selling, general and administrative expenses ( 14,959 ) ( 16,214 ) ( 45,602 ) ( 51,990 )

Employee compensation and benefits ( 9,903 ) ( 10,443 )

Professional services ( 1,175 ) ( 1,793 )

Occupancy-related costs ( 1,450 ) ( 1,584 )

Other selling, general and administrative expenses ( 1,175 ) ( 1,705 )

Depreciation and amortization ( 1,912 ) ( 1,997 )

Restructuring charge — ( 526 )

Impairment of goodwill and tradenames — ( 35,500 ) ( 27,681 ) ( 35,500 )

Segment loss ( 5,141 ) ( 3,406 )

E-Commerce segment:

Revenues - Services and fees 3,469 —

Revenues - Sale of goods 3,528 —

Total revenues 6,997 —

Direct cost of services ( 1,552 ) —

Cost of goods sold ( 3,131 ) —

Employee compensation and benefits ( 3,153 ) —

Professional services ( 2,141 ) —

Occupancy-related costs ( 642 ) —

Other selling, general and administrative expenses ( 2,454 ) —

Depreciation and amortization ( 38 ) —

Segment loss ( 6,114 ) —

Consolidated operating (loss) income from reportable segments ( 38,049 ) 6,769

4 unchanged sentences

Cost of goods sold ( 456 ) ( 588 )

Corporate and other expenses ( 45,817 ) ( 24,429 ) ( 114,071 ) ( 68,761 )

Employee compensation and benefits ( 5,247 ) ( 6,054 )

Professional services ( 657 ) ( 597 )

Occupancy-related costs ( 1,005 ) ( 2,680 )

Other selling, general and administrative expenses ( 6,082 ) ( 2,884 )

Depreciation and amortization ( 1,410 ) ( 1,083 )

Revenues - Services and fees 1,130 —

Employee compensation and benefits ( 10,638 ) ( 13,452 )

Professional services ( 10,639 ) ( 11,286 )

Occupancy-related costs ( 1,627 ) ( 1,965 )

Other selling, general and administrative expenses 2,160 6,706

Depreciation and amortization ( 152 ) ( 151 )

Operating loss ( 61,477 ) ( 16,019 )

Interest income 1,486 663

Dividend income 135 3,004

Realized and unrealized (losses) gains on investments ( 22,197 ) ( 77,287 ) ( 212,362 ) ( 77,020 )

Realized and unrealized losses on investments

( 14,500 ) ( 34,924 )

Change in fair value of financial instruments and other 922 —

Income from equity investments 6 ( 308 ) 12 ( 175 )

Gain on sale and deconsolidation of businesses 80,841 314

Gain on senior note exchange 10,532 —

Loss from equity investments ( 552 ) ( 4 )

Loss on extinguishment of debt ( 10,427 ) —

Interest expense:

Capital Markets segment ( 49 ) ( 156 )

Communications segment ( 1,653 ) ( 2,610 )

Consumer Products segment ( 417 ) ( 1,431 )

E-Commerce segment ( 396 ) —

Corporate and other ( 27,449 ) ( 31,468 )

Interest expense ( 29,964 ) ( 35,665 )

Loss from continuing operations before income taxes ( 23,004 ) ( 82,631 )

Provision for income taxes ( 14,508 ) 23,638 ( 17,915 ) ( 3,045 )

Benefit from income taxes 3,042 21,330

Loss from continuing operations ( 19,962 ) ( 61,301 )

(Loss) income from discontinued operations, net of income taxes ( 138,746 ) 23,741 ( 123,827 ) 32,543

Income from discontinued operations, net of income taxes 3,395 13,347

Net loss ( 16,567 ) ( 47,954 )

Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests ( 3,201 ) ( 2,485 ) ( 2,167 ) ( 5,680 )

Net (loss) income attributable to B.

Net (loss) income attributable to noncontrolling interests ( 6,592 ) 1,211

Net loss attributable to B.

Riley Financial, Inc.

1 unchanged sentence

Preferred stock dividends 2,015 2,015

Net (loss) income available to common shareholders $ ( 286,412 ) $ ( 75,838 ) $ ( 773,211 ) $ ( 16,329 )

Net loss available to common shareholders $ ( 11,990 ) $ ( 51,180 )

The following table presents revenues by geographical area:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

Services and fees

North America $ 158,839 $ 214,081

Trading (loss) income

Trading gains (losses), net

North America ( 16,171 ) ( 17,667 )

20 unchanged sentences

The following table presents long-lived assets, which consists of property and equipment, net, by geographical area:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Long-lived Assets - Property and Equipment, net:

6 unchanged sentences

NOTE 22 — SUBSEQUENT EVENTS

Brands Transaction

On October 25, 2024, our wholly-owned subsidiary, B.

Riley Brand Management, entered into a Transfer and Contribution Agreement and Secured Financing, dated October 25, 2024, by and between B.

Riley Brand Management (“Holdings”) and BR Funding Holdings 2024-1, LLC, a Delaware limited liability company and, prior to the consummation of the transactions described herein, a wholly-owned subsidiary of Holdings, pursuant to which, among other things, B.

Riley Brand Management transferred and contributed its limited liability company interests in (i) BR Brand Holdings LLC, a New York limited liability company, (ii) HRLY Brand Management LLC, a Delaware limited liability company, (iii) Justice Brand Management LLC, a New York limited liability company, and (iv) S&S Brand Management LLC, a New York limited liability company, to BR Funding Holdings 2024-1, LLC.

Additionally, in connection with the Transfer and Contribution Agreement, bebe entered into a membership interest purchase agreement, dated October 25, 2024, by and among bebe, HBN 120, LLC, a Delaware limited liability company (“Buyer”), BB Brand Holdings, and BKST Brand Management, pursuant to which, among other things, bebe sold its limited liability company interests in the bebe Brands to Buyer.

The assets and liabilities related to the brand assets that are a party to the Secured Financing transaction and sale transaction by bebe are included in assets held for sale and liabilities held for sale and the operations of these businesses are included in income (loss) from discontinued operations as more fully described in Note 4.

Great American Group Transaction

On November 15, 2024 the Company and BR Financial, consummated the transactions contemplated by an equity purchase agreement involving the Company’s Appraisal and Valuation Services, Retail, Wholesale & Industrial Solutions and Real Estate businesses, dated October 13, 2024, by and among Investor 1, Investor 2, and Investor 3, Great American NewCo, and certain other parties identified therein, with respect to the ownership of Great American NewCo by the Investors and the Company.

The Investors are affiliates of Oaktree Capital Management, L.P.

At the Closing, (i) the Investors received (a) all of the outstanding Class A Preferred Units A and (b) Common Units of Great American NewCo representing 52.6 % of the issued and outstanding common limited liability units in Great American NewCo.

Upon closing the Equity Purchase Agreement on November 15, 2024, B.

Riley will record a gain of approximately $ 235,000 and the operations of Great American NewCo will be deconsolidated since B.

Riley will no longer have control and will a non-controlling equity investment ownership interest of 44.2 % of the common units along with the Preferred B units described in Note 4.

The assets and liabilities of the Company’s Appraisal and Valuation Services, Retail, Wholesale & Industrial Solutions and Real Estate businesses are included in assets held for sale and liabilities held for sale and the operations of these businesses are included in income (loss) from discontinued operations as more fully described in Note 4.

Wealth Management

On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s traditional (W-2) Wealth Management business to Stifel Financial Corp.

("Stifel") for estimated net consideration of $ 27,000 to $ 35,000 in cash.

Subject to the terms of the agreement, the final consideration will be based on the number of advisors that join Stifel at closing, among other things.

The transaction is expected to include up to 15 % of the wealth management advisors, along with the associated customer accounts.

The accounts managed by these advisors represents up to $ 4.5 billion total assets

under management (AUM) as of September 30, 2024.

The transaction has been approved by the Board of Directors of the Company and is subject to the receipt of required regulatory approvals and other customary closing conditions.

It is expected to close early in the second quarter of 2025.

Exchange of Senior Notes

As discussed in more detail in Note 11 - Senior Notes Payable, from April 7, 2025 to July 11, 2025, the Company completed four private exchange transactions with institutional investors pursuant to which aggregate principal amounts of Exchanged Notes of approximately $ 29,535 of the 5.50 % Senior Notes due March 2026, $ 2,061 of the 6.50 % Senior Notes Payable due September 2026, $ 109,703 of the 5.00 % Senior Notes due December 2026, $ 51,135 of the Company’s 6.00 % Senior Notes due January 2028, and $ 39,485 of the 5.25 % Senior Notes due August 2028 owned by the investors were exchanged for approximately $ 140,670 aggregate principal amount of newly-issued New Notes, whereupon the Exchanged Notes were cancelled.

Sale of GlassRatner and Farber

On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of its wholly owned subsidiary, GlassRatner and 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements