What changed in this filing

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Item 5. Other Information

2025-11-18 compared with 2025-02-21 · 37 added, 42 removed, 30 unchanged (72% of the section changed)

Other Information .

Nasdaq Stock Market LLC letter dated February 19, 2025

On February 19, 2025, B.

Riley Financial, Inc.

(the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that the Company did not meet the terms of the exception granted to file the From 10-Q for the period ended September 30, 2024 by February 17, 2025 to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company expects that it will regain compliance with the Rule with the filing of this Form 10-Q for the period ended September 30, 2024.

Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan and 401(k) plan and have made, and may from time to time make, elections to have shares withheld upon the vesting of restricted stock units to cover withholding taxes, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

As of the date of this filing, none of the Company’s officers or directors has implemented a 10b5-1 trading plan.

The exhibits filed as part of this Quarterly Report are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference.

2 unchanged sentences

Description Form Exhibit Filing Date

Series A Certificate of Correction to the Company's Certificate of Designation of 6.875% Series A Preferred Stock

Series B Certificate of Correction to the Company's Certificate of Designation of 7.375% Series B Preferred Stock

10.1 Transfer and Contribution Agreement, dated October 25, 2024, between B.

Riley Brand Management, LLC and BR Funding Holdings 2024-1, LLC.

8-K 2.1 10/31/2024

10.2 Membership Interest Purchase Agreement, dated October 25, 2024, by and among bebe stores, inc., HBN 120, LLC, BB Brand Holdings, LLC and BKST Brand Management, LLC.

8-K 2.2 10/31/2024

10.3 Equity Purchase Agreement, dated October 13, 2024, by and among OCM SSF III Great American PT, L.P.

, Opps XII Great American Holdings, LLC , VOF Great American Holdings, L.P., BR Financial Holdings, LLC , on behalf of itself and as seller's representative , John Bankert , Ken Bloore , Michael Marchlik , Great American Holdings, LLC, and, solely for purposes of Section 9.14 therein, B.

Riley Financial, Inc.

8-K 2.1 11/21/24

Amendment No.

4 to Nomura Credit Agreement, dated September 17, 2024

Amendment No.

5 to Nomura Credit Agreement, dated December 9, 2024

Amended and Restated Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California dated as of January 6, 2025.

Credit Agreement, among B.

Riley Financial, Inc., BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of February 26, 2025.

10.1 3/4/2025

Amendment No.

6 to Nomura Credit Agreement, dated January 1, 2025

Second Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated August 19, 2024

Third Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 3, 2024

Fourth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 13, 2024

Fifth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 27, 2024

Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated August 22, 2024

Eighth Amendment to BRPI Acquisition Co LLC.

and Banc of California Credit Agreement, dated September 6, 2024

Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 13, 2024

Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 20, 2024

Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 30, 2024

Eighth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated August 22, 2024

Ninth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 6, 2024

Tenth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 20, 2024

Eleventh Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 30, 2024

Kenny Young Consulting Services Agreement , dated September 20, 2024

1 to Credit Agreement, amo ng B.

Riley Financial, Inc .

, BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of March 24 , 2025.

10.4 Form of Warrant, for warrants issued to RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree Copley Investments, LLC, OPPS XII Broker E Holdings, L.P.

and OCM SSF III Broker Debt Holdings, L.P in connection with the Credit Agreement, dated February 26, 2025.

10.2 3/4/2025

Registration Rights Agreement among B.

Riley Financial, Inc., and RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, OPPS XII Broker E Holdings, L.P., and OCM SSF III Broker Debt Holdings, L.P, dated as of February 26, 2025.

10.3 3/4/2025

Membership Interest Purchase Agreement by and among Atlantic Coast Recycling Holdings, Inc., Atlantic Coast Recycling, LLC, a Atlantic Coast Recycling of Ocean County, LLC, and ReVal Group, LLC, B.

Riley Financial, Inc., BR Financial Holdings, LLC, B.

Riley Environmental Holdings, LLC, BRF Investments, LLC, Mario Gigante, InfraNext Partners Holdings, LLC, Alan Milton, Bruce Papp, Provident Trust Group - Robert Deutschman Roth IRA, Robert Deutschman, Roger Shapiro and Christian Morgan dated as of March 1, 2025.

Indenture, by and among B.

Riley Financial, Inc.

and GLAS Trust Company LLC, as trustee and collateral agent, governing the issuance by B.

Riley Financial Inc.

of 8.00% Senior Secured Second Lien Notes due January 2028, dated as of March 26, 2025.

10.1 4/1/2025

Form of 8.00% Senior Secured Second Lien Note due 2028.

10.2 4/1/2025

Form of Warrant, for warrants issued to Holbrook Income Fund, dated March 26, 2025.

10.3 4/1/2025

Registration Rights Agreement, by and between B.

Riley Financial, Inc.

and Holbrook Income Fund, dated as of March 26, 2025.

10.4 4/1/2025

31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

18 unchanged sentences

# Management contract or compensatory plan or arrangement.

Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

§ In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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

Riley Financial, Inc.

February 21, 2025

/s/ PHILLIP J.

Chief Financial Officer and

Chief Operating Officer

November 18, 2025

/s/ SCOTT YESSNER

Scott Yessner

Chief Financial Officer

(Principal Financial Officer)

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 5. Other Information