What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-12-15 compared with 2025-11-18 · 738 added, 465 removed, 1557 unchanged (44% of the section changed)

9 unchanged sentences

Due from clearing brokers 45,380 30,713

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)

Securities and other investments owned (includes $ 172,135 and $ 215,225 at fair value as of June 30, 2025 and December 31, 2024, respectively (1)

242,352 282,325

Securities borrowed 72,320 43,022

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

Accounts receivable, net of allowance for credit losses of $ 6,022 and $ 6,100 as of June 30, 2025 and December 31, 2024, respectively

61,233 68,653

Due from related parties 185 189

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)

Loans receivable, at fair value (includes $ 19,370 and $ 51,902 from related parties as of June 30, 2025 and December 31, 2024, respectively)

48,980 90,103

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

Prepaid expenses and other assets (includes $ 75 and $ 3,449 from related parties as of June 30, 2025 and December 31, 2024, respectively) (1)

219,972 242,916

30 unchanged sentences

1,000,000 shares authorized;

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

4,563 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

and liquidation preference of $ 118,112 and $ 114,082 as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

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

30,597,066 and 30,499,931 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 595,432 589,387

7 unchanged sentences

Total liabilities and deficit $ 1,545,223 $ 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)).

(1) At June 30, 2025, the balance sheet includes cash of $ 365 , securities and other investments owned, at fair value of $ 503 , prepaid and other expenses of $ 3,800 , accrued expenses and other liabilities of $ 253 and noncontrolling interest of $ 3,826 of consolidated variable interest entities (Note 2 (o) ).

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

1 unchanged sentence

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Operations (Loss)

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

Three Months Ended

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

June 30, Six Months Ended

2025 2024 2025 2024

Services and fees (includes $ 5,121 and $ 3,119 for the three months ended June 30, 2025 and 2024 and $ 7,849 and $ 5,398 for the six months ended June 30, 2025 and 2024 from related parties, respectively)

$ 145,772 $ 202,909 $ 304,611 $ 416,990

Trading gains (losses), net 27,680 ( 31,321 ) 11,509 ( 48,988 )

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)

Fair value adjustments on loans (includes $( 992 ) and $( 177,618 ) for the three months ended June 30, 2025 and 2024 and $( 3,137 ) and $( 196,743 ) for the six months ended June 30, 2025 and 2024 from related parties, respectively)

800 ( 175,582 ) ( 7,296 ) ( 187,783 )

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

Interest income - loans (includes $ 475 and $ 13,439 for the three months ended June 30, 2025 and 2024 and $ 1,171 and $ 27,403 for the six months ended June 30, 2025 and 2024 from related parties, respectively)

3,853 18,508 7,049 40,643

Interest income - securities lending 2,124 24,798 2,964 62,607

6 unchanged sentences

Restructuring charge (Note 5) 321 20 321 809

Impairment of goodwill and tradenames 1,500 27,681 1,500 27,681

Interest expense - Securities lending and loan participations sold 1,968 23,313 2,687 58,696

Total operating expenses 214,487 327,465 462,027 641,074

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

Operating income (loss) 10,815 ( 232,580 ) ( 50,662 ) ( 248,599 )

Other income (expense):

1 unchanged sentence

Dividend income 122 460 257 3,464

Realized and unrealized losses on investments ( 14,500 ) ( 34,924 )

Realized and unrealized gains (losses) on investments 10,216 ( 155,241 ) ( 4,284 ) ( 190,165 )

Change in fair value of financial instruments and other 11,884 — 12,806 —

1 unchanged sentence

Gain on senior note exchange 44,454 — 54,986 —

Loss from equity investments ( 552 ) ( 4 )

Loss on extinguishment of debt ( 10,427 ) —

Income from equity investments 25,603 10 25,051 6

(Loss) gain on extinguishment of debt ( 10,266 ) 120 ( 20,693 ) 120

Interest expense ( 23,952 ) ( 33,534 ) ( 53,916 ) ( 69,199 )

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

Benefit from income taxes 3,042 21,330

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

Income (loss) from continuing operations before income taxes 74,740 ( 419,968 ) 51,736 ( 502,599 )

Provision for income taxes ( 3,053 ) ( 29,183 ) ( 11 ) ( 7,853 )

Income (loss) from continuing operations 71,687 ( 449,151 ) 51,725 ( 510,452 )

Income from discontinued operations, net of income taxes 69,312 15,370 72,707 28,717

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

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

Net loss attributable to B.

Net income (loss) 140,999 ( 433,781 ) 124,432 ( 481,735 )

Net income (loss) attributable to noncontrolling interests 1,528 ( 177 ) ( 5,064 ) 1,034

Net income (loss) attributable to B.

Riley Financial, Inc.

1 unchanged sentence

Preferred stock dividends 2,015 2,015 4,030 4,030

Net loss available to common shareholders $ ( 11,990 ) $ ( 51,180 )

Basic net (loss) income per common share:

Net income (loss) available to common shareholders $ 137,456 $ ( 435,619 ) $ 125,466 $ ( 486,799 )

Basic net income (loss) per common share:

Continuing operations $ 2.23 $ ( 14.83 ) $ 1.73 $ ( 17.02 )

Discontinued operations 2.27 0.48 2.38 0.89

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

Diluted net (loss) income per common share:

Basic income (loss) per common share $ 4.50 $ ( 14.35 ) $ 4.11 $ ( 16.13 )

Diluted net income (loss) per common share:

Continuing operations $ 2.23 $ ( 14.83 ) $ 1.73 $ ( 17.02 )

Discontinued operations 2.27 0.48 2.38 0.89

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

Diluted income (loss) per common share $ 4.50 $ ( 14.35 ) $ 4.11 $ ( 16.13 )

Weighted average basic common shares outstanding 30,527,835 30,352,054 30,512,757 30,170,819

6 unchanged sentences

Three Months Ended

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

Other comprehensive loss:

June 30, Six Months Ended

2025 2024 2025 2024

Net income (loss) $ 140,999 $ ( 433,781 ) $ 124,432 $ ( 481,735 )

Other comprehensive income (loss):

Change in cumulative translation adjustment 1,158 ( 1,244 ) 671 ( 5,116 )

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

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

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

Comprehensive loss attributable to B.

Other comprehensive income (loss), net of tax 1,158 ( 1,244 ) 671 ( 5,116 )

Total comprehensive income (loss) 142,157 ( 435,025 ) 125,103 ( 486,851 )

Comprehensive income (loss) attributable to noncontrolling interests 1,528 ( 177 ) ( 5,064 ) 1,034

Comprehensive income (loss) attributable to B.

Riley Financial, Inc.

5 unchanged sentences

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

For the Three Months Ended March 31, 2025 and 2024

For the Three Months Ended June 30, 2025 and 2024

Preferred Stock Common Stock Additional

2 unchanged sentences

Income (Loss) Noncontrolling

Interests Total Equity

Shares Amount Shares Amount

Balance, April 1, 2025 4,563 $ — 30,497,066 $ 3 $ 591,207 $ ( 1,080,971 ) $ ( 7,056 ) $ 42,847 $ ( 453,970 )

Common stock issued, in connection with employment agreement — — 100,000 — 295 — — — 295

Warrants issued — — — — 737 — — — 737

Share based payments — — — — 3,193 — — — 3,193

Share based payments in equity of subsidiary — — — — — — — 1,277 1,277

Dividend forfeitures on unvested equity awards — — — — — 257 — — 257

Net income — — — — — 139,471 — 1,528 140,999

Distributions to noncontrolling interests — — — — — — — ( 3,249 ) ( 3,249 )

Other comprehensive loss — — — — — — 1,158 — 1,158

Balance, June 30, 2025

4,563 $ — 30,597,066 $ 3 $ 595,432 $ ( 941,243 ) $ ( 5,898 ) $ 42,403 $ ( 309,303 )

Balance, April 1, 2024 4,563 $ — 30,095,303 $ 3 $ 579,647 $ ( 347,558 ) $ ( 3,643 ) $ 71,208 $ 299,657

Vesting of restricted stock and other, net of shares withheld for employer taxes — — 167,725 — ( 1,966 ) — — — ( 1,966 )

Common stock issued upon exercise of warrants — — 200,000 — 653 — — — 653

Common stock issued in extinguishment of senior notes — — 36,903 — 1,011 — — — 1,011

Share based payments — — — — 6,112 — — — 6,112

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

Dividends on common stock ($ 0.50 per share)

— — — — — ( 15,768 ) — — ( 15,768 )

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 — — — — — ( 433,604 ) — ( 177 ) ( 433,781 )

Distributions to noncontrolling interests — — — — — — — ( 903 ) ( 903 )

Contributions from noncontrolling interests — — — — — — — 454 454

Acquisition of noncontrolling interests — — — — — — — 4,651 4,651

Other comprehensive loss — — — — — — ( 1,244 ) — ( 1,244 )

Balance, June 30, 2024

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

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

For the Six Months Ended June 30, 2025 and 2024

Preferred Stock Common Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive

Income (Loss) Noncontrolling

Interests Total

2 unchanged sentences

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

Common stock issued, in connection with employment agreement — — 100,000 — 295 — — — 295

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

4 unchanged sentences

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

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

Dividend forfeitures on unvested equity awards — — — — — 257 — — 257

Net income (loss) — — — — — 129,496 — ( 5,064 ) 124,432

Distributions to noncontrolling interests — — — — — — — ( 3,249 ) ( 3,249 )

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

2 unchanged sentences

Other comprehensive loss — — — — — — 671 — 671

Balance, March 31, 2025

Balance, June 30, 2025

4,563 $ — 30,597,066 $ 3 $ 595,432 $ ( 941,243 ) $ ( 5,898 ) $ 42,403 $ ( 309,303 )

1 unchanged sentence

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

Share based payments — — — — 14,723 — — — 14,723

9 unchanged sentences

Contributions from noncontrolling interests — — — — — — — 2,957 2,957

Acquisition of noncontrolling interests — — — — — — — 4,651 4,651

Other comprehensive loss — — — — — — ( 5,116 ) — ( 5,116 )

Balance, March 31, 2024

Balance, June 30, 2024

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

4 unchanged sentences

(Dollars in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities (1) :

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

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

Net income (loss) $ 124,432 $ ( 481,735 )

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

Depreciation and amortization 18,798 22,936

2 unchanged sentences

Fair value and remeasurement adjustments, non-cash (includes $ 3,011 and $ 196,743 from related parties for 2025 and 2024, respectively)

( 6,789 ) 189,507

Non-cash interest and other (includes $( 268 ) and $( 5,916 ) from related parties for 2025 and 2024, respectively)

2 unchanged sentences

Net foreign currency (gains) losses ( 481 ) 347

Loss from equity investments 552 4

Income from equity investments ( 25,051 ) ( 6 )

Dividends from equity investments 122 74

Deferred income taxes 9,100 1,445

Impairment of goodwill and tradenames 1,500 27,681

Gain on disposal of discontinued operations ( 66,795 ) —

(Gain) loss on sale or disposal of fixed assets and other ( 1,147 ) 87

Gain on sale and deconsolidation of businesses ( 86,213 ) ( 314 )

Loss on extinguishment of debt 10,427 —

(Loss) gain on extinguishment of debt 20,693 ( 120 )

Gain on senior note exchange ( 54,986 ) —

6 unchanged sentences

Prepaid expenses and other assets (includes $ 3,373 and $( 12,777 ) from related parties for 2025 and 2024, respectively)

5,479 ( 6,761 )

Accounts payable, accrued expenses and other liabilities ( 13,665 ) ( 16,940 )

3 unchanged sentences

Securities loaned 26,402 ( 2,125,754 )

Net cash provided by operating activities 184 135,357

Net cash (used in) provided by operating activities ( 25,375 ) 246,839

Cash flows from investing activities (1) :

3 unchanged sentences

105,378 72,373

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

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

10,415 22,785

Proceeds from loan participations sold 4,475 —

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

Acquisition of businesses and minority interest, net of $ — and $ 604 cash acquired for 2025 and 2024, respectively

Proceeds from sale of business, net of cash sold and other 94,938 ( 135 )

Purchases of property, equipment and intangible assets ( 9,148 ) ( 5,441 )

Proceeds from sale of property, equipment, intangible assets, and other 7,173 —

Distributions from equity investment 34,869 —

Purchases of equity and other investments ( 6,621 ) ( 533 )

Consolidation of VIE 359 —

Proceeds from sale of discontinued operations, net of cash sold 114,032 —

Net cash provided by investing activities 289,220 6,704

14 unchanged sentences

Contributions from noncontrolling interests — 2,957

Proceeds from exercise of warrants — 653

Net cash used in financing activities ( 252,424 ) ( 243,526 )

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

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

11,421 10,017

1 unchanged sentence

546 ( 5,233 )

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

( 113,629 ) ( 41,260 )

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

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

25 unchanged sentences

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.

As discussed below 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.

4 unchanged sentences

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.

The sale (the “Wealth Management Transaction”) was completed on April 4, 2025 for net cash consideration based on the 36 financial advisors that joined Stifel at closing.

The Company determined that the assets and liabilities associated with the Wealth Management Transaction met the criteria to be classified as held for sale, as discussed in Note 4 - Discontinued Operations and Assets Held for Sale, and was included in Assets Held for Sale in the consolidated balance sheets as of December 31, 2024.

On March 3, 2025, the Company and BR Financial Holdings, LLC (“BRFH”), a wholly owned subsidiary of the Company, B.

1 unchanged sentence

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.

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 six months ended June 30, 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 4 - Discontinued Operations and Assets Held for Sale, and were properly classified in the 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.

1 unchanged sentence

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.

Upon closing the transaction, the Company recognized a gain of $ 66,795 , which is included in the “Income from discontinued operations, net of income taxes” line item on the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 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 4 - 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.

On November 11, 2025, the Company announced that our corporate name will be changed from B.

Riley Financial, Inc.

to BRC Group Holdings, Inc.

(the “Name Change”), effective on January 1, 2026.

Our trading symbol (“RILY”) and our CUSIP (05580M 108) will not change.

For the six months ended June 30, 2025, the Company generated net income of $ 129,496 .

During the six months ended June 30, 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 , as more fully described above.

The Company also completed (a) the sale of the Wealth Management Transaction for $ 26,037 on April 4, 2025, as more fully described in Note 4 - Discontinued Operations and Assets Held for Sale, and (b) 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 12 - Senior Notes Payable, for the six months ended June 30, 2025, the Company completed four private exchange transactions with institutional investors pursuant to which aggregate principal amounts of approximately $ 115,844 of the 5.50 % Senior Notes due March 2026, $ 126,766 of the 5.00 % Senior Notes due December 2026, $ 46,429 of the 6.00 % Senior Notes due January 2028, and $ 23,096 of the 5.25 % Senior Notes due August 2028 (collectively, the “Exchanged Notes”) owned by the investors were exchanged for approximately $ 203,812 aggregate principal amount of 8.00 % Senior Secured Second Lien Notes due 2028 (the “New Notes”), whereupon the Exchanged Notes were cancelled.

On July 11, 2025, the Company completed private exchange transactions with institutional investors pursuant to which aggregate principal amounts of Exchanged Notes of approximately $ 2,061 of the 6.50 % Senior Notes Payable due September 30, 2026, $ 19,682 of the 5.00 % Senior Notes due December 2026, $ 4,706 of the 6.00 % Senior Notes due January 2028, and $ 16,389 of the 5.25 % Senior Notes due August 2028 owned by the investors were exchanged for approximately $ 24,611 aggregate principal amount of newly-issued 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 31, 2026, $ 178,471 of 6.50 % Senior Notes due September 30, 2026, and $ 178,266 of 5.00 % Senior Notes due December 31, 2026 as more fully described in Note 12 - Senior Notes Payable.

The Company believes that the current cash and cash equivalents, securities and other investments owned, and funds available under our credit facilities will be sufficient to meet our working capital, capital expenditure requirements, and debt service obligations due 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.

On November 21, 2025, the Company received a Staff Determination Letter (“November 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, August 20, 2025 and October 1, 2025 (together, the “Prior Determination Letters”).

The basis for the Prior Determination Letters was that the Company had not yet filed its Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 (the “Q1 Report”) and June 30, 2025 (the “Q2 Report”) with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company filed its Form 10-K for the fiscal year ended December 31, 2024 on September 19, 2025 and its Q1 Report on November 18, 2025.

The basis for the November Determination

Letter was that the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Q3 Report”).

The Prior Determination Letter received on October 1, 2025 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 November Determination Letter and Prior Determination Letters did not result in the suspension of trading or delisting of the Company’s securities.

The Prior Determination Letters 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.

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.

On November 18, 2025, the Company received written notification (the “Decision Letter”) from the Hearings Panel notifying the Company of its decision to grant the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq” or the “Exchange”), subject to the Company’s meeting certain conditions outlined in the Decision Letter.

In the Decision Letter, the hearings advisors noted that the Hearings Panel reviewed the information presented by the Company, detailing the compliance plan proposed by the Company, as well as all other correspondence previously submitted by the Company and the Staff.

The Hearings Panel granted the Company’s request for continued listing on Nasdaq, subject to filing with the SEC on or before (i) November 21, 2025, the Q1 Report, (ii) December 23, 2025, the Q2 Report, and (iii) January 20, 2026, the Q3 Report.

The Company filed with the SEC the Q1 Report on November 18, 2025 and this Q2 Report on the filing date hereof.

The Company anticipates filing its Q3 Report with the SEC no later than January 20, 2026 (in accordance with the Decision Letter).

The Decision Letter also noted that, should the Company miss any such deadline, the Hearings Panel will delist the Company’s securities from the Exchange.

The Hearings Panel also made it a requirement during the exception period that the Company provides prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

In addition, the Decision Letter advised that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) may, on its own motion, determine to review any Hearings Panel decision within 45 calendar days after issuance of the written decision.

If the Listing Council determines to review this Decision Letter, it may affirm, modify, reverse, dismiss or remand the decision to the Hearings Panel.

As of the date of filing of this Q2 Report, the Company has received no communication from the Listing Council.

There can be no assurance that the Company will be able to file the Q3 Report timely or meet other Nasdaq continued listing requirements in the future.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 unchanged sentences

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 unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to interim financial reporting guidelines and the rules and regulations of the 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.

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.

The unaudited results of operations for the three and six months ended June 30, 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

1 unchanged sentence

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.

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.

11 unchanged sentences

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

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.

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

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

March 31, 2025 December 31, 2024

2025 December 31,

Cash and cash equivalents $ 267,388 $ 146,852

2 unchanged sentences

(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.

During the six months ended June 30, 2025, there was non-cash investing activity of $ 8,876 related to loans transferred to loans held for sale from loans receivable at fair value.

During the six months ended June 30, 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 $ 115,844 , its 5.00 % Senior Notes due December 2026 in the aggregate principal amount of $ 126,766 , its 5.25 % Senior Notes due August 2028 in the aggregate principal amount of $ 23,096 , and its 6.00 % Senior Notes due January 2028 in the aggregate principal amount of $ 46,429 for its New Notes in the aggregate principal amount of $ 247,468 for a net gain on exchange of senior notes of $ 54,986 .

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 the exit fee of that term loan of $ 11,244 , and warrants issued for senior notes of $ 1,600 .

During the six months ended June 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, and DIP loan conversion to purchase consideration equity for the purchase of Nogin, Inc.

(“Nogin”) in the amount of $ 37,700 .

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.

During the six months ended June 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 .

(g) Accounts Receivable

Accounts receivable represents amounts due from the Company’s Capital Markets, Wealth Management, Communications, Consumer Products, and E-Commerce customers.

Accounts receivable represents amounts due from the Company’s Capital Markets, Wealth Management, Communications, and Consumer Products customers.

The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio.

16 unchanged sentences

Management evaluates the performance of the loan portfolio on a fair value basis.

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.

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 the “Fair value adjustments on loans” line item in the unaudited condensed consolidated statements of

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 fair value of loans receivable was $ 48,980 and $ 90,103 as of June 30, 2025 and December 31, 2024, respectively.

The Conn’s Term Loan described below represents 22.5 % and 43.1 % of total loans receivable, at fair value at June 30, 2025 and December 31, 2024, respectively.

The Company also has loans receivable from Exela Technologies, Inc.

that represents 60.5 % and 35.7 % of total loans receivable at fair value at June 30, 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.

As of June 30, 2025 and December 31, 2024, the principal balances net of discounts of loans receivable accounted for under the fair value option was $ 373,224 and $ 446,004 , respectively.

The net principal balances of loans receivable exceeded the fair value of loans by $ 324,243 and $ 355,901 as of June 30, 2025 and December 31, 2024, respectively.

The Company recorded net realized and unrealized gains of $ 800 and losses of $ 7,296 during the three and six months ended June 30, 2025, respectively, and net realized and unrealized losses of $ 175,582 and $ 187,783 during three and six months ended June 30, 2024, respectively, on loans receivable.

Net realized and unrealized gains and losses on loans receivable are reflected in the “Fair value adjustments on loans” line item on the accompanying unaudited condensed consolidated statements of operations.

Loans receivable, at fair value on non-accrual and 90 days or greater past due was $ 12,468 , which represented approximately 25.5 % of total loans receivable, at fair value as of June 30, 2025.

The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 319,822 as of June 30, 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.

Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from the “Fair value adjustments on loans” line item in the accompanying unaudited condensed consolidated statements of operations.

The amount of gains or (losses) included in earnings attributable to changes in instrument-specific credit risk were $ 800 and $( 176,078 ) during the three months ended June 30, 2025 and 2024, respectively, and $( 7,296 ) and $( 187,417 ) for the six months ended June 30, 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.

1 unchanged sentence

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

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

As of June 30, 2025, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc.

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

As of June 30, 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.

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.

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.

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 which 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 the Freedom VCM, Inc.

Kahn or his affiliates from, among other proceeds, distributions or dividends paid by 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.

11 unchanged sentences

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.

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.

The fair value of the VCM loan receivable was $ 1,468 and $ 2,057 as of June 30, 2025 and December 31, 2024, respectively.

The remaining principal balance was $ 224,968 and $ 224,968 and exceeded the fair value of the loan receivable by $ 223,500 and $ 222,911 as of June 30, 2025 and December 31, 2024, 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.

District Court for the District of New Jersey against Prophecy, Prophecy’s CEO and Mr.

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.

1 unchanged sentence

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.

The charging document is not yet public, but an initial appearance, bond hearing, and plea agreement hearing was held on December 10, 2025 before the New Jersey District Court at which Mr.

Kahn plead guilty to one count of conspiracy to commit securities fraud.

Badcock Corporation and Freedom VCM Receivables, Inc.

4 unchanged sentences

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.

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.

9 unchanged sentences

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.

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.

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 six months ended June 30, 2025.

As such, the Company no longer owned the two loans as of June 30, 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.

3 unchanged sentences

(“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.

Future collection of the Conn’s loan receivable is expected to be paid from the sale of assets and servicing of a pool of 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.

5 unchanged sentences

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.

The fair value of the Conn’s Term Loan was $ 11,000 and $ 19,065 as of June 30, 2025 and December 31, 2024, respectively.

The remaining principal balance was $ 89,000 and $ 93,000 with unamortized discounts of $ 2,705 as of June 30, 2025 and December 31, 2024, respectively.

The principal balances, net of discounts, exceeded the fair value of the loans receivable by $ 75,295 and $ 71,230 as of June 30, 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.

Riley Principal Investments, LLC (“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.

Riley Commercial Capital, LLC (“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 principal balance of the loan receivable was $ 16,333 as of June 30, 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.

however, the entire loan remained impaired with no fair value at June 30, 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.

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

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

BRF’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.

The carrying value and outstanding principal balances of the GA Holdings loan receivable was $ 4,700 and $ 1,698 as of June 30, 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.

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

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.

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

The Company’s securities and other investments owned and securities sold not yet purchased consisted of the following as of June 30, 2025 and December 31, 2024:

2025 December 31,

Securities and other investments owned:

20 unchanged sentences

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, 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.

In accordance with ASC 321, Investments - Equity Securities , unrealized gains (losses) on equity securities held at June 30, 2025, includes unrealized gains (losses) of $ 2,855 and $( 153,027 ) for the three months ended June 30, 2025 and 2024, respectively, and unrealized losses of $( 13,127 ) and $( 185,519 ) for the six months ended June 30, 2025 and 2024, respectively, which is included in the “Realized and unrealized gains (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.

2 unchanged sentences

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

The following table presents, as of June 30, 2025 and December 31, 2024, the carrying value of

equity securities measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes:

2025 December 31,

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

2 unchanged sentences

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.

Fair Value Measurement Using

Total Quoted prices in active markets

2 unchanged sentences

(Level 2) Significant unobservable inputs

As of March 31, 2025

As of June 30, 2025

Equity securities valued under the measurement alternative $ 24,462 $ — $ 23,204 $ 1,258

3 unchanged sentences

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:

As of June 30, 2025 and December 31, 2024, equity securities includes $ 17,853 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

11 unchanged sentences

On December 18, 2023, a wholly owned subsidiary of Freedom VCM entered into a transaction that resulted in the sale of all of the operations of WS Badcock to Conn’s in exchange for the issuance by Conn’s of 1,000,000 shares of Conn’s preferred stock (the “Preferred Shares”).

The Preferred Shares issued by Conn’s to Freedom VCM, subject to the terms set forth in the Certificate of Designation, are nonvoting and are convertible into an aggregate of approximately 24,540,295 shares of non-voting common stock of Conn’s, which represented 49.99 % of the issued and outstanding shares

of common stock of Conn’s which resulted in consideration received by Freedom VCM of approximately $ 69,900 .

As a result of the convertible preferred stock having a conversion feature into 49.99 % of the common stock of Conn’s, Freedom VCM is considered to have significant influence over Conn’s in accordance with ASC 323 – Investments – Equity Method and Joint Ventures .

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

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.

The original $ 69,900 of consideration that Freedom VCM received from the sale of WS Badcock to Conn’s that was held by Freedom VCM was written off by Freedom VCM after Conn’s bankruptcy filing on July 23, 2024 and there is expected to be no recovery of any value by Freedom VCM.

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

6 unchanged sentences

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 change in fair value of $ 180,964 and $ 223,369 for the three and six months ended June 30, 2024, respectively, is included in the “Realized and unrealized gains (losses) on investments” line item in the accompanying unaudited condensed consolidated statements of operations.

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.

income statement amounts during the three and six months ended March 31, 2024 correspond to amounts for the three and six months ended June 30, 2024 of the Company), which is the period in which the most recent financial information was available.

September 30, 2024

4 unchanged sentences

Equity attributable to investee $ 510,977

Three Months Ended

December 31, 2023

Three Months Ended March 31, 2024 Six Months Ended March 31, 2024

Revenues $ 809,717 $ 1,615,946

2 unchanged sentences

Net loss attributable to investees $ ( 19,256 ) $ ( 118,839 )

Babcock and Wilcox Enterprises, Inc, Equity Investment

Babcock and Wilcox Enterprises, Inc.

Equity Investment

The Company owns a 27 % 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 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

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

income statement amounts during the three and six months ended March 31, 2025 and 2024 correspond to amounts during the three and six months ended June 30, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available:

March 31, 2025 September 30, 2024

Current assets $ 482,878 $ 530,223

4 unchanged sentences

Noncontrolling interest $ 495 $ 576

For the Three Months Ended

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Revenues $ 181,194 $ 207,556 $ 247,470 $ 434,723

3 unchanged sentences

Net loss attributable to investees $ ( 22,007 ) $ ( 16,833 ) $ ( 85,072 ) $ ( 83,287 )

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.

As of June 30, 2025 and December 31, 2024, the fair value of the investment in B&W totaled $ 26,406 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

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.

In March 2024, the Company no longer had board representation in Synchronoss Technologies, Inc.

(“Synchronoss”) and as a result, the Company no longer retained significant influence over the equity investment.

As of June 30, 2025, the Company had a voting interest of 3 % in Synchronoss.

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

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

The following summarized income statement for Synchronoss is included below for purposes of disclosure a quarter in arrears whereas the three and six months ended March 31, 2024 correspond to amounts during the three and six months ended June 30, 2024 of the Company, which was the period in which the most recent financial information was available:

Three Months Ended March 31, 2024 Six Months Ended March 31, 2024

Revenues $ 42,965 $ 84,367

Cost of revenues $ 10,223 $ 20,515

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.

Net income (loss) attributable to investees $ 2,341 $ ( 32,660 )

As of June 30, 2025 and December 31, 2024, the fair value of the equity investment in Synchronoss was $ 1,970 and $ 7,200 , respectively.

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 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.

As of June 30, 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 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

These equity investments are comprised of equity investments in three private companies as of June 30, 2025 and five as of December 31, 2024 and June 30, 2024.

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

income statement amounts during the three and six months ended March 31, 2025 and 2024 correspond to amounts during the three and six months ended

June 30, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available:

March 31, 2025 September 30, 2024

Current assets $ 20,514 $ 215,927

3 unchanged sentences

Equity attributable to investee $ 61,066 $ 596,172

For the Three Months Ended

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

Revenues $ 18,500 $ 109,929 $ 30,223 $ 255,903

Cost of revenues $ 2,003 $ 79,033 $ 4,797 $ 206,381

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

Net income (loss) attributable to investees $ 6,323 $ ( 5,469 ) $ 4,009 $ ( 15,974 )

(l) Fair Value Measurements

19 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 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.

As of June 30, 2025 and December 31, 2024, partnership and investment fund interests valued at NAV of $ 22,069 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 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.

The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

Financial Assets and Liabilities Measured at Fair Value on a

Recurring Basis as of March 31, 2025 Using

Fair value as of March 31, 2025

Recurring Basis as of June 30, 2025 Using

Fair value as of June 30, 2025

Quoted prices in active markets

8 unchanged sentences

Loans receivable, at fair value 48,980 — — 48,980

Other assets 1,029 — — 1,029

Total assets measured at fair value $ 200,075 $ 89,054 $ 33,286 $ 77,735

6 unchanged sentences

Liability-classified warrants 4,160 — — 4,160

Embedded derivative 14,593 — — 14,593

Total liabilities measured at fair value $ 21,115 $ 10,411 $ 1,936 $ 8,768

19 unchanged sentences

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

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.

As of June 30, 2025 and December 31, 2024, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 77,735 and $ 130,619 , respectively, or 5.0 % 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 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.

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 March 31, 2025 and December 31, 2024:

Fair value at March 31,

Fair value at June 30,

2025 Valuation

2 unchanged sentences

Equity securities $ 22,897 Market approach Multiple of EBITDA (2)

4.5 x - 5.5 x

Multiple of sales 0.8 x - 7.3 x

4 unchanged sentences

1,468 Market approach Market price of related security $ 6.85

Other assets 1,029 Market approach Market price of related security $ 1.47

Options pricing model Annualized volatility 90.4 % 90.4 %

Total level 3 assets measured at fair value $ 77,735

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

Contingent consideration $ 4,608 Discounted cash flow Revenue volatility 5.0 % - 7.5 %

Liability-classified warrants 4,160 Monte Carlo simulation and Black-Scholes option pricing model Annualized volatility 77.5 % 77.5 %

Discount for lack of marketability 6.9 %

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 $ 8,768

13 unchanged sentences

(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 March 31, 2025 and 2024 were as follows:

The changes in Level 3 fair value hierarchy during the three months ended June 30, 2025 and 2024 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 June 30, 2025

Equity securities $ 27,530 $ 197 $ — $ 24,998 $ — $ ( 24,999 ) $ — $ 27,726 $ 197

Loans receivable at fair value 98,596 799 — 624 ( 3,575 ) ( 47,464 ) — 48,980 799

Other assets — 1,029 — — — — — 1,029 1,029

Contingent consideration 4,593 63 — — — ( 48 ) — 4,608 ( 63 )

Liability-classified warrants 5,160 ( 1,000 ) — — — — — 4,160 1,000

Embedded derivative 14,593 ( 11,468 ) — — — ( 3,125 ) — — 11,468

Three Months Ended June 30, 2024

Equity securities $ 386,244 $ ( 202,573 ) $ 8 $ 181 $ ( 68,875 ) $ — $ ( 3 ) $ 114,982 $ ( 202,679 )

Loans receivable at fair value 452,496 ( 175,582 ) 1,102 7,129 — ( 55,946 ) — 229,199 ( 177,060 )

Contingent consideration 24,976 288 — — — ( 48 ) — 25,216 ( 288 )

(1) Fair value adjustments during the three months ended June 30, 2025 includes the following:

$ 197 of realized and unrealized gains (losses) on equity securities is comprised of $( 92 ) included in “Trading gains (losses), net” and $ 289 included in “Realized and unrealized gains (losses) on investments”, $ 799 of fair value adjustments on loans included in “Fair value adjustments on loans”, $ 1,029 of realized and unrealized gains related to other assets which is comprised of $ 902 recorded to “Trading gains (losses), net” and $ 127 recorded to “Realized and unrealized gains (losses) on investments”, $( 63 ) of realized and unrealized losses related to contingent consideration included in “Selling, general and administrative expenses”, $ 1,000 of realized and unrealized gains related to liability-classified warrants included in “Change in fair value of financial instruments and other”, and $ 11,468 of realized and 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 June 30, 2024 includes the

$( 202,573 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 39,114 ) of realized and unrealized gains (losses) included in fair value adjustments on loans and $( 163,458 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 175,582 ) of fair value adjustments on loans included in fair value adjustments on loans, and $( 288 ) related to contingent consideration included in “Selling, general and administrative expenses” line item in the unaudited condensed consolidated statements of operations.

(2) For the three months ended June 30, 2025 and 2024, 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 six months ended June 30, 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

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Equity securities $ 40,516 $ ( 3,648 ) $ — $ 25,867 $ ( 10,000 ) $ ( 25,009 ) $ — $ 27,726 $ ( 3,648 )

Loans receivable at fair value 90,103 ( 7,296 ) — 58,632 ( 10,415 ) ( 82,044 ) — 48,980 ( 8,834 )

Other assets — 1,029 — — — — — 1,029 1,029

Contingent consideration 4,538 166 — — — ( 96 ) — 4,608 ( 166 )

1 unchanged sentence

Embedded derivative — ( 8,119 ) — 11,244 — ( 3,125 ) — — 8,119

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Equity securities $ 452,581 $ ( 258,961 ) $ 20 $ 616 $ ( 78,197 ) $ — $ ( 1,077 ) $ 114,982 $ ( 262,154 )

1 unchanged sentence

Contingent consideration 25,194 140 — — — ( 118 ) — 25,216 ( 140 )

(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.

(1) Fair value adjustments during the six months ended June 30, 2025 includes the following:

$( 3,648 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 1,174 ) included in “Trading gains (losses), net” and $( 2,474 ) of realized and unrealized gains (losses) included in “Realized and unrealized gains (losses) on investments”, $( 7,296 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, $ 1,029 of realized and unrealized gains related to other assets which is comprised of $ 902 recorded to “Trading gains (losses), net” and $ 127 recorded to “Realized and unrealized gains (losses) on investments”, $( 166 ) of realized and unrealized losses related to contingent consideration included in “Selling, general and administrative expenses”, $ 3,700 of realized and unrealized gains related to liability-classified warrants included in “Change in fair value of financial instruments and other”, and $ 8,119 of realized and 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 six months ended June 30, 2024 includes the following:

$( 258,961 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 49,505 ) of realized and unrealized gains (losses) included in fair value adjustments on loans and $( 209,456 ) of realized and unrealized gains (losses) included in other income (loss) - realized and unrealized gains (losses) on investments, $( 187,783 ) of fair value adjustments on loans included in fair value adjustments on loans, and $( 140 ) related to contingent consideration included in “Selling, general and administrative expenses” line item in the unaudited condensed consolidated statements of operations.

(2) For the six months ended June 30, 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.

As of June 30, 2025 and December 31, 2024, the senior notes payable had a carrying amount of $ 1,323,727 and $ 1,530,561 , respectively, and fair value of $ 391,198 and $ 769,476 , respectively.

The aggregate carrying amount of the Company’s notes payable, revolving credit facility, and term loans of $ 136,659 and $ 243,779 as of June 30, 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.

As of June 30, 2025 and December 31, 2024, equity investments that are accounted for under the equity method of accounting had an aggregate carrying value of $ 86,042 and $ 85,487 , respectively, which is included in “Prepaid expenses and other assets” in the accompanying unaudited condensed consolidated balance sheets (refer to Note 8 - Prepaid

Expenses and Other Assets).

The Company’s share of earnings or losses from equity method investees included in the “Income from equity investments” line item was $ 25,603 and $ 10 during the three months ended June 30, 2025 and 2024, respectively, and $ 25,051 and $ 6 during the six months ended June 30, 2025 and 2024, respectively, in the accompanying unaudited condensed consolidated statements of operations.

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

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.

6 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, our investment in GA Holdings was $ 78,823 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 $ 3,190 and $ 3,639 for the three and six months ended June 30, 2025, respectively, which is included in the “Income 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 March 31, 2025 correspond to amounts as of June 30, 2025 and income statement amounts during the three months ended March 31, 2025 and period from November 15, 2024 to March 31, 2025 correspond to three months and six months ended June 30, 2025, respectively):

March 31, 2025

Current assets $ 46,852

3 unchanged sentences

Equity attributable to investee $ 12,873

November 15, 2024 to

December 31, 2024

Three Months Ended March 31, 2025 November 15, 2024 to

March 31, 2025

Revenue $ 37,062 $ 58,736

1 unchanged sentence

Net income attributable to investee $ 4,018 $ 7,508

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.

1 unchanged sentence

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.

For the three months ended June 30, 2025, the Company recorded equity method losses in the amount of $ 1,714 in its unaudited condensed consolidated statements of operations, which corresponds to the equity method investment’s operating results for the three months ended March 31, 2025.

As of June 30, 2025, the Company’s investment in Joann Retail was zero as the Company had fully recovered its initial investment of $ 6,163 in Joann Retail.

The Company’s investment in Joann Retail is adjusted for the Company’s proportionate share of equity method losses and cash distributions received during the three months ended June 30, 2025.

The Company received $ 30,420 in excess of the Company’s investment balance and the distributions received in excess of the investment balance are recognized as other income and included in the “Income from equity investments” line item in the unaudited condensed consolidated statements of operations.

The following tables contain summarized financial information with respect to Joann Retail included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of March 31, 2025 correspond to amounts as of June 30, 2025 and income statement amounts for the period from February 27, 2025 (inception) to March 31, 2025 correspond to the three months and six months ended June 30, 2025):

March 31, 2025

Current assets $ 66,054

Noncurrent assets $ 20,925

Current liabilities $ 77,594

Equity attributable to investee $ 9,385

February 27, 2025 to March 31, 2025

Expenses $ 3,615

Net loss attributable to investee $ ( 3,615 )

Riley Retail Opportunity Fund (“SW-B.

Riley Retail")

The Company accounts for its investments in SW-B.

3 unchanged sentences

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 .

Retail included in the “Prepaid expenses and other assets” line item in the unaudited condensed consolidated balance sheets was $ 7,219 and $ 3,025 as of June 30, 2025 and December 31, 2024, respectively.

(n) Noncontrolling Interests

3 unchanged sentences

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 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.

28 unchanged sentences

The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers:

(a) which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance;

(a) which variable interest holder has the power to direct the activities of the VIE that most significantly impact

the VIE’s economic performance;

(b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE;

8 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the maximum amount of loss exposure to the VIE on a fair value basis was $ 1,468 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 $ 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.

Placement agent fees attributable to such arrangements were zero and $ 494 during the three months ended June 30, 2025 and 2024, respectively, and zero and $ 866 during the six months ended June 30, 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 $ —

2025 December 31,

Loans receivable, at fair value $ 20,603 $ 28,193

2 unchanged sentences

Bicoastal Alliance, LLC (“Bicoastal”)

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.

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

Bicoastal is a holding company designed to manage the investments, including strategy and operations, for two brand apparel operating companies.

7 unchanged sentences

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")

A gain of $ 28,411 was recognized during the six months ended June 30, 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 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.

3 unchanged sentences

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

The carrying amounts and classification of the assets, liabilities and noncontrolling interest of the BRC Trust as of June 30, 2025 and formation on January 6, 2025, are as follows:

June 30, 2025 January 6, 2025

Cash and cash equivalents $ 365 $ 359

20 unchanged sentences

see Note 4 - 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).

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

(s) Recent Accounting Standards

3 unchanged sentences

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.

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.

14 unchanged sentences

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 — 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 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, Business Combinations 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 and is recorded in the E-Commerce segment.

The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date.

Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $ 2,425 and included in the “Selling, general and administrative expenses” line item in the unaudited condensed consolidated statements of operations for the year ended December 31, 2024.

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

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

Consideration paid:

Cash $ 18,670

Credit bid - Settlement of DIP Facility 37,700

Total Consideration $ 56,370

Assets acquired and liabilities assumed:

Cash and cash equivalents $ 604

Accounts receivable 421

Prepaid and other assets 6,826

Operating lease right-of-use assets 740

Property and equipment 400

Other intangible assets 17,350

Deferred income taxes 227

Accounts payable ( 9,731 )

Accrued expenses and other liabilities ( 10,309 )

Deferred revenue ( 95 )

Operating lease liabilities ( 740 )

Note payable ( 700 )

Net assets acquired and liabilities assumed 4,993

Goodwill 56,028

Noncontrolling interest ( 4,651 )

Total $ 56,370

During the year ended December 31, 2024, goodwill for Nogin increased by $ 1,636 related to certain purchase price accounting adjustments.

The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets:

Category Useful life Fair Value

Customer relationships 9 Years $ 10,300

Internally developed software and other intangibles 8 Years 3,950

Trademarks 10 Years 3,100

Total $ 17,350

The Company had entered into a Chapter 11 Restructuring Support Agreement (“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.

On March 31, 2025, the Company signed a Deed of 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.

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 is determined using the multi-period excess earnings method and the estimated fair value of 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 assets using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

NOTE 4 — DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

2 unchanged sentences

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.

A gain of $ 5,372 was recognized on April 4, 2025 in connection with the completion of the sale and is included in the “Gain on sale and deconsolidation of businesses” line item in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025

Atlantic Coast Recycling

On March 3, 2025, the Company and BRFH, B.

On March 3, 2025, the Company, 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.

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 11 - 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.

A gain of $ 52,430 was recognized during the six months ended June 30, 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 and Atlantic Coast Recycling transactions met the criteria under ASC 360, Impairment and Disposal of Long-Lived Assets to be classified as held for sale as of December 31, 2024.

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.

Operating results from the disposal groups comprising the Wealth Management business and Atlantic Coast Recycling contributed to the operating incomes of the Wealth Management and All Other segment categories, respectively, for the six months ended June 30, 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

Management Recycling Total

Assets Held for Sale

18 unchanged sentences

Brands Transaction

On October 25, 2024, the Company completed a transaction whereby the Company contributed and transferred its controlling equity interest in the assets and intellectual properties related to the licenses of Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (or “Six Brands”), which were previously consolidated in the Company's financial statements, and the noncontrolling equity interests the Company owned in the assets and intellectual properties of Hurley, Justice, and Scotch & Soda (collectively with Six Brands the “Brands Interests”), which the Company had elected to account for the equity investments under the fair value option, into a securitization financing vehicle in exchange for $ 189,300 in net proceeds.

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.

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 was reported in realized and unrealized (losses) gains on investments in discontinued operations.

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.

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 was reported in realized and unrealized (losses) gains on investments in discontinued operations.

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 11 - Term Loans and Revolving Credit Facility) and $ 224 of loan-related pay off expenses.

9 unchanged sentences

Subject to the terms and conditions set forth in, the Equity Purchase Agreement, the Company conducted an internal reorganization and contributed all of the interests in the “Great American Group”, to Great American Holdings, LLC, a newly formed holding company (“Great American NewCo”).

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 ).

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.

1 unchanged sentence

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 8 - Prepaid Expenses and Other Assets).

The Great American Group, which was historically reported within the Auction and Liquidation segment—providing auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property, and real property—and within the Financial Consulting segment—offering bankruptcy, financial advisory, forensic accounting, real estate consulting, and valuation and appraisal services—were divested.

inventory, trade fixtures, machinery and equipment, intellectual property, and real property—and within the Financial Consulting segment—offering bankruptcy, financial advisory, forensic accounting, real estate consulting, and valuation and appraisal services—were divested.

The Company recorded a net gain of $ 258,286 to the “Income from discontinued operations, net of taxes” line item in the consolidated statements of operations during the fourth quarter of fiscal year 2024.

1 unchanged sentence

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, 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

8 unchanged sentences

GlassRatner & Farber

March 31, 2025

December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ — $ 8,025

12 unchanged sentences

Total liabilities $ 830 $ 21,321

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

March 31, 2025

Revenues and income (loss) from discontinued operations for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2025

GlassRatner & Farber

Services and fees $ 19,465 $ 40,575

4 unchanged sentences

Interest income 4 7

Gain on disposal of discontinued operations

66,795 66,795

Income from discontinued operations before income taxes 69,672 73,172

1 unchanged sentence

Income from discontinued operations, net of income taxes $ 69,312 $ 72,707

Three Months Ended March 31, 2024

Brands Transaction Great American Group GlassRatner & Farber

Three Months Ended June 30, 2024

Brands Transaction Great American Group GlassRatner & Farber Total

Services and fees $ 4,962 $ 17,351 $ 22,803 $ 45,116

10 unchanged sentences

Dividend income 8,749 — — 8,749

Realized and unrealized losses on investments

( 449 ) — — ( 449 )

Loss on extinguishment of debt

— — ( 163 ) ( 163 )

Interest expense ( 699 ) ( 8,454 ) — ( 9,153 )

Income (loss) from discontinued operations before income taxes 11,535 ( 5,007 ) 4,667 11,195

Benefit from (provision for) income taxes 4,012 ( 1,143 ) 1,306 4,175

Income (loss) from discontinued operations, net of income taxes $ 15,547 $ ( 6,150 ) $ 5,973 $ 15,370

Six Months Ended June 30, 2024

Brands Transaction Great American Group GlassRatner & Farber Total

Services and fees $ 9,539 $ 33,357 $ 45,442 $ 88,338

Sale of goods — 10,584 — 10,584

Total revenues 9,539 43,941 45,442 98,922

Operating expenses:

Direct cost of services — 4,328 — 4,328

Cost of goods sold — 7,748 — 7,748

Selling, general and administrative expenses 1,882 24,232 35,938 62,052

Total operating expenses 1,882 36,308 35,938 74,128

Operating income 7,657 7,633 9,504 24,794

Other income (expense):

Interest income — 2 11 13

Dividend income 17,560 — — 17,560

Realized and unrealized gains on investments

4,930 — — 4,930

Loss on extinguishment of debt

— — ( 163 ) ( 163 )

Interest expense ( 1,412 ) ( 16,940 ) — ( 18,352 )

Income (loss) from discontinued operations before income taxes 28,735 ( 9,305 ) 9,352 28,782

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

Provision for income taxes ( 65 ) — — ( 65 )

Income (loss) from discontinued operations, net of income taxes $ 28,670 $ ( 9,305 ) $ 9,352 $ 28,717

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 $ 713 and $ 8,486 for the three months ended March 31, 2024.

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, Great American Group transaction, and GlassRatner and Farber transaction described above and

amount to $ 699 , $ 8,454 , and zero for the three months ended June 30, 2024, respectively, and $ 1,412 , $ 16,940 , and zero for the six months ended June 30, 2024, respectively.

Cash flows from discontinued operations were as follows:

Three Months Ended

Six Months Ended

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

5 unchanged sentences

Supplemental disclosures from cash flows were as follows:

Three Months Ended

Six Months Ended

Interest paid - Continuing Operations $ 55,011 $ 135,826

5 unchanged sentences

NOTE 5 — RESTRUCTURING CHARGE

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:

During the three and six months ended June 30, 2025, the Company recognized restructuring charges of $ 321 (which was included in the “Restructuring charge” line item in the unaudited condensed consolidated statement of operations) related to Corporate and the Consumer Products segment, which consisted of reductions in workforce.

During the three and six months ended June 30, 2025, of the $ 321 total restructuring charges, $ 285 was related to Corporate and $ 36 was related to the Consumer Products segment.

During the three and six months ended June 30, 2024, the Company recognized restructuring charges of $ 20 and $ 809 (which was included in the “Restructuring charge” line item in the unaudited condensed consolidated statement of operations), 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 months ended June 30, 2024, the $ 20 of total restructuring charges was related to the Consumer Products segment.

During the six months ended June 30, 2024, of the $ 809 total restructuring charges, $ 546 was related to the Consumer Products segment and $ 263 was related to the Communications segment.

The following tables summarize the changes in accrued restructuring charge during the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Balance, beginning of period $ 840 $ 1,467 $ 1,316 $ 2,542

4 unchanged sentences

NOTE 6 — SECURITIES LENDING

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

Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1)

The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of June 30, 2025 and December 31, 2024:

Gross amounts recognized Gross amounts offset in the consolidated balance

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 March 31, 2025

As of June 30, 2025

Securities borrowed $ 72,320 $ — $ 72,320 $ 72,320 $ —

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 March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Remaining contractual maturity Remaining contractual maturity

9 unchanged sentences

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.

Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $ 1,968 and $ 23,313 during the three months ended June 30, 2025 and 2024, respectively.

Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $ 2,687 and $ 58,696 during the six months ended June 30, 2025 and 2024, respectively.

NOTE 7 — ACCOUNTS RECEIVABLE

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Balance, beginning of period $ 5,343 $ 3,462 $ 6,100 $ 4,373

15 unchanged sentences

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

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

NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS

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

The carrying amount of goodwill at June 30, 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.

1 unchanged sentence

Intangible assets consisted of the following:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

13 unchanged sentences

Total intangible assets $ 304,852 $ ( 173,532 ) $ 131,320 $ 306,142 $ ( 159,696 ) $ 146,446

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.

Intangible assets related to tradenames is net of accumulated impairment losses of $ 22,000 , which were recorded in the Consumer Products segment.

Amortization expense was $ 6,811 and $ 9,226 during the three months ended June 30, 2025 and 2024, respectively, and $ 14,453 and $ 18,150 during the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, estimated future amortization expense was $ 13,029 , $ 24,554 , $ 23,272 , $ 20,096 , and $ 15,470 for the years ended December 31, 2025 (remaining six months), 2026, 2027, 2028 and 2029, respectively.

The estimated future amortization expense after December 31, 2029 was $ 20,299 .

The Company performs impairment tests for goodwill and intangible assets with an indefinite live 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 comprises the reporting unit of all the operations within the Consumer Products segment as well as current market conditions in the personal computer market for computers and accessories, the Company updated its long-term forecasts for the reporting unit.

The Company performed an interim quantitative assessment of intangible assets with an indefinite live as of June 30, 2025, and based on the results of the analysis, the Company recorded a non-cash impairment charge related to the Targus tradename of $ 1,500 , which was recorded in impairment of tradenames in the accompanying condensed consolidated statements of operations during the three and six months ended June 30, 2025.

The Targus tradename was measured at fair value on a nonrecurring basis as of June 30, 2025.

The estimated fair value of the Targus tradename was $ 13,000 as of June 30, 2025.

In order to estimate the fair value of the Targus tradename management must make certain estimates and assumptions which among other things, included an assessment of market conditions, projected cash flows, discount rates, and revenue growth rates.

The inputs for the fair value calculations included a 3.5 % growth rate to calculate the terminal value, a discount rate of 22.2 %, and a royalty rate of 1.5 %.

NOTE 10 — NOTES PAYABLE

2 unchanged sentences

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.

Interest expense on the secured convertible promissory note was $ 386 during the six months ended June 30, 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.

Interest expense was $ 144 during the three months ended June 30, 2024, and $ 30 and $ 288 during the six months ended June 30, 2025 and 2024, respectively.

NOTE 11 — TERM LOANS AND REVOLVING CREDIT FACILITY

Term loans and revolving credit facilities are comprised of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Interest Rate

15 unchanged sentences

Interest Rate

March 31, 2025

December 31, 2024

June 30, 2025 June 30, 2025 December 31, 2024

Revolver Loan:

6 unchanged sentences

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 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.

4 unchanged sentences

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.

The Company is in compliance with all financial covenants in the Oaktree Credit Agreement as of June 30, 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.

2 unchanged sentences

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 .

(See Note 2(l) - Fair Value Measurements.) During the first and second quarters of 2025, the Company sold certain assets in the Borrowing Base and in accordance with the Credit Facility, the Company was required to prepay $ 30,521 and $ 4,479 of the Delayed Draw Facility, respectively.

During the three and six months ended June 30, 2025, the Company made principal payments of $ 4,479 and $ 35,000 , respectively, on the Delayed Draw Facility which paid the facility off in full.

Through a series of principal payments in the amount of $ 62,500 during the three months ended June 30, 2025, the outstanding balance on the Oaktree Term Loan was reduced from $ 125,000 to $ 62,500 at June 30, 2025.

Interest expense on the Credit Facility to Oaktree during the three and six months ended June 30, 2025 was $ 4,578 and $ 7,759 , respectively.

The Company issued warrants to certain affiliates of Oaktree Capital Management, L.P.

5 unchanged sentences

Refer to Note 2 - Summary of Significant Accounting Policies and Note 19(b) - Common Stock Warrants.

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 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.

3 unchanged sentences

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.

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

1 unchanged sentence

The final maturity date is October 18, 2027.

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 was secured by substantially all Targus assets as collateral defined in the Targus Credit Agreement which assets had an aggregate value of approximately $ 153,285 , including $ 34,588 of accounts receivable and $ 48,482 of inventory as of June 30, 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.

14 unchanged sentences

On May 9, 2025, the Targus Borrower entered into Amendment No.

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.

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, (iv) requires that the Targus Borrower use commercially reasonable efforts to refinance the obligations under the Targus Credit Agreement by July 31, 2025, (v) requires the Targus Borrower pay one or more quarterly commitment fees of $ 250 until paid in full, and (vi) requires the Targus Borrower to pay a deferred amendment fee of $ 1,000 in the event the Targus Borrower is unable to refinance the Targus Credit Agreement by July 31, 2025.

On July 25, 2025, the Targus Borrower entered into Amendment No.

6 to the Targus Credit Agreement, which among other things, (i) requires payment of an amendment fee of $ 150 and (ii) requires that the Targus Borrower pay a revised 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.

7 to the Targus Credit Agreement, which among other things, (i) requires the Targus Borrower to pay an amendment fee of $ 100 and (ii) requires the Targus Borrower to pay the 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.

3 unchanged sentences

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.

The average borrowings under the revolver loan was

$ 14,424 and $ 23,612 for the six months ended June 30, 2025 and 2024, respectively.

The amount available for borrowings under the Targus Credit Agreement was $ 2,754 and $ 5,361 at June 30, 2025 and December 31, 2024, respectively.

Interest expense on these loans during the three and six months ended June 30, 2025 was $ 380 and $ 792 , respectively.

Interest expense on these loans during the three and six months ended June 30, 2024 was $ 1,086 and $ 2,446 , 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.

8 unchanged sentences

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 .

As required under the Targus/FGI Credit Agreement, the Company’s wholly owned subsidiary 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

4 unchanged sentences

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.

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 June 30, 2024 was $ 1,413 .

Interest expense on the term loan during the six months ended June 30, 2025 and 2024 was $ 62 , and $ 2,885 , 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 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.

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 4 – 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 .

Interest expense on the term loan during the three and six months ended June 30, 2024 was $ 699 and $ 1,412 , respectively.

Nomura Credit Agreement

13 unchanged sentences

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;

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.

Interest expense on the term loan during the three months ended June 30, 2024 was $ 6,173 .

Interest expense on the term loan during the six months ended June 30, 2025 and 2024 was $ 2,457 and $ 12,689 , respectively.

Interest on the revolving facility, which was terminated in connection with the Fourth Nomura Amendment on September 17, 2024, was $ 495 and $ 992 during the three and six months ended June 30, 2024, respectively.

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 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.

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.

3 unchanged sentences

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.

As fully discussed in “Oaktree Credit Agreement” above, on February 26, 2025, the Company used proceeds from the Credit Facility to repay the outstanding principal balance under the Prior Credit Agreement.

BRPAC Credit Agreement

10 unchanged sentences

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.

thereto from time to time.

The Company’s subsidiary Lingo was added as a BRPAC Borrower to the BRPAC Amended Credit Agreement.

6 unchanged sentences

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;

(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.

7 unchanged sentences

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.

Interest expense on the term loan during the three months ended June 30, 2025 and 2024 was $ 1,561 and $ 914 , respectively, and during the six months ended June 30, 2025 and 2024 was $ 3,151 and $ 1,974 , 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.

The Company is in compliance with all financial covenants in the BRPAC Amended Credit Agreement as of June 30, 2025.

NOTE 12 — SENIOR NOTES PAYABLE

Senior notes payable, net, are comprised of the following:

March 31, 2025 December 31, 2024

2025 December 31,

Senior Notes Payable:

12 unchanged sentences

378,985 401,307

1,370,842 1,530,656

Subtotal 1,323,772 1,530,656

Unamortized debt issuance costs ( 45 ) ( 95 )

Total Senior Notes Payable

Total Senior Note Payable

$ 1,323,727 $ 1,530,561

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.

As of June 30, 2025 and December 31, 2024, total senior notes outstanding were $ 1,323,727 (net of unamortized debt issue costs of $ 45 ) and $ 1,530,561 (net of unamortized debt issue costs of $ 95 ), respectively, with a weighted average interest rate of 5.59 % and 5.62 %, respectively.

Interest on senior notes is payable on a quarterly basis.

Interest expense on senior notes during the three months ended March 31, 2025 and 2024 totaled $ 21,654 and $ 24,438 , respectively.

Interest expense on senior notes during the three and six months ended June 30, 2025 and 2024 totaled $ 17,236 and $ 38,890 , and $ 22,977 and $ 47,415 , 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”).

In connection with the full redemption, the 6.375 % 2025 Notes, which were listed on Nasdaq under the ticker symbol “RILYM,” were delisted from Nasdaq and ceased trading on the Redemption Date.

During the six months ended June 30, 2025, the Company completed four private exchange transactions with institutional investor lenders pursuant to which the lenders exchanged senior notes for the New Notes, whereupon the exchanged notes were cancelled.

The exchange date, senior notes exchanged, New Notes issued and the issuance of warrants in conjunction with each of the four private exchange transactions (see Note 19 — Stockholder’s Equity for discussion of the warrants) during the six months ended June 30, 2025, is summarized in the following table:

Exchange Date Total

March 26, 2025 April 7, 2025 May 21, 2025 June 30, 2025

5.00 % Senior Notes due 2026

$ 36,745 $ 7,000 $ 75,000 $ 8,021 $ 126,766

5.50 % Senior Notes due 2026

86,309 — 29,535 — 115,844

5.25 % Senior Notes due 2028

— 5,000 — 18,096 23,096

6.00 % Senior Notes due 2028

— 10,000 34,537 1,892 46,429

Total exchanged Senior Notes principal $ 123,054 $ 22,000 $ 139,072 28,009 $ 312,135

8.00 % New Notes principal due in 2028

$ 87,753 $ 9,992 $ 93,067 $ 13,000 203,812

Warrants issued with the exchange (Note 19) 351,012 39,968 372,268 52,000 815,248

The total principal amount of New Notes issued for the four exchanges above totaled $ 203,812 .

The carrying amount of the New Notes in the amount of $ 247,468 at June 30, 2025 also includes the future undiscounted cash payments representing interest in the amount of $ 43,656 .

Each of the exchanges above represented a troubled debt restructuring.

As the carrying amount of the debt for each exchange exceeded the future undiscounted cash payments under the terms of the New Notes on the date of each exchange, the Company recorded a gain on the debt restructuring of $ 44,784 and $ 55,316 during the three and six months ended June 30, 2025.

The New Notes were recognized at a carrying value of $ 107,156 for the exchange dated March 26, 2025 and $ 140,312 for the three exchanges dated April 7, 2025, May 21, 2025, and June 30, 2025 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 “New Notes Indenture”), governing the issuance of New Notes dated March 26, 2025, April 7, 2025, May 21, 2025, and June 30, 2025 for the four exchanges noted above, 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.

7 unchanged sentences

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.

The New Notes 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 13 — ACCRUED EXPENSES AND OTHER LIABILITIES

13 unchanged sentences

NOTE 14 — 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 months ended March 31, 2025 and 2024 was as follows:

Revenue from contracts with customers by the Company’s five reportable operating segments and the All Other category during the three and six months ended June 30, 2025 and 2024 was as follows:

Markets Wealth

Management Communications Consumer Products All Other Total

Revenues for the three months ended June 30, 2025

Corporate finance, consulting and investment banking fees $ 32,346 $ — $ — $ — $ — $ 32,346

Wealth and asset management fees 959 29,373 — — — 30,332

Commissions, fees and reimbursed expenses 4,583 2,576 — — — 7,159

Subscription services — — 59,689 — — 59,689

Sale of goods — — 1,471 43,284 318 45,073

Advertising and other

— — 1,043 — 12,524 13,567

Total revenues from contracts with customers 37,888 31,949 62,203 43,284 12,842 188,166

Trading gains (losses), net 22,480 5,200 — — — 27,680

Fair value adjustments on loans 800 — — — — 800

Interest income - loans 3,853 — — — — 3,853

Interest income - securities lending 2,124 — — — — 2,124

Other 1,207 1,472 — — — 2,679

Total revenues $ 68,352 $ 38,621 $ 62,203 $ 43,284 $ 12,842 $ 225,302

Markets Wealth

Management Communications Consumer Products E-Commerce All Other Total

Revenues for the three months ended March 31, 2025

Revenues for the three months ended June 30, 2024

Corporate finance, consulting and investment banking fees $ 40,082 $ — $ — $ — $ — $ — $ 40,082

13 unchanged sentences

Markets Wealth

Management Communications Consumer Products All Other Total

Revenues for the three months ended March 31, 2024

Management Communications Consumer Products E-Commerce All Other Total

Revenues for the six months ended June 30, 2025

Corporate finance, consulting and investment banking fees $ 50,075 $ — $ — $ — $ — $ — $ 50,075

12 unchanged sentences

Total revenues $ 72,714 $ 85,899 $ 126,677 $ 85,387 $ 6,997 $ 33,691 $ 411,365

Markets Wealth

Management Communications Consumer Products E-Commerce All Other Total

Revenues for the six months ended June 30, 2024

Corporate finance, consulting and investment banking fees $ 90,245 $ — $ — $ — $ — $ — $ 90,245

Wealth and asset management fees 2,425 92,230 — — — — 94,655

Commissions, fees and reimbursed expenses 13,285 6,618 — — — — 19,903

Subscription services — — 156,126 — — — 156,126

Sale of goods — — 2,761 102,946 2,265 1,034 109,006

Advertising and other

— — 2,688 — 2,731 44,092 49,511

Total revenues from contracts with customers 105,955 98,848 161,575 102,946 4,996 45,126 519,446

Trading gains (losses), net ( 50,879 ) 1,891 — — — — ( 48,988 )

Fair value adjustments on loans ( 187,783 ) — — — — — ( 187,783 )

Interest income - loans 40,643 — — — — — 40,643

Interest income - securities lending 62,607 — — — — — 62,607

Other 4,634 1,916 — — — — 6,550

Total revenues $ ( 24,823 ) $ 102,655 $ 161,575 $ 102,946 $ 4,996 $ 45,126 $ 392,475

Contract Balances

2 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 $ 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.

Receivables related to revenues from contracts with customers totaled $ 61,233 and $ 68,653 as of June 30, 2025 and December 31, 2024, respectively.

The Company had no significant impairments related to these receivables during the three and six months ended June 30, 2025 and 2024.

The Company also has $ 3,144 and $ 3,387 of unbilled receivables included in prepaid expenses and other assets as of June 30, 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.

Deferred revenue as of June 30, 2025 and December 31, 2024 was $ 53,499 and $ 58,148 , respectively.

The Company expects to recognize the deferred revenue of $ 53,499 as of June 30, 2025 as service and fee revenues when the performance obligation is met during the years ended December 31, 2025 (remaining six months), 2026, 2027, 2028 and 2029 in the amount of $ 35,160 , $ 8,597 , $ 4,357 , $ 1,879 , and $ 1,103 , respectively.

The Company expects to recognize the deferred revenue of $ 2,403 after December 31, 2029.

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.

During the three months ended June 30, 2025 and 2024, the Company recognized revenue of $ 7,792 and $ 9,183 , respectively, that was recorded as deferred revenue at the beginning of the respective year.

During the six months ended June 30, 2025 and 2024, the Company recognized revenue of $ 25,033 and $ 29,725 , 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 $ 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.

(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 $ 5,170 and $ 5,694 as of June 30, 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 June 30, 2025 and 2024, the Company recognized expenses of $ 1,034 and $ 1,142 related to capitalized costs to fulfill a contract, respectively.

For the six months ended June 30, 2025 and 2024, the Company recognized expenses of $ 2,094 and $ 2,679 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 six months ended June 30, 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 March 31, 2025.

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 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.

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 June 30, 2025.

During the three months ended June 30, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time was $ 100,595 and $ 128,077 and over time was $ 87,572 and $ 127,963 , respectively.

During the six months ended June 30, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time was $ 191,065 and $ 266,153 and over time was $ 194,329 and $ 253,293 , respectively.

NOTE 15 — INCOME TAXES

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 effective income tax rate was a provision of 4.1 % for the three months ended June 30, 2025 as compared to a provision of 6.9 % for the three months ended June 30, 2024.

The Company’s effective income tax rate was a provision of less than 1 % for the six months ended June 30, 2025, as compared to a provision of 1.6 % for the six months ended June 30, 2024.

During the three months ended June 30, 2025, the Company had a provision for income taxes from continuing operations of $ 3,053 resulting primarily from the impact of recording uncertain tax positions for state and foreign taxes, interest and penalties.

During the three months ended June 30, 2024, the Company had a provision for income taxes from continuing operations of $ 29,183 resulting primarily from the impact of recording a valuation allowance on deferred tax assets as of June 30, 2024.

During the six months ended June 30, 2025, the Company had a provision for income taxes from continuing operations of $ 11 .

During the six months ended June 30, 2024, the Company had a provision for income taxes from continuing operations of $ 7,853 .

The effective income tax rates for the three and six months ended June 30, 2025 are less than the federal statutory tax rate of 21% due to being in a tax loss with a full valuation allowance.

The effective income tax rates for the three and six months ended June 30, 2024 are impacted by the valuation allowance recorded on deferred tax assets as of June 30, 2024.

As of June 30, 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 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.

As of June 30, 2025, a full valuation allowance 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 reassess 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.

7 unchanged sentences

While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, it will continue to monitor evolving tax legislation in the jurisdictions in which it operates.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act includes changes to U.S.

tax law that will be applicable to the Company beginning in fiscal year 2026.

These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures.

The Company is in the process of evaluating the impact of the Act to our financial statements.

NOTE 16 — EARNINGS PER SHARE

1 unchanged sentence

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.

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.

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 3,229,165 during the three and six months ended June 30, 2025 and 2,781,112 during the three and six months ended June 30, 2024, respectively.

Basic and diluted earnings per share were calculated as follows:

Three Months Ended March 31,

Three Months Ended June 30,

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 income (loss) $ 71,687 $ 69,312 $ 140,999 $ ( 449,151 ) $ 15,370 $ ( 433,781 )

Net income (loss) attributable to noncontrolling interests 1,528 — 1,528 ( 1,018 ) 841 ( 177 )

Net income (loss) attributable to B.

Riley Financial, Inc.

70,159 69,312 139,471 ( 448,133 ) 14,529 ( 433,604 )

Preferred stock dividends 2,015 — 2,015 2,015 — 2,015

Net income (loss) available to common shareholders $ 68,144 $ 69,312 $ 137,456 $ ( 450,148 ) $ 14,529 $ ( 435,619 )

Six Months Ended June 30,

Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total

Net income (loss) $ 51,725 $ 72,707 $ 124,432 $ ( 510,452 ) $ 28,717 $ ( 481,735 )

Net (loss) income attributable to noncontrolling interests ( 5,064 ) — ( 5,064 ) ( 1,021 ) 2,055 1,034

Net (loss) income attributable to B.

Net income (loss) attributable to B.

Riley Financial, Inc.

1 unchanged sentence

Preferred stock dividends 4,030 — 4,030 4,030 — 4,030

Net (loss) income available to common shareholders $ ( 15,385 ) $ 3,395 $ ( 11,990 ) $ ( 63,313 ) $ 12,133 $ ( 51,180 )

Net income (loss) available to common shareholders $ 52,759 $ 72,707 $ 125,466 $ ( 513,461 ) $ 26,662 $ ( 486,799 )

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted average common shares outstanding:

3 unchanged sentences

Diluted 30,527,835 30,352,054 30,512,757 30,170,819

Basic net (loss) income per common share:

Basic net income (loss) per common share:

Continuing operations $ 2.23 $ ( 14.83 ) $ 1.73 $ ( 17.02 )

Discontinued operations 2.27 0.48 2.38 0.89

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

Diluted net (loss) income per common share:

Basic income (loss) per common share $ 4.50 $ ( 14.35 ) $ 4.11 $ ( 16.13 )

Diluted net income (loss) per common share:

Continuing operations $ 2.23 $ ( 14.83 ) $ 1.73 $ ( 17.02 )

Discontinued operations 2.27 0.48 2.38 0.89

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

Diluted income (loss) per common share $ 4.50 $ ( 14.35 ) $ 4.11 $ ( 16.13 )

NOTE 17 — COMMITMENTS AND CONTINGENCIES

37 unchanged sentences

Kahn or any of his affiliates.

The receipt of subpoenas is not an indication that the SEC or its staff has determined that any violations of law have occurred.

The receipt of

subpoenas is not an indication that the SEC or its staff has determined that any violations of law have occurred.

Both the Company and Mr.

40 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 December 31, 2024, the indemnity rider was reduced to $ 2,997 , which remained outstanding at March 31, 2025.

During the period ended December 31, 2024, the indemnity rider was reduced to $ 2,997 , which remained outstanding at June 30, 2025.

1 unchanged sentence

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.

The Company is party to a purchase agreement with a public company (the “Issuer”) under which the Issuer may require the Company to purchase the Issuer’s convertible preferred stock prior to April 30, 2028.

If exercised, the Company would remit $ 25,000 in cash and receive preferred shares at a discount to their stated value, with the preferred stock convertible at the Company’s option into common shares of the Issuer based on a formula tied to market prices.

The preferred stock also includes a contingent redemption feature if the Issuer’s common stock declines below a specified price threshold.

As of June 30, 2025, the $ 25,000 commitment remained outstanding and had not been exercised by the Issuer, and no amounts were due.

The Company purchased the $ 25,000 of preferred shares from the Issuer on July 15, 2025.

NOTE 18 — SHARE-BASED PAYMENTS

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Share-based compensation expense for restricted stock units for continuing operations $ 2,649 $ 5,318 $ 5,658 $ 12,859

1 unchanged sentence

Total share-based compensation expense for restricted stock units $ 3,471 $ 6,042 $ 6,696 $ 14,416

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.

During the six months ended June 30, 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 statement 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 in January of 2025.

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.

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 modification was recognized by a reclassification 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 .

As of the six months ended June 30, 2025, the Company settled $ 2,287 of restricted stock units in cash and as of June 30, 2025, the liability was $ 396 , which is recorded in the “Accrued expenses and other liabilities” line item in the unaudited condensed consolidated balance sheet.

During the six months ended June 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 .

The restricted stock units generally vest over a period of one to five years based on continued service.

2 unchanged sentences

(b) Employee Stock Purchase Plan

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.

In connection with the Company’s Employee Stock Purchase Plan (the “Purchase Plan”), there was no share based compensation expense during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, share based compensation expense totaled $ 70 and $ 307 , respectively, of which $ 57 and $ 247 , respectively, was recorded in continuing operations and $ 13 and $ 60 , respectively, 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.

As of June 30, 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.

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.

1 unchanged sentence

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.

During the three and six months ended June 30, 2025, share-based compensation expense of $ 1,277 and $ 1,570 , respectively, 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.

(d) Common Stock and Stock Options Issued

On June 3, 2025, the Company issued 100,000 unregistered shares and options to purchase 300,000 shares of the Company’s common stock in connection with the employment agreement entered into with the Company’s chief financial officer.

The 100,000 unregistered shares issued were issued upon execution of the employment agreement as an employment inducement grant that is not subject to vesting conditions and expensed immediately.

The fair value of the unregistered shares of $ 295 was expensed upon issuance.

The 300,000 stock options vest in three tranches:

(1) 100,000 stock options with an exercise price of $ 7.00 , (2) 100,000 stock options with an exercise price of $ 10.00 and (3) 100,000 stock options with an exercise price of $ 12.50 .

The stock options vest over a three year period based on continued service and accelerate upon a change in control.

The maximum term of the stock options is 10 years.

The estimated fair value of $ 523 for the options was determined using the Black-Scholes Option Pricing Model, which included a risk free rate of 4.5 %, volatility of 66.5 % and expected dividend rate of zero .

During the three and six months ended June 30, 2025, share based compensation expense for the options totaled $ 14 .

NOTE 19 — STOCKHOLDERS’ EQUITY

2 unchanged sentences

The shares repurchased under the program are retired.

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of its common stock.

During the three and six months ended June 30, 2025 and 2024, the Company did not repurchase any shares of its common stock.

(b) Common Stock Warrants

6 unchanged sentences

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 %.

At inception on February 26, 2025, the fair value of the warrants were $ 7,860 and the fair value of the warrants were $ 4,160 at June 30, 2025 (see Note 2(l) - Fair Value Measurements).

The warrant liability of $ 4,160 at June 30, 2025 is included in other liabilities in Note 13 - Accrued Expenses and Other Liabilities and the change in value of the warrant liability of $ 1,000 and $ 3,700 for the three and six months ended June 30, 2025, respectively, is included in the “Change in fair value of financial instruments and other” line item in the unaudited condensed consolidated statements of operations.

In conjunction with the debt exchanges (see Note 12 - Senior Notes Payable), the Company issued seven -year warrants to the investors to purchase up to 464,236 and 815,248 shares of common stock at an exercise price of $ 10.00 as of the three and six months ended June 30, 2025, respectively.

The warrants contain certain anti-dilution provisions and upon

exercise, the warrant holders are entitled to dividends and distributions as if the warrants had been exercised in full prior to the dividend or distribution date.

The warrants meet the definition of a derivative and were classified within stockholder’s equity.

The following table summarizes the fair value of the warrants at issuance:

Exchange Date

March 26, 2025 April 7, 2025 May 21, 2025 June 30, 2025

Fair value at issuance $ 863 $ 67 $ 590 $ 80

The estimated fair value of the warrants issued was determined using the Black-Scholes Option Pricing Model which included the following inputs:

value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants of seven years, risk-free interest rates ranging from 4.0 % to 4.4 %, expected dividend yield of 0.0 %, and expected volatility of the price of the underlying common stock 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.

There were 2,834 shares of the Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024.

The total liquidation preference for the Series A Preferred Stock as of June 30, 2025 and December 31, 2024 was $ 73,289 (inclusive of cumulative unpaid dividends of $ 2,436 ) and $ 70,854 , respectively.

There were no dividends declared or paid on the Series A Preferred Stock during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 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.

There were 1,729 shares of the Series B Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024.

The total liquidation preference for the Series B Preferred Stock as of June 30, 2025 and December 31, 2024 was $ 44,822 (inclusive of cumulative unpaid dividends of $ 1,594 ) and $ 43,228 , respectively.

There were no dividends declared or paid on the Series B Preferred Stock during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 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.

4 unchanged sentences

As such, they are subject to the minimum net capital requirements promulgated by the SEC.

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 ;

As of June 30, 2025, BRS had net capital of $ 55,529 , which was $ 52,028 in excess of required minimum net capital of $ 3,501 ;

and BRWM had net capital of $ 6,763 , which was $ 5,045 in excess of required minimum net capital of $ 1,718 .

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 March 31, 2024 totaled $ 115 .

Management fees from the Funds during the three and six months ended June 30, 2024 totaled $ 28 and $ 143 , respectively.

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 .

As of June 30, 2025 and December 31, 2024, amounts due from related parties were $ 185 and $ 189 , respectively, of which $ 41 , was due from the Funds for management fees and other operating expenses at December 31, 2024.

As of June 30, 2025 and December 31, 2024, amounts due to related parties were $ 1,198 and $ 3,404 , respectively, of which $ 1,198 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 and six months ended June 30, 2025, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,068 and $ 2,285 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 2,478 and $ 5,339 , respectively.

During the three and six months ended June 30, 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,235 and $ 2,525 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 3,220 and $ 6,759 , respectively.

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 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.

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 until the executive officer’s departure on June 3, 2025.

Whitehawk has agreed to provide investment advisory services for GACP I, L.P.

and GACP II, L.P.

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.

During the six months ended June 30, 2024, management fees paid for investment advisory services by Whitehawk were $ 1,237 .

There were no management fees paid to Whitehawk during the 2025.

Whitehawk is no longer a related party upon the departure of the executive officer on June 3, 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).

9 unchanged sentences

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.

During the three months ended June 30, 2025 and 2024, the Company earned $ 2,982 and $ 968 , respectively, and during the six months ended June 30, 2025 and 2024, the Company earned $ 3,818 and $ 1,716 , 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.

2 unchanged sentences

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.

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.

19 unchanged sentences

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 was sold on February 7, 2025, and as such, we no longer owned the loan as of June 30, 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.

Interest income on this loan receivable was $ 2,238 and $ 4,392 during the three and six months ended June 30, 2024, respectively.

There was no interest income on this loan receivable during the three and six months ended June 30, 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.

4 unchanged sentences

As of the date of the filing of the Chapter 11 Cases, $ 93,000 in outstanding borrowings existed under the Conn’s Term Loan.

Any efforts to enforce payment obligations under the Conn’s Term Loan are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of the Conn’s Term Loan are subject to the applicable provisions of the Bankruptcy Code.

Bankruptcy Code.

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.

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.

During the three and six months ended June 30, 2024, interest income on these loans totaled $ 3,388 and $ 7,538 , respectively.

There was no interest income on these loans during 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.

3 unchanged sentences

Vintage Capital Management - Brian Kahn

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”).

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, (entered into 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.

7 unchanged sentences

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.

Fair value adjustments on the VCM loan receivable were decreases of $( 866 ) and $( 151,147 ) during the three months ended June 30, 2025 and 2024, respectively, and decreases of $( 589 ) and $( 168,385 ) during the six months ended June 30, 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.

Kahn are related parties as of June 30, 2025 and December 31, 2024.

Interest income was $ 6,082 and $ 12,164 , respectively during the three and six months ended June 30, 2024.

There was no interest income during the three and six months ended June 30, 2025.

Torticity, LLC

2 unchanged sentences

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 $ 1,209 during the three months ended March 31, 2024.

Interest income was $ 1,256 and $ 2,465 during the three and six months ended June 30, 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.

however, the entire loan remained impaired with no fair value at June 30, 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 $ 368 during the three months ended March 31, 2024.

Interest income was $ 476 and $ 844 during the three and six months ended June 30, 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.

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.

2 unchanged sentences

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.

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 which was subsequently paid off during the first quarter of 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 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 June 30, 2025 and December 31, 2024, respectively).

Interest income recorded on the loan receivable was $ 394 and $ 701 during the three and six months ended June 30, 2025, respectively.

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.

The outstanding balance on the secured revolving credit facility was $ 4,700 and $ 1,698 at June 30, 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.

During the three and six months ended June 30, 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 $ 563 and $ 1,694 , respectively.

At June 30, 2025 and December 31, 2024, amounts due from GA Holdings for these services totaled $ 185 and $ 121 , respectively.

GA Joann Retail Partnership, LLC

2 unchanged sentences

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 .

Interest income recorded on the loan receivable was $ 9 and $ 223 during the three and six months ended June 30, 2025, respectively .

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 March 31, 2025 and 2024, the Company earned $ 657 and $ 179 of fees related to these services, respectively.

During the three and six months ended June 30, 2025, the Company earned $ 1,964 and $ 2,621 of fees related to these services, respectively.

During the three and six months ended June 30, 2024, the Company earned $ 369 and $ 548 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.

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Capital Markets segment:

11 unchanged sentences

Depreciation and amortization ( 692 ) ( 745 ) ( 1,383 ) ( 1,516 )

Segment (loss) income ( 38,194 ) 445

Segment income (loss) 21,758 ( 188,510 ) ( 16,436 ) ( 188,065 )

Wealth Management segment:

Revenues - Services and fees 33,421 49,582 80,087 100,764

Trading income 612 600

Trading gains (losses), net 5,200 1,291 5,812 1,891

Total revenues 38,621 50,873 85,899 102,655

4 unchanged sentences

Depreciation and amortization ( 411 ) ( 1,048 ) ( 1,417 ) ( 2,103 )

Segment income 1,724 1,679

Segment (loss) income ( 1,319 ) 1,668 405 3,347

Communications segment:

20 unchanged sentences

Restructuring charge ( 36 ) ( 20 ) ( 36 ) ( 546 )

Impairment of goodwill and tradenames ( 1,500 ) ( 27,681 ) ( 1,500 ) ( 27,681 )

Segment loss ( 5,904 ) ( 29,310 ) ( 11,045 ) ( 32,716 )

11 unchanged sentences

Segment loss — ( 4,241 ) ( 6,114 ) ( 4,241 )

Consolidated operating (loss) income from reportable segments ( 38,049 ) 6,769

Consolidated operating income (loss) from reportable segments 25,518 ( 214,550 ) ( 12,531 ) ( 207,782 )

Revenues - Services and fees 11,961 22,610 31,157 44,092

14 unchanged sentences

Depreciation and amortization ( 181 ) ( 152 ) ( 333 ) ( 303 )

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

Restructuring charge ( 285 ) — ( 285 ) —

Operating income (loss) 10,815 ( 232,580 ) ( 50,662 ) ( 248,599 )

Interest income 492 797 1,978 1,460

Dividend income 122 460 257 3,464

Realized and unrealized losses on investments

( 14,500 ) ( 34,924 )

Realized and unrealized (losses) gains on investments 10,216 ( 155,241 ) ( 4,284 ) ( 190,165 )

Change in fair value of financial instruments and other 11,884 — 12,806 —

1 unchanged sentence

Gain on senior note exchange 44,454 — 54,986 —

Loss from equity investments ( 552 ) ( 4 )

Loss on extinguishment of debt ( 10,427 ) —

Income from equity investments 25,603 10 25,051 6

(Loss) gain on extinguishment of debt ( 10,266 ) 120 ( 20,693 ) 120

Interest expense:

5 unchanged sentences

Interest expense ( 23,952 ) ( 33,534 ) ( 53,916 ) ( 69,199 )

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

Benefit from income taxes 3,042 21,330

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

Income (loss) from continuing operations before income taxes 74,740 ( 419,968 ) 51,736 ( 502,599 )

Provision for income taxes ( 3,053 ) ( 29,183 ) ( 11 ) ( 7,853 )

Income (loss) from continuing operations 71,687 ( 449,151 ) 51,725 ( 510,452 )

Income from discontinued operations, net of income taxes 69,312 15,370 72,707 28,717

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

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

Net loss attributable to B.

Net income (loss) 140,999 ( 433,781 ) 124,432 ( 481,735 )

Net income (loss) attributable to noncontrolling interests 1,528 ( 177 ) ( 5,064 ) 1,034

Net income (loss) attributable to B.

Riley Financial, Inc.

1 unchanged sentence

Preferred stock dividends 2,015 2,015 4,030 4,030

Net loss available to common shareholders $ ( 11,990 ) $ ( 51,180 )

Net income (loss) available to common shareholders $ 137,456 $ ( 435,619 ) $ 125,466 $ ( 486,799 )

The following table presents revenues by geographical area:

Three Months Ended

Six Months Ended

2025 2024 2025 2024

Services and fees

23 unchanged sentences

The following table presents long-lived assets, which consists of property and equipment, net, by geographical area:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Long-lived Assets - Property and Equipment, net:

6 unchanged sentences

NOTE 23 — SUBSEQUENT EVENTS

Wealth Management

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.

As discussed in more detail in Note 12 - Senior Notes Payable with respect to prior private exchange transactions, on July 11, 2025, the Company completed private exchange transactions with institutional investors pursuant to which aggregate principal amounts of Exchanged Notes of approximately $ 2,061 of the 6.50 % Senior Notes Payable due September 30, 2026, $ 19,682 of the 5.00 % Senior Notes due December 2026, $ 4,706 of the 6.00 % Senior Notes due January 2028, and $ 16,389 of the 5.25 % Senior Notes due August 2028 owned by the investors were exchanged for approximately $ 24,611 aggregate principal amount of newly-issued New Notes, whereupon the Exchanged Notes were cancelled.

On November 11, 2025, the Company announced that our corporate name will be changed from B.

Riley Financial, Inc.

to BRC Group Holdings, Inc.

(the “Name Change”), effective on January 1, 2026.

Our trading symbol (“RILY”) and our CUSIP (05580M 108) will not change.

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