What changed in this filing

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Item 5. Other Information

2026-01-14 compared with 2025-12-15 · 16 added, 69 removed, 43 unchanged (66% of the section changed)

6 unchanged sentences

Description Form Exhibit Filing Date

10.1# Employment Agreement between B.

Riley Financial, Inc.

and Scott Yessner, dated as of May 19, 2025.

10.1 5/22/2025

10.2# Nonstatutory Stock Option Agreement between B.

Riley Financial, Inc.

and Scott Yessner, dated as of May 19, 2025.

10.2 5/22/2025

10.3§† Form of Warrant, for warrants issued to Annuity Investors Life Insurance Company, C.M.

Life Insurance Company, Massachusetts Mutual Life Insurance Company, and MassMutual Ascend Life Insurance Company, dated May 21, 2025.

10.1 5/28/2025

10.4§ Registration Rights Agreement by and between B.

Riley Financial, Inc., and Annuity Investors Life Insurance Company, C.M.

Life Insurance Company, Massachusetts Mutual Life Insurance Company, and MassMutual Ascend Life Insurance Company, dated as of May 21, 2025.

8-K 10.2 5/28/2025

10.5§ Equity Purchase Agreement, by and among B.

Riley Advisory Holdings, LLC, B.

Riley Advisory US, Inc., B.

Riley Financial, Inc., Gallop U.S.

Acquireco Inc., and 1001243443 Ontario Inc., dated as of June 27, 2025.

8-K 2.1 7/3/2025

10.6* First Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of May 12, 2025.

10.7§* Second Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of June 10, 2025.

10.8* Amendment to Credit Agreement by and among Babcock & Wilcox Enterprises, Inc., the other entities listed in Schedule I thereto, B.

Riley Financial, Inc., the Lenders party thereto, and Axos Bank, dated as of June 18, 2025.

10.9§* Revolving Credit, Term Loan and Security Agreement among Tiger US Holdings Inc., as the Initial Borrower;

the other Borrowers that are party thereto;

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of October 18, 2022.

Amendment No.

1 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower;

the other Borrowers that are party thereto;

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of October 31, 2023.

Amendment No.

2 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower;

the other Borrowers that are party thereto;

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of February 20, 2024.

Amendment No.

3 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower;

the other Borrowers that are party thereto;

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of June 27, 2024.

A mendment No.

2 to Credit Agreement amo ng Registrant , BR Financial Holdings, LLC and Oa ktree Fund Administration, LLC , date d as of July 8, 2025.

Form of Warrant, for warrants issued to Whitebox Multi-Stra tegy Partners, LP and Whitebox GT Fund , LP , dated as of July 11, 2025.

R egistration Right s Agreement by and bet ween Registrant , Whitebox Multi-Stra tegy Partners, LP and Whitebox GT Fund, LP, dated as of July 11, 2025.

Amendment No.

2 unchanged sentences

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of November 7, 2024.

and PNC Bank, National Association, as Lender and Agent, dated as of July 25 , 2025.

A mendment No.

7 Amendment No.

2 unchanged sentences

other loan parties that are party thereto;

and PNC Bank, National Association, as Lender and Agent, dated as of May 9, 2025.

10.15* Keepwell Agreement by and among B.

Riley Financial, Inc., B.

Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated February 20, 2024.

10.16* Amendment No.

1 to Keepwell Agreement by and among B.

Riley Financial, Inc., B.

Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated November 7, 2024.

10.17* Amendment No.

2 to Keepwell Agreement by and among B.

Riley Financial, Inc., B.

Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated May 9, 2025.

Form of Warrant, for warrants issued to VR Global Partners, L.P.

, dated as of June 30, 2025.

Registration Rights Agreement by and between B.

Riley Financial, Inc., and VR Global Partners, L.P.

dated as of June 30, 2025.

F orm of Warrant, for warrants issued to Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company (collectively “ AFG ” ) , dated as of April 7, 2025.

Registration Rights Agreement by and between B.

Riley Financial, Inc ., and Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company (collectively “ AFG ” ) , dated as of April 7, 2025.

and PNC Bank, National Association, as Lender and Agent, dated as of August 15, 2025.

A mendment No.

3 to Keepwell Agreement by and among Registrant , B.

Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated July 25, 2025.

S upplemental Indenture No.

2 by and amo ng Registrant and GLAS Trust Company LLC , dated as of A ugust 4, 2025.

Revolving Credit, Receivables Purchase, Security and Guaranty Agreement by and among Targus International LLC, Targus US LLC, Hyper Products Inc., Targus (Canada) Ltd., Tiger US Holdings Inc., Targus US Newco Inc., Targus International Holdco (UK) Limited, Targus Group (UK) Limited, Targus Europe Limited, Targus Asia Pacific Limited, and FGI Worldwide LLC as lender and agent , dated as of August 20, 2025.

10.1 8/26/2025

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

20 unchanged sentences

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

† The Warrant Agreements between the Company and each of Annuity Investors Life Insurance Company, C.M.

Life Insurance Company, Massachusetts Mutual Life Insurance Company and MassMutual Ascend Life Insurance Company are substantially identical in all material respects to the Form of Warrant incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on May 28, 2025, except that the “Issuance Amounts” in such holders’ agreements are 2,636, 13,384, 278,788 and 77,460, respectively.

‡ The Warrant Agreements between the Company and each of Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company are substantially identical in all material respects to the Form of Warrant incorporated herein, except that the “Issuance Amounts” in such holders’ agreements are 36,496, 1,736, and 1,736, respectively.

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

BRC Group Holdings, Inc.

Riley Financial, Inc.)

December 15, 2025

January 14, 2026

/s/ SCOTT YESSNER

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information