BRC Group Holdings, Inc. 10-Q

Item 1. Financial Statements. BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Condensed Consolidated Balance Sheets (Dollars in thousands, except par value) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Assets: Cash and cash equivalents (1) $ 184,225 $ 146,852 Restricted cash 1,274 100,475 Due from clearing brokers 148,291 30,713 Securities and other investments owned (includes $ 245,475 and $ 215,225 at fair value as of September 30, 2025 and December 31, 2024, respectively (1) ) 315,466 282,325 Securities borrowed 106,777 43,022 Accounts receivable, net of allowance for credit losses of $ 6,580 and $ 6,100 as of September 30, 2025 and December 31, 2024, respectively 63,457 68,653 Due from related parties 202 189 Loans receivable, at fair value (includes $ 27,845 and $ 51,902 from related parties as of September 30, 2025 and December 31, 2024, respectively) 55,018 90,103 Prepaid expenses and other assets (includes $ 118 and $ 3,449 from related parties as of September 30, 2025 and December 31, 2024, respectively) (1) 219,401 242,916 Operating lease right-of-use assets 36,263 51,509 Property and equipment, net 18,084 18,679 Goodwill 392,687 392,687 Other intangible assets, net 124,645 146,446 Deferred income taxes 1,300 13,598 Assets held for sale (Note 4) — 84,723 Assets of discontinued operations (Note 4) 2,221 70,373 Total assets $ 1,669,311 $ 1,783,263 LIABILITIES AND EQUITY (DEFICIT) Liabilities: Accounts payable $ 41,429 $ 51,238 Accrued expenses and other liabilities (1) 183,395 185,745 Deferred revenue 51,982 58,148 Deferred income taxes 2,328 5,462 Due to related parties and partners 2,595 3,404 Securities sold not yet purchased 22,375 5,675 Securities loaned 89,165 27,942 Operating lease liabilities 44,901 58,499 Notes payable — 28,021 Loan participations sold — 6,000 Revolving credit facility 10,167 16,329 Term loans, net 121,924 199,429 Senior notes payable, net 1,311,311 1,530,561 Liabilities held for sale (Note 4) — 41,505 Liabilities of discontinued operations (Note 4) 830 21,321 Total liabilities 1,882,402 2,239,279 Commitments and contingencies (Note 17) 1 Table of Contents BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) equity (deficit): Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 4,563 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; and liquidation preference of $ 120,127 and $ 114,082 as of September 30, 2025 and December 31, 2024, respectively — — Common stock, $ 0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 3 3 Additional paid-in capital 596,320 589,387 Accumulated deficit ( 850,129 ) ( 1,070,996 ) Accumulated other comprehensive loss ( 6,654 ) ( 6,569 ) Total Registrant stockholders’ deficit ( 260,460 ) ( 488,175 ) Noncontrolling interests (1) 47,369 32,159 Total deficit ( 213,091 ) ( 456,016 ) Total liabilities and deficit $ 1,669,311 $ 1,783,263 (1) At September 30, 2025, the balance sheet includes cash of $ 194 , securities and other investments owned, at fair value of $ 666 , prepaid and other expenses of $ 3,795 , accrued expenses and other liabilities of $ 10 and noncontrolling interest of $ 4,643 of consolidated variable interest entities (Note 2 (o) ). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Condensed Consolidated Statements of Operations (Loss) (Unaudited) (Dollars in thousands, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Services and fees (includes $ 1,319 and $ 2,227 for the three months ended September 30, 2025 and 2024 and $ 9,168 and $ 7,802 for the nine months ended September 30, 2025 and 2024 from related parties, respectively) $ 170,668 $ 174,573 $ 475,279 $ 591,563 Trading gains (losses), net 53,012 ( 1,238 ) 64,521 ( 50,226 ) Fair value adjustments on loans (includes $( 49 ) and $( 68,768 ) for the three months ended September 30, 2025 and 2024 and $( 3,185 ) and $( 265,512 ) for the nine months ended September 30, 2025 and 2024 from related parties, respectively) 1,299 ( 71,477 ) ( 5,997 ) ( 259,260 ) Interest income - loans (includes $ 647 and $ 7,472 for the three months ended September 30, 2025 and 2024 and $ 1,818 and $ 34,875 for the nine months ended September 30, 2025 and 2024 from related parties, respectively) 2,094 11,251 9,143 51,894 Interest income - securities lending 2,523 7,007 5,487 69,614 Sale of goods 48,275 55,248 140,803 164,254 Total revenues 277,871 175,364 689,236 567,839 Operating expenses: Direct cost of services 31,291 49,659 107,207 168,008 Cost of goods sold 35,001 40,312 106,847 118,897 Selling, general and administrative expenses 143,892 161,075 453,649 518,029 Restructuring charge (Note 5) 184 116 505 925 Impairment of goodwill and tradenames — — 1,500 27,681 Interest expense - Securities lending and loan participations sold 2,094 6,359 4,781 65,055 Total operating expenses 212,462 257,521 674,489 898,595 Operating income (loss) 65,409 ( 82,157 ) 14,747 ( 330,756 ) Other income (expense): Interest income 1,491 1,432 3,469 2,892 Dividend income 564 675 821 4,139 Realized and unrealized gains (losses) on investments 32,756 ( 22,197 ) 28,472 ( 212,362 ) Change in fair value of financial instruments and other ( 3,314 ) — 9,492 — Gain on sale and deconsolidation of businesses — 476 86,213 790 Gain on senior note exchange 12,222 — 67,208 — Income from equity investments 9,193 6 34,244 12 Loss on extinguishment of debt ( 950 ) ( 5,900 ) ( 21,643 ) ( 5,780 ) Interest expense ( 18,769 ) ( 32,996 ) ( 72,685 ) ( 102,195 ) Income (loss) from continuing operations before income taxes 98,602 ( 140,661 ) 150,338 ( 643,260 ) Provision for income taxes ( 1,183 ) ( 9,950 ) ( 1,194 ) ( 17,803 ) Income (loss) from continuing operations 97,419 ( 150,611 ) 149,144 ( 661,063 ) (Loss) income from discontinued operations, net of income taxes ( 1,866 ) ( 136,987 ) 70,841 ( 108,270 ) Net income (loss) 95,553 ( 287,598 ) 219,985 ( 769,333 ) 3 Table of Contents Net income (loss) attributable to noncontrolling interests 4,470 ( 3,201 ) ( 594 ) ( 2,167 ) Net income (loss) attributable to Registrant 91,083 ( 284,397 ) 220,579 ( 767,166 ) Preferred stock dividends 2,015 2,015 6,045 6,045 Net income (loss) available to common shareholders $ 89,068 $ ( 286,412 ) $ 214,534 $ ( 773,211 ) Basic net income (loss) per common share: Continuing operations $ 2.97 $ ( 5.02 ) $ 4.70 $ ( 22.01 ) Discontinued operations ( 0.06 ) ( 4.37 ) 2.32 ( 3.52 ) Basic income (loss) per common share $ 2.91 $ ( 9.39 ) $ 7.02 $ ( 25.53 ) Diluted net income (loss) per common share: Continuing operations $ 2.97 $ ( 5.02 ) $ 4.70 $ ( 22.01 ) Discontinued operations ( 0.06 ) ( 4.37 ) 2.32 ( 3.52 ) Diluted income (loss) per common share $ 2.91 $ ( 9.39 ) $ 7.02 $ ( 25.53 ) Weighted average basic common shares outstanding 30,597,066 30,499,931 30,541,169 30,281,324 Weighted average diluted common shares outstanding 30,597,066 30,499,931 30,541,169 30,281,324 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ 95,553 $ ( 287,598 ) $ 219,985 $ ( 769,333 ) Other comprehensive income (loss): Change in cumulative translation adjustment ( 756 ) 3,981 ( 85 ) ( 1,135 ) Other comprehensive (loss) income, net of tax ( 756 ) 3,981 ( 85 ) ( 1,135 ) Total comprehensive income (loss) 94,797 ( 283,617 ) 219,900 ( 770,468 ) Comprehensive income (loss) attributable to noncontrolling interests 4,470 ( 3,201 ) ( 594 ) ( 2,167 ) Comprehensive income (loss) attributable to Registrant $ 90,327 $ ( 280,416 ) $ 220,494 $ ( 768,301 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Condensed Consolidated Statements of Equity (Deficit) (Unaudited) (Dollars in thousands, except share and per share data) For the Three Months Ended September 30, 2025 and 2024 Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity (Deficit) Shares Amount Shares Amount Balance, July 1, 2025 4,563 $ — 30,597,066 $ 3 $ 595,432 $ ( 941,243 ) $ ( 5,898 ) $ 42,403 $ ( 309,303 ) Warrants issued — — — — 248 — — — 248 Share based payments — — — — 640 — — — 640 Share based payments in equity of subsidiary — — — — — — — 851 851 Dividend forfeitures on unvested equity awards — — — — — 31 — — 31 Net income — — — — — 91,083 — 4,470 95,553 Distributions to noncontrolling interests — — — — — — — ( 355 ) ( 355 ) Other comprehensive loss — — — — — — ( 756 ) — ( 756 ) Balance, September 30, 2025 4,563 $ — 30,597,066 $ 3 $ 596,320 $ ( 850,129 ) $ ( 6,654 ) $ 47,369 $ ( 213,091 ) Balance, July 1, 2024 4,563 $ — 30,499,931 $ 3 $ 585,493 $ ( 798,945 ) $ ( 4,887 ) $ 75,233 $ ( 143,103 ) Share based payments — — — — 2,658 — — — 2,658 Share based payments in equity of subsidiary — — — — 34 — — — 34 Vesting of shares in equity of subsidiary — — — — ( 137 ) — — 137 — Dividends on common stock, net of forfeitures — — — — — 629 — — 629 Dividends on 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 — — — — — ( 284,397 ) — ( 3,201 ) ( 287,598 ) Distributions to noncontrolling interests — — — — — — — ( 1,064 ) ( 1,064 ) Contributions from noncontrolling interests — — — — — — — 256 256 Other comprehensive income — — — — — — 3,981 — 3,981 Balance, September 30, 2024 4,563 $ — 30,499,931 $ 3 $ 588,048 $ ( 1,084,728 ) $ ( 906 ) $ 71,361 $ ( 426,222 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 6 Table of Contents For the Nine Months Ended September 30, 2025 and 2024 Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity (Deficit) Shares Amount Shares Amount 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 ) Common stock forfeited — — ( 2,865 ) — — — — — — Warrants issued — — — — 1,848 — — — 1,848 Share based payments — — — — 6,976 — — — 6,976 Share based payments in equity of subsidiary — — — — 23 — — 2,421 2,444 Vesting of shares in equity of subsidiary — — — — ( 71 ) — — — ( 71 ) Dividend forfeitures on unvested equity awards — — — — — 288 — — 288 Net income (loss) — — — — — 220,579 — ( 594 ) 219,985 Distributions to noncontrolling interests — — — — — — — ( 3,604 ) ( 3,604 ) Common stock issuance in equity of subsidiary — — — — — — — 1,575 1,575 Disposition from sale and deconsolidation of businesses — — — — — — — 2,918 2,918 Initial consolidation of VIE — — — — — — — 12,494 12,494 Other comprehensive loss — — — — — — ( 85 ) — ( 85 ) Balance, September 30, 2025 4,563 $ — 30,597,066 $ 3 $ 596,320 $ ( 850,129 ) $ ( 6,654 ) $ 47,369 $ ( 213,091 ) Balance, January 1, 2024 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566 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 — — — — 17,381 — — — 17,381 Share based payments in equity of subsidiary — — — — 106 — — — 106 Vesting of shares in equity of subsidiary — — — — ( 137 ) — — 137 — Dividends on common stock ($ 1.00 per share), net of forfeitures — — — — — ( 30,232 ) — — ( 30,232 ) Dividends on Series A preferred stock ($ 0.4296875 per depository share) — — — — — ( 3,654 ) — — ( 3,654 ) Dividends on Series B preferred stock ($ 0.4609375 per depository share) — — — — — ( 2,391 ) — — ( 2,391 ) Net loss — — — — — ( 767,166 ) — ( 2,167 ) ( 769,333 ) Distributions to noncontrolling interests — — — — — — — ( 2,921 ) ( 2,921 ) Contributions from noncontrolling interests — — — — — — — 3,213 3,213 Acquisition of noncontrolling interests — — — — — — — 4,650 4,650 Other comprehensive loss — — — — — — ( 1,135 ) — ( 1,135 ) Balance, September 30, 2024 4,563 $ — 30,499,931 $ 3 $ 588,048 $ ( 1,084,728 ) $ ( 906 ) $ 71,361 $ ( 426,222 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 7 Table of Contents BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) Condensed Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities (1) : Net income (loss) $ 219,985 $ ( 769,333 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 27,232 34,127 Provision for losses on accounts receivable 2,589 2,498 Share-based compensation 11,018 17,594 Fair value and remeasurement adjustments, non-cash (includes $ 3,186 and $ 265,512 from related parties for 2025 and 2024, respectively) ( 8,621 ) 261,357 Non-cash interest and other (includes $( 268 ) and $( 31,949 ) from related parties for 2025 and 2024, respectively) 9,203 ( 26,307 ) Depreciation of rental merchandise 9,898 11,718 Net foreign currency gains ( 470 ) ( 297 ) Income from equity investments ( 34,244 ) ( 12 ) Dividends from equity investments 189 111 Deferred income taxes 9,164 20,455 Impairment of goodwill and tradenames 1,500 27,681 (Gain) loss on disposal of discontinued operations ( 66,795 ) 39,500 (Gain) loss on sale or disposal of fixed assets and other ( 1,298 ) 67 Gain on sale and deconsolidation of businesses ( 86,213 ) ( 790 ) Loss on extinguishment of debt 21,643 5,780 Gain on senior note exchange ( 67,208 ) — Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests — 1,416 Change in operating assets and liabilities: Amounts due to/from clearing brokers ( 117,578 ) 19,467 Securities and other investments owned ( 33,989 ) 639,280 Securities borrowed ( 63,755 ) 2,806,935 Accounts receivable 238 7,238 Prepaid expenses and other assets (includes $ 3,331 and $ 8,565 from related parties for 2025 and 2024, respectively) 9,528 23,031 Accounts payable, accrued expenses and other liabilities 1,409 ( 34,577 ) Amounts due to/from related parties and partners ( 910 ) ( 569 ) Securities sold not yet purchased 16,700 ( 6,151 ) Deferred revenue ( 6,126 ) ( 9,433 ) Securities loaned 60,979 ( 2,804,492 ) Net cash (used in) provided by operating activities ( 85,932 ) 266,294 Cash flows from investing activities (1) : Purchases of loans receivable (includes $( 75,853 ) and $( 16,259 ) from related parties for 2025 and 2024, respectively) ( 114,255 ) ( 79,913 ) 8 Table of Contents Repayments of loans receivable (includes $ 90,556 and $ 49,876 from related parties for 2025 and 2024, respectively) 137,744 105,331 Proceeds from sale 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 4,000 Acquisition of businesses and minority interest, net of $ — and $ 604 cash acquired for 2025 and 2024, respectively — ( 19,142 ) Proceeds from sale of business, net of cash sold and other 94,938 258 Purchases of property, equipment and intangible assets ( 10,283 ) ( 6,725 ) Proceeds from sale of property, equipment, intangible assets, and other 7,587 — Distributions from equity investments 37,536 — Purchases of equity and other investments ( 6,621 ) ( 1,065 ) Consolidation of VIE 359 — Proceeds from sale of discontinued operations, net of $ 3,344 and $ — cash sold for 2025 and 2024, respectively 114,032 — Net cash provided by investing activities 275,927 25,529 Cash flows from financing activities (1) : Proceeds from revolving line of credit 86,065 64,101 Repayment of revolving line of credit ( 92,227 ) ( 94,221 ) Proceeds from note payable 850 15,000 Repayment of notes payable and other ( 13,437 ) ( 6,156 ) Repayment of term loan ( 314,253 ) ( 138,574 ) Proceeds from term loan 235,550 — Redemption of senior notes ( 145,302 ) ( 140,491 ) Payment of debt issuance and offering costs ( 13,207 ) ( 3,484 ) Payment of contingent consideration ( 1,424 ) ( 7,395 ) ESPP and payment of employment taxes on vesting of restricted stock — ( 3,136 ) Common dividends paid — ( 33,627 ) Preferred dividends paid — ( 6,045 ) Distributions to noncontrolling interests ( 3,604 ) ( 4,560 ) Contributions from noncontrolling interests — 3,213 Proceeds from exercise of warrants — 653 Net cash used in financing activities ( 260,989 ) ( 354,722 ) Decrease in cash, cash equivalents and restricted cash (1) ( 70,994 ) ( 62,899 ) Effect of foreign currency on cash, cash equivalents and restricted cash (1) ( 183 ) ( 1,092 ) Net decrease in cash, cash equivalents and restricted cash (1) ( 71,177 ) ( 63,991 ) Cash, cash equivalents and restricted cash from continuing operations, beginning of period 248,651 218,546 Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 8,025 15,293 Cash, cash equivalents and restricted cash, beginning of period 256,676 233,839 Cash, cash equivalents and restricted cash from continuing operations, end of period 185,499 153,269 Cash, cash equivalents and restricted cash from discontinued operations, end of period — 16,579 Cash, cash equivalents and restricted cash, end of period $ 185,499 $ 169,848 Supplemental disclosures (Note 2(f)): Interest paid $ 75,961 $ 205,421 Taxes paid $ 2,888 $ 5,818 9 Table of Contents (1) Amounts presented contain results from both continuing and discontinued operations. Refer to Note 4 – Discontinued Operations and Assets Held for Sale for additional information regarding cash flow associated with the results of discontinued operations. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 10 Table of Contents BRC GROUP HOLDINGS, INC. (F/K/A B. RILEY FINANCIAL, INC.) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data) NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) and its subsidiaries (collectively, the “Company”) provide investment banking, brokerage, wealth management, asset management, direct lending, and business advisory services to a broad client base spanning public and private companies, financial sponsors, investors, financial institutions, legal and professional services firms, and individuals. The Company also has a portfolio of communication related businesses that provide consumer internet access and cloud communication services, Tiger US Holdings, Inc. (“Targus”), which designs and sells laptop and computer accessories, and E-Commerce, a technology platform provider that delivers Commerce-as-a-Service (“CaaS”) solutions for apparel brands and other retailers. The Company operates in five reportable operating segments: (i) Capital Markets, through which the Company provides investment banking, corporate finance, securities lending, restructuring, research, sales and trading services to corporate and institutional clients; (ii) Wealth Management, through which the Company provides wealth management and tax services to corporate and high-net-worth clients; (iii) Communications, through which the Company provides consumer Internet access and related subscription services, cloud communication services, and mobile phone voice, text, and data services and devices; (iv) Consumer Products, which generates revenue through sales of laptop and computer accessories; and (v) E-Commerce, which is a technology platform provider that delivers CaaS solutions for apparel brands and other retailers. 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. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations. The Company’s reporting segments have also been changed for the effects of the discontinued operations. For more information, see Note 4 - Discontinued Operations and Assets Held for Sale. Recent Developments On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel Financial Corp. (“Stifel”). 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. Riley Environmental Holdings, LLC and other indirect subsidiaries of the Company which included Atlantic Coast Recycling, LLC (“Atlantic Coast Recycling”), Atlantic Coast Recycling of Ocean County, LLC, (“Atlantic Coast Recycling of Ocean County” and, together with Atlantic Coast Recycling, the “Atlantic Companies”), entered into a Membership Interest Purchase Agreement, dated as of March 1, 2025 (the “MIPA”), whereby all of the issued and outstanding membership interests in each of the Atlantic Companies (the “Interests”) owned by BRFH and the minority holders were sold to a third party for an agreed upon purchase price subject to certain adjustments and holdback amount pending receipt of a certain third party consent. Net cash proceeds received as a result of the sale were net of adjustments for amounts allocated to non-controlling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. The Company recognized a gain of $ 52,430 in connection with the sale, which is included in the “Gain on sale and deconsolidation of businesses” line item on the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 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. 11 Table of Contents On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of its wholly owned subsidiary, GlassRatner Advisory & Capital Group, LLC, a Delaware limited liability company (“GlassRatner”), and B. Riley Farber Advisory Inc., an Ontario corporation (“Farber”). The aggregate cash consideration paid by the buyers for the interests of GlassRatner and shares of Farber was $ 117,800 , which is based on a target closing working capital amount that is subject to adjustment within 180 -days following the sale date. Upon closing the transaction, the Company recognized a gain of $ 66,795 , 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 nine months ended September 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. Name Change On January 1, 2026, the Company’s previously announced name change became effective. The name of the Company is now BRC Group Holdings, Inc. Our trading symbol (“RILY”) and our CUSIP (05580M108) remain the same. Liquidity For the nine months ended September 30, 2025, the Company generated net income of $ 220,579 . During the nine months ended September 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, during the nine months ended September 30, 2025, the Company completed five 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, $ 2,061 of the 6.50 % Senior Notes Payable due September 2026, $ 146,448 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 $ 228,423 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 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 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 12 Table of Contents 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. A hearing before the Hearings Panel was held on November 4, 2025. 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, the Q2 Report on December 15, 2025 and this Q3 Report on the filing date hereof. The Company believes it has met all deadlines requested by the Hearings Panel in the Decision Letter. 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. There can be no assurance that the Company will be able to file future reports timely or meet other Nasdaq continued listing requirements in the future. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( a) Principles of Consolidation and Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) and its wholly owned and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated upon consolidation. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations; see Note 1 - Organization and Nature of Business Operations and Note 4 - Discontinued Operations and Assets Held for Sale. The Company consolidates all entities that it controls through a majority voting interest. In addition, the Company performs an analysis to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity (“VIE”) including ongoing reassessments of whether it is the primary beneficiary of a VIE. See Note 2(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 SEC. The condensed consolidated balance sheet at December 31, 2024 was derived from our audited annual consolidated financial statements. Certain information and footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented have been included. The disclosures presented in our notes to the unaudited condensed consolidated financial statements are presented on a continuing operations basis. These unaudited condensed consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The unaudited results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. 13 (b) Risks and Uncertainties In 2025, the United States introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions. To the extent that trade tariffs and other restrictions imposed by the United States or other countries increase the price of, or limit the amount of, our products or components or materials used in our products imported into the United States or other countries, or create adverse tax consequences, the sales, cost, or gross margin of our products that are sold in our Consumer Products segment may be adversely affected and the demand from our customers for products may be diminished. Uncertainty surrounding international trade policy and regulations as well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending and may impact the Company’s results of operations. (c) Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of revenue and expense during the reporting periods. Estimates are used when accounting for certain items such as valuation of securities, allowance for credit losses, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, embedded derivatives, warrant liabilities, accounting for income tax valuation allowances, and sales returns and allowances. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may significantly differ. (d) Concentration of Risk Revenues in the Capital Markets, Wealth Management, Communications, and E-Commerce segments are primarily generated in the United States. Revenues in the Consumer Products segment are primarily generated in the United States, Canada, and Europe. The Company maintains cash in various federally insured banking institutions. The account balances at each institution periodically exceed the Federal Deposit Insurance Corporation’s (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. The Company has not experienced any losses in such accounts and mitigates this risk by utilizing financial institutions of high credit quality. (e) Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. 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: September 30, 2025 December 31, 2024 Cash and cash equivalents $ 184,225 $ 146,852 Restricted cash 1,274 100,475 Total cash, cash equivalents and restricted cash $ 185,499 $ 247,327 (f) Supplemental Non-cash Disclosures During the nine months ended September 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 nine months ended September 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 $ 146,448 , its 5.25 % Senior Notes due August 2028 in the aggregate principal amount of $ 39,486 , its 6.00 % Senior Notes due January 2028 in the aggregate principal amount of $ 51,134 , and its 6.50 % Senior Notes due September 2026 in the aggregate principal amount of $ 2,061 for its New Notes in the aggregate principal amount of $ 277,007 for a net gain on 14 exchange of senior notes of $ 67,208 . 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 , 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 $ 1,848 . During the nine months ended September 30, 2024, there was non-cash investing activity related to the receipt of a note receivable in the amount of $ 2,000 related to the sale of certain assets, $ 42,077 related to a loan receivable, at fair value that converted into equity securities, DIP loan conversion to purchase consideration equity for the purchase of Nogin, Inc. (“Nogin”) in the amount of $ 37,700 , and $ 11,453 related to a loan receivable, at fair value that converted into equity securities. There was also non-cash investing activity of $ 22,576 related to loans transferred to loans held for sale from loans receivable at fair value. During the nine months ended September 30, 2024, there was non-cash financing activity related to the Company’s redemption of its 6.375 % Senior Notes due 2025 in the aggregate principal amount of $ 1,130 in exchange for 36,903 shares of its common stock at fair value of $ 1,011 for a net gain on extinguishment of debt of $ 120 . (g) Accounts Receivable 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. In establishing the required allowance, management utilizes the expected loss model, which includes the pooling of receivables using the aging method, historical losses, current market conditions, and reasonable supportable forecasts of expected losses. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s bad debt expense and changes in the allowance for credit losses are included in Note 7 - Accounts Receivable. (h) Inventories Inventories are substantially all finished goods from the Consumer Products and Communications segments and are stated at the lower of cost, determined on the first-in, first-out (FIFO) basis, or net realizable value. The Company maintains an allowance for excess and obsolete inventories to reflect its estimate of realizable value of the inventory based on historical sales and recoveries. Inventories are included in the “Prepaid expenses and other assets” line item in the unaudited condensed consolidated balance sheets. (i) Rental Merchandise Rental merchandise is carried at cost, net of accumulated depreciation. When initially purchased, merchandise is not depreciated until it is leased to its rent-to-own customers. Leased merchandise is depreciated over the lease term of the rental agreement and recorded as cost of sales. Rental merchandise that is returned is depreciated from the net book value on the day of the return on a straight-line basis for 24 months until the item is leased again or reaches a zero-dollar salvage value. Damaged or lost merchandise is written off monthly. (j) Loans Receivable Under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments , the Company elected the fair value option for all outstanding loans receivable. Management evaluates the performance of the loan portfolio on a fair value basis. Under the fair value option, loans 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 operations. At the time of origination, the Company’s loans receivable are collateralized by the assets of borrowers and other pledged collateral and may have guarantees to provide for protection of the payments due on loans receivable. The fair value of loans receivable was $ 55,018 and $ 90,103 as of September 30, 2025 and December 31, 2024, respectively. The loan receivable with Great American Holdings, LLC (“GA Holdings”) described below represents 45.4 % and 1.9 % of total loans receivable, at fair value at September 30, 2025 and December 31, 2024, respectively. The Company also has loans receivable from Exela Technologies, Inc. that represents 45.8 % and 35.7 % of total loans receivable at fair value at September 30, 2025 and December 31, 2024, respectively. The loans have various maturities through February 15 2029. As of September 30, 2025 and December 31, 2024, the principal balances net of discounts of loans receivable accounted for under the fair value option was $ 377,964 and $ 446,004 , respectively. The net principal balances of loans receivable exceeded the fair value of loans by $ 322,946 and $ 355,901 as of September 30, 2025 and December 31, 2024, respectively. The Company recorded net realized and unrealized gains of $ 1,299 and losses of $ 5,997 during the three and nine months ended September 30, 2025, respectively, and net realized and unrealized losses of $ 71,477 and $ 259,260 during three and nine months ended September 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 $ 1,303 , which represented approximately 2.4 % of total loans receivable, at fair value as of September 30, 2025. The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 325,155 as of September 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 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 was $ 1,316 and $( 71,746 ) during the three months ended September 30, 2025 and 2024, respectively, and $( 5,980 ) and $( 259,163 ) for the nine months ended September 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. Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance and is included in the “Interest income - loans” line item in the unaudited condensed consolidated statements of operations. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients. As of September 30, 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 September 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 , 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 Freedom VCM, Inc. (“Freedom VCM”) in an amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. Amounts owing under the Amended and Restated Note may be repaid at any time without penalty. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM’s equity interests owned by Mr. Kahn, the chief executive officer (“CEO”) and a member of the board of directors of Freedom VCM as of December 31, 2023, and his spouse with a value, based on the transaction price of the take private transaction that included the acquisition of the Franchise Group, Inc. (“FRG”) by a buyer group that included members of senior management of FRG, led by Mr. Kahn, FRG’s then CEO (the “FRG take-private transaction”), of $ 227,296 as of August 21, 2023. On January 22, 2024, Mr. Kahn resigned as CEO and a member of the board of directors of Freedom VCM. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 (“Chapter 11 Cases”) of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”), which impacted the collateral for this loan receivable. To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan an unrealized loss will be recorded in the unaudited condensed consolidated statements of operations. 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 16 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 $ 1,303 and $ 2,057 as of September 30, 2025 and December 31, 2024, respectively. The remaining principal balance was $ 224,968 and $ 224,968 as of September 30, 2025 and December 31, 2024 and exceeded the fair value of the loan receivable by $ 223,665 and $ 222,911 , respectively. On September 29, 2025, the SEC filed a complaint in the U.S. District Court for the District of New Jersey against Prophecy Asset Management LP (“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. Attorney’s Office for the District of New Jersey indicated that the U.S. Attorney’s Office has charged Kahn with securities fraud in connection with his activities as a Prophecy sub-adviser. On December 10, 2025, Mr. Kahn plead guilty to one count of conspiracy to commit securities fraud. W.S. Badcock Corporation and Freedom VCM Receivables, Inc. Loans Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Badcock Receivables I”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), which at the time was an indirect wholly owned subsidiary of FRG, which became a subsidiary of Freedom VCM as a result of the transaction on August 21, 2023. The Company paid $ 400,000 in cash to WSBC for the purchase of certain consumer credit receivables which are small consumer loans issued by WSBC to consumers for the purchase of merchandise sold at WSBC’s stores. On September 23, 2022, the Company’s then majority-owned subsidiary, B Riley Receivables II, LLC (“BRRII”), a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“Badcock Receivables II”) with WSBC. This purchase of $ 168,363 consumer credit receivables of WSBC was partially financed by a $ 148,200 term loan. During the three months ended March 31, 2023, BRRII entered into Amendment No. 2 and No. 3 to Badcock Receivables II with WSBC for a total of $ 145,278 in additional consumer credit receivables. The accounting for these transactions resulted in the Company recording a loan receivable from WSBC with the recognition of interest income at an imputed rate based on the cash flows expected to be received from the collection of the consumer receivables that serve as collateral for the loan. The collateral for these loans receivable are the individual consumer credit receivables that were originally issued to WSBC consumers for merchandise sold in WSBC stores and the total amount of collections on these loans receivable is dependent upon their credit performance. These loans receivable are measured at fair value. On August 21, 2023, all of the equity interests of BRRII were sold to Freedom VCM Receivables, Inc. (“Freedom VCM Receivables”), a subsidiary of Freedom VCM, which resulted in a loss of $ 78 . In connection with the sale, Freedom VCM Receivables entered into the Freedom Receivables Note in the amount of $ 58,872 , with a stated interest rate of 19.74 % per annum and a maturity date of August 21, 2033 with payments of principal and interest on the note limited solely to the performance of certain consumer receivables held by BRRII. This loan receivable is measured at fair value. In connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provided to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Master Receivables Purchase Agreements and the Servicing Agreement. 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 nine months ended September 30, 2025. As such, the Company no longer owned the two loans as of September 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. The principal balances of the two loans exceeded their fair value by $ 39,744 in aggregate as of December 31, 2024. Conn’s, Inc. Loan Receivable On December 18, 2023, WSBC was sold by Freedom VCM to Conn’s, Inc. (“Conn’s”) whereby the Company loaned Conn’s $ 108,000 pursuant to the “Conn’s Term Loan” which bears interest at an aggregate rate per annum equal to the Term Secured Overnight Financing Rate (“SOFR”) Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on February 20, 2027. Future collection of the Conn’s loan receivable is expected to 17 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. The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations of the loan receivable issued to Conn’s. Any efforts to enforce repayment obligations under the Conn’s loan are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of this loan are subject to the applicable provisions of the Bankruptcy Code. As a result of the Chapter 11 Cases, the Conn’s loan receivable was placed on non-accrual status. On December 17, 2024, the Company entered into an agreement with the first-lien holder banks of the Conn’s loan receivable to assign the first-lien loan receivable to the Company for consideration of $ 27,738 . The fair value and principal balance of the loan receivable was $ 19,761 as of December 31, 2024. The loan receivable was paid in full on January 24, 2025. The fair value of the Conn’s Term Loan was zero and $ 19,065 as of September 30, 2025 and December 31, 2024, respectively. The remaining principal balance was $ 78,000 and $ 93,000 with unamortized discounts of $ 2,705 as of September 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 September 30, 2025 and December 31, 2024, respectively. Torticity, LLC Loan Receivable On November 2, 2023, the Company, along with other lenders entered into a loan receivable with Torticity, LLC that had a first lien on assets for an aggregate principal amount of $ 25,000 with an original maturity date of November 2, 2026 (“First Lien Loan”), of which $ 15,000 was the Company’s total principal commitment. The loan receivable prior to the amendment below 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. On July 25, 2025, the Company entered into a separate bridge loan receivable with Torticity, LLC for an aggregate principal amount of $ 2,605 . As the term of the amendment reached on September 4, 2025 described below, the bridge loan was repaid in full on September 10, 2025 along with interest income of $ 521 , representing 20 % of the principal balance, during the three months ended September 30, 2025. On September 4, 2025, the Company received additional equity in Torticity, LLC that increased the Company’s ownership from 4.7 % to 19.0 % in exchange for the following amendments to the First Lien Loan: (a) the First Lien Loan was subordinated to a new loan Torticity, LLC received from an unrelated third party, and the Company’s collateral was changed to have a second lien on all assets of Torticity, LLC, (b) the interest rate was reduced to 8 % with all interest payment-in-kind, and (c) the maturity date was extended to September 4, 2029 (“Second Lien Loan”). The principal balance of both the Second Lien Loan and First Lien Loan was $ 16,333 as of September 30, 2025 and December 31, 2024. The First Lien Loan was impaired with no fair value at December 31, 2024 and the Second Lien Loan remained impaired with no fair value at September 30, 2025. There was no fair value assigned to the additional equity the Company received on September 4, 2024, and there has been no interest income recorded on the First Lien Loan or Second Lien Loan during 2025. Great American Holdings, LLC Loan Receivable On November 15, 2024, BRCC entered into a senior secured revolving credit and guaranty agreement with 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 GA Holdings loan receivable was $ 25,000 and $ 1,698 as of September 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 18 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 . 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. 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 September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 Securities and other investments owned: Securities and other investments owned at fair value: Equity securities $ 178,711 $ 165,408 Corporate bonds 33,048 29,027 Other fixed income securities 10,141 4,923 Partnership interests and other 23,575 15,867 Total securities and other investments owned at fair value: 245,475 215,225 Equity securities valued under the measurement alternative 69,991 67,100 Total securities and other investments owned $ 315,466 $ 282,325 Securities sold not yet purchased: Equity securities $ 18,132 $ — Corporate bonds 1,954 1,891 Other fixed income securities 2,289 3,784 Total securities sold not yet purchased $ 22,375 $ 5,675 Securities and other investments owned consist of equity securities including, common and preferred stocks, warrants, and options; corporate bonds; other fixed income securities including, government and agency bonds, and investments in partnerships that are accounted for at fair value in accordance with ASC 820, Fair Value Measurements (see Note 2(l)). Equity securities also include investments in public and private companies that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting. Investments become subject to the equity method of accounting when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the Company possesses more than 20% of the voting interests of the investee. However, the Company may have the ability to exercise significant influence over the investee when the Company owns less than 20% of the voting interests of the investee depending on the facts and circumstances that demonstrate that the ability to exercise influence is present, such as when the Company has representation on the board of directors of such investee. In accordance with ASC 321, Investments - Equity Securities , unrealized gains (losses) on equity securities held at September 30, 2025 includes unrealized gains (losses) of $ 25,942 and $( 25,748 ) for the three months ended September 30, 2025 and 2024, respectively, and unrealized gains (losses) of $ 13,454 and $( 217,370 ) for the nine months ended September 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. For these investments the Company has elected to apply the measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer. For these transactions to be considered observable price changes of the same issuer, the Company evaluates whether these transactions have similar 19 rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold. The carrying value of equity securities measured under the measurement alternative are as follows: September 30, 2025 December 31, 2024 Measurement alternative: Carrying value $ 69,991 $ 67,100 The following table presents the related adjustments recorded during the three and nine months ended September 30, 2025 and 2024 for equity securities measured under the measurement alternative and for those securities with observable price changes: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Upward carrying value changes $ — $ — $ 1,732 $ 1,289 Downward carrying value changes/impairment $ ( 227 ) $ — $ ( 819 ) $ ( 2 ) The following table presents the carrying amounts of equity securities valued under the measurement alternative that were still held as of the balance sheet date for which a nonrecurring fair value measurement was recorded during the period. Fair Value Level 2 As of September 30, 2025 Non-marketable equity securities measured using the measurement alternative $ 12,101 $ 12,101 As of December 31, 2024 Non-marketable equity securities measured using the measurement alternative $ 7,294 $ 7,294 Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations. As of September 30, 2025 and December 31, 2024, equity securities include $ 18,938 and $ 29,562 respectively, of investments in public and private companies that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting as follows: Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction On August 21, 2023, the Company acquired an equity interest in Freedom VCM for $ 216,500 in cash in connection with the FRG take-private transaction. In connection with the closing of the FRG take-private transaction, the Company terminated an investment advisory agreement (the “Advisory Agreement”) with Mr. Kahn. Pursuant to the Advisory Agreement, Mr. Kahn, as financial advisor, had the sole power to vote or dispose of $ 64,644 of shares of FRG common stock (based on the value of FRG shares as of the closing date of the FRG take-private transaction) held of record by B. Riley Securities, Inc. (“BRS”). Upon the termination of the Advisory Agreement, (i) Mr. Kahn’s right to vote or dispose of such FRG shares terminated, (ii) such FRG shares owned by BRS were rolled over into additional equity interests in Freedom VCM in connection with the FRG take-private transaction, and (iii) Mr. Kahn owed a total of $ 20,911 to the Company under the Advisory Agreement which amount was added to, and included in, the Amended and Restated Note. Following these transactions, the Company owned an equity interest of $ 281,144 (based on the FRG take-private transaction price) or 31 % of the outstanding equity interests in Freedom VCM. Also in connection with the FRG take-private transaction, on August 21, 2023 all of the equity interests of BRRII were sold to a Freedom VCM affiliate, which 20 resulted in a loss of $ 78 . In connection with the sale, the Freedom VCM affiliate assumed the obligations with respect to the Pathlight Credit Agreement, and the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 (the “Freedom Receivables Note”) with payments of principal and interest on the note limited solely to performance of certain receivables held by BRRII. On December 18, 2023, a wholly owned subsidiary of Freedom VCM entered into a transaction that resulted in the sale of all of the operations of WS Badcock to Conn’s in exchange for the issuance by Conn’s of 1,000,000 shares of Conn’s preferred stock (the “Preferred Shares”). The Preferred Shares issued by Conn’s to Freedom VCM, subject to the terms set forth in the Certificate of Designation, are nonvoting and are convertible into an aggregate of approximately 24,540,295 shares of non-voting common stock of Conn’s, which represented 49.99 % of the issued and outstanding shares of common stock of Conn’s which resulted in consideration received by Freedom VCM of approximately $ 69,900 . 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 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. As a result of the bankruptcy filing, the Company no longer had significant influence over Freedom VCM, and the equity investment was written off with a zero balance as of December 31, 2024. On June 1, 2025, the United States Bankruptcy Court for the District of Delaware entered an Order Confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors pursuant to the FRG Plan. Under the FRG Plan, all equity interests and claims related thereto were cancelled and such equity interest holders, including Freedom VCM as an equity holder of Franchise Group, Inc. will not receive any property or distributions under the FRG Plan. As a result of the FRG Plan, the Company does not expect to receive any proceeds or distributions from the equity investment in Freedom VCM. The bankruptcy filing resulted in the write-off of the equity investment. The change in fair value of $ 63,674 and $ 287,043 for the three and nine months ended September 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 and nine months ended June 30, 2024 correspond to amounts for the three and nine months ended September 30, 2024 of the Company), which is the period in which the most recent financial information was available. September 30, 2024 Current assets $ 871,102 Noncurrent assets $ 2,889,334 Current liabilities $ 569,281 Noncurrent liabilities $ 2,680,178 Equity attributable to investee $ 510,977 Three Months Ended June 30, 2024 Nine Months Ended June 30, 2024 Revenues $ 767,404 $ 2,383,350 Cost of revenues $ 491,702 $ 1,503,104 Loss from continuing operations $ — $ ( 1,175 ) Net loss attributable to investees $ ( 111,881 ) $ ( 300,720 ) 21 Babcock and Wilcox Enterprises, Inc, Equity Investment The Company owns a 25 % voting interest in B&W whereby the Company has elected to account for this investment under the fair value option. The following tables contain summarized financial information with respect to B&W included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of June 30, 2025 and September 30, 2024 correspond to amounts as of September 30, 2025 and December 31, 2024, respectively, of the Company; income statement amounts during the three and nine months ended June 30, 2025 and 2024 correspond to amounts during the three and nine months ended September 30, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available: June 30, 2025 September 30, 2024 Current assets $ 526,901 $ 530,223 Noncurrent assets $ 176,589 $ 274,410 Current liabilities $ 529,293 $ 297,928 Noncurrent liabilities $ 482,883 $ 709,823 Deficit attributable to investee $ ( 309,226 ) $ ( 203,694 ) Noncontrolling interest $ 540 $ 576 Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 Revenues $ 144,054 $ 233,642 $ 391,524 $ 668,365 Cost of revenues $ 100,812 $ 179,152 $ 283,988 $ 509,779 (Loss) income from continuing operations $ ( 6,052 ) $ 25,222 $ ( 85,133 ) $ ( 44,843 ) Net (loss) income $ ( 58,492 ) $ 25,364 $ ( 143,502 ) $ ( 54,151 ) Net (loss) income attributable to investees $ ( 58,492 ) $ 25,315 $ ( 143,564 ) $ ( 57,972 ) As of September 30, 2025 and December 31, 2024, the fair value of the investment in B&W totaled $ 79,595 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. (“Synchronoss”) and as a result, the Company no longer retained significant influence over the equity investment. As of September 30, 2025, the Company had a voting interest of 4 % in Synchronoss. The Company has elected to account for this equity investment under the fair value option. The following summarized income statement for Synchronoss is included below for purposes of disclosure a quarter in arrears whereas the three and nine months ended June 30, 2024 correspond to amounts 22 during the three and nine months ended September 30, 2024 of the Company, which was the period in which the most recent financial information was available: Three Months Ended June 30, 2024 Nine Months Ended June 30, 2024 Revenues $ 43,458 $ 127,825 Cost of revenues $ 10,401 $ 30,916 Net income (loss) attributable to investees $ 78 $ ( 32,582 ) As of September 30, 2025 and December 31, 2024, the fair value of the equity investment in Synchronoss Technologies, Inc. was $ 2,488 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 September 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 September 30, 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 June 30, 2025 and September 30, 2024 correspond to amounts as of September 30, 2025 and December 31, 2024, respectively, of the Company; income statement amounts during the three and nine months ended June 30, 2025 and 2024 correspond to amounts during the three and nine months ended September 30, 2025 and 2024, respectively, of the Company), which is the period in which the most recent financial information is available: June 30, 2025 September 30, 2024 Current assets $ 20,941 $ 215,927 Noncurrent assets $ 136,668 $ 572,628 Current liabilities $ 17,765 $ 86,672 Noncurrent liabilities $ 84,251 $ 105,711 Equity attributable to investee $ 55,593 $ 596,172 For the Three Months Ended June 30, For the Nine Months Ended June 30, 2025 2024 2025 2024 Revenues $ 16,709 $ 111,909 $ 46,932 $ 372,418 Cost of revenues $ 2,928 $ 76,286 $ 7,725 $ 279,426 Net income (loss) attributable to investees $ 872 $ ( 4,273 ) $ 4,881 $ ( 14,229 ) (l) Fair Value Measurements The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) for identical instruments that are highly liquid, observable, and actively traded in over-the-counter markets. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are 23 not active and model-derived valuations whose inputs are observable and can be corroborated by market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company’s securities and other investments owned and securities sold and not yet purchased are comprised of common and preferred stocks and warrants, corporate bonds, and investments in partnerships. Investments in common stocks that are based on quoted prices in active markets are included in Level 1 of the fair value hierarchy. The Company also holds loans receivable valued at fair value, nonpublic common and preferred stocks and warrants for which there is little or no public market and fair value is determined by management on a consistent basis. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. These investments are included in Level 3 of the fair value hierarchy. Investments in partnership interests include investments in private equity partnerships that primarily invest in equity securities, bonds, and direct lending funds. The Company also invests in priority investment funds, and the underlying securities held by these funds are primarily corporate and asset-backed fixed income securities and restrictions exist on the redemption of amounts invested by the Company. The Company’s partnership and investment fund interests are valued based on the Company’s proportionate share of the net assets of the partnerships and funds; the value for these investments is derived from the most recent statements received from the general partner or fund administrator. These partnership and investment fund interests are valued at net asset value (“NAV”) and are excluded from the fair value hierarchy in the table below in accordance with ASC 820, Fair Value Measurements . As of September 30, 2025 and December 31, 2024, partnership and investment fund interests valued at NAV of $ 23,575 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. 24 The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2025 and December 31, 2024. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2025 Using Fair value as of September 30, 2025 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 178,711 $ 149,734 $ — $ 28,977 Corporate bonds 33,048 86 32,962 — Other fixed income securities 10,141 — 10,141 — Total securities and other investments owned 221,900 149,820 43,103 28,977 Loans receivable, at fair value 55,018 — — 55,018 Other assets — — — — Total assets measured at fair value $ 276,918 $ 149,820 $ 43,103 $ 83,995 Liabilities: Securities sold not yet purchased: Equity securities $ 18,132 $ 18,132 $ — $ — Corporate bonds 1,954 — 1,954 — Other fixed income securities 2,289 — 2,289 — Total securities sold not yet purchased 22,375 18,132 4,243 — Liability-classified warrants 8,500 — — 8,500 Total liabilities measured at fair value $ 30,875 $ 18,132 $ 4,243 $ 8,500 25 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2024 Using Fair value at December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 165,408 $ 124,892 $ — $ 40,516 Corporate bonds 29,027 25,461 3,566 — Other fixed income securities 4,923 — 4,923 — Total securities and other investments owned 199,358 150,353 8,489 40,516 Loans receivable, at fair value 90,103 — — 90,103 Total assets measured at fair value $ 289,461 $ 150,353 $ 8,489 $ 130,619 Liabilities: Securities sold not yet purchased: Corporate bonds $ 1,891 $ — $ 1,891 $ — Other fixed income securities 3,784 — 3,784 — Total securities sold not yet purchased 5,675 — 5,675 — Contingent consideration 4,538 — — 4,538 Total liabilities measured at fair value $ 10,213 $ — $ 5,675 $ 4,538 As of September 30, 2025 and December 31, 2024, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 83,995 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. 26 The following tables summarize the significant unobservable inputs in the fair value measurement of Level 3 financial assets and liabilities by category of investment and valuation technique as of September 30, 2025 and December 31, 2024: Fair value at September 30, 2025 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 24,117 Market approach Multiple of EBITDA (2) 5.9 x 5.9 x Multiple of sales 0.5 x - 6.0 x 2.3 x Market price of related security $ 10.07 - $ 11.91 $ 11.04 4,860 Option pricing model Annualized volatility 48.0 % - 192.0 % 71.0 % Loans receivable at fair value 53,715 Discounted cash flow Discount rate 7.3 % - 20.2 % 16.4 % 1,303 Market approach Market price of related security $ 6.08 $ 6.08 Total level 3 assets measured at fair value $ 83,995 Liabilities: Liability-classified warrants $ 8,500 Monte Carlo simulation and Black-Scholes option pricing model Annualized volatility 80.0 % 80.0 % Discount for lack of marketability 12.0 % 12.0 % Total level 3 liabilities measured at fair value $ 8,500 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. (2) Multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). 27 Fair value at December 31, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 34,654 Market approach Multiple of EBITDA 6.3 x 6.3 x Multiple of Sales 2.1 x - 8.0 x 3.1 x Market price of related security $ 9.97 - $ 11.10 $ 10.76 5,862 Option pricing model Annualized volatility 47.0 % - 171.0 % 87.0 % Loans receivable at fair value 86,150 Discounted cash flow Discount rate 7.3 % - 69.1 % 19.7 % 3,953 Market approach Market price of related security $ 9.60 - $ 16.48 $ 12.90 Total level 3 assets measured at fair value $ 130,619 Liabilities: Contingent consideration $ 4,538 Discounted cash flow Discount rate 5.0 % - 7.5 % 5.1 % Total level 3 liabilities measured at fair value $ 4,538 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. The changes in Level 3 fair value hierarchy during the three months ended September 30, 2025 and 2024 were as follows: Level 3 Balance at Beginning of Period Level 3 Changes During the Period Level 3 Balance at End of Period Change in unrealized gains (losses) (2) Fair Value Adjustments (1) Relating to Undistributed Earnings Purchases/ Originations Sales Settlements/ Repayments Transfer in and/or out of Level 3 Three Months Ended September 30, 2025 Equity securities $ 27,726 $ 645 $ — $ 175,599 $ — $ ( 174,993 ) $ — $ 28,977 $ 644 Loans receivable at fair value 48,980 1,299 — 47,580 — ( 42,841 ) — 55,018 1,183 Other assets 1,029 ( 1,029 ) — — — — — — ( 1,029 ) Contingent consideration 4,608 ( 4,560 ) — — — ( 48 ) — — 4,560 Liability-classified warrants 4,160 4,340 — — — — — 8,500 ( 4,340 ) Three Months Ended September 30, 2024 Equity securities $ 114,982 $ ( 66,349 ) $ — $ 49 $ — $ 13,266 $ — $ 61,948 $ ( 66,346 ) Loans receivable at fair value 229,199 ( 71,477 ) 874 27,727 — ( 34,619 ) — 151,704 ( 71,478 ) Contingent consideration 25,216 373 — — — ( 5,048 ) — 20,541 ( 373 ) (1) Fair value adjustments during the three months ended September 30, 2025 includes the following: $ 645 of realized and unrealized gains (losses) on equity securities is comprised of $( 37 ) included in “Trading gains (losses), net” and $ 682 included in “Realized and unrealized gains (losses) on investments”, $ 1,299 of fair value adjustments on loans included in “Fair value adjustments on loans”, $( 1,029 ) of realized and unrealized losses related to other assets which is comprised of $( 127 ) recorded to “Trading gains (losses), net” and $( 902 ) recorded to “Realized and unrealized gains (losses) on investments”, $ 4,560 of realized and unrealized gains related to contingent consideration included in “Selling, general and administrative expenses”, and $( 4,340 ) of unrealized gains related to liability-classified warrants 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 September 30, 2024 includes the following: $( 66,349 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 15,127 ) of realized and unrealized gains 28 (losses) included in “Trading gains (losses), net” and $( 51,222 ) of realized and unrealized gains (losses) included in “Realized and unrealized gains (losses) on investments”, $( 71,477 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, and $( 373 ) 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 September 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 nine months ended September 30, 2025 and 2024 were as follows: Level 3 Balance at Beginning of Year Level 3 Changes During the Period Level 3 Balance at End of Period Change in unrealized gains (losses) (2) Fair Value Adjustments (1) Relating to Undistributed Earnings Purchases/ Originations Sales Settlements/ Repayments Transfer in and/or out of Level 3 Nine Months Ended September 30, 2025 Equity securities $ 40,516 $ ( 3,003 ) $ — $ 201,466 $ ( 10,000 ) $ ( 200,002 ) $ — $ 28,977 $ ( 3,655 ) Loans receivable at fair value 90,103 ( 5,997 ) — 106,212 ( 10,415 ) ( 124,885 ) — 55,018 ( 8,834 ) Contingent consideration 4,538 ( 4,394 ) — — — ( 144 ) — — 4,394 Liability-classified warrants — 640 — 7,860 — — — 8,500 ( 640 ) Embedded derivative — ( 8,119 ) — 11,244 — ( 3,125 ) — — 8,119 Nine Months Ended September 30, 2024 Equity securities $ 452,581 $ ( 325,310 ) $ 20 $ 665 $ ( 78,197 ) $ 13,266 $ ( 1,077 ) $ 61,948 $ ( 327,675 ) Loans receivable at fair value 532,419 ( 259,260 ) 5,136 65,832 ( 22,785 ) ( 169,638 ) — 151,704 ( 267,549 ) Contingent consideration 25,194 513 — — — ( 5,166 ) — 20,541 ( 513 ) (1) Fair value adjustments during the nine months ended September 30, 2025 includes the following: $( 3,003 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 1,212 ) included in “Trading gains (losses), net” and $( 1,791 ) of realized and unrealized gains (losses) included in “Realized and unrealized gains (losses) on investments”, $( 5,997 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, $ 4,394 of realized and unrealized gains related to contingent consideration included in “Selling, general and administrative expenses”, $( 640 ) of realized and unrealized losses related to liability-classified warrants included in “Change in fair value of financial instruments and other”, and $ 8,119 of unrealized gains 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 nine months ended September 30, 2024 includes the following: $( 325,310 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 64,632 ) of realized and unrealized gains (losses) included in fair value adjustments on loans and $( 260,678 ) of realized and unrealized gains (losses) included in “Realized and unrealized gains (losses) on investments”, $( 259,260 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, and $( 513 ) related to contingent consideration included in “Selling, general and administrative expenses” line items in the unaudited condensed consolidated statements of operations. (2) For the nine months ended September 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 September 30, 2025 and December 31, 2024, the senior notes payable had a carrying amount of $ 1,311,311 and $ 1,530,561 , respectively, and fair value of $ 648,218 and $ 769,476 , respectively. The aggregate carrying amount of the Company’s notes payable, revolving credit facility, and term loans of $ 132,091 and $ 243,779 as of September 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 September 30, 2025 and December 31, 2024, equity investments that are accounted for under the equity method of accounting had an aggregate carrying value of $ 92,427 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 $ 9,193 and $ 6 during the three months ended September 30, 2025 and 29 2024, respectively, and $ 34,244 and $ 12 during the nine months ended September 30, 2025 and 2024, respectively, in the accompanying unaudited condensed consolidated statements of operations. GA Holdings 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. GA Holdings operations include appraisal and valuation services, real estate, and retail, wholesale & industrial auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property and real property. GA Holdings has three classes of equity interests which include common interests, Class A preferred interests and Class B preferred interests. The Company accounts for its investment in GA Holdings under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , with a three-month lag. Under the equity method of accounting, the Company records its proportionate share of earnings or losses; however, given the capital structure of GA Holdings the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method on a three-month lag to determine the allocation of profits and losses since the liquidation rights and priorities, as defined by the limited liability agreement of GA Holdings, differ from the Company’s underlying ownership interest. The HLBV method calculates the proceeds that would be attributable to each partner based on the liquidation provisions of the limited liability agreement as if GA Holdings was to be liquidated at book value as of the balance sheet date. Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions. As of September 30, 2025 and December 31, 2024, our net investment in GA Holdings was $ 85,233 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 income attributable to GA Holdings using the HLBV method of $ 6,410 and $ 2,771 for the three and nine months ended September 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 June 30, 2025 correspond to amounts as of September 30, 2025 and income statement amounts during the quarter ended June 30, 2025 and period from November 15, 2024 to June 30, 2025 correspond to quarter ended and year to date amounts for the period ended September 30, 2025, respectively): June 30, 2025 Current assets $ 50,040 Noncurrent assets $ 276,007 Current liabilities $ 35,151 Noncurrent liabilities $ 538 Mezzanine equity - preferred units $ 279,097 Equity attributable to investee $ 11,261 Three Months Ended June 30, 2025 November 15, 2024 to June 30, 2025 Revenue $ 55,947 $ 114,683 Cost of revenue and expenses $ 54,203 $ 105,431 Net income attributable to investee $ 1,744 $ 9,252 30 Joann Retail 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 Joann Retail. Joann Retail’s operations include the acquisition and liquidation of Joann Inc’s (and its subsidiaries) retail assets. Joann Retail has two classes of equity interest which include voting Class A and nonvoting Class B interests. The Company accounts for its investment in Joann Retail under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , under which the Company accounts for its investment on a three-month lag to determine the allocation of profits and losses. For the three and nine months ended September 30, 2025, the Company recorded equity method losses in the amount of zero and $ 1,714 , respectively, in its unaudited condensed consolidated statements of operations, which correspond to the equity method investment’s operating results for the three and nine months ended June 30, 2025, respectively. As of September 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 income or losses and of cash distributions received during the nine months ended September 30, 2025. The Company received $ 33,086 in excess of the Company’s investment balance during the nine months ended September 30, 2025, 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 June 30, 2025 correspond to amounts as of September 30, 2025 and income statement amounts for the three months ended June 30, 2025 and period from February 27, 2025 (inception) to June 30, 2025 correspond to the three and nine months ended September 30, 2025, respectively): June 30, 2025 Current assets $ 47,944 Noncurrent assets $ — Current liabilities $ 47,944 Equity attributable to investee $ — Three Months Ended June 30, 2025 February 27, 2025 to June 30, 2025 Revenue $ 158,990 $ 158,990 Cost of revenue and expenses $ 94,825 $ 98,440 Net income attributable to investee $ 64,165 $ 60,550 SW-B. Riley Retail Opportunity Fund (“SW-B. Retail”) The Company accounts for its investments in SW-B. Retail under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures , under which the Company accounts for its share of SW-B. Retail’s earnings or losses on the basis of the percentage of the equity interest the Company owns. At December 31, 2024, the Company’s ownership percentage was approximately 10.7 % and increased to 22.6 % with the consolidation of BRC Partners Opportunities Trust (the “BRC Trust”) as discussed below in Note 2(n) - Noncontrolling Interests. The carrying value of the Company’s equity method investments in SW-B. Retail included in the “Prepaid expenses and other assets” line item in the unaudited condensed consolidated balance sheets was $ 7,194 and $ 3,025 as of September 30, 2025 and December 31, 2024, respectively. 31 (n) Noncontrolling Interests Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to the Company. The Company’s non-redeemable noncontrolling interest relates to the equity ownership interest of consolidated subsidiaries that it does not own. The initial fair value of the noncontrolling interest is a nonrecurring Level 3 measurement determined by a weighing of the discounted cash flow method and market approach. The discounted cash flow method utilized five-year discrete projections of the operating results, working capital and depreciation and capital expenditures, along with a residual value subsequent to the discrete period. The five-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated required return on equity for market participants at the time of the analysis. The market approach included significant estimates using guideline public company data to identify an appropriate market multiple of earnings before income taxes in estimating the fair value of the noncontrolling interest. B. Riley Securities Holdings, Inc. (“BRSH”) On March 10, 2025, a merger subsidiary of the Company’s wholly-owned subsidiary B. Riley Securities Holdings, Inc. (“BRSH”), which is primarily comprised of the broker dealer operations within the Capital Markets segment, merged with a shell corporation and issued 0.6 % of the equity in BRSH to certain investors in the shell corporation. Upon completion of the transaction, the investors in the shell corporation became minority stockholders of BRSH. The Company also issued restricted stock awards as more fully described in Note 18(c) - BRSH Stock Incentive Plan and assuming the full issuance of the restricted stock awards are vested, the Company owned 89.4 % majority-interest in BRSH as of the date of the merger. The shell corporation that merged with BRSH on March 10, 2025 did not meet the definition of a business, since it did not have any assets, liabilities, or operations. The consideration paid in connection with the merger consisted of $ 1,575 of common stock of BRSH, which represented the fair value of the 0.6 % of outstanding common stock of BRSH. The Company recognized a loss of $ 1,575 , which represented the fair value of the noncontrolling interest in BRSH that was issued to the investors in the shell corporation on March 10, 2025. The table below summarizes the significant unobservable inputs in determining the fair value measurement on a nonrecurring basis of the noncontrolling interest issued on March 10, 2025 as described above. In determining the fair value below, the valuation utilized a weighting of 75 % for the discounted cash flow method and 25 % for the market approach. Fair Value at Measurement Date Valuation Technique Unobservable Input Range Weighted Average Nonrecurring Noncontrolling interest $ 1,575 Discounted cash flow and market approach Market interest rate and multiple of EBIT Discount rate 21 % and multiple of EBIT 5.75 x- 10.00 x Discount rate 21 % and multiple of EBIT 7.3 x (1) (1) Unobservable inputs were weighted by the relative equity value of BRSH. BRC Partners Opportunities Trust (the “BRC Trust”) BRC Trust was formed on January 6, 2025, and is a variable interest entity as more fully described in Note 2(o) - Variable Interest Entities. The noncontrolling interest of BRC Trust that is not owned by the Company includes 86.6 % of the equity interests in the BRC Trust. Of the 86.6 % equity interests not owned by the Company, 58.2 % is owned by related parties as more fully described in Note 21 - Related Party Transactions. 32 (o) Variable Interest Entities The Company holds interests in various entities that meet the characteristics of a VIE. Interests in these entities are generally in the form of equity interests, loans receivable, or fee arrangements. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. The party with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; (d) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (e) related-party relationships with other parties that may also have a variable interest in the VIE. See Note 2(n) - Noncontrolling Interests for a variable interest entity consolidated during the period. On August 21, 2023, in connection with the FRG take-private transaction, one of the Company’s subsidiaries (the “Lender”) and an affiliate of Mr. Kahn (the “Borrower”) entered into an amended and restated a promissory note as discussed further in above Note 2(j) - Loans Receivable and Note 2(k) - Securities and Other Investments Owned and Securities Sold Not Yet Purchased. The Company was not involved in the design of the Borrower, has no equity financial interest, and has no rights to make decisions or participate in the management of the Borrower that significantly impact the economics of the Borrower. Since the Company does not have the power to direct the activities of the Borrower, the Company is not the primary beneficiary and therefore does not consolidate the Borrower. The promissory note is included in 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 September 30, 2025 and December 31, 2024, the maximum amount of loss exposure to the VIE on a fair value basis was $ 1,303 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. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7 % to 10 % of the amount of raised capital for the Funds, and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation ( 8 % to 15 %) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized under the ownership model of ASC 323, Investments – Equity Method and Joint Ventures, as an equity method investment with changes in allocation recorded currently in the results of operations. As the fee arrangements under such agreements are arm’s length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Placement agent fees attributable to such arrangements were zero during the three months ended September 30, 2025 and 2024, respectively, and zero and $ 866 during the nine months ended September 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 are shown below. September 30, 2025 December 31, 2024 Loans receivable, at fair value $ 18,302 $ 28,193 Other assets 3,581 3,359 Maximum exposure to loss $ 21,883 $ 31,552 33 Bicoastal Alliance, LLC (“Bicoastal”) On May 3, 2024, as part of the acquisition of Nogin, the Company acquired a 50 % equity interest in Bicoastal through a wholly owned subsidiary of Nogin. Bicoastal is a holding company designed to manage the investments, including strategy and operations, for two brand apparel operating companies. The Company determined Bicoastal is a variable interest entity as it does not have sufficient resources to carry out its management activities without additional financial support. The Company determined that it has the power to direct the activities that most significantly impact Bicoastal’s economic performance, has more equity capital at risk, and is expected to continue to fund operations. Therefore, the Company determined that it is the primary beneficiary of Bicoastal and has reported its investment in the assets and liabilities in the accompanying unaudited condensed consolidated balance sheets and consolidated its operating results in the Company’s unaudited condensed consolidated statements of operations. On August 14, 2024, Bicoastal entered into an agreement to acquire the remaining 50 % equity interest upon paydown of a $ 700 note payable to the noncontrolling interest noteholder with a final repayment date and equity ownership interest transfer date of June 30, 2025. On March 31, 2025, the Company signed a Deed of Assignment for the Benefit of Creditors (“ABC”), (i) pursuant to which all of the assets of Nogin were transferred to an assignee for the benefit of Nogin’s creditors, and (ii) which provides the assignee the right to, among other things, sell or dispose of such assets and settle all claims against Nogin. The Company will no longer control or own the assets of Nogin, and the results of operations were deconsolidated on March 31, 2025 and are no longer reported in the Company’s financial statements after March 31, 2025. Management does not expect any recovery of the Company’s investment in Nogin. Subsequent to March 31, 2025, certain of Nogin’s creditors filed an involuntary petition for relief under chapter 7 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New York and an order for relief was entered to move the ABC to a liquidation. A gain of $ 28,411 was recognized during the nine months ended September 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 BRC Trust was formed on January 6, 2025, for the purpose of transferring the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRCPOF”), and liquidating the transferred net assets. BRCPOF transferred its assets and liabilities upon formation of the BRC Trust. The Company determined that the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company and its related parties which own 13.4 % and 58.2 % (see Note 21 - Related Party Transactions), respectively, of the equity interest in the BRC Trust. As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidates the BRC Trust upon formation on January 6, 2025. Additionally, the BRC Trust does not meet the definition of a business and the initial consolidation of the BRC Trust did not result in a gain or loss upon initial consolidation. 34 The carrying amounts and classification of the assets, liabilities and noncontrolling interest of the BRC Trust as of September 30, 2025 and formation on January 6, 2025, are as follows: September 30, 2025 January 6, 2025 Assets Cash and cash equivalents $ 194 $ 359 Securities and other investments owned, at fair value 666 577 Loans receivable, at fair value — 10,276 Prepaid expenses and other assets 3,795 3,497 Total assets $ 4,655 $ 14,709 Liabilities Accrued expenses and other liabilities $ 10 $ 290 Total liabilities $ 10 $ 290 Noncontrolling interest $ 4,643 $ 12,494 (p) Derivatives Certain contracts may contain explicit terms that affect some or all of the cash flows or the value of other exchanges required by the contract. When these embedded features in a contract act in a manner similar to a derivative financial instrument and are not clearly and closely related to the economic characteristics of the host contract, the Company bifurcates the embedded feature and accounts for it as an embedded derivative asset or liability in accordance with guidance under ASC 815-15, Derivatives and Hedging – Embedded Derivatives . Embedded derivatives are measured at fair value with changes in fair value reported in the “Other income (expense)” section in our unaudited condensed consolidated statements of operations. Refer to Note 11 - Term Loans and Revolving Credit Facility. (q) Warrant Liabilities The Company accounts for its warrant liabilities in accordance with guidance under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , under which warrants that do not meet the criteria for equity classification must be recorded as liabilities. Warrant liabilities are included in the “Accrued expenses and other liabilities” line item in the unaudited condensed consolidated balance sheets. Changes in fair value of the warrant liabilities are reported in the “Other income (expense)” section in our unaudited condensed consolidated statements of operations. Refer to Note 11 - Term Loans and Revolving Credit Facility and Note 19(b) - Common Stock Warrants. (r) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. In the prior year periods, loss on extinguishment of debt of $( 5,900 ) and $( 5,780 ) for the three and nine months ended September 30, 2024 was previously included in “Selling, general and administrative expenses” line item and is now included in “Other income (expense)” section in our unaudited condensed consolidated statements of operations to conform to the current period presentation. In the prior year periods, gain on sale of businesses of $ 476 and $ 790 for the three and nine months ended September 30, 2024 was previously included in “Change in fair value of financial instruments and other” and is now included in “Gain on sale and deconsolidation of businesses” line items in our unaudited condensed consolidated statements of operations to conform to the current period presentation. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations and held for sale; see Note 4 - Discontinued Operations and Assets Held for Sale. These reclassifications had no effect on previously reported net income (loss), total assets, total liabilities, or stockholder’s equity (deficit). 35 (s) Recent Accounting Standards Not yet adopted In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard update will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position, results of operations, and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal Use Software . This ASU was issued to modernize the accounting for software costs by removing references to prescriptive and sequential software development stages and providing an updated framework for capitalizing internal software costs. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses . This ASU requires additional expense disclosures by public entities in the notes to the financial statements. The ASU outlines the specific costs that are required to be disclosed which include such costs as: purchases of inventory, employee compensation, depreciation, intangible asset amortization, selling costs, and depreciation, depletion, and amortization related to oil and gas production. It also requires qualitative descriptions of the amounts remaining in the relevant expense income statement captions that are not separately disaggregated quantitatively in the notes to the financial statements and the entity’s definition of selling expenses. The disclosures are required for each interim and annual reporting period. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Claiming the Effective Date, which clarified the effective date for entities that do not have an annual reporting period that ends on December 31 st . The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and requires companies to provide more information about the reconciling items in some categories if a quantitative threshold is met. ASU 2023-09 became effective for the Company on January 1, 2025. The Company will provide the required disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025, and the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements. 36 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. 37 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. 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 chapter 7 liquidation. 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 Assets Held For Sale Wealth Management On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel for estimated net consideration based on the number of advisors that join Stifel at closing, among other things. Upon closing the transaction on April 4, 2025, the sale was completed for net cash consideration of $ 26,037 , representing 36 financial advisors whose managed accounts represent approximately $ 4.0 billion, or 23.6 %, of total assets under management (“AUM”) as of the close of the transaction. 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 nine months ended September 30, 2025. 38 Atlantic Coast Recycling 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. 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 nine months ended September 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 the operating incomes of the Wealth Management and All Other segment categories, respectively, for the nine months ended September 30, 2025. Assets and liabilities held for sale consist of the following: As of December 31, 2024 Atlantic Wealth Coast Management Recycling Total Assets Held for Sale Cash and cash equivalents $ — $ 1,324 $ 1,324 Accounts receivable, net of allowance of $ 18 — 3,698 3,698 Prepaid expenses and other assets 3,704 2,427 6,131 Operating lease right-of-use assets 512 21,127 21,639 Property and equipment, net 71 22,799 22,870 Goodwill 13,861 3,280 17,141 Other intangible assets, net 2,678 9,242 11,920 Total assets held for sale $ 20,826 $ 63,897 $ 84,723 Liabilities Held for Sale Accounts payable $ — $ 1,410 $ 1,410 Accrued expenses and other liabilities — 13,290 13,290 Operating lease liabilities 525 24,371 24,896 Notes payable — 1,909 1,909 Total liabilities held for sale $ 525 $ 40,980 $ 41,505 Discontinued Operations The Company presents a disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, that represents a strategic shift that has or will have a major effect on the Company’s operations 39 and financial results as discontinued operations when the components meet the criteria to be classified as held for sale. The following operations have been presented as discontinued operations. Brands Transaction On October 25, 2024, the Company completed a transaction whereby the Company contributed and transferred its controlling equity interest in the assets and intellectual properties related to the licenses of Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (“Six Brands”), which were previously consolidated in the Company’s financial statements, and the noncontrolling equity interests the Company owned in the assets and intellectual properties of Hurley, Justice, and Scotch & Soda (collectively with Six Brands, the “Brands Interests”), which the Company had elected to account for the equity investments under the fair value option, into a securitization financing vehicle in exchange for $ 189,300 in net proceeds. The Company accounted for this transfer of financial assets as a sale. During the year ended December 31, 2024, upon deconsolidation of the Six Brands, the Company recognized a loss on disposal of discontinued operations of $( 40,782 ) and the Company recognized a write-down in the fair value of the equity investments in Hurley, Justice, and Scotch & Soda of $( 87,810 ) that 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 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. Collectively, the bebe Brands sale and the contribution and transfer of Brands Interest comprise the Brands Transaction. The Brands Interests and bebe Brands were historically reported within All Other category - generating operating revenues from the Company’s majority owned subsidiary that licenses the trademarks and intellectual properties from Six Brands. The bebe Brands equity investments also generated other income from dividends the Company received from the equity ownership of investments that range from 10 % to 50 % in companies that license the trademark and intellectual property of bebe and Brookstone brands (equity ownership of bebe stores, inc., our majority owned subsidiary). The Company analyzed the quantitative and qualitative factors relevant to the divestiture of the brand assets, including the fair value adjustments and dividends received from the brand assets significance to the overall net income and earnings per share, and determined that those conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying unaudited condensed consolidated financial statements. Prior period amounts have been adjusted to reflect discontinued operations presentation. The Company has no significant continuing involvement with operations and management of the Brands Interests and bebe Brands post-disposition. Great American Group On October 13, 2024, the Company entered into an equity purchase agreement, (the “Equity Purchase Agreement”), to sell a 52.6 % ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the “Great American Group”) to Oaktree. Subject to the terms and conditions set forth in the Equity Purchase Agreement, the Company conducted an internal reorganization and contributed all of the interests in the “Great American Group”, to Great American Holdings, LLC, a newly formed holding company (“Great American NewCo”). At the closing 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 40 “Class B Preferred Units”) and (b) 44.2 % of the issued and outstanding Common Units. The remaining 6.8 % of issued and outstanding Class B Preferred Units and 3.2 % of issued and outstanding Common Units will be held by certain minority investors. The Company 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. The Company recorded a net gain of $ 258,286 to the “Income from discontinued operations, net of taxes” line item in the consolidated statements of operations during the fourth quarter of fiscal year 2024. The net after-tax proceeds from this transaction were used to repay certain debt obligations and focus on the core operating subsidiaries. The Company analyzed the quantitative and qualitative factors relevant to the sale of the Great American Group, including the significance of the operating income generated from the appraisal, real estate consulting and auction and liquidation operations to the overall net income (loss), net (loss) income per share, and net assets, and determined that those conditions for discontinued operations presentation had been met. As such, 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 and nine months ended September 30, 2024. Continuing Involvement In addition to retaining an equity interest accounted for under the equity method of accounting, at the closing of the transaction, the Company entered into a Transition Services Agreement, pursuant to which the Company will provide certain transition services to Great American NewCo relating to the Great American Group for a period of up to one year from the closing. Additionally, the Company entered into a credit agreement, pursuant to which an affiliate of the Company, as lender, will provide to Great American NewCo, as borrower, a first lien secured revolving credit facility of up to $ 40,000 for general corporate purposes, subject to the terms and conditions set forth therein, which had an outstanding balance of $ 1,698 at closing. The Company also entered into promissory notes which totaled $ 15,332 related to capital requirements for certain retail liquidation engagements that were ongoing as of closing. GlassRatner and Farber On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber from the Company’s Financial Consulting reportable segment. 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. 41 The major classes of assets and liabilities included in discontinued operations were as follows: GlassRatner & Farber September 30, 2025 December 31, 2024 Assets: Cash and cash equivalents $ — $ 8,025 Accounts receivable, net — 19,704 Prepaid expenses and other assets 2,221 9,222 Operating lease right-of-use assets — 2,258 Property and equipment, net — 275 Goodwill — 30,450 Other intangible assets, net — 439 Total assets $ 2,221 $ 70,373 Liabilities: Accounts payable $ — $ 1,326 Accrued expenses and other liabilities 830 14,359 Deferred revenue — 5 Contingent consideration — 3,092 Operating lease liabilities — 2,539 Total liabilities $ 830 $ 21,321 Loss from discontinued operations during the three months ended September 30, 2025 is comprised of interest expense allocated to discontinued operations of $ 1,866 related to debt that was required to be paid as a result of the sale of GlassRatner. This interest expense during the three months ended September 30, 2025 is due to an immaterial correction for an out of period adjustment between the three months ended June 30, 2025 and September 30, 2025. Revenues, expenses and income from discontinued operations for the nine months ended September 30, 2025 were as follows (in thousands): GlassRatner & Farber Nine Months Ended September 30, 2025 Revenues: Services and fees $ 40,575 Operating expenses: Selling, general and administrative expenses 34,205 Operating income 6,370 Other income (expense): Interest income 7 Gain on disposal of discontinued operations 66,795 Interest expense ( 1,866 ) Income from discontinued operations before income taxes 71,306 Provision for income taxes ( 465 ) Income from discontinued operations, net of income taxes $ 70,841 42 Revenues, expenses and income (loss) from discontinued operations for the three and nine months ended September 30, 2024 were as follows (in thousands): Three Months Ended September 30, 2024 Brands Transaction Great American Group GlassRatner & Farber Total Revenues: Services and fees $ 4,136 $ 33,605 $ 23,941 $ 61,682 Sale of goods — 6,893 — 6,893 Total revenues 4,136 40,498 23,941 68,575 Operating expenses: Direct cost of services — 13,732 — 13,732 Cost of goods sold — 6,558 — 6,558 Selling, general and administrative expenses 950 13,288 17,630 31,868 Total operating expenses 950 33,578 17,630 52,158 Operating income 3,186 6,920 6,311 16,417 Other income (expense): Interest income — 2 6 8 Dividend income 8,899 — — 8,899 Realized and unrealized losses on investments ( 113,234 ) — — ( 113,234 ) Loss on sale and deconsolidation of businesses ( 39,500 ) — — ( 39,500 ) Interest expense ( 690 ) ( 8,841 ) — ( 9,531 ) (Loss) income from discontinued operations before income taxes ( 141,339 ) ( 1,919 ) 6,317 ( 136,941 ) Benefit from (provision for) income taxes 65 1 ( 112 ) ( 46 ) (Loss) income from discontinued operations, net of income taxes $ ( 141,274 ) $ ( 1,918 ) $ 6,205 $ ( 136,987 ) Nine Months Ended September 30, 2024 Brands Transaction Great American Group GlassRatner & Farber Total Revenues: Services and fees $ 13,675 $ 66,962 $ 69,383 $ 150,020 Sale of goods — 17,477 — 17,477 Total revenues 13,675 84,439 69,383 167,497 Operating expenses: Direct cost of services — 18,060 — 18,060 Cost of goods sold — 14,306 — 14,306 Selling, general and administrative expenses 2,832 37,520 53,568 93,920 Total operating expenses 2,832 69,886 53,568 126,286 Operating income 10,843 14,553 15,815 41,211 Other income (expense): Interest income — 4 17 21 Dividend income 26,459 — — 26,459 Realized and unrealized losses on investments ( 108,304 ) — — ( 108,304 ) Loss on extinguishment of debt — — ( 163 ) ( 163 ) Loss on sale and deconsolidation of businesses ( 39,500 ) — — ( 39,500 ) Interest expense ( 2,102 ) ( 25,781 ) — ( 27,883 ) (Loss) income from discontinued operations before income taxes ( 112,604 ) ( 11,224 ) 15,669 ( 108,159 ) (Provision for) benefit from income taxes — 1 ( 112 ) ( 111 ) (Loss) income from discontinued operations, net of income taxes $ ( 112,604 ) $ ( 11,223 ) $ 15,557 $ ( 108,270 ) 43 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 $ 690 , $ 8,841 , and zero for the three months ended September 30, 2024, respectively, and $ 2,102 , $ 25,781 , and zero for the nine months ended September 30, 2024, respectively. Cash flows from discontinued operations were as follows: Nine Months Ended September 30, 2025 2024 Net cash from discontinued operations provided by (used in): Operating activities $ 20,156 $ 41,143 Investing activities 114,032 ( 1,076 ) Financing activities ( 142,715 ) ( 39,383 ) Effect of foreign currency on cash 502 602 Net (decrease) increase in cash and cash equivalents $ ( 8,025 ) $ 1,286 Supplemental disclosures from cash flows were as follows: Nine Months Ended September 30, 2025 2024 Interest paid - Continuing Operations $ 74,095 $ 179,695 Interest paid - Discontinued Operations 1,866 25,726 Interest paid - Total $ 75,961 $ 205,421 Taxes paid - Continuing Operations $ 2,888 $ 3,645 Taxes paid - Discontinued Operations — 2,173 Taxes paid - Total $ 2,888 $ 5,818 NOTE 5 — RESTRUCTURING CHARGE During the three and nine months ended September 30, 2025, the Company recognized restructuring charges of $ 184 and $ 505 (which were included in the “Restructuring charge” line item in the unaudited condensed consolidated statement of operations), respectively, related to Corporate and the Consumer Products segment, which consisted of reductions in workforce. During the three months ended September 30, 2025, of the $ 184 total restructuring charges, $ 184 was related to the Consumer Products segment. During the nine months ended September 30, 2025, of the $ 505 total restructuring charges, $ 285 was related to Corporate and $ 220 was related to the Consumer Products segment. During the three and nine months ended September 30, 2024, the Company recognized restructuring charges of $ 116 and $ 925 (which were 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 September 30, 2024, the $ 116 of total restructuring charges was related to the Communications segment. During the nine months ended September 30, 2024, of the $ 925 total restructuring charges, $ 546 was related to the Consumer Products segment and $ 379 was related to the Communications segment. 44 The following tables summarize the changes in accrued restructuring charge during the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Balance, beginning of period $ 799 $ 1,047 $ 1,316 $ 2,542 Restructuring charge 184 116 505 925 Cash paid ( 208 ) 68 ( 934 ) ( 2,189 ) Non-cash items ( 53 ) ( 447 ) ( 165 ) ( 494 ) Balance, end of period $ 722 $ 784 $ 722 $ 784 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 September 30, 2025 and December 31, 2024: Gross amounts recognized Gross amounts offset in the consolidated balance sheets (1) Net amounts included in the consolidated balance sheets Amounts not offset in the consolidated balance sheets but eligible for offsetting upon counterparty default (2) Net amounts As of September 30, 2025 Securities borrowed $ 106,777 $ — $ 106,777 $ 106,777 $ — Securities loaned $ 89,165 $ — $ 89,165 $ 89,165 $ — As of December 31, 2024 Securities borrowed $ 43,022 $ — $ 43,022 $ 43,022 $ — Securities loaned $ 27,942 $ — $ 27,942 $ 27,942 $ — _________________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Includes the amount of cash collateral held/posted. The following table presents the contract value of securities lending transactions accounted for as secured borrowings by the type of collateral provided to counterparties as of September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 Remaining contractual maturity Remaining contractual maturity Overnight and continuous Total Overnight and continuous Total Securities lending transactions Corporate securities - fixed income $ 255 $ 255 $ 310 $ 310 Equity securities 106,522 106,522 42,712 42,712 Total borrowings $ 106,777 $ 106,777 $ 43,022 $ 43,022 45 The Company’s securities lending transactions require us to pledge collateral based on the terms of each contract which is generally denominated in U.S. dollars and marked to market on a daily basis. If the fair value of the collateral pledged for these transactions declines, the Company could be required to provide additional collateral to the counterparty, therefore decreasing the amount of assets available for other liquidity needs that may arise. The Company’s liquidity risk is mitigated by maintaining offsetting securities borrowed transactions in which the Company receives cash from the counterparty which, in general, is equal to or greater than the cash the Company posts on securities lending transactions. 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 $ 2,094 and $ 6,359 during the three months ended September 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 $ 4,781 and $ 65,055 during the nine months ended September 30, 2025 and 2024, respectively. NOTE 7 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, from revenue from contracts with customers include the following: September 30, 2025 December 31, 2024 Accounts receivable $ 57,213 $ 62,745 Investment banking fees, commissions and other receivables 12,824 12,008 Total accounts receivable 70,037 74,753 Allowance for credit losses ( 6,580 ) ( 6,100 ) Accounts receivable, net $ 63,457 $ 68,653 Additions and changes to the allowance for credit losses consist of the following: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Balance, beginning of period $ 6,022 $ 3,176 $ 6,100 $ 4,373 Changes to reserve 973 943 2,587 521 Other adjustments and write-offs ( 415 ) ( 20 ) ( 2,090 ) ( 795 ) Recoveries — — ( 17 ) — Balance, end of period $ 6,580 $ 4,099 $ 6,580 $ 4,099 46 NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: September 30, 2025 December 31, 2024 Inventory, net $ 51,010 $ 63,004 Rental merchandise, net 12,588 15,084 Equity method investments 92,427 85,487 Prepaid expenses 16,561 32,413 Unbilled receivables 2,921 3,387 Other receivables, net 31,998 27,591 Other assets 11,896 15,950 Prepaid expenses and other assets $ 219,401 $ 242,916 Unbilled receivables represent the amount of mobile handsets in the Communications segment. 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 September 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. Goodwill is net of accumulated impairment losses of $ 137,445 , of which $ 79,781 and $ 57,664 were recorded in the Consumer Products and E-Commerce segments, respectively, prior to December 31, 2024. Intangible assets consisted of the following: As of September 30, 2025 As of December 31, 2024 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1 to 16 $ 240,780 $ ( 142,684 ) $ 98,096 $ 240,780 $ ( 126,182 ) $ 114,598 Domain names 7 170 ( 170 ) — 170 ( 170 ) — Advertising relationships 8 755 ( 230 ) 525 100 ( 100 ) — Internally developed software and other intangibles 0.5 to 10 28,597 ( 25,607 ) 2,990 29,042 ( 23,225 ) 5,817 Trademarks 3 to 10 19,950 ( 11,516 ) 8,434 19,950 ( 10,019 ) 9,931 Total 290,252 ( 180,207 ) 110,045 290,042 ( 159,696 ) 130,346 Non-amortizable assets: Tradenames 14,600 — 14,600 16,100 — 16,100 Total intangible assets $ 304,852 $ ( 180,207 ) $ 124,645 $ 306,142 $ ( 159,696 ) $ 146,446 Intangible assets related to tradenames is net of accumulated impairment losses of $ 22,000 , which were recorded prior to December 31, 2024 in the Consumer Products segment. 47 Amortization expense was $ 6,674 and $ 8,389 during the three months ended September 30, 2025 and 2024, respectively, and $ 21,127 and $ 26,539 during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, estimated future amortization expense was $ 6,356 , $ 24,554 , $ 23,272 , $ 20,096 , and $ 15,470 for the years ended December 31, 2025 (remaining three months), 2026, 2027, 2028 and 2029, respectively. The estimated future amortization expense after December 31, 2029 was $ 20,297 . 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 nine months ended September 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 On May 3, 2024, upon closing of the acquisition of Nogin, Nogin entered into a secured convertible promissory note agreement with a principal amount of $ 15,000 with an annual interest rate of 10.00 % and a maturity date of May 3, 2027. As of December 31, 2024, the outstanding balance for the secured convertible promissory note payable was $ 15,000 . On March 31, 2025, the Company signed a Deed of ABC, and the $ 15,000 convertible note was no longer an obligation of the Company. Interest expense on the secured convertible promissory note was $ 360 during the three months ended September 30, 2024, and $ 386 and $ 602 during the nine months ended September 30, 2025 and 2024, respectively. 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 $ 145 during the three months ended September 30, 2024, and $ 30 and $ 433 during the nine months ended September 30, 2025 and 2024, respectively. 48 NOTE 11 — TERM LOANS AND REVOLVING CREDIT FACILITY Term loans and revolving credit facilities are comprised of the following: September 30, 2025 December 31, 2024 Interest Rate Principal Interest Rate Principal Term Loans: Lingo Term Loan — $ — 7.91 % % $ 52,925 Nomura Term Loan — — 11.52 % % 122,538 BRPAC Term Loan 7.28 % % 68,000 7.42 % % 30,106 Oaktree Term Loan 12.20 % % 63,576 — — Subtotal 131,576 205,569 Less: Unamortized debt issuance costs and discount ( 9,652 ) ( 6,140 ) Total Term Loans $ 121,924 $ 199,429 Weighted Average Interest Rate Principal September 30, 2025 September 30, 2025 December 31, 2024 Revolver Loan: Targus Revolver Loan 7.41 % % $ 10,167 $ 16,329 Oaktree Credit Agreement On February 26, 2025, the Company and BRFH (“BRFH Borrower”) entered into a new credit agreement with a group of funds indirectly or directly controlled by Oaktree Capital Management, L.P. with Oaktree Fund Administration, LLC, acting as the administrative agent and collateral agent. The new credit agreement provided for (i) a three-year $ 125,000 secured term loan credit facility (the “Oaktree Term Loan”) and (ii) a four-month $ 35,000 secured delayed draw term loan credit facility (the “Delayed Draw Facility” and, together with the Oaktree Term Loan, the “Credit Facility”). The Oaktree Term Loan matures on the earliest of (i) February 26, 2028, and (ii) a springing maturity date 91 days prior to the maturity of any series of bonds, notes or bank indebtedness of the Company or the BRFH Borrower (other than the Company’s 6.375 % Senior Notes due February 28, 2025 and the Company’s 5.50 % Senior Notes due March 31, 2026) outstanding on such date with an aggregate amount exceeding $ 10,000 (the “Initial Term Loan Maturity Date”). The proceeds from the Oaktree Term Loan were primarily used (a) to repay the existing indebtedness under the Nomura Credit agreement (b) for working capital and general corporate purposes and (c) to pay transaction fees and expenses. The proceeds of the Delayed Draw Facility was used (a) to fund obligations relating to the liquidation of substantially all of the assets of JOANN, Inc. and its subsidiaries and (b) for working capital and general corporate purposes. The Credit Facility accrues interest at the adjusted term SOFR rate (as defined in the Credit Facility) with an applicable margin of 8.00 % or interest at the base rate as defined in the Credit Facility plus an applicable margin of 7.00 %. In addition to paying interest on outstanding borrowings under the Credit Facility, the Company was required to pay (i) a closing fee of 3.00 % of the aggregate principal amount of the loans under the Oaktree Term Loan and 2.00 % of the aggregate principal amount of the loans under the Delayed Draw Facility, and (ii) an exit fee upon the prepayment or repayment of the Credit Facility of 5.00 % of the aggregate principal amount of such loans repaid, provided, that the Oaktree Term Loan exit fee shall not be payable if the share price for the Company’s common stock exceeds a certain threshold. The Company determined that the Credit Facility is an indexed debt obligation under ASC 470, Debt and will accrete the contingent Oaktree Term Loan exit fee to its expected payment amount. The Oaktree Term Loan also contains an additional prepayment premium, as defined in the Oaktree Term Loan, of a minimum of 5.00 %. The Credit Facility contains covenants that, among other things, limit the Company’s, the BRFH Borrower’s and the BRFH Borrower’s subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases 49 in respect of their respective equity interests. The Company is in compliance with all financial covenants in the Oaktree Credit Agreement as of September 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. The sale of an asset in the Borrowing Base requires the BRFH Borrower to make a prepayment in an amount equal to the proceeds of such disposition multiplied by the percentage “credit” that is assigned to such asset in the Borrowing Base. The BRFH Borrower may be obligated to prepay the loans or post cash in a controlled account in the event the Borrowing Base falls below a certain level as defined in the Credit Facility. The Company recorded a derivative liability of $ 11,244 related to 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 that required the Company to repay $ 62,500 of principal on the Oaktree Term Loan and $ 35,000 on the Delayed Draw Facility during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company made principal payments of $ 35,000 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 nine months ended September 30, 2025, the outstanding balance on the Oaktree Term Loan was reduced from $ 125,000 to $ 62,500 as of September 30, 2025. Interest expense on the Credit Facility to Oaktree during the three and nine months ended September 30, 2025 was $ 1,330 and $ 9,089 , respectively. The Company issued warrants to certain affiliates of Oaktree Capital Management, L.P. in connection with the Oaktree Term Loan to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s common stock at an exercise price of $ 5.14 per share. The warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the warrant holders would be entitled to exercise the warrants for up to 19.9 % of the then-outstanding shares of the Company’s common stock. The Company evaluated the warrants under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , determined the warrants met the criteria for liability classification, and recorded a warrant liability of $ 7,860 . The initial measurement of the embedded derivative and warrant liability creates a discount on the carrying amount of the long-term debt, which together with the original issue discount, debt issuance costs, are amortized via the effective interest method under ASC 835-30, Interest – Imputation of Interest . Subsequent changes in fair value of the embedded derivative and warrant liability are reported in the “Other income (expense)” section in our unaudited condensed consolidated statements of operations. Refer to Note 2 - Summary of Significant Accounting Policies and Note 19(b) - Common Stock Warrants. On March 24, 2025, the Company and the BRFH Borrower entered into Amendment No. 1 to the Credit Facility which, among other things, removed certain pledged stock from the collateral and adjusted mandatory prepayment provisions in connection with dispositions of borrowing base assets. On July 8, 2025, the Company and the BRFH Borrower entered into Amendment No. 2 to the Credit Facility which, among other things, amended the borrowing base to include certain first lien term loans extended to certain subsidiaries of the Company and made certain changes to the negative covenants. On October 8, 2025, the Company and the BRFH Borrower entered into Amendment No. 3 to the Credit Facility with Oaktree which provided that the springing maturity date of the Oaktree Term Loan shall in no event occur prior to March 31, 2027, thereby extending the earliest possible maturity date for the Oaktree Term Loan. Targus Credit Agreement On October 18, 2022, Targus (“Targus Borrower”), among others, entered into a credit agreement (“Targus Credit Agreement”) with PNC Bank, National Association (“PNC”), as agent and security trustee for a five-year $ 28,000 term loan and a five-year $ 85,000 revolver loan (the “Targus Revolver Loan”), which was used to finance part of the acquisition of Targus. The final maturity date is October 18, 2027. The Targus Credit Agreement contained certain covenants, including those limiting the Targus Borrower’s ability to incur certain indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default were to have occurred, the agent would have been entitled to take various actions, including the acceleration of amounts outstanding under the Targus Credit Agreement. On October 31, 2023 and February 20, 2024, the Company entered into Amendment No. 1 and No. 2 to the Targus Credit Agreement, which, among other things, modified the fixed charge coverage ratio (“FCCR”) and the 50 minimum EBITDA requirements which waived the financial covenant breaches for the periods ended September 30, 2023 and December 31, 2023. Amendment No. 2 also provided, among other things, with a cure right for the Company to provide a capital contribution to Targus in the event of a financial covenant breach (the “Keepwell”). On June 27, 2024, the Company entered into Amendment No. 3 to the Targus Credit Agreement to replace the terminating Canadian benchmark interest rate with the Term Canadian Overnight Repo Rate Average Reference Rate. For the periods ended June 30, 2024 and September 30, 2024, the minimum EBITDA covenant was breached. On August 14, 2024, the Company contributed $ 1,602 to Targus to cure the minimum EBITDA covenant that was breached for the period ended June 30, 2024. On November 7, 2024, the Company entered into Amendment No. 4 to the Targus Credit Agreement, which among other things, waived the September 30, 2024 minimum EBITDA covenant breach, reduced the revolving loan sublimits, modified the FCCR covenant, removed the minimum EBITDA requirement, imposed a minimum undrawn availability covenant, and modified the terms of the Keepwell. Concurrently with the effectiveness of Amendment No. 4 to the Targus Credit Agreement, the Company repaid the outstanding balance of the term loan in full with $ 2,100 of revolver loan advances and $ 7,500 of cash from the Company. On May 9, 2025, the Targus Borrower entered into Amendment No. 5 to the Targus Credit Agreement, which among other things, (i) required quarterly repayments of revolver loan advances in an amount equal to $ 2,500 commencing on September 30, 2025 and continuing until the total outstanding amount thereunder is paid in full, (ii) reduced the maximum revolving commitments from $ 30,000 to $ 25,000 , (iii) required the repayment of $ 5,000 of outstanding revolving advances, (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) 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. 2 to the Keepwell on May 9, 2025, Amendment No. 3 to the Keepwell on July 25, 2025, and Amendment No. 4 to the Keepwell on August 15, 2025, which among other things, modified the conditions under which, if satisfied, the Company would be required to make certain capital contributions to the Targus Borrower. The Targus Revolver Loan consisted 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 $ 14,179 for the period from January 1, 2025 through August 19, 2025 (see “Targus/FGI Credit Agreement” section below) and $ 21,023 for the nine months ended September 30, 2024. The amount available for borrowings under the Targus Credit Agreement was zero and $ 5,361 at September 30, 2025 and December 31, 2024, respectively. Interest expense on these loans during the three and nine months ended September 30, 2025 was $ 545 and $ 1,337 , respectively. Interest expense on these loans during the three and nine months ended September 30, 2024 was $ 987 and $ 3,432 , 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, and recorded a loss on extinguishment of debt of $ 950 , which is included in the “Loss on extinguishment of debt” line item in the unaudited condensed consolidated statements of operations during the three and nine months ended September 30, 2025. Targus/FGI Credit Agreement On August 20, 2025, the Targus Borrower and certain of the Targus Borrowers’ direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “Targus/FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent and for a three-year $ 30,000 revolving loan 51 facility, the proceeds of which were used to refinance and repay all obligations under the existing Targus Credit Agreement with PNC. The final maturity date of the Targus/FGI Credit Agreement is August 20, 2028. The Targus/FGI Credit Agreement is a revolving line of credit facility with a receivables purchase feature under which the purchase of eligible receivables is on a full recourse basis with each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25 % per annum or (b) 3.00 % above the term SOFR for a period of 1 month plus 10 basis points, plus (c) 0.30 % per month collateral management fee. The average borrowings under the revolving loan facility was $ 11,090 for the three months ended September 30, 2025. The amount available for borrowings under the Targus/FGI Credit Agreement was $ 11,406 at September 30, 2025. Interest expense on these loans during the three months ended September 30, 2025 was $ 129 . The Targus/FGI Credit Agreement is secured by (i) a first priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity interests of the Targus Borrower and its direct and indirect subsidiaries. The Targus/FGI Credit Agreement was secured by substantially all Targus assets as collateral defined in the Targus/FGI Credit Agreement which assets had an aggregate value of approximately $ 157,006 , including $ 36,409 of accounts receivable and $ 48,034 of inventory as of September 30, 2025. The Targus/FGI Credit Agreement contains certain covenants, including those limiting the FGI Loan Parties’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus/FGI Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus/FGI Credit Agreement. As required under the Targus/FGI Credit Agreement, BRCC entered into an amendment to an existing intercompany loan and security agreement to extend an additional subordinated loan to the Targus Borrower at the closing of the Targus/FGI Credit Agreement in the amount of $ 5,000 , increasing the aggregate principal amount of such loan from $ 5,000 to $ 10,000 . Lingo Credit Agreement On August 16, 2022, the Company’s subsidiary, Lingo Management, LLC, a Delaware limited liability company (“Lingo” or “Lingo Borrower”), entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Lingo Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as the administrative agent and lender, for a five-year $ 45,000 term loan (the “Lingo Term Loan”) which was used to finance part of the purchase of BullsEye Telecom, Inc. by Lingo. Upon a series of amendments, the principal balance of the Lingo Term Loan was increased to $ 73,000 . On January 6, 2025, as discussed below, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, entered into an amended and restated credit agreement (the “BRPAC Amended Credit Agreement”) with the Banc of California N.A. in its capacity as the administrative agent and lender and with other lenders party thereto from time to time. A portion of the proceeds from the BRPAC Amended Credit Agreement were used to pay all outstanding principal amounts and accrued interest under the Lingo Term Loan, and the Lingo Credit Agreement was effectively terminated upon repayment on January 6, 2025. Interest expense on the term loan during the three months ended September 30, 2024 was $ 1,370 . Interest expense on the term loan during the nine months ended September 30, 2025 and 2024 was $ 62 , and $ 4,254 , 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 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 and nine months ended September 30, 2024 was $ 691 and $ 2,102 , respectively. 52 Nomura Credit Agreement The Company, and its wholly owned subsidiaries, BRFH, and BR Advisory & Investments, LLC had entered into a credit agreement dated June 23, 2021 (as amended, the “Prior Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Wells Fargo Bank, N.A., as collateral agent, for a four-year $ 300,000 secured term loan credit facility (the “Prior Term Loan Facility”) and a four-year $ 80,000 secured revolving loan credit facility (the “Prior Revolving Credit Facility”) with a maturity date of June 23, 2025. On August 21, 2023, the Company and BRFH Borrower, and certain direct and indirect subsidiaries of the BRFH Borrower (the “BRFH Guarantors”), entered into a credit agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent, for a four-year $ 500,000 secured term loan credit facility (the “New Term Loan Facility”) and a four-year $ 100,000 secured revolving loan credit facility (the “New Revolving Credit Facility” and together, the “New Credit Facilities”). The purpose of the Credit Agreement was to (i) fund the Freedom VCM equity investment, (ii) prepay in full the Prior Term Loan Facility and Prior Revolving Credit Facility with an aggregate outstanding balance of $ 347,877 , which included $ 342,000 in principal and $ 5,877 in interest and fees, (iii) fund a dividend reserve in an amount not less than $ 65,000 , (iv) pay related fees and expenses, and (v) for general corporate purposes. The Credit Agreement was secured on a first priority basis by a security interest in the equity interests of the BRFH Borrower and each of the BRFH Borrower’s subsidiaries (subject to certain exclusions) and a security interest in substantially all of the assets of the BRFH Borrower and the Guarantors. The Credit Agreement contained certain affirmative and negative covenants customary for financings of this type that, among other things, limited the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. The Credit Agreement contained customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary change of control events. On September 17, 2024, the Company entered into Amendment No. 4 to the Credit Agreement (the “Fourth Nomura Amendment”), and the Company made a payment of $ 85,857 which consisted of a principal payment of $ 85,146 and accrued interest of $ 711 . Loan fees incurred in connection with the Fourth Nomura Amendment totaled $ 5,869 , of which $ 3,523 was added to the principal balance of the term loan. After giving effect to these amounts, the outstanding principal balance on the term loan was reduced from $ 469,750 to $ 388,127 . In connection with the Fourth Nomura Amendment, the revolving credit facility in the amount of $ 100,000 , which had no balance outstanding at September 17, 2024, was terminated and the Company was required to reduce the principal amount of the term loan to be no greater than $ 100,000 on or prior to September 30, 2025. The scheduled maturity date of the term loan was August 21, 2027. Prior to the Fourth Nomura Amendment, SOFR rate loans under the New Credit Facilities accrued interest at the adjusted Term SOFR rate plus an applicable margin of 6.00 %. In addition to paying interest on outstanding borrowings under the New Revolving Credit Facility, the Company was required to pay a quarterly commitment fee based on the unused portion, which was determined by the average utilization of the facility for the immediately preceding fiscal quarter. In connection with the Fourth Nomura Amendment, interest on the term loan increased to SOFR loans accrued interest at the adjusted term SOFR plus an applicable margin of 7.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined plus an applicable margin of 6.00 % cash interest plus 1.50 % paid-in-kind interest; and base rate loans accrued interest at the base rate plus an applicable margin of 6.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined for such day plus an applicable margin of 5.00 % cash interest plus 1.50 % PIK Interest. Interest expense on the term loan during the three months ended September 30, 2024 was $ 6,087 . Interest expense on the term loan during the nine months ended September 30, 2025 and 2024 was $ 2,457 and $ 18,776 , respectively. Interest on the revolving facility, which was terminated in connection with the Fourth Nomura Amendment on September 17, 2024, was $ 428 and $ 1,420 during the three and nine months ended September 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. On January 3, 2025, the Company entered into Amendment No. 6 to the Credit Agreement (the “Sixth Amendment”) which agreed to permit under certain conditions the contribution by BRPI of 100 % of 53 the equity interests in Lingo to BRPAC in connection with the entry into the BRPAC Amended Credit Agreement. There was no fee charged in connection with the Sixth Amendment. The borrowing base as defined in the Credit Agreement consisted of a collateral pool that includes certain of the Company’s loans receivables in the amount of $ 112,454 (which was included in the “Loans receivable, at fair value” line item of $ 90,103 reported in our consolidated balance sheet at December 31, 2024) and investments in the amount of $ 228,292 (which was included in the “Securities and other investments owned, at fair value” line item of $ 282,325 reported in our consolidated balance sheet) as of December 31, 2024. As of December 31, 2024, the outstanding balance on the term loan was $ 117,292 (net of unamortized debt issuance costs of $ 5,246 ). As fully discussed in “Oaktree Credit Agreement” above, on February 26, 2025, the Company used proceeds from the Credit Facility to repay the outstanding principal balance under the Prior Credit Agreement. BRPAC Credit Agreement On December 19, 2018, BRPAC, United Online, Inc., and YMAX Corporation, Delaware corporations (collectively, the “BRPAC Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with the Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the BRPAC Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. Through a series of amendments, including the most recent fourth amendment to the BRPAC Credit Agreement (the “Fourth BRPAC Amendment”) on June 21, 2022, the BRPAC Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Lenders agreed to make a new $ 75,000 term loan to the BRPAC Borrowers, the proceeds of which the BRPAC Borrowers’ used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50 % was established as set forth from the date of the Fourth BRPAC Amendment, (iii) Marconi Wireless Holdings, LLC (“Marconi Wireless”) was added to the BRPAC Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the BRPAC Borrowers were permitted to make certain distributions to the parent company of the BRPAC Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the 30 -day Average SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. As of December 31, 2024, the outstanding balance on the term loan was $ 29,774 (net of unamortized debt issuance costs of $ 332 ). On January 6, 2025 (the “Closing Date”), BRPAC entered into the BRPAC Amended Credit Agreement with certain subsidiaries of the Company, the Banc of California, in the capacity as agent and lender and with other lenders party thereto from time to time. The Company’s subsidiary Lingo was added as a BRPAC Borrower to the BRPAC Amended Credit Agreement. Pursuant to the BRPAC Amended Credit Agreement, the lenders made a new five-year $ 80,000 term loan to the BRPAC Borrowers, the proceeds of which were used to repay in full the obligations under the original BRPAC Credit Agreement dated December 19, 2018 and the Lingo Credit Agreement. In connection with the BRPAC Amended Credit Agreement, the BRPAC Borrowers also made certain distributions to the parent company of the BRPAC Borrowers from existing cash on hand. The BRPAC Amended Credit Agreement also builds in provisions for incremental term loans up to $ 40,000 allowing certain distributions to the parent company of the BRPAC Borrowers from the proceeds of such incremental term loans. The modification amended the reference rate from 30 -day Average SOFR to Term SOFR. The BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Amended Credit Agreement. The obligations under the BRPAC Amended Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the BRPAC Borrowers, including a pledge of (a) 100 % of the equity interests of the BRPAC Borrowers; (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65 % of the equity interests in magicJack VocalTec Ltd., an Israel corporation. Such security interests are evidenced by pledge, security, and other related agreements. The purpose of the refinancing was to consolidate the prior Lingo and BRPAC Credit Agreements held by subsidiaries of the 54 Communications segment into a single debt facility. For accounting purposes, the modification of terms was considered a troubled debt restructuring. As the future undiscounted cash payments under the terms of the modified debt exceeded the carrying amount of the old debt on the modification date, the Company accounted for the restructuring on a prospective basis using the revised effective interest rate established under the amended agreement. The carrying amount of the restructured debt includes variable interest rates from Term SOFR. The borrowings under the BRPAC Amended Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers consolidated total funded debt ratio as defined in the BRPAC Amended Credit Agreement. The interest rate is subject to a margin level of 3.25 %. As of the Closing Date, the outstanding principal amount was $ 80,000 with quarterly installments of principal due in the amount of $ 4,000 , and any remaining principal balance is due at final maturity on January 6, 2030. Interest expense on the term loan during the three months ended September 30, 2025 and 2024 was $ 1,475 and $ 825 , respectively, and during the nine months ended September 30, 2025 and 2024 was $ 4,626 and $ 2,800 , 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. In addition, the BRPAC Amended Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Amended Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of outstanding amounts due under the BRPAC Amended Credit Agreement. The Company is in compliance with all financial covenants in the BRPAC Amended Credit Agreement as of September 30, 2025. NOTE 12 — SENIOR NOTES PAYABLE Senior notes payable, net, are comprised of the following: September 30, 2025 December 31, 2024 Senior Notes Payable: 6.375 % Senior notes due February 28, 2025 $ — $ 145,211 5.50 % Senior notes due March 31, 2026 101,451 216,662 6.50 % Senior notes due September 30, 2026 178,433 180,464 5.00 % Senior notes due December 31, 2026 177,563 322,667 8.00 % New Notes due January 1, 2028 277,007 — 6.00 % Senior notes due January 31, 2028 213,876 264,345 5.25 % Senior notes due August 31, 2028 362,999 401,307 Subtotal 1,311,329 1,530,656 Less: Unamortized debt issuance costs ( 18 ) ( 95 ) Total Senior Notes Payable $ 1,311,311 $ 1,530,561 As of September 30, 2025 and December 31, 2024, total senior notes outstanding were $ 1,311,311 (net of unamortized debt issue costs of $ 18 ) and $ 1,530,561 (net of unamortized debt issue costs of $ 95 ), respectively, with a weighted average interest rate of 5.60 % and 5.62 %, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $ 15,184 and $ 22,617 during the three months ended September 30, 2025 and 2024, respectively and $ 54,074 and $ 70,032 during the nine months ended September 30, 2025 and 2024, 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 55 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 nine months ended September 30, 2025, the Company completed five 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 dates, senior notes exchanged, New Notes issued and the issuance of warrants in conjunction with each of the five private exchange transactions (see Note 19 — Stockholder’s Equity for discussion of the warrants) during the nine months ended September 30, 2025 are summarized in the following table: Exchange Date Total March 26, 2025 April 7, 2025 May 21, 2025 June 30, 2025 July 11, 2025 5.50 % Senior Notes due 2026 $ 86,309 $ — $ 29,535 $ — $ — $ 115,844 6.50 % Senior Notes due 2026 — — — — 2,061 2,061 5.00 % Senior Notes due 2026 36,745 7,000 75,000 8,021 19,682 146,448 6.00 % Senior Notes due 2028 — 10,000 34,537 1,892 4,706 51,135 5.25 % Senior Notes due 2028 — 5,000 — 18,096 16,389 39,485 Total exchanged Senior Notes principal $ 123,054 $ 22,000 $ 139,072 $ 28,009 $ 42,838 $ 354,973 8.00 % New Notes principal due in 2028 $ 87,753 $ 9,992 $ 93,067 $ 13,000 $ 24,611 $ 228,423 Warrants issued with the exchange (Note 19) 351,012 39,968 372,268 52,000 98,444 913,692 The total principal amount of New Notes issued for the five exchanges above totaled $ 228,423 . The carrying amount of the New Notes in the amount of $ 277,007 at September 30, 2025 also includes the future undiscounted cash payments representing interest in the amount of $ 48,584 . 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 $ 12,222 and $ 67,208 during the three and nine months ended September 30, 2025. The New Notes were recognized at a carrying value of $ 107,156 for the exchange dated March 26, 2025, $ 140,312 for the three exchanges dated April 7, 2025, May 21, 2025, and June 30, 2025, and $ 29,539 for the exchange dated July 11, 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, June 30, 2025, and July 11, 2025 for the five 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. The New Notes mature on January 1, 2028 and accrue interest at a rate of 8.00 % per annum, payable semi-annually in arrears on April 30 and October 31, beginning on October 31, 2025. The Company is required to pay default interest of 8.00 % on accrued interest if the Company fails to pay interest when due. The Company has the right to redeem the New Notes at any time, in whole or in part. If the New Notes are redeemed prior to March 26, 2026 (including bankruptcy – see events of default below), the redemption price is equal to (1) 100 % of the aggregate principal plus (2) a premium, if any, that is the excess for interest payments from the redemption date through March 26, 2026 discounted by the Treasury rate plus 50 basis points over the principal of the Notes being redeemed (the “Applicable Premium”) plus (3) any unpaid and accrued interest that excludes the redemption date. If the New Notes are 56 redeemed after March 26, 2026, including a tender offer, the Company may repay the New Notes at principal plus accrued and unpaid interest if any, but excluding the redemption date. The New Notes include a change of control provision, where the holders of the New Notes have the right to require the Company to repurchase all or a portion of the New Notes at a purchase price, in cash, equal to 101 % of the principal amount thereof, plus accrued and unpaid interest if the Company does not exercise its redemption option. The New Notes also contain certain other events of default that could result in an acceleration of the Company’s obligations under the New Notes. In addition, if the Company or its restricted subsidiaries engage in certain asset sales and do not invest such proceeds or permanently reduce certain debt within a specified period of time, the Company may be required to use a portion of the proceeds of such asset sales above a specified threshold to make an offer to purchase the New Notes at a price equal to 100 % of the principal amount of the New Notes being purchased, plus accrued and unpaid interest. The 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 Accrued expenses and other liabilities consist of the following: September 30, 2025 December 31, 2024 Accrued payroll and related expenses $ 62,799 $ 50,957 Dividends payable 805 2,534 Income taxes payable 5,567 2,997 Other tax liabilities 25,117 16,184 Contingent consideration — 4,538 Accrued expenses 46,889 51,695 Other liabilities 42,218 56,840 Accrued expenses and other liabilities $ 183,395 $ 185,745 Other tax liabilities primarily consist of uncertain tax positions, sales and VAT taxes payable, and other non-income tax liabilities. Accrued expenses primarily consist of accrued trade payables, investment banking payables and legal settlements. Other liabilities primarily consist of interest payables, accrued legal fees and finance lease liabilities. 57 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 and nine months ended September 30, 2025 and 2024 was as follows: Capital Markets Wealth Management Communications Consumer Products All Other Total Revenues for the three months ended September 30, 2025 Corporate finance, consulting and investment banking fees $ 53,894 $ — $ — $ — $ — $ 53,894 Wealth and asset management fees 3,419 30,881 — — — 34,300 Commissions, fees and reimbursed expenses 6,228 1,582 — — — 7,810 Subscription services — — 58,292 — — 58,292 Sale of goods — — 1,003 46,967 305 48,275 Advertising and other — — 1,071 — 11,611 12,682 Total revenues from contracts with customers 63,541 32,463 60,366 46,967 11,916 215,253 Trading gains (losses), net 44,951 8,061 — — — 53,012 Fair value adjustments on loans 1,299 — — — — 1,299 Interest income - loans 2,094 — — — — 2,094 Interest income - securities lending 2,523 — — — — 2,523 Other 1,811 1,879 — — — 3,690 Total revenues $ 116,219 $ 42,403 $ 60,366 $ 46,967 $ 11,916 $ 277,871 58 Capital Markets Wealth Management Communications Consumer Products E-Commerce All Other Total Revenues for the three months ended September 30, 2024 Corporate finance, consulting and investment banking fees $ 21,316 $ — $ — $ — $ — $ — $ 21,316 Wealth and asset management fees 1,252 45,757 — — — — 47,009 Commissions, fees and reimbursed expenses 5,568 1,618 — — — — 7,186 Subscription services — — 65,041 — — — 65,041 Sale of goods — — 1,318 49,793 3,749 388 55,248 Advertising and other — — 1,200 — 5,233 23,273 29,706 Total revenues from contracts with customers 28,136 47,375 67,559 49,793 8,982 23,661 225,506 Trading gains (losses), net ( 1,908 ) 670 — — — — ( 1,238 ) Fair value adjustments on loans ( 71,477 ) — — — — — ( 71,477 ) Interest income - loans 11,251 — — — — — 11,251 Interest income - securities lending 7,007 — — — — — 7,007 Other 2,301 2,014 — — — — 4,315 Total revenues $ ( 24,690 ) $ 50,059 $ 67,559 $ 49,793 $ 8,982 $ 23,661 $ 175,364 59 Capital Markets Wealth Management Communications Consumer Products E-Commerce All Other Total Revenues for the nine months ended September 30, 2025 Corporate finance, consulting and investment banking fees $ 103,969 $ — $ — $ — $ — $ — $ 103,969 Wealth and asset management fees 5,250 97,483 — — — — 102,733 Commissions, fees and reimbursed expenses 14,166 7,777 — — — — 21,943 Subscription services — — 180,098 — — — 180,098 Service contract revenues — — — — — — — Sale of goods — — 3,775 132,354 3,528 1,146 140,803 Advertising and other — — 3,170 — 3,469 44,461 51,100 Total revenues from contracts with customers 123,385 105,260 187,043 132,354 6,997 45,607 600,646 Trading gains (losses), net 50,648 13,873 — — — — 64,521 Fair value adjustments on loans ( 5,997 ) — — — — — ( 5,997 ) Interest income - loans 9,143 — — — — — 9,143 Interest income - securities lending 5,487 — — — — — 5,487 Other 6,267 9,169 — — — — 15,436 Total revenues $ 188,933 $ 128,302 $ 187,043 $ 132,354 $ 6,997 $ 45,607 $ 689,236 60 Capital Markets Wealth Management Communications Consumer Products E-Commerce All Other Total Revenues for the nine months ended September 30, 2024 Corporate finance, consulting and investment banking fees $ 111,560 $ — $ — $ — $ — $ — $ 111,560 Wealth and asset management fees 3,677 137,986 — — — — 141,663 Commissions, fees and reimbursed expenses 18,852 8,236 — — — — 27,088 Subscription services — — 221,168 — — — 221,168 Sale of goods — — 4,079 152,739 6,014 1,422 164,254 Advertising and other — — 3,887 — 7,964 67,365 79,216 Total revenues from contracts with customers 134,089 146,222 229,134 152,739 13,978 68,787 744,949 Trading gains (losses), net ( 52,787 ) 2,561 — — — — ( 50,226 ) Fair value adjustments on loans ( 259,260 ) — — — — — ( 259,260 ) Interest income - loans 51,894 — — — — — 51,894 Interest income - securities lending 69,614 — — — — — 69,614 Other 6,937 3,931 — — — — 10,868 Total revenues $ ( 49,513 ) $ 152,714 $ 229,134 $ 152,739 $ 13,978 $ 68,787 $ 567,839 Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. 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 $ 63,457 and $ 68,653 as of September 30, 2025 and December 31, 2024, respectively. The Company had no significant impairments related to these receivables during the three and nine months ended September 30, 2025 and 2024. The Company also has $ 2,921 and $ 3,387 of unbilled receivables included in prepaid expenses and other assets as of September 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 September 30, 2025 and December 31, 2024 was $ 51,982 and $ 58,148 , respectively. The Company expects to recognize the deferred revenue of $ 51,982 as of September 30, 2025 as service and fee revenues when the performance obligation is met during the years ended December 31, 2025 (remaining three months), 2026, 2027, 2028 and 2029 in the amount of $ 34,280 , $ 8,358 , $ 4,314 , $ 1,721 , and $ 997 , respectively. The Company expects to recognize the deferred revenue of $ 2,312 after December 31, 2029. During the three months ended September 30, 2025 and 2024, the Company recognized revenue of $ 5,572 and $ 6,846 , respectively, that was recorded as deferred revenue at the beginning of the respective year. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $ 30,605 and $ 36,571 , respectively, that was recorded as deferred revenue at the beginning of the respective year. 61 Contract Costs Contract costs include: (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 $ 4,886 and $ 5,694 as of September 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 September 30, 2025 and 2024, the Company recognized expenses of $ 1,214 and $ 1,140 related to capitalized costs to fulfill a contract, respectively. For the nine months ended September 30, 2025 and 2024, the Company recognized expenses of $ 3,307 and $ 3,820 related to capitalized costs to fulfill a contract, respectively. There were no significant impairment charges recognized in relation to these capitalized costs during the three and nine months ended September 30, 2025 and 2024. Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material as of September 30, 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 September 30, 2025. During the three months ended September 30, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time were $ 131,405 and $ 105,740 and over time were $ 83,848 and $ 119,766 , respectively. During the nine months ended September 30, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time were $ 322,470 and $ 371,891 and over time were $ 278,176 and $ 373,058 , respectively. NOTE 15 — INCOME TAXES The Company’s effective income tax rate was a provision of 1.2 % for the three months ended September 30, 2025, as compared to a provision of 7.1 % for the three months ended September 30, 2024. The Company’s effective income tax rate was a provision of less than 1% for the nine months ended September 30, 2025, as compared to a provision of 2.8 % for the nine months ended September 30, 2024. During the three months ended September 30, 2025, the Company had a provision for income taxes from continuing operations of $ 1,183 resulting primarily from the impact of recording uncertain tax positions for state and foreign taxes, interest and penalties. During the three months ended September 30, 2024, the Company had a provision for income taxes from continuing operations of $ 9,950 resulting primarily from the impact of recording a valuation allowance on deferred tax assets as of September 30, 2024. During the nine months ended September 30, 2025, the Company had a provision for income taxes from continuing operations of $ 1,194 . During the nine months ended September 30, 2024, the Company had a provision for income taxes from continuing operations of $ 17,803 . The effective income tax rates for the three and nine months ended September 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 nine months ended September 30, 2024 are impacted by the valuation allowance recorded on deferred tax assets as of September 30, 2024. As of September 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. The state net operating loss carryforwards will expire in the tax years commencing on December 31, 2030. The Company establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits of operating loss, capital loss and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. The Company’s net operating losses are subject to annual limitations in accordance with Internal Revenue Code Section 382. Accordingly, the Company is limited to the 62 amount of net operating loss that may be utilized in future taxable years depending on the Company’s actual taxable income. As of September 30, 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. The Company is currently under audit by certain state, local, and foreign income tax authorities. The audits are in varying stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, case law developments and closing of statutes of limitations. Such adjustments are reflected in the provision for income taxes, as appropriate. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the calendar years ended December 31, 2022 to 2024. Pillar Two The Pillar Two directive, which was established by the Organization for Economic Co-operation and Development, and which generally provides for a 15% minimum effective tax rate for multinational enterprises, in every jurisdiction in which they operate. 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 the year ended 2025. 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 on our financial statements. Given our history of domestic tax losses and the establishment of a full valuation allowance against our domestic deferred tax assets, the Company does not anticipate that the provisions of the Act will have a material impact on our consolidated income tax provision. NOTE 16 — EARNINGS PER SHARE Basic 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 shares outstanding during the period. 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 per share as the effect would be anti-dilutive were 3,320,660 during the three and nine months ended September 30, 2025 and 2,637,588 during the three and nine months ended September 30, 2024. 63 Basic and diluted earnings per share were calculated as follows: Three Months Ended September 30, 2025 2024 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income (loss) $ 97,419 $ ( 1,866 ) $ 95,553 $ ( 150,611 ) $ ( 136,987 ) $ ( 287,598 ) Net income (loss) attributable to noncontrolling interests 4,470 — 4,470 624 ( 3,825 ) ( 3,201 ) Net income (loss) attributable to Registrant 92,949 ( 1,866 ) 91,083 ( 151,235 ) ( 133,162 ) ( 284,397 ) Preferred stock dividends 2,015 — 2,015 2,015 — 2,015 Net income (loss) available to common shareholders $ 90,934 $ ( 1,866 ) $ 89,068 $ ( 153,250 ) $ ( 133,162 ) $ ( 286,412 ) Nine Months Ended September 30, 2025 2024 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income (loss) $ 149,144 $ 70,841 $ 219,985 $ ( 661,063 ) $ ( 108,270 ) $ ( 769,333 ) Net loss attributable to noncontrolling interests ( 594 ) — ( 594 ) ( 397 ) ( 1,770 ) ( 2,167 ) Net income (loss) attributable to Registrant 149,738 70,841 220,579 ( 660,666 ) ( 106,500 ) ( 767,166 ) Preferred stock dividends 6,045 — 6,045 6,045 — 6,045 Net income (loss) available to common shareholders $ 143,693 $ 70,841 $ 214,534 $ ( 666,711 ) $ ( 106,500 ) $ ( 773,211 ) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Weighted average common shares outstanding: Basic 30,597,066 30,499,931 30,541,169 30,281,324 Effect of dilutive potential common shares: Restricted stock units and warrants — — — — Diluted 30,597,066 30,499,931 30,541,169 30,281,324 Basic net income (loss) per common share: Continuing operations $ 2.97 $ ( 5.02 ) $ 4.70 $ ( 22.01 ) Discontinued operations ( 0.06 ) ( 4.37 ) 2.32 ( 3.52 ) Basic income (loss) per common share $ 2.91 $ ( 9.39 ) $ 7.02 $ ( 25.53 ) Diluted net income (loss) per common share: Continuing operations $ 2.97 $ ( 5.02 ) $ 4.70 $ ( 22.01 ) Discontinued operations ( 0.06 ) ( 4.37 ) 2.32 ( 3.52 ) Diluted income (loss) per common share $ 2.91 $ ( 9.39 ) $ 7.02 $ ( 25.53 ) 64 NOTE 17 — COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. In addition to such legal and other claims, reviews, investigations, and proceedings, the Company and its subsidiaries are subject to the risk of unasserted claims, including, among others, as it relates to matters related to Mr. Kahn and our investment in Freedom VCM. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. The Company has not accrued for any such contingent liabilities, but such contingent liabilities could be realized which could have a material adverse impact on the Company’s financial condition. On January 2, 2026, a stockholder derivative complaint was filed by Joel Friedman in the U.S. Federal District Court, Central District of California on behalf of the Company and against the members of the Company’s Board of Directors and certain of the Company’s executive officers. The complaint alleges that certain of the Company’s officers and the board of directors substantially damaged the Company by filing false and misleading statements that omitted material adverse facts regarding Brian Kahn's involvement in the Prophecy fraud and the regulatory scrutiny that the Company would face because of its entanglements with Kahn and Franchise Group. Claims include breach of fiduciary duties, waste of corporate assets, and unjust enrichment. The Company believes that these claims are meritless and intends to defend this action. On July 11, 2025, the Company’s subsidiary, BRS, received a demand letter from certain parties that invested in a special purpose entity (the “SPV”) that in turn invested in the going private transaction (the “Transaction”) in August 2023 of Franchise Group, Inc. An arbitration demand (the “Demand”) was filed by such parties with the American Arbitration Association on October 10, 2025 against BRS and related entities (the “BR Defendants”). The Demand alleges that the BR Defendants (i) failed to disclose certain material facts regarding FRG and the Transaction in violation of certain securities laws, (ii) committed fraud and/or civil conspiracy, and (iii) breached fiduciary duties and aided and abetted the breach of fiduciary duties. Such investors seek rescission of the aggregate investment amount of $ 37,500 plus interest thereon and related fees and expenses. The Company believes such claims are meritless and intends to defend such action. On February 14, 2025, a stockholder derivative complaint was filed by Michael Marchner in the Delaware Chancery Court on behalf of the Company and against the members of the Company’s Board of Directors. The complaint alleges that certain of the Company’s officers and the board of directors (i) breached their fiduciary duties related to the Company’s involvement with Mr. Kahn and subsequent legal issues, (ii) engaged in misconduct, and (iii) wasted corporate assets, including the approval of improper compensation. The Company believes that these claims are meritless and intends to defend this action. On January 22, 2025, a stockholder derivative complaint was filed by James Smith in the Superior Court for Los Angeles County against the Company, certain of the Company’s executive officers and the members of the Company’s Board of Directors. The complaint alleges that certain of the Company’s officers and directors (i) breached their fiduciary duties related to the Company’s involvement with Mr. Kahn and subsequent legal issues, (ii) engaged in a waste of corporate assets, and (iii) received unjust enrichment. The Company believes that these claims are meritless and intends to defend this action. On July 9, 2024, a putative class action was filed by Brian Gale, Mark Noble, Terry Philippas and Lawrence Bass in the Delaware Chancery Court against Freedom VCM, Mr. Kahn, Andrew Laurence, Matthew Avril, and the Company. This complaint alleges that former shareholders of FRG suffered damages due to alleged breaches of fiduciary duties by officers, directors and other participants in the August 2023 management-led take private transaction of FRG and that the Company aided and abetted those alleged breaches of fiduciary duties. The claim seeks an award of unspecified damages, rescissory damages and/or quasi-appraisal damages, disgorgement of profits, attorneys’ fees and expenses, and interest thereon. The Company believes these claims are meritless and intends to defend this action. On July 3, 2024, each of the Company and Bryant Riley, Chairman and Co-Chief Executive Officer, received a subpoena from the SEC requesting the production of certain documents and other information primarily related to (i) the Company’s business dealings with Mr. Kahn, (ii) certain transactions in an unrelated public company’s securities, and (iii) the communications and related compliance and other policies and procedures of certain of its regulated subsidiaries. On November 22, 2024, each of the Company and Mr. Riley received an additional SEC subpoena requesting the production of certain additional documents and information relating to Franchise Group, Inc. (including its holding company, Freedom 65 VCM Holdings, LLC) as well as Mr. Riley’s personal loan and his pledge of shares of the Company’s common stock as collateral for such loan. As previously disclosed on April 23, 2024, the Audit Committee of the Company’s Board of Directors, with the assistance of Sullivan & Cromwell LLP, the Company’s legal counsel, conducted an internal review, and separately the Audit Committee retained Winston & Strawn LLP, independent legal counsel, to conduct an independent investigation, to review transactions among Mr. Kahn (and his affiliates) and the Company (and its affiliates). The review and the investigation both confirmed that the Company and its executives, including Mr. Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Mr. 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. Both the Company and Mr. Riley are responding to the subpoenas and are fully cooperating with the SEC. On May 2, 2024, a putative class action was filed by Ted Donaldson in the Superior Court for the State of California, County of Los Angeles on behalf of all persons who acquired the Company’s senior notes pursuant to the shelf registration statement filed with the SEC on Form S-3 dated January 28, 2021, and the prospectuses filed and published on August 4, 2021 and December 2, 2021 (the “Offerings”). The action asserts claims under §§ 11, 12, and 15 of the Securities Act of 1933 against the Company, some of the Company’s current and former officers and directors, and the financial institutions that served as underwriters and book runners for the Offerings. An amended complaint was filed on September 27, 2024. The amended complaint alleges that the offering documents failed to advise investors that Brian Kahn and/or one or more of his controlled entities was engaged in illicit business activities, that the Company, despite the foregoing, continued to finance transactions for Kahn, eventually enabling him and others to take FRG private, and that the foregoing was reasonably likely to draw regulatory scrutiny and reputational harm to the Company. The Company believes these claims are meritless and intends to defend this action. On January 24, 2024, a putative securities class action complaint was filed by Mike Coan in U.S. Federal District Court, Central District of California, against the Company, Mr. Riley, Tom Kelleher and Phillip Ahn. The purported class includes persons and entities that purchased shares of the Company’s common stock between May 10, 2023 and November 9, 2023. A second putative class action lawsuit was filed on March 15, 2024 by the KL Kamholz Joint Revocable Trust (“Kamholz”). On August 8, 2024, this matter was consolidated with the Kamholz matter and an amended complaint was then filed on April 21, 2025. The amended complaint alleges that the Company failed to disclose to investors material financial details concerning a going private transaction involving FRG, and that the Company made false or misleading statements concerning the Company’s lending practices, its high concentration of risk in transactions involving Mr. Kahn and his affiliates, the condition and composition of the Company’s loan portfolio, the Company’s due diligence and risk management procedures, and the Company’s level of concern and internal scrutiny concerning Mr. Kahn after it learned he was potentially implicated in a fraud involving an unrelated third party. The amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On December 12, 2025, the District Court granted in part and denied in part the Company’s motion to dismiss the consolidated amended complaint. The matter will now move into discovery and class certification proceedings. The Company cannot estimate the amount of potential liability, if any, that could arise from these matters and believes these claims are meritless and intends to defend these actions. On September 21, 2023, BRCC, a wholly owned subsidiary of the Company, received a demand alleging that certain payments to BRCC in the aggregate amount of approximately $ 32,166 made by Sorrento Therapeutics, Inc. (“Sorrento”), a chapter 11 debtor in U.S. Bankruptcy Court, Southern District of Texas (the “Court”), pursuant to that certain Bridge Loan Agreement dated September 30, 2022 between Sorrento and BRCC, are avoidable as preferential transfers (the “Alleged Preferences”). On June 16, 2025, the liquidating trustee (the “Trustee”) on behalf of the Sorrento Liquidating Trust filed a complaint with the Court in an adversary proceeding seeking to avoid and recover the Alleged Preferences. On September 12, 2025, the Court denied BRCC’s motion to dismiss. The Company believes that the liquidating trustee’s claims lack merit and intends to continue to assert its statutory defenses to defeat such claims. In light of the significant factual issues to be resolved with respect to the asserted claims and other proceedings described above and uncertainties regarding unasserted claims described above, at the present time reasonably possible losses cannot be estimated with respect to the asserted and unasserted claims described in the preceding paragraphs. (b) Babcock & Wilcox Commitments and Guarantees On January 18, 2024, the Company entered into a guaranty (the “Axos Guaranty”) in favor of (i) Axos Bank, in its capacity as administrative agent (the “Administrative Agent”) for the secured parties under that certain credit agreement, dated as of January 18, 2024, among B&W, the guarantors party thereto, the lenders party thereto and the Administrative Agent (the “B&W Axos Credit Agreement”), and (ii) the secured parties. Subject to the terms and conditions of the Axos Guaranty, the Company has guaranteed certain obligations of B&W (subject to certain limitations) under the B&W Axos Credit Agreement, including the obligation to repay outstanding loans and letters of credit and to pay earned interest, fees costs and expenses of enforcing the Axos Guaranty, provided however, that the Company’s obligations with respect to the 66 principal amount of credit extensions and unreimbursed letter of credit obligations under the B&W Axos Credit Agreement shall not at any time exceed $ 150,000 in the aggregate, which is the maximum potential amount of future payments under the guaranty. In consideration for the agreements and commitments under the Axos Guaranty and pursuant to a separate fee and reimbursement agreement, B&W has agreed to pay the Company a fee equal to 2.00 % of the aggregate revolving commitments (as defined in the B&W Axos Credit Agreement) under the B&W Axos Credit Agreement, payable quarterly and, at B&W’s election, in cash in full or 50 % in cash and 50 % in the form of penny warrants. On June 18, 2025, an amendment was made to the Axos Guaranty whereby the Company’s obligations as guarantor were suspended until January 1, 2027. On June 30, 2021, the Company agreed to guaranty (the “Cash Collateral Provider Guaranty”) up to $ 110,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with a debt financing for B&W. The Cash Collateral Provider Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of B&W’s obligations under a reimbursement agreement with respect to such cash collateral. B&W will pay the Company $ 935 per annum in connection with the Cash Collateral Provider Guaranty. B&W has agreed to reimburse the Company to the extent the Cash Collateral Provider Guaranty is called upon. During the year ended December 31, 2024, B&W paid all of the obligations owed under the Cash Collateral Provider Guaranty and there are no amounts outstanding under this guarantee at December 31, 2024. On December 22, 2021, the Company entered into a general agreement of indemnity in favor of one of B&W’s sureties. Pursuant to this indemnity agreement, the Company agreed to indemnify the surety in connection with a default by B&W under a € 30,000 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. In consideration for providing the indemnity, B&W paid the Company fees in the amount of $ 1,694 on January 20, 2022. On August 10, 2020, the Company entered into a project specific indemnity rider to a general agreement of indemnity made by B&W in favor of one of its sureties. Pursuant to the indemnity rider, the Company agreed to indemnify the surety in connection with a default by B&W under the underlying indemnity agreement relating to a $ 29,970 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. 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 expired during the third quarter of 2025. No amounts remained outstanding at September 30, 2025. (c) Other Commitments In the normal course of business, the Company enters into commitments to its clients in connection with capital raising transactions, such as firm commitment underwritings, equity lines of credit, or other commitments to provide financing on specified terms and conditions. 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. At September 30, 2025, the Company is a party to a purchase agreement with a public company (the “Issuer”) under which the Issuer may require the Company to purchase up to $ 15,000 of the Issuer’s convertible preferred stock prior to March 24, 2027. If exercised, the Company would remit 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 September 30, 2025, the $ 15,000 commitment remained outstanding and had not been exercised by the Issuer, and no amounts were due. The Company purchased the $ 2,300 of preferred shares from the Issuer on November 14, 2025 and $ 12,700 of the commitment remains outstanding. 67 NOTE 18 — SHARE-BASED PAYMENTS (a) Employee Stock Incentive Plans Under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), share-based compensation expense for restricted stock units under the 2021 Plan was: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Share-based compensation expense for restricted stock units for continuing operations $ 1,506 $ 1,995 $ 7,164 $ 14,854 Share-based compensation expense for restricted stock units for discontinued operations — 593 1,038 2,148 Total share-based compensation expense for restricted stock units $ 1,506 $ 2,588 $ 8,202 $ 17,002 During the nine months ended September 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. 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 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 nine months ended September 30, 2025, the Company settled $ 2,296 of restricted stock units in cash and as of September 30, 2025, the liability was $ 1,296 , which is recorded in the “Accrued expenses and other liabilities” line item in the unaudited condensed consolidated balance sheet. During the nine months ended September 30, 2024, in connection with employee stock incentive plans, the Company granted 1,223,263 restricted stock units with a grant date fair value of $ 16,181 . The restricted stock units generally vest over a period of one to five years based on continued service. In determining the fair value of restricted stock units on the grant date, the fair value is adjusted for expected dividends based on historical patterns and the Company’s anticipated dividend payments over the expected holding period and the risk-free interest rate based on U.S. Treasuries for a maturity matching the expected holding period. (b) Employee Stock Purchase Plan In connection with the Company’s Employee Stock Purchase Plan (the “Purchase Plan”), there was no share based compensation expense during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, share based compensation expense totaled $ 72 and $ 379 , respectively, of which $ 56 and $ 304 , respectively, was recorded in continuing operations and $ 16 and $ 75 , 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 September 30, 2025 and December 31, 2024, there were 236,949 shares reserved for issuance under the Purchase Plan. (c) BRSH Stock Incentive 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 Note 2(n) - 68 Noncontrolling Interests. On August 18, 2025, BRSH issued an additional 22,951 restricted stock awards with a grant date fair value of $ 265 to employees and directors of BRSH. The grant date fair value of the BRSH restricted stock awards was determined using the same discounted cash flows method and market value approach that was utilized to value the BRSH share issued to owners of the shell corporation as more fully described in Note 2(n) - Noncontrolling Interests with an additional discount of 17.5 % for the lack of marketability due to the service condition of the restricted stock awards vesting over a period of up to five years. The restricted stock awards generally vest over a period of four to five years based on continued service. The restricted stock awards vest for common stock of BRSH and increase the noncontrolling interest in BRSH, when vested. During the three and nine months ended September 30, 2025, share-based compensation expense of $ 850 and $ 2,420 , respectively, related to the BRSH restricted stock awards and 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 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 nine months ended September 30, 2025, share based compensation expense for the options totaled $ 43 and $ 57 , respectively. NOTE 19 — STOCKHOLDERS’ EQUITY (a) Common Stock In November 2023, the Company’s previous share repurchase program for common stock was reauthorized by the Board of Directors for share repurchases up to $ 50,000 which allowed for the repurchase of common shares and expired in October 2024. The shares repurchased under the program are retired. During the three and nine months ended September 30, 2025 and 2024, the Company did not repurchase any shares of its common stock. (b) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the “BR Brands Warrants”) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. All of the BR Brands Warrants were vested and exercisable in 2021 on the second anniversary of the acquisition of the majority ownership interest in BR Brand Holdings LLC. In April 2024, 200,000 shares of the Company’s common stock were issued in connection with the exercise of warrants for cash in the amount of $ 653 . In connection with the Oaktree Credit Agreement, on February 26, 2025 (refer to Note 11 - Term Loans and Revolving Credit Facility), the Company issued seven-year warrants to certain affiliates of Oaktree Capital Management, L.P. (the “Holders”) to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s Common Stock at an exercise price of $ 5.14 per share. The Warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the Holders would be entitled to exercise the Warrants for up to 19.9 % of the then-outstanding shares of common stock. The warrants were classified as a liability. At inception on February 26, 2025, the fair value of the warrants was $ 7,860 , and the fair value of the warrants was $ 8,500 at September 30, 2025 (see Note 2(l) - Fair Value Measurements). The warrant liability of $ 8,500 at September 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 $( 4,340 ) and $( 640 ), respectively for the three and nine months ended September 30, 2025, is included in the “Change in fair value of financial instruments and other” line item in the unaudited condensed consolidated statements of operations. 69 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 98,444 and 913,692 shares of common stock at an exercise price of $ 10.00 as of the three and nine months ended September 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 July 11, 2025 Fair value at issuance $ 863 $ 67 $ 590 $ 80 $ 248 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 %. (c) Preferred Stock There were 2,834 shares of the Series A Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024. The total liquidation preference for the Series A Preferred Stock as of September 30, 2025 and December 31, 2024 was $ 74,507 (inclusive of cumulative unpaid dividends of $ 3,654 ) and $ 70,854 , respectively. There were no dividends declared or paid on the of the Series A Preferred Stock during the three and nine months ended September 30, 2025. During the three and nine months ended September 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 September 30, 2025 and December 31, 2024. The total liquidation preference for the Series B Preferred Stock as of September 30, 2025 and December 31, 2024 was $ 45,619 (inclusive of cumulative unpaid dividends of $ 2,391 ) and $ 43,228 , respectively. There were no dividends declared or paid on the of the Series B Preferred Stock during the three and nine months ended September 30, 2025. During the three and nine months ended September 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. Unpaid dividends will accrue until paid in full. NOTE 20 — NET CAPITAL REQUIREMENTS BRS and B. Riley Wealth Management (“BRWM”), the Company’s broker-dealer subsidiaries, are registered with the SEC as broker-dealers and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company’s broker-dealer subsidiaries are subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, they are subject to the minimum net capital requirements promulgated by the SEC. As of September 30, 2025, BRS had net capital of $ 69,463 , which was $ 64,043 in excess of required minimum net capital of $ 5,420 ; and BRWM had net capital of $ 8,997 , which was $ 7,723 in excess of required minimum net capital of $ 1,274 . As of December 31, 2024, BRS had net capital of $ 69,197 , which was $ 65,420 in excess of its required minimum net capital of $ 3,777 ; and BRWM had net capital of $ 16,384 , which was $ 14,832 in excess of its required minimum net capital of $ 1,552 . 70 NOTE 21 — RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the “Funds”). 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 and nine months ended September 30, 2024 totaled $ 6 and $ 149 , respectively. There were no management fees from the Funds during 2025. As of September 30, 2025 and December 31, 2024, amounts due from related parties were $ 202 and $ 189 , respectively, of which $ 41 was due from the Funds for management fees and other operating expenses at December 31, 2024. As of September 30, 2025 and December 31, 2024, amounts due to related parties were $ 2,595 and $ 3,404 , respectively, of which $ 2,595 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 nine months ended September 30, 2025, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,001 and $ 3,286 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 3,612 and $ 8,951 , respectively. During the three and nine months ended September 30, 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 1,176 and $ 3,701 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 3,877 and $ 10,636 , respectively. 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. J. Ahn, who is the brother of one of the Company’s executive officers 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 and nine months ended September 30, 2024, management fees paid for investment advisory services by Whitehawk were zero and $ 1,237 , respectively. There were no management fees paid to Whitehawk during 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). The Company may also provide consulting services or investment banking services to raise capital for these companies. These transactions can be summarized as follows: Babcock and Wilcox B&W is a related party as a result of the Company’s equity investment as more fully described in Note 2(k) - Securities and Other Investments Owned and Securities Sold Not Yet Purchased for which the Company is deemed to have significant influence. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2028. Under this agreement, fees for services provided are $ 750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. On September 20, 2024, Kenny Young resigned from his position as the President of the Company, the Executive Consulting Agreement with B&W was terminated, and concurrently, Kenny Young entered into a one year consulting agreement to provide services to the Company, pursuant to which he will be paid an annual fee of $ 250 paid on a monthly basis, subject to deduction of damages, fees and expenses that he may owe to the Company pursuant to this agreement. The Agreement expired on September 20, 2025 in accordance with its original terms. During the three months ended September 30, 2025 and 2024, the Company earned $ 1,121 and $ 1,061 , respectively, and during the nine months ended September 30, 2025 and 2024, the Company earned $ 4,939 and $ 2,778 , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities which are included in services and fees in the unaudited condensed consolidated statements of operations. The Company is also a party to indemnification agreements for the benefit of B&W and the B. Riley Guaranty, each as disclosed above in Note 17 – Commitments and Contingencies. 71 Applied Digital Applied Digital is a related party as a result of the chief executive officer of Applied Digital (“APLD”) being a member of senior management of one of the Company’s subsidiaries until February 5, 2024. Another member of senior management of one of the Company’s subsidiaries, whose departure from the Company was on March 31, 2025, was also a member of the board of directors of APLD. As of December 31, 2023, the Company had an unfunded loan commitment with APLD of $ 5,500 which was terminated on February 5, 2024. After the departure of the member of senior management of one of the Company’s subsidiaries on March 31, 2025 who was on the board of directors of APLD, APLD is no longer a related party. California Natural Resources Group, LLC California Natural Resources Group, LLC (“CalNRG”) was a related party as a result of the Company’s approximately 25.0 % equity ownership. CalNRG had a credit facility with a third party bank (the “CalNRG Credit Facility”) and the Company had guaranteed CalNRG’s obligations, up to $ 7,375 , under the CalNRG Credit Facility. On May 23, 2024, the Company sold its equity interest in CalNRG for $ 9,272 resulting in a realized gain of $ 254 , and no commitments remain. Freedom VCM Holdings, LLC On August 21, 2023, FRG completed its take-private transaction. Upon the closing of that transaction, subsidiaries of the Company had a total equity interest in Freedom VCM of $ 281,144 , representing a 31 % voting interest and representation on the board of directors of Freedom VCM. The $ 281,144 equity interest consisted of an equity interest purchased in the take-private transaction of $ 216,500 and the roll-over of $ 64,644 of shares in FRG into additional equity interests in Freedom VCM. As part of the FRG take-private transaction, certain members of management of Freedom VCM, which are related parties to Freedom VCM, exchanged their equity interest in FRG for a combined 35 % voting interest in Freedom VCM, of which Mr. Kahn and his wife and one of Mr. Kahn’s affiliates comprised 32 %. The Company has a first priority security interest in a 25 % equity interest of Mr. Kahn (who was also CEO and a board member of Freedom VCM) in Freedom VCM to secure the loan to an affiliate of Mr. Kahn. Freedom VCM and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Freedom VCM Bankruptcy Cases”) on November 3, 2024 which impaired this equity investment, and it was written-off during the year ended December 31, 2024. In connection with the FRG take-private transaction on August 21, 2023, all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to Freedom VCM Receivables (a subsidiary of Freedom VCM) for a purchase price of $ 58,872 . In connection with the sale, the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033, with payments of principal and interest limited solely to the performance of certain receivables held by BRRII. Principal and interest is payable based on the collateral without recourse to Freedom VCM Receivables, which includes the performance of certain consumer credit receivables. On October 9, 2024, the promissory note was cancelled and certain of the receivables owned by BRRII were transferred to B. Riley Receivables, LLC, a wholly owned subsidiary of the Company, all in accordance with the terms of that certain amended and restated funding agreement, dated December 18, 2023, by and among Freedom VCM Interco Holdings, Inc., Freedom VCM Receivables, Inc., BRRII, the Company and certain other parties thereto. This loan was sold on February 7, 2025, and as such, we no longer owned the loan as of September 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 $ 1,538 and $ 5,930 during the three and nine months ended September 30, 2024, respectively. There was no interest income on this loan receivable during the three and nine months ended September 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. Badcock Corporation (“Badcock”) that is collateralized by consumer finance receivables of Badcock. On December 18, 2023, Badcock was sold by Freedom VCM to Conn’s, and a subsidiary of the Company loaned Conn’s $ 108,000 pursuant to the Conn’s Term Loan which bears interest at an aggregate rate per annum equal to the Term SOFR Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on 8.00 %. On February 14, 2024, the Company collected $ 15,000 of principal payments which reduced the loan balance to $ 93,000 . The commencement of the Chapter 11 Cases by Conn’s and certain of its subsidiaries in July 2024 constituted an event of default that accelerated the obligations under the Conn’s Term Loan. As of the date of the filing of the Chapter 11 Cases, $ 93,000 in outstanding borrowings existed under the Conn’s Term Loan. 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 72 Company’s rights of enforcement in respect of the Conn’s Term Loan are subject to the applicable provisions of the 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 and nine months ended September 30, 2024, interest income on these loans totaled zero 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. Pursuant to the Consulting Agreement, Conn’s engaged the Company’s subsidiary to sell merchandise and furniture, fixtures, & equipment as well as additional goods at Conn’s and Badcock stores, headquarters, distribution centers, and cross-dock locations. The Consulting Agreement was assumed by the Conn’s debtors in connection with the Chapter 11 Cases. On November 15, 2024, the Company sold the subsidiary that provided the consulting services to Conn’s in connection with the Great American Group transaction and, accordingly, included in discontinued operations for Great American Group (see Note 4) are $ 26,106 in revenues from services and fees earned from the Consulting Agreement for the period through November 15, 2024. Vintage Capital Management - Brian Kahn 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. The Amended and Restated Note required repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn, or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM equity interests owned by Mr. Kahn and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of the closing of the FRG Take-private transaction. The fair value of the Freedom VCM equity interest owned by Mr. Kahn and his spouse was zero as of December 31, 2024. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code which impacted the Freedom FVM equity interest which served as the collateral for this loan receivable. After the impairment of the collateral related to the Freedom equity interest, the fair value of the loan was $ 2,057 at December 31, 2024 which was determined based on the remaining collateral for this loan which is primarily comprised of other securities. Fair value adjustments on the VCM loan receivable were decreases of $( 165 ) and $( 54,333 ) during the three months ended September 30, 2025 and 2024, respectively, and decreases of $( 754 ) and $( 222,718 ) during the nine months ended September 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 September 30, 2025 and December 31, 2024. Interest income was $ 3,409 and $ 15,573 during the three and nine months ended September 30, 2024, respectively. There was no interest income during the three and nine months ended September 30, 2025. Torticity, LLC Torticity is a related party as a result of the Company’s equity ownership in the limited liability company and BRC’s representation on the Board of Directors (board representation through January 12, 2025). On November 2, 2023, the Company agreed to lend up to $ 15,369 to Torticity, LLC, of which $ 6,690 was drawn upon with $ 8,679 remaining, with interest payable of 15.0 % per annum and a maturity date of November 2, 2026. Interest income was $ 1,281 and $ 3,746 during the three and nine months ended September 30, 2024, respectively. 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 September 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 $ 1,244 and $ 2,088 during the three and nine months ended September 30, 2024, respectively. 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. 73 GA Holdings 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 BRC’s representation on the Board of Directors. Upon closing the Great American Transaction on November 15, 2024, the Company had loans receivable outstanding for three retail liquidation engagements from GA Holdings in the amount of $ 15,000 . The three loans receivable are due and payable upon completion of the retail liquidation engagements and do not accrue interest on the outstanding balance. Two of the loans receivable were paid in full prior to December 31, 2024, and the remaining loan receivable had an outstanding balance of $ 1,339 at December 31, 2024 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 8.83 % and 9.27 % as of September 30, 2025 and December 31, 2024, respectively). Interest income recorded on the loan receivable was $ 126 and $ 828 during the three and nine months ended September 30, 2025, respectively. The loan matures on November 15, 2025. The outstanding balance on the secured revolving credit facility was $ 25,000 and $ 1,698 at September 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 and nine months ended September 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 $ 239 and $ 1,933 , respectively. At September 30, 2025 and December 31, 2024, amounts due from GA Holdings for these services totaled $ 202 and $ 121 , respectively. Pursuant to an existing consulting arrangement, the Company also paid $ 200 of consulting fees to the consultant, who was hired in July 2025 as the chief executive officer of GA Holdings, during the three months ended September 30, 2025. GA Joann Retail Partnership, LLC GA Joann Retail Partnership, LLC, formed in February 2025, is a related party as a result of the Company’s equity investment as more fully described in Note 2(m) - Equity Method Investment for which the Company is deemed to have significant influence. On February 27, 2025, BRF, along with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC for an aggregate commitment of $ 52,000 , of which BRF is committed to $ 24,653 . The credit agreement bears interest at 10.00 % to be paid monthly as payment-in-kind and capitalized into the outstanding principal balance and has a maturity date of November 26, 2025. Interest income recorded on the loan receivable was zero and $ 223 during the three and nine months ended September 30, 2025, respectively. This loan receivable was paid in full on April 7, 2025. Other 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 and nine months ended September 30, 2025, the Company earned $ 198 and $ 2,819 of fees related to these services, respectively. During the three and nine months ended September 30, 2024, the Company earned $ 601 and $ 1,325 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. On February 5, 2024, the Company sold its interest in 272LP and 272 Advisors, LLC for a promissory note of $ 2,000 plus additional revenue sharing up to $ 4,100 , which is based on future management fees earned. After the sale on February 5, 2024, the Company’s executive officers and members of the Company’s board of directors no longer had a financial interest in the 272LP. The Company established BRC Trust on January 6, 2025, for the purpose of transferring and liquidating the assets of BRCPOF. After the formation of the BRC Trust, BRCPOF transferred its assets and liabilities to the BRC Trust. The Company determined the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company which owns 13.4 % and related parties of the Company which includes executive officer’s and members of the board of directors of the Company owning 58.2 % of the 74 equity interest in the Trust. As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidated the BRC Trust upon its formation. NOTE 22 — BUSINESS SEGMENTS The Company reports segment information based on the various industries the Company operates and how the businesses are managed. These businesses are aggregated into operating segments in a manner that reflects how the Company views the business activities. The Company’s businesses are operated by separate local management and certain of the Company’s businesses are grouped together when they operate within a similar industry, comprising similarities in products and services, customers, and production processes, and when considered together, may be managed in accordance with one or more investment or operational strategies specific to those businesses. The Company’s five reportable segments reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The individuals comprising the role of CODM are the Company’s two Co-Chief Executive Officer’s and the Company’s Chief Financial Officer, who collectively use segment operating income or loss as a measure of a segment’s profit or loss. The segment information the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources. Accordingly, asset information is not provided by reportable segment. The measure of assets is reported on the unaudited condensed consolidated balance sheets as total assets. Revenues by segment represent amounts earned on the various services offered within each reportable segment. Our significant operating expenses regularly provided to the CODM and used to assess segment performance and determine the deployment of capital are classified as employee compensation and benefits expense, professional services, occupancy-related costs, other selling, general and administrative expenses, restructuring charge, depreciation and amortization, and impairment of goodwill and intangible assets. Employee compensation and benefits expense consists of salaries, payroll taxes, benefits, incentive compensation payable as commissions and cash bonus awards, and share based compensation for equity awards. Occupancy-related costs consists of office rent, technology and communication costs, and other office expenses. Professional services expense consists of legal, accounting, audit and other consulting expenses. Restructuring charges include expenses related to reorganization and consolidation activities which includes, among other, reductions in workforce and facility closures. Depreciation and amortization expense consists of depreciation expense for property and equipment and amortization of intangible assets. The balance of our operating expenses (other selling, general and administrative expenses) includes costs for travel, marketing and business development, and other operating expenses. Comparable prior year information has been recast to reflect the additional disclosure of employee compensation and benefits by segment, professional services by segment, occupancy-related costs by segment, and other selling, general and administrative expenses by segment, as well as to reflect discontinued operations presentation as described in Note 4 - Discontinued Operations and Assets Held for Sale. The following is a summary of certain financial data for each of the Company’s reportable segments: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Capital Markets segment: Revenues - Services and fees $ 65,352 $ 30,437 $ 129,652 $ 141,026 Trading gains (losses), net 44,951 ( 1,908 ) 50,648 ( 52,787 ) Fair value adjustment on loans 1,299 ( 71,477 ) ( 5,997 ) ( 259,260 ) Interest income - loans 2,094 11,251 9,143 51,894 Interest income - securities lending 2,523 7,007 5,487 69,614 Total revenues 116,219 ( 24,690 ) 188,933 ( 49,513 ) Employee compensation and benefits ( 39,554 ) ( 18,397 ) ( 91,600 ) ( 92,134 ) Professional services ( 1,192 ) ( 1,225 ) ( 5,100 ) ( 3,280 ) Occupancy-related costs ( 1,601 ) ( 2,061 ) ( 5,392 ) ( 6,101 ) Other selling, general and administrative expenses ( 10,525 ) ( 8,770 ) ( 35,860 ) ( 31,968 ) 75 Interest expense - Securities lending and loan participations sold ( 2,094 ) ( 6,359 ) ( 4,781 ) ( 65,055 ) Depreciation and amortization ( 555 ) ( 817 ) ( 1,938 ) ( 2,333 ) Segment income (loss) 60,698 ( 62,319 ) 44,262 ( 250,384 ) Wealth Management segment: Revenues - Services and fees 34,342 49,389 114,429 150,153 Trading gains (losses), net 8,061 670 13,873 2,561 Total revenues 42,403 50,059 128,302 152,714 Employee compensation and benefits ( 30,995 ) ( 40,546 ) ( 94,164 ) ( 120,269 ) Professional services ( 749 ) ( 904 ) ( 1,740 ) ( 1,848 ) Occupancy-related costs ( 3,137 ) ( 2,589 ) ( 11,132 ) ( 8,721 ) Other selling, general and administrative expenses 65 ( 4,195 ) ( 11,857 ) ( 14,601 ) Depreciation and amortization ( 397 ) ( 1,045 ) ( 1,814 ) ( 3,148 ) Segment income 7,190 780 7,595 4,127 Communications segment: Revenues - Services and fees 59,363 66,241 183,268 225,055 Revenues - Sale of goods 1,003 1,318 3,775 4,079 Total revenues 60,366 67,559 187,043 229,134 Direct cost of services ( 27,914 ) ( 36,253 ) ( 90,112 ) ( 131,346 ) Cost of goods sold ( 1,026 ) ( 1,350 ) ( 4,260 ) ( 4,323 ) Employee compensation and benefits ( 6,913 ) ( 7,828 ) ( 21,013 ) ( 25,667 ) Professional services ( 463 ) ( 1,112 ) ( 2,050 ) ( 3,713 ) Occupancy-related costs ( 1,889 ) ( 2,351 ) ( 5,861 ) ( 7,683 ) Other selling, general and administrative expenses ( 5,329 ) ( 5,374 ) ( 16,673 ) ( 17,073 ) Restructuring charge — ( 116 ) — ( 379 ) Depreciation and amortization ( 4,792 ) ( 4,868 ) ( 14,375 ) ( 16,750 ) Segment income 12,040 8,307 32,699 22,200 Consumer Products segment: Revenues - Sale of goods 46,967 49,793 132,354 152,739 Cost of goods sold ( 33,607 ) ( 36,406 ) ( 98,267 ) ( 109,270 ) Employee compensation and benefits ( 8,941 ) ( 9,701 ) ( 28,002 ) ( 30,117 ) Professional services ( 1,060 ) ( 2,686 ) ( 3,035 ) ( 6,702 ) Occupancy-related costs ( 1,465 ) ( 1,658 ) ( 4,398 ) ( 4,836 ) Other selling, general and administrative expenses ( 1,144 ) ( 914 ) ( 3,547 ) ( 3,947 ) Depreciation and amortization ( 1,896 ) ( 1,934 ) ( 5,760 ) ( 5,862 ) Restructuring charge ( 184 ) — ( 220 ) ( 546 ) Impairment of goodwill and tradenames — — ( 1,500 ) ( 27,681 ) Segment loss ( 1,330 ) ( 3,506 ) ( 12,375 ) ( 36,222 ) E-Commerce segment: Revenues - Services and fees — 5,233 3,469 7,964 Revenues - Sale of goods — 3,749 3,528 6,014 Total revenues — 8,982 6,997 13,978 Direct cost of services — ( 2,953 ) ( 1,552 ) ( 4,543 ) Cost of goods sold — ( 2,128 ) ( 3,131 ) ( 3,738 ) Employee compensation and benefits — ( 4,554 ) ( 3,153 ) ( 7,107 ) Professional services — ( 1,656 ) ( 2,141 ) ( 2,663 ) Occupancy-related costs — ( 759 ) ( 642 ) ( 1,795 ) 76 Other selling, general and administrative expenses — ( 1,568 ) ( 2,454 ) ( 2,639 ) Depreciation and amortization — ( 552 ) ( 38 ) ( 922 ) Segment loss — ( 5,188 ) ( 6,114 ) ( 9,429 ) Consolidated operating income (loss) from reportable segments 78,598 ( 61,926 ) 66,067 ( 269,708 ) All Other: Revenues - Services and fees 11,147 23,273 42,304 67,365 Revenues - Sale of goods 305 388 1,146 1,422 Total revenues 11,452 23,661 43,450 68,787 Direct cost of services ( 3,377 ) ( 10,453 ) ( 15,543 ) ( 32,119 ) Cost of goods sold ( 368 ) ( 428 ) ( 1,189 ) ( 1,566 ) Employee compensation and benefits ( 3,598 ) ( 5,541 ) ( 12,918 ) ( 17,049 ) Professional services ( 483 ) ( 754 ) ( 1,713 ) ( 2,172 ) Occupancy-related costs ( 1,685 ) ( 2,634 ) ( 5,620 ) ( 7,799 ) Other selling, general and administrative expenses ( 2,294 ) ( 3,133 ) ( 9,026 ) ( 8,971 ) Depreciation and amortization ( 597 ) ( 1,698 ) ( 2,625 ) ( 4,289 ) Corporate: Revenues - Services and fees 464 — 2,157 — Employee compensation and benefits ( 7,038 ) ( 10,695 ) ( 27,318 ) ( 35,243 ) Professional services ( 7,937 ) ( 7,538 ) ( 25,984 ) ( 24,110 ) Occupancy-related costs ( 1,746 ) ( 2,123 ) ( 5,081 ) ( 6,058 ) Other selling, general and administrative expenses 4,215 1,256 10,905 9,995 Depreciation and amortization ( 197 ) ( 151 ) ( 530 ) ( 454 ) Restructuring charge — — ( 285 ) — Operating income (loss) 65,409 ( 82,157 ) 14,747 ( 330,756 ) Interest income 1,491 1,432 3,469 2,892 Dividend income 564 675 821 4,139 Realized and unrealized gains (losses) on investments 32,756 ( 22,197 ) 28,472 ( 212,362 ) Change in fair value of financial instruments and other ( 3,314 ) — 9,492 — Gain on sale and deconsolidation of businesses — 476 86,213 790 Gain on senior note exchange 12,222 — 67,208 — Income from equity investments 9,193 6 34,244 12 Loss on extinguishment of debt ( 950 ) ( 5,900 ) ( 21,643 ) ( 5,780 ) Interest expense: Capital Markets segment — ( 153 ) ( 49 ) ( 465 ) Communications segment ( 1,475 ) ( 2,040 ) ( 4,688 ) ( 7,057 ) Consumer Products segment ( 656 ) ( 1,001 ) ( 1,516 ) ( 3,446 ) E-Commerce segment — ( 390 ) ( 396 ) ( 647 ) Corporate and other ( 16,638 ) ( 29,412 ) ( 66,036 ) ( 90,580 ) Interest expense ( 18,769 ) ( 32,996 ) ( 72,685 ) ( 102,195 ) Income (loss) from continuing operations before income taxes 98,602 ( 140,661 ) 150,338 ( 643,260 ) Provision for income taxes ( 1,183 ) ( 9,950 ) ( 1,194 ) ( 17,803 ) Income (loss) from continuing operations 97,419 ( 150,611 ) 149,144 ( 661,063 ) (Loss) income from discontinued operations, net of income taxes ( 1,866 ) ( 136,987 ) 70,841 ( 108,270 ) Net income (loss) 95,553 ( 287,598 ) 219,985 ( 769,333 ) 77 Net income (loss) attributable to noncontrolling interests 4,470 ( 3,201 ) ( 594 ) ( 2,167 ) Net income (loss) attributable to Registrant 91,083 ( 284,397 ) 220,579 ( 767,166 ) Preferred stock dividends 2,015 2,015 6,045 6,045 Net income (loss) available to common shareholders $ 89,068 $ ( 286,412 ) $ 214,534 $ ( 773,211 ) The following table presents revenues by geographical area: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Services and fees North America $ 170,668 $ 174,573 $ 475,279 $ 591,563 Trading gains (losses), net North America 53,012 ( 1,238 ) 64,521 ( 50,226 ) Fair value adjustments on loans North America 1,299 ( 71,477 ) ( 5,997 ) ( 259,260 ) Interest income - loans North America 2,094 11,251 9,143 51,894 Interest income - securities lending North America 2,523 7,007 5,487 69,614 Sale of goods North America 25,166 30,218 73,985 87,984 Australia 2,189 2,735 6,871 9,196 Europe, Middle East, and Africa 13,270 14,556 38,240 41,508 Asia 6,084 5,540 16,361 18,674 Latin America 1,566 2,199 5,346 6,892 Total - Sale of goods 48,275 55,248 140,803 164,254 Total Revenues North America 254,762 150,334 622,418 491,569 Australia 2,189 2,735 6,871 9,196 Europe, Middle East, and Africa 13,270 14,556 38,240 41,508 Asia 6,084 5,540 16,361 18,674 Latin America 1,566 2,199 5,346 6,892 Total Revenues $ 277,871 $ 175,364 $ 689,236 $ 567,839 78 The following table presents long-lived assets, which consists of property and equipment, net, by geographical area: September 30, 2025 December 31, 2024 Long-lived Assets - Property and Equipment, net: North America $ 17,863 $ 18,327 Europe 118 217 Asia Pacific 57 81 Australia 46 54 Total $ 18,084 $ 18,679 Segment assets are not reported to, or used by, the Company’s Chief Operating Decision Maker to allocate resources to, or assess performance of the segments and therefore, total segment assets have not been disclosed. NOTE 23 — SUBSEQUENT EVENTS Name Change On January 1, 2026, the Company’s previously announced name change became effective. The name of the Company is now BRC Group Holdings, Inc. Our trading symbol (“RILY”) and our CUSIP (05580M108) remain the same. 79