What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-09-19 · 2571 added, 2451 removed, 865 unchanged (85% of the section changed)

3 unchanged sentences

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

Based upon the foregoing evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2024 our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described in the Report of Management on Internal Control over Financial Reporting.

Based upon the foregoing evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of December 31, 2025 our disclosure controls and procedures were not effective at the reasonable assurance level.

Report of Management on Internal Control over Financial Reporting

1 unchanged sentence

Under the supervision and with the participation of management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

In making our assessment of the Company’s internal control over financial reporting as of December 31, 2024, we excluded from our assessment the internal control over financial reporting at Nogin, Inc.

On May 3, 2024, B.

Riley completed the acquisition of Nogin as result of a debt facility agreement that was subsequently converted to equity.

Management concluded that two of the material weaknesses identified in 2023 are fully remediated.

Management has also identified additional material weaknesses for the year ended December 31, 2024, both as fully described below.

Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weaknesses in our internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Remediation of Previously Reported Material Weaknesses

The following two material weaknesses in internal control over financial reporting that were reported in our Annual Report on Form 10-K for the year ended December 31, 2023, have been remediated as of December 31, 2024.

The remediation of our internal control over financial reporting to address the underlying causes of the material weaknesses are summarized below:

• The Company enhanced the precision level of user access management procedures and controls related to the previously identified material weakness relating to IT general controls, specifically user access management controls, in our B.

Riley Advisory Holdings, LLC subsidiaries primarily.

• The Company was able to rely on the System and Organization Controls (“SOC”) 1 Type 2 report associated with the utilization of our third-party service organization's hosted IT solution for the processing of customer sales and billing information in our Marconi Wireless Holdings, LLC subsidiary.

As a result, management in conjunction with the complementary user entity controls was able to rely on the design and operating effectiveness of the internal control processes performed by the third-party service organization.

Material Weaknesses Identified during the Current Period

For the period ended December 31, 2024:

• The Company identified two material weaknesses in controls related to information technology general controls (“ITGCs”) at Lingo Management, LLC and Tiger US Holdings, Inc.

and subsidiaries in the areas of user access, program change management, and information technology (“IT”) operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes.

As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted.

• The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the investment valuation of Level 3 investments such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements.

• The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the identification and disclosure of material related party transactions in accordance with Accounting Standards Codification (“ASC”) 850, Related Party Disclosures.

Specifically, management’s review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated financial statements.

• The Company identified a material weakness relating to the design and operating effectiveness of management’s review controls over the income tax provision such that management’s review procedures were not operating at a level of precision to prevent or detect a potential material misstatement in the consolidated financial statements.

• The Company identified material weaknesses in controls related to ITGCs at Bebe Stores Inc.

in the areas of user access, program change management, and IT operations over IT systems and the reports generated from these systems used in the execution of controls that support the Company’s financial reporting processes.

As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted.

Additionally, the Company did not consistently retain evidence of review, further contributing to the material weakness.

• The Company identified a material weakness in controls due to its inability to rely on the SOC 1 Type 2 reports associated with two third-party service organizations that support significant elements of its financial reporting processes over B.

Riley Retail Solutions, LLC.

Specifically, the Company did not have adequate ITGCs in place over the IT systems and related reports at these third-party service providers, which are used in the execution of controls supporting the Company’s financial reporting.

As a result, business process automated and manual controls that were dependent on these ITGCs at the service organizations could have been adversely impacted.

• The Company identified two material weaknesses relating to the design and operating effectiveness of management’s review controls over goodwill such that management did not adequately evaluate relevant factors and indicators to determine whether it was more likely than not that the fair value of a business segment was less than the carrying amount of goodwill and other intangibles assigned to that reporting unit as well as a lack of appropriate approval in accordance with Company policy over significant decisions involving goodwill.

• The Company identified a material weakness related to the design and operating effectiveness of controls related to journal entry controls.

There was a lack of segregation of duties considerations associated within the journal entry approval workflow.

The workflow in the system did not systemically prevent individuals who can post journal entries to also approve the same entries.

Additionally, the Company did not retain evidence of review of certain journal entries.

Prior to filing this Annual Report on Form 10-K, we completed significant additional procedures for the year ended December 31, 2024.

Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with GAAP.

Our Co-Chief Executive Officers and Chief Financial Officer have certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K.

Remediation Plan for Current Period Material Weaknesses

Management has begun to implement and plans to continue implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses, described above, are remediated, such that the controls are designed, implemented, and operating effectively.

We have identified the following unremediated material weaknesses in internal control over financial reporting as of December 31, 2025:

(i) Information technology general controls (ITGCs) in the areas of user access, program change management, and computer operations, related to certain systems, were not appropriately designed or implemented at certain of our subsidiaries.

As a result, business process automated and manual controls that were dependent on the affected ITGCs were adversely impacted.

(ii) We did not design and implement controls over data provided by third-party service organizations for which a System and Organization Controls (SOC) 1 Type 2 report is not available at certain subsidiaries.

(iii) Controls over the completeness and accuracy of information we produce, impacting multiple financial statement areas were not properly designed, implemented or documented.

(iv) Management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.

(v) Management review controls were not appropriately designed and implemented over certain complex accounting areas and disclosures, including:

(a) fair value measurement of investments using significant unobservable inputs and related disclosures;

(b) identification and disclosure of material related party transactions in accordance with ASC 850;

(d) goodwill valuation;

and (e) segment reporting under ASC 280, specifically the review of information provided to the chief operating decision maker (“CODM”) and the aggregation of operating segments.

The above material weaknesses could have increased the risk of unauthorized access to certain information technology systems that support our financial reporting processes, manipulation of data that we use to produce our financial statements, and/or lack of complete and accurate information, which could lead to financial misstatements and affect our ability to report our information on a timely basis.

Although these material weaknesses did not result in any material misstatement of our consolidated financial statements for the periods presented, they could lead to a material misstatement of account balances or disclosures.

Remediation Efforts and Status

Management has made significant progress toward remediating certain of our material weaknesses.

Management continues to implement measures designed to ensure that the control deficiencies contributing to the material weaknesses noted above are remediated, such that the controls are designed, implemented, and operating effectively.

The remediation actions for the material weaknesses noted above include:

• Prior to December 31, 2024, the Retail Solutions material weakness was remediated through the divestiture of the business in November 2024.

• Implementation and enhancement of its ITGCs and related policies.

This includes providing resources, training and support to process owners and reviewers with a specific focus on understanding the risks being addressed by the controls they are performing, as well as requirements for sufficient documentation and evidence in the execution of the controls.

• Updating of its IT policies and procedures to enhance user access, change management, and IT operations processes to ensure timely and accurate assignment of access rights and prompt removal of access for terminated employees, and to ensure appropriate restriction of access rights based on job responsibilities.

• Designing of alternative processes and controls to mitigate the risk of the third-party services providers not producing the SOC 1 Type 2 reports.

• Implementation of measures designed to ensure controls are appropriately designed, implemented, and operating effectively as it relates to the material weakness identified in investment valuations, related party transactions, income taxes, goodwill impairment assessment, and journal entries.

The remediation actions include the improvement of the precision level of management review controls, documentation retention and additional resources.

While the foregoing measures are intended to effectively remediate the material weaknesses described in this Item 9A, it is possible that additional remediation steps will be necessary.

As such, as we continue to evaluate and implement our plan to remediate the material weaknesses, our management may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

We expect that the remediation of these material weaknesses will be completed by the end of fiscal 2025.

Our independent registered public accounting firm, Marcum LLP (“Marcum”), has audited the consolidated financial statements and has issued an adverse attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K.

• Continuing to invest and strengthen our accounting organization, including the appointment of a new Chief Financial Officer (“CFO”) in June 2025.

Our CFO brings extensive public company experience and has meaningfully contributed to the oversight of our financial reporting and disclosure processes and controls.

• Engaging external consultants to provide support and to assist us in our evaluation of more complex applications of U.S.

GAAP, and to assist us with documenting and assessing our accounting policies and procedures.

• Continuing to significantly enhance ITGCs, including the implementation of enhanced policies, procedures, and ITGCs designed to strengthen the overall IT control environment.

These actions resulted in notable improvements and enhancements to the Company’s ITGC framework.

• Designing alternative processes and controls to mitigate the risk of the third-party services providers not producing the SOC 1 Type 2 reports.

• Ensuring that management review controls are appropriately designed, implemented, and operating effectively as it relates to the material weaknesses identified in investments measured at fair value using significant unobservable inputs, related parties, income taxes, goodwill, and segment reporting.

• Ensuring that control owners document the performance of management review controls so that they not only operate effectively, and at the appropriate level of precision, but so that there is sufficient audit evidence that may be reviewed, to verify the effective operation of the controls.

• Providing training for control owners that will present expectations as it relates to the control design, execution and monitoring of such controls, including enhancements to the documentation and retention of such evidence.

The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources.

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.

While we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Additionally, Management conducted a comprehensive remediation effort throughout 2025, and has concluded that certain of its previous material weaknesses were remediated as of December 31, 2025, including the following:

(i) controls over journal entries;

(ii) controls over approval of significant decisions involving goodwill

A summary of the key remedial actions were as follows:

• Enhanced certain controls to enforce segregation of duties and appropriate review and approval of journal entries.

• Established policies and procedures, as well as communicated expectations of the documentation requirements of control owners, to improve execution of controls by Company personnel.

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weaknesses are remediated as soon as possible.

Inherent Limitation on Effectiveness of Controls

Our management, including our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well- designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

Excluding the above remediation actions of prior disclosed material weaknesses and the identification of new current period material weaknesses as fully described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as described above, there have been no changes to our internal control over financial reporting during the fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

BRC Group Holdings, Inc.

Los Angeles, California

Opinion on Internal Control over Financial Reporting

We have audited BRC Group Holding, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet as of December 31, 2025, the related statements of operations, comprehensive income (loss), equity (deficit), and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 31, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses were identified and described in management’s assessment in the following areas:

Information technology general controls (ITGCs) in the areas of user access, program change management, and computer operations, related to certain systems, were not appropriately designed or implemented at certain of our subsidiaries.

As a result, business process automated and manual controls that were dependent on the affected ITGCs were adversely impacted.

The Company did not design and implement controls over data provided by third-party service organizations for which a System and Organization Controls (SOC) 1 Type 2 report is not available at certain subsidiaries.

Controls over the completeness and accuracy of information the Company produces, impacting multiple financial statement areas were not properly designed, implemented or documented.

Management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.

Management review controls were not appropriately designed and implemented over certain complex accounting areas and disclosures, including:

(a) fair value measurement of investments using significant unobservable inputs and related disclosures;

(b) identification and disclosure of material related party transactions in accordance with ASC 850;

(d) goodwill valuation;

and (e) segment reporting under ASC 280, specifically the review of information provided to the chief operating decision maker (“CODM”) and the aggregation of operating segments.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 31, 2026 on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(Signed BDO USA, P.C.)

Los Angeles, California

March 31, 2026

OTHER INFORMATION

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

On September 18, 2025, the Company’s Board of Directors re-appointed Messrs.

Riley, Kelleher, Yessner, Forman and Weitzman as the Company’s executive officers.

Andrew Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our board of directors (the “Board”) are elected annually to a one year term to serve as directors until the next annual meeting of stockholders, or until their respective successors are duly elected and qualified or their earlier death, resignation, or removal.

There are no familial relationships between any of our directors and any other director or any of our executive officers.

No arrangement or understanding exists between any of our directors and any other person or persons pursuant to which any director was or is to be selected as our director.

The following table provides the name, age, and position(s) of each of our directors as of September 18, 2025:

Name Age Committees

Riley 58 None.

Kelleher 57 None.

Antin 75 Compensation Committee, Environmental, Social and Corporate Governance Committee

Tammy Brandt 50 None.

Robert D’Agostino 58 Audit Committee, Compensation Committee*

LaBran 65 Audit Committee, Environmental, Social and Corporate Governance Committee

Paulson 63 Audit Committee*

Sheldon 65 Compensation Committee

Walters 62 Environmental, Social and Corporate Governance Committee*

* Chairman of the respective committee.

Riley has served as our Chairman and Co-Chief Executive Officer since June 2014 and July 2018 respectively, and as a director since August 2009.

He also previously served as our Chief Executive Officer from June 2014 to July 2018.

In addition, Mr.

Riley served as the Chairman of B.

Riley & Co., LLC since founding the stock brokerage firm in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017 and as Chief Executive Officer of B.

Riley & Co., LLC from 1997 to 2006.

He also served as Chairman of B.

Riley Principal Merger Corp.

from April 2019 to February 2020, at which time it completed its business combination with Alta Equipment Group, Inc.

as Chairman of B.

Riley Principal Merger Corp.

II from May 2020 to November 2020 at which time it had completed it business combination with Eos Energy Enterprises Inc.

and as Chairman of B.

Riley Principa1 150 Merger Corp.

from June 2020 to July 2022, at which time it completed its business combination with FaZe Holdings, Inc.

He served as Chairman of B.

Riley Principal 250 Merger Corp.

from May 2021 until its dissolution in May 2023.

Since November 2024, Mr.

Riley serves on the board of Great American Holdings, LLC.

Riley served as director of Select Interior Concepts, Inc.

from November 2019 until October 2021.

He also previously served on the board of Babcock & Wilcox Enterprises, Inc.

BW) from April 2019 to September 2020;

Sonim Technologies, Inc.

SONM) from October 2017 to March 2019;

and Freedom VCM Holdings, LLC (fka Franchise Group, Inc., a public company ( NASDAQ :

FRG), with the last day of trading of 8/21/23) from September 2018 through March 2020, rejoining in August of 2023.

Freedom VCM Holdings, LLC filed for bankruptcy on November 3, 2024 and Mr.

Riley resigned as director in June 2025.

Riley received his B.S.

in Finance from Lehigh University.

Riley’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets.

Riley’s extensive experience serving on other public company boards is an important resource for the Board.

Kelleher has served as our Co-Chief Executive Officer since July 2018 and as a member of our board since October 2015.

He also previously served as President from August 2014 to July 2018.

Kelleher previously served as Chief Executive Officer of B.

Riley & Co., LLC, a position he held from 2006 to 2014.

From the firm’s founding in 1997 to 2006, Mr.

Kelleher held several senior management positions with B.

Riley & Co., LLC, including Chief Financial Officer and Chief Compliance Officer.

Kelleher served on the board of directors of Special Diversified Opportunities Inc.

from October 2015 to June 2017.

He received his Bachelor of Science in Mechanical Engineering from Lehigh University.

Kelleher’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets.

Kelleher’s executive leadership experience is an important resource for the Board.

Antin has served as a member of the Board since June 2017.

Antin was a co-founder of VCA Inc., a national animal healthcare company that provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market and was publicly traded ( NASDAQ :

WOOF) until the company was privately acquired in September 2017.

Antin has served as a Chief Executive Officer and President at VCA Inc.

since its inception in 1986.

Antin also served as the Chairman of the Board of VCA, Inc.

from inception through the

September 2017 acquisition.

Antin currently serves on the Board of Directors of Rexford Industrial Realty, Inc.

REXR) since July 2013.

He previously served on the Board of Heska Corporation ( NASDAQ :

HSKA) from November 2020 to May 2023.

From September 1983 to 1985, Mr.

Antin was President, Chief Executive Officer, a director, and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers.

From July 1978 until September 1983, Mr.

Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities.

Antin received his MBA with a certification in hospital and health administration from Cornell University.

Antin’s executive leadership experience provides an important resource to the Board.

Tammy Brandt has served as a member of the Board since December 20, 2021.

Since February 2023, Ms.

Brandt has served as a senior member of the legal team at Creative Artists Agency (CAA), a leading global entertainment and sports agency.

From March 2021 to January 2023, Ms.

Brandt served as Chief Legal Officer;

Head of Business and Legal Affairs at FaZe Clan Inc.

FAZE), a leading gaming, lifestyle, and media platform.

She has served on the Lambda Legal West Coast Leadership Board from 2019 to December 2024, and has served as a member of the Bluffton University Board of Trustees since July 2023 .

From 2018 to June 2022, Ms.

Brandt served on the Board of Cayton Children’s Museum, including as chair of its Audit Committee and a member of its Nomination and Governance Committee.

From May 2017 to May 2021, she served as Chief Legal Officer at Dreamscape Immersive, and previously served as Chief Corporate, Securities, M&A and Alliance Counsel at DXC Technology and its predecessor, Computer Sciences Corporation;

and as General Counsel at ServiceMesh, Inc., an enterprise software company in the cloud management space.

Brandt is a graduate of Notre Dame Law School, where she was Managing Editor of the Notre Dame Law Review, and graduated summa cum laude with a Bachelor of Science in economics and business administration from Bluffton University.

Brandt’s business and legal experience provides an important resource to the Board.

Robert D’Agostino has served as a member of the Board since October 2015.

D’Agostino has served as President of Q-mation, Inc.

Q-mation, Inc.

is a leading supplier of software solutions targeted at increasing operational efficiencies and asset performance in manufacturing companies.

D’Agostino joined Q-mation, Inc.

in 1990 and held various sales, marketing, and operations management positions prior to his appointment as President.

He previously served on the board of Alliance Semiconductor Corp.

from July 2005 to February 2012.

D’Agostino graduated from Lehigh University with a B.S.

in Chemical Engineering.

D’Agostino’s executive leadership experience provides an important resource to the Board.

LaBran has served as a member of the Board since August 11, 2021.

LaBran co-founded Rustic Canyon Partners, a technology venture capital fund launched in 2000, and has served from 2006 to 2021 as Partner with Rustic Canyon/Fontis Partners, an investment fund which is now completed, targeting growth investments and lower middle market buy-outs in media, consumer goods, and business and consumer services industries.

During this time, she served as a board director and advisor to multiple portfolio companies while providing oversight of her investment firm’s finance and operations functions.

LaBran currently serves on the board of Idealab, Inc.

since March 2015 and Stravos Education, LLC since August 2022.

Since December 2024, she also serves as Interim President of FindLaw, recently acquired by Internet Brands, a digital media, marketing services and software company.

LaBran previously served on the boards of Iconic Sports Acquisition Corp (NYSE:ICNC-UN) from October 2021 to October 2023;

Sambazon, Inc.

from 2009 to 2021;

and TomboyX from 2018 to 2019.

From March 2015 to December 2020, she served as a governor-appointed non-attorney public member on the Board of Trustees for the State Bar of California.

LaBran is an Adjunct Professor at UCLA Anderson School of Management’s MBA program, earned an M.B.A.

with distinction from Harvard Business School, and received an A.B.

degree in Economics from UC Berkeley.

LaBran’s board experience, business and financial acumen, and venture capital experience provide an important resource to the Board.

Paulson has served as a member of the Board since June 18, 2020.

Paulson currently serves on the Board of Directors of Dash Medical Holdings, LLC.

He also served on the board of Testek, Inc.

from 2016 to November 2024 when the company was sold.

Testek was a portfolio company of Odyssey Investment Partners, LLC where he served as a Managing Principal from 2005 to 2019.

Prior to this, Mr.

Paulson was Executive Vice President — Acquisitions and Strategic Development at National Financial Partners, a New York based consolidator of independent financial services distribution firms.

From 1993 to 2000, Mr.

Paulson was at Bear, Stearns & Co.

where he was a Senior Managing Director in the M&A and Corporate Finance groups.

Prior to Bear Stearns, Mr.

Paulson was a member of GE Capital’s merchant banking group.

A native of Minnesota, Mr.

Paulson received a BSB in Accounting from the University of Minnesota and his MBA from the Kellogg Graduate School of Management at Northwestern University.

Paulson’s financial services industry and accounting experience will provide an important resource to the Board.

Sheldon has served as a member of the Board since July 2017.

Sheldon served as CEO of Deutsch North America, one of the most awarded creative agencies in the United States, from January 2015 until his retirement in December 2019.

Sheldon had also served as CEO of Deutsch’s Los Angeles office from September 1997 to January 2015.

Sheldon received a B.A.

degree from Michigan State University in Advertising.

Sheldon’s entrepreneurial skills and marketing experience provide an important resource to the Board.

Walters has served as a member of the Board since July 12, 2019.

She served from 2015 to 2019 as the U.S.

Representative for California’s 45 th Congressional District.

She has worked on key legislation, business and policy initiatives related to technology, energy, environmental and healthcare, including the opioid crisis and veterans’ medical services.

As a member of House leadership, she served on the Energy and Commerce Committee, the Judiciary Committee and the Transportation and Infrastructure Committee.

Walters represented California’s 37 th State Senate District from

2008 to 2014, where she served on the Banking and Financial Institutions Committee and as Vice Chair for the Public Employment and Retirement Committee.

From 2004 to 2008, she represented California’s 73 rd Assembly District.

Walters was a member of the Laguna Niguel City Council from 1996 to 2004, serving as Mayor in 2000, and chair of Laguna Niguel’s Investment and Banking Committee.

Previously, Ms.

Walters was an investment executive at Drexel Burnham Lambert and, subsequently, Kidder, Peabody & Co.

from 1988 to 1995.

Currently, Ms.

Walters is the Chief Commercial Officer for Leading Edge Power Solutions, LLC since November 2019.

In addition, she serves on the Board of Directors of Eos Energy Enterprises, Inc.

EOSE) since November 2020, and Pacific Specialty Insurance Company since January 2025.

Walters earned a Bachelor of Arts in political science from the University of California, Los Angeles.

Walters extensive political and financial experience provides an important resource to the Board.

Executive Officers

Executive officers are elected by our Board and serve at its discretion.

There are no family relationships between any director or executive officer and any other directors or executive officers.

Set forth below is information regarding our executive officers as of September 18, 2025 .

Name Position Age

Riley Chairman and Co-Chief Executive Officer 58

Kelleher Co-Chief Executive Officer 57

Scott Yessner Executive Vice President and Chief Financial Officer 55

Forman Executive Vice President, General Counsel and Secretary 64

Howard Weitzman Senior Vice President, Chief Accounting Officer 63

Bryant Riley and Thomas Kelleher’s biographical information is included above with those of the other members of our Board.

Scott Yessner has served as our Executive Vice President and Chief Financial Officer since June 2025 and has previously served as Chief Financial Officer of Funko, Inc, from 2022 to 2023.

Prior to that role, Mr.

Yessner served as Chief Financial Officer of California Expanded Metal Products Company (CEMCO), from 2020 to 2022, and as Chief Financial Officer of Universal Technical Institute from 2018 to 2019.

Yessner received a B.A in Economics from the University of California, Los Angeles and is a CPA licensed in California.

Forman has served as our Executive Vice President, General Counsel and Secretary since May 2015.

Prior to joining us, Mr.

Forman served as Senior Vice President and General Counsel of STR Holdings, Inc.

from April 2012 until May 2015, and as Vice President and General Counsel from May 2010 to April 2012.

Forman was also a partner at Brown Rudnick LLP from May 1998 to May 2010.

Forman brings extensive experience in corporate and securities law including intellectual property, licensing agreements, financing transactions, corporate governance, and M&A.

Forman holds a B.A.

in Economics from Emory University and a J.D.

from the George Washington University Law School.

Howard Weitzman has served as our Senior Vice President, Chief Accounting Officer since December 2009.

Prior to December 2009, Mr.

Weitzman served as a Senior Manager in the SEC Services Group in the audit practice at Moss Adams, LLP and also worked twelve years in public accounting at two “Big 4” accounting firms, most recently as a Senior Manager in the financial services audit practice of Deloitte & Touche, LLP.

Weitzman also held various senior financial management positions, with Banner Holdings, Inc.

as the Chief Financial Officer of Central Financial Acceptance Corporation and Controller and Principal Accounting Officer of Central Rents, Inc.

Weitzman also served as a Senior Vice President and Chief Financial Officer of Peoples Choice Financial Corporation.

Weitzman received a B.S.

in Accounting from California State University, Northridge and is a California licensed Certified Public Accountant.

Corporate Governance

Environmental, Social and Governance (“ ESG ”)

The Company recognizes the increasing importance of ESG initiatives with respect to all stakeholders.

In 2021, the Company formed a management committee to assess our ESG and diversity efforts, to develop and execute our strategies, and to track our progress in this endeavor.

We strive to expand our efforts in attracting talent from diverse cultural backgrounds to support the expansion of racial and gender diversity, equity, and inclusion within the industries in which we operate.

We participate in targeted job fairs and events to seek out diverse talent recruits.

We partner with a nonprofit foundation whose mission is to develop industry education programs that support developing diverse leaders as they prepare to embark upon their careers.

Meetings and Committees of the Board

Our Board is responsible for overseeing the management of our business.

We keep our directors informed of our business at meetings and through reports and analyses presented to the Board and the committees of the Board.

Regular communications between our directors and management also occur apart from meetings of the Board and committees of the Board.

Meeting Attendance

Our Board normally meets quarterly but may hold additional meetings as required.

During fiscal year 2024, the Board held three regularly scheduled meetings, and 38 additional meetings.

Each of our directors attended at least 75% of the total number of Board meetings and committee meetings of the Board on which he/she served.

We do not have a policy requiring that directors attend our annual meeting of stockholders.

A majority of our directors attended our 2024 annual meeting of stockholders.

Committees of the Board of Directors

Our Board currently has three standing committees to facilitate and assist the Board in the execution of its responsibilities:

the Audit Committee, the Compensation Committee, and the ESG Committee.

Audit Committee

Our Audit Committee is composed of Randall E.

Paulson (Chairperson), Renée E.

LaBran, and Robert D’Agostino.

Our Board has affirmatively determined that each member of the Audit Committee during 2024 was, and each current member is, independent under NASDAQ Marketplace Rule 5605(a)(2), and meets all other qualifications under NASDAQ Marketplace Rule 5605(c) and the applicable rules of the SEC.

Our Board has also affirmatively determined that Randall E.

Paulson qualifies as an “audit committee financial expert” as such term is defined in Regulation S-K under the Securities Act of 1933.

During 2024, the Audit Committee held two regularly scheduled meetings, and 28 additional meetings.

The Audit Committee acts pursuant to a written charter, which is available for review on our website at http://ir.brileyfin.com/governance .

The responsibilities of the Audit Committee include overseeing, reviewing, and evaluating our financial statements, accounting and financial reporting processes, internal control functions and the audits of our financial statements.

The Audit Committee is also responsible for the appointment, compensation, retention, and as necessary, the termination of our independent auditors.

Compensation Committee

Our Compensation Committee is composed of Robert D’Agostino (Chairperson), Robert L.

Antin and Michael J.

The Board has affirmatively determined that each member of the Compensation Committee during 2024 was, and each current member is, independent as such term is defined under NASDAQ Marketplace Rule 5605(a)(2) and the applicable rules of the SEC.

During 2024, the Compensation Committee held four regularly scheduled meetings, and two additional meetings.

The Board has adopted a charter for the Compensation Committee (the “Compensation Committee Charter”), which is available for review on our website at http://ir.brileyfin.com/governance .

The Compensation Committee reviews and makes recommendations to the Board concerning the compensation and benefits of our executive officers, including the Co-Chief Executive Officers, and directors, oversees the administration of our stock incentive and employee benefits plans and reviews general policies relating to compensation and benefits.

ESG Committee

Our ESG Committee is composed of Mimi K.

Walters (Chairperson), Robert L.

Antin and Renée E.

The Board has affirmatively determined that each member of the ESG Committee during 2024 was, and each current member is, independent as such term is defined under NASDAQ Marketplace Rule 5605(a)(2).

The ESG Committee evaluates and recommends to the Board nominees for each election of directors.

During 2024, the ESG Committee held three regularly scheduled meetings.

The Board has adopted a charter for the ESG Committee (the “ESG Committee Charter”), and a copy of that charter is available for review on our website at http://ir.brileyfin.com/governance .

The responsibilities of the ESG

Committee include making recommendations to the Board with respect to the nominations or elections of directors and providing oversight of our corporate governance policies and practices.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person.

Based solely on our review of such forms furnished to us and written representations from our reporting persons, we believe that all filing requirements applicable to our executive officers, directors and more than 10% stockholders were met in a timely manner.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all our directors, officers, and employees.

The Code of Business Conduct and Ethics is available for review on our website at http://ir.brileyfin.com/governance , and is also available in print, without charge, to any stockholder who requests a copy by writing to us at B.

Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025, Attention:

Investor Relations.

Each of our directors, employees, and officers, including our Co-Chief Executive Officers, Chief Financial Officer, and Chief Accounting Officer, are required to comply with the Code of Business Conduct and Ethics.

There have not been any waivers of the Code of Business Conduct and Ethics relating to any of our executive officers or directors in the past year.

Corporate Governance Documents

Our corporate governance documents, including the Audit Committee Charter, Compensation Committee Charter, ESG Committee Charter and Code of Business Conduct and Ethics, are available, free of charge, on our website at https://ir.brileyfin.com/governance.

Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this Form 10-K.

We will also provide copies of these documents, free of charge, to any stockholder upon written request to B.

Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025, Attention:

Investor Relations.

Changes in Stockholder Nomination Procedures

There have been no material changes to the procedures by which stockholders may recommend individuals for consideration by the ESG Committee as potential nominees for director since such procedures were last described in our annual proxy statement filed with the SEC on May 10, 2024.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines and Bylaws, the Board may, but is not required to, select a Chairman of the Board on an annual basis.

In addition, the positions of Chairman of the Board and Co-Chief Executive Officer may be filled by one individual or two different individuals.

Bryant Riley, our Co-Chief Executive Officer, currently serves as Chairman of our Board.

The Board has determined that its current structure, with a combined Chairman and Co-Chief Executive Officer and independent directors as members of each Board committee, is in the best interests of our Company and our stockholders.

The Board believes that combining the Chairman and Co-Chief Executive Officer positions is currently the most effective leadership structure for our Company given Mr.

Riley’s in-depth knowledge of many of the businesses and industries in which we operate, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of certain of our customers.

In addition, as a member of our Board of Directors since 2009, Chairman of B.

Riley & Co., LLC since founding the stock brokerage firm in 1997 and Chief Executive Officer of B.

Riley & Co., LLC from 1997 to 2006, Mr.

Riley provides important continuity in the operation of our business and its oversight by our Board.

His knowledge and experience, as well as his role as our Co-Chief Executive Officer, position him to elevate the most critical business issues for consideration by our independent directors.

We believe that the independent nature of the Board committees, as well as the practice of our independent directors regularly meeting in executive session without members of the Board who are also members of management including Bryant Riley and Thomas Kelleher or other members of our management present, ensures that our Board maintains a level of independent oversight of management that we believe is appropriate for our Company.

We do not have a lead independent director;

however, pursuant to our Corporate Governance Guidelines, the non-management members of the Board may at any time decide to appoint a Presiding Director to provide leadership of executive sessions of the Board and consult with the Chairman with respect to matters to be brought before the Board, should it believe that such an appointment would be beneficial to the Company and its stockholders.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is or has been an officer or employee of the Company.

No member of our Compensation Committee or our Board is or has been in 2024 an executive officer of another entity at which one of our executive officers serves or has in 2024 served on either the board of directors or the Compensation Committee.

For information about related person transactions involving members of our Compensation Committee, see “Certain Relationships and Related Transactions.”

Board Role in Risk Management

The Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees.

These committees then provide reports to the full Board.

The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment, and management of critical risks and management’s risk mitigation strategies.

These areas of focus include strategic, operational, cybersecurity, financial and reporting, succession and compensation, and other risks.

The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below.

Each committee meets in executive session with key management personnel and representatives of outside advisors as required.

Board/Committee

Primary Areas of Risk Oversight

Full Board Risks and exposures associated with our business strategy and other current matters that may present material risk to our financial performance, operations, prospects, or reputation.

Audit Committee Overall risk management profile and policies with respect to risk assessment and risk management, cybersecurity, material pending legal proceedings involving the Company, other contingent liabilities, as well as other risks and exposures that may have a material impact on our financial statements.

Compensation Committee Risks and exposures associated with management succession planning and executive compensation programs and arrangements, including incentive plans.

ESG Committee

Risks and exposures associated with director succession planning, corporate governance, and overall board effectiveness.

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis provides information regarding our overall compensation philosophy and objectives and the elements of compensation paid to our named executive officers in 2024.

Our named executive officers for 2024, determined in accordance with SEC rules, are:

Riley, Chairman and Co-Chief Executive Officer

Kelleher, Co-Chief Executive Officer

Ahn, Chief Financial Officer and Chief Operating Officer (1)

• Kenneth Young, President (2)

• Andrew Moore, Chief Executive Officer of B.

Riley Securities, Inc.

Forman, Executive Vice President, General Counsel and Secretary

Ahn resigned effective as of June 3, 2025.

On June 3, 2025, Mr.

Scott Yessner joined the Company as Executive Vice President and Chief Financial Officer.

Young resigned effective as of September 20, 2024.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025 .

Executive Summary

2024 Compensation Philosophy

Our executive compensation program is designed (i) to provide incentives to our executive officers to manage and grow our businesses and (ii) to attract, retain, and motivate top quality, effective executives.

In addition to general senior management responsibilities, each of our named executive officers also has revenue production or management responsibilities within our operating subsidiaries.

In determining compensation for our named executive officers, the primary emphasis is on our consolidated financial performance, but each individual’s performance and/or business unit performance are considered.

The effective implementation of this program plays an integral role in our success.

The Compensation Committee of the Board (the “Compensation Committee”) has responsibility for overseeing our compensation philosophy.

The Compensation Committee has the primary authority to determine and recommend to the Board for final approval the compensation of our named executive officers.

Compensation Philosophy and Objectives

A substantial portion of each named executive officer’s total compensation is variable and delivered on a pay-for-performance basis.

We believe this model provides a key incentive to motivate management to achieve our business objectives.

The executive compensation program provides compensation opportunities contingent upon performance that we believe are competitive with practices of other similar financial services firms.

We strongly believe that the components of our compensation programs align the interests of our named executive officers with our stockholders and promote long-term stockholder value creation.

We link rewards to both corporate and individual performance, emphasizing long-term results and alignment with our stockholders’ interests.

We align compensation with business strategy and risk and provide a mix of performance and retentive-based compensation.

Long-term equity compensation is an integral part of our compensation program with awards of equity subject to vesting requirements, including continued employment.

Although we do not have formal equity ownership guidelines for our executive officers and other key leaders of our Company, we encourage our executives to maintain a meaningful ownership interest in our Company, in order to align their interests with those of our stockholders.

Our executives are eligible for the same benefit plans available to all of our employees, and we do not provide any executive perquisites, defined benefit plans, or other retirement benefits (other than the defined contribution plan available to employees generally).

Principles and Objectives of Our Compensation Program

The Compensation Committee has discretionary authority over the compensation of our named executive officers.

In developing a compensation program for our named executive officers, the Compensation Committee’s goal is to link compensation decisions to both corporate and individual performance, with a focus on rewarding the achievement of financial results, as well as rewarding the individual performance and accomplishments of our named executive officers in

light of their respective duties and responsibilities, the impact of their actions on our strategic initiatives, and their overall contribution to the culture, strategic direction, stability and performance of our Company.

Our Co-Chief Executive Officers recommend to the Compensation Committee the amount and form of compensation for each of our named executive officers other than themselves, and the amount and form of compensation for our Co-Chief Executive Officers are initially developed by the Chairman of the Compensation Committee with input from the committee’s independent compensation consultant, as necessary, and are then reviewed and approved by the Compensation Committee.

Our Compensation Committee retains the discretion to compensate and reward our named executive officers based on a variety of other factors, including subjective or qualitative factors.

Our compensation program for our named executive officers is designed to attract, retain, and motivate executives and professionals of the highest quality and effectiveness while aligning their interests with the long-term interests of our stockholders.

The following five “ Principles of Compensation ” summarize key categories that our Board, the Compensation Committee, and our management team believe are critical to recognize:

• Company Performance — All compensation decisions are made within the context of overall Company performance.

We evaluate Company performance primarily from a financial perspective, but also from a strategic perspective.

• Alignment — We believe that the interests of our employees and stockholders should be aligned.

Compensation directly reflects both the annual and longer-term performance of the business.

• Risk Management — Compensation practices and decisions are designed to neither encourage nor reward excessive or inappropriate risk taking.

• Employee Contribution — An individual’s compensation, evaluated within the context of overall Company results, is determined by the individual’s contribution to the business.

We consider both financial and non-financial factors.

In determining individual compensation, teamwork and unselfish behavior are recognized and appropriately rewarded.

• Quality and Retention of Staff — Total compensation levels are calibrated to the market such that we remain competitive for attracting, motivating, and retaining the very best people in light of our business strategy.

We seek to maximize the value of an executive’s compensation through both appropriate pay design and effective communication of pay programs.

Compensation is structured to encourage long-term service and loyalty.

The Compensation Committee seeks, through our compensation programs, to foster an entrepreneurial, results-focused culture that we believe is critical to the success of our Company and to the long-term growth of stockholder value.

In addition to appropriately rewarding individual performance, viewed in light of each named executive officer’s duties, responsibilities and function, the Compensation Committee also believes that it is critical to encourage commitment among the named executive officers to our overall corporate objectives and culture of partnership.

A key objective of our overall compensation program is for the named executive officers to have a significant portion of their compensation linked to building long-term value for our stockholders.

Role of Independent Compensation Consultant

In 2024, the Compensation Committee retained Mercer LLC, an independent consulting firm, to assist the Compensation Committee in fulfilling its duties in setting compensation for our Co-Chief Executive Officers and other named executive officers.

Mercer was engaged by and is reporting solely to the Compensation Committee, and the Compensation Committee has the sole authority to approve the terms of the engagement.

Mercer did not provide any services to the Company in Fiscal 2024 other than executive compensation consulting services provided to the Compensation Committee.

Before engaging Mercer, the Compensation Committee determined that Mercer is independent, after taking into account the factors set forth in Rule 10C-1 of the Exchange Act and NASDAQ Marketplace Rule 5605(d)(3).

Mercer identified a group of public peer companies to benchmark compensation for our Co-Chief Executive Officers and other named executive officers against peer company Chief Executive Officers and market survey data.

Mercer’s analysis considered:

(i) base salary;

(ii) annual incentive compensation;

(iii) total cash compensation;

(iv) long-term incentive compensation;

and (v) total direct compensation.

As part of its services, in 2023, Mercer compiled data regarding Chief Executive Officer and other named executive officer compensation from the following “peer” companies:

BGC Group, Inc., Canaccord Genuity Inc., Cowen Inc., Greenhill & Co.

Inc., Houlihan Lokey Inc., Lazard Ltd., Moelis & Company, Oppenheimer Holdings Inc., Perella Weinberg Partners, Piper Sandler Cos and PJT Partners Inc.

This peer group includes companies primarily consisting of investment banks and asset managers with revenues and market capitalizations most comparable to ours.

Though the Compensation Committee considered the level of compensation paid by the firms in the peer group as a reference point that

provides a framework for its decisions regarding compensation for the Co-Chief Executive Officers and other named executive officers, in order to maintain competitiveness and flexibility, the Compensation Committee did not target compensation at a particular level relative to the peer group.

Similarly, the Compensation Committee did not employ a formal benchmarking strategy or rely upon specific peer-derived targets.

This peer group market data is an important factor considered by the Compensation Committee when setting compensation, but it is only one of multiple factors considered by the Compensation Committee, and the amount paid to each named executive officer may be more or less than the composite market median based on individual performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Compensation Committee deems important.

Review of Stockholder Advisory Votes on Our Executive Compensation

Consistent with the preference of our stockholders, which was expressed at our 2019 annual meeting of stockholders held in Beverly Hills, CA, our stockholders currently have the opportunity to cast an advisory vote on our executive compensation once every three years.

At our 2022 annual meeting of stockholders, our executive compensation received a favorable advisory vote from 91.24% of the votes cast on the proposal at the meeting (which excludes abstentions and broker non-votes).

The Compensation Committee believes this approval affirmed stockholders’ support of our approach to executive compensation, and therefore the Compensation Committee did not significantly change our compensation policies, philosophy, structure, or levels in response to such advisory vote.

The Compensation Committee will continue to consider the outcome of stockholder advisory votes on our executive compensation when making compensation decisions for our named executive officers and in respect of our compensation programs generally.

Elements of 2024 Compensation

This section describes the various elements of our compensation program for our named executive officers in 2024, summarized in the table below, and the Compensation Committee’s rationale for including the items in our compensation program.

As detailed below, the primary elements of our compensation program during 2024 consisted of base salary, discretionary bonuses, or “at risk,” compensation opportunities, and long-term equity incentive compensation.

We also provided benefit programs that apply to all employees.

The elements of our executive compensation program are summarized as follows:

Element Description Function

Base Salary Fixed cash compensation

Provides basic compensation at a level

consistent with competitive practices;

reflects role, responsibilities, skills, experience, and performance;

encourages retention

Annual Incentive Plan Annual discretionary bonuses awarded based on individual contribution and Company performance;

payable in cash or stock at the discretion of the Compensation Committee

Motivates and rewards for achievement of annual Company financial and non-financial performance goals;

rewards excellent performance relative to the duties, responsibilities, and functions of an individual executive officer

Long-Term Equity Incentives Equity awards granted at the Compensation Committee’s discretion under the 2021

Riley Financial, Inc.

Stock Incentive Plan (the “2021 Plan”)

Motivates and rewards for financial performance over a sustained period;

strengthens mutuality of interests between executives and stockholders;

increases retention;

rewards creation of shareholder value

The purpose of base salary is to provide a set amount of cash compensation for each named executive officer that is not variable in nature and is generally competitive with market practices.

Consistent with our performance-based compensation philosophy, the base salary for each named executive officer is targeted to account for less than half of total direct compensation.

The Compensation Committee seeks to pay our named executive officers a competitive base salary in recognition of their job responsibilities for a publicly-held company by considering several factors, including competitive factors within our industry, past contributions and individual performance of each named executive officer, as well as retention.

In setting base salaries, the Compensation Committee is mindful of total compensation and the overall goal of keeping the amount of cash compensation that is provided in the form of base salary substantially lower than the amount of bonus opportunity that is available, assuming that performance targets are met or exceeded.

Base salaries for all of our named executive officers remained unchanged in 2024.

Riley Financial, Inc.

Annual Incentive Plan

The Compensation Committee believes performance-based cash compensation is important to focus B.

Riley’s executives on, and reward B.

Riley’s executives for, achieving key objectives.

In furtherance of this, in July 2021, the Compensation Committee approved an annual incentive compensation discretionary bonus plan for our named executive officers, which remained in place for Fiscal 2024.

The purpose of the B.

Riley discretionary bonus plan is to increase stockholder value and the success of B.

Riley by motivating key employees, including B.

Riley’s named executive officers, to perform to the best of their abilities and to achieve B.

Riley’s objectives.

No specific target levels of performance are set by the Compensation Committee to determine the annual incentive compensation of our named executive officers.

Instead, the Compensation Committee determines the amount of each named executive officer’s annual incentive compensation based on the Compensation Committee’s subjective assessment of the Company (and in some cases, of a particular business unit) and individual performance relative to the qualitative and quantitative performance indicators used by the Compensation Committee to evaluate performance.

Long-Term Equity Incentive Compensation

The Compensation Committee believes that a significant portion of our named executive officer compensation should be in the form of equity-based awards as a retention tool, and to align further the long-term interests of our named executive officers with those of our other stockholders.

In furtherance of that objective, the Compensation Committee makes annual grants of long-term, equity-based incentive compensation awards to our named executive officers.

The Compensation Committee understands that equity incentive compensation can promote high-risk behavior if the incentives it creates for short-term performance are not properly aligned with the interests of our Company over the long-term.

The Compensation Committee believes that the structure of our Company’s long-term equity incentive compensation appropriately mitigates the risk by directly aligning the recipients’ interests with those of our Company.

We use judgment and discretion rather than relying solely on formulaic results, and do not use highly leveraged incentives that drive risky short-term behavior.

Instead, we reward consistent and longer-term performance.

Our long-term equity incentive compensation rewards long-term performance on a per share basis.

In March 2024, the Compensation Committee granted time-based restricted stock units ("RSUs") under the 2021 Plan to our named executive officers as a component of their annual compensation for the fiscal year ended December 31, 2024, as further described below in the “Executive Compensation-2024 Summary Compensation Table” and “2024 Grants of Plan-Based Awards.” The RSUs vest ratably over a three-year period beginning on March 15, 2025, subject to the named executive officer’s continued employment with our Company.

The Compensation Committee believes that these awards appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and reward such executives.

Timing Mix and Level of Equity Compensation Awards

In determining the number and type of equity awards to grant in any fiscal year, the Compensation Committee considers a variety of factors, including the responsibilities and seniority of the named executive officer, the contribution that the named executive officer is expected to make to our Company in the coming years and has made in the past, and the size and terms of prior equity awards granted to the named executive officer.

Decisions regarding these equity awards are typically made at the Compensation Committee’s first fiscal quarter meeting at which executive compensation for the coming year is determined.

However, the Compensation Committee may also grant equity awards from time to time based on individual and corporate achievements and other factors it deems relevant, such as for retention purposes or to reflect changes in responsibilities or similar events or circumstances.

Change in Control and Post-Termination Severance Benefits

The employment agreements for each of our named executive officers provide them certain benefits if their employment is terminated under specified conditions.

The Compensation Committee believes these benefits are important elements of each named executive officer’s comprehensive compensation package, primarily for their retention value and their alignment of the interests of our named executive officers with those of our stockholders.

The details and amounts of these benefits are described in the Executive Compensation section under “Payment Due Upon Termination Without Cause, for Death or Disability, or Resignation for Good Reason.”

Anti-Hedging or Pledging Policy

Our insider trading policy prohibits any covered person, including directors, executive officers, and certain other employees, as well as certain immediate family members and entities over which such person exercises control, from entering into the following prohibited transactions with respect to Company securities, unless advance approval is obtained from the Company’s chief compliance officer:

• Short sales .

Covered persons may not sell the Company’s securities short;

• Options trading .

Covered persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;

• Trading on margin or pledging .

Covered persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan;

Covered persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.

Covered persons may not hypothecate or otherwise encumber shares of the Company’s common stock or other equity securities as collateral for indebtedness.

This prohibition includes, but is not limited to, holding shares in a margin account.

The Company also requires all directors, executive officers, and certain other persons to refrain from trading without first pre-clearing all transactions in the Company’s securities.

Practices Related to the Grant of Certain Equity Awards

The Company did not grant any stock options, stock appreciation rights or similar option-like instruments during Fiscal 2024.

Accordingly, in 2024 the Company did not have any specific policy or practice on the timing of the grant of such options or option-like instruments relative to the Company’s disclosure of material nonpublic information.

Insider Trading Arrangements and Policies

The Company has adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors and officers, our employees and other covered persons, as well as by the Company, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NASDAQ listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Employment Agreements

Amended and Restated Employment Agreements

The Company is party to employment agreements with each of the named executive officers, which agreements were amended and restated on April 11, 2023.

Ahn resigned from the Company, effective as of June 3, 2025, and Mr.

Young resigned from the Company, effective as of September 20, 2024, and each such named executive officer’s employment agreement is no longer in effect.

The material terms of the amended and restated employment agreements for each such executive are as follows:

• An initial term of two years with automatic one year renewals unless either party notified the other party of non-renewal at least 90 days prior to the end of the then-current term.

• An annual base salary, subject to review and adjustment on an annual basis, in the amounts of:

$700,000 per year for Mr.

Riley and Mr.

Kelleher, $450,000 per year for Mr.

Ahn, $550,000 per year for Mr.

Young, $550,000 per year for Mr.

Moore and $450,000 per year for Mr.

• Eligibility for annual performance bonuses based on individual performance and/or Company performance in an amount determined by the Company in its sole discretion, to be paid in cash less applicable withholdings no later than March 15 th of the following calendar year subject to the executive’s continued employment through the payment date.

• Eligibility for each fiscal year to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion.

Each such award will be subject to approval of the Compensation Committee and vest annually over a three-year period.

• Notwithstanding the terms of any existing agreement or plan, all outstanding unvested stock options, RSUs, stock appreciation rights and other unvested equity linked awards granted to such individual during the term of such individual’s employment agreement shall become fully vested upon a Change of Control (as defined in the 2021 Plan) and exercisable for the remainder of their full term.

• Participation in benefit plans for our executives, reimbursement for all reasonable and necessary out-of-pocket expenses incurred by such executive in the performance of such executive’s respective duties and vacation in accordance with our policies.

• A requirement for each party to give twenty (20) days prior written notice to terminate such individual’s employment.

• If such executive is terminated with Cause (as defined in the employment agreements) or resigns without Good Reason (as defined in the employment agreements), such individual receives such individual’s base salary and accrued unused leave through termination.

• If such executive is terminated without Cause, for death or for Disability (as defined in the employment agreements) or resigns for Good Reason, such executive receives, subject to the execution of a general release, a severance payment payable in one lump sum within 60 days of termination in an amount equal to the four (4) times such individual’s base salary for Mr.

Riley and Mr.

Kelleher, and two (2) times such individual’s base salary for Messrs.

Ahn, Young, Moore and Forman.

In such circumstances, such individual shall also be eligible for reimbursement for the monthly COBRA premium paid by such executive for himself (and his dependents, if applicable), for a period ending upon the earliest of the twelve (12) month anniversary of such termination and the date on which such executive becomes eligible to receive substantially similar coverage from another employer.

• Restrictive covenants, including non-competition and client non-solicitation covenants that apply while the executive is employed by the Company, an employee non-solicitation covenant that applies while the executive is employed by the Company and for one year thereafter and perpetual confidentiality and non-disparagement covenants.

Appointment of EVP and CFO - Employment & Stock Option Agreement

Scott Yessner was appointed to serve as Executive Vice President and Chief Financial Officer of the Company, effective June 3, 2025 (the “Commencement Date”).

The material terms of the employment agreement for Mr.

Yessner are as follows:

• An initial term of one year, which term shall automatically renew for additional one year term, unless either party notifies the other of non-renewal at least 90 days prior to the end the then-current term.

• An annual base salary, subject to review and adjustment on an annual basis, in the amount of $600,000 per year.

• A signing bonus equal to a total of one million dollars ($1,000,000), one quarter of which shall be paid within ten (10) days following each of (i) the date on which the Company files its Annual Report on Form 10-K for the year ending December 31, 2024 with the Securities & Exchange Commission (the “SEC”), (ii) the date on which the Company files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 with the SEC, (iii) the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and (iv) the date on which the Company timely files its Annual Report on Form 10-K for the year ending December 31, 2025.

The Executive shall also be paid additional bonuses each equal to one hundred thousand dollars ($100,000) (x) within ten days following the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, and (y) upon the Company realizing an aggregate expense reduction of at least $7,500,000 by no later than December 31, 2025.

Such bonus payments will be paid in cash by the Company in full, less applicable tax and other authorized withholdings.

• Eligibility to earn a discretionary annual performance bonus based upon his performance and/or the Company’s performance in an amount determined by the Company in its sole discretion;

provided however, that the target Annual Bonus shall be one million dollars ($1,000,000) and not less than six hundred thousand dollars ($600,000) nor more than one million two hundred thousand dollars ($1,200,000).

Any such annual performance bonus will be paid in cash by the Company in full, less applicable tax and other authorized withholdings, by no later than March 15 th of the calendar year following the calendar year in which the services were rendered, subject to continued employment through the payment date.

• Promptly following the Commencement Date, a grant of options to purchase a total of three hundred thousand (300,000) shares of common stock (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share.

The options will vest ratably over three years, subject to continued employment with the Company through each such date.

• Promptly following the Commencement Date, one hundred thousand (100,000) unregistered shares of Common Stock.

• Eligibility each fiscal year, beginning with fiscal year ending December 31, 2026, to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion.

Each such award will be subject to approval of the Compensation Committee and vest annually over a three-year period.

Yessner’s employment agreement shall become fully vested upon a Change of Control (as defined in the 2021 Plan) and exercisable for the remainder of their full term.

• A requirement for each party to give twenty (20) days prior written notice to terminate such individual’s employment.

Yessner is terminated with Cause (as defined in the employment agreement) or resigns without Good Reason (as defined in the employment agreement), he shall be paid his base salary and accrued unused leave, if any, owed through the termination date.

Yessner is terminated without Cause, for Death or for Disability (as defined in the employment agreement) or resigns for Good Reason, he shall receive, subject to the execution of a general release, a severance payment

payable in one lump sum within 60 days of termination in an amount equal to two times his base salary.

In such circumstances, he shall also be eligible for reimbursement for the monthly COBRA premium paid by such executive for himself (and his dependents, if applicable), for a period ending upon the earliest of the twelve (12) month anniversary of such termination and the date on which he becomes eligible to receive substantially similar coverage from another employer.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in Part III of this Annual Report on Form 10-K, with our management.

Based on this review and discussion, the Compensation Committee has recommended to our board of directors that the Compensation Discussion and Analysis be included herein.

Respectfully submitted,

THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Robert D’Agostino

The information called for by this item is hereby incorporated by reference from our definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025.

EXECUTIVE COMPENSATION

The tables below reflect the compensation of our named executive officers for the fiscal year ended December 31, 2024.

See “Compensation Discussion and Analysis” for an explanation of our compensation philosophy and program.

2024 Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to us by our named executive officers during fiscal 2024, 2023 and 2022.

Name and Principal Position Year Salary

Bonus (2) ($)

Stock Awards (3) ($)

Non-Equity Incentive Plan Compensation

All Other Compensation (7)

Riley 2024 700,000 — 1,081,780 — 386,843 2,168,623

Chairman and Co-Chief Executive Officer 2023 700,000 — 1,889,256 — 2,974,063 5,563,319

2022 700,000 — 2,118,490 — 548,758 3,367,248

Kelleher 2024 700,000 — 1,081,780 — 386,843 2,168,623

Co-Chief Executive Officer 2023 700,000 — 1,889,256 — 2,974,063 5,563,319

2022 700,000 2,800,000 2,118,490 — 548,758 6,167,248

Ahn 2024 450,000 — 540,890 — 203,321 1,194,211

Chief Financial Officer and Chief Operating Officer (4)

2023 450,000 675,000 944,609 — 1,485,871 3,555,480

2022 450,000 675,000 1,109,676 — 264,968 2,499,644

Kenneth Young 2024 423,077 — — — 962,634 1,385,711

President (5)

2023 550,000 — 708,456 — 2,420,493 3,678,949

2022 550,000 750,000 1,109,676 — 1,168,749 3,578,425

Andrew Moore 2024 550,000 950,000 579,520 — 198,146 2,277,666

Chief Executive Officer, B.

Riley Securities, Inc.

2023 550,000 1,100,000 944,609 — 1,663,877 4,258,486

2022 550,000 1,100,000 1,109,676 — 289,174 3,048,850

Forman 2024 450,000 675,000 309,082 — 46,370 1,480,452

Executive Vice President, General Counsel & Secretary 2023 450,000 675,000 283,398 — 611,714 2,020,112

2022 450,000 675,000 207,309 — 159,475 1,491,784

(1) The table above summarizes the total compensation earned by each of our named executive officers for the fiscal years ended December 31, 2024, 2023, and 2022.

Riley nor Mr.

Kelleher, each of whom were directors during all or a portion of the fiscal years ended December 31, 2024, 2023, and 2022, received any compensation for his services as a director.

(2) Bonus amounts in 2024, 2023, and 2022 were discretionary bonuses for named executive officers approved by the Compensation Committee.

(3) Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 of restricted stock units ("RSUs") and performance-based restricted stock units (“PRSUs”) granted during the applicable fiscal year.

The assumptions used in the calculations for these amounts are described in Note 20 of the Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

For a discussion of the material terms of outstanding RSUs, see the table below entitled “Outstanding Equity Awards at 2024 Fiscal Year-End.”

Ahn resigned effective as of June 3, 2025.

Young resigned effective as of September 20, 2024.

Young’s 2024 salary reflects amount actually paid during 2024 through his date of resignation.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

(7) The table below shows the components of the All Other Compensation column.

Name Dividend Rights Paid Upon 2024 Vesting of RSUs (1)

401k Plan Match (2)

Riley 381,668 5,175 — 386,843

Kelleher 381,668 5,175 — 386,843

Ahn 198,146 5,175 — 203,321

Kenneth Young 188,917 5,175 768,542 962,634

Andrew Moore 198,146 — — 198,146

Forman 41,195 5,175 — 46,370

(1) Reflects accrued dividend rights paid upon (i) March 15, 2024 vesting of RSUs originally granted on February 24, 2023 and (ii) May 31, 2024 vesting of RSUs originally granted on May 28, 2021 and May 24, 2022, in each case in accordance with award agreements, as approved by the Compensation Committee.

(2) Reflects the maximum 401(k) employer match for 2024 ($5,175), which was received by each of our NEOs who contributed to the 401(k) in 2024.

Our executive officers are eligible for the same 401(k) match program as is available to all employees.

(3) Reflects payments to Mr.

Young pursuant to a services agreement between one of our wholly owned subsidiaries and Mr.

Young for consulting services to B&W.

in the capacity of Chief Executive Officer of B&W, and fees for consulting services rendered to B.

Riley in 2024 following the cessation of his employment.

2024 Grants of Plan-Based Awards Table

The following table presents information concerning each grant made to our named executive officers in our fiscal year ended December 31, 2024, under any equity or non-equity incentive plan.

Name Grant Date All Other Stock Awards:

Number of Units of Stock (1)

Grant Date Fair Value (2)

Riley 3/4/2024 83,086 1,081,780

Kelleher 3/4/2024 83,086 1,081,780

3/4/2024 41,543 540,890

Kenneth Young (4)

Andrew Moore (5)

3/4/2024 44,510 579,520

Forman 3/4/2024 23,739 309,082

(1) On March 4, 2024, we granted our NEOs RSU awards as a component of their annual compensation for the fiscal year ended December 31, 2024.

The RSUs vested one-third on March 15, 2025, will vest one-third on March 15, 2026, and one-third on March 15, 2027, subject to continued employment with our Company through each vesting date.

Each RSU represents the right to receive one share of our common stock.

(2) Represents the grant date fair value, which has been computed in accordance with FASB ASC Topic 718.

Ahn resigned effective as of June 3, 2025.

Young resigned effective as of September 20, 2024.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

2024 Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning outstanding equity awards held by our named executive officers as of December 31, 2024.

Name Number of Units of Stock That Have Not Vested (1)

Market Value of Units of Stock That Have Not Vested (2)

129,932 596,388

65,300 299,727

Kenneth Young (6)

19,655 90,216

Andrew Moore (7)

68,267 313,346

30,034 137,856

(1) Represents awards of RSUs granted under the 2021 Plan.

(2) The market value of awards of RSUs that have not yet vested is based on the number of unvested RSUs as of December 31, 2024, multiplied by the closing sale price of our common shares on December 31, 2024 ($4.59 per share).

(3) Unvested RSUs held by Mr.

Riley at December 31, 2024, vest as follows:

Subject to continued employment with our Company, 44,109 RSUs vested in full on March 15, 2025, 44,101 RSUs will vest in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027.

Additionally, 14,030 RSUs vested in full on June 2, 2025.

(4) Unvested RSUs held by Mr.

Kelleher at December 31, 2024, vest as follows:

Subject to continued employment with our Company, 44,109 RSUs vested in full on March 15, 2025, 44,101 RSUs will vest in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027.

Additionally, 14,030 RSUs vested in full on June 2, 2025.

(5) Unvested RSUs held by Mr.

Ahn at December 31, 2024, vest as follows:

Subject to continued employment with our Company, 22,055 RSUs vested in full on March 15, 2025, 22,050 RSUs will vest in full on March 15, 2026 and 13,846 RSUs will vest in full on March 15, 2027.

Additionally, 7,349 RSUs vested in full on June 2, 2025.

Ahn resigned effective as of June 3, 2025.

Ahn’s unvested equity awards were forfeited upon such resignation.

(6) Unvested RSUs held by Mr.

Young at December 31, 2024 vest as follows:

Subject to continued employment with our Company, 6,153 RSUs vested in full on March 15, 2025 and 6,153 RSUs will vest in full on March 15, 2026.

Additionally, 7,349 RSUs vested in full on June 2, 2025.

Young resigned effective as of September 20, 2024.

Young’s RSUs will continue to vest following such resignation, subject to continued service to the Company in a consultant role.

(7) Unvested RSUs held by Mr.

Moore at December 31, 2024 vest as follows:

Subject to continued employment with our Company, 23,044 RSUs vested in full on March 15, 2025, 23,039 RSUs will vest in full on March 15, 2026 and 14,835 RSUs will vest in full on March 15, 2027.

Additionally, 7,349 RSUs vested in full on June 2, 2025.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

(8) Unvested RSUs held by Mr.

Forman at December 31, 2024 vest as follows:

Subject to continued employment with our Company, 10,376 RSUs vested in full on March 15, 2025, 10,373 RSUs will vest in full on March 15, 2026 and 7,912 RSUs will vest in full on March 15, 2027.

Additionally, 1,373 RSUs vested in full on June 2, 2025.

2024 Stock Vested

The following table provides information on the value realized by each of our named executive officers as a result of the vesting of RSUs during the fiscal year ended December 31, 2024.

Name Number of Shares Acquired on Vesting (1) (#)

Value Realized on Vesting

Riley 44,414 982,946

Kelleher 44,414 982,946

22,872 507,975

Kenneth Young (3)

20,821 471,960

Andrew Moore (4)

22,872 507,975

Forman 5,202 111,212

(1) RSUs of Messrs.

Riley, Kelleher, Ahn, Young, Moore and Forman vested on March 15, 2024 as follows:

16,409, 16,409, 8,204, 6,153, 8,204, and 2,462 respectively.

The closing price of our common stock on the prior trading date was $17.56 in accordance with the 2021 Plan definition of Fair Market Value (FMV).

RSUs of Messrs.

Riley, Kelleher, Ahn, Young, Moore and Forman vested on May 31, 2024 as follows:

28,005, 28,005, 14,668, 14,668, 14,668, and 2,740 respectively.

The closing price of our common stock on the prior trading date was $24.81.

Ahn resigned effective as of June 3, 2025.

Young resigned effective as of September 20, 2024.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

Potential Payments Upon Termination or Change in Control

Each of our named executive officers is party to an employment agreement with the Company, the material terms of which are discussed above under “Compensation Discussion and Analysis — Employment Agreements.” Each of the employment agreements provides for a severance payment equal to four (4) times such individual’s base salary for Mr.

Riley and Mr.

Kelleher, and two (2) times such individual’s base salary for Messrs.

Ahn, Young, Moore and Forman.

The employment agreements also provide for reimbursement of a portion of the executive’s COBRA premiums for up to twelve months following a qualifying termination.

Qualifying terminations include (i) termination without Cause by the Company, (ii) termination due to death or disability and (iii) resignation for Good Reason, as such terms are defined therein.

In addition, the employment agreements provide that all outstanding and unvested equity-based awards, including PRSUs, become fully vested upon a change of control.

The tables below provide information about the payments and other benefits to which each of our named executive officers would be entitled upon a certain terminations of employment or in the event of a change in control.

The tables below show, for each named executive officer, our estimates of potential cash payments and other benefits that would have been paid to the NEO assuming that (i) a qualifying termination or change in control was effected as of December 31, 2024, and (ii) the market value of RSUs that were unvested as of December 31, 2024 was $4.59 per share, which was the closing price of Company common stock on December 31, 2024.

The tables below also assume that all salary amounts earned by each NEO through the date of termination or change in control had already been paid.

As a result, all amounts in these tables are only estimates, and the actual amounts that would be paid can only be determined at the time of the event triggering the payments.

Payments Due Upon Termination Without Cause, for Death or Disability, or Resignation for Good Reason

Name Cash Payment (1)

Stock Awards (2)

Non-Equity Incentive Plan Compensation

All Other Compensation (3)

Riley 2,800,000 596,388 — 262,290 37,441 3,696,119

Kelleher 2,800,000 596,388 — 262,290 37,441 3,696,119

900,000 299,727 — 133,483 22,981 1,356,191

Kenneth Young (6)

Andrew Moore (7)

1,100,000 313,346 — 133,483 35,069 1,581,898

Forman 900,000 137,856 — 34,221 — 1,072,077

(1) In the event of involuntary termination without Cause, for death or disability, or resignation for Good Reason, in accordance with their employment agreements, Messrs.

Riley and Kelleher shall each receive a severance payment equal to 4x his base salary, and Messrs.

Ahn, Young, Moore and Forman shall each receive a severance payment equal to 2x his base salary.

(2) Upon termination without Cause or for death or disability or resignation for Good Reason, in accordance with award agreements, unvested time-based RSUs shall vest.

(3) Upon vesting of RSUs, accrued dividend rights, equivalent to dividends declared and paid per share of common stock from June 1, 2022 through December 31, 2024, are paid for RSUs awarded in 2022 and 2023 in accordance with award agreements.

(4) According to the terms of their employment agreements, executives shall be reimbursed the difference between the cost of health insurance coverage under COBRA and premiums paid by similarly situated employees for 12 months, or until the executive becomes eligible to receive substantially similar coverage from another employer.

Ahn resigned effective as of June 3, 2025 and did not receive any severance payments or benefits in connection with such resignation.

Young resigned effective as of September 20, 2024 and did not receive any severance payments or benefits in connection with such resignation.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

Payments Due Upon Termination With Cause or Resignation Without Good Reason (1)

Name Cash Payment

Non-Equity Incentive Plan Compensation (1)

All Other Compensation

Riley — — — — — —

Kelleher — — — — — —

Kenneth Young (3)

Andrew Moore (4)

Forman — — — — — —

(1) In the event an executive is terminated by the Company with Cause or resigns without Good Reason, the executive shall only be paid his base salary through the effective of termination.

Ahn resigned effective as of June 3, 2025 and did not receive any severance payments or benefits in connection with such resignation.

Young resigned effective as of September 20, 2024 and did not receive any severance payments or benefits in connection with such resignation.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

Payments Due Upon Change in Control

Name Cash Payment

Non-Equity Incentive Plan Compensation (1)

All Other Compensation (2)

Riley — 596,388 — 262,290 — 858,678

Kelleher — 596,388 — 262,290 — 858,678

— 299,727 — 133,483 — 433,210

Kenneth Young (4)

— 90,216 — 112,973 — 203,189

Andrew Moore (5)

— 313,346 — 133,483 — 446,829

Forman — 137,856 — 34,221 — 172,077

(1) In accordance with executive employment agreements and RSU award agreements, unvested RSUs will vest upon Change in Control.

(2) Upon vesting of RSUs upon a Change in Control, accrued dividend rights, equivalent to dividends declared and paid per share of common stock from June 1, 2022 through December 31, 2024, are paid for RSUs awarded in 2022 and 2023 in accordance with award agreements.

Ahn resigned effective as of June 3, 2025.

Young resigned effective as of September 20, 2024.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

Risks Related to Compensation Policies and Practices

The Compensation Committee has considered and regularly monitors whether our overall employee compensation program creates incentives for employees to take excessive or unreasonable risks that could materially harm our business.

Although risk-taking is a necessary part of building any business, the Compensation Committee focuses on aligning our compensation policies with the long-term interests of the Company and its stockholders and avoiding short-term rewards for management or other employee decisions that could pose long-term risks to the Company.

We believe that several features of our compensation policies for management-level employees appropriately mitigate these risks, including a mix of long- and short-term compensation incentives that we believe is properly weighted for a company of our size, in our industry and with our stage of growth, and the uniformity of compensation policies and objectives across our employees.

We also believe our internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing us to a harmful long-term business transaction in exchange for short-term compensation benefits.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of annual total compensation of Mr.

Riley and Mr.

Kelleher, our Co-CEOs, to that of our median employee.

Our median employee earned $89,019 in total compensation for 2024.

Based upon the total 2024 compensation reported for each of Mr.

Riley and Mr.

Kelleher of $2,168,622, as reported under each CEO’s “Total” in the Summary Compensation Table, our ratio of Co-CEO pay to median employee pay was 24:1.

Our median employee is employed in our B.

Riley Wealth Management subsidiary.

Calculation Methodology

To identify our median employee, we identified our total employee population worldwide as of December 31, 2024, excluding our Co-CEOs, in accordance with SEC rules.

On December 31, 2024, 81% of our employee population was located in the U.S., with 19% in non-U.S.

We collected full-year 2024 actual gross earnings data for the December 31, 2024 employee population, including cash-based compensation and equity-based compensation that was realized in 2024, relying on our internal payroll records.

Compensation was annualized on a straight-line basis for non-temporary new hire employees who did not work with our Company for the full calendar year.

Once we determined the median employee, we calculated total compensation for the median employee in the same manner in which we determine the compensation shown for our named executive officers in the Summary Compensation Table, in accordance with SEC rules.

Equity Compensation Plan Information

The 2021 Plan, and 2018 Employee Stock Purchase Plan (the “ESPP”)

Information about the 2021 Plan and the ESPP at December 31, 2024 was as follows:

Plan Category Number Shares to

be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

(excluding securities reflected

in column (a))

Equity compensation plans approved by our stockholders:

1,412,305 (1)

2,382,529 (3)

Total 1,412,305 (1)

2,382,529 (3)

(1) Includes unvested RSU awards granted under the 2021 Plan.

(2) RSU awards listed in column (a) have no associated exercise price.

(3) Includes 2,145,580 shares remaining available for future issuance under the 2021 Plan and 236,949 shares remaining available for issuance under our ESPP.

For more information on our equity compensation plans, see Notes 20 and 21 to the Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

DIRECTOR COMPENSATION

We use cash and equity-based compensation to attract and retain qualified candidates to serve on our Board.

In setting director compensation, we consider the significant amount of time that members of the Board expend in fulfilling their duties to us, the skill level required of such members and other relevant information.

The Compensation Committee and the Board have the primary responsibility for reviewing, considering any revisions to, and approving director compensation.

We do not pay our management directors for board service in addition to their regular employee compensation.

Since June 30, 2020, each of our non-employee directors has received annual fees of $75,000 in cash, payable in quarterly installments, and $75,000 in equity in the form of RSUs granted under the 2021 Plan.

In 2024, the Compensation Committee approved the granting of such RSUs promptly following the date on which they may be permissibly granted.

The RSUs are subject to vesting and will be treated as vested on June 21, 2025, subject to continued service on the Board through such vesting date.

In addition, for grants awarded from 2020 through 2023, each of our non-employee directors had the right to receive promptly following the vesting date an amount equal to the product of (i) the number of RSUs vested on such date, multiplied by (ii) the total dividends declared and paid per share of common stock since the date of award.

Such vesting is subject to full acceleration in the event of certain change in control transactions for us.

In addition to the foregoing, the chairpersons of the Audit Committee, the Compensation Committee and the ESG Committee receive annual fees of $15,000, $10,000 and $5,000, respectively, and each of our non-employee directors that is a member of the Audit Committee, Compensation Committee and ESG Committee receive annual fees of $5,000, $2,500 and $2,500, respectively.

On August 20, 2024, the Company established a Special Committee to review the take private proposal presented to the Board by Bryant Riley.

The Special Committee was comprised of Tammy Brandt, Renée E.

LaBran and Mimi K.

Walters, each of whom received an initial payment of $30,323 prorated for August/September, followed by a subsequent monthly fee of $15,000.

Effective March 3, 2025, the take private proposal was withdrawn by Mr.

Riley and shortly thereafter the Special Committee was disbanded.

From time to time, our non-employee directors may receive additional compensation through equity compensation or otherwise at the discretion of the disinterested directors of the Board for extraordinary service relating to their capacity as members of the Board.

2024 Director Compensation Table

The following table summarizes the total compensation that members of the Board (other than directors who are named executive officers) earned during the fiscal year ended December 31, 2024 for services rendered as members of the Board.

Fees Earned or Paid in Cash ($)

Stock Awards (2)

All Other Compensation (3)

80,000 — 4,993 84,993

135,323 — 4,993 140,316

Robert D’Agostino

90,000 — 4,993 94,993

LaBran 142,823 — 4,993 147,816

90,000 — 4,993 94,993

77,500 — 4,993 82,493

Walters 140,323 — 4,993 145,316

(1) Bryant R.

Riley, a member of the Board, our Chairman and Co-Chief Executive Officer, and Thomas J.

Kelleher, a member of the Board and our Co-Chief Executive Officer are not included in this table because as employees Messrs.

Riley and Kelleher received no additional compensation for services as directors for 2024.

The compensation received by Messrs.

Riley and Kelleher as our employees is shown in the summary compensation table provided above in “Executive Compensation-Summary Compensation Table.”

(2) Non-employee directors did not receive any stock awards in Fiscal 2024.

However, RSU awards were approved on August 6, 2024 by the Compensation Committee in the amount of 3,660 RSUs to Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E.

LaBran, Randall Paulson, Michael Sheldon, and Mimi Walters for such directors’ annual stock grant of $75,000 as a non-employee director and will be granted promptly following the date on which the RSUs may be permissibly granted under the 2021 Plan.

All awards will be treated as vested on June 21, 2025, subject to continued service on the Board through such vesting date.

As of December 31, 2024, D’Agostino, Antin, Brandt, LaBran, Paulson, Sheldon, and Walters have no equity awards outstanding.

(3) Reflects accrued dividend rights paid upon May 23, 2024 vesting of RSUs originally granted on May 23, 2023, in accordance with award agreements, as approved by the Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of the shares of our common stock as of September 18, 2025 , by (i) each person we know to be the beneficial owner of 5% or more of the outstanding shares of our common stock (ii) each named executive officer listed in the Summary Compensation Table;

(iii) each of our directors;

and (iv) all of our executive officers and directors as a group.

Shares Beneficially Owned (2)

Name or Group of Beneficial Owners (1)

Number Percent

Directors and Named Executive Officers:

6,914,063 22.6 %

973,409 3.2 %

Scott Yessner (6)

Kenneth Young (7)

Andrew Moore (8)

Forman 123,283 *

295,495 1.0 %

Tammy Brandt 6,195 *

Robert D’Agostino 160,570 *

LaBran 6,734 *

Paulson 318,979 1.0 %

Sheldon 56,677 *

Walters 10,262 *

Executive officers and directors as a group (15 persons):

9,787,202 32.0 %

(1) Unless otherwise indicated, the business address of each holder is c/o B.

Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025.

(2) Applicable percentage ownership is based on 30,597,066 shares of our common stock outstanding as of September 18, 2025.

Beneficial ownership is determined in accordance with the rules of the SEC and is based on voting and investment power with respect to shares, subject to the applicable community property laws.

Shares of our common stock subject to options or other contractual rights currently exercisable, or exercisable within 60 days after September 18, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person.

(3) Represents 6,714,994 of our common shares beneficially owned by Mr.

Riley directly or jointly with his wife;

70,151 of our common shares beneficially owned by Mr.

Riley in custodial accounts for his children;

and 128,918 of our common shares held of record by the B.

Riley and Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley, which we refer to as the Riley profit sharing plan.

Riley pledged as collateral 4,389,553 shares in favor of Axos Bank, as approved by our Board of Directors on February 27, 2019, and pursuant to the terms of a Credit Agreement and Pledge Agreement each dated as of March 19, 2019.

As disclosed on Form 8K and Schedule 13D amendment filed on October 30, 2024, in 2023 Mr.

Riley pledged an additional 1,414,571 shares for a total of 5,804,124 shares pledged.

The business address of each of Mr.

Riley, and the Riley profit-sharing plan is 11100 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025.

(4) Represents 21,188 of our common shares beneficially owned by Mr.

Kelleher, 902,288 of our common shares held of record by Mr.

Kelleher and M.

Meighan Kelleher as trustees for the Kelleher Family Trust, 34,118 of our common shares held by Mr.

Kelleher’s self-directed IRA, Thomas John Kelleher IRA, 5,600 of our common shares held with dispositive power for Mary Meighan Kelleher IRA, 3,405 of our common shares held with dispositive power for Lyndsey Kelleher, 3,405 of our common shares held with dispositive power for Kaitlin Kelleher and 3,405 of our common shares held with dispositive power for Mackenna Kelleher.

Ahn resigned effective as of June 3, 2025.

Yessner joined the Company on June 3, 2025 as Executive Vice President and Chief Financial Officer.

Young resigned effective as of September 20, 2024.

Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B.

Riley Securities, Inc.

effective as of September 18, 2025.

(9) Represents 80,495 of our common shares beneficially owned by Mr.

Antin, 200,000 shares held of record by Robert L.

Antin and Patti Antin as Trustees for the Robert and Patti Antin Living Trust, and 15,000 shares held of record by The Bob and Patti Antin Family Foundation over which Mr.

Antin has voting and dispositive power.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as described below, since the beginning of fiscal year 2024, there were no transactions with respect to which we were a participant or currently proposed transactions with respect to which we are to be a participant in which the amount involved exceeds $120,000 and in which any director, executive officer or beneficial holder of more than 5% of any class of our voting securities or member of such person’s immediate family had or will have a direct or indirect material interest.

The Company is party to an investment advisory services agreement with Whitehawk Capital Partners, L.P.

(“Whitehawk”), a limited partnership controlled by John Ahn, who is the brother of Phil Ahn, the Company’s former Chief Financial Officer, and Chief Operating Officer.

Ahn resigned effective as of June 3 , 2025.

Pursuant to this agreement, Whitehawk provided investment advisory services for GACP I, L.P.

and GACP II, L.P., limited partnership vehicles which were subsidiaries of the Company.

On February 1, 2024, one of the Company’s loans receivable with a principal amount of $4,521,000 was sold to a fund managed by Whitehawk for $4,584,000.

During the year ended December 31, 2024, management fees paid for investment advisory services by Whitehawk were $2,272,000.

and GACP II, L.P., were wound down in June 2024 and December 2024, respectively.

C harlie Riley

Charlie Riley is the son of Bryant Riley, the Company’s Chairman and Co-Chief Executive Officer, and is employed by the Company’s subsidiary, B.

Riley Principal Investments, LLC as an associate.

For 2024, the Company paid Charlie Riley total compensation of $246,129 consisting of salary, bonus, and an award of restricted stock units of 1,460 of our common shares, with a grant date fair value of $24,995, calculated in accordance with FASB ASC 718, that vests ratably over three years beginning on March 15, 2025, subject to continued employment.

Babcock & Wilcox

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 $750,000 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.

In March 2022, a $1,000,000 performance fee was approved in accordance with the Executive Consulting Agreement.

On September 20, 2024, Kenny Young resigned from his position as the President of the Company, the Executive Consulting Agreement with B&W was terminated, and concurrently, entered into a one-year consulting agreement (“the Agreement”) to provide services to the Company, pursuant to which he will be paid an annual fee of $250,000 paid on a monthly basis, subject to deduction of damages, fees and expenses that he owes the Company pursuant to this agreement.

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 principal amount of credit extensions and unreimbursed letter of credit obligations under the B&W Axos Credit Agreement shall not at any time exceed $150,000,000 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.

During the year ended December 31, 2024, and year-to-date 2025, the Company earned $3,850,000 and $1,500,000 respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities.

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.

We owned a minority equity interest (purchased on March 2, 2021 for $2,400,000) in Dash Medical Holdings, LLC (“Dash”).

On June 13, 2024, the Company sold its equity interest in Dash for $2,760,000.

This transaction was reviewed and approved by the Audit Committee of B.

Riley with Mr.

Paulson excluded.

Paulson is a member of the board of directors of Dash and is a Co-Managing member with his partner.

Robert D’Agostino

In September 2023, Q-Mation, Inc.

(“Q-Mation”) engaged B.

Riley Securities, Inc.

to act as exclusive financial advisor in connection with a possible sale or recapitalization transaction.

In December 2024, B.

Riley Securities, Inc.

earned an advisory fee of $2,650,000 for services in connection with the sale of Q-mation.

D’Agostino serves as president of Q-Mation.

Procedures for Approval of Related Party Transactions

Under its charter, the Audit Committee is charged with reviewing all potential related party transactions.

Our policy has been that the Audit Committee, which is comprised solely of independent directors, reviews and then recommends such related party transactions to the entire Board for further review and approval.

All such related party transactions are then required to be reported under applicable SEC rules.

Pursuant to our Code of Business Conduct and Ethics, our Audit Committee must review and approve in advance all material related party transactions or business or professional relationships.

The Code of Business Conduct and Ethics also requires that any dealings with a related party must be conducted in such a way as to avoid preferential treatment and assure that the terms obtained by the Company are no less favorable than could be obtained from unrelated parties on an arm’s-length basis.

Aside from this policy and our Code of Business Conduct and Ethics, we have not adopted additional procedures for review of, or standards for approval of, related party transactions, but instead review such transactions on a case-by-case basis.

Director Independence

Our Board has unanimously determined that seven of our directors — Robert Antin, Tammy Brandt, Robert D’Agostino, Renée E.

LaBran, Randall Paulson, Michael Sheldon, and Mimi Walters, a majority of the Board — are “independent” directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2).

In addition, based upon such standards, the Board determined that Bryant Riley and Thomas Kelleher are not “independent” because of their service as employees of the Company.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and All Other Fees

The following table sets forth the aggregate fees for services provided to us by Marcum for the fiscal years ended December 31, 2024 and 2023:

Fiscal 2024 Fiscal 2023

Audit Fees (1)

$ 10,501,500 $ 8,678,220

Audit-Related Fees (2)

All Other Fee — —

TOTAL $ 11,779,900 $ 8,678,220

(1) Audit Fees consist of audit and various attest services performed by Marcum and include the following for the years ended December 31, 2024 and 2023:

(a) reviews of our financial statements for the quarterly periods ended March 31, June 30, and September 30, and (b) the audit of our financial statements for the year ended December 31.

(2) Audit-Related fees in connection with SEC investigation.

Audit Committee Pre-Approval Policy

As a matter of policy, all audit and non-audit services provided by our independent registered public accounting firm are approved in advance by the Audit Committee, which considers whether the provision of non-audit services is compatible with maintaining such firm’s independence.

All services provided by Marcum during fiscal years 2024 and 2023 were pre-approved by the Audit Committee.

The Audit Committee has considered the role of Marcum in providing services to us for the fiscal year ended December 31, 2024 and has concluded that such services are compatible with their independence as our auditors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Financial Statement Schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included in the consolidated financial statements or the notes thereto.

The financial statements of Babcock & Wilcox required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K.

Exhibits Required by Item 601 of Regulation S-K.

2 unchanged sentences

(c) Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons.

Babcock & Wilcox was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2022.

As such, Babcock & Wilcox’s financial statements for its fiscal years ended December 31, 2024, 2023, and 2022 are provided as Exhibit 99.1 to this Form 10-K incorporation by reference to Item 8 and the Financial Statement Schedule – Schedule II - Valuation and Qualifying Accounts included in Item 15 of Babcock & Wilcox Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 31, 2025.

1 unchanged sentence

Description Form Exhibit Filing Date

2.1§ Equity Purchase Agreement, by and among B.

Riley Advisory Holdings, LLC, B.

Riley Advisory US, Inc., B.

Riley Financial, Inc., Gallop U.S.

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

8-K 2.1 7/3/2025

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

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

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

2.3§ Transfer and Contribution Agreement, dated as of October 25, 2024, between B.

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

8-K 2.1 10/31/2024

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

8-K 2.2 10/31/2024

2.5§ Equity Purchase Agreement, dated as of October 13, 2024, relating to Great American Holdings, LLC

8-K 2.1 11/21/2024

3.1 Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015

10-Q 3.1 8/3/2018

Incorporated by Reference

Description Form Exhibit Filing Date

3.2 Amended and Restated Certificate of Incorporation, as amended, dated as of January 1, 2026

8-K 3.1 1/2/2026

3.3 Amended and Restated Bylaws, dated as of November 6, 2014

10-Q 3.6 11/6/2014

3.3 Amendment to Amended and Restated Bylaws of B.

Riley Financial, Inc., dated as of April 3, 2019

3.4 Amendment to Amended and Restated Bylaws of Registrant, dated as of April 3, 2019

8-K 3.1 4/9/2019

3.4 Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B.

Riley Financial, Inc.

3.5 Amendment to Amended and Restated Bylaws, dated as of January 1, 2026

8-K 3.2 1/2/2026

3.5 Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B.

Riley Financial, Inc.

3.6 Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of Registrant

8-K 3.1 10/7/2019

3.6 State of Delaware, B Riley Financial, Series A Certificate of Correction

3.7 Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of Registrant

8-K 3.1 9/4/2020

3.8 State of Delaware, Registrant, Series A Certificate of Correction to Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock

10-Q 3.1 2/21/2025

3.7 State of Delaware, B Riley Financial, Series B Certificate of Correction

3.9 State of Delaware, Registrant, Series B Certificate of Correction to Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock

10-Q 3.2 2/21/2025

5 unchanged sentences

8-K 4.1 5/7/2019

4.4 Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (NASDAQ:

4.3 Second Supplemental Indenture, dated as of September 23, 2019, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (NASDAQ:

8-K 4.3 9/23/2019

2 unchanged sentences

8-K 4.3 9/23/2019

4.6 Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

4.5 Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

8-K 4.5 1/25/2021

2 unchanged sentences

8-K 4.5 1/25/2021

4.8 Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

Incorporated by Reference

Description Form Exhibit Filing Date

4.7 Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

8-K 4.6 3/29/2021

2 unchanged sentences

8-K 4.6 3/29/2021

4.10 Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

4.9 Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

8-K 4.7 8/6/2021

2 unchanged sentences

8-K 4.7 8/6/2021

4.12 Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

4.11 Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ:

8-K 4.8 12/3/2021

2 unchanged sentences

8-K 4.8 12/3/2021

4.14 Deposit Agreement, dated October 7, 2019, among B.

Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B.

Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock (NASDAQ:

4.13 Eighth Supplemental Indenture, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of January 1, 2026

8-K 3.3 1/2/2026

4.15 Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B.

Riley Financial, Inc.

4.14§ Indenture, by and among Registrant and GLAS Trust Company LLC, as trustee and collateral agent, governing the issuance by Registrant.

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

10.1 4/1/2025

4.15§ Form of 8.00% Senior Secured Second Lien Note due 2028

10.2 4/1/2025

4.16 Supplemental Indenture No.

2 by and among the Registrant and GLAS Trust Company LLC, dated as of August 4, 2025

10-Q 10.7 1/14/2026

4.17 Deposit Agreement, dated October 7, 2019, among the Registrant, Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to Registrant’s 6.875% Series A Cumulative Perpetual Preferred Stock (NASDAQ:

8-K 4.1 10/7/2019

4.18 Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (NASDAQ:

8-K 4.2 10/7/2019

4.19 Deposit Agreement, dated September 4, 2020, among the Registrant, Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to Registrant’s 7.375% Series B Cumulative Perpetual Preferred Stock (NASDAQ:

8-K 4.1 9/4/2020

Incorporated by Reference

Description Form Exhibit Filing Date

4.20 Form of Depositary Receipt (NASDAQ:

1 unchanged sentence

8-K 4.1 10/7/2019

4.17 Deposit Agreement, dated September 4, 2020, among B.

Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B.

Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock (NASDAQ:

8-K 4.1 9/4/2020

4.21 Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B.

1 unchanged sentence

8-K 4.2 9/4/2020

4.19 Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1)

4.22 Form of Depositary Receipt (NASDAQ:

RILYL) (included as Exhibit A to Exhibit 4.1)

8-K 4.1 9/4/2020

7 unchanged sentences

10-Q 10.4 11/1/2019

Riley Financial, Inc.

Management Bonus Plan

2 unchanged sentences

8-K 10.1 7/31/2018

10.7# 2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission

8-K 10.01 6/3/2021

10.8# Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the 2021 Stock Incentive Plan

10-K 10.34 4/24/2024

10.9# PRSU Grant Agreement

10-K 10.46 2/28/2022

Riley Securities Holdings, Inc.

Stock Incentive Plan

S-1 10.10 2/10/2026

Riley Securities Holdings, Inc.

Stock Incentive Plan Form for Restricted Stock Award Agreement for Senior Executives

S-1 10.11 2/10/2026

10.12 BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 19, 2018

4 unchanged sentences

8-K 10.1 1/6/2021

Incorporated by Reference

Description Form Exhibit Filing Date

10.15 Third Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 16, 2021

18 unchanged sentences

10.24 Twelfth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of November 18, 2024

10-K 10.19 9/19/2025

10.25 Thirteenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 18, 2024

10-K 10.20 9/19/2025

10.26 Security and Pledge Agreement, dated as of December 19, 2018

3 unchanged sentences

8-K 10.3 12/27/2018

10.23 Unconditional Guaranty by the registrant, dated as of December 19, 2018

8-K 10.3 12/27/2018

Riley Financial, Inc.

2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission

8-K 10.01 6/3/2021

10.25 Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B.

Riley Financial, Inc.

2021 Stock Incentive Plan

10-K 10.34 4/24/2024

10.28 Form of Director and Officer Indemnification Agreement

8-K 10.3 12/22/2021

PRSU Grant Agreement

10-K 10.46 2/25/2022

Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Bryant R.

Amended and Restated Employment Agreement, by and among the Registrant, solely for the purposes of Section 3.2 B.

Riley Securities, and Bryant R.

Riley dated as of November 8, 2025

8-K 10.1 11/14/2025

1 unchanged sentence

8-K 10.2 4/14/2023

Incorporated by Reference

Description Form Exhibit Filing Date

Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the Registrant and Phillip J.

2 unchanged sentences

8-K 10.4 4/14/2023

Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Andrew Moore

Amendment No.

1, dated as of January 15, 2026, to Amended and Restated Employment Agreement, by and between the Registrant and Alan N.

8-K 10.2 1/20/2026

Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Kenneth M.

10.34# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the Registrant and Andrew Moore

8-K 10.5 4/14/2023

1 unchanged sentence

10-Q 10.20 2/21/2025

Employment Agreement between the Registrant and Scott Yessner, dated as of May 19, 2025

8-K 10.1 5/22/2025

10.37# Nonstatutory Stock Option Agreement between the Registrant and Scott Yessner, dated as of May 19, 2025

8-K 10.2 5/22/2025

10.38 Guaranty, dated as of January 18, 2024, among B.

2 unchanged sentences

8-K 10.1 1/22/2024

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

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

8-K 2.1 10/31/2024

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

8-K 2.2 10/31/2024

Equity Purchase Agreement, dated as of October 13, 2024, relating to Great American Holdings, LLC.

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

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

10-Q 10.8 12/15/2025

Tenth Amendment to Credit Agreement and Amendment to Security Agreement by and among Babcock & Wilcox Enterprises, Inc., the other entities listed in Schedule I thereto, the Registrant, the Lenders party thereto, and Axos Bank, dated as of February 25, 2026

8-K 10.1 3/3/2026

Great American Holdings LLC Second Amended and Restated Agreement , dated as of November 15, 2024

10-K 10.39 9/19/2025

Credit Agreement among Lingo Management, LLC and Banc of California Credit Agreement, dated as of August 16, 2022

10-K 10.40 9/19/2025

First Amendment to Lingo Management, LLC and Banc of California Credit Agreement and Joinder, dated as of September 9, 2022

10-K 10.41 9/19/2025

10.44§ Second Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 10, 2022

10-K 10.42 9/19/2025

10.45 Third Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 2, 2023

10-K 10.43 9/19/2025

Incorporated by Reference

Description Form Exhibit Filing Date

10.46 Fourth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 6, 2023

10-K 10.44 9/19/2025

10.47 Fifth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of February 14 , 2024

10-K 10.45 9/19/2025

10.48 Sixth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 15, 2024

10-K 10.46 9/19/2025

10.49 Seventh Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of April 9, 2024

9 unchanged sentences

10.54 Twelfth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 18, 2024

10-K 10.52 9/19/2025

10.55 Thirteenth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of December 18, 2024

Riley - Code of Business Conduct and Ethics

10-K 10.53 9/19/2025

Riley - Insider Trading Policy

Credit Agreement, among B.

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

8-K 10.1 3/4/2025

Amendment No.

1 to Credit Agreement, among B.

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

10-Q 10.3 11/18/2025

10.58§ Amendment No.

2 to Credit Agreement among B.

Riley Financial, Inc., BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of July 8, 2025

10.1 1/14/2026

10.59 Amendment No.

3 to Credit Agreement among B.

Riley Financial, Inc., BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of October 8, 2025

10.1 10/14/2025

10.60 Amendment No.

4 to Credit Agreement among Registrant, BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of January 14, 2026

10.1 1/20/2026

Incorporated by Reference

Description Form Exhibit Filing Date

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

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

10.2 3/4/2025

10.62§ Registration Rights Agreement among B.

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

10.3 3/4/2025

10.63* Amendment No.

1 to Registration Rights Agreement among B.

Riley Financial, Inc., and RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, OPPS XII Broker E Holdings, L.P., and OCM SSF II

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

10.3 4/1/2025

10.65§ Registration Rights Agreement, by and between B.

Riley Financial, Inc.

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

10.4 4/1/2025

10.66* Amendment No.

1 to Registration Rights Agreement, by and between B.

Riley Financial, Inc.

and Holbrook Income Fund, dated as of August 25, 2025

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

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

8-K 10.1 5/28/2025

Registration Rights Agreement by and between B.

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

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

8-K 10.2 5/28/2025

Form of Warrant, for warrants issued to VR Global Partners, L.P., dated as of June 30, 2025

10-Q 10.18 12/15/2025

10.70§ Registration Rights Agreement by and between B.

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

dated as of June 30, 2025

10-Q 10.19 12/15/2025

10.71* Amendment No.

1 to Registration Rights Agreement by and between B.

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

dated as of September 9, 2025

10.72§‡ Form of Warrant, for warrants issued to Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company (collectively “AFG”), dated as of April 7, 2025

10-Q 10.20 12/15/2025

Incorporated by Reference

Description Form Exhibit Filing Date

10.73§ Registration Rights Agreement by and between B.

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

10-Q 10.21 12/15/2025

10.74§† Form of Warrant, for warrants issued to Whitebox Multi-Strategy Partners, LP and Whitebox GT Fund, LP, dated as of July 11, 2025

10-Q 10.2 1/14/2026

Registration Rights Agreement by and between B.

Riley Financial, Inc.

, Whitebox Multi-Strategy Partners, LP and Whitebox GT Fund, LP, dated as of July 11, 2025

10-Q 10.3 1/14/2026

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

10-Q 10.1 11/18/2025

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

10-Q 10.6 12/15/2025

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

10-Q 10.7 12/15/2025

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.9 12/15/2025

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.10 12/15/2025

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.11 12/15/2025

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.12 12/15/2025

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.13 12/15/2025

Incorporated by Reference

Description Form Exhibit Filing Date

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.14 12/15/2025

Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.4 1/14/2026

10.86§ Amendment No.

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

the other Borrowers that are party thereto;

other loan parties that are party thereto;

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

10-Q 10.5 1/14/2026

10.87 Keepwell Agreement by and among B.

Riley Financial, Inc., B.

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

10-Q 10.15 12/15/2025

10.88 Amendment No.

1 to Keepwell Agreement by and among B.

Riley Financial, Inc., B.

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

10-Q 10.16 12/15/2025

10.89 Amendment No.

2 to Keepwell Agreement by and among B.

Riley Financial, Inc., B.

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

10-Q 10.17 12/15/2025

10.90 Amendment No.

3 to Keepwell Agreement by and among B.

Riley Financial, Inc., B.

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

10-Q 10.6 1/14/2026

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

10.1 8/26/2025

14.1 Code of Business Conduct and Ethics

8-K 14.1 5/30/2023

Insider Trading Policy

21.1* Subsidiary List

23.1* Consent of BDO USA, P.C.

23.2* Consent of Marcum LLP

Incorporated by Reference

Description Form Exhibit Filing Date

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

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Riley - Clawback Policy

10-K 97.10 4/24/2024

Babcock & Wilcox Financial Statements

97.1# Clawback Policy

10-K 97.1 4/24/2024

9 unchanged sentences

** Furnished herewith.

*** Audited consolidated financial statements of Babcock & Wilcox Enterprises, Inc.

as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to the Annual Report on Form 10-K filed by Babcock & Wilcox Enterprises, Inc.

for the year ended December 31, 2024).

# Management contract or compensatory plan or arrangement.

1 unchanged sentence

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

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

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

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

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Riley Financial, Inc.

September 19, 2025

BRC Group Holdings, Inc.

March 31, 2026

/s/ SCOTT YESSNER

3 unchanged sentences

/s/ BRYANT R.

RILEY Co-Chief Executive Officer Chairman of the Board September 19, 2025

RILEY Co-Chief Executive Officer Chairman of the Board

March 31, 2026

Riley) (Principal Executive Officer)

/s/ THOMAS J.

KELLEHER Co-Chief Executive Officer Director September 19, 2025

KELLEHER Co-Chief Executive Officer Director

March 31, 2026

/s/ SCOTT YESSNER

Executive Vice President Chief Financial Officer

September 19, 2025

(Scott Yessner)

(Principal Financial Officer)

Executive Vice President Chief Financial Officer March 31, 2026

(Scott Yessner) (Principal Financial Officer)

/s/ HOWARD E.

WEITZMAN Chief Accounting Officer (Principal Accounting Officer) September 19, 2025

WEITZMAN Chief Accounting Officer (Principal Accounting Officer) March 31, 2026

/s/ ROBERT L.

ANTIN Director September 19, 2025

/s/ ROBERT D’AGOSTINO Director September 19, 2025

ANTIN Director March 31, 2026

/s/ ROBERT D’AGOSTINO Director March 31, 2026

(Robert D’Agostino)

/s/ TAMMY BRANDT Director September 19, 2025

/s/ TAMMY BRANDT Director March 31, 2026

(Tammy Brandt)

LABRAN Director September 19, 2025

LABRAN Director March 31, 2026

/s/ RANDALL E.

PAULSON Director September 19, 2025

/s/ MICHAEL J.

SHELDON Director September 19, 2025

WALTERS Director September 19, 2025

RILEY FINANCIAL, INC.

PAULSON Director March 31, 2026

WALTERS Director March 31, 2026

BRC GROUP HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID Numbers 243 and 688 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Equity (Deficit)

2 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Riley Financial, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of B.

Riley Financial, Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss , equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2024, based on the criteria established Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 19, 2025 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

BRC Group Holdings, Inc.

Los Angeles, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of BRC Group Holdings, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), equity (deficit), and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 31, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Level 3 Investments

Description of the Matter

As discussed in Note 2(v) of the financial statements, the Company estimates the fair value of level 3 investments, which includes equity securities and loans receivable, at fair value.

At December 31, 2024, the Company reported equity securities and loans receivable, at fair value of approximately $40.5 million and $90.1 million, respectively.

Management uses judgment to determine the significant assumptions used in valuation models to record level 3 investments at their fair value using level 3 inputs.

These level 3 inputs are unobservable, supported by little or no market activity, and are significant to the fair value of level 3 investments.

Evaluating management’s significant assumptions to determine the fair value of level 3 investments was complex and required judgment, particularly when evaluating level 3

inputs such as discount rates, projected earnings before interest income, interest expense, income taxes, and depreciation and amortization (“EBITDA”), multiples of EBITDA, multiples of sales, market price of related securities, market interest rates and expected annualized volatility rates.

These significant assumptions are affected by expectations about future economic and industry factors as well as estimates of the investee’s future growth.

The principal considerations for our determination that performing procedures relating to the valuation of certain level 3 investments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain level 3 investments, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the aforementioned significant unobservable level 3 inputs used in the valuation of level 3 investments, and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge.

How We Addressed the Matter in Our Audit

Our audit procedures related to the valuation of level 3 investments to address this critical audit matter included the following:

• Obtained an understanding of the control environment related to the Company’s process to determine the reasonableness of significant assumptions used in valuation models to record level 3 investments at their fair value and evaluated the design effectiveness of the relevant controls.

• Tested the completeness, accuracy and reliability of level 3 inputs used by management in valuation models.

• Tested the mathematical accuracy of the valuation models used to determine the fair values of level 3 investments.

• With the assistance of firm employed valuation specialists, evaluated the reasonableness of valuation models and significant assumptions and tested level 3 inputs for reasonableness.

Goodwill Impairment Assessment- Capital Markets

Description of the Matter

As discussed in Note 2(u) and Note 10 of the financial statements, the Company annually assesses goodwill for impairment or more frequently if events and circumstances indicate that the estimated fair value may no longer exceed its carrying value.

Such factors considered in the Company’s assessment include, but are not limited to, financial performance, macroeconomic conditions, as well as industry and market considerations.

When a quantitative impairment test is performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss.

In performing the quantitative impairment test of goodwill for the Capital Markets reporting unit, the Company used a combination of the income and market approaches to estimate the fair value of the Capital Market reporting unit’s fair value.

Under the income approach, the Company calculates the fair value of the reporting unit based on discounted estimated future cash flows.

Under the market approach, the Company estimates the fair value of the reporting unit based upon a multiple from a selection of comparable publicly traded companies applied to the unit’s earnings before taxes.

The principal considerations for our determination that performing procedures relating to goodwill in the Capital Markets reporting unit is a critical audit matter are (i) the significant judgment by management when evaluating indicators of impairment;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions and (iii) the audit effort involved the use of firm employed valuation specialists with specialized skill and knowledge.

How We Addressed the Matter in Our Audit

Our audit procedures related to the quantitative test for impairment of goodwill in the Capital Markets reporting unit to address this critical audit matter included the following:

• Obtained an understanding of the control environment, evaluating the design effectiveness, and testing the operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Capital Markets reporting unit, such as controls related to future operating performance, projected cash flows, long term growth rates, discount rates and the selection of comparable publicly traded companies.

• Evaluated the reasonableness of management’s revenue and cash flow forecasts by comparing management’s forecasts to historical results, and forecasted industry information of companies in its peer group.

• With the assistance of firm employed valuation specialists, evaluated the reasonableness of the valuation technique, corroborated the long term growth rates, discount rates, comparable companies used by testing the underlying source information and tested the mathematical accuracy of the calculations used by management.

• Validated the reasonableness of the internally determined fair value of its reporting units by comparing it to the Company’s market capitalization.

• Compared the carrying value for the Capital Markets reporting unit to the estimated fair value.

/s/ Marcum LLP

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for New Senior Notes and Related Warrants

As indicated in Note 19 to the consolidated financial statements, during the year ended December 31, 2025, the Company completed five private exchange transactions with institutional investors pursuant to which aggregate principal amounts of $355 million of certain existing senior notes (collectively, the “Exchanged Notes”) owned by the investors were exchanged for $228.4 million aggregate principal amount of new senior notes (the “New Notes), whereupon the Exchanged Notes were cancelled.

Further, as indicated in Note 26 to the consolidated financial statements, in conjunction with these debt exchanges, the Company issued seven-year warrants to the investors to purchase up to 913,692 shares of common stock at an exercise price of $10.00 as of December 31, 2025.

The Company determined the warrants met the criteria for equity classification and recorded them within equity.

We identified the accounting for the New Notes and related warrants as a critical audit matter because of the complexity involved in the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition and determination of whether warrants should be classified as a liability or in equity.

Auditing these elements involved especially challenging auditor judgement and an increased extent of audit effort required to address these matters, including the use of personnel with expertise in relevant technical accounting guidance.

The primary procedures we performed to address this critical audit matter included:

• Reading and analyzing the terms of the executed New Notes and warrant agreements and the Company’s related technical accounting analyses, including the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition and determination of whether warrants should be classified as a liability or in equity.

• Utilizing personnel with expertise in relevant technical accounting guidance to assist in evaluating the appropriateness of the Company’s application of the relevant accounting guidance for the New Notes and related warrants.

Accounting for Oaktree Term Loans and Related Warrants

As indicated in Note 18 to the consolidated financial statements, on February 26, 2025, the Company entered into a credit agreement with a group of funds affiliated with Oaktree Capital Management, L.P., consisting of a $125 million secured term loan credit facility and a $35 million secured delayed draw term loan credit facility (collectively, the “Oaktree Term Loans”).

At inception, the Company recorded a derivative liability related to a mandatory repayment feature in the Oaktree Term Loans.

The Company also issued warrants to the lenders to purchase approximately 1,832,290 shares of the Company’s common stock at an exercise price of $5.14 per share.

The Company determined the warrants met the criteria for liability classification and recorded a warrant liability.

We identified the accounting for the Oaktree Term Loans and related warrants as a critical audit matter because of the complexity involved in the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition and determination of whether warrants should be classified as a liability or in equity.

The primary procedures we performed to address this critical audit matter included:

• Reading and analyzing the terms of the executed credit and warrant agreements and the Company’s related technical accounting analyses, including the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition and determination of whether warrants should be classified as a liability or in equity.

• Utilizing personnel with expertise in relevant technical accounting guidance to assist in evaluating the appropriateness of the Company’s application of relevant accounting guidance for the Oaktree Term Loans and related warrants.

Accounting for Targus/FGI Credit Agreement

As indicated in Note 18 to the consolidated financial statements, on August 20, 2025, the Company 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 million revolving loan facility, to refinance and repay all outstanding obligations under the existing Targus Credit Agreement with PNC Bank, National Association.

We identified the accounting for the Targus/FGI Credit Agreement as a critical audit matter because of the complexity involved in the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition.

The primary procedures we performed to address this critical audit matter included:

• Reading and analyzing the terms of the executed Targus/FGI Credit Agreement and the Company’s related technical accounting analyses, including the identification and evaluation of each instrument and embedded feature requiring separate accounting recognition.

Valuation of Certain Level 3 Equity Securities

As indicated in Note 6 to the consolidated financial statements, as of December 31, 2025, the Company held $71.2 million of Level 3 equity securities measured at fair value, of which $25.6 million were measured using the market approach valuation technique and $43.1 million were measured using the Monte Carlo simulation valuation technique.

Determining the fair value of certain of these Level 3 equity securities required management to make significant judgments and assumptions, including the selection of the appropriate valuation techniques and significant unobservable inputs.

We identified the valuation of certain Level 3 equity securities measured at fair value as a critical audit matter due to significant management judgment involved in the selection of (i) the appropriate valuation techniques and (ii) significant unobservable inputs which included market multiples for the market approach valuation technique and volatility for the Monte Carlo simulation valuation technique.

Auditing these assumptions involved especially subjective and challenging auditor judgment due to the nature of audit evidence and extent of audit effort required to address these matters, including the use of personnel with specialized knowledge and skills.

The primary procedures we performed to address this critical audit matter included:

• Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the appropriateness of the valuation techniques used by management to estimate fair value of certain Level 3 equity securities.

• Utilizing personnel with specialized knowledge and skills in valuation to assist in testing the unobservable inputs, including (i) market multiples for certain Level 3 equity securities valued using the market approach, and (ii) volatility for certain Level 3 equity securities valued using Monte Carlo simulation.

(Signed BDO USA, P.C.)

We have served as the Company’s auditor since 2025.

September 19, 2025

Los Angeles, California

March 31, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board of Directors of

Riley Financial, Inc.

Adverse Opinion on Internal Control over Financial Reporting

We have audited B.

Riley Financial, Inc.’s (the "Company") internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in the “Report of Management on Internal Control Over Financial Reporting”:

• The Company identified two material weaknesses in controls related to information technology general controls (“ITGCs”) at Lingo Management, LLC and Tiger US Holdings, Inc.

As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted.

Specifically, management’s review procedures were not operating at a level of precision sufficient to prevent or detect a potential material misstatement in the consolidated financial statements.

• The Company identified material weaknesses in controls related to ITGCs at Bebe Stores Inc.

As a result, business process automated and manual controls that were dependent on the affected ITGCs could have been adversely impacted.

Additionally, the Company did not consistently retain evidence of review, further contributing to the material weakness.

Riley Retail Solutions, LLC.

As a result, business process automated and manual controls that were dependent on these ITGCs at the service organizations could have been adversely impacted.

• The Company identified two material weakness relating to the design and operating effectiveness of management’s review controls over goodwill such that management did not adequately evaluate relevant factors and indicators to determine whether it was more likely than not that the fair value of a business segment was less than the carrying amount of goodwill and other intangibles assigned to that reporting unit as well as a lack of appropriate approval in accordance with Company policy over significant decisions involving goodwill.

• The Company identified a material weakness related to the design and operating effectiveness of controls related to journal entry controls.

There was a lack of segregation of duties considerations associated within the journal entry approval workflow.

The workflow in the system did not systemically prevent individuals who can post journal entries to also approve the same entries.

Additionally, the Company did not retain evidence of review of certain journal entries.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2024 consolidated financial statements and this report does not affect our report dated September 19, 2025 on those consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of operations, comprehensive loss, equity(deficit), and cash flows for each of the three years in the period ended December 31, 2024 and our report dated September 19, 2025 expressed an unqualified opinion on those consolidated financial statements.

As described in “Report of Management on Internal Control Over Financial Reporting”, management has excluded its Nogin Inc.

subsidiaries, from its assessment of internal control over financial reporting as of December 31, 2024 because these entities were acquired by the Company in purchase business combinations during 2024.

We have also excluded Nogin, Inc.

from our audit of internal control over financial reporting.

These subsidiaries’ combined total assets and total revenues represent approximately 3% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

BRC Group Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BRC Group Holdings, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), equity (deficit) and cash flows for the year ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 , and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Report of Management on Internal Control Over Financial Reporting”.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

We have served as the Company’s auditor from 2009 to 2025.

September 19, 2025

(January 29, 2026, as to the effects of discontinued operations)

FINANCIAL INFORMATION

Financial Statements.

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

BRC GROUP HOLDINGS, INC.

Consolidated Balance Sheets

(Dollars in thousands, except par value)

(Dollars in thousands, except share and par value)

2025 December 31,

Cash and cash equivalents (1)

$ 226,601 $ 146,852

Restricted cash 2,676 100,475

Due from clearing brokers 51,000 30,713

Securities and other investments owned, at fair value 282,325 809,049

Securities and other investments owned ($ 382,461 and $ 215,225 at fair value (1) )

446,843 282,325

Securities borrowed 114,937 43,022

Accounts receivable, net of allowance for credit losses of $ 10,073 and $ 7,175 as of December 31, 2024 and 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 6,108 and $ 6,100

55,473 68,653

Due from related parties — 189

Loans receivable, at fair value (includes $ 51,902 and $ 378,768 from related parties as of December 31, 2024 and 2023, respectively)

Loans receivable, at fair value ($ 2,835 and $ 51,902 from related parties)

26,303 90,103

Prepaid expenses and other assets (includes $ 3,449 and $ 11,802 from related parties as of December 31, 2024 and 2023, respectively)

Equity investments 90,433 85,487

Prepaid expenses and other assets ($ — and $ 3,449 from related parties (1) )

128,650 157,429

9 unchanged sentences

Accounts payable $ 41,463 $ 51,238

Accrued expenses and other liabilities 203,196 252,876

Accrued expenses and other liabilities (1) ($ 6,400 and $ — at fair value)

154,780 185,745

Deferred revenue 49,907 58,148

1 unchanged sentence

Due to related parties and partners — 3,404

Securities sold not yet purchased 5,675 8,601

Securities sold not yet purchased, at fair value 9,809 5,675

Securities loaned 97,321 27,942

5 unchanged sentences

Senior notes payable, net 1,301,798 1,530,561

2025 December 31,

Liabilities held for sale (Note 5)

2 unchanged sentences

Commitments and contingencies (Note 30)

Riley Financial, Inc.

BRC Group Holdings, Inc.

stockholders’ equity (deficit):

1 unchanged sentence

1,000,000 shares authorized;

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

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

4,563 shares issued and outstanding and liquidation preference of $ 122,142 and $ 114,082

Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

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

30,597,066 and 30,499,931 shares issued and outstanding

Additional paid-in capital 598,022 589,387

1 unchanged sentence

Accumulated other comprehensive loss ( 6,272 ) ( 6,569 )

Riley Financial, Inc.

stockholders’ equity (deficit) ( 488,175 ) 291,117

Total BRC Group Holdings, Inc.

stockholders’ deficit ( 171,533 ) ( 488,175 )

Noncontrolling interests (1)

Total equity (deficit) ( 456,016 ) 359,566

Total liabilities and equity (deficit) $ 1,783,263 $ 6,080,604

51,271 32,159

Total deficit ( 120,262 ) ( 456,016 )

Total liabilities and deficit $ 1,706,592 $ 1,783,263

(1) At December 31, 2025, the balance sheet includes cash of $ 446 , securities and other investments owned, at fair value, of $ 682 , prepaid and other expenses of $ 3,737 , accrued expenses and other liabilities of $ 28 and noncontrolling interest of $ 4,192 of consolidated variable interest entities (see Note 3 - Variable Interest Entities).

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

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

BRC GROUP HOLDINGS, INC.

Consolidated Statements of Operations

(Dollars in thousands, except share data)

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

Year Ended December 31,

2024 2023 2022

Services and fees (includes $ 18,575 , $ 6,143 and $ 12,432 for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively)

Services and fees ($ 12,543 and $ 18,575 from related parties)

$ 633,836 $ 783,304

Trading (loss) income ( 57,007 ) 21,603 ( 148,294 )

Fair value adjustments on loans (includes $( 328,671 ), $( 36,788 ) and $( 1,603 ) for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively)

Trading gains (losses), net 125,530 ( 57,007 )

Fair value adjustments on loans ($ 2,061 and $( 328,671 ) from related parties)

( 448 ) ( 325,498 )

Interest income - loans (includes $ 33,186 , $ 26,563 and $ 7,559 for the years ended December 31, 2024, 2023 and 2022 from related parties, respectively)

Interest income - loans ($ 1,910 and $ 33,186 from related parties)

10,574 54,141

6 unchanged sentences

Selling, general and administrative expenses 599,748 689,410

Restructuring charge 1,522 2,131 9,011

Impairment of goodwill and other intangible assets 105,373 70,333 —

Restructuring charge (Note 22)

Impairment of goodwill and tradenames 1,500 105,373

Interest expense - Securities lending and loan participations sold 5,794 66,128

Total operating expenses 892,018 1,243,968

Operating (loss) income ( 475,738 ) 96,051 29,862

Operating income (loss) 75,581 ( 497,547 )

Other income (expense):

1 unchanged sentence

Dividend income 1,818 4,462

Realized and unrealized losses on investments ( 263,686 ) ( 162,053 ) ( 247,540 )

Realized and unrealized gains (losses) on investments 62,718 ( 263,686 )

Change in fair value of financial instruments and other 11,349 4,471

Gain on bargain purchase — 15,903 —

Income (loss) from equity method investments 31 ( 152 ) 3,570

Gain on sale and deconsolidation of businesses 86,213 306

Gain on senior note exchange 67,208 —

Income from equity investments 34,996 31

Loss on extinguishment of debt ( 21,298 ) ( 18,725 )

Interest expense ( 92,736 ) ( 133,308 )

Loss from continuing operations before income taxes ( 878,729 ) ( 199,276 ) ( 334,337 )

(Provision for) benefit from income taxes ( 22,125 ) 39,115 65,252

Loss from continuing operations ( 900,854 ) ( 160,161 ) ( 269,085 )

Income (loss) from continuing operations before income taxes 229,559 ( 900,396 )

Benefit from (provision for) income taxes 9,885 ( 22,013 )

Income (loss) from continuing operations 239,444 ( 922,409 )

Income from discontinued operations, net of income taxes 70,841 147,470

Net loss ( 774,939 ) ( 105,631 ) ( 156,594 )

Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 10,665 ) ( 5,721 ) 3,235

Net loss attributable to B.

Riley Financial, Inc.

Net income (loss) 310,285 ( 774,939 )

Net income (loss) attributable to noncontrolling interests 2,870 ( 10,665 )

Net income (loss) attributable to BRC Group Holdings, Inc.

307,415 ( 764,274 )

Preferred stock dividends 8,060 8,060

Net loss available to common shareholders $ ( 772,334 ) $ ( 107,967 ) $ ( 167,837 )

Basic net (loss) income per common share:

Net income (loss) available to common shareholders $ 299,355 $ ( 772,334 )

Year Ended December 31,

Basic net income (loss) per common share:

Continuing operations $ 7.48 $ ( 30.38 )

Discontinued operations $ 2.32 $ 4.92

Basic (loss) income per common share $ ( 25.46 ) $ ( 3.69 ) $ ( 5.95 )

Diluted net (loss) income per common share:

Basic income (loss) per common share $ 9.80 $ ( 25.46 )

Diluted net income (loss) per common share:

Continuing operations $ 7.48 $ ( 30.38 )

Discontinued operations $ 2.32 $ 4.92

Diluted (loss) income per common share $ ( 25.46 ) $ ( 3.69 ) $ ( 5.95 )

Diluted income (loss) per common share $ 9.80 $ ( 25.46 )

Weighted average basic common shares outstanding 30,555,258 30,336,274

1 unchanged sentence

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

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

BRC GROUP HOLDINGS, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Dollars in thousands)

Year Ended December 31,

2024 2023 2022

Net loss $ ( 774,939 ) $ ( 105,631 ) $ ( 156,594 )

Other comprehensive (loss) income:

Reclassifications out of accumulated other comprehensive loss into income from discontinued operations ( 2,244 ) — —

Net income (loss) $ 310,285 $ ( 774,939 )

Other comprehensive income (loss):

Reclassifications out of accumulated other comprehensive loss into (loss) income from discontinued operations 157 ( 2,244 )

Change in cumulative translation adjustment 140 ( 4,554 )

Other comprehensive (loss) income, net of tax ( 6,798 ) 2,699 ( 1,390 )

Total comprehensive loss ( 781,737 ) ( 102,932 ) ( 157,984 )

Comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 10,665 ) ( 5,721 ) 3,235

Comprehensive loss attributable to B.

Riley Financial, Inc.

Other comprehensive income (loss), net of tax 297 ( 6,798 )

Total comprehensive income (loss) 310,582 ( 781,737 )

Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests 2,870 ( 10,665 )

Comprehensive income (loss) attributable to BRC Group Holdings, Inc.

$ 307,712 $ ( 771,072 )

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

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

BRC GROUP HOLDINGS, INC.

Consolidated Statements of Equity (Deficit)

(Dollars in thousands, except share data)

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

Preferred Stock Common Stock Additional

Capital Retained

Earnings (Accumulated Deficit) Accumulated

Capital Accumulated Deficit Accumulated

Comprehensive

Loss Noncontrolling

(Loss) Income Noncontrolling

Interests Total

1 unchanged sentence

Shares Amount Shares Amount

Balance, January 1, 2021 4,512 $ — 27,591,028 $ 3 $ 413,486 $ 248,862 $ ( 1,080 ) $ 43,930 $ 705,201

Preferred stock issued 33 — — — 874 — — — 874

ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 583,624 — ( 10,271 ) — — — ( 10,271 )

Common stock repurchased and retired — — ( 183,257 ) — ( 6,516 ) — — — ( 6,516 )

Shares issued for acquisitions — — 532,369 — 35,648 — — — 35,648

Share based payments — — — — 60,890 — — — 60,890

Share based payments in equity of subsidiary — — — — 125 — — — 125

Vesting of shares in equity of subsidiary — — — — ( 35 ) — — 35 —

Dividends on common stock ($ 4.00 per share)

— — — — — ( 124,891 ) — — ( 124,891 )

Dividends on preferred stock — — — — — ( 8,008 ) — — ( 8,008 )

Net (loss) income — — — — — ( 159,829 ) — 5,803 ( 154,026 )

Remeasurement of B.

Riley Principal 150 and 250 Merger Corporations subsidiary temporary equity — — — — — ( 1,354 ) — — ( 1,354 )

Distributions to noncontrolling interests — — — — — — — ( 11,731 ) ( 11,731 )

Contributions from noncontrolling interests — — — — — — — 21,160 21,160

Acquisition of noncontrolling interests — — — — — — — 182 182

Other comprehensive loss — — — — — — ( 1,390 ) — ( 1,390 )

Balance, December 31, 2023 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566

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

Preferred stock issued 18 — — — 467 — — — 467

ESPP shares issued and vesting of restricted stock, net of shares withheld for employer taxes — — 325,961 — ( 3,218 ) — — — ( 3,218 )

Common stock repurchased and retired — — ( 2,174,608 ) — ( 69,479 ) — — — ( 69,479 )

Shares issued for acquisitions — — 51,952 — 2,111 — — — 2,111

Remeasurement of Lingo redeemable minority interest — — — ( 6,283 ) — — — ( 6,283 )

Share based payments — — — — 44,278 — — — 44,278

Share based payments in equity of subsidiary — — — — 216 — — — 216

Vesting of shares in equity of subsidiary — — — — ( 257 ) — — 257 —

Dividends on common stock ($ 4.00 per share)

— — — — — ( 126,104 ) — — ( 126,104 )

Dividends on preferred stock — — — — — ( 8,057 ) — — ( 8,057 )

Net loss — — — — — ( 99,910 ) — ( 5,575 ) ( 105,485 )

Remeasurement of B.

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

Distributions to noncontrolling interests — — — — — — — ( 8,497 ) ( 8,497 )

Contributions from noncontrolling interests — — — — — — — 5,592 5,592

Acquisition of noncontrolling interests — — — — — — — 16,433 16,433

Other — — — — — — — 860 860

Other comprehensive income — — — — — — 2,699 — 2,699

Balance, December 31, 2023 4,563 $ — 29,937,067 $ 3 $ 572,170 $ ( 281,285 ) $ 229 $ 68,449 $ 359,566

ESPP shares issued and vesting of restricted stock, and other, net of shares withheld for employer taxes — — 325,961 — ( 3,218 ) — — — ( 3,218 )

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

5 unchanged sentences

— — — — — ( 17,377 ) — — ( 17,377 )

Dividends on preferred stock — — — — — ( 8,060 ) — — ( 8,060 )

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

— — — — — ( 4,872 ) — — ( 4,872 )

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

— — — — — ( 3,188 ) — — ( 3,188 )

Net loss — — — — — ( 764,274 ) — ( 10,665 ) ( 774,939 )

5 unchanged sentences

Balance, December 31, 2024 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 — — — — 8,678 — — — 8,678

Share based payments in equity of subsidiary — — — — 23 — — 3,538 3,561

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

Dividend forfeitures on unvested equity awards — — — — — 295 — — 295

Net income — — — — — 307,415 — 2,870 310,285

Distributions to noncontrolling interests and other — — — — — — — ( 4,283 ) ( 4,283 )

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 income — — — — — — 297 — 297

Balance, December 31, 2025 4,563 $ — 30,597,066 $ 3 $ 598,022 $ ( 763,286 ) $ ( 6,272 ) $ 51,271 $ ( 120,262 )

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

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

BRC GROUP HOLDINGS, INC.

Consolidated Statements of Cash Flows

1 unchanged sentence

Year Ended December 31,

2024 2023 2022

Cash flows from operating activities (1) :

Net loss $ ( 774,939 ) $ ( 105,631 ) $ ( 156,594 )

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

Net income (loss) $ 310,285 $ ( 774,939 )

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

Depreciation and amortization 35,174 45,405

Provision for credit losses 5,993 7,147 4,214

Provision for losses on accounts receivable 4,021 5,993

Share-based compensation 13,974 19,054

Fair value and remeasurement adjustments, non-cash (includes $ 328,671 , $ 36,788 , and $ 1,603 from related parties in 2024, 2023 and 2022, respectively)

Fair value and remeasurement adjustments ($( 2,061 ) and $ 328,671 from related parties)

( 15,956 ) 327,630

Non-cash interest and other (includes $( 32,256 ), $( 2,926 ), and $( 935 ) from related parties in 2024, 2023 and 2022, respectively)

Non-cash interest and other ($( 268 ) and $( 32,256 ) from related parties)

10,951 ( 23,259 )

Depreciation of rental merchandise 13,068 15,092

Effect of foreign currency on operations ( 247 ) ( 310 ) 754

Loss (income) from equity method investments ( 31 ) 181 ( 3,570 )

Net foreign currency gains ( 473 ) ( 247 )

Income from equity investments ( 34,996 ) ( 31 )

Dividends from equity investments 397 159

Deferred income taxes 11,482 25,888

Impairment of goodwill and other intangible assets 105,373 70,333 —

Impairment of goodwill and tradenames 1,500 105,373

Gain on disposal of discontinued operations ( 66,795 ) ( 217,504 )

(Gain) loss on sale of business, disposal of fixed assets, and other ( 163 ) ( 9,034 ) 4,922

Gain on bargain purchase — ( 15,903 ) —

Loss (gain) on extinguishment of debt 19,158 5,294 ( 1,102 )

Gain on equity investment — — ( 6,790 )

De-consolidation of BRPM 150 — — ( 8,294 )

Income allocated to and fair value adjustment for mandatorily redeemable noncontrolling interests 1,170 1,835 1,119

(Gain) loss on sale or disposal of fixed assets and other ( 1,021 ) 143

Gain on sale and deconsolidation of businesses ( 86,213 ) ( 306 )

Loss on extinguishment of debt 21,298 19,158

Gain on senior note exchange ( 67,208 ) —

Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests — 1,170

Change in operating assets and liabilities:

3 unchanged sentences

Accounts receivable 6,789 2,230

Prepaid expenses and other assets (includes $ 8,353 , $ 10,521 , and $ 564 from related parties in 2024, 2023 and 2022, respectively)

26,040 737 ( 54,273 )

Accounts payable, accrued payroll and related expenses, accrued expenses and other liabilities ( 14,120 ) ( 79,848 ) ( 141,328 )

Prepaid expenses and other assets ($( 3,449 ) and $ 8,353 from related parties)

Accounts payable, accrued expenses and other liabilities ( 24,622 ) ( 14,120 )

Amounts due to/from related parties and partners ( 3,303 ) ( 1,250 )

2 unchanged sentences

Securities loaned 69,135 ( 2,831,364 )

Net cash provided by operating activities 263,551 24,502 6,653

Net cash (used in) provided by operating activities ( 59,711 ) 263,551

Year Ended December 31,

2024 2023 2022

Cash flows from investing activities (1) :

Purchases of loans receivable (includes $( 57,615 ), $( 174,753 ), and $( 35,491 ) from related parties in 2024, 2023 and 2022, respectively)

Purchases of loans receivable ($ 78,458 and $ 57,615 from related parties)

( 125,755 ) ( 118,721 )

Repayments of loans receivable (includes $ 74,770 , $ 77,600 , and $ 5,928 from related parties in 2024, 2023 and 2022, respectively)

Repayments of loans receivable ($ 123,419 and $ 74,770 by related parties)

183,527 149,047

Sales of loans receivable (includes $ — , $ 77,484 , and $ — from related parties in 2024, 2023 and 2022, respectively)

Proceeds from sale of loans receivable ($ 6,611 and $ — from related parties)

10,415 31,012

Proceeds from loan participations sold 4,475 5,980

Acquisition of businesses and minority interest, net of $ 604 , $ 8,308 , and $ 50,733 cash acquired in 2024, 2023, and 2022, respectively

( 19,142 ) ( 26,240 ) ( 261,693 )

Acquisition of businesses and minority interest, net of $ — and $ 604 cash acquired

Proceeds from sale of business, net of cash sold and other 94,938 261

Purchases of property, equipment and intangible assets ( 11,317 ) ( 7,952 )

Proceeds from sale of business and other 261 17,490 2

Proceeds from sale of property, equipment, intangible assets, and other 7,588 —

Distributions from equity investments 39,841 —

Consolidation of VIE 359 —

Proceeds from sale of discontinued operations, net of $( 3,344 ) cash sold

Sale of Great American Group — 167,064

Sale of Brands Interests, net of $( 585 ) cash sold in 2024

Funds received from trust account of subsidiary — 175,763 172,584

Sale of Brands Interests, net of $( 585 ) cash sold

Purchases of equity and other investments ( 6,621 ) ( 1,065 )

Net cash provided by (used in) investing activities 440,534 301,174 ( 32,291 )

Net cash provided by investing activities 311,482 440,534

Cash flows from financing activities (1) :

5 unchanged sentences

Repayment of term loan ( 318,253 ) ( 444,770 )

Proceeds from issuance of senior notes — 185 51,601

Redemption of senior notes ( 145,302 ) ( 140,491 )

Repurchases and payments on senior notes ( 9,783 ) —

Payment of debt issuance and offering costs ( 13,296 ) ( 3,484 )

3 unchanged sentences

Preferred dividends paid — ( 8,060 )

Repurchase of common stock — ( 69,479 ) ( 6,516 )

Distributions to noncontrolling interests ( 4,283 ) ( 10,747 )

Contributions from noncontrolling interests — 3,947

Redemption of subsidiary temporary equity and distributions — ( 175,763 ) ( 172,584 )

Proceeds from issuance of common stock — 115,000 —

Proceeds from issuance of preferred stock — 467 874

Proceeds from exercise of warrants — 653

Net cash (used in) provided by financing activities ( 671,947 ) ( 365,923 ) 17,637

Increase (decrease) in cash, cash equivalents and restricted cash 32,138 ( 40,247 ) ( 8,001 )

Net cash used in financing activities ( 279,372 ) ( 671,947 )

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

( 27,601 ) 32,138

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

Net increase (decrease) in cash, cash equivalents and restricted cash 22,837 ( 37,087 ) ( 8,934 )

Year Ended December 31,

202 ( 9,301 )

Cash, cash equivalents and restricted cash from continuing operations, beginning of period 224,565 226,066 266,224

Cash, cash equivalents and restricted cash from discontinued operations, beginning of period 9,274 44,860 13,636

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

( 27,399 ) 22,837

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

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

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

Cash, cash equivalents and restricted cash from continuing operations, end of period 256,676 224,565 226,066

Cash, cash equivalents and restricted cash from discontinued operations, end of period — 9,274 44,860

Cash, cash equivalents and restricted cash from continuing operations, end of year (2)

229,277 248,651

Cash, cash equivalents and restricted cash from discontinued operations, end of year — 8,025

Cash, cash equivalents and restricted cash, end of year (1)(2)

$ 229,277 $ 256,676

Supplemental disclosures:

Year Ended December 31,

Supplemental disclosure of cash flow information:

Interest paid $ 97,040 $ 240,298

Taxes paid 5,227 6,924

Supplemental disclosure of non-cash investing and financing activities:

Transfer of loans to held for sale from loans receivable at fair value $ 8,876 $ 30,927

Issuance of common stock in equity of subsidiary 1,575 —

Issuance of warrants for term loan 7,860 —

Recognition of derivative liability for term loan exit fee 11,244 —

Disposition of noncontrolling interests through sale and deconsolidation of businesses 2,918 —

Capital from noncontrolling interest upon initial consolidation of VIE 12,494 —

Reclassification of restricted stock units from equity to liability 2,138 —

Operating lease right-of-use assets obtained in exchange for lease liabilities 465 3,720

Exchange of senior notes:

Redemption of 5.50 % senior notes due March 2026

Redemption of 6.50 % senior notes due September 2026

Redemption of 5.00 % senior notes due December 2026

Redemption of 6.00 % senior notes due January 2028

Redemption of 5.25 % senior notes due August 2028

Issuance of 8.00 % new notes due January 2028

Redemption of 6.375 % senior notes due February 2025

Issuance of common stock — 1,011

Receipt of note receivable upon sale of certain assets — 2,000

Conversion of loan receivable at fair value into equity securities — 53,530

Conversion of DIP loan to purchase consideration equity for purchase of Nogin — 37,700

Receipt of loans receivable related to sale of Great American Group — 16,698

Receipt of noncontrolling equity interest related to sale of Great American Group — 82,462

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

Refer to Note 5 – Discontinued Operations and Assets Held for Sale for additional information regarding cash flow associated with the results of discontinued operations.

(2) Includes cash from assets held for sale of $ 1,324 in 2024.

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

RILEY FINANCIAL, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

BRC GROUP HOLDINGS, INC.

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

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS

Riley Financial, Inc.

and its subsidiaries (collectively, the “Company”) provide investment banking, brokerage, wealth management, asset management, direct lending, business advisory, valuation, and asset disposition services to a broad client base spanning public and private companies, financial sponsors, investors, financial institutions, legal and professional services firms, and individuals.

The Company also has a portfolio of communication related businesses that provide consumer Internet access and cloud communication services, Tiger US Holdings, Inc.

(“Targus”), which designs and sells laptop and computer accessories, and E-Commerce, technology platform provider that delivers Commerce-as-a-Service (“CaaS”) solutions for apparel brands and other retailers.

The Company operates in six 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;

BRC Group Holdings, 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’s telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email, and its retail companies provide mobile computing accessories and home furnishings.

The Company operates in seven reportable operating segments:

(i) Capital Markets, through which the Company provides an array of investment banking, equity research, institutional sales and trading, securities lending, proprietary trading, and investing services to publicly traded and privately held companies, institutional investors, and financial sponsors, and direct lending services to middle market companies;

(ii) Wealth Management, through which the Company provides wealth management and tax services to corporate and high-net-worth clients;

(iii) Financial Consulting, through which the Company provides bankruptcy, financial advisory, and forensic accounting, (iv) Communications, through which the Company provides consumer Internet access and related subscription services, cloud communication services, and mobile phone voice, text, and data services and devices;

(v) Consumer Products, which generates revenue through sales of laptop and computer accessories, and (vi) E-Commerce, which is an e-commerce, technology platform provider that delivers CaaS solutions for apparel brands and other retailers.

Recent Developments

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

(“bebe”) completed a transaction for their brand assets that included the sale of its equity interests in the assets and intellectual property related to the licenses of the bebe and Brookstone brands and a secured financing transaction for the Company’s interests in the assets and intellectual property related to the licenses of several brands, including Hurley, Justice, Scotch & Soda, Catherine Malandrino, English Laundry, Joan Vass, Kensie, Limited Too and Nanette Lepore (collectively, the “Brands Transaction”).

On November 15, 2024, the Company completed the sale of a 52.6 % ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the "Great American Group Transaction") to Oaktree Capital Management, L.P.

and/or its affiliates (collectively, “Oaktree”), a global asset manager.

Management concluded that these businesses represent a strategic shift that had a major effect on our operations 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.

Net (loss) income per share amounts are computed independently for net (loss) income from continuing operations, net (loss) income from discontinued operations and net loss attributable to the Company.

As a result, the sum of per-share amounts may not equal the total.

Unless otherwise indicated, information in these notes to consolidated financial statements relates to continuing operations.

On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel Financial Corp.

The sale was completed on April 4, 2025 for net cash consideration based on the 36 financial advisors that joined Stifel at closing.

The Company determined that the assets and liabilities associated with the Wealth Management transaction met the criteria to be classified as held for sale, as discussed in Note 4, and properly classified in the consolidated balance sheets as of December 31, 2024.

On March 3, 2025, the Company and BR Financial Holdings, LLC, a wholly owned subsidiary of the Company (“BR Financial”), 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 BR Financial 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 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, and properly classified in the consolidated balance sheets as of December 31, 2024.

On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of its wholly owned subsidiary, GlassRatner Advisory & Capital Group, LLC, a Delaware limited liability company (“GlassRatner”), and B.

Riley Farber Advisory Inc., an Ontario corporation (“Farber”).

The aggregate cash consideration paid by the Buyers for the interests of GlassRatner and shares of Farber was $ 117,800 , which is based on a target closing working capital amount that is subject to adjustment within 180-days following the sale date.

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

For the year ended December 31, 2024, the Company incurred a net loss of $ 764,274 which includes fair value adjustments totaling $( 509,954 ) related to the Company’s loss on the write-off of the equity investment in Freedom VCM Holdings, LLC ("Freedom VCM") and the loan receivable from Vintage Capital Management, LLC.

As more fully described in Note 25 – Subsequent Events, the Company entered into a new term loan facility on February 26, 2025 with Oaktree affiliated companies, with a maturity date of February 26, 2028 and the proceeds were primarily used to repay all amounts outstanding under the Nomura Credit Agreement as more fully described in Note 13 – Term Loans and Revolving Credit Facility.

The Company completed the Brands Transaction in October 2024 and the Great American Group Transaction in November 2024 as more fully discussed in Note 4.

The proceeds from these transactions were used for general working capital purposes, make principal payments on the term loan with Nomura, and retire all of the $ 145,211 of outstanding 6.375 % senior notes due February 28, 2025.

The Company also completed the sale of the Company’s majority owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of approximately $ 68,638 (the “Atlantic Coast Transaction”) and the sale of part of Wealth Management business for $ 26,037 (the “Wealth Transaction”) as more fully described in Note 4 and the sale of the Company’s financial consulting business for $ 117,800 on June 27, 2025.

From March 26, 2025 to July 11, 2025, the Company completed five private exchange transactions with institutional investors pursuant to which approximately $ 115,800 of aggregate principal amount of the Company’s 5.50 % Senior Notes due March 2026, approximately $ 2,100 aggregate principal amount of 6.50 % Senior Notes due September 2026, approximately $ 146,400 aggregate principal amount of the Company’s 5.00 % Senior Notes due December 2026, approximately $ 51,100 aggregate principal amount of the Company’s 6.00 % Senior Notes due January 2028, and approximately $ 39,500 aggregate principal amount of the Company’s 5.25 % Senior Notes due August 2028 (collectively, the “Exchanged Notes”) owned by the investors were exchanged for approximately $ 228,400 aggregate principal amount of newly-issued 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 $ 100,818 of 5.50 % Senior Notes due March 31, 2026 as more fully described in Note 14 – Senior Notes Payable.

The Company believes that the current cash and cash equivalents, securities and other investments owned, funds available under our credit facilities, cash expected to be generated from operating activities and proceeds received from the Atlantic Coast Transaction, the Wealth Management Transaction and the sale of the Company’s financial consulting business will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from issuance date of the accompanying financial statements.

(iii) Lingo Management, LLC and its subsidiary Bullseye Telecom (together, “Lingo”), a global cloud/unified communications (“UC”) and managed service provider to Enterprise and Small to Medium Businesses in the United States;

(iv) magicJack VoIP Services, LLC and related subsidiaries (“magicJack”), a non-interconnected Voice-over-IP (VoIP) cloud-based communications service provider that offers related devices and subscription services within the United States and Canada;

(v) Marconi Wireless Holdings, LLC (“Marconi Wireless”), a mobile virtual network operator that provides mobile phone voice, text, and data services and devices using the Credo Mobile brand;

(vi) United Online, Inc.

(“UOL”), an Internet access provider that offers dial-up and digital subscriber line (“DSL”) services under the NetZero and Juno brands across the United States;

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

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 are reported as discontinued operations in the accompanying consolidated balance sheets and statements of operations.

Additionally, the assets and liabilities of a portion of the Company’s Wealth business and its Atlantic Coast Recycling business met the criteria to be classified as held for sale and were reflected as amounts held for sale in the accompanying consolidated 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 5 - Discontinued Operations and Assets Held for Sale.

For the year ended December 31, 2025, the Company generated net income of $ 307,415 .

During the year ended December 31, 2025, the Company completed the sale of the Company’s majority owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of approximately $ 68,638 .

The Company also completed (a) the partial sale of the Wealth Management business for $ 26,037 on April 4, 2025, as more fully described in Note 5 - Discontinued Operations and Assets Held for Sale, and (b) the sale of the Company’s financial consulting business on June 27, 2025 for $ 117,800 .

As discussed in more detail in Note 19 - Senior Notes Payable, during the year ended December 31, 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, $ 178,271 of 6.50 % Senior Notes due September 30, 2026, and $ 177,333 of 5.00 % Senior Notes due December 31, 2026, as more fully described in Note 19 - 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.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

( a) Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of B.

Riley Financial, Inc.

The consolidated financial statements include the accounts of BRC Group Holdings, 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 held for sale and discontinued operations, see Notes 1 and 4.

Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of held for sale and discontinued operations, see Note 5 - 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(ab) for further discussion.

(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.

See Note 2(e) - Variable Interest Entities for further discussion.

(b) Use of Estimates

The preparation of the 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 consolidated financial statements and reported amounts of revenue and expense during the reporting period.

Estimates are used when accounting for certain items such as valuation of securities, allowance for credit losses, the fair value of loans receivables, intangible assets and goodwill, share based arrangements, contingent consideration, accounting for income tax valuation allowances, and sales returns and allowances.

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 and warrant liabilities, accounting for income tax valuation allowances, and sales returns and allowances.

Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances.

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

(d) Revenue Recognition

The Company recognizes revenues under Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers .

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

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

Restricted cash was $ 2,676 and $ 100,475 as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, restricted cash primarily consisted of cash held in escrow and cash collateral for leases and loans, which included amounts subject to Deposit Account Control Agreements (“DACA”) with lenders in which the Company assigned the rights to the collateral accounts to the lenders.

As of December 31, 2024, restricted cash primarily consisted of cash collateral for leases and cash used for the full redemption of the 6.375 % Senior Notes due on February 28, 2025.

(d) Due from/to Brokers, Dealers, and Clearing Organizations

The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis.

The amount receivable from or payable to the clearing brokers represents the net of proceeds from unsettled securities sold, the Company’s clearing deposits and amounts receivable for commissions less amounts payable for unsettled securities purchased by the Company and amounts payable for clearing costs and other settlement charges.

This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed.

Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker.

(e) 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 3 - Variable Interest Entities and Note 20 - Noncontrolling Interests for a variable interest entity consolidated during the period.

(f) 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 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 in Note 6 - Fair Value Measurements.

The investments in nonpublic entities that do not report NAV are measured at cost, adjusted for observable price changes and impairments, with changes recognized in realized and unrealized gains (losses) on investments in the accompanying consolidated statements of operations.

These investments are evaluated on a nonrecurring basis based on the observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Further adjustments are not made until another observable transaction occurs.

Therefore, the determination of fair values of these investments in nonpublic entities that do not report NAV does not involve significant estimates and assumptions or subjective and complex judgments.

Investments in nonpublic entities that do not report NAV are subject to a qualitative assessment for indicators of impairment.

If indicators of impairment are present, the Company is required to estimate the

investment’s fair value and immediately recognize an impairment charge in an amount equal to the investment’s carrying value in excess of its estimated fair value.

The Company measures certain assets at fair value on a nonrecurring basis.

These assets include equity method investments for which the measurement alternative has been elected, adjusted to fair value based on observable price changes or impairment, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property, plant and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired.

The Company has elected to measure certain loans and equity investments at fair value to provide management with a more relevant representation for evaluating risk, performance reporting, market conditions, and economic events in earnings on a more timely basis and to provide reporting of the current value of those assets in the consolidated balance sheets.

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

Securities and other investments owned consist of equity securities including common and preferred stocks, warrants, and options, corporate bonds, and other fixed income securities including government and agency bonds, loans receivable valued at fair value, and investments in partnerships that are accounted for at fair value (see Note 2(f) - Fair Value Measurements).

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.

Refer to Note 2(k) - Equity Method Investments for more information regarding equity method investments.

Dividend income received from equity investments accounted for under the fair value option are recorded to other income in the consolidated statements of operations.

Securities sold, but not yet purchased are securities the Company has sold that it does not own (i.e., securities sold short) and, therefore, the Company is obligated to purchase such securities at a future date.

The Company has recorded this obligation on its consolidated balance sheets at the fair value of the securities borrowed.

There is an element of off-balance sheet risk in that, if the securities sold short increase in value, it will be necessary to purchase the securities sold short at a cost in excess of the obligation reflected on the consolidated balance sheets.

Changes in the fair value of securities sold short are recognized in the results of operations in the period in which they occur.

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

For these investments the Company has elected to apply the measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments.

Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer.

For these transactions to be considered observable price changes of the same issuer, the Company evaluates whether these transactions have similar rights and obligations, including voting rights, distribution preferences, conversion rights, and other factors, to the investments we hold.

Refer to Note 7 - Securities And Other Investments Owned And Securities Sold Not Yet Purchased.

(h) Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received.

Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender.

With respect to securities loaned, the Company receives collateral in the form of cash.

The amount of collateral required to be deposited for securities borrowed, or received for securities loaned, is an amount generally in excess of the market value of the applicable securities borrowed or loaned.

The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate.

The Company accounts for securities lending transactions as secured borrowings.

The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets.

Refer to Note 8 - Securities Lending.

(i) Accounts Receivable

Accounts receivable represents amounts due from the Company’s Capital Markets, Wealth Management, Lingo, magicJack, Marconi Wireless, UOL 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 9 - Accounts Receivable.

(j) Loans Receivable

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 accompanying 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.

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 accompanying consolidated statements of operations.

(k) Equity Method Investments

Equity investments are accounted for under the equity method if the Company is able to exercise significant influence, but not control, over an 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.

Equity investments that are accounted for under the equity method of accounting are included in the “Equity investments” line item in the accompanying consolidated balance sheets.

The Company’s share of earnings or losses from equity method investees are included in the “Income from equity investments” line item in the accompanying consolidated statements of operations.

The investments are evaluated for impairment annually and when facts and circumstances indicate that the carrying value may not be recoverable.

If a decline in fair value is determined to be other than temporary, an impairment charge is recorded in “Change in fair value of financial instruments and other” line item in the accompanying consolidated statements of operations.

(l) Inventories

Inventories are substantially all finished goods from the Consumer Products and magicJack, Marconi Wireless and UOL 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 prepaid and other assets in the consolidated balance sheets.

Refer to Note 12 - Prepaid Expenses and Other Assets.

(m) Rental Merchandise

Rental merchandise is only related to bebe from the Corporate and All Other category and 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.

Rental merchandise is included in prepaid and other assets in the consolidated balance sheets.

Refer to Note 12 - Prepaid Expenses and Other Assets.

(n) Property and Equipment

Property and equipment are stated at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

Refer to Note 13 - Property and Equipment.

(o) Goodwill and Other Intangible Assets

Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests.

Goodwill and other intangibles with indefinite lives are tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

The Company performs impairment tests for goodwill and other intangible assets with indefinite lives 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 or asset group below their carrying values.

Management may perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its corresponding carrying value.

If management determines the reporting unit’s fair value is more likely than not less than its carrying value, a quantitative analysis will be performed to compare the fair value of the reporting unit with its corresponding carrying value.

If the conclusion of the quantitative analysis is that the fair value is in fact less than the carrying value, management will recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying value exceeds its fair value.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value.

The Company operates eight reporting units, which are the same as its reportable segments as described in Note 29 - Business Segments:

Capital Markets, Wealth Management, Lingo, magicJack, Marconi Wireless, UOL, and Consumer Products, plus Corporate and All Other, which is not a reportable segment.

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

The Company reviews the carrying value of its finite-lived amortizable intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate.

If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair value.

The Company determines if an arrangement is, or contains, a lease at the inception date and reviews leases for finance or operating classification once control is obtained.

Operating leases with terms greater than twelve months are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets.

Finance leases are included in prepaid expenses and other assets, with the related liabilities included in accrued expenses and other liabilities in the consolidated balance sheets.

Operating and finance lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating and finance lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company uses its estimated incremental borrowing rate, which is the rate for a fully collateralized fully amortizing loan with a maturity similar to the lease, in determining the present value of lease payments.

Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value.

The Company’s lease terms include rent escalations and options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

Lease expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components which are accounted for as a single lease component.

Our finance leases are immaterial.

Refer to Note 16 - Leasing Arrangements .

(q) Revenue Recognition

Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Financial Consulting segment, Communications segment, Consumer Products segment, E-Commerce segment and the All Other category are primarily comprised of the following:

Revenues from contracts with customers in the Capital Markets segment, Wealth Management segment, Lingo segment, magicJack segment, Marconi Wireless segment, UOL segment, Consumer Products segment and the Corporate and All Other category are primarily comprised of the following:

Capital Markets segment

Fees earned from corporate finance and investment banking services are derived from debt, equity and convertible securities offerings in which the Company acted as an underwriter or placement agent.

Fees from underwriting activities are recognized as revenues when the performance obligation for the services related to the underwriting transaction is satisfied under the terms of the engagement and is not subject to any other contingencies.

Fees from underwriting activities are recognized as revenues on the trade date (the date on which the Company purchases the securities from the issuer) for the portion the Company is contracted to buy.

Fees are also earned from financial advisory and consulting services rendered in connection with client mergers, acquisitions, restructurings, recapitalizations and other strategic transactions.

The performance obligation for financial advisory services is satisfied over time as work progresses on the engagement and services are delivered to the client.

The performance obligation for financial advisory services may also include success and performance-based fees which are recognized as revenue when

the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period.

Generally, it is probable that the revenue recognized is no longer subject to significant reversal upon the closing of the investment banking transaction.

Fees from asset management services are recognized over the period the performance obligation for the services are provided.

Asset management fees are primarily comprised of fees for asset management services and are generally based on the dollar amount of the assets being managed.

Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled.

However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer.

In some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract.

Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities.

Fees earned from corporate finance and investment banking services are generally received within 90 days.

Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent or principal and are recorded on a trade date basis and fees paid for equity research.

Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related net trading gains and losses from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from investments in securities for the Company’s account, and (iv) other income.

Fees from sales and trading are generally received on a weekly basis.

Revenues from other sources in the Capital Markets segment is primarily comprised of (i) interest income from loans receivable and securities lending activities, (ii) related trading gains (losses), net from market making activities, the commitment of capital to facilitate customer orders and fair value adjustments on loans, (iii) trading activities from investments in securities for the Company’s account, and (iv) other income.

Interest income from securities lending activities consists of interest income from equity and fixed income securities that are borrowed from one party and loaned to another.

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Asset management fee revenues as an agent are recognized on a net basis.

Fees from investment advisory and asset advisory services are generally received monthly with quarterly adjustments.

Financial Consulting segment

Revenues in the Financial Consulting segment are primarily comprised of fees earned from providing bankruptcy, financial advisory, and forensic accounting.

Fees earned from bankruptcy, financial advisory, and forensic accounting services are rendered to clients over time as work progresses on the engagement and services are delivered to the client.

Fees may also include success and performance-based fees which are recognized as revenue when the performance obligation is no longer constrained and it is not probable that the revenue recognized would be subject to significant reversal in a future period.

Revenues in the Financial Consulting segment also include contractual reimbursable costs.

Communications segment

Revenues in the Communications segment are primarily comprised of subscription services revenues which consist of fees charged to United Online pay accounts;

revenues from the sale of the magicJack VoIP Services, LLC, (“magicJack”) access rights;

Fees from sales and trading are generally received on a weekly basis.

Lingo segment

Revenues in the Lingo segment are primarily comprised of resale of landline voice services, internet services, mobile voice services, managed services and other ancillary services, as well as the sale of cloud/UC services to enterprises to small-medium size business and residential customers.

Telecommunication service revenues are mostly billed in advance and recognized over the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer.

Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized over the service period as the performance obligations are provided.

For services billed in arrears, such as usage, revenue is recognized in the period it occurred.

Payments on services billed are generally received within thirty days.

For services offered by the Company in the Lingo segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer.

This principal-versus-agent assessment involves judgment and focuses on whether the facts and circumstances of the arrangement indicate that the goods or services were controlled by the Company prior to transferring them to the customer.

To evaluate if the Company has control, it considers various factors including whether it is primarily responsible for fulfillment, bears risk of loss in billing the customer and has discretion over pricing.

magicJack segment

Revenues in the magicJack segment are primarily comprised of subscription services revenues which consist of revenues from the sale of the magicJack access rights;

revenues from access rights renewals and mobile apps;

prepaid minutes revenues;

revenues from custom, vanity and Canadian phone numbers;

and revenues from usage of prepaid international minutes;

revenues from access and wholesale charges;

service revenue from unified communication as a service (“UCaaS”) hosting services;

and revenues from mobile phone voice, text, and data services.

Products revenues consist of revenues from the sale of magicJack, mobile phone, and mobile broadband service devices, including the related shipping and handling and installation fees, if applicable.

and magicJack for Business phones service revenues.

Products revenues consist of revenues from the sale of magicJack devices and magicJack for Business phones, including the related shipping and handling fees, if applicable.

Subscription service revenues are recognized over time in the service period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer.

Fees charged to customers in advance are initially recorded in the consolidated balance sheets as deferred revenue and then recognized ratably over the service period as the performance obligations are provided.

For services offered by the Company in the Communications segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer.

For services offered by the Company in the magicJack segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer.

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Product revenues for hardware and shipping are recognized at the time of delivery.

Revenues from sales of devices and services represent revenues recognized from sales of the magicJack devices to retailers or direct to customers, net of returns, and rights to access the Company’s servers over the period associated with the access right period, and from sales of mobile phones and voice, text, and data services.

The transaction price for devices is allocated between equipment and service based on stand-alone selling prices.

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The Company estimates the return of magicJack device direct sales as part of the transaction price using a six-month rolling average of historical returns.

Marconi Wireless segment

Revenues in the Marconi Wireless segment are primarily comprised of revenues from mobile phone voice, text, and data services and other ancillary charges.

Products revenues consist of revenues from the sale of mobile phones.

For services offered by the Marconi Wireless segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer.

To evaluate if the Company has control, it considers various factors including whether it is primarily responsible for fulfillment, bears risk of loss in billing the customer, and has discretion over pricing.

Revenues from mobile phone voice, text, and data services are recognized over the service period and are typically billed monthly with payments received within less than thirty days.

Product revenues for mobile phones are recognized at the time of delivery with payments received upfront prior to shipping.

The Company estimates the return of mobile phones as part of the transaction price using a twelve-month rolling average of historical returns.

Revenues in the UOL segment are primarily comprised of consumer subscription services revenues which consist of revenues from dial-up internet access, email services, and other value-added features.

Advertising revenues are primarily derived from search placements and display advertisements associated with our Internet access and email services.

Advertising revenues are recognized in the period in which the advertisement is displayed and the period in which the search is placed.

Customers are typically billed, and payments generally received, on a monthly basis.

For services offered by the Company in the UOL segment that include third-party providers, the Company evaluates whether it is acting as the principal or as the agent with respect to the goods or services provided to the customer.

Consumer Products segment

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Revenues may be reduced by allowances for advertising and promotion, which generally represent contractual selling incentives offered to customers that will be charged to the Company at a later date.

During the years ended December 31, 2024 and 2023 and the period from the date of acquisition October 18, 2022 to December 31, 2022, allowances for selling incentives were $ 17,143 , $ 16,633 and $ 4,297 , respectively.

These allowances are included in accrued expenses and other liabilities on the consolidated balance sheets and consist of rebates that reduce revenue at time of sale.

During the years ended December 31, 2025 and 2024, allowances for selling incentives were $ 16,306 and $ 17,143 , respectively.

These allowances are included in accrued expenses and other liabilities in the consolidated balance sheets and consist of rebates that reduce revenue at time of sale.

Shipping and handling expenses, which consist primarily of transportation charges incurred to move finished goods to customers, is included in cost of goods sold.

E-Commerce segment

Revenues in the E-Commerce segment primarily consist of commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform.

The Company is acting as an agent in these arrangements and customers do not have the contractual right to take possession of the Company's software.

Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances.

CaaS Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged primarily in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold.

The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales.

Variable consideration is included in revenue for potential product returns.

The Company uses an estimate to constrain revenue for the expected variable consideration at each period end.

The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns.

Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration.

The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations.

Revenue in the All Other category, which is not a reportable segment, rental fees through rent-to-own agreements and merchandise sales from the operation of rent-to-own franchise stores, and revenues from a regional environmental services business in the New York metropolitan area and a landscaping business in the southeast United States, which was sold during the quarter ended September 30, 2023.

Corporate and All Other

Revenue in the Corporate and All Other category, which is not a reportable segment, includes rental fees through rent-to-own agreements and merchandise sales from the operation of rent-to-own franchise stores, fees from asset management services, interest income on loans receivable, unrealized carried interest on certain investments, revenues from Nogin, an e-commerce, technology platform provider, and revenues from a regional environmental services business in the New York metropolitan area, which was sold in March 2025.

Rental fees consist of merchandise, such as furniture, appliances and consumer electronics, which is rented to customers pursuant to rental purchase agreements which provide for weekly, semi-monthly or monthly rental terms with non-refundable rental payments.

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The customer can acquire ownership of the merchandise on lease by completing payment of all required rental periods.

The Company maintains ownership of the rental merchandise until all payment obligations are satisfied.

The Company maintains ownership of the rental merchandise until all payment

obligations are satisfied.

The customer can terminate the lease agreement at any time during the lease term and return the leased merchandise to the store.

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Any remaining net value of the merchandise is recorded to cost of sales at the time of the transaction.

The environmental services business is engaged in the recycling of scrap and waste materials and deals primarily in paper products.

The business provides processing services that consists of the receipt of materials from municipalities and commercial entities that are then sorted and then disposed of or sold, using third-party processors as needed.

The businesses' customer arrangements contain a single obligation to transfer processed sorted and baled recycled raw materials and revenues are recognized at a point in time as sales when the performance obligation is satisfied.

The pricing for recyclable materials can fluctuate based upon market conditions and the business has certain arrangements with customers to reduce the risk exposure to commodity pricing volatility through revenue sharing (or processing fee) contracts with municipal customers.

The landscaping business, which was sold in November 2023, provided landscaping maintenance, improvements, and irrigation services to its customers.

Revenues prior to the sale were recognized as the services are performed, which is typically ratably over the term of the contract upon the transfer of control of services to its customers in an amount reflecting the total consideration expected to be received from the customer.

(e) Direct Cost of Services

Fees from asset management services are recognized over the period the performance obligation for the services are provided.

Asset management fees are primarily comprised of fees for asset management services and are generally based on the dollar amount of the assets being managed.

Fees from asset management services are generally received upfront.

Revenues for Nogin primarily consist of managed service fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform.

The Company is acting as an agent in these arrangements and customers do not have the contractual right to take possession of the Company's software.

Commerce-as-a-Service (“CaaS”) revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged primarily in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold.

Variable consideration is included in revenue for potential product returns.

The Company uses an estimate to constrain revenue for the expected variable consideration at each period end.

The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns.

The estimated reserve for returns is included on the balance sheets in accrued expenses with changes to the reserve in revenue on the accompanying statements of operations.

The environmental services business engaged in the recycling of scrap and waste materials and dealt primarily in paper products.

The business provided processing services that consisted of the receipt of materials from municipalities and commercial entities that are then sorted and then disposed of or sold, using third-party processors as needed.

The business’s customer arrangements contained a single obligation to transfer processed, sorted and baled recycled raw materials and revenues prior to the sale were recognized at a point in time as sales when the performance obligation was satisfied.

The pricing for recyclable materials fluctuated based upon market conditions and the business had certain arrangements with customers to reduce the risk exposure to commodity pricing volatility through revenue sharing (or processing fee) contracts with municipal customers.

(r) Direct Cost of Services

Direct cost of services relates to service and fee revenues.

Direct costs of services include participation in profits under collaborative arrangements in which the Company is a majority participant.

Direct cost of services in the Communications segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales commissions associated with multi-year service plans, depreciation of network computers and equipment, amortization expense, third party advertising sales commissions, license fees, costs related to providing customer support, costs related to customer billing and processing of customer credit cards and associated bank fees.

Direct costs of services include cost of rentals and fees for the Company’s rent-to-own stores.

Direct cost of services in the Lingo segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, depreciation of network computers and equipment, amortization expense related to licenses, costs related to customer billing and payment processing.

Direct cost of services in the magicJack segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, sales fees and commissions associated with phone APP, Amazon and retail sales, depreciation of network computers and equipment, license fees, costs related to customer billing and processing of customer credit cards payment processing.

Direct cost of services in the Marconi Wireless segment include cost of telecommunications, personnel and overhead-related costs associated with operating the Company’s networks, depreciation of network computers and equipment, license fees, costs related to customer billing and processing of customer payments and associated bank fees.

Direct cost of services in the UOL segment include cost of telecommunications and data center costs, personnel and overhead-related costs associated with operating the Company’s networks, servers and data centers, depreciation of network computers and equipment, amortization expense, costs to publish advertising on its websites, third party advertising sales commissions, license fees, costs related to customer billing and processing of customer credit cards and associated bank fees.

Direct cost of services for bebe include cost of rentals and fees for the Company’s rent-to-own stores.

Direct cost of services does not include an allocation of the Company’s overhead costs.

Direct costs of services for Nogin, Inc.

("Nogin") (as defined below) include costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees.

(f) Interest Expense - Securities Lending Activities

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 $ 66,128 , $ 145,435 , and $ 66,495 during the years ended December 31, 2024, 2023, and 2022, respectively.

(g) Concentration of Risk

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

Direct cost of services for Nogin include costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees.

(s) Concentration of Risk

Revenues in the Capital Markets, Wealth Management, Lingo, magicJack, Marconi Wireless, and UOL segments are primarily generated in the United States.

Revenues in the Consumer Products segment are primarily generated in the United States, Canada, and Europe.

A significant portion of Lingo’s revenues consists of reselling legacy Plain Old Telephone (“POT”) services copper lines from four major nationwide Incumbent Local Exchange Carriers (“ILECs”) to its customers.

As ILECs have been decommissioning POT lines and halting new POT services, there is a concentration of risk related to Lingo’s ability to attract new POT service customers which adversely affects Lingo’s financial condition, results of operations, and cash flows.

To mitigate this, Lingo has made concerted efforts to transition POT services customers to alternative solutions offered by Lingo.

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.

On December 18, 2023, the Company loaned $ 108,000 to Conn’s Inc.

(“Conn’s”) as more fully described in Note 23 under the Term Loan and Security Agreement, dated as of December 18, 2023 (the “Conn’s Term Loan”), among Conn’s, W.S.

Badcock LLC ("WS Badcock"), as borrowers, and an affiliate of the Company, as administrative agent, collateral agent, and lender.

On February 14, 2024, the Company collected $ 15,000 of principal payments which reduced the loan balance to $ 93,000 .

The fair value of the Conn’s loan receivable was $ 19,065 at December 31, 2024.

This loan combined with two other existing loans receivable with a fair value of $ 6,082 and $ 62,808 as of December 31, 2024 and 2023, respectively, is collateralized by consumer loan receivables of customers of the furniture and electronics retailer.

These loans have an aggregate fair value of $ 25,147 or 27.9 % and $ 167,568 or 31.5 % of the loan portfolio as of December 31, 2024 and 2023, respectively, and are concentrated in the retail industry.

The fair value of these loans at December 31, 2024 has been impacted by a deterioration in Conn’s operating results in the second quarter of 2024, which culminated in the Conn's Chapter 11 bankruptcy filing on July 23, 2024 as more fully discussed in Note 2(s) below.

On December 17, 2024, the Company entered into an agreement with the first-lien holder banks of the Conn’s loan receivable to assign the first-lien loan receivable to the Company for consideration of $ 27,738 .

The Company collected the $ 27,738 and interest earned on the first-lien loan receivable of $ 238 for the period from December 17, 2024 through January 24, 2025 when the first-lien loan receivable was paid in full.

This loan receivable has a fair value of $ 19,761 as of December 31, 2024.

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

The increase in the loan receivable principal amount at December 31, 2024 in the amount of $ 24,462 includes interest in-kind interest that was capitalized to the loan receivable balance annually on the loan's anniversary date.

The loan receivable is secured by a first priority security interest in Freedom VCM equity interests owned by Brian Kahn as more fully described in Note 2(s) below.

The fair value of the loan receivable and collateral from the security interest in Freedom VCM at December 31, 2024 is impacted by the Freedom VCM filing of voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") on November 3, 2024.

The fair value of the loan receivable was $ 2,057 and $ 200,506 or 2.3 % and 37.7 % of the total loan portfolio as of December 31, 2024 and 2023, respectively.

As a result of the bankruptcy filing on November 3, 2024, the loan receivable at December 31, 2024 is on non-accrual and there is no accrued interest receivable on the loan receivable at December 31, 2024.

Interest receivable on the loan in the amount of $ 8,889 as of December 31, 2023 is included in prepaid expenses and other assets in the consolidated balance sheets.

The fair value of the underlying collateral for this loan is primarily comprised of other securities which amounted to $ 2,057 at December 31, 2024 and decreased to a fair value of $ 1,284 at September 16, 2025.

At December 31, 2024, the Company is also exposed to a concentration of risk related to (a) a loan receivable with a fair value of $ 32,136 from a technology company, (b) the Freedom VCM Receivables, Inc.

loan receivable which totaled $ 3,913 , and (c) exposure from the loan receivable with a fair value of $ 2,057 as described above where the primary security includes other public equity securities owned by Brian Kahn.

The maximum amount of loss that the Company is exposed to loss from loans receivable concentration is an amount equivalent to the fair value of these loans at which totaled $ 59,340 and $ 368,074 as of December 31, 2024 and 2023, respectively.

(h) Advertising Expenses

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

(t) Advertising Expenses

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

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Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations.

(i) Share-Based Compensation

(u) Share-Based Compensation

The Company’s share-based payment awards principally consist of grants of restricted stock, restricted stock units (“RSUs”) and costs associated with the Company’s employee stock purchase plan.

In accordance with the applicable accounting guidance, share-based payment awards are classified as either equity or liabilities.

Share-based payment awards are classified as either equity or liabilities.

For equity-classified awards, the Company measures compensation cost for the grant of membership interests at fair value on the date of grant and recognizes compensation expense in the consolidated statements of operations over the requisite service or performance period the award is expected to vest.

The Company accounts for forfeitures when they occur rather than estimate a forfeiture rate.

The Company grants certain share-based payment awards that are settled in cash and therefore are classified as liabilities.

Liability-classified awards are measured at fair value at each reporting date until settlement.

Compensation expense is recognized over the requisite service period based on the fair value of the awards.

The liability associated with

these awards represents the fair value of vested awards for which the requisite service has been rendered but remain unsettled as of the balance sheet date.

The fair value of the liability is determined based on the Company’s stock price.

In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“Purchase Plan”) which allows eligible employees to purchase common stock through payroll deductions at a price that is 85 % of the market value of the common stock on the last day of the offering period.

In accordance with the provisions of ASC 718 - Compensation - Stock Compensation, the Company is required to recognize compensation expense relating to shares offered under the Purchase Plan.

(j) Income Taxes

The Company recognizes compensation expense relating to shares offered under the Purchase Plan.

The Company issues newly issued shares of its common stock in connection with awards granted under the Company’s share-based payment arrangements and Purchase Plan.

(v) Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

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Penalties, if incurred, would be recognized as a component of income tax expense.

(k) Cash and Cash Equivalents

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

(l) Restricted Cash

As of December 31, 2024 and 2023, restricted cash included $ 100,475 and $ 1,875 , respectively, primarily consisting of cash set aside for the repayment of the 6.375 % Senior Notes due on February 28, 2025 and cash collateral for leases.

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

2024 December 31,

Cash and cash equivalents $ 154,877 $ 222,690

Restricted cash 100,475 1,875

Total cash, cash equivalents and restricted cash $ 255,352 $ 224,565

(m) Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are recorded based upon the amount of cash advanced or received.

Securities borrowed transactions facilitate the settlement process and require the Company to deposit cash or other collateral with the lender.

With respect to securities loaned, the Company receives collateral in the form of cash.

The Company monitors the market value of the securities borrowed and loaned on a daily basis, with additional collateral obtained, or excess collateral recalled, when deemed appropriate.

The Company accounts for securities lending transactions in accordance with ASC 210 - Balance Sheet , which requires companies to report disclosures of offsetting assets and liabilities.

The Company does not net securities borrowed and securities loaned and these items are presented on a gross basis in the consolidated balance sheets.

(n) Due from/to Brokers, Dealers, and Clearing Organizations

The Company clears all of its proprietary and customer transactions through other broker-dealers on a fully disclosed basis.

This amount also includes the cash collateral received for securities loaned less cash collateral for securities borrowed.

Any amounts payable would be fully collateralized by all of the securities owned by the Company and held on deposit at the clearing broker.

(o) Accounts Receivable

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

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

In establishing the required allowance, management utilizes the expected loss model, which includes the pooling of receivables using the aging method and specific identification.

Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns.

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.

(p) 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 prepaid and other assets in the consolidated balance sheets.

The Company determines if an arrangement is, or contains, a lease at the inception date and reviews leases for finance or operating classification once control is obtained.

Operating leases with terms greater than twelve months are included in right-of-use assets, with the related liabilities included in operating lease liabilities in the consolidated balance sheets.

Finance leases are included in prepaid expenses and other assets, with the related liabilities included in accrued expenses and other liabilities in the consolidated balance sheets.

Operating and finance lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating and finance lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company uses its estimated incremental borrowing rate in determining the present value of lease payments.

Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value.

The Company's lease terms include rent escalations and options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

expense is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components which are accounted for as a single lease component.

See Note 11 for additional information on leases.

(r) Property and Equipment

Property and equipment are stated at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

Depreciation expense on property and equipment was $ 10,219 , $ 9,432 , and $ 5,573 during the years ended December 31, 2024, 2023, and 2022, respectively.

(s) Loans Receivable

Under ASC 825 - Financial Instruments , the Company elected the fair value option for all outstanding loans receivable.

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

Under the fair value option, loans receivables are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations.

Loans receivable, at fair value totaled $ 90,103 and $ 532,419 as of December 31, 2024 and 2023, respectively.

The loans have various maturities through February 2029.

As of December 31, 2024 and 2023, the principal balances of loans receivable accounted for under the fair value option were $ 446,004 and $ 555,882 , respectively.

The principal balance of loans receivable exceeded the fair value of loans by $ 355,901 and $ 23,463 as of December 31, 2024 and 2023, respectively.

At the time of origination, the Company's loans are collateralized by the assets of borrowers and other pledged collateral and may have guarantees to provide for protection of the payments due on loans receivable.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded net unrealized losses of $ 332,438 , net unrealized gains of $ 55,756 , and net unrealized losses of $ 54,439 , respectively, on loans receivable, at fair value, which is included fair value adjustments on loans on the consolidated statements of operations.

Loans receivable, at fair value on non-accrual and 90 days or greater past due was $ 21,122 , which represented approximately 23.4 % of total loans receivable, at fair value as of December 31, 2024.

The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 321,544 as of December 31, 2024.

Loans receivable, at fair value on non-accrual was $ 41,236 , which represents approximately 7.7 % of total loans receivable, at fair value as of December 31, 2023.

The principal balance of loans receivable on non-accrual was $ 43,326 as of December 31, 2023.

Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from changes in fair value adjustments on loans on the consolidated statements of operations.

The amount of gains or (losses) included in earnings attributable to changes in instrument-specific credit risk was $( 323,840 ), $ 6,322 and $( 58,068 ) during the years ended December 31, 2024, 2023 and 2022, respectively.

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

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

As of December 31, 2024, the Company has outstanding limited guarantee arrangements with respect to Babcock & Wilcox Enterprises, Inc.

(“B&W”) as further described in Note 19(b).

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 December 31, 2024, the Company has not recorded any provision for credit losses on the B&W guarantees since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure.

Interest income on loans receivable is recognized based on the stated interest rate of the loan on the unpaid principal balance plus the amortization of premiums and discounts and is included in interest income - loans on the consolidated statements of operations.

On August 21, 2023, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn, amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes the Company's subsidiary the aggregate principal amount of $ 200,506 and bears interest at the rate of 12 % per annum payable-in-kind with a maturity date of December 31, 2027.

The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr.

Kahn or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds.

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

Kahn, the CEO and a board member of Freedom VCM as of December 31, 2023, and his spouse with a value (based on the transaction price in the Franchise Resource Group, Inc.

("FRG") take-private transaction) of $ 227,296 as of August 21, 2023.

On January 22, 2024, Mr.

Kahn resigned as CEO and a member of the board of directors of Freedom VCM.

The fair value of the Freedom VCM

equity interest owned by Mr.

Kahn and his spouse was zero and $ 232,065 as of December 31, 2024 and 2023, respectively.

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

On a quarterly basis, the Company will continue to obtain third party appraisals to evaluate the value of the collateral of the loan since the repayment of the loan and accrued interest will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral.

In light of Mr.

Kahn’s alleged involvement with the alleged misconduct concerning Prophecy Asset Management LP, the Company can provide no assurances that it will not be subject to claims asserting an interest in the Freedom VCM equity interests owned by Mr.

Kahn, including those that collateralize the Amended and Restated Note.

If a claim were successful, it would diminish the value of the collateral which could impact the carrying value of the loan.

If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit.

Other factors leading to continued deterioration in the collateral, including in the performance of Freedom VCM or delays in the execution of its strategies, including the possible disposition of additional businesses and further de-leveraging of its balance sheet, for the loan receivable may further impact the ultimate collection of principal and interest.

To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan, as was the case as of December 31, 2024, the fair value of the loan has been and will be impacted and has resulted, and will result, in an unrealized loss being recorded in the consolidated statements of operations.

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

The fair value adjustment on the VCM loan receivable was $( 222,911 ) and zero for the year ended December 31, 2024 and 2023.

The fair value of the underlying collateral for this loan decreased to a fair value of $ 1,284 at September 16, 2025.

The $ 1,284 is comprised of other public securities.

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 (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 Freedom VCM equity interests owned by Mr.

Kahn and his spouse that collateralize the VCM loan receivable.

As of December 31, 2024, loans receivable had an aggregate remaining contractual principal balance of $ 448,709 , an aggregate fair value of $ 90,103 , and the contractual principal balance exceeded the fair value by $ 358,606 .

As of December 31, 2023, loans receivable had an aggregate remaining contractual principal balance of $ 563,637 , an aggregate fair value of $ 532,419 , and the contractual principal balance exceeded the fair value by $ 31,218 .

The Company has a loan receivable with a principal amount of $ 93,000 outstanding from Conn’s and two loans with a fair value of $ 6,082 outstanding which are discussed below, (the Badcock Receivables I and Freedom VCM Receivables loans receivable, each as defined below), which are serviced by Conn’s.

Accrued interest on the $ 93,000 Conn’s loan receivable was current as of June 30, 2024.

As a result of Conn's voluntary petition filing on July 23, 2024 for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) this loan receivable with a fair value of $ 19,065 at December 31, 2024 is included in loans receivable on non-accrual as discussed above.

Future collection of the $ 93,000 Conn’s loan receivable is expected to be paid from the sale of assets and servicing of a pool consumer receivables that serve as collateral for the loan where we have a second lien on these assets.

These proceeds which are expected to be collected over the next year has been impacted by the Chapter 11 Cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations under the $ 93,000 loan receivable to Conn’s.

Any efforts to enforce repayment obligations under the Conn’s $ 93,000 loan receivable are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of this loan are subject to the applicable provisions of the Bankruptcy Code.

The fair value adjustment on the Conn's loan receivable was $( 71,724 ) and $ 494 for the year ended December 31, 2024 and 2023.

The Company collected the principal of $ 27,738 and interest on the first-lien loan receivable of $ 238 for the period from December 17, 2024 through January 24, 2025 when the first-lien loan receivable was paid in full.

The Company has continued to receive payments for the other two loans with a fair value of $ 6,082 at December 31, 2024 and has received payments of $ 1,114 subsequent to December 31, 2024 and through February 5, 2025 on the Badcock Receivables I and Freedom VCM Receivable loans receivable.

On February 7, 2025, the Company sold the two loans for $ 6,611 and recorded a gain of $ 1,643 during the first quarter of fiscal year 2025.

Badcock Loan 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 discussed in Note 13.

During the three months ended March 31, 2023, BRRII entered into Amendment 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 receivables are the individual consumer credit receivables that were originally issued to WSBC consumers for merchandise sold in WSBC stores and the total amount of collections on these loan receivables is dependent upon their credit performance.

These loan receivables are measured at fair value.

On August 21, 2023, all of the equity interests of BRRII were sold to Freedom VCM Receivables, Inc.

(“Freedom VCM Receivables”), a subsidiary of Freedom VCM, which resulted in a loss of $ 78 .

In connection with the sale, Freedom VCM Receivables assumed the obligations with respect to the Pathlight Credit Agreement, as more fully discussed in Note 13, and Freedom VCM Receivables entered into the Freedom Receivables Note (as defined below) in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 with payments of principal and interest on the note limited solely to the performance of certain consumer receivables held by BRRII.

This loan receivable is measured at fair value.

In connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provides to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement.

In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Master Receivables Purchase Agreements and the Servicing Agreement.

As of December 31, 2024 and 2023, the Badcock Receivables I loan receivable in the Company's consolidated balance sheets included loans measured at fair value in the amount of $ 2,169 and $ 20,624 , respectively.

As of December 31, 2024 and 2023, the Freedom Receivables Note was included in the Company's consolidated balance sheets in loans receivable, at fair value in the amount of $ 3,913 and $ 42,183 , respectively.

Nogin Loan and Loan Commitment

On November 16, 2023, the Company entered into a Chapter 11 Restructuring Support Agreement (as amended, the “RSA”) with Nogin, certain of its subsidiaries, and certain holders of the respective convertible notes (the “Consenting Noteholders”).

Pursuant to the RSA, the Company funded $ 17,530 of debtor-in-possession (“DIP”) financing as of December 31, 2023.

The Company funded an additional $ 20,170 (inclusive of $ 1,700 in fees payable in kind) in DIP financing which increased the loan amount to $ 37,700 as of May 3, 2024.

On May 3, 2024 the DIP financing of $ 37,700 was extinguished and the Company funded an additional $ 18,670 in cash to complete the acquisition of Nogin of which $ 15,500 was a payment to the Consenting Noteholders.

See Note 3 for more details on the Nogin acquisition.

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

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

corporate bonds;

other fixed income securities including, government and agency bonds;

loans receivable valued at fair value;

and investments in partnerships.

Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices.

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

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

2024 December 31,

Securities and other investments owned:

Equity securities $ 232,508 $ 711,577

Corporate bonds 29,027 59,287

Other fixed income securities 4,923 2,989

Partnership interests and other 15,867 35,196

$ 282,325 $ 809,049

Securities sold not yet purchased:

Equity securities $ — $ 1,037

Corporate bonds 1,891 5,971

Other fixed income securities 3,784 1,593

$ 5,675 $ 8,601

The Company owns certain equity securities that are accounted for under the fair value option where the Company would otherwise use the equity method of accounting.

The ability to exercise significant influence is presumed when the Company possesses more than 20% of the voting interests of the investee.

In accordance with ASC 321 - Equity Securities , unrealized gains (losses) on equity securities held at December 31, 2024, includes unrealized gains (losses) of $( 48,994 ), $( 134,027 ), and $( 186,202 ) for the years ended December 31, 2024, 2023, and 2022 respectively, reported in other income (loss) - realized and unrealized gains (losses) on investments in the consolidated statement of operations.

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

During the year ended December 31, 2024, the Company's investment in Freedom VCM was written-off as a result of Freedom VCM filing of voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on November 3, 2024.

As a result of the bankruptcy filing, the Company no longer has significant influence over Freedom VCM.

The investment in Freedom VCM was from the Company's equity interest that was acquired on August 21, 2023 for $ 216,500 in cash in connection with the closing of the take private transaction that included the acquisition of FRG, by a buyer group that included members of senior management of FRG, led by Mr.

Kahn, FRG’s then Chief Executive Officer (the “FRG take-private transaction”).

In connection with the closing of the FRG take-private transaction, the Company terminated an investment advisory agreement (the “Advisory Agreement”) with Mr.

Pursuant to the Advisory Agreement, Mr.

Kahn, as financial advisor, had the sole power to vote or dispose of $ 64,644 of shares of FRG common stock (based on the value of FRG shares in the FRG take-private transaction as of the closing date of such transaction) held of record by B.

Riley Securities, Inc.

Upon the termination of the Advisory Agreement, (i) Mr.

Kahn’s right to vote or dispose of such FRG shares terminated, (ii) such FRG shares owned by BRS were rolled over into additional equity interests in Freedom VCM in connection with the FRG take-private transaction, and (iii) Mr.

Kahn owed a total of $ 20,911 to the Company under the Advisory Agreement which amount was added to, and included in, the Amended and Restated Note.

Following these transactions, the Company owned an equity interest of $ 281,144 (based on the transaction price in the FRG take-private transaction) or 31 % of the outstanding equity interests in Freedom VCM.

Also in connection with the FRG take-private transaction, on August 21, 2023 all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to a Freedom VCM affiliate, which resulted in a loss of $ 78 .

In connection with the sale, the Freedom VCM affiliate assumed the obligations with respect to the Pathlight Credit Agreement, as further discussed in Note 13, 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 as more fully discussed in Note 2(s).

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.

Prior to the write-off of the investment in Freedom VCM, the Company elected to account for the 31 % equity investment under the fair value option.

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

income statement amounts during the twelve months ended September 30, 2024 and 2023 correspond to amounts during the year ended December 31, 2024 and 2023, respectively, of the Company), which is the period in which the most recent financial information is available:

As of September 30,

Current assets $ 871,102 $ 1,219,682

Noncurrent assets $ 2,889,334 $ 3,142,660

Current liabilities $ 569,281 $ 749,894

Noncurrent liabilities $ 2,680,178 $ 2,695,446

Equity attributable to investee $ 510,977 $ 917,003

For the twelve months ended September 30

Revenues $ 3,131,138 $ 4,276,097

Cost of revenues $ 1,991,258 $ 2,608,203

Net loss attributable to investees $ ( 391,385 ) $ ( 276,813 )

As of December 31, 2024 and 2023, the fair value of the investment in Freedom VCM totaled zero and $ 287,043 , and is included in securities and other investments owned, at fair value in the consolidated balance sheets.

The change in fair value recorded in the statement of operations was an unrealized loss $ 287,043 for the year ended December 31, 2024 and an unrealized gain of $ 5,899 for the period from August 21, 2023 (date of investment) through December 31, 2023, respectively.

Babcock and Wilcox Enterprises, Inc, Equity Investment

The Company owns a 29.1 % 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 September 30, 2024 and 2023, correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company;

income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, 2024, 2023, and 2022, respectively, of the Company):

As of September 30,

Current assets $ 530,223 $ 542,300

Noncurrent assets $ 274,410 $ 294,979

Current liabilities $ 297,928 $ 393,539

Noncurrent liabilities $ 709,823 $ 585,430

Equity attributable to investee $ ( 203,694 ) $ ( 142,316 )

Noncontrolling interest $ 576 $ 626

For the twelve months ended September 30,

2024 2023 2022

Revenues $ 878,224 $ 1,022,064 $ 832,233

Cost of revenues $ 721,112 $ 795,422 $ 651,493

Loss from continuing operations $ ( 55,910 ) $ ( 23,484 ) $ ( 3,958 )

Net loss $ ( 59,482 ) $ ( 128,587 ) $ ( 2,052 )

Net loss attributable to investees $ ( 67,019 ) $ ( 143,591 ) $ ( 13,868 )

As of December 31, 2024 and 2023, the fair value of the investment in B&W totaled $ 45,012 and $ 40,072 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets.

Other Public Company Equity Investments

As of December 31, 2024, the Company no longer had significant influence related to the investment in Synchronoss Technologies, Inc.

("Synchronoss") since the Company's voting interest declined below 10 % and is no longer entitled to board representation on Synchronoss.

During the year ended December 31, 2024, the Company sold its entire equity investment in Alta Equipment Group, Inc.

In the prior year, at December 31, 2023, the Company had a voting interest of 14 % in Synchronoss Technologies, Inc.

and 11 % in Alta Equipment Group, Inc., and the Company had significant influence due to the equity ownership interest and board representation for both companies.

The Company elected to account for these equity investments under the fair value option.

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

income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, December 31, 2024, 2023 and 2022, respectively, of the Company), which is the period in which the most recent financial information is available:

Alta Equipment Group, Inc.

As of September 30, As of September 30,

2024 2023 2023

Current assets $ 77,940 $ 85,903 $ 784,300

Noncurrent assets $ 221,758 $ 275,304 $ 696,100

Current liabilities $ 41,553 $ 74,528 $ 569,800

Noncurrent liabilities $ 210,342 $ 166,673 $ 763,100

Equity attributable to investee $ 47,803 $ 120,006 $ 147,500

Alta Equipment Group, Inc.

For the twelve months ended September 30, For the twelve months ended September 30,

2024 2023 2022 2023 2022

Revenues $ 170,789 $ 234,699 $ 264,829 $ 1,783,900 $ 1,499,500

Cost of revenues $ 68,365 $ 82,167 $ 95,621 $ 1,298,900 $ 1,101,600

Net (loss) income attributable to investees $ ( 38,283 ) $ ( 45,468 ) $ ( 3,655 ) $ 7,100 $ 6,500

As of December 31, 2024 and 2023, the fair value of the equity investment in Synchronoss was $ 7,200 and $ 8,780 , respectively.

As of December 31, 2023 and 2022, the fair value of the equity investment in Alta Equipment Group, Inc.

was zero and $ 44,653 , respectively.

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

Other Equity Investments

As of December 31, 2024, the Company had other equity investments where the Company is considered to have the ability to exercise influence since the Company has representation on the board of directors or the Company is presumed to have the ability to exercise significant influence since the investment is more than minor and the limited liability company is required to maintain specific ownership accounts for each member.

The Company has elected to account for these equity investments under the fair value option.

These equity investments are comprised of equity investments in five private companies at December 31, 2024 and six private companies at December 31, 2023.

The following table contains summarized financial information for these companies, included below for purposes of the disclosure a quarter in arrears (balance sheet amounts as of September 30, 2024 and 2023, correspond to amounts as of December 31, 2024 and 2023, respectively, of the Company;

income statement amounts during the twelve months ended September 30, 2024, 2023, and 2022, correspond to amounts during the year ended December 31, 2024, 2023 and 2022, respectively, of the Company), which is the period in which the most recent financial information is available:

As of September 30,

Current assets $ 215,927 $ 281,610

Noncurrent assets $ 572,628 $ 627,858

Current liabilities $ 86,672 $ 150,114

Noncurrent liabilities $ 105,711 $ 277,638

Preferred stock $ — $ 4,500

Equity attributable to investee $ 596,172 $ 477,216

For the twelve months ended September 30,

2024 2023 2022

Revenues $ 428,564 $ 551,374 $ 114,941

Cost of revenue and expenses $ 320,364 $ 383,461 $ 55,780

Net (loss) income attributable to investees $ ( 43,372 ) $ 35,898 $ 6,146

As of December 31, 2024 and 2023, the fair value of these investments totaled $ 29,562 and $ 81,685 , respectively, and are included in securities and other investments owned, at fair value in the consolidated balance sheets.

(u) Goodwill and Other Intangible Assets

The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

Goodwill includes the excess of the purchase price over the fair value of net assets acquired in business combinations and the acquisition of noncontrolling interests.

ASC 350 – Intangibles - Goodwill and Other , as amended by Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No.

2017-04, Simplifying the Test for Goodwill Impairment, permits management to perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its corresponding carrying value.

If management determines the reporting unit's fair value is more likely than not less than its carrying value, a quantitative analysis will be performed to compare the fair value of the reporting unit with its corresponding carrying value.

The Company operates six reporting units, which are the same as its reporting segments described in Note 24 – Business Segments comprised of the Capital Markets segment, Wealth Management segment, Financial Consulting segment, Communications segment, the Consumer Products segment, the E-Commerce segment, and the All Other category.

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate.

In performing the annual review of goodwill and other intangible assets at December 31, 2024, qualitative factors indicated it could be more likely than not that the carrying value of goodwill and other intangible assets for the Nogin reporting unit could be impaired and the tradename for the Targus reporting unit could be impaired.

For the Targus reporting unit, there were also qualitative factors in performing the interim and annual analysis at June 30, 2024, December 31, 2023 and September 30, 2023 that indicated it could be more likely than not that the carrying value of goodwill and tradename for the Targus reporting unit could be impaired.

As more fully described in Note 10, based on the results of these analyses, the Company recorded non-cash impairment charges of $ 105,373 during the year ended December 31, 2024 which included impairment charges related to (a) indefinite lived assets of $ 84,345 related to goodwill and $ 5,000 related to tradenames and (b) $ 16,028 related to finite-lived intangible assets for customer relationships, internally developed software and other intangible assets, and trademarks.

The Company recorded non-cash impairment charges of $ 70,333 during the year ended December 31, 2023 which included impairment charges related to (a) indefinite lived assets of $ 53,100 related to goodwill and $ 15,500 related to tradenames and (b) $ 1,733 related to finite-lived tradename in the Capital Markets segment that was no longer used by the Company.

There were no impairments of goodwill or indefinite-lived intangibles identified during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company recognized $ 4,174 impairment of finite-lived intangibles representing the carrying amount of tradenames and software development costs as a result of the reorganization and consolidation activities in the Wealth Management segment and the Communications segment, which was included as a restructuring charge in the Company's consolidated statements of operations.

(v) Fair Value Measurements