BRC Group Holdings, Inc. 10-K/A

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. 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, 2025 our disclosure controls and procedures were not effective at the reasonable assurance level. Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). 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, 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. GAAP. 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. 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; (c) calculation of the income tax provision and related disclosures; (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: • 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; and (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 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. 71 Table of Contents 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: 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. 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. iii. Controls over the completeness and accuracy of information the Company produces, 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; (c) calculation of the income tax provision and related disclosures; (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. /s/ BDO USA, P.C. Los Angeles, California March 31, 2026 Item 9B. 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). Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 72 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. Item 11. EXECUTIVE COMPENSATION 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. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 73 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. The Company’s consolidated financial statements required to be filed in the Annual Report on the Form 10-K and the notes thereto, together with the report of the independent auditors on those consolidated financial statements and the effectiveness of internal control over financial reporting of the Company, are hereby filed as part of this report, beginning on page 87 . 2. Financial Statement Schedules. 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. 3. Exhibits Required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are field with, or incorporated by reference in, this report. (b) Exhibits and Index to Exhibits, below. (c) Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons. (c) Exhibit Index Incorporated by Reference Exhibit No. 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 8-K 2.1 3/7/2025 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 74 Table of Contents Incorporated by Reference Exhibit No. 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 3.4 Amendment to Amended and Restated Bylaws of Registrant, dated as of April 3, 2019 8-K 3.1 4/9/2019 3.5 Amendment to Amended and Restated Bylaws, dated as of January 1, 2026 8-K 3.2 1/2/2026 3.6 Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of Registrant 8-K 3.1 10/7/2019 3.7 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 3.9 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 4.0 Description of Registered Securities 10-K 4.29 5/16/2023 4.1 Form of common stock certificate 10-K 4.1 3/30/2015 4.2 Base Indenture, dated as of May 7, 2019, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 5/7/2019 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: RILYN) 8-K 4.3 9/23/2019 4.4 Form of 6.50% Senior Note due 2026 (NASDAQ: RILYN) (included in Exhibit 4.3) 8-K 4.3 9/23/2019 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: RILYT) 8-K 4.5 1/25/2021 4.6 Form of 6.00% Senior Note due 2028 (NASDAQ: RILYT) (included in Exhibit 4.5) 8-K 4.5 1/25/2021 75 Table of Contents Incorporated by Reference Exhibit No. 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: RILYK) 8-K 4.6 3/29/2021 4.8 Form of 5.50% Senior Note due 2026 (NASDAQ: RILYK) (included in Exhibit 4.6) 8-K 4.6 3/29/2021 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: RILYZ) 8-K 4.7 8/6/2021 4.10 Form of 5.25% Senior Note due 2028 (NASDAQ: RILYZ) (included in Exhibit 4.7) 8-K 4.7 8/6/2021 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: RILYG) 8-K 4.8 12/3/2021 4.12 Form of 5.00% Senior Note due 2026 (NASDAQ: RILYG) (included in Exhibit 4.8) 8-K 4.8 12/3/2021 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 4.14§ 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 8-K 10.1 4/1/2025 4.15§ Form of 8.00% Senior Secured Second Lien Note due 2028 8-K 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: RILYP) 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: RILYP) 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: RILYL) 8-K 4.1 9/4/2020 76 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 4.20 Form of Depositary Receipt (NASDAQ: RILYP) (included as Exhibit A to Exhibit 4.1) 8-K 4.1 10/7/2019 4.21 Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (NASDAQ: RILYL) 8-K 4.2 9/4/2020 4.22 Form of Depositary Receipt (NASDAQ: RILYL) (included as Exhibit A to Exhibit 4.1) 8-K 4.1 9/4/2020 10.1# Amended and Restated 2009 Stock Incentive Plan 10-Q 10.1 8/11/2015 10.2# Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement 10-Q 10.2 8/11/2015 10.3# Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement 10-Q 10.3 8/11/2015 10.4# Amendment to Amended and Restated 2009 Stock Incentive Plan 10-Q 10.4 11/1/2019 10.5# Management Bonus Plan 8-K 10.1 8/18/2015 10.6# 2018 Employee Stock Purchase Plan 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 10.10# B. Riley Securities Holdings, Inc. Stock Incentive Plan S-1 10.10 2/10/2026 10.11# B. 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 8-K 10.1 12/27/2018 10.13 First Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement and Joinder, dated as of February 1, 2019 8-K 10.1 2/7/2019 10.14 Second Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated December 31, 2020 8-K 10.1 1/6/2021 77 Table of Contents Incorporated by Reference Exhibit No. 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 10-K 10.44 2/25/2022 10.16 Fourth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of June 21, 2022 10-Q 10.1 7/29/2022 10.17 Fifth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of March 15, 2024 10-Q 10.4 5/15/2024 10.18 Sixth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of April 9, 2024 10-Q 10.5 5/15/2024 10.19 Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of August 22, 2024 10-Q 10.11 2/21/2025 10.20 Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated as of September 6, 2024 10-Q 10.12 2/21/2025 10.21 Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 13, 2024 10-Q 10.13 2/21/2025 10.22 Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 20, 2024 10-Q 10.14 2/21/2025 10.23 Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 30, 2024 10-Q 10.15 2/21/2025 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 8-K 10.2 12/27/2018 10.27 Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated as of December 19, 2018 8-K 10.3 12/27/2018 10.28 Form of Director and Officer Indemnification Agreement 8-K 10.3 12/22/2021 10.29# 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 10.30# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the Registrant and Thomas J. Kelleher 8-K 10.2 4/14/2023 78 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.31# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the Registrant and Phillip J. Ahn 8-K 10.3 4/14/2023 10.32# Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the Registrant and Alan N. Forman 8-K 10.4 4/14/2023 10.33# Amendment No. 1, dated as of January 15, 2026, to Amended and Restated Employment Agreement, by and between the Registrant and Alan N. Forman 8-K 10.2 1/20/2026 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 10.35 Kenny Young Consulting Services Agreement , dated as of September 20, 2024 10-Q 10.20 2/21/2025 10.36# 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. Riley Financial, Inc., Babcock & Wilcox Enterprises, Inc. and Axos Bank 8-K 10.1 1/22/2024 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 10.40§ 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 10.41§ Great American Holdings LLC Second Amended and Restated Agreement , dated as of November 15, 2024 10-K 10.39 9/19/2025 10.42§ 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 10.43§ 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 79 Table of Contents Incorporated by Reference Exhibit No. 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 10-Q 10.2 1/14/2025 10.50 Eighth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of August 22, 2024 10-Q 10.16 2/21/2025 10.51 Ninth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 6, 2024 10-Q 10.17 2/21/2025 10.52 Tenth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 20, 2024 10-Q 10.18 2/21/2025 10.53 Eleventh Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 30, 2024 10-Q 10.19 2/21/2025 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 10-K 10.53 9/19/2025 10.56§ 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 10.57§ 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-Q 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 8-K 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 8-K 10.1 1/20/2026 80 Table of Contents Incorporated by Reference Exhibit No. 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 8-K 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 8-K 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 10-K 10.63 3/31/2026 10.64§ Form of Warrant, for warrants issued to Holbrook Income Fund, dated March 26, 2025 8-K 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 8-K 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-K 10.66 3/31/2026 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 10.68§ Registration Rights Agreement by and between B. Riley Financial, Inc., and Annuity Investors Life Insurance Company, C.M. Life Insurance Company, Massachusetts Mutual Life Insurance Company, and MassMutual Ascend Life Insurance Company, dated as of May 21, 2025 8-K 10.2 5/28/2025 10.69§ 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-K 10.71 3/31/2026 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 81 Table of Contents Incorporated by Reference Exhibit No. 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 10.75§ 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 10.78§ 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 10.79§ 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 10.80§ 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 10.81§ 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 10.82§ 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 10.83§ 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 82 Table of Contents Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.84§ 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 10.85§ 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 8-K 10.1 8/26/2025 14.1 Code of Business Conduct and Ethics 8-K 14.1 5/30/2023 19.1 Insider Trading Policy 10-K 19.1 3/31/2026 21.1 Subsidiary List 10-K 21.1 3/31/2026 23.1* Consent of BDO USA, P.C. 23.2* Consent of Marcum LLP 83 Table of Contents Incorporated by Reference Exhibit No. 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 31.2* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 31.3* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 32.1** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.3** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1# Clawback Policy 10-K 97.1 4/24/2024 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _________________________________ * Filed herewith. ** Furnished herewith. # Management contract or compensatory plan or arrangement. § In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 84 Table of Contents † 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. Item 16. FORM 10-K SUMMARY None. 85 Table of Contents SIGNATURES 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. BRC Group Holdings, Inc. Date: March 31, 2026 /s/ SCOTT YESSNER (Scott Yessner, Executive Vice President and Chief Financial Officer) 86 Table of Contents BRC GROUP HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Numbers 243 and 688 ) 88 Consolidated Balance Sheets 92 Consolidated Statements of Operations 94 Consolidated Statements of Comprehensive Income (Loss) 96 Consolidated Statements of Equity (Deficit) 97 Consolidated Statements of Cash Flows 98 Notes to Consolidated Financial Statements 101 87 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 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 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 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. 88 Table of Contents 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. 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 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. 89 Table of Contents 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. 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 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. • 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 Targus/FGI Credit Agreement. 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. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2025. Los Angeles, California March 31, 2026 90 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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 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. /s/ Marcum LLP We have served as the Company’s auditor from 2009 to 2025. Melville, NY September 19, 2025 (January 29, 2026, as to the effects of discontinued operations) 91 Table of Contents PART IV. FINANCIAL INFORMATION Item 15. Financial Statements. BRC GROUP HOLDINGS, INC. Consolidated Balance Sheets (Dollars in thousands, except share and par value) December 31, 2025 December 31, 2024 Assets Assets: 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 ($ 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 $ 6,108 and $ 6,100 55,473 68,653 Due from related parties — 189 Loans receivable, at fair value ($ 2,835 and $ 51,902 from related parties) 26,303 90,103 Equity investments 90,433 85,487 Prepaid expenses and other assets ($ — and $ 3,449 from related parties (1) ) 128,650 157,429 Operating lease right-of-use assets 32,109 51,509 Property and equipment, net 17,606 18,679 Goodwill 392,687 392,687 Other intangible assets, net 118,290 146,446 Deferred income taxes 763 13,598 Assets held for sale (Note 5) — 84,723 Assets of discontinued operations (Note 5) 2,221 70,373 Total assets $ 1,706,592 $ 1,783,263 Liabilities and Equity (Deficit) Liabilities: Accounts payable $ 41,463 $ 51,238 Accrued expenses and other liabilities (1) ($ 6,400 and $ — at fair value) 154,780 185,745 Deferred revenue 49,907 58,148 Deferred income taxes 4,109 5,462 Due to related parties and partners — 3,404 Securities sold not yet purchased, at fair value 9,809 5,675 Securities loaned 97,321 27,942 Operating lease liabilities 40,902 58,499 Notes payable — 28,021 Loan participations sold — 6,000 Revolving credit facility 6,638 16,329 Term loans, net 119,297 199,429 Senior notes payable, net 1,301,798 1,530,561 92 Table of Contents December 31, 2025 December 31, 2024 Liabilities held for sale (Note 5) — 41,505 Liabilities of discontinued operations (Note 5) 830 21,321 Total liabilities 1,826,854 2,239,279 Commitments and contingencies (Note 30) BRC Group Holdings, Inc. stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 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; 30,597,066 and 30,499,931 shares issued and outstanding 3 3 Additional paid-in capital 598,022 589,387 Accumulated deficit ( 763,286 ) ( 1,070,996 ) Accumulated other comprehensive loss ( 6,272 ) ( 6,569 ) Total BRC Group Holdings, Inc. stockholders’ deficit ( 171,533 ) ( 488,175 ) Noncontrolling interests (1) 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. 93 Table of Contents BRC GROUP HOLDINGS, INC. Consolidated Statements of Operations (Dollars in thousands, except share and per share data) Year Ended December 31, 2025 2024 Revenues: Services and fees ($ 12,543 and $ 18,575 from related parties) $ 633,836 $ 783,304 Trading gains (losses), net 125,530 ( 57,007 ) Fair value adjustments on loans ($ 2,061 and $( 328,671 ) from related parties) ( 448 ) ( 325,498 ) Interest income - loans ($ 1,910 and $ 33,186 from related parties) 10,574 54,141 Interest income - securities lending 6,993 70,862 Sale of goods 191,114 220,619 Total revenues 967,599 746,421 Operating expenses: Direct cost of services 139,417 213,901 Cost of goods sold 145,364 167,634 Selling, general and administrative expenses 599,748 689,410 Restructuring charge (Note 22) 195 1,522 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 income (loss) 75,581 ( 497,547 ) Other income (expense): Interest income 3,710 3,600 Dividend income 1,818 4,462 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 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 ) 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 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 income (loss) available to common shareholders $ 299,355 $ ( 772,334 ) 94 Table of Contents Year Ended December 31, 2025 2024 Basic net income (loss) per common share: Continuing operations $ 7.48 $ ( 30.38 ) Discontinued operations $ 2.32 $ 4.92 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 income (loss) per common share $ 9.80 $ ( 25.46 ) Weighted average basic common shares outstanding 30,555,258 30,336,274 Weighted average diluted common shares outstanding 30,555,258 30,336,274 The accompanying notes are an integral part of these consolidated financial statements. 95 Table of Contents BRC GROUP HOLDINGS, INC. Consolidated Statements of Comprehensive Income (Loss) (Dollars in thousands) Year Ended December 31, 2025 2024 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 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. 96 Table of Contents BRC GROUP HOLDINGS, INC. Consolidated Statements of Equity (Deficit) (Dollars in thousands, except share and per share data) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Noncontrolling Interests Total Equity (Deficit) Shares Amount Shares Amount 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, net of shares withheld for employer taxes — — 325,961 — ( 3,218 ) — — — ( 3,218 ) Common stock issued upon exercise of warrants — — 200,000 — 653 — — — 653 Common stock issued in extinguishment of senior notes — — 36,903 — 1,011 — — — 1,011 Share based payments — — — — 18,774 — — — 18,774 Share based payments in equity of subsidiary — — — — 140 — — — 140 Vesting of shares in equity of subsidiary — — — — ( 143 ) — — 143 — Dividends on common stock ($ 1.00 per share), net of forfeitures — — — — — ( 17,377 ) — — ( 17,377 ) 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 ) Distributions to noncontrolling interests — — — — — — — ( 9,119 ) ( 9,119 ) Contributions from noncontrolling interests — — — — — — — 3,947 3,947 Acquisition of noncontrolling interests — — — — — — — 4,650 4,650 Disposition of noncontrolling interests — — — — — — — ( 25,246 ) ( 25,246 ) Other comprehensive loss — — — — — — ( 6,798 ) — ( 6,798 ) 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. 97 Table of Contents BRC GROUP HOLDINGS, INC. Consolidated Statements of Cash Flows (Dollars in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities (1) : 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 losses on accounts receivable 4,021 5,993 Share-based compensation 13,974 19,054 Fair value and remeasurement adjustments ($( 2,061 ) and $ 328,671 from related parties) ( 15,956 ) 327,630 Non-cash interest and other ($( 268 ) and $( 32,256 ) from related parties) 10,951 ( 23,259 ) Depreciation of rental merchandise 13,068 15,092 Net foreign currency gains ( 473 ) ( 247 ) Income from equity investments ( 34,996 ) ( 31 ) Dividends from equity investments 397 159 Deferred income taxes 11,482 25,888 Impairment of goodwill and tradenames 1,500 105,373 Gain on disposal of discontinued operations ( 66,795 ) ( 217,504 ) (Gain) loss on sale or disposal of fixed assets and other ( 1,021 ) 143 Gain on sale and deconsolidation of businesses ( 86,213 ) ( 306 ) Loss on extinguishment of debt 21,298 19,158 Gain on senior note exchange ( 67,208 ) — Income allocated and fair value adjustment for mandatorily redeemable noncontrolling interests — 1,170 Change in operating assets and liabilities: Amounts due to/from clearing brokers ( 20,288 ) 20,622 Securities and other investments owned ( 165,366 ) 699,616 Securities borrowed ( 71,915 ) 2,827,917 Accounts receivable 6,789 2,230 Prepaid expenses and other assets ($( 3,449 ) and $ 8,353 from related parties) 4,439 26,040 Accounts payable, accrued expenses and other liabilities ( 24,622 ) ( 14,120 ) Amounts due to/from related parties and partners ( 3,303 ) ( 1,250 ) Securities sold not yet purchased 4,134 ( 2,926 ) Deferred revenue ( 8,202 ) ( 11,993 ) Securities loaned 69,135 ( 2,831,364 ) Net cash (used in) provided by operating activities ( 59,711 ) 263,551 98 Table of Contents Year Ended December 31, 2025 2024 Cash flows from investing activities (1) : Purchases of loans receivable ($ 78,458 and $ 57,615 from related parties) ( 125,755 ) ( 118,721 ) Repayments of loans receivable ($ 123,419 and $ 74,770 by related parties) 183,527 149,047 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 $ — and $ 604 cash acquired — ( 19,142 ) 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 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 114,032 — Sale of Great American Group — 167,064 Sale of Brands Interests, net of $( 585 ) cash sold — 234,050 Purchases of equity and other investments ( 6,621 ) ( 1,065 ) Net cash provided by investing activities 311,482 440,534 Cash flows from financing activities (1) : Proceeds from revolving line of credit 132,440 89,274 Repayment of revolving line of credit ( 142,131 ) ( 116,746 ) Proceeds from note payable 850 15,000 Repayment of notes payable and other ( 13,740 ) ( 6,653 ) Proceeds from term loan 235,550 — Repayment of term loan ( 318,253 ) ( 444,770 ) 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 ) Payment of contingent consideration ( 1,424 ) ( 12,921 ) ESPP and payment of employment taxes on vesting of restricted stock — ( 3,218 ) Common dividends paid — ( 33,731 ) Preferred dividends paid — ( 8,060 ) Distributions to noncontrolling interests ( 4,283 ) ( 10,747 ) Contributions from noncontrolling interests — 3,947 Proceeds from exercise of warrants — 653 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) 202 ( 9,301 ) 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 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 99 Table of Contents Year Ended December 31, 2025 2024 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 115,844 — Redemption of 6.50 % senior notes due September 2026 2,061 — Redemption of 5.00 % senior notes due December 2026 146,448 — Redemption of 6.00 % senior notes due January 2028 51,134 — Redemption of 5.25 % senior notes due August 2028 39,486 — Issuance of 8.00 % new notes due January 2028 277,007 — Redemption of 6.375 % senior notes due February 2025 — 1,130 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. 100 Table of Contents BRC GROUP HOLDINGS, INC. (Dollars in thousands, except share and per share data) NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS 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) 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. Liquidity 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 101 Table of Contents 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 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 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(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, 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 significantly differ. (c) Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. 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 102 Table of Contents 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 103 Table of Contents 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. 104 Table of Contents (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. 105 Table of Contents (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. (p) Leases 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 . 106 Table of Contents (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, 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 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. 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. 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. The Company maintains relationships with a broad group of banks and broker-dealers to facilitate the sourcing, borrowing and lending of equity and fixed income securities in a “matched book” to limit the Company’s exposure to fluctuations in the market value or securities borrowed and securities loaned. Wealth Management segment Fees from wealth management asset advisory services consist primarily of investment advisory fees that are recognized over the period the performance obligation for the services is provided. Investment advisory and asset management fees are primarily comprised of fees for investment services and are generally based on the dollar amount of the assets being managed. Investment advisory fee revenues as a principal registered investment advisor (“RIA”) are recognized on a gross basis. 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. Revenues from sales and trading are recognized when the performance obligation is satisfied and include commissions resulting from equity securities transactions executed as agent and are recorded on a trade date basis. Fees from sales and trading are generally received on a weekly basis. 107 Table of Contents 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; revenues from custom, vanity and Canadian phone numbers; and revenues from usage of prepaid international minutes; revenues from access and wholesale charges; 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 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. 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. 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. The transaction price for devices is allocated between equipment and service based on stand-alone selling prices. Revenues allocated to devices are recognized upon delivery (when control transfers to the customer), and service revenue is recognized ratably over the service term. 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. 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. 108 Table of Contents 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. UOL segment 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. 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. 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. 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. Consumer Products segment Revenues in the Consumer Products segment primarily consist of the global sales of notebook computer carrying cases and computer accessories. Global sales of consumer goods to customers are subject to contracts that contain a single performance obligation and revenue is recognized at a point in time when control of the product transfers to the customer which is generally upon product shipment. Customers consist primarily of equipment manufacturers, distributors (servicing resellers and corporate end-customers), and retailers. Consignment customers represent retailers that are in possession of the Company’s inventory but that inventory is owned by the Company until sold. As such, consignment revenue is recognized when the retail sale is reported by the customer. Generally, the terms of the contracts for the sale of global goods do not allow for a right of return except for matters related to products with defects or damages. 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, 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. 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. At the end of each rental term, the customer may renew the agreement for the next rental term by making a payment in advance. 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 109 Table of Contents 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. All prior rental payments are nonrefundable. Merchandise sales are from merchandise purchased upfront through a point-of-sale transaction. In addition, rental customers may exercise an early purchase option to buy the merchandise at a fixed discount to the total contractual price at any point in the lease term as established in the original rental agreement. Revenue from merchandise sales and early purchase option is recognized at the point in time when payment is received and ownership of the merchandise passes to the customer. Any remaining net value of the merchandise is recorded to cost of sales at the time of the 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. 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. 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. 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. 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 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 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. 110 Table of Contents 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 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 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. Advertising costs totaled $ 6,909 and $ 7,206 during the years ended December 31, 2025 and 2024, respectively. Advertising expense is included as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. (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. 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 111 Table of Contents 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. 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. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect during the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. (w) Foreign Currency Translation The Company transacts business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Transaction gains were $ 294 , and $ 2,843 , during the years ended December 31, 2025 and 2024, respectively. These amounts are included in the “Selling, general and administrative expenses” line item in the Company’s consolidated statements of operations. (x) Noncontrolling Interests Non-redeemable noncontrolling interest represents the portion of equity in a subsidiary that is not attributable, directly or indirectly, to the Company. The Company’s non-redeemable noncontrolling interest relates to the equity ownership interest of consolidated subsidiaries that it does not own. The initial fair value of the noncontrolling interest is determined by a weighing of the discounted cash flow method and market approach. The discounted cash flow method utilized five-year discrete projections of the operating results, working capital and depreciation and capital expenditures, along with a residual value subsequent to the discrete period. The five-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated required return on equity for market participants at the time of the analysis. The market approach included significant estimates using guideline public company data to identify an appropriate market multiple of earnings before income taxes in estimating the fair value of the noncontrolling interest. Refer to Note - 20 - Noncontrolling Interests. 112 Table of Contents (y) Derivatives Certain contracts may contain explicit terms that affect some or all of the cash flows or the value of other exchanges required by the contract. When these embedded features in a contract act in a manner similar to a derivative financial instrument and are not clearly and closely related to the economic characteristics of the host contract, the Company bifurcates the embedded feature and accounts for it as an embedded derivative asset or liability. Embedded derivatives are measured at fair value with changes in fair value reported in the “Other income (expense)” section in our consolidated statements of operations. Refer to Note 18 - Term Loans and Revolving Credit Facility. (z) Warrant Liabilities Warrants that do not meet the criteria for equity classification are recorded as liabilities. Warrant liabilities are measured at fair value and included in the “Accrued expenses and other liabilities” line item in the accompanying consolidated balance sheets. Changes in fair value of the warrant liabilities are reported in the “Other income (expense)” section in our consolidated statements of operations. Refer to Note 18 - Term Loans and Revolving Credit Facility and Note 26(b) - Common Stock Warrants . (aa) Contingent Consideration Contingent consideration is comprised of contractual earnouts or milestones in connection with the Company’s purchase of businesses and is initially recorded as purchase consideration in the purchase price allocation with a corresponding liability at the acquisition date measured at fair value with valuation methodologies as described in Note 6 - Fair Value Measurements. Subsequent changes in the fair value of contingent consideration during the reporting period are recognized in selling, general and administrative expenses in the Company’s accompanying consolidated statements of operations. (ab) Transfer of Financial Assets As discussed in more detail in Note 5 - Discontinued Operations and Assets Held for Sale, the Company’s controlling and noncontrolling equity interest in assets and certain intellectual properties related to the Brands Transaction were contributed and transferred to a securitization financing vehicle in exchange for consideration upon sale. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that preclude it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets. Transfers of assets accounted for as sales are derecognized from the consolidated balance sheets at the time of transfer, and assets and liabilities incurred in connection with transfers reported as sales are initially recognized in the consolidated balance sheets at fair value. Gains and losses stemming from transfers reported as sales are included in the “Income from discontinued operations, net of income taxes” line item in the accompanying consolidated statements of operations. (ac) Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. In the prior year period, gain on sale of businesses of $ 306 for the year ended December 31, 2024 was previously included in “Change in fair value of financial instruments and other” and is now included in “Gain on sale and deconsolidation of businesses” line items in the consolidated statements of operations to conform to the current period presentation. In addition, in the prior year period, equity investments of $ 85,487 as of December 31, 2024 was previously included in “Prepaid expenses and other assets” and is now included in “Equity investments” line item in the consolidated balance sheets to conform to the current period presentation. Certain prior-year amounts have also been reclassified to conform to the current-year’s presentation as a result of discontinued operations and held for sale; see Note 5 - Discontinued Operations and Assets Held for Sale. These reclassifications had no effect on previously reported net income (loss), total assets, total liabilities, or stockholders’ equity (deficit). 113 Table of Contents (ad) Recent Accounting Standards Not yet adopted In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other Internal Use Software . This ASU was issued to modernize the accounting for software costs by removing references to prescriptive and sequential software development stages and providing an updated framework for capitalizing internal software costs. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets . This ASU provides a practical expedient that simplifies the estimation of credit losses on accounts receivable and contract assets arising from transactions accounted for under ASC 606 - Revenue from Contracts with Customers by assuming that current conditions as of the balance sheet date do not change for the remaining life of these assets when estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The adoption of this ASU is not anticipated to have a material impact on the Company’s financial position, results of operations, or cash flows. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses . This ASU requires additional expense disclosures by public entities in the notes to the financial statements. The ASU outlines the specific costs that are required to be disclosed which include such costs as: purchases of inventory, employee compensation, depreciation, intangible asset amortization, selling costs, and depreciation, depletion, and amortization related to oil and gas production. It also requires qualitative descriptions of the amounts remaining in the relevant expense income statement captions that are not separately disaggregated quantitatively in the notes to the financial statements and the entity’s definition of selling expenses. The disclosures are required for each interim and annual reporting period. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Claiming the Effective Date, which clarified the effective date for entities that do not have an annual reporting period that ends on December 31 st . The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. Recently adopted On January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures on a prospective basis. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and requires companies to provide more information about the reconciling items in some categories if a quantitative threshold is met. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements. NOTE 3 — VARIABLE INTEREST ENTITIES On August 21, 2023, in connection with the FRG take-private transaction, one of the Company’s subsidiaries (the “Lender”) and an affiliate of Mr. Kahn (the “Kahn Borrower”) entered into an amended and restated a promissory note as discussed further in Note 7 - Securities and Other Investments Owned and Securities Sold Not Yet Purchased and Note 10 - Loans Receivable, At Fair Value. The Company was not involved in the design of the Kahn Borrower, has no equity financial interest, and has no rights to make decisions or participate in the management of the Kahn Borrower that significantly impact the economics of the Kahn Borrower. Since the Company does not have the power to direct the activities of the Kahn Borrower, the Company is not the primary beneficiary and therefore does not consolidate the Kahn Borrower. The promissory note is included in “Loans receivable, at fair value” in the Company’s accompanying consolidated financial statements and is a variable interest in accordance with the accounting guidance. As of 114 Table of Contents December 31, 2025 and 2024, the maximum amount of loss exposure to the VIE on a fair value basis was $ 1,835 and $ 2,057 , respectively. The Company has entered into agreements to provide investment banking and advisory services to numerous investment funds (the “Funds”) that are considered variable interest entities under the accounting guidance. The Company earns fees from the Funds in the form of placement agent fees and carried interest. For placement agent fees, the Company receives a cash fee of generally 7 % to 10 % of the amount of raised capital for the Funds and the fee is recognized at the time the placement services occurred. The Company receives carried interest as a percentage allocation ( 8 % to 15 %) of the profits of the Funds as compensation for asset management services provided to the Funds and it is recognized under the ownership model of ASC 323 - Investments - Equity Method and Joint Ventures as an equity method investment with changes in allocation recorded currently in the results of operations. As the fee arrangements under such agreements are arm’s length and contain customary terms and conditions and represent compensation that is considered fair value for the services provided, the fee arrangements are not considered variable interests and accordingly, the Company does not consolidate such VIEs. Placement agent fees attributable to such arrangements during the years ended December 31, 2025 and 2024 were zero and $ 866 , respectively, and are included in the “Services and fees” line item in the accompanying consolidated statements of operations. The carrying amounts included in the Company’s consolidated financial statements related to variable interests in VIEs that were not consolidated are shown below. December 31, 2025 December 31, 2024 Loans receivable, at fair value $ 17,294 $ 28,193 Other assets 3,500 3,359 Maximum exposure to loss $ 20,794 $ 31,552 Bicoastal Alliance, LLC (“Bicoastal”) On May 3, 2024, as part of the acquisition of Nogin, the Company acquired a 50 % equity interest in Bicoastal through a wholly owned subsidiary of Nogin. Bicoastal is a holding company designed to manage the investments, including strategy and operations, for two brand apparel operating companies. The Company determined Bicoastal is a variable interest entity as it does not have sufficient resources to carry out its management activities without additional financial support. The Company determined that it has the power to direct the activities that most significantly impact Bicoastal’s economic performance, has more equity capital at risk, and is expected to continue to fund operations. Therefore, the Company determined that it is the primary beneficiary of Bicoastal and has reported its investment in the assets and liabilities in the accompanying consolidated balance sheets and consolidated its results into the Company’s consolidated statements of operations. On August 14, 2024, Bicoastal entered into an agreement to acquire the remaining 50 % equity interest upon paydown of a $ 700 note payable to the noncontrolling interest noteholder with a final repayment date and equity ownership interest transfer date of June 30, 2025. On March 31, 2025, the Company signed a Deed of Assignment for the Benefit of Creditors (“ABC”), (i) pursuant to which all of the assets of Nogin were transferred to an assignee for the benefit of Nogin’s creditors, and (ii) which provides the assignee the right to, among other things, sell or dispose of such assets and settle all claims against Nogin. The Company will no longer control or own the assets of Nogin or have any remaining or future obligations to Nogin’s creditors. The results of operations were deconsolidated on March 31, 2025 and are no longer reported in the Company’s financial statements after March 31, 2025. Management does not expect any recovery of the Company’s investment in Nogin. Subsequent to March 31, 2025, certain of Nogin’s creditors filed an involuntary petition for relief under chapter 7 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New York and an order for relief was entered to move the ABC to a liquidation. A gain of $ 28,411 was recognized during the year ended December 31, 2025 from deconsolidation of Nogin, which is included in the “Gain on sale and deconsolidation of businesses” line item in the accompanying consolidated statements of operations. 115 Table of Contents BRC Partners Opportunity Trust (“BRC Trust”) BRC Trust was formed on January 6, 2025, for the purpose of transferring the assets and liabilities of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRCPOF”), and liquidating the transferred net assets. BRCPOF transferred its assets and liabilities upon formation of the BRC Trust. The Company determined that the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company and its related parties which own 13.4 % and 58.2 % (see Note 28 - Related Party Transactions), respectively, of the equity interest in the BRC Trust. As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidates the BRC Trust upon formation on January 6, 2025. Additionally, the BRC Trust does not meet the definition of a business and the initial consolidation of the BRC Trust did not result in a gain or loss upon initial consolidation. The carrying amounts and classification of the assets, liabilities and noncontrolling interest of the BRC Trust as of December 31, 2025 and formation on January 6, 2025, are as follows: December 31, 2025 January 6, 2025 Assets Cash and cash equivalents $ 446 $ 359 Securities and other investments owned, at fair value 682 577 Loans receivable, at fair value — 10,276 Prepaid expenses and other assets 3,737 3,497 Total assets $ 4,865 $ 14,709 Liabilities Accrued expenses and other liabilities $ 28 $ 290 Total liabilities $ 28 $ 290 Noncontrolling interest $ 4,192 $ 12,494 B. Riley Securities Holdings, Inc. On March 10, 2025, a merger subsidiary of the Company's wholly-owned subsidiary B. Riley Securities Holdings, Inc. (“BRSH”) merged with a shell corporation traded on the OTC exchange. The shell corporation survived the transaction as a wholly-owned subsidiary of B. Riley Securities Holdings as more fully described in Note 20 – Noncontrolling interests. The shell corporation did not meet the definition of a business, since it did not have any assets, liabilities, or operations. The Company concluded that it has a variable interest in the shell corporation on the basis the Company owns substantially all the outstanding common stock in the shell corporation. The shell corporation is a variable interest entity since its equity at risk is considered insufficient to finance its activities without additional support. As a result, the Company was determined to be the primary beneficiary and consolidates the shell corporation. The shell remains dormant, and the Company does not have any obligations to the shell corporation to provide financial support. The consideration paid in connection with the merger consisted of $ 1,575 of common stock of BRSH, which represented the fair value of the 0.6 % of outstanding common stock of BRSH. The Company recognized a loss of $ 1,575 on the initial recognition of a variable interest entity, which represented the fair value of the noncontrolling interest in BRSH that was issued to the investors in the shell corporation on March 10, 2025. NOTE 4 — ACQUISITIONS On May 3, 2024, one of the Company’s wholly owned subsidiaries completed the acquisition of Nogin for a total purchase consideration of approximately $ 56,370 , which consisted of $ 37,700 in DIP financing and an additional $ 18,670 in cash consideration. To fund the $ 18,670 in cash consideration, contemporaneous with the closing, the acquired company issued $ 15,000 of convertible debt. In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $ 56,028 and other intangible assets of $ 17,350 , were recorded as a result of the 116 Table of Contents acquisition. The acquisition complements the Company’s principal investments strategy and offers potential growth to the Company’s portfolio of principal investments. The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $ 2,425 and included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024. Goodwill recognized from the acquisition of Nogin is tax deductible. The fair value of acquisition consideration and purchase price allocation were as follows: Consideration paid: Cash $ 18,670 Credit bid - Settlement of DIP Facility 37,700 Total Consideration $ 56,370 Assets acquired and liabilities assumed: Cash and cash equivalents $ 604 Accounts receivable 421 Prepaid and other assets 6,826 Operating lease right-of-use assets 740 Property and equipment 400 Other intangible assets 17,350 Deferred income taxes 227 Accounts payable ( 9,731 ) Accrued expenses and other liabilities ( 10,309 ) Deferred revenue ( 95 ) Operating lease liabilities ( 740 ) Note payable ( 700 ) Net assets acquired and liabilities assumed 4,993 Goodwill 56,028 Noncontrolling interest ( 4,651 ) Total $ 56,370 During the year ended December 31, 2024, goodwill for Nogin increased by $ 1,636 related to certain purchase price accounting adjustments. The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets: Category Useful life Fair Value Customer relationships 9 Years $ 10,300 Internally developed software and other intangibles 8 Years 3,950 Trademarks 10 Years 3,100 Total $ 17,350 The Company had entered into a Chapter 11 Restructuring Support Agreement (“RSA”) with Nogin prior to the acquisition date. As part of Nogin’s Chapter 11 restructuring activities, it ceased the sale of brand apparel merchandise and elimination of warehousing and other costs associated with the inventory, among other things. The Company has determined that the preparation of pro forma financial information would be impracticable due to the significant estimates of amounts needed to reflect Nogin’s historical financial information with its operations emerging from bankruptcy. 117 Table of Contents On March 31, 2025, the Company signed a Deed of ABC, (i) pursuant to which all of the assets of Nogin were transferred to an assignee for the benefit of Nogin’s creditors, and (ii) which provides the assignee the right to, among other things, sell or dispose of such assets and settle all claims against Nogin. The Company will no longer control or own the assets of Nogin, and the results of operations were deconsolidated on March 31, 2025 and are no longer reported in the Company’s financial statements after March 31, 2025. Management does not expect any recovery of the Company’s investment in Nogin. Subsequent to March 31, 2025, certain of Nogin’s creditors filed an involuntary petition for relief under chapter 7 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New York and an order for relief was entered to move the ABC to a chapter 7 liquidation. Valuation Assumptions for Purchase Price Allocation Our valuation assumptions used to value the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property and equipment, and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired are primarily comprised of customer relationships, trademarks, and developed technology. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations. The estimated fair value of the customer relationships is determined using the multi-period excess earnings method and the estimated fair value of trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible assets using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. NOTE 5 — DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE Assets Held For Sale Wealth Management On October 31, 2024, the Company signed a definitive agreement to sell a portion of the Company’s (W-2) Wealth Management business to Stifel Financial Corp. (“Stifel”) for estimated net consideration based on the number of advisors that join Stifel at closing, among other things. Upon closing the transaction on April 4, 2025, the sale was completed for net cash consideration of $ 26,037 , representing 36 financial advisors whose managed accounts represent approximately $ 4.0 billion, or 23.6 %, of total assets under management (“AUM”) as of the close of the transaction. A gain of $ 5,372 was recognized on April 4, 2025 in connection with the completion of the sale and is included in the “Gain on sale and deconsolidation of businesses” line item in the accompanying consolidated statements of operations for the year ended December 31, 2025. Atlantic Coast Recycling On March 3, 2025, the Company and BR Financial Holdings, LLC (“BRFH”), B. Riley Environmental Holdings, LLC, and other indirect subsidiaries of the Company which included the Atlantic Companies, entered into the MIPA, whereby the interests owned by BRFH and the minority holders were sold to a third party in accordance with the terms of the MIPA on March 3, 2025. The interests were sold to the third party on March 3, 2025 for a purchase price of $ 102,478 , subject to certain adjustments and a holdback amount pending receipt of a certain third party consent, resulting in cash proceeds of $ 68,638 to the Company after adjustments for amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items directly attributable to the closing of the transaction. Of the $ 68,638 of cash proceeds received by the Company, approximately $ 22,610 was used to pay interest, fees, and principal on the Credit Facility entered into with Oaktree Capital Management, L.P. (“Oaktree”) on February 26, 2025. A gain of $ 52,430 was recognized during the year ended December 31, 2025 from this sale which is included in the “Gain on sale and deconsolidation of businesses” line item in the accompanying consolidated statements of operations. The Company determined that the assets and liabilities associated with the Wealth Management and Atlantic Coast Recycling transactions met the criteria under ASC 360, Impairment and Disposal of Long-Lived Assets to be classified as held for sale as of December 31, 2024. The assets and liabilities for both transactions are presented in the consolidated balance sheets as assets held for sale and liabilities held for sale. Operating results from the disposal groups comprising the 118 Table of Contents Wealth Management business and Atlantic Coast Recycling contributed to the operating incomes of the Wealth Management segment and Corporate and All Other category, respectively, for the year ended December 31, 2025. Assets and liabilities held for sale consist of the following: As of December 31, 2024 Wealth Management Atlantic Coast Recycling Total Assets Held for Sale Cash and cash equivalents $ — $ 1,324 $ 1,324 Accounts receivable, net of allowance of $ 18 — 3,698 3,698 Prepaid expenses and other assets 3,704 2,427 6,131 Operating lease right-of-use assets 512 21,127 21,639 Property and equipment, net 71 22,799 22,870 Goodwill 13,861 3,280 17,141 Other intangible assets, net 2,678 9,242 11,920 Total assets held for sale $ 20,826 $ 63,897 $ 84,723 Liabilities Held for Sale Accounts payable $ — $ 1,410 $ 1,410 Accrued expenses and other liabilities — 13,290 13,290 Operating lease liabilities 525 24,371 24,896 Notes payable — 1,909 1,909 Total liabilities held for sale $ 525 $ 40,980 $ 41,505 Discontinued Operations The Company presents a disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, that represents a strategic shift that has or will have a major effect on the Company’s operations and financial results as discontinued operations when the components meet the criteria to be classified as held for sale. The following operations have been presented as discontinued operations. Brands Transaction On October 25, 2024, the Company completed a transaction whereby the Company contributed and transferred its controlling equity interest in the assets and intellectual properties related to the licenses of Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette Lepore (“Six Brands”), which were previously consolidated in the Company’s financial statements, and the noncontrolling equity interests the Company owned in the assets and intellectual properties of Hurley, Justice, and Scotch & Soda (collectively with Six Brands the “Brands Interests”), which the Company had elected to account for the equity investments under the fair value option, into a securitization financing vehicle in exchange for $ 189,300 in net proceeds. The Company accounted for this transfer of financial assets as a sale. During the year ended December 31, 2024, upon deconsolidation of the Six Brands, the Company recognized a loss on disposal of discontinued operations of $( 40,782 ) and the Company recognized a write-down in the fair value of the equity investments in Hurley, Justice, and Scotch & Soda of $( 87,810 ) that was reported in realized and unrealized (losses) gains on investments in discontinued operations. In addition, the Company’s ownership interest in the Brand Interests will be reported as a noncontrolling equity investment that is estimated to have a nominal value as a result of the liquidation preferences and notes that were issued as part of the secured financing. Additionally, in connection with the Brands Interests contribution and transfer noted above, the Company entered into a membership interest purchase agreement dated October 25, 2024, whereby the Company’s subsidiary bebe sold its limited liability company equity interests in BB Brand Holdings and BKST Brand Management (the “bebe Brands”), which the Company had elected to account for the equity investments in the bebe Brands under the fair value option for $ 46,624 in net cash proceeds. During the year ended December 31, 2024 the Company recognized a write-down in fair value of 119 Table of Contents equity investment in the bebe Brands of $( 21,386 ) that is reported in realized and unrealized (losses) gains on investments in discontinued operations below. Upon closing of the bebe Brands sale, proceeds of $ 22,188 were used to pay off the then outstanding balance of the bebe Credit Agreement in full (see Note 18 - Term Loans and Revolving Credit Facility) and $ 224 of loan-related pay off expenses. Collectively, the bebe Brands sale and the contribution and transfer of Brands Interest comprise the Brands Transaction. The Brands Interests and bebe Brands were historically reported within Corporate and All Other category - generating operating revenues from the Company’s majority owned subsidiary that licenses the trademarks and intellectual properties from Six Brands. The bebe Brands equity investments also generated other income from dividends the Company received from the equity ownership of investments that range from 10 % to 50 % in companies that license the trademark and intellectual property of bebe and Brookstone brands (equity ownership of bebe stores, inc., our majority owned subsidiary). The Company analyzed the quantitative and qualitative factors relevant to the divestiture of the brand assets, including the fair value adjustments and dividends received from the brand assets significance to the overall net income and earnings per share, and determined that those conditions for discontinued operations presentation had been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been adjusted to reflect discontinued operations presentation. The Company has no significant continuing involvement with operations and management of the Brands Interests and bebe Brands post-disposition. Great American Group On October 13, 2024, the Company entered into an equity purchase agreement, (the “Equity Purchase Agreement”), to sell 52.6 % ownership stake in the Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the “Great American Group”) to Oaktree. Subject to the terms and conditions set forth in, the Equity Purchase Agreement, the Company conducted an internal reorganization and contributed all of the interests in the “Great American Group” to Great American Holdings, LLC, a newly formed holding company (“GA Holdings”). At the closing on November 15, 2024, (i) Oaktree received (a) all of the outstanding class A preferred limited liability units of GA Holdings (which will have a 7.5 % cash coupon and a 7.5 % payment-in-kind coupon) (the “Class A Preferred Units”) and (b) common limited liability units of GA Holdings (the “Common Units”) representing 52.6 % of the issued and outstanding common limited liability units in GA Holdings for a purchase price of approximately $ 203,000 (with an initial liquidation preference of approximately $ 203,000 ). The Company retains (a) 93.2 % of the issued and outstanding class B preferred limited liability company units of GA Holdings (which will have a 2.3 % payment-in-kind coupon and an initial aggregate liquidation preference of approximately $ 183,000 ) (the “Class B Preferred Units”) and (b) 44.2 % of the issued and outstanding Common Units. The remaining 6.8 % of issued and outstanding Class B Preferred Units and 3.2 % of issued and outstanding Common Units will be held by certain minority investors. The Company will account for its noncontrolling equity interest in GA Holdings using the equity method of accounting (refer to Note 11 - Equity Method Investments) with its carrying value included in the “Equity investments” line item in the accompanying consolidated balance sheets. The Great American Group, which was historically reported within the Auction and Liquidation segment (providing auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property, and real property) and within the Financial Consulting segment (offering bankruptcy, financial advisory, forensic accounting, real estate consulting, and valuation and appraisal services) were divested. The Company recorded a net gain of $ 258,286 to the “Income from discontinued operations, net of income taxes” line item in the accompanying consolidated statements of operations during the fourth quarter of fiscal year 2024. The net after-tax proceeds from this transaction were used to repay certain debt obligations and focus on the core operating subsidiaries. The Company analyzed the quantitative and qualitative factors relevant to the sale of the Great American Group, including the significance of the operating income generated from the appraisal, real estate consulting and auction and liquidation operations to the overall net income (loss), net (loss) income per share, and net assets, and determined that those conditions for discontinued operations presentation had been met. As such, the results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements for the year ended December 31, 2024. 120 Table of Contents Continuing Involvement In addition to retaining an equity interest accounted for under the equity method of accounting, at the closing of the transaction, the Company entered into a Transition Services Agreement, pursuant to which the Company will provide certain transition services to GA Holdings relating to the Great American Group for a period of up to one year from the closing. Additionally, the Company entered into a credit agreement, pursuant to which an affiliate of the Company, as lender, will provide to GA Holdings, as borrower, a first lien secured revolving credit facility of up to $ 25,000 for general corporate purposes, subject to the terms and conditions set forth therein, which had an outstanding balance of $ 1,698 at closing. The Company also entered into promissory notes which totaled $ 15,332 related to capital requirements for certain retail liquidation engagements that were ongoing as of closing (see Note 28 - Related Party Transactions, GA Holdings). GlassRatner and Farber On June 27, 2025, the Company signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber from the Company’s Financial Consulting segment. The aggregate cash consideration paid by the buyers for the interests of GlassRatner and shares of Farber was $ 117,800 , which is based on a target closing working capital amount that is subject to adjustment within 180 days following the sale date. In connection with the sale, the Company entered into a transition services agreement with the buyer to provide certain services. The major classes of assets and liabilities included in discontinued operations were as follows: GlassRatner & Farber December 31, 2025 2024 Assets: Cash and cash equivalents $ — $ 8,025 Accounts receivable, net — 19,704 Prepaid expenses and other assets 2,221 9,222 Operating lease right-of-use assets — 2,258 Property and equipment, net — 275 Goodwill — 30,450 Other intangible assets, net — 439 Total assets $ 2,221 $ 70,373 Liabilities: Accounts payable $ — $ 1,326 Accrued expenses and other liabilities 830 14,359 Deferred revenue — 5 Contingent consideration — 3,092 Operating lease liabilities — 2,539 Total liabilities $ 830 $ 21,321 121 Table of Contents Revenues, expenses, and income from discontinued operations for the year ended December 31, 2025 were as follows (in thousands): GlassRatner & Farber Year Ended December 31, 2025 Revenues: Services and fees $ 40,575 Operating expenses: Selling, general and administrative expenses 34,205 Operating income 6,370 Other income (expense): Interest income 7 Gain on disposal of discontinued operations 66,795 Interest expense ( 1,866 ) Income from discontinued operations before income taxes 71,306 Provision for income taxes ( 465 ) Income from discontinued operations, net of income taxes $ 70,841 122 Table of Contents Revenues and income (loss) from discontinued operations were as follows (in thousands): Year Ended December 31, 2024 Brands Transaction Great American Group GlassRatner & Farber Total Revenues: Services and fees $ 14,755 $ 80,612 $ 92,176 $ 187,543 Sale of goods — 21,574 — 21,574 Total revenues 14,755 102,186 92,176 209,117 Operating expenses: Direct cost of services — 24,363 — 24,363 Cost of goods sold — 17,992 — 17,992 Selling, general and administrative expenses 3,071 52,425 70,367 125,863 Total operating expenses 3,071 94,780 70,367 168,218 Operating income 11,684 7,406 21,809 40,899 Other income (expense): Interest income — 6 21 27 Dividend income 32,568 — — 32,568 Realized and unrealized (losses) gains on investments ( 109,196 ) — — ( 109,196 ) Losses on extinguishment of loans and other ( 434 ) — ( 163 ) ( 597 ) (Loss) gain on disposal of discontinued operations ( 40,782 ) 258,286 — 217,504 Interest expense ( 2,274 ) ( 30,089 ) — ( 32,363 ) (Loss) income from discontinued operations before income taxes ( 108,434 ) 235,609 21,667 148,842 Provision for income taxes ( 1,212 ) ( 48 ) ( 112 ) ( 1,372 ) (Loss) income from discontinued operations, net of income taxes $ ( 109,646 ) $ 235,561 $ 21,555 $ 147,470 Interest expense for discontinued operations is based upon the amount of debt that was required to be repaid as a result of the Brands Transaction and Great American Group transaction described above and amounted to $ 32,363 for the year ended December 31, 2024. Cash flows from discontinued operations were as follows (in thousands): Year Ended December 31, 2025 2024 Net cash from discontinued operations provided by (used in): Operating activities $ 20,156 $ 42,907 Investing activities 114,032 400,038 Financing activities ( 142,715 ) ( 447,562 ) Effect of foreign currency on cash 502 ( 2,636 ) Net decrease in cash, cash equivalents and restricted cash $ ( 8,025 ) $ ( 7,253 ) 123 Table of Contents Supplemental disclosures from cash flows were as follows (in thousands): Year Ended December 31, Supplemental disclosures from cash flows: 2025 2024 Interest paid - Continuing Operations $ 95,174 $ 210,349 Interest paid - Discontinued Operations 1,866 29,949 Interest paid - Total $ 97,040 $ 240,298 Taxes paid - Continuing Operations $ 5,227 $ 4,751 Taxes paid - Discontinued Operations — 2,173 Taxes paid - Total $ 5,227 $ 6,924 NOTE 6 — FAIR VALUE MEASUREMENTS The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2025 and 2024. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2025 Using Fair value at December 31, 2025 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 304,422 $ 233,199 $ — $ 71,223 Partnership interests and other investments 40,082 — — 40,082 Corporate bonds 31,751 — 31,751 — Other fixed income securities 4,373 2,957 1,416 — Total securities and other investments owned 380,628 236,156 33,167 111,305 Loans receivable, at fair value 26,303 — — 26,303 Total assets measured at fair value $ 406,931 $ 236,156 $ 33,167 $ 137,608 Liabilities: Securities sold not yet purchased: Equity securities $ 9,342 $ 9,342 $ — $ — Corporate bonds 467 — 467 — Total securities sold not yet purchased 9,809 9,342 467 — Liability-classified warrants 6,400 — — 6,400 Total liabilities measured at fair value $ 16,209 $ 9,342 $ 467 $ 6,400 124 Table of Contents Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2024 Using Fair value at December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 165,408 $ 124,892 $ — $ 40,516 Corporate bonds 29,027 25,461 3,566 — Other fixed income securities 4,923 — 4,923 — Total securities and other investments owned 199,358 150,353 8,489 40,516 Loans receivable, at fair value 90,103 — — 90,103 Total assets measured at fair value $ 289,461 $ 150,353 $ 8,489 $ 130,619 Liabilities: Securities sold not yet purchased: Corporate bonds $ 1,891 $ — $ 1,891 $ — Other fixed income securities 3,784 — 3,784 — Total securities sold not yet purchased 5,675 — 5,675 — Contingent consideration 4,538 — — 4,538 Total liabilities measured at fair value $ 10,213 $ — $ 5,675 $ 4,538 As of December 31, 2025 and 2024, financial assets measured and reported at fair value on a recurring basis and classified within Level 3 were $ 137,608 and $ 130,619 , respectively, or 8.1 % and 7.3 %, respectively, of the Company’s total assets. In determining the fair value for these Level 3 financial assets, the Company analyzes various financial, performance and market factors to estimate the value, including where applicable, over-the-counter market trading activity. The fair value for individual Level 3 financial assets and liabilities have various financial inputs which include multiple of sales, the market price of related securities, annualized volatility, discount rates, recovery rates and expected term inputs that may change at each reporting period and result in an increase or decrease in the valuation of Level 3 financial assets and liabilities. 125 Table of Contents The following table summarizes the significant unobservable inputs in the fair value measurement of Level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2025 and 2024: Fair value at December 31, 2025 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 25,572 Market approach Multiple of Sales 0.7 x - 6.0 x 2.3 x Market price of related security $ 2.14 - $ 12.01 $ 10.97 43,101 Monte Carlo simulation Annualized volatility 120.0 % - 148.0 % 121.0 % 2,550 Option pricing model Annualized volatility 46.0 % - 115.0 % 57.0 % Partnership interests and other investments 40,082 Market approach Discount rate — % - 3.5 % 0.5 % Market price of related security $ 421.00 $ 421.00 Loans receivable at fair value 24,468 Discounted cash flow Discount rate 6.8 % - 56.5 % 21.0 % 1,835 Market approach Market price of related security $ 8.56 $ 8.56 Total Level 3 assets measured at fair value $ 137,608 Liabilities: Liability-classified warrants $ 6,400 Monte Carlo simulation and Black-Scholes option pricing model Annualized volatility 85.0 % 85.0 % Discount for lack of marketability 14.7 % 14.7 % Total Level 3 liabilities measured at fair value $ 6,400 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. 126 Table of Contents The following table summarizes the significant unobservable inputs in the fair value measurement of Level 3 financial assets and liabilities by category of investment and valuation technique as of December 31, 2024: Fair value at December 31, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Assets: Equity securities $ 34,654 Market approach Multiple of EBITDA (2) 6.3 x 6.3 x Multiple of Sales 2.1 x - 8.0 x 3.1 x Market price of related security $ 9.97 - $ 11.10 $ 10.76 5,862 Option pricing model Annualized volatility 47.0 % - 171.0 % 87.0 % Loans receivable at fair value 86,150 Discounted cash flow Discount rate 7.3 % - 69.1 % 19.7 % 3,953 Market approach Market price of related security $ 9.60 - $ 16.48 $ 12.90 Total Level 3 assets measured at fair value $ 130,619 Liabilities: Contingent consideration $ 4,538 Discounted cash flow Discount rate 5.0 % - 7.5 % 5.0 % Total Level 3 liabilities measured at fair value $ 4,538 (1) Unobservable inputs were weighted by the relative fair value of the financial instruments. (2) Multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). 127 Table of Contents The changes in Level 3 fair value hierarchy during the year ended December 31, 2025 and 2024 are as follows: Equity Securities Partnership Interests And Other Investments Loans Receivable at Fair Value Contingent Consideration Liability-Classified Warrants Embedded Derivatives Year Ended December 31, 2025 Level 3 Balance at Beginning of Year $ 40,516 $ — $ 90,103 $ 4,538 $ — $ — Fair Value Adjustments (1) ( 362 ) — ( 448 ) ( 4,394 ) ( 1,460 ) ( 8,119 ) Relating to Undistributed Earnings — — 16 — — — Purchases/Originations 372,104 — 117,714 — 7,860 11,244 Sales ( 10,586 ) — ( 10,415 ) — — — Settlements / Repayments ( 330,449 ) — ( 170,667 ) ( 144 ) — ( 3,125 ) Transfers in and /or out of Level 3 (2) — 40,082 — — — — Level 3 Balance at End of Period $ 71,223 $ 40,082 $ 26,303 $ — $ 6,400 $ — Change in unrealized gains (losses) (3) $ ( 339 ) $ — $ ( 1,985 ) $ — $ 1,460 $ — Year Ended December 31, 2024 Level 3 Balance at Beginning of Year $ 452,581 $ — $ 532,419 $ 25,194 $ — $ — Fair Value Adjustments (4) ( 349,918 ) — ( 325,499 ) 850 — — Relating to Undistributed Earnings 20 — 5,420 — — — Purchases/Originations 3,862 — 107,025 — — — Sales ( 78,197 ) — ( 30,936 ) — — — Settlements / Repayments 13,245 — ( 198,326 ) ( 10,693 ) — — Transfers in and /or out of Level 3 (5) ( 1,077 ) — — ( 10,813 ) — — Level 3 Balance at End of Period $ 40,516 $ — $ 90,103 $ 4,538 $ — $ — Change in unrealized gains (losses) (3) $ ( 65,839 ) $ — $ ( 335,295 ) $ — $ — $ — 128 Table of Contents (1) Fair value adjustments during the year ended December 31, 2025 includes the following: $( 362 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 1,493 ) included in “Trading gains (losses), net” and $ 1,131 included in “Realized and unrealized gains (losses) on investments”, $( 448 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, $ 4,394 of realized and unrealized gains related to contingent consideration included in “Selling, general and administrative expenses”, $ 1,460 of realized and unrealized gains related to liability-classified warrants included in “Change in fair value of financial instruments and other”, and $ 8,119 of unrealized gains related to embedded derivatives included in “Change in fair value of financial instruments and other” line items in the accompanying consolidated statements of operations. (2) At December 31, 2025, investments in certain funds with a fair value of $ 40,082 was transferred from NAV to Level 3. The transfer occurred because NAV no longer represented fair value due to adjustments implemented by the fund managers. The investment is now valued using a market approach based on recent observable transactions adjusted for specific risk factors. (3) For the years ended December 31, 2025 and 2024, the change in unrealized gains (losses) is related to financial instruments held at the end of each respective reporting period. (4) Fair value adjustments during the year ended December 31, 2024 includes the following: $( 349,918 ) of realized and unrealized gains (losses) on equity securities is comprised of $( 70,437 ) included in “Trading gains (losses), net” and $( 279,481 ) included in “Realized and unrealized gains (losses) on investments”, $( 325,499 ) of fair value adjustments on loans included in “Fair value adjustments on loans”, and $( 850 ) realized and unrealized losses related to contingent consideration included in “Selling, general and administrative expenses” line items in the accompanying consolidated statements of operations. (5) The $ 10,813 transfer out of Level 3 represents the reclassification of contingent consideration associated with Atlantic Coast Recycling to liabilities held for sale during the year ended December 31, 2024. Refer to Note 5 for more information. Partnership and investment fund interests valued at NAV were $ 1,833 and $ 15,867 as of December 31, 2025 and 2024, respectively. Beginning in April 2025, the Company entered into purchase agreements with public companies that allow the counterparties to put their convertible preferred stock to the Company from time to time at its discretion (the “Written Puts”) (see Note 30 – Commitments and Contingencies). The Written Puts are recognized at fair value on a recurring basis within the “Accrued expenses and other liabilities” line item on the consolidated balance sheet, with changes in fair value recognized in earnings. At inception and as of December 31, 2025, the Company determined that the fair value of the Written Put liability is de minimis due to its discount to market prices being advantageous to the Company, and no liability or changes in earnings were recorded on the consolidated balance sheets or consolidated statements of operations, respectively. The Company holds the Written Puts as investments to advantageously monetize the underlying stock and provide capital raising activities for customers. The Company’s exposure is driven primarily by movements in the Issuer’s common stock price, the put writer’s credit, and by assumptions regarding the likelihood and timing of exercise. Assets and Liabilities Not Measured at Fair Value The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value based on the short-term maturity of these instruments. December 31, 2025 December 31, 2024 Fair Value Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value Notes payable Level 2 $ — $ — $ 28,021 $ 28,021 Revolving credit facility Level 2 $ 6,638 $ 6,638 $ 16,329 $ 16,329 Term loans, net Level 2 $ 119,297 $ 120,931 $ 199,429 $ 199,429 Senior notes payable Level 2 $ 1,033,782 $ 681,890 $ 1,530,561 $ 769,476 New Notes payable Level 3 $ 268,016 $ 166,796 $ — $ — The carrying values of the Company’s notes payable, revolving credit facility, and term loans approximate their respective estimated fair values because the effective yield of such instrument is consistent with current market rates of interest for instruments of comparable credit risk. The Company used a market approach for estimating the fair value of senior notes payable as they are listed and actively traded on the Nasdaq with sufficient frequency and volume to utilize quoted market prices. 129 Table of Contents Nonrecurring Fair Value Measurement The following table presents the carrying amounts of equity securities valued under the measurement alternative that were still held as of the balance sheet date for which a nonrecurring fair value measurement was recorded during the period: Fair Value Level 2 Level 3 As of December 31, 2025 Non-marketable equity securities measured using the measurement alternative $ 13,867 $ 13,739 $ 128 As of December 31, 2024 Non-marketable equity securities measured using the measurement alternative $ 7,294 $ 7,294 $ — NOTE 7 — SECURITIES AND OTHER INVESTMENTS OWNED AND SECURITIES SOLD NOT YET PURCHASED The Company’s securities and other investments owned and securities sold not yet purchased consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Securities and other investments owned: Securities and other investments owned at fair value Equity securities $ 304,422 $ 165,408 Partnership interests and other investments 40,082 — Corporate bonds 31,751 29,027 Other fixed income securities 4,373 4,923 Total securities and other investments owned at fair value 380,628 199,358 Partnership interests and other investments at net asset value 1,833 15,867 Equity securities valued under the measurement alternative 64,382 67,100 Total securities and other investments owned $ 446,843 $ 282,325 Securities sold not yet purchased, at fair value: Equity securities $ 9,342 $ — Corporate bonds 467 1,891 Other fixed income securities — 3,784 Total securities sold not yet purchased, at fair value $ 9,809 $ 5,675 Unrealized gains (losses) on equity securities held at December 31, 2025, includes unrealized gains (losses) of $ 36,107 and $( 48,994 ) for the years ended December 31, 2025 and 2024, respectively, which is included in the “Realized and unrealized gains (losses) on investments” line item in the accompanying consolidated statements of operations. The carrying values of equity securities measured under the measurement alternative are as follows: December 31, 2025 December 31, 2024 Measurement alternative: Carrying value $ 64,382 $ 67,100 130 Table of Contents The following table presents the related adjustments recorded during the twelve months ended December 31, 2025 and 2024 for equity securities measured under the measurement alternative and for those securities with observable price changes: Year Ended December 31, 2025 2024 Upward carrying value changes $ 2,515 $ 1,848 Downward carrying value changes/impairment $ ( 6,803 ) $ ( 2 ) Certain equity securities investments in public and private companies are accounted for under the fair value option where the Company would otherwise use the equity method of accounting. The Company accounts for these 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. The related summarized financial information included below for purposes of disclosure are presented a quarter in arrears where balance sheet and income statement amounts as of and for the twelve months ended September 30, 2025 and 2024 correspond to amounts as of and for the twelve months ended December 31, 2025 and 2024 of the Company. Freedom VCM Holdings, LLC Equity Interest and Take-Private Transaction On August 21, 2023, the Company acquired an equity interest in Freedom VCM Holdings, LLC (“Freedom VCM”) for $ 216,500 in cash in connection with the FRG take-private transaction. In connection with the closing of the FRG take-private transaction, the Company terminated an investment advisory agreement (the “Advisory Agreement”) with Mr. Kahn. Pursuant to the Advisory Agreement, Mr. Kahn, as financial advisor, had the sole power to vote or dispose of $ 64,644 of shares of FRG common stock (based on the value of FRG shares as of the closing date of the FRG take-private transaction) held of record by B. Riley Securities, Inc. (“BRS”). Upon the termination of the Advisory Agreement, (i) Mr. Kahn’s right to vote or dispose of such FRG shares terminated, (ii) such FRG shares owned by BRS were rolled over into additional equity interests in Freedom VCM in connection with the FRG take-private transaction, and (iii) Mr. Kahn owed a total of $ 20,911 to the Company under the Advisory Agreement which amount was added to, and included in, the Amended and Restated Note. Following these transactions, the Company owned an equity interest of $ 281,144 (based on the FRG take-private transaction price) or 31 % of the outstanding equity interests in Freedom VCM. Also in connection with the FRG take-private transaction, on August 21, 2023 all of the equity interests of BRRII, 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, and the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033 (the “Freedom Receivables Note”), with payments of principal and interest on the note limited solely to performance of certain receivables held by BRRII. On December 18, 2023, a wholly owned subsidiary of Freedom VCM entered into a transaction that resulted in the sale of all of the operations of WS Badcock to Conn’s in exchange for the issuance by Conn’s of 1,000,000 shares of Conn’s preferred stock (the “Preferred Shares”). The Preferred Shares issued by Conn’s to Freedom VCM, subject to the terms set forth in the Certificate of Designation, are nonvoting and are convertible into an aggregate of approximately 24,540,295 shares of non-voting common stock of Conn’s, which represented 49.99 % of the issued and outstanding shares of common stock of Conn’s which resulted in consideration received by Freedom VCM of approximately $ 69,900 . As a result of the convertible preferred stock having a conversion feature into 49.99 % of the common stock of Conn’s, Freedom VCM is considered to have significant influence over Conn’s in accordance with ASC 323, Investments - Equity Method and Joint Ventures . On July 23, 2024, Conn’s filed a Chapter 11 Case under the Bankruptcy Code in the Bankruptcy Court. The original $ 69,900 of consideration that Freedom VCM received from the sale of WS Badcock to Conn’s that was held by Freedom VCM was written off by Freedom VCM after Conn’s bankruptcy filing on July 23, 2024, and there is expected to be no recovery of any value by Freedom VCM. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. As a result of the bankruptcy filing, the Company no longer had significant influence over Freedom VCM, and the equity investment was written off with a zero balance as of December 31, 2024. On June 1, 2025, the United States Bankruptcy Court for the District of Delaware entered an Order Confirming the Ninth Amended Joint Chapter 11 Plan of Franchise 131 Table of Contents Group, Inc. and its affiliated debtors pursuant to the FRG Plan. Under the FRG Plan, all equity interests and claims related thereto were cancelled and such equity interest holders, including Freedom VCM as an equity holder of Franchise Group, Inc. will not receive any property or distributions under the FRG Plan. As a result of the FRG Plan, the Company does not expect to receive any proceeds or distributions from the equity investment in Freedom VCM. The bankruptcy filing resulted in the write-off of the equity investment. The change in the fair value of the equity investment resulted in losses of $ 287,043 for the year ended December 31, 2024, and recorded in the “Realized and unrealized gains (losses) on investments” line item in the accompanying consolidated statements of operations. The following tables contain summarized financial information with respect to Freedom VCM: September 30, 2024 Current assets $ 871,102 Noncurrent assets $ 2,889,334 Current liabilities $ 569,281 Noncurrent liabilities $ 2,680,178 Equity attributable to investee $ 510,977 For the Twelve Months Ended September 30, 2024 Revenues $ 3,131,138 Cost of revenues $ 1,991,258 Net loss attributable to investees $ ( 391,385 ) Babcock and Wilcox Enterprises, Inc. Equity Investment The Company owned a 25 % and a 29.1 % voting interest in Babcock & Wilcox Enterprises, Inc. (“B&W”) as of December 31, 2025 and 2024, respectively, 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: As of September 30, 2025 2024 Current assets $ 479,733 $ 530,223 Noncurrent assets $ 178,151 $ 274,410 Current liabilities $ 400,985 $ 297,928 Noncurrent liabilities $ 489,106 $ 709,823 Equity attributable to investee $ ( 232,207 ) $ ( 203,694 ) Noncontrolling interest $ — $ 576 For the Twelve Months Ended September 30, 2025 2024 Revenues $ 540,535 $ 878,224 Cost of revenues $ 395,857 $ 721,112 Loss from continuing operations $ ( 87,475 ) $ ( 55,910 ) Net loss $ ( 108,410 ) $ ( 59,482 ) Net loss attributable to investees $ ( 108,472 ) $ ( 67,019 ) 132 Table of Contents As of December 31, 2025 and 2024, the fair value of the investment in B&W totaled $ 174,011 and $ 45,012 , respectively, and are included in the “Securities and other investments owned, at fair value” line item in the accompanying consolidated balance sheets. Synchronoss Technologies, Inc. Equity Investment As of March 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. The Company elected to account for the equity investment in Synchronoss under the fair value option. The following tables contain summarized financial information for Synchronoss: September 30, 2024 Current assets $ 77,940 Noncurrent assets $ 221,758 Current liabilities $ 41,553 Noncurrent liabilities $ 210,342 Equity attributable to investee $ 47,803 Twelve Months Ended September 30, 2024 Revenues $ 170,789 Cost of revenues $ 68,365 Net loss attributable to investees $ ( 38,283 ) As of December 31, 2025 and 2024, the fair value of the equity investment in Synchronoss totaled $ 3,503 and $ 7,200 , respectively, and are included in the “Securities and other investments owned, at fair value” line item in the accompanying consolidated balance sheets. Other Equity Investments As of December 31, 2025, the Company had other equity investments where the Company is considered to have the ability to exercise influence since the Company has representation on the board of directors or the Company is presumed to have the ability to exercise significant influence since the investment is more than minor and the limited liability company is required to maintain specific ownership accounts for each member. The Company has elected to account for these equity investments under the fair value option. These equity investments are comprised of equity investments in three and five private companies at December 31, 2025 and 2024, respectively. 133 Table of Contents The following table contains summarized financial information for these companies: As of September 30, 2025 2024 Current assets $ 23,491 $ 215,927 Noncurrent assets $ 140,981 $ 572,628 Current liabilities $ 22,988 $ 86,672 Noncurrent liabilities $ 66,509 $ 105,711 Equity attributable to investee $ 74,975 $ 596,172 For the Twelve Months Ended September 30, 2025 2024 Revenues $ 62,097 $ 428,564 Cost of revenue and expenses $ 11,069 $ 320,364 Net income (loss) attributable to investees $ 7,740 $ ( 43,372 ) As of December 31, 2025 and 2024, the fair value of these investments totaled $ 19,835 and $ 29,562 , respectively, and are included in “Securities and other investments owned” line item in the consolidated balance sheets. NOTE 8 — SECURITIES LENDING The following table presents the contractual gross and net securities borrowing and lending balances and the related offsetting amount as of December 31, 2025 and 2024: Gross amounts recognized Gross amounts offset in the Consolidated Balance Sheets (1) Net amounts included in the Consolidated Balance Sheets Amounts not offset in the Consolidated Balance Sheets but eligible for offsetting upon counterparty default (2) Net amounts As of December 31, 2025 Securities borrowed $ 114,937 $ — $ 114,937 $ 119,872 $ — Securities loaned $ 97,321 $ — $ 97,321 $ 89,142 $ 8,179 As of December 31, 2024 Securities borrowed $ 43,022 $ — $ 43,022 $ 48,429 $ — Securities loaned $ 27,942 $ — $ 27,942 $ 22,518 $ 5,424 _________________________ (1) Includes financial instruments subject to enforceable master netting provisions that are permitted to be offset to the extent an event of default has occurred. (2) Represents the fair value of collateral held/posted which is comprised of financial instruments. 134 Table of Contents The following table presents the contract value of securities lending transactions accounted for as secured borrowings by the type of collateral provided to counterparties as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Remaining contractual maturity Remaining contractual maturity Overnight and continuous Total Overnight and continuous Total Securities lending transactions Corporate securities - fixed income $ 305 $ 305 $ 310 $ 310 Equity securities 114,632 114,632 42,712 42,712 Total borrowings $ 114,937 $ 114,937 $ 43,022 $ 43,022 The Company’s securities lending transactions require us to pledge collateral based on the terms of each contract which is generally denominated in U.S. dollars and marked to market on a daily basis. If the fair value of the collateral pledged for these transactions declines, the Company could be required to provide additional collateral to the counterparty, therefore decreasing the amount of assets available for other liquidity needs that may arise. The Company’s liquidity risk is mitigated by maintaining offsetting securities borrowed transactions in which the Company receives cash from the counterparty which, in general, is equal to or greater than the cash the Company posts on securities lending transactions. Interest expense from securities lending activities is included in operating expenses related to operations in the Capital Markets segment. Interest expense from securities lending activities is incurred from equity and fixed income securities that are loaned to the Company and totaled $ 5,794 and $ 66,128 during the years ended December 31, 2025 and 2024, respectively. NOTE 9 — ACCOUNTS RECEIVABLE The components of accounts receivable, net, from revenue from contracts with customers include the following: December 31, 2025 December 31, 2024 Accounts receivable $ 52,631 $ 62,745 Investment banking fees, commissions and other receivables 8,950 12,008 Total accounts receivable 61,581 74,753 Allowance for credit losses ( 6,108 ) ( 6,100 ) Accounts receivable, net (1) $ 55,473 $ 68,653 (1) The beginning balances of accounts receivable, net, were $ 68,653 and $ 81,956 during the years end December 31, 2025 and 2024, respectively. Additions and changes to the allowance for credit losses consist of the following: Year Ended December 31, 2025 2024 Balance, beginning of period $ 6,100 $ 4,373 Changes to reserve 4,022 3,628 Other adjustments and write-offs ( 3,997 ) ( 1,976 ) Recoveries ( 17 ) 75 Balance, end of period $ 6,108 $ 6,100 135 Table of Contents NOTE 10 — LOANS RECEIVABLE, AT FAIR VALUE Loans receivable consist of the following: At Fair Value Outstanding Principal Balance, Net of Discounts Outstanding Principal Balance in Excess of Fair Value Maturity December 31, December 31, December 31, Dates 2025 2024 2025 2024 2025 2024 Related Party Loans Receivable: Vintage Capital Management, LLC December 2027 $ 1,835 $ 2,057 $ 224,968 $ 224,968 $ 223,133 $ 222,911 W.S. Badcock Corporation Loan Sold — 2,169 — 28,038 — 25,869 Freedom VCM Receivables, Inc. Loan Sold — 3,913 — 17,788 — 13,875 Conn’s, Inc. February 2027 — 38,826 70,425 110,056 70,425 71,230 Torticity, LLC November 2026 — — 16,333 16,333 16,333 16,333 Great American Holdings, LLC Paid Off — 1,698 — 1,698 — — Other related party loans Various through August 2027 1,000 3,239 1,164 3,239 164 — Total related party loans receivable 2,835 51,902 312,890 402,120 310,055 350,218 Exela Technologies, Inc. March 2026 21,415 32,136 21,731 33,396 316 1,260 Norlin EV Limited December 2025 10 6,065 1,233 6,913 1,223 848 Other loans receivable Various 2,043 — 7,845 3,575 5,802 3,575 Total loans receivable $ 26,303 $ 90,103 $ 343,699 $ 446,004 $ 317,396 $ 355,901 During the years ended December 31, 2025 and 2024, the Company recorded realized and unrealized losses of $( 448 ) and $( 325,498 ), respectively, on loans receivable, at fair value, which are reflected in the “Fair value adjustments on loans” line item in the accompanying consolidated statements of operations. The Company has elected to measure loans 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. Loans receivable, at fair value on non-accrual and 90 days or greater past due, was $ 1,835 , which represented approximately 7.0 % of total loans receivable, at fair value as of December 31, 2025. The principal balance of loans receivable on non-accrual and 90 days or greater past due was $ 320,285 as of December 31, 2025. Loans receivable, at fair value on non-accrual was $ 21,222 , which represents approximately 23.4 % of total loans receivable, at fair value as of December 31, 2024. The principal balance of loans receivable on non-accrual was $ 321,544 as of December 31, 2024. Interest income for loans on non-accrual and/or 90 days or greater past due is recognized separately from the “Fair value adjustments on loans” line item in the accompanying consolidated statements of operations. The amount of losses included in earnings attributable to changes in instrument-specific credit risk was $( 471 ) and $( 323,840 ) during the years ended December 31, 2025, and 2024, 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, 2025, the Company has outstanding limited guarantee arrangements with respect to B&W as further described in Note 30(b) - Babcock & Wilcox Commitments and Guarantees. In accordance with the credit loss standard, the Company evaluates the need to record an allowance for credit losses for these loan guarantees since they have off-balance sheet credit exposures. As of December 31, 2025, the Company has not recorded any provision for credit losses on the B&W guarantees, since the Company believes that there is sufficient collateral to protect the Company from any credit loss exposure. On June 18, 2025, an amendment was made to the Axos Guaranty (defined below) whereby the Company’s obligations as guarantor were suspended until January 1, 2027. On February 25, 2026, the Axos Guaranty was terminated and is of no further force and effect as further discussed in Note 30 - Commitments and Contingencies - (b) Babcock & Wilcox Commitments and Guarantees. 136 Table of Contents Vintage Capital Management, LLC Loan Receivable On August 21, 2023, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn (“Mr. Kahn”), amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes the Company’s subsidiary the aggregate principal amount of $ 200,506 , which bears interest at the rate of 12.00 % per annum payable-in-kind with a maturity date of December 31, 2027. The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM, Inc. in amount equal to the greater of (i) 80 % of the net after-tax proceeds, and (ii) 50 % of gross proceeds. Amounts owing under the Amended and Restated Note may be repaid at any time without penalty. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM, Inc.’s equity interests owned by Mr. Kahn, the chief executive officer (“CEO”) and a member of the board of directors of Freedom VCM, Inc. as of December 31, 2023, and his spouse, with a value, based on the transaction price of the take private transaction that included the acquisition of the Franchise Group, Inc. (“FRG”) by a buyer group that included members of senior management of FRG, led by Mr. Kahn, FRG’s then CEO (the “FRG take-private transaction”), of $ 227,296 as of August 21, 2023. On January 22, 2024, Mr. Kahn resigned as CEO and a member of the board of directors of Freedom VCM. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 (“Chapter 11 Cases”) of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”), which impacted the collateral for this loan receivable. To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan an unrealized loss will be recorded in the consolidated statements of operations. On a quarterly basis, the Company will continue to obtain third party appraisals to evaluate the value of the collateral of the loan since the repayment of the loan and accrued interest will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral. 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. On September 29, 2025, the SEC filed a complaint in the U.S. District Court for the District of New Jersey against Prophecy Asset Management LP (“Prophecy”), Prophecy’s CEO, and Mr. Kahn alleging violations of certain of the antifraud provisions of federal securities laws. On November 10, 2025, news reports and a court filing by the U.S. Attorney’s Office for the District of New Jersey indicated that the U.S. Attorney’s Office has charged Kahn with securities fraud in connection with his activities as a Prophecy sub-adviser. On December 10, 2025, Mr. Kahn pleaded guilty to one count of conspiracy to commit securities fraud. W.S. Badcock Corporation and Freedom VCM Receivables, Inc. Loans Receivable On December 20, 2021, the Company entered into a Master Receivables Purchase Agreement (“Badcock Receivables I”) with W.S. Badcock Corporation, a Florida corporation (“WSBC”), which at the time was an indirect wholly owned subsidiary of FRG, which became a subsidiary of Freedom VCM as a result of the transaction on August 21, 2023. The Company paid $ 400,000 in cash to WSBC for the purchase of certain consumer credit receivables which are small consumer loans issued by WSBC to consumers for the purchase of merchandise sold at WSBC’s stores. On September 23, 2022, the Company’s then majority-owned subsidiary, B. Riley Receivables II, LLC (“BRRII”), a Delaware limited liability company, entered into a Master Receivables Purchase Agreement (“Badcock Receivables II”) with WSBC. This purchase of $ 168,363 consumer credit receivables of WSBC was partially financed by a $ 148,200 term loan. During the three months ended March 31, 2023, BRRII entered into Amendment No. 2 and No. 3 to Badcock Receivables II with WSBC for a total of $ 145,278 in additional consumer credit receivables. The accounting for these transactions resulted in the Company recording a loan receivable from WSBC with the recognition of interest income at an imputed rate based on the cash flows expected to be received from the collection of the consumer receivables that serve as collateral for the loan. The collateral for these loans receivable are the individual consumer credit receivables that were originally issued to WSBC consumers for merchandise sold in WSBC stores and the total amount of collections on these loans receivable is dependent upon their credit performance. These loans receivable are measured at fair value. On August 21, 2023, all of the equity interests of BRRII were sold to Freedom VCM Receivables, Inc. (“Freedom VCM Receivables”), a subsidiary of Freedom VCM, which resulted in a loss of $ 78 . In connection with the sale, Freedom 137 Table of Contents VCM Receivables entered into the Freedom Receivables Note in the amount of $ 58,872 , with a stated interest rate of 19.74 % per annum and a maturity date of August 21, 2033, with payments of principal and interest on the note limited solely to the performance of certain consumer receivables held by BRRII. This loan receivable is measured at fair value. In connection with these loans, the Company entered into a Servicing Agreement with WSBC pursuant to which WSBC provided to the Company certain customary servicing and account management services in respect of the receivables purchased by the Company under the Receivables Purchase Agreement. In addition, subject to certain terms and conditions, FRG has agreed to guarantee the performance by WSBC of its obligations under the Master Receivables Purchase Agreements and the Servicing Agreement. On February 7, 2025, the Company sold the two loans and recorded net realized losses of $ 38,100 which is included in the “Fair value adjustments on loans” line item in the accompanying consolidated statements of operations for the year ended December 31, 2025. As such, the Company no longer owned the two loans as of December 31, 2025. Conn’s, Inc. Loan Receivable On December 18, 2023, WSBC was sold by Freedom VCM to Conn’s, Inc. (“Conn’s”) whereby the Company loaned Conn’s $ 108,000 pursuant to the “Conn’s Term Loan” which bears interest at an aggregate rate per annum equal to the Term Secured Overnight Financing Rate (“SOFR”) Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on February 20, 2027. Future collection of the Conn’s loan receivable is expected to be paid from the sale of assets and servicing of a pool of consumer receivables that serve as collateral for the loan where the Company has a second lien on these assets. On July 23, 2024, Conn’s and certain of its subsidiaries filed voluntary positions for relief under Chapter 11 Cases of Title 11 of the Bankruptcy Code in the Southern District of Texas. The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations of the loan receivable issued to Conn’s. Any efforts to enforce repayment obligations under the Conn’s loan are automatically stayed as a result of the Chapter 11 Cases, and the Company’s rights of enforcement in respect of this loan are subject to the applicable provisions of the Bankruptcy Code. As a result of the Chapter 11 Cases, the Conn’s loan receivable was placed on non-accrual status. On December 17, 2024, the Company entered into an agreement with the first-lien holder banks of the Conn’s loan receivable to assign the first-lien loan receivable to the Company for consideration of $ 27,738 . The loan receivable was paid in full on January 24, 2025. Torticity, LLC Loan Receivable On November 2, 2023, B. Riley Principal Investments, LLC (“BRPI”), a wholly owned subsidiary of the Company, along with other lenders entered into a loan receivable with Torticity, LLC for an aggregate principal amount of $ 25,000 , of which $ 15,000 was BRPI’s total principal commitment. On November 20, 2023, BRPI transferred the promissory note to B. Riley Commercial Capital, LLC (or “BRCC”), another wholly owned subsidiary of the Company. The loan receivable bore interest at 15.00 % per annum paid quarterly at 7.50 % per annum in cash and 7.50 % per annum payment-in-kind to be capitalized and added to the outstanding principal balance. Subsequent to December 31, 2024, there were amendments to the loan. However, the entire loan remained impaired with no fair value at December 31, 2025, and there has been no interest income on the loan receivable during 2025. Great American Holdings, LLC Loan Receivable On November 15, 2024, BRCC entered into a senior secured revolving credit and guaranty agreement with GA Holdings. On February 26, 2025, the senior secured revolving credit and guaranty agreement was transferred to BRF Finance Co., LLC (or “BRF”), a wholly owned subsidiary of the Company. BRF’s initial revolving commitment was $ 25,000 with a maturity date of November 15, 2025. As subsequently amended, the revolving commitment was revised to $ 40,000 for the period March 10, 2025 to June 30, 2025 and reduced back to $ 25,000 from July 1, 2025 until the maturity date. The senior secured revolving credit bears interest at the Term SOFR rate, as defined in the agreement, plus an applicable rate of 4.75 % per annum. On October 16, 2025, all outstanding amounts due and owing under this facility were repaid in full to BRF and the facility was terminated. 138 Table of Contents GA Joann Retail Partnership, LLC Loan Receivable On February 27, 2025, BRF, along with other lenders, entered into a credit agreement with GA Joann Retail Partnership, LLC (“Joann Retail”) for an aggregate commitment of $ 52,000 , of which BRF is committed to $ 24,653 . The credit agreement bears interest at 10.00 % to be paid monthly as payment-in-kind and capitalized into the outstanding principal balance and has a maturity date of November 26, 2025. This loan receivable was paid in full on April 7, 2025. NOTE 11 — EQUITY METHOD INVESTMENTS Equity investments consist of the following: December 31, 2025 December 31, 2024 Percentage Ownership Investment Balance Percentage Ownership Investment Balance Investments accounted for under the equity method: Great American Holdings, LLC 38.4 % $ 83,349 44.2 % $ 82,462 SW-B. Riley Retail Opportunity Fund 22.6 % 7,084 10.7 % 3,025 Total equity method investments $ 90,433 $ 85,487 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 is included in the “Income from equity investments” line item in the accompanying consolidated statements of operations. The summarized financial information with respects to the equity method investments noted below for purposes of disclosure are presented a quarter in arrears whereas balance sheet and income statement amounts as of and for the year ended September 30, 2025 corresponds to amounts as of and for the year ended December 31, 2025 (unless otherwise indicated for partial-year periods). Great American Holdings, LLC On November 15, 2024, the Company completed the sale of a majority interest in GA Holdings to Oaktree (the “Great American Transaction”). Upon completion of the sale, the Company retained a minority ownership interest in the Class A common units of GA Holdings. GA Holdings operations include appraisal and valuation services, real estate, and retail, wholesale & industrial auction and liquidation services to help clients dispose of assets that include multi-location retail inventory, wholesale inventory, trade fixtures, machinery and equipment, intellectual property and real property. GA Holdings has three classes of equity interests which include common interests, Class A preferred interests and Class B preferred interests. The Company accounts for its investment in GA Holdings under the equity method of accounting with a three-month lag. Under the equity method of accounting, the Company records its proportionate share of earnings or losses; however, given the capital structure of GA Holdings the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method on a three-month lag to determine the allocation of profits and losses since the liquidation rights and priorities, as defined by the limited liability agreement of GA Holdings, differ from the Company’s underlying ownership interest. The HLBV method calculates the proceeds that would be attributable to each partner based on the liquidation provisions of the limited liability agreement as if GA Holdings was to be liquidated at book value as of the balance sheet date. Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions. Based on the terms of the limited liability agreement, we recorded equity in net income attributable to GA Holdings using the HLBV method of $ 887 for the twelve months ended December 31, 2025. 139 Table of Contents The following tables contain summarized financial information with respect to GA Holdings: September 30, 2025 Current assets $ 58,177 Noncurrent assets $ 283,238 Current liabilities $ 51,024 Noncurrent liabilities $ 518 Mezzanine equity - preferred units $ 279,097 Equity attributable to investee $ 10,776 November 15, 2024 to September 30, 2025 Revenue $ 153,402 Cost of revenue and expenses $ 140,498 Net income attributable to investee $ 12,904 GA Joann Retail Partnership, LLC On February 27, 2025, the Company contributed capital and certain financial support in the form of cash and subordinated debt in exchange for a 47.4 % minority ownership interest in Joann Retail. Joann Retail’s operations include the acquisition and liquidation of Joann Inc’s (and its subsidiaries) retail assets. Joann Retail has two classes of equity interest which include voting Class A and nonvoting Class B interests. The Company accounts for its investment in Joann Retail under the equity method of accounting under which the Company accounts for its investment on a three-month lag to determine the allocation of profits and losses. For the year ended December 31, 2025, the Company recorded equity method losses in the amount of $ 1,714 in its consolidated statements of operations, which corresponds to the equity method investment’s operating results for the twelve months ended September 30, 2025. As of December 31, 2025, the Company’s investment in Joann Retail was zero as the Company had fully recovered its initial investment of $ 6,163 in Joann Retail. The Company’s investment in Joann Retail is adjusted for the Company’s proportionate share of equity method income or losses and of cash distributions received during the year ended December 31, 2025. The Company received $ 35,392 in excess of the Company’s investment balance during the year ended December 31, 2025, and the distributions received in excess of the investment balance are recognized as other income and included in the “Income from equity investments” line item in the accompanying consolidated statements of operations. The following tables contain summarized financial information with respect to Joann Retail: September 30, 2025 Current assets $ 27,415 Noncurrent assets $ — Current liabilities $ 27,415 Equity attributable to investee $ — February 27, 2025 to September 30, 2025 Revenue $ 92,196 Cost of revenue and expenses $ 26,021 Net income attributable to investee $ 66,175 140 Table of Contents SW-B. Riley Retail Opportunity Fund (“SW-B. Retail”) At December 31, 2024, the Company’s ownership percentage in SW-B. Retail was approximately 10.7 % and increased to 22.6 % as of December 31, 2025 with the consolidation of BRC Trust as discussed in Note 3 - Variable Interest Entities and Note 20 - Noncontrolling Interests. For the years ended December 31, 2025 and 2024, the Company recorded equity method income of $ 431 and $ 31 , respectively. NOTE 12 — PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following: December 31, 2025 December 31, 2024 Inventory, net $ 48,020 $ 63,004 Rental merchandise, net 13,372 15,084 Prepaid expenses 23,148 22,979 Unbilled receivables 2,727 3,387 Income tax receivable 18,673 9,172 Other receivables, net 12,394 27,853 Other assets 10,316 15,950 Prepaid expenses and other assets $ 128,650 $ 157,429 Unbilled receivables represent the amount of mobile handsets in the Marconi Wireless and Lingo segments. Other receivables primarily consist of interest receivables on loans and advances to financial advisors, net. Other assets primarily consist of deposits, contract costs and finance lease assets. NOTE 13 — PROPERTY AND EQUIPMENT Property and equipment, net, consists of the following: Estimated Useful Lives December 31, 2025 December 31, 2024 Leasehold improvements 1 to 15 years $ 13,635 $ 14,099 Machinery, equipment and computer software 1 to 15 years 30,829 28,719 Furniture and fixtures 3 to 5 years 3,832 4,937 Total 48,296 47,755 Less: Accumulated depreciation and amortization ( 30,690 ) ( 29,076 ) $ 17,606 $ 18,679 Depreciation expense was $ 6,974 and $ 10,017 during the years ended December 31, 2025 and 2024, respectively. 141 Table of Contents NOTE 14 — GOODWILL AND OTHER INTANGIBLE ASSETS The carrying amount of goodwill at December 31, 2025 and December 31, 2024 was $ 392,687 . Goodwill is comprised of $ 158,834 for the Capital Markets Segment, $ 37,334 for the Wealth Management Segment, $ 71,551 for the Lingo Segment, $ 106,461 for the magicJack Segment, $ 128 for the Marconi Wireless Segment, $ 15,727 for the UOL Segment, and $ 2,652 in the Corporate and All Other category. Goodwill is net of accumulated impairment losses of $ 137,445 , of which $ 79,781 and $ 57,664 were recorded in the Consumer Products and Corporate and All Other category, respectively, prior to December 31, 2024. Capital Markets Wealth Mgmt. Lingo magicJack Marconi Wireless UOL Consumer Products Corp. & All Other Total (1) Balance as of December 31, 2023 $ 159,366 $ 51,195 $ 71,551 $ 106,461 $ 128 $ 15,727 $ 26,681 $ 5,932 $ 437,041 Changes in goodwill during the year: Acquisition of other businesses — — — — — — — 56,028 56,028 Goodwill impairment — — — — — — ( 26,681 ) ( 57,664 ) ( 84,345 ) Reclassified as held for sale — ( 13,861 ) — — — — — ( 3,280 ) ( 17,141 ) Other ( 532 ) — — — — — — 1,636 1,104 Balance as of December 31, 2024 $ 158,834 $ 37,334 $ 71,551 $ 106,461 $ 128 $ 15,727 $ — $ 2,652 $ 392,687 (1) There were no changes to goodwill by segment as of and during the year ended December 31, 2025. During the year ended December 31, 2025, there were no changes in goodwill. During the year ended December 31, 2024, the changes in goodwill included $ 1,636 related to certain purchase price accounting adjustments as described in Note 4 - Acquisitions, and $( 532 ) related to the sale of certain assets. The decrease in goodwill for the year ended December 31, 2024 was related to the Nogin goodwill impairment of $( 57,664 ) in the Corporate and All Other category, and the Targus goodwill impairment of $( 26,681 ) in the Consumer Products segment, and the reclassification of goodwill in the Wealth Management segment to Held for sale of $( 13,861 ) related to the sale of the Company’s (W-2) Wealth Management business, and $( 3,280 ) for Reval in the Corporate and All Other category as discussed in Note 5 - Discontinued Operations and Assets Held for Sale, partially offset by $ 56,028 from the Nogin acquisition in the Corporate and All Other category as discussed in Note 4 - Acquisitions. 142 Table of Contents Intangible assets consisted of the following: As of December 31, 2025 As of December 31, 2024 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1 to 16 $ 240,780 $ ( 148,015 ) $ 92,765 $ 240,780 $ ( 126,182 ) $ 114,598 Domain names 7 170 ( 170 ) — 170 ( 170 ) — Advertising relationships 8 755 ( 247 ) 508 100 ( 100 ) — Internally developed software and other intangibles 0.5 to 10 28,597 ( 26,116 ) 2,481 29,042 ( 23,225 ) 5,817 Trademarks 3 to 10 19,950 ( 12,014 ) 7,936 19,950 ( 10,019 ) 9,931 Total 290,252 ( 186,562 ) 103,690 290,042 ( 159,696 ) 130,346 Non-amortizable assets: Tradenames 14,600 — 14,600 16,100 — 16,100 Total intangible assets $ 304,852 $ ( 186,562 ) $ 118,290 $ 306,142 $ ( 159,696 ) $ 146,446 Intangible assets related to tradenames is net of accumulated impairment losses of $ 22,000 , of which $ 20,500 was recorded prior to December 31, 2024 and $ 1,500 was recorded during the year ended December 31, 2025 in the Consumer Products segment. Amortization expense was $ 27,218 and $ 34,915 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, estimated future amortization expense was $ 24,554 , $ 23,272 , $ 20,096 , $ 15,470 , $ 11,167 during the years ended December 31, 2026, 2027, 2028, 2029 and 2030, respectively. The estimated future amortization expense after December 31, 2030 was $ 9,131 . The Company performs impairment tests for goodwill and intangible assets with an indefinite life as of December 31 of each year and between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair values of the Company’s reporting units below their carrying values. As a result of the current financial performance of the Company’s Targus subsidiary, which comprises the reporting unit of all the operations within the Consumer Products segment as well as current market conditions in the personal computer market for computers and accessories, the Company updated its long-term forecasts for the reporting unit. In performing the annual review of goodwill and other intangible assets at December 31, 2025, the Company elected to bypass the qualitative assessment and proceed directly to performing the quantitative assessment. Based on the procedures performed, the Company concluded that there was no goodwill impairment during the year December 31, 2025. The Company performed an interim quantitative assessment of intangible assets with an indefinite live as of June 30, 2025, and based on the results of the analysis, the Company recorded a non-cash impairment charge related to the Targus tradename of $ 1,500 , which was recorded in impairment of tradenames in the accompanying consolidated statements of operations during the year ended December 31, 2025. The Targus tradename was measured at fair value on a nonrecurring basis as of June 30, 2025. The estimated fair value of the Targus tradename was $ 13,000 as of June 30, 2025. In order to estimate the fair value of the Targus tradename management must make certain estimates and assumptions which among other things, included an assessment of market conditions, projected cash flows, discount rates, and revenue growth rates. The inputs for the fair value calculations included a 3.5 % growth rate to calculate the terminal value, a discount rate of 22.2 %, and a royalty rate of 1.5 %. 143 Table of Contents 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 Corporate and All Other reporting unit related to Nogin could be impaired and the tradename for the Targus reporting unit could be impaired. For the Consumer Products reporting unit related to Targus, there were also qualitative factors in performing the interim analysis at June 30, 2024 that indicated it could be more likely than not that the carrying value of Targus goodwill and tradename for the Consumer Products reporting unit could be impaired. As more fully described below, based on the results of this analysis, 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. Due to challenges in executing Nogin’s growth plans operating results in the fourth quarter of 2024 were impacted and Nogin’s long-term forecasts were updated. A goodwill impairment charge of $ 57,664 was recognized in the Corporate and All Other reporting unit related to Nogin at December 31, 2024. The Company’s Targus subsidiary, which is included in the Consumer Products segment, experienced lower than expected revenues in the fourth quarter of 2024 from market conditions in the personal computer market for computers and accessories and long-term forecasts for revenues were updated. An impairment charge for the tradename of $ 4,000 was recognized at December 31, 2024. At June 30, 2024, qualitative factors indicated that the carrying value of goodwill and tradename for the Company’s Targus subsidiary were impaired as operating results during the six months ended June 30, 2024 were impacted by market conditions in the personal computer market for computers and accessories, the Company revised its long-term forecasts. Based on the results of the analysis, the Company recorded a non-cash impairment charge for goodwill of $ 26,681 and a tradename impairment charge of $ 1,000 at June 30, 2024. The Company also recorded an impairment charge for finite-lived intangible assets of $ 16,028 for customer relationships, internally developed software and other intangible assets, and trademarks related to Nogin as of December 31, 2024. These impairment charges have been recorded in impairment of goodwill and other intangible assets in the accompanying consolidated statements of operations during the year ended December 31, 2024. Goodwill and tradename were measured at fair value on a nonrecurring basis as part of the interim and annual impairment tests during 2024. The estimated fair value of Nogin and Targus were calculated using a weighted-average of values determined using an income approach and a market approach for each reporting unit. The income approach involves estimating the fair value of each of the reporting units by discounting its estimated future cash flows using discount rates that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities for each reporting unit. In order to estimate the fair value of goodwill and tradename, management must make certain estimates and assumptions that affect the total fair value of each of the reporting units including, among other things, an assessment of market conditions, projected cash flows, discount rates, and growth rates. The approximate inputs for the fair value calculations of the reporting units included (a) a growth rate of 3 % to calculate the terminal value and a discount rate of 16 % for the Nogin reporting unit and (b) a growth rate of 4 % to calculate the terminal value and a discount rate of 16 % for the Consumer Products reporting unit related to Targus. Management’s estimates of projected cash flows each of the reporting units include, but are not limited to, future earnings of each of the reporting units using revenue growth rates, gross margins, and other cost assumptions consistent with the reporting unit’s historical trends, and working capital requirements and future capital expenditures necessary to fund future operations. The assumptions in the fair value measurements of each of the reporting units reflect the current market environment, industry-specific factors and company-specific factors. 144 Table of Contents NOTE 15 — ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following: December 31, 2025 December 31, 2024 Accrued payroll and related expenses $ 58,422 $ 50,957 Dividends payable 611 2,534 Income taxes payable 697 2,997 Other tax liabilities 14,439 16,184 Contingent consideration — 4,538 Accrued expenses 45,154 51,695 Other liabilities 35,457 56,840 Accrued expenses and other liabilities $ 154,780 $ 185,745 Other tax liabilities primarily consist of uncertain tax positions, sales and VAT taxes payable, and other non-income tax liabilities. Accrued expenses primarily consist of accrued trade payables, investment banking payables and legal settlements. Other liabilities primarily consist of interest payables, accrued legal fees and finance lease liabilities. NOTE 16 — LEASING ARRANGEMENTS Operating Leases The Company’s operating lease assets primarily represent the lease of office space and facilities where the Company conducts its operations. Additional information related to operating leases is presented in the tables below: December 31, 2025 December 31, 2024 Weighted average lease term in years 3.7 4.2 Longest operating lease term in years 6.4 7.4 Weighted average discount rate 6.61 % 6.67 % Year Ended December 31, 2025 December 31, 2024 Operating lease expense (1) $ 17,443 $ 22,330 Operating lease expense attributable to variable lease expense (1) $ 1,995 $ 2,455 Sublease income (1) $ ( 2,662 ) $ ( 2,299 ) Short-term lease expense (1) $ 4,459 $ 333 Cash payments against operating lease liabilities (2) $ 21,793 $ 24,171 Non-cash lease expense transactions (2) $ 2,000 $ 6,057 (1) Operating lease expense is included in selling, general and administrative expenses in the consolidated statements of operations. (2) Cash flows from operating leases are classified as net cash flows from operating activities in the accompanying consolidated statements of cash flows. 145 Table of Contents As of December 31, 2025, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2026 $ 15,404 2027 11,221 2028 9,431 2029 5,522 2030 2,777 Thereafter 1,612 Total lease payments 45,967 Less: imputed interest ( 5,065 ) Total lease liability $ 40,902 Finance Leases The Company’s financing lease assets primarily represent the lease of vehicles for the Company’s subsidiary bebe. As of December 31, 2025 and 2024, finance lease assets of $ 4,254 and $ 3,538 are included in prepaid expenses and other assets with the related liabilities of $ 4,559 and $ 3,723 included in accrued expenses and other liabilities in the accompanying consolidated balance sheets, respectively. As of December 31, 2025, the Company had additional executed office leases that had not commenced yet with minimum lease payments of $ 5,839 . These leases are expected to commence in the first quarter of 2026 with lease terms of two to eight years . The table above excludes these payments as the Company does not recognize the right-of-use assets and lease liabilities until such assets become available to the Company upon lease commencement. As of December 31, 2024, the Company did not have any significant leases executed but not yet commenced. NOTE 17 — NOTES PAYABLE Notes payable consist of the following: December 31, 2024 Nogin convertible note $ 15,242 Bicoastal note 400 FocalPoint deferred cash consideration 12,408 Subtotal 28,050 Less: Unamortized debt discount ( 29 ) Total notes payable, net $ 28,021 On May 3, 2024, upon closing of the acquisition of Nogin, Nogin entered into a secured convertible promissory note agreement, pursuant to which Nogin is obligated to repay a $ 15,000 secured convertible promissory note and a $ 242 contingent interest note. The notes had an aggregate principal amount of $ 15,242 as of December 31, 2024, bear interest at an annual rate of 10.0 %, and mature on May 3, 2027. On March 31, 2025, the Company signed a Deed of ABC, and the notes were no longer an obligation of the Company. Notes payable as of December 31, 2024 also included $ 12,408 related to deferred cash consideration owed to the sellers of FocalPoint, which was paid in full in January 2025. Interest expense was $ 426 and $ 1,640 during the years ended December 31, 2025 and 2024, respectively. 146 Table of Contents NOTE 18 — TERM LOANS AND REVOLVING CREDIT FACILITY Term loans and revolving credit facilities are comprised of the following: December 31, 2025 December 31, 2024 Interest Rate Principal Interest Rate Principal Term Loans: Lingo Term Loan — $ — 7.91 % $ 52,925 Nomura Term Loan — — 11.52 % 122,538 BRPAC Term Loan 6.83 % 64,000 7.42 % 30,106 Oaktree Term Loan 11.82 % 64,117 — — Subtotal 128,117 205,569 Less: Unamortized debt issuance costs and discount ( 8,820 ) ( 6,140 ) Total Term Loans $ 119,297 $ 199,429 December 31, 2025 December 31, 2024 Weighted Average Weighted Average Interest Rate Principal Interest Rate Principal Revolver Loan: Targus Revolver Loan 7.20 % $ 6,638 10.39 % $ 16,329 Oaktree Credit Agreement On February 26, 2025, the Company and BRFH (“BRFH Borrower”) entered into a new credit agreement with a group of funds indirectly or directly controlled by Oaktree with Oaktree Fund Administration, LLC, acting as the administrative agent and collateral agent. The new credit agreement provided for (i) a three-year $ 125,000 secured term loan credit facility (the “Oaktree Term Loan”) and (ii) a four-month $ 35,000 secured delayed draw term loan credit facility (the “Delayed Draw Facility” and, together with the Oaktree Term Loan, the “Credit Facility”). The Oaktree Term Loan matures on the earliest of (i) February 26, 2028, and (ii) a springing maturity date 91 days prior to the maturity of any series of bonds, notes or bank indebtedness of the Company or the BRFH Borrower (other than the Company’s 6.375 % Senior Notes due February 28, 2025 and the Company’s 5.50 % Senior Notes due March 31, 2026) outstanding on such date with an aggregate amount exceeding $ 10,000 (the “Initial Term Loan Maturity Date”). The proceeds from the Oaktree Term Loan were primarily used (a) to repay the existing indebtedness under the Nomura Credit agreement (b) for working capital and general corporate purposes and (c) to pay transaction fees and expenses. The proceeds of the Delayed Draw Facility were used (a) to fund obligations relating to the liquidation of substantially all of the assets of JOANN, Inc. and its subsidiaries and (b) for working capital and general corporate purposes. The Credit Facility accrues interest at the adjusted term SOFR rate (as defined in the Credit Facility) with an applicable margin of 8.00 % or interest at the base rate as defined in the Credit Facility plus an applicable margin of 7.00 %. In addition to paying interest on outstanding borrowings under the Credit Facility, the Company was required to pay (i) a closing fee of 3.00 % of the aggregate principal amount of the loans under the Oaktree Term Loan and 2.00 % of the aggregate principal amount of the loans under the Delayed Draw Facility, and (ii) an exit fee upon the prepayment or repayment of the Credit Facility of 5.00 % of the aggregate principal amount of such loans repaid, provided, that the Oaktree Term Loan exit fee shall not be payable if the share price for the Company’s common stock exceeds a certain threshold. The Company determined that the Credit Facility is an indexed debt obligation under ASC 470, Debt and is accreting the contingent Oaktree Term Loan exit fee to its expected payment amount. The Oaktree Term Loan also contains an additional prepayment premium, as defined in the Oaktree Term Loan, of a minimum of 5.00 %. At December 31, 2025, under the Oaktree Credit Agreement, certain assets with a total carrying value of $ 241,200 collateralize the $ 62,500 outstanding balance of the Oaktree Term Loan and these assets primarily consist of the common and preferred equity interest in GA Holdings and certain other designated loans receivable and equity investments held by the BRFH Borrower. The collateral for the Oaktree Credit Agreement also includes the equity interests in the BRFH Borrower’s subsidiaries, and the Oaktree Credit Agreement covenants, among other things, limit the Company’s, the 147 Table of Contents BRFH Borrower’s and the BRFH Borrower’s subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. The Company is in compliance with all financial covenants in the Oaktree Credit Agreement as of December 31, 2025. Subject to certain eligibility requirements, certain assets of the BRFH Borrower are placed into a borrowing base (the “Borrowing Base”), which serves to limit the borrowings under the Credit Facility. The sale of an asset in the Borrowing Base requires the BRFH Borrower to make a prepayment in an amount equal to the proceeds of such disposition multiplied by the percentage “credit” that is assigned to such asset in the Borrowing Base. The BRFH Borrower may be obligated to prepay the loans or post cash in a controlled account in the event the Borrowing Base falls below a certain level as defined in the Credit Facility. The Company recorded a derivative liability of $ 11,244 related to a mandatory repayment feature in the Credit Facility at the inception of the Credit Facility. (See Note 6 - Fair Value Measurements.) The Company sold certain assets in the Borrowing Base that required the Company to repay $ 62,500 of principal on the Oaktree Term Loan and $ 35,000 on the Delayed Draw Facility during the year ended December 31, 2025. These principal repayments reduced the outstanding balance on the Oaktree Term Loan from $ 125,000 to $ 62,500 and paid the Delayed Draw Facility off in full. Upon the principal repayments on the Oaktree Term Loan and Delayed Draw Facility, the Company recorded losses on extinguishment of debt in the amount of $ 15,639 , included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2025. Interest expense on the Credit Facility to Oaktree during the year ended December 31, 2025 was $ 12,287 (including $ 4,973 related to amortization of discount, deferred debt issuance costs, and exit fee). The Company issued warrants to certain affiliates of Oaktree in connection with the Oaktree Term Loan to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s common stock at an exercise price of $ 5.14 per share. The warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the warrant holders would be entitled to exercise the warrants for up to 19.9 % of the then-outstanding shares of the Company’s common stock. The Company evaluated the warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity , and determined the warrants met the criteria for liability classification and recorded an initial warrant liability of $ 7,860 . The initial measurement of the embedded derivative and warrant liability creates a discount on the carrying amount of the long-term debt, which, together with the original issue discount, debt issuance costs, are amortized via the effective interest method under ASC 835-30, Interest - Imputation of Interest . Subsequent changes in fair value of the embedded derivative and warrant liability are reported in the “Other income (expense)” section in the accompanying consolidated statements of operations. Refer to Note 26(b) - Common Stock Warrants. On March 24, 2025, the Company and the BRFH Borrower entered into Amendment No. 1 to the Credit Facility which, among other things, removed certain pledged stock from the collateral and adjusted mandatory prepayment provisions in connection with dispositions of borrowing base assets. On July 8, 2025, the Company and the BRFH Borrower entered into Amendment No. 2 to the Credit Facility which, among other things, amended the borrowing base to include certain first lien term loans extended to certain subsidiaries of the Company and made certain changes to the negative covenants. On October 8, 2025, the Company and the BRFH Borrower entered into Amendment No. 3 to the Credit Facility with Oaktree which provided that the springing maturity date of the Oaktree Term Loan shall in no event occur prior to March 31, 2027, thereby extending the earliest possible maturity date for the Oaktree Term Loan. On January 14, 2026, the Company and the BRFH Borrower entered into Amendment No. 4 to the Credit Facility which added an additional carve-out with respect to limitation on investments and allows the Company to repurchase unsecured notes on or prior to June 30, 2026 in an aggregate outstanding amount not to exceed $ 25,000 . Targus Credit Agreement On October 18, 2022, Targus (“Targus Borrower”), among others, entered into a credit agreement (“Targus Credit Agreement”) with PNC Bank, National Association (“PNC”), as agent and security trustee for a five-year $ 28,000 term loan and a five-year $ 85,000 revolver loan (the “Targus Revolver Loan”), which was used to finance part of the acquisition of Targus. The final maturity date is October 18, 2027. The Targus Credit Agreement contained certain covenants, including those limiting the Targus Borrower’s ability to incur certain indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus Credit Agreement also contains 148 Table of Contents customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default were to have occurred, the agent would have been entitled to take various actions, including the acceleration of amounts outstanding under the Targus Credit Agreement. On October 31, 2023 and February 20, 2024, the Company entered into Amendment No. 1 and No. 2 to the Targus Credit Agreement, which, among other things, modified the fixed charge coverage ratio (“FCCR”) and the minimum EBITDA requirements which waived the financial covenant breaches for the periods ended September 30, 2023 and December 31, 2023. Amendment No. 2 also provided, among other things, with a cure right for the Company to provide a capital contribution to Targus in the event of a financial covenant breach (the “Keepwell”). On June 27, 2024, the Company entered into Amendment No. 3 to the Targus Credit Agreement to replace the terminating Canadian benchmark interest rate with the Term Canadian Overnight Repo Rate Average Reference Rate. For the periods ended June 30, 2024 and September 30, 2024, the minimum EBITDA covenant was breached. On August 14, 2024, the Company contributed $ 1,602 to Targus to cure the minimum EBITDA covenant that was breached for the period ended June 30, 2024. On November 7, 2024, the Company entered into Amendment No. 4 to the Targus Credit Agreement, which among other things, waived the September 30, 2024 minimum EBITDA covenant breach, reduced the revolving loan sublimits, modified the FCCR covenant, removed the minimum EBITDA requirement, imposed a minimum undrawn availability covenant, and modified the terms of the Keepwell. Concurrently with the effectiveness of Amendment No. 4 to the Targus Credit Agreement, the Company repaid the outstanding balance of the term loan in full with $ 2,100 of revolver loan advances and $ 7,500 of cash from the Company. On May 9, 2025, the Targus Borrower entered into Amendment No. 5 to the Targus Credit Agreement, which among other things, (i) required quarterly repayments of revolver loan advances in an amount equal to $ 2,500 commencing on September 30, 2025 and continuing until the total outstanding amount thereunder is paid in full, (ii) reduced the maximum revolving commitments from $ 30,000 to $ 25,000 , (iii) required the repayment of $ 5,000 of outstanding revolving advances, (iv) requires that the Targus Borrower use commercially reasonable efforts to refinance the obligations under the Targus Credit Agreement by July 31, 2025, (v) requires the Targus Borrower pay one or more quarterly commitment fees of $ 250 until paid in full, and (vi) requires the Targus Borrower to pay a deferred amendment fee of $ 1,000 in the event the Targus Borrower is unable to refinance the Targus Credit Agreement by July 31, 2025. On July 25, 2025, the Targus Borrower entered into Amendment No. 6 to the Targus Credit Agreement, which among other things, (i) requires payment of an amendment fee of $ 150 and (ii) requires that the Targus Borrower pay a revised deferred amendment fee of $ 850 in the event the Company is unable to refinance the obligations under the Targus Credit Agreement by August 15, 2025. On August 15, 2025, the Targus Borrower entered into Amendment No. 7 to the Targus Credit Agreement, which among other things, (i) requires the Targus Borrower to pay an amendment fee of $ 100 and (ii) requires the Targus Borrower to pay the deferred amendment fee of $ 850 in the event the Targus Borrower is unable to refinance the Targus Credit Agreement by August 20, 2025. In connection with the above amendments to the Targus Credit Agreement, the Company entered into Amendment No. 2 to the Keepwell on May 9, 2025, Amendment No. 3 to the Keepwell on July 25, 2025, and Amendment No. 4 to the Keepwell on August 15, 2025, which among other things, modified the conditions under which, if satisfied, the Company would be required to make certain capital contributions to the Targus Borrower. The term loan bore interest on the outstanding principal amount equal to the term SOFR rate plus an applicable margin of 5.75 %. The Targus Revolver Loan consisted of base rate loans that bear interest on the outstanding principal amount equal to the base rate plus an applicable margin of 3.00 % and term rate loans that bear interest on the outstanding principal amount equal to the revolver SOFR rate plus an applicable margin of 4.00 %. The average borrowings under the revolver loan was $ 14,179 for the period from January 1, 2025 through August 19, 2025 (see Targus/FGI Credit Agreement” section below) and $ 21,418 during the year ended December 31, 2024. The amount available for borrowings under the Targus Credit Agreement was $ 5,361 at December 31, 2024. Interest expense on these loans during the years ended December 31, 2025 and 2024 was $ 1,337 (including amortization of deferred debt issuance costs and unused commitment fees of $ 517 ) and $ 4,234 (including amortization of deferred debt issuance costs and unused commitment fees of $ 957 ), respectively. In connection with the principal payments made on the term loan during the year ended December 31, 2024, the Company recorded losses on the extinguishment of this debt in the amount of $ 769 , which was included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2024. As of December 31, 2024, 149 Table of Contents the interest rate on the Targus Revolver Loan ranged between 8.44 % to 11.25 % and the weighted average interest rate on the Targus Revolver Loan was 10.39 %. On August 20, 2025, the Company entered into a new Targus/FGI Credit Agreement to refinance and repay all outstanding obligations under the existing Targus Credit Agreement, as more fully described below, and recorded a loss on extinguishment of debt of $ 950 , which is included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2025. Targus/FGI Credit Agreement On August 20, 2025, the Targus Borrower and certain of the Targus Borrowers’ direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “Targus/FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent and for a three-year $ 30,000 revolving loan facility, the proceeds of which were used to refinance and repay all obligations under the existing Targus Credit Agreement with PNC. The final maturity date of the Targus/FGI Credit Agreement is August 20, 2028. The Targus/FGI Credit Agreement is a revolving line of credit facility with a receivables purchase feature, under which the purchase of eligible receivables is on a full recourse basis with each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25 % per annum or (b) 3.00 % above the term SOFR for a period of one month plus 10 basis points, plus (c) 0.30 % per month collateral management fee. The average borrowings under the revolving loan facility was $ 8,369 for the year ended December 31, 2025. The amount available for borrowings under the Targus/FGI Credit Agreement was $ 10,616 at December 31, 2025. Interest expense on these loans during the year ended December 31, 2025 was $ 405 (including amortization of deferred debt issuance costs of $ 128 ). The Targus/FGI Credit Agreement includes certain embedded features, such as a receivable purchase arrangement, default interest of 3.00 %, certain cost reimbursements, and optional and mandatory prepayments that could result in an acceleration of the Company’s obligations. The mandatory prepayments are triggered by asset disposition, event of loss, over advances and upon an event of default. Certain cost reimbursements and default interest upon a non-credit risk event of default were determined to be embedded derivatives. The Company determined their value was de minimis for the period. The Targus/FGI Credit Agreement is secured by (i) a first priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity interests of the Targus Borrower and its direct and indirect subsidiaries. The Targus/FGI Credit Agreement is secured by substantially all Targus assets as collateral defined in the Targus/FGI Credit Agreement, which assets had an aggregate value of approximately $ 147,172 , including $ 33,949 of accounts receivable and $ 44,843 of inventory as of December 31, 2025. The Targus/FGI Credit Agreement contains certain covenants, including those limiting the FGI Loan Parties’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus/FGI Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus/FGI Credit Agreement. The Company is in compliance with all financial covenants in the Targus/FGI Credit Agreement as of December 31, 2025. As required under the Targus/FGI Credit Agreement, BRCC entered into an amendment to an existing intercompany loan and security agreement to extend an additional subordinated loan to the Targus Borrower at the closing of the Targus/FGI Credit Agreement in the amount of $ 5,000 , increasing the aggregate principal amount of such loan from $ 5,000 to $ 10,000 . On March 13, 2026, BRCC entered into another amendment and agreed to make an additional loan of $ 2,000 , thereby increasing the aggregate principal amount of such loan to $ 12,000 . Lingo Credit Agreement On August 16, 2022, Lingo (“Lingo Borrower”) entered into a credit agreement (the “Lingo Credit Agreement”) by and among the Lingo Borrower, the Company as the secured guarantor, and Banc of California, N.A. in its capacity as the administrative agent and lender, for a five-year $ 45,000 term loan (the “Lingo Term Loan”), which was used to finance part of the purchase of BullsEye Telecom, Inc. by Lingo. Upon a series of amendments, the principal balance of the Lingo 150 Table of Contents Term Loan was increased to $ 73,000 . Prior to repayment as discussed below, principal outstanding was due in quarterly installments. On January 6, 2025, as discussed below, BRPI Acquisition Co LLC (“BRPAC”), a Delaware limited liability company, entered into an amended and restated credit agreement (the “BRPAC Amended Credit Agreement”) with the Banc of California, N.A. in its capacity as the administrative agent and lender and with other lenders party thereto from time to time. A portion of the proceeds from the BRPAC Amended Credit Agreement were used to pay all outstanding principal amounts and accrued interest under the Lingo Term Loan, and the Lingo Credit Agreement was effectively terminated upon repayment on January 6, 2025. The term loan bore interest on the outstanding principal amount equal to the term SOFR rate plus a margin of 3.00 % to 3.75 % per annum, depending on the consolidated total funded debt ratio as defined in the Lingo Credit Agreement, plus applicable spread adjustment. Interest expense on the term loan during the years ended December 31, 2025 and 2024 was $ 62 (including amortization of deferred debt issuance costs of $ 4 ) and $ 5,759 (including amortization of deferred debt issuance costs of $ 542 ), respectively. bebe Credit Agreement As a result of the Company obtaining a majority ownership interest in bebe on October 6, 2023, bebe’s credit agreement with SLR Credit Solutions (the “bebe Credit Agreement”) for a $ 25,000 five-year term loan was included in the outstanding balance of term loans until it was repaid on October 25, 2024, upon the closing of the Brands Transaction as described in Note 5 - Discontinued Operations and Assets Held for Sale. Proceeds of $ 22,188 from closing the Brands Transaction was used to pay off the then outstanding balance of the term loan in full and $ 224 of loan payoff expenses on October 25, 2024. The term loan bore interest on the outstanding principal amount equal to the Term SOFR rate plus a margin of 5.50 % to 6.00 % per annum, depending on the total fixed charge coverage ratio as defined in the bebe Credit Agreement. Interest expense on the term loan during the year ended December 31, 2024 was $ 2,715 (including amortization of deferred debt issuance costs of $ 638 and allocated to “Income from discontinued operations, net of income taxes” line item in the consolidated statement of operations). Nomura Credit Agreement The Company, and its wholly owned subsidiaries, BRFH, and BR Advisory & Investments, LLC had entered into a credit agreement dated June 23, 2021 (as amended, the “Prior Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Wells Fargo Bank, N.A., as collateral agent, for a four -year $ 300,000 secured term loan credit facility (the “Prior Term Loan Facility”) and a four -year $ 80,000 secured revolving loan credit facility (the “Prior Revolving Credit Facility”) with a maturity date of June 23, 2025. On August 21, 2023, the Company and BRFH (the “BRFH Borrower”), and certain direct and indirect subsidiaries of the BRFH Borrower (the “BRFH Guarantors”), entered into a credit agreement (the “Credit Agreement”) with Nomura Corporate Funding Americas, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent, for a four -year $ 500,000 secured term loan credit facility (the “New Term Loan Facility”) and a four -year $ 100,000 secured revolving loan credit facility (the “New Revolving Credit Facility” and together, the “New Credit Facilities”). The purpose of the Credit Agreement was to (i) fund the Freedom VCM equity investment, (ii) prepay in full the Prior Term Loan Facility and Prior Revolving Credit Facility with an aggregate outstanding balance of $ 347,877 , which included $ 342,000 in principal and $ 5,877 in interest and fees, (iii) fund a dividend reserve in an amount not less than $ 65,000 , (iv) pay related fees and expenses, and (v) for general corporate purposes. The Credit Agreement was secured on a first priority basis by a security interest in the equity interests of the BRFH Borrower and each of the BRFH Borrower’s subsidiaries (subject to certain exclusions) and a security interest in substantially all of the assets of the BRFH Borrower and the Guarantors. The Credit Agreement contained certain affirmative and negative covenants customary for financings of this type that, among other things, limited the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. The Credit Agreement contained customary events of default, including with respect to a failure to make payments under the credit facilities, cross-default, certain bankruptcy and insolvency events and customary 151 Table of Contents change of control events. On September 17, 2024, the Company entered into Amendment No. 4 to the Credit Agreement (the “Fourth Nomura Amendment”), and the Company made a payment of $ 85,857 which consisted of a principal payment of $ 85,146 and accrued interest of $ 711 . Loan fees incurred in connection with the Fourth Nomura Amendment totaled $ 5,869 , of which $ 3,523 was added to the principal balance of the term loan. After giving effect to these amounts, the outstanding principal balance on the term loan was reduced from $ 469,750 to $ 388,127 . In connection with the Fourth Nomura Amendment, the revolving credit facility in the amount of $ 100,000 , which had no balance outstanding at September 17, 2024, was terminated, and the Company was required to reduce the principal amount of the term loan to be no greater than $ 100,000 on or prior to September 30, 2025. The scheduled maturity date of the term loan was August 21, 2027. Prior to the Fourth Nomura Amendment, SOFR rate loans under the New Credit Facilities accrued interest at the adjusted term SOFR rate plus an applicable margin of 6.00 %. In addition to paying interest on outstanding borrowings under the New Revolving Credit Facility, the Company was required to pay a quarterly commitment fee based on the unused portion, which was determined by the average utilization of the facility for the immediately preceding fiscal quarter. In connection with the Fourth Nomura Amendment, interest on the term loan increased to SOFR loans accrued interest at the adjusted term SOFR plus an applicable margin of 7.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined plus an applicable margin of 6.00 % cash interest plus 1.50 % paid-in-kind interest; and base rate loans accrued interest at the base rate plus an applicable margin of 6.00 % cash interest or, at the election of the Company, at the adjusted term SOFR determined for such day plus an applicable margin of 5.00 % cash interest plus 1.50 % PIK Interest. Interest expense on the term loan during the years ended December 31, 2025 and 2024 was $ 2,457 (including amortization of deferred debt issuance costs of $ 335 ) and $ 23,529 (including amortization of deferred debt issuance costs of $ 5,799 ), respectively. Interest expense on the revolving facility, which was terminated in connection with the Fourth Nomura Amendment on September 17, 2024, was $ 1,420 (including unused commitment fees of $ 688 and amortization of deferred financing costs of $ 732 ) during the year ended December 31, 2024. The Fourth Nomura Amendment contained certain provisions related to borrowing base, including specific treatment for certain assets in the calculation of borrowing base and also included mandatory prepayment provisions regarding asset sales. On December 9, 2024, the Company entered into Amendment No. 5 to the Credit Agreement (the “Fifth Amendment”), which extended the springing maturity date of the term loans if more than $ 25,000 aggregate principal amount of the 5.50 % 2026 Notes was outstanding to February 3, 2026 and permitted under certain conditions an additional $ 10,000 of telecommunications financing. On January 3, 2025, the Company entered into Amendment No. 6 to the Credit Agreement (the “Sixth Amendment”) which agreed to permit under certain conditions the contribution by BRPI of 100 % of the equity interests in Lingo to BRPAC in connection with the entry into the BRPAC Amended Credit Agreement. There was no fee charged in connection with the Sixth Amendment. The borrowing base, as defined in the Credit Agreement, consisted of a collateral pool that includes certain of the Company’s loans receivables in the amount of $ 112,454 (which was included in the “Loans receivable, at fair value” line item of $ 90,103 reported in the accompanying consolidated balance sheet at December 31, 2024) and investments in the amount of $ 228,292 (which was included in the “Securities and other investments owned, at fair value” line item of $ 282,325 reported in the accompanying consolidated balance sheet at December 31, 2024). As fully discussed in “Oaktree Credit Agreement” above, on February 26, 2025, the Company used proceeds from the Credit Facility to repay the outstanding principal balance under the Prior Credit Agreement. Upon repayment, the Company recorded a loss on extinguishment of debt in the amount of $ 4,666 , which was included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2025. In connection with the principal payments made on the term loan and revolving credit facility with Nomura during the year ended December 31, 2024, the Company recorded losses of the extinguishment of this debt in the amount of $ 17,956 , which was included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2024. BRPAC Credit Agreement On December 19, 2018, BRPAC, UOL, and YMAX Corporation, Delaware corporations (collectively, the “BRPAC Borrowers”), indirect wholly owned subsidiaries of the Company, in the capacity as borrowers, entered into a credit agreement (the “BRPAC Credit Agreement”) with Banc of California, N.A. in the capacity as agent (the “Agent”) and lender and with the other lenders party thereto (the “Closing Date Lenders”). Certain of the BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Credit Agreement and are parties to the BRPAC Credit 152 Table of Contents Agreement in such capacity (collectively, the “Secured Guarantors”; and together with the BRPAC Borrowers, the “Credit Parties”). In addition, the Company and B. Riley Principal Investments, LLC, the parent corporation of BRPAC and a subsidiary of the Company, are guarantors of the obligations under the BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to which the shares outstanding membership interests of BRPAC are pledged as collateral. Through a series of amendments, including the most recent fourth amendment to the BRPAC Credit Agreement (the “Fourth BRPAC Amendment”) on June 21, 2022, the BRPAC Borrowers, the Secured Guarantors, the Agent and the Closing Date Lenders agreed to the following, among other things: (i) the Lenders agreed to make a new $ 75,000 term loan to the BRPAC Borrowers, the proceeds of which the BRPAC Borrowers used to repay the outstanding principal amount of the existing terms loans and optional loans and will use for other general corporate purposes, (ii) a new applicable margin level of 3.50 % was established as set forth from the date of the Fourth BRPAC Amendment, (iii) Marconi Wireless was added to the BRPAC Borrowers, (iv) the maturity date of the term loan was set to June 30, 2027, and (v) the BRPAC Borrowers were permitted to make certain distributions to the parent company of the BRPAC Borrowers. The borrowings under the amended BRPAC Credit Agreement bear interest equal to the 30 -day Average SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers’ consolidated total funded debt ratio as defined in the BRPAC Credit Agreement. On January 6, 2025 (the “Closing Date”), BRPAC entered into the BRPAC Amended Credit Agreement with certain subsidiaries of the Company, the Banc of California, in the capacity as agent and lender and with other lenders party thereto from time to time. The Company’s subsidiary Lingo was added as a BRPAC Borrower to the BRPAC Amended Credit Agreement. Pursuant to the BRPAC Amended Credit Agreement, the lenders made a new five-year $ 80,000 term loan to the BRPAC Borrowers, the proceeds of which were used to repay in full the obligations under the original BRPAC Credit Agreement dated December 19, 2018 and the Lingo Credit Agreement. Upon repayment of the obligations, the Company recorded a loss on extinguishment of debt in the amount of $ 389 , which was included in the “Loss on extinguishment of debt” line item in the accompanying consolidated statement of operations during the year ended December 31, 2025. In connection with the BRPAC Amended Credit Agreement, the BRPAC Borrowers also made certain distributions to the parent company of the BRPAC Borrowers from existing cash on hand. The BRPAC Amended Credit Agreement also builds in provisions for incremental term loans up to $ 40,000 allowing certain distributions to the parent company of the BRPAC Borrowers from the proceeds of such incremental term loans. The modification amended the reference rate from 30 -day Average SOFR to Term SOFR. The BRPAC Borrowers’ U.S. subsidiaries are guarantors of all obligations under the BRPAC Amended Credit Agreement. The obligations under the BRPAC Amended Credit Agreement are secured by first-priority liens on, and first priority security interest in, substantially all of the assets of the BRPAC Borrowers totaling approximately $ 309,874 as of December 31, 2025 (which includes $ 15,069 of accounts receivable and $ 3,176 of inventory), including a pledge of (a) 100 % of the equity interests of the BRPAC Borrowers; (b) 65 % of the equity interests in United Online Software Development (India) Private Limited, a private limited company organized under the laws of India; and (c) 65 % of the equity interests in magicJack VocalTec Ltd., an Israel corporation. Such security interests are evidenced by pledge, security, and other related agreements. The refinancing consolidated the prior Lingo Credit Agreement and the BRPAC Credit Agreements into a single debt facility, the BRPAC Amended Credit Agreement. For accounting purposes, the modification of terms was considered a troubled debt restructuring. As the future undiscounted cash payments under the terms of the modified debt exceeded the carrying amount of the old debt on the modification date, the Company accounted for the restructuring on a prospective basis using the revised effective interest rate established under the amended agreement. The carrying amount of the restructured debt includes variable interest rates from Term SOFR. The borrowings under the BRPAC Amended Credit Agreement bear interest equal to the Term SOFR rate plus a margin of 2.75 % to 3.50 % per annum, depending on the BRPAC Borrowers consolidated total funded debt ratio as defined in the BRPAC Amended Credit Agreement. The interest rate is subject to a margin level of 3.25 %. As of the Closing Date, the outstanding principal amount was $ 80,000 with quarterly installments of principal due in the amount of $ 4,000 , and any remaining principal balance is due at final maturity on January 6, 2030. Interest expense on the term loan during the years ended December 31, 2025 and 2024 was $ 5,964 (including amortization of deferred debt issuance costs of $ 424 ) and $ 3,525 (including amortization of deferred debt issuance costs of $ 252 ), respectively. 153 Table of Contents The BRPAC Amended Credit Agreement contains certain covenants, including those limiting the Credit Parties’, and their subsidiaries’, ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the BRPAC Amended Credit Agreement requires the Credit Parties to maintain certain financial ratios. The BRPAC Amended Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an event of default occurs, the agent would be entitled to take various actions, including the acceleration of outstanding amounts due under the BRPAC Amended Credit Agreement. The Company is in compliance with all financial covenants in the BRPAC Amended Credit Agreement as of December 31, 2025. NOTE 19 — SENIOR NOTES PAYABLE Senior notes payable, net, are comprised of the following: Effective Interest Rate December 31, 2025 December 31, 2024 Senior Notes Payable, Net of Debt Discount: 6.375 % Senior notes due February 28, 2025 — $ — $ 145,211 5.50 % Senior notes due March 31, 2026 6.07 % 101,523 216,662 6.50 % Senior notes due September 30, 2026 6.82 % 178,242 180,464 5.00 % Senior notes due December 31, 2026 5.57 % 176,772 322,667 8.00 % New Notes due January 1, 2028 0.00 % 268,016 — 6.00 % Senior notes due January 31, 2028 6.50 % 213,989 264,345 5.25 % Senior notes due August 31, 2028 5.78 % 363,256 401,307 Subtotal 1,301,798 1,530,656 Less: Unamortized debt issuance costs — ( 95 ) Total Senior Notes Payable $ 1,301,798 $ 1,530,561 As of December 31, 2025 and 2024, the senior notes had a weighted average interest rate of 5.60 % and 5.62 %, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes during the years ended December 31, 2025 and 2024 totaled $ 69,233 and $ 92,650 , respectively. The senior notes are unsecured obligations and are not secured by any of the Company’s or its subsidiaries’ assets and therefore are effectively subordinated to any existing and future secured indebtedness to the extent of the collateral securing such indebtedness. On March 30, 2026, the Company completed the full redemption equal to $ 95,991 aggregate principal amount of its 5.50 % Senior Notes due 2026 (the “ 5.50 % 2026 Notes”). The redemption price was equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the redemption date. In connection with the full redemption, the 5.50 % 2026 Notes, which were listed on Nasdaq under the ticker symbol “RILYK,” were delisted from Nasdaq and ceased trading on the redemption date. On February 28, 2025, the Company redeemed all of the $ 145,211 of issued and outstanding 6.375 % Senior Notes due February 28, 2025 (the “ 6.375 % 2025 Notes”). The redemption price was equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the redemption date. In connection with the full redemption, the 6.375 % 2025 Notes, which were listed on Nasdaq under the ticker symbol “RILYM,” were delisted from Nasdaq and ceased trading on the redemption date. During the year ended December 31, 2025, the Company repurchased $ 201 of 6.50 % Senior Notes due September 30, 2026 and $ 932 of 5.00 % Senior Notes due December 31, 2026 from the open market for $ 154 and $ 639 , respectively. The repurchase was accounted for as an extinguishment and the Company recognized an aggregate gain of $ 346 . During the year ended December 31, 2025, the Company completed five private exchange transactions with institutional investors pursuant to which the investors exchanged senior notes for the New Notes, whereupon the exchanged notes were cancelled. The exchange dates, senior notes exchanged, New Notes issued and the issuance of warrants in 154 Table of Contents conjunction with each of the five private exchange transactions (see Note 26 - Stockholders’ Equity for discussion of the warrants) during the year ended December 31, 2025 are summarized in the following table: Exchange Date Total March 26, 2025 April 7, 2025 May 21, 2025 June 30, 2025 July 11, 2025 5.50 % Senior Notes due 2026 $ 86,309 $ — $ 29,535 $ — $ — $ 115,844 6.50 % Senior Notes due 2026 — — — — 2,061 2,061 5.00 % Senior Notes due 2026 36,745 7,000 75,000 8,021 19,682 146,448 6.00 % Senior Notes due 2028 — 10,000 34,537 1,892 4,706 51,135 5.25 % Senior Notes due 2028 — 5,000 — 18,096 16,389 39,485 Total exchanged Senior Notes principal $ 123,054 $ 22,000 $ 139,072 $ 28,009 $ 42,838 $ 354,973 8.00 % New Notes principal due in 2028 $ 87,753 $ 9,992 $ 93,067 $ 13,000 $ 24,611 $ 228,423 Warrants issued with the exchange (Note 26) 351,012 39,968 372,268 52,000 98,444 913,692 The total principal amount of New Notes issued for the five exchanges above totaled $ 228,423 . The carrying amount of the New Notes in the amount of $ 268,016 at December 31, 2025 also includes the future undiscounted cash payments representing interest in the amount of $ 39,593 . Each of the exchanges above represented a troubled debt restructuring. As the carrying amount of the debt for each exchange exceeded the future undiscounted cash payments under the terms of the New Notes on the date of each exchange, the Company recorded a gain on the debt restructuring of $ 67,208 during the year ended December 31, 2025. The per share amount of aggregate gain on the restructuring of payables is $ 2.20 . The New Notes were recognized at a carrying value of $ 107,156 for the exchange dated March 26, 2025, $ 140,312 for the three exchanges dated April 7, 2025, May 21, 2025, and June 30, 2025, and $ 29,539 for the exchange dated July 11, 2025 that is equal to the future undiscounted cash payments of the New Notes, and no future interest expense is recognized since the effective interest rate was set to zero upon the restructuring. The New Notes were issued pursuant to an indenture, dated as of March 26, 2025 (the “New Notes Indenture”), governing the issuance of New Notes dated March 26, 2025, April 7, 2025, May 21, 2025, June 30, 2025, and July 11, 2025 for the five exchanges noted above, between the Company, certain subsidiaries of the Company, as guarantors, and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee and collateral agent, and the New Notes are unconditionally guaranteed jointly and severally by all direct and indirect wholly-owned restricted subsidiaries of the Company, subject to certain excluded subsidiaries (collectively, the “Guarantors”). The New Notes are secured on a second lien basis, junior to the obligations under the Company’s Credit Facility, by substantially all of the assets of the Company and the Guarantors. The New Notes mature on January 1, 2028 and accrue interest at a rate of 8.00 % per annum, payable semi-annually in arrears on April 30 and October 31, beginning on October 31, 2025. The Company is required to pay default interest of 8.00 % on accrued interest if the Company fails to pay interest when due. The Company paid interest of $ 8,990 on the New Notes on October 31, 2025, which reduced the New Notes carrying value. The Company has the right to redeem the New Notes at any time, in whole or in part. If the New Notes are redeemed prior to March 26, 2026 (including bankruptcy – see events of default below), the redemption price is equal to (1) 100 % of the aggregate principal plus (2) a premium, if any, that is the excess for interest payments from the redemption date through March 26, 2026 discounted by the Treasury rate plus 50 basis points over the principal of the Notes being redeemed (the “Applicable Premium”) plus (3) any unpaid and accrued interest that excludes the redemption date. If the New Notes are redeemed after March 26, 2026, including a tender offer, the Company may repay the New Notes at principal plus accrued and unpaid interest if any, but excluding the redemption date. 155 Table of Contents The New Notes include a change of control provision, where the holders of the New Notes have the right to require the Company to repurchase all or a portion of the New Notes at a purchase price, in cash, equal to 101 % of the principal amount thereof, plus accrued and unpaid interest if the Company does not exercise its redemption option. The New Notes also contain certain other events of default that could result in an acceleration of the Company’s obligations under the New Notes. In addition, if the Company or its restricted subsidiaries engage in certain asset sales and do not invest such proceeds or permanently reduce certain debt within a specified period of time, the Company may be required to use a portion of the proceeds of such asset sales above a specified threshold to make an offer to purchase the New Notes at a price equal to 100 % of the principal amount of the New Notes being purchased, plus accrued and unpaid interest. The New Notes Indenture contains certain covenants that, among other things, limit the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests. In connection with the issuance of the warrants (further described in Note 26), the Company entered into registration rights agreements with the investors, pursuant to which the Company granted such investors (i) certain shelf registration rights whereby the Company will register resales of the shares of Common Stock issued upon exercise of the warrants and (ii) certain piggyback registration rights, in each case subject to the terms and conditions set forth in the registration rights agreements. As of December 31, 2025, the aggregate maturities of borrowings from term loans, credit facilities, and senior notes for the next five years are as follows: Term Loans Revolving Credit Facility Senior Notes Payable Total Principal payments: 2026 $ 16,000 $ — $ 457,200 $ 473,200 2027 16,000 — — 16,000 2028 84,750 6,638 809,344 900,732 2029 12,000 — — 12,000 2030 4,000 — — 4,000 Total principal payments 132,750 6,638 1,266,544 1,405,932 Future undiscounted cash payments representing interest for New Notes — — 39,593 39,593 Less: unamortized debt issuance costs and discount ( 13,453 ) — ( 4,339 ) ( 17,792 ) Total borrowings, net $ 119,297 $ 6,638 $ 1,301,798 $ 1,427,733 NOTE 20 — NONCONTROLLING INTERESTS BRSH On March 10, 2025, a merger subsidiary of the Company’s wholly-owned subsidiary BRSH, which is primarily comprised of the broker dealer operations within the Capital Markets segment, merged with a shell corporation and issued 0.6 % of the equity in BRSH to certain investors in the shell corporation. Upon completion of the transaction the investors in the shell corporation became minority stockholders of BRSH. The Company also issued restricted stock awards, as more fully described in Note 25(d) - BRSH Stock Incentive Plan, and, assuming the full issuance of the restricted stock awards are vested, the Company owned 89.4 % majority-interest in BRSH as of the date of the merger. 156 Table of Contents The shell corporation that merged with BRSH on March 10, 2025 did not meet the definition of a business, since it did not have any assets, liabilities, or operations and was treated as the initial recognition of a variable interest entity, as more fully described in Note 3 - Variable Interest Entities. BRC Trust BRC Trust was formed on January 6, 2025, and is a variable interest entity as more fully described in Note 3 - Variable Interest Entities. The noncontrolling interest of BRC Trust that is not owned by the Company includes 86.6 % of the equity interests in the BRC Trust. Of the 86.6 % equity interests not owned by the Company, 58.2 % is owned by related parties, as more fully described in Note 28 - Related Party Transactions. 157 Table of Contents NOTE 21 — REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers from the Company’s seven reportable operating segments and the Corporate and All Other category during the years ended December 31, 2025 and 2024 is reported below. Capital Markets Wealth Management Lingo magicJack Marconi Wireless UOL Consumer Products Corporate & All Other Total Revenues for the year ended December 31, 2025: Corporate finance, consulting and investment banking fees $ 131,063 $ — $ — $ — $ — $ — $ — $ ( 435 ) $ 130,628 Wealth and asset management fees — 126,966 — — — — — 7,111 134,077 Commissions, fees and reimbursed expenses 18,958 8,986 — — — — — 473 28,417 Subscription services — — 164,148 34,459 31,394 11,154 — — 241,155 Sale of goods — — — 1,236 3,390 — 181,540 4,948 191,114 Advertising and other (1) — — — 2,239 — 1,991 — 59,366 63,596 Total revenues from contracts with customers 150,021 135,952 164,148 37,934 34,784 13,145 181,540 71,463 788,987 Trading gains, net 106,364 17,507 — — — — — 1,659 125,530 Fair value adjustments on loans ( 3,131 ) — — — — — — 2,683 ( 448 ) Interest income - loans 65 — — — — — — 10,509 10,574 Interest income - securities lending 6,993 — — — — — — — 6,993 Other 4,400 22,113 — — — — — 9,450 35,963 Total revenues $ 264,712 $ 175,572 $ 164,148 $ 37,934 $ 34,784 $ 13,145 $ 181,540 $ 95,764 $ 967,599 (1) Advertising and other revenues for the Corporate and All Other category primarily consist of bebe’s revenues from merchandise rental fees. These also include recycling processing fees for a regional environmental services business, which was sold in March 2025, and managed service fees for Nogin, an e-commerce, technology platform provider, through March 31, 2025. 158 Table of Contents Capital Markets Wealth Management Lingo magicJack Marconi Wireless UOL Consumer Products Corporate & All Other Total Revenues for the year ended December 31, 2024: Corporate finance, consulting and investment banking fees $ 153,931 $ — $ — $ — $ — $ — $ — $ 457 $ 154,388 Wealth and asset management fees — 180,464 — — — — — 4,795 185,259 Commissions, fees and reimbursed expenses 22,545 9,472 — — — — — 360 32,377 Subscription services — — 195,838 38,408 37,216 12,853 — — 284,315 Sale of goods — — — 1,598 3,991 — 202,597 12,433 220,619 Advertising and other (1) — — 48 2,839 — 2,280 — 103,855 109,022 Total revenues from contracts with customers 176,476 189,936 195,886 42,845 41,207 15,133 202,597 121,900 985,980 Trading (losses) gains, net ( 41,710 ) 3,278 — — — — — ( 18,575 ) ( 57,007 ) Fair value adjustments on loans ( 63 ) — — — — — — ( 325,435 ) ( 325,498 ) Interest income - loans 1,829 — — — — — — 52,312 54,141 Interest income - securities lending 70,862 — — — — — — — 70,862 Other 10,274 7,532 — — — — — 137 17,943 Total revenues $ 217,668 $ 200,746 $ 195,886 $ 42,845 $ 41,207 $ 15,133 $ 202,597 $ ( 169,661 ) $ 746,421 (1) Advertising and other revenues for the Corporate and All Other category primarily consist of bebe’s revenues from merchandise rental fees. These also include recycling processing fees for a regional environmental services business, which was sold in March 2025, and managed service fees for Nogin, an e-commerce, technology platform provider, through March 31, 2025. 159 Table of Contents 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. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of the Company’s past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. Payment terms vary by customer with due dates varying in advance of service or upon invoice of the service or for the sale of goods with credit terms. Revenues by geographic region by segment is included in Note 29 - Business Segments. The following provides detailed information on the recognition of the Company’s revenues from contracts with customers: Corporate finance, consulting and investment banking fees . 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 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. Fees earned from bankruptcy, financial advisory, forensic accounting and real estate consulting 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. 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. Wealth and asset management fees . Fees from wealth and asset management services consist primarily of investment management fees that are recognized over the period the performance obligation for the services are provided. Investment management fees are primarily comprised of fees for investment management services and are generally based on the dollar amount of the assets being managed. Commissions, fees and reimbursed expenses . Commissions and other fees from clients for trading activities are earned from equity securities transactions executed as agent or principal are recorded at a point in time on a trade date basis. Revenues from fees and reimbursed expenses for valuation services to clients are recognized when the performance obligation is completed and is generally at the point in time upon delivery of the report to the customer. Subscription services . Subscription service revenues are primarily earned from the Lingo, magicJack, Marconi Wireless, and UOL segments’ service contracts and are recognized in the period in which the transaction price has been determinable and the related performance obligations for services are provided to the customer. UOL pay accounts generally pay in advance for their internet access services and revenues are then recognized ratably over the service period. Subscription service revenues from magicJack include (a) revenues for initial access rights, which are recognized ratably over the service term, (b) revenues from access rights renewal, which are recognized ratably over the extended access right period; (c) revenues from access and wholesale charges, which are recognized as calls are terminated to the network; (d) revenues from UCaaS services, which are recognized in the period the services are provided over the term of the customer agreements; and (e) prepaid international long distance minutes, which are recognized as the minutes are used or expired. Subscription service revenues from our mobile phone business include revenues from mobile voice, text, and data services 160 Table of Contents and are recognized ratably over the service period. Voice, text, and data overage charges are recognized over time as the consumer simultaneously receives and consumes the benefits each period as the Company performs. Sale of goods. Sale of goods primarily consists of the sale of magicJack and Marconi Wireless devices and amounts from the sale of goods from Targus in the Consumer Products segment and from Nogin in the Corporate and All Other category. Revenues from the sale of magicJack and Marconi Wireless devices are recognized upon delivery (when control transfers to the customer). Sale of product revenues also include the related shipping and handling and installment fees, if applicable. Revenue from the sale of Targus and Nogin goods is recognized when control of the product transfers to the customer, generally upon product shipment. Revenue is measured as the amount of consideration expected to be received in exchange for the transfer of product. There are no significant judgments or estimates made to determine the amount or timing of reported revenues. Sales terms do not allow for a right of return except for matters related to products with defects or damages. Advertising and other . Advertising revenues consist of amounts from UOL’s Internet search partner that are generated as a result of users utilizing the partner’s Internet search services and amounts generated from display advertisements. Advertising revenues are recognized in the period in which the advertisement is displayed or, for performance-based arrangements, when the related performance criteria are met. In determining whether an arrangement exists, the Company ensures that a written contract is in place, such as a standard insertion order or a customer-specific agreement. The Company assesses whether performance criteria have been met and whether the transaction price is determinable based on a reconciliation of the performance criteria and the payment terms associated with the transaction. The reconciliation of the performance criteria generally includes a comparison of customer-provided performance data to the contractual performance obligation and to internal or third-party performance data in circumstances where that data is available. Other income primarily consists of services revenues from the operations of an e-commerce, technology platform provider, a regional environmental services business, which was sold in March 2025, and bebe. The e-commerce, technology platform provider delivers CaaS solutions for apparel brands and other retailers. Revenues primarily consist of managed service fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce platform. 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 environmental services business was engaged in the recycling of scrap and waste materials and dealt primarily in paper products. Customer arrangements contained a single obligation to transfer processed recycled goods and revenues were recognized at a point in time as processing fees when the performance obligation was satisfied. bebe’s revenues are primarily from rental fees of merchandise, and revenue is recognized over the rental term. Information on Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligation(s) with an original expected duration exceeding one year was not material as of December 31, 2025. Corporate finance and investment banking fees and retail liquidation engagement fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price as of December 31, 2025. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligation(s) are satisfied. The Company’s deferred revenue primarily relates to retainer and milestone fees received from corporate finance and investment banking advisory engagements, asset management agreements, financial consulting engagements, subscription services where the performance obligation has not yet been satisfied. 161 Table of Contents The following table presents changes in deferred revenue during the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Deferred revenue at the beginning of period $ 58,148 $ 70,514 Additions to deferred revenue during the period 150,425 175,222 Reductions to deferred revenue for revenue recognized during the period ( 158,666 ) ( 187,588 ) Deferred revenue balance at the end of period $ 49,907 $ 58,148 During the years ended December 31, 2025 and 2024, the Company recognized revenue of $ 35,991 and $ 41,671 that was recorded as deferred revenue at the beginning of the respective year. The Company expects to recognize the deferred revenue of $ 49,907 as of December 31, 2025 as service and fee revenues when the performance obligation is met during the years as follows: Contract liabilities expected to be recognized in Amount 2026 $ 32,759 2027 8,183 2028 4,175 2029 1,620 2030 935 Thereafter 2,235 Total $ 49,907 The following table contains a roll forward of unbilled receivables, which are included in prepaid expenses and other assets, for the years ended December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Beginning balance $ 3,387 $ 7,310 Additional unbilled revenue recognized 6,030 32,808 Less: Amounts billed to customers ( 6,690 ) ( 36,731 ) Ending balance $ 2,727 $ 3,387 Costs to Obtain or Fulfill a Contract The Company capitalizes: (1) costs to fulfill contracts associated with corporate finance and investment banking engagements where the revenue is recognized at a point in time and the costs are determined to be recoverable and; (2) commissions paid to obtain magicJack contracts which are recognized ratably over the contract term and third party support costs for magicJack and related equipment purchased by customers which are recognized ratably over the service period. The capitalized costs to fulfill a contract were $ 4,550 and $ 5,694 as of December 31, 2025 and 2024, respectively, and are recorded in the “Prepaid expenses and other assets” line item in the accompanying consolidated balance sheets. For the twelve months ended December 31, 2025 and 2024, the Company recognized expenses of $ 4,367 and $ 5,440 related to the amortization of capitalized costs to fulfill a contract, respectively. There were no significant impairment charges recognized in relation to these capitalized costs during the twelve months ended December 31, 2025 and 2024. Remaining Performance Obligations and Revenue Recognized from Past Performance The Company does not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially 162 Table of Contents unsatisfied performance obligations with an original expected duration exceeding one year was not material as of December 31, 2025. Corporate finance and investment banking fees that are contingent upon completion of a specific milestone and fees associated with certain distribution services are also excluded as the fees are considered variable and not included in the transaction price as of December 31, 2025. During the years ended December 31, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time and over time were: December 31, 2025 December 31, 2024 Revenue recognized at a point in time $ 423,821 $ 498,421 Revenue recognized over time 365,166 487,559 Total revenue $ 788,987 $ 985,980 NOTE 22 — RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $ 195 and $ 1,522 (which were included in the “Restructuring charge” line item in the accompanying consolidated statements of operations) during the years ended December 31, 2025 and 2024, respectively. The restructuring charges during the year ended December 31, 2025 were primarily related to reorganization and consolidation activities in the Consumer Products segment and Corporate and All Other category, which consisted of reductions in workforce. The restructuring charges during the year ended December 31, 2024 were primarily related to reorganization and consolidation activities in the Lingo segment and Consumer Products segment, which consisted of reductions in workforce. The following table summarizes the changes in accrued restructuring charge during the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Balance, beginning of year $ 1,316 $ 2,540 Restructuring charge 195 1,522 Cash paid ( 930 ) ( 2,158 ) Non-cash items ( 220 ) ( 588 ) Balance, end of year $ 361 $ 1,316 The following table summarizes the restructuring activities by reportable segment during the years ended December 31, 2025 and 2024: Lingo Consumer Products Corporate & All Other Total Restructuring charges for the year ended December 31, 2025: Employee termination costs $ — $ ( 90 ) $ 285 $ 195 Total restructuring charge $ — $ ( 90 ) $ 285 $ 195 Restructuring charges for the year ended December 31, 2024: Employee termination costs $ 379 $ 1,143 $ — $ 1,522 Total restructuring charge $ 379 $ 1,143 $ — $ 1,522 163 Table of Contents NOTE 23 — INCOME TAXES During the years ended December 31, 2025 and 2024, the Company’s income (loss) from continuing operations before income taxes of $ 229,559 and $( 900,396 ) includes a United States component of income (loss) from continuing operations before income taxes of $ 219,246 and $( 908,886 ) and a foreign component comprised of income from continuing operations before income taxes of $ 10,313 and $ 8,490 , respectively. The Company will recognize any U.S. income tax expense it may incur on global intangible low tax income as income tax expense in the period in which the tax is incurred. The Company’s (benefit from) provision for income taxes consists of the following during the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Current: Federal $ ( 14,853 ) $ — State 2,280 300 Foreign ( 8,593 ) 2,515 Total current provision ( 21,166 ) 2,815 Deferred: Federal 8,745 18,154 State 3,298 632 Foreign ( 762 ) 412 Total deferred 11,281 19,198 Total (benefit from) provision for income taxes $ ( 9,885 ) $ 22,013 Net income tax payments during the year ended December 31, 2025 are as follows: Year Ended December 31, 2025 Federal $ ( 605 ) States and local: Alabama 292 California 709 New York 552 Tennessee 220 Texas 247 Other states and local 744 Total states and local 2,764 Foreign: Australia 241 Canada 611 India 239 United Kingdom 1,904 Other foreign 73 Total foreign 3,068 Total net income tax payments $ 5,227 164 Table of Contents A reconciliation of the federal statutory rate of 21.0 % to the effective tax rate for income from continuing operations before income taxes is as follows in accordance with the adoption of ASU 2023-09, which became effective in the year ended December 31, 2025: Year Ended December 31, 2025 Amount Rate Federal statutory rate $ 48,208 21.0 % Adjustments resulting from the tax effect of: State and local income tax, net of federal income tax (1) 3,486 1.5 % Foreign Tax Effects: Israel: Changes in valuation allowance ( 61,616 ) ( 26.8 %) Changes in net operating loss carryforwards and other attributes due to dissolution 61,616 26.8 % Other foreign: Foreign tax differential ( 782 ) ( 0.3 %) Changes in valuation allowance ( 47 ) — % Effect of cross-border tax laws: Global intangible low-taxed income and Pillar II 961 0.4 % Changes in valuation allowance ( 29,451 ) ( 12.9 %) Nontaxable or nondeductible items: Share-based compensation ( 1,270 ) ( 0.6 %) Goodwill and impairment of intangibles 3,226 1.4 % Gain on sale from disposition of businesses ( 2,826 ) ( 1.2 %) Executive compensation limitation 3,158 1.4 % Other 416 0.2 % Change in unrecognized tax benefits ( 10,842 ) ( 4.8 %) Other: Intangible assets ( 8,023 ) ( 3.5 %) Fair value adjustments on investments ( 8,326 ) ( 3.6 %) Fair value adjustments on debt instruments ( 3,551 ) ( 1.5 %) Other adjustments ( 4,222 ) ( 1.8 %) Effective income tax benefit rate $ ( 9,885 ) ( 4.3 %) (1) During the year ended December 31, 2025, the tax effect in this category was primarily driven by state taxes in New York, California, and Virginia (greater than 50 percent). The effective income tax benefit rate is less than the federal statutory rate, primarily due to the full valuation allowance for deferred income taxes and the benefit recorded during the year ended December 31, 2025 for the release of uncertain tax positions a) in Israel in the amount of $ 10,530 and b) transfer pricing related to Targus pre-acquisition by BRCGH of $ 5,649 . 165 Table of Contents A reconciliation of the federal statutory rate of 21.0 % to the effective tax rate for loss from continuing operations before income taxes is as follows during the year ended December 31, 2024: Year Ended December 31, 2024 Provision for income taxes at federal statutory rate ( 21.0 %) State income taxes, net of federal benefit ( 6.3 %) Employee share-based compensation 0.5 % Goodwill and impairment of intangibles 0.8 % Provision true-up 1.5 % Change in valuation allowance 27.4 % Other ( 0.5 %) Effective income tax rate 2.4 % Deferred income tax assets (liabilities) consisted of the following as of December 31, 2025 and 2024: December 31, 2025 2024 Deferred tax assets: Accrued liabilities and other $ 5,478 $ 9,682 Loans receivable and investments 8,521 144,008 Other 7,999 1,583 Lease liabilities 10,546 21,999 Deferred revenue 5,273 7,717 Long-term debt 19,180 — Share-based payments 2,094 3,464 Credit carryforwards 793 973 Capital loss carryforward 2,005 64,875 Excess business interest expense 45,188 22,275 Net operating loss carryforward 166,864 103,559 Total deferred tax assets 273,941 380,135 Deferred tax liabilities: Deductible goodwill and other intangibles ( 19,250 ) ( 8,169 ) Right-of-use assets ( 8,227 ) ( 19,160 ) Equity method investments ( 31,057 ) ( 27,435 ) Other ( 11,381 ) ( 5,479 ) Total deferred tax liabilities ( 69,915 ) ( 60,243 ) Net deferred tax assets 204,026 319,892 Valuation allowance ( 207,372 ) ( 311,756 ) Net deferred tax (liability) asset $ ( 3,346 ) $ 8,136 Deferred tax assets, net $ 763 $ 13,598 Deferred tax liabilities, net ( 4,109 ) ( 5,462 ) Net deferred tax (liability) asset $ ( 3,346 ) $ 8,136 166 Table of Contents As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 602,913 and state net operating loss carryforwards of $ 688,239 . As of December 31, 2024, the Company had federal net operating loss carryforwards of $ 344,508 and state net operating loss carryforwards of $ 71,248 . There was no benefit or expense for income taxes recorded on net operating losses during the year ended December 31, 2025 or 2024 due to the valuation allowance. The Company has $ 39,319 of state capital loss carryovers as of December 31, 2025 that is available for carryforwards and will start to expire December 31, 2028. The Company’s federal net operating loss carryforwards generated in 2023 through 2025 of $ 278,310 will be limited to offsetting 80% of taxable income but do not expire. The remaining federal net operating loss carryforwards will expire in the tax years commencing in December 31, 2033 through December 31, 2038. The state net operating loss carryforwards will expire in tax years commencing in December 31, 2030. The Company establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits of operating loss, capital loss, and tax credit carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. The Company’s net operating losses are subject to annual limitations in accordance with Internal Revenue Code Section 382. Accordingly, the Company is limited to the amount of net operating loss that may be utilized in future taxable years depending on the Company’s actual taxable income. As of December 31, 2025, a valuation allowance in the amount of $ 207,372 has been recorded, as it is more likely than not that the Company will not be able to utilize tax benefits before they expire. The valuation allowance decreased by $ 104,384 during the year ended December 31, 2025, primarily due to realized losses in 2025 from loans receivable and investments, the utilization of capital loss carryforwards to offset gains from the sale of businesses in the current year, and the release of the valuation allowance established for tax attributes that no longer exist at December 31, 2025 that related to a foreign subsidiary that was liquidated in 2025. As of December 31, 2024, a valuation allowance in the amount of $ 311,756 has been recorded since it is more likely than not that the Company will not be able to utilize tax benefits before they expire. The Company’s net deferred tax assets at December 31, 2024 of $ 11,013 represent the amount of refund claims available from capital loss carrybacks of previously reported taxable capital gains in prior year tax returns. The valuation allowance increased by $ 207,439 during the year ended December 31, 2024, primarily due net operating losses, realized and unrealized losses on investments, and fair value adjustments for loans receivable in the current year. As of December 31, 2025, the Company did not have any gross unrecognized tax benefits which would have an impact on the Company’s effective income tax rate, if recognized. A reconciliation of the amounts of gross unrecognized tax benefits (before federal impact of state items), excluding interest and penalties, was as follows: Year Ended December 31, 2025 2024 Beginning balance $ 13,162 $ 14,819 Additions for prior year tax positions 4,177 23 Reductions for prior year tax positions ( 6,461 ) — Reductions due to lapse in statutes of limitations ( 3,363 ) ( 1,680 ) Ending balance $ 7,515 $ 13,162 The Company files income tax returns in the U.S., various state and local jurisdictions, and certain other foreign jurisdictions. The Company is currently under audit by certain state and local and foreign tax authorities. The audits are in varying stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, case law developments, and closing of statutes of limitations. Such adjustments are reflected in the provision for income taxes, as appropriate. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the calendar years ended December 31, 2022 to 2025. At December 31, 2025, the Company intends to indefinitely reinvest foreign earnings and cash unless such repatriation results in no or minimal tax costs. It is not practicable to determine the amount of an unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries. As of December 31, 2025, the Company believes it is reasonably possible that its gross liabilities for unrecognized tax benefits may decrease by $ 1,838 within the next 12 months due to expiration of statute of limitations. During the year ended December 31, 2025, the Company had accrued interest and penalties relating to uncertain tax positions of $ 3,820 , which is included in income taxes payable. During the year ended December 31, 2025, the Company 167 Table of Contents recorded a release of $ 9,415 , related to interest and penalties for uncertain tax positions primarily due to the lapse in statute of limitations. On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to the Company beginning in fiscal year 2026. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures. The changes are not expected to have a material impact to the Company. NOTE 24 — EARNINGS PER SHARE Basic earnings per share is calculated by dividing income (loss) from continuing operations, income (loss) from discontinued operations, or net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing income (loss) from continuing operations, income (loss) from discontinued operations, or net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that may be issued under warrants, including warrants issued in connection with the Oaktree Credit Agreement and private exchange transactions, and restricted stock and stock option awards. Securities that could potentially dilute basic net income (loss) per share in the future that were not included in the computation of diluted net income (loss) per share as the effect would be anti-dilutive were 3,306,820 and 1,412,305 during the years ended December 31, 2025 and 2024, respectively. Basic and diluted earnings per share were calculated as follows: Year Ended December 31, 2025 Continuing Operations Discontinued Operations Total Net income $ 239,444 $ 70,841 $ 310,285 Net income attributable to noncontrolling interests 2,870 — 2,870 Net income attributable to BRC Group Holdings, Inc. 236,574 70,841 307,415 Preferred stock dividends 8,060 — 8,060 Net income available to common shareholders $ 228,514 $ 70,841 $ 299,355 Year Ended December 31, 2024 Continuing Operations Discontinued Operations Total Net (loss) income $ ( 922,409 ) $ 147,470 $ ( 774,939 ) Net loss attributable to noncontrolling interests ( 8,920 ) ( 1,745 ) ( 10,665 ) Net (loss) income attributable to BRC Group Holdings, Inc. ( 913,489 ) 149,215 ( 764,274 ) Preferred stock dividends 8,060 — 8,060 Net (loss) income available to common shareholders $ ( 921,549 ) $ 149,215 $ ( 772,334 ) 168 Table of Contents Year Ended December 31, 2025 2024 Weighted average common shares outstanding: Basic 30,555,258 30,336,274 Effect of dilutive potential common shares: Restricted stock units, warrants, and stock options — — Diluted 30,555,258 30,336,274 Basic net income (loss) per common share: Continuing operations $ 7.48 $ ( 30.38 ) Discontinued operations 2.32 4.92 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 income (loss) per common share $ 9.80 $ ( 25.46 ) NOTE 25 — SHARE-BASED PAYMENTS AND BENEFIT PLANS (a) Employee Benefit Plans The Company maintains qualified defined contribution 401(k) plans, which cover substantially all of its U.S. employees. Under the plans, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The plan documents permit annual discretionary contributions from the Company. Employer contribution expense is recorded in the “Selling, general and administrative expenses” line item in the accompanying consolidated statements of operations. Employer contributions for the years ended December 31, 2025 and 2024, included: Year Ended December 31, 2025 2024 Employer contributions - continuing operations $ 1,506 $ 2,008 Employer contributions - discontinued operations 229 700 Total employer contributions $ 1,735 $ 2,708 (b) 2021 Stock Incentive Plan On May 27, 2021, the 2021 Stock Incentive Plan (the “2021 Plan”) replaced the Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”) and replaced the FBR & Co. 2006 Long-Term Stock Incentive Plan (the “FBR Stock Plan”). Equity awards previously granted or available for issuance under the 2009 Plan and FBR Stock Plan are now included in the 2021 Plan activity reported below. The number of shares authorized for issuance under the plan are 4,001,009 and the remaining available for issuance at December 31, 2025 were 2,954,845 . Share-based compensation expense for restricted stock units under the 2021 Plan was: Year Ended December 31, 2025 2024 Share-based compensation expense for restricted stock units for continuing operations $ 8,957 $ 17,158 Share-based compensation expense for restricted stock units for discontinued operations 1,038 1,616 Total share-based compensation expense for restricted stock units $ 9,995 $ 18,774 169 Table of Contents During the year ended December 31, 2025, in connection with employee stock incentive plans, the Company did not grant any restricted stock units. Share based compensation expense is recorded in the “Selling, general and administrative expenses” line item in the accompanying consolidated statements of operations. The Company began settling equity-classified restricted stock units in cash and as a result of the past practice, the restricted stock units were reclassified to a liability in January 2025. The change in classification was accounted for as a modification. The grant date fair value of the original equity award exceeded the fair value of the modified liability award; therefore, the Company continues to recognize compensation expense based on the grant date fair value of the original award and no additional compensation expense was recognized. Further, the changes in fair value of the liability at the end of the reporting period do not impact earnings. The modification was recognized by a reclassification of $ 2,138 of additional paid-in capital to a liability. For the year ended December 31, 2025, the Company settled $ 2,452 of restricted stock units in cash, and as of December 31, 2025, the liability was $ 1,274 , which is recorded in the “Accrued expenses and other liabilities” line item in the accompanying consolidated balance sheets. During the year ended December 31, 2024, in connection with employee stock incentive plans, the Company granted 1,223,263 RSUs with a grant date fair value of $ 16,181 . The restricted stock units generally vest over a period of one to five years based on continued service. In determining the fair value of restricted stock units on the grant date, the fair value is adjusted for expected dividends based on historical patterns and the Company’s anticipated dividend payments over the expected holding period, and the risk-free interest rate based on U.S. Treasuries for a maturity matching the expected holding period. As of December 31, 2025, the expected remaining unrecognized share-based compensation expense of $ 5,296 was to be expensed over a weighted average period of 1.1 years. As of December 31, 2024, the expected remaining unrecognized share-based compensation expense of $ 19,116 was to be expensed over a weighted average period of 1.9 years. A summary of restricted stock unit award activity during the year ended December 31, 2025 was as follows: Shares Weighted Average Fair Value Nonvested at December 31, 2024 1,412,305 $ 22.43 Granted — — Vested ( 620,038 ) 26.89 Forfeited ( 191,334 ) 19.95 Nonvested at December 31, 2025 600,933 $ 18.21 During the years ended December 31, 2025 and 2024, the per-share weighted average grant-date fair value of restricted stock units granted was zero and $ 13.23 , respectively. During the years ended December 31, 2025 and 2024, the total fair value of shares vested was $ 233 and $ 25,945 , respectively. (c) Employee Stock Purchase Plan In connection with the Purchase Plan, there was no share-based compensation expense recognized during the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, there were 236,949 shares reserved for issuance under the Purchase Plan. (d) BRSH Stock Incentive Plan On March 10, 2025, the Company’s majority-owned subsidiary approved the BRSH Stock Incentive Plan, which allows for issuance of up to 4,000,000 restricted stock awards of BRSH. During the year ended December 31, 2025, BRSH issued 1,908,261 restricted stock awards, representing approximately 8.7 % of BRSH’s equity, net of forfeitures, to employees and officers, with a grant date fair value of $ 22,057 . The grant date fair value of the BRSH restricted stock awards was determined using a combination of the discounted cash flows method and market value approach, with an additional discount of 17.5 % for the lack of marketability due to the service condition of the restricted stock awards vesting over a period of up to five years . When determining expected volatility, the Company considered the volatility of guideline public companies. 170 Table of Contents The restricted stock awards generally vest over a period of four to five years , based on continued service. The restricted stock awards vest for common stock of BRSH and increase the noncontrolling interest in BRSH, when vested. During the year ended December 31, 2025, share-based compensation expense of $ 3,537 , related to the BRSH restricted stock awards, was recorded in the “Selling, general and administrative expenses” line item in the accompanying consolidated statements of operations. As of December 31, 2025, the expected remaining unrecognized share-based compensation expense of $ 18,520 was to be expensed over a weighted average period of 3.4 years. A summary of the BRSH restricted stock award activity during the year ended December 31, 2025 was as follows: Shares Weighted Average Fair Value Nonvested at December 31, 2024 — $ — Granted 1,908,261 11.56 Forfeited ( 297,434 ) 11.56 Nonvested at December 31, 2025 1,610,827 $ 11.56 (e) Common Stock and Stock Options Issued On June 3, 2025, the Company issued 100,000 unregistered shares and 300,000 shares of the Company’s common stock in connection with the employment agreement entered into with the Company’s chief financial officer. The 100,000 unregistered shares issued were issued upon execution of the employment agreement as an employment inducement grant that is not subject to vesting conditions and expensed immediately. The fair value of the unregistered shares of $ 295 was expensed upon issuance. The 300,000 stock options vest in three tranches: (1) 100,000 stock options with an exercise price of $ 7.00 , (2) 100,000 stock options with an exercise price of $ 10.00 and (3) 100,000 stock options with an exercise price of $ 12.50 . The stock options vest in annual installments over a three year period on each anniversary of the grant date based on continued service and accelerate upon a change in control. The maximum term of the stock options is 10 years. The estimated fair value of $ 523 for the options was determined using the Black-Scholes Option Pricing Model, which included a risk free rate of 4.5 %, volatility of 66.5 %, which was based on historical volatility of the Company’s stock, expected dividend rate of zero , and an expected term equal to the maximum term of the options. The per-share weighted average grant-date fair value of the stock options granted was $ 1.74 . During the year ended December 31, 2025, share based compensation expense for the options totaled $ 101 . As of December 31, 2025, the expected remaining unrecognized share-based compensation expense of $ 422 was to be expensed over a weighted average period of 2.4 years. A summary of stock option activity during the year ended December 31, 2025 was as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2024 — $ — 0.0 $ — Granted 300,000 9.83 Outstanding at December 31, 2025 300,000 $ 9.83 9.4 $ — Expected to vest at December 31, 2025 300,000 $ 9.83 9.4 $ — NOTE 26 — STOCKHOLDERS’ EQUITY (a) Common Stock In November 2023, the Company’s previous share repurchase program for common stock was reauthorized by the Board of Directors for share repurchases up to $ 50,000 , which allowed for the repurchase of common shares and expired in 171 Table of Contents October 2024. The shares repurchased under the program are retired. During the years ended December 31, 2025 and 2024, the Company did not repurchase any shares of its common stock. (b) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the “BR Brands Warrants”) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. All of the BR Brands Warrants were vested and exercisable in 2021 on the second anniversary of the acquisition of the majority ownership interest in BR Brand Holdings LLC. In April 2024, 200,000 shares of the Company’s common stock were issued in connection with the exercise of warrants for cash in the amount of $ 653 . In connection with the Oaktree Credit Agreement, on February 26, 2025 (refer to Note 18 - Term Loans and Revolving Credit Facility), the Company issued seven-year warrants to certain affiliates of Oaktree (the “Holders”) to purchase approximately 1,832,290 shares (or 6 % on a fully diluted basis) of the Company’s common stock at an exercise price of $ 5.14 per share. The warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the Holders would be entitled to exercise the warrants for up to 19.9 % of the then-outstanding shares of common stock. The warrants are classified as a liability. At inception on February 26, 2025, the fair value of the warrants was $ 7,860 , and the fair value of the warrants was $ 6,400 at December 31, 2025 (see Note 6 - Fair Value Measurements). The warrant liability of $ 6,400 at December 31, 2025 is included in other liabilities in Note 15 - Accrued Expenses and Other Liabilities. The change in fair value of the warrant liability resulted in a gain of $ 1,460 for the year ended December 31, 2025 and is included in the “Change in fair value of financial instruments and other” line item in the accompanying consolidated statements of operations. In conjunction with the debt exchanges (see Note 19 - Senior Notes Payable), 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 warrants contain certain anti-dilution provisions and upon exercise, the warrant holders are entitled to dividends and distributions, as if the warrants had been exercised in full, prior to the dividend or distribution date. The warrants meet the definition of a derivative and were classified within stockholder’s equity. The following table summarizes the fair value of the warrants at issuance: Exchange Date March 26, 2025 April 7, 2025 May 21, 2025 June 30, 2025 July 11, 2025 Fair value at issuance $ 863 $ 67 $ 590 $ 80 $ 248 The warrants are nonrecurring level 3 measurements at issuance. The estimated fair value of the warrants issued was determined using the Black-Scholes Option Pricing Model which included the following inputs: value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants of seven years, risk-free interest rates ranging from 4.0 % to 4.4 %, expected dividend yield of 0.0 %, and expected volatility of the price of the underlying common stock of 75.0 %. The expected volatility is considered a significant unobservable input. (c) Preferred Stock During the years ended December 31, 2025 and 2024, the Company did not issue any depositary shares of the Series A Preferred Stock. There were 2,834 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025 and 2024. The total liquidation preference for the Series A Preferred Stock as of December 31, 2025 and 2024 was $ 75,725 (inclusive of cumulative unpaid dividends of $ 4,871 ) and $ 70,854 , respectively. There were no dividends declared or paid on the Series A Preferred Stock during the year ended December 31, 2025. Dividends on the Series A preferred paid during the year ended December 31, 2024 were $ 0.4296875 per depositary share. On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series A Preferred Stock. Unpaid dividends will accrue until paid in full. During the years ended December 31, 2025 and 2024, the Company did not issue any depositary shares of the Series B Preferred Stock. There were 1,729 shares of Series B Preferred Stock issued and outstanding as of December 31, 2025, and 2024. The total liquidation preference for the Series B Preferred Stock as of December 31, 2025 and 2024 was $ 46,416 (inclusive of cumulative unpaid dividends of $ 3,188 ) and $ 43,228 , respectively. There were no dividends declared or paid on the Series B Preferred Stock during the year ended December 31, 2025. Dividends on the Series B preferred paid during 172 Table of Contents the year ended December 31, 2024 were $ 0.4609375 per depositary share. On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series B Preferred Stock. Unpaid dividends will accrue until paid in full. The Series A Preferred Stock and the Series B Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of the Company’s common stock and to all other equity securities issued by the Company other than equity securities issued with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock or Series B Preferred Stock, (ii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock and the Series B Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up and (iii) effectively junior to all of the Company’s existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries. Generally, the Series A Preferred Stock and the Series B Preferred Stock is not redeemable by the Company prior to October 7, 2024. However, upon a change of control or delisting event, the Company will have the special option to redeem the Series A Preferred Stock and the Series B Preferred Stock. (d) Dividends From time to time, we may decide to pay dividends which will be dependent upon our financial condition and results of operations. During the years ended December 31, 2025 and 2024, the Company paid cash dividends on its common stock of zero and $ 33,731 , respectively. In August 2024, we announced the suspension of our common stock dividend as we prioritize reducing our debt. The declaration and payment of any future dividends or repurchases of our common stock will be made at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, cash flows, capital expenditures, and other factors that may be deemed relevant by our Board of Directors. A summary of our common stock dividend activity during the years ended December 31, 2025 and 2024 is as follows: Date Declared Date Paid Stockholder Record Date Amount May 15, 2024 June 11, 2024 May 27, 2024 $ 0.500 February 29, 2024 March 22, 2024 March 11, 2024 0.500 Holders of Series A Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 6.875 % per annum of the $ 25,000 liquidation preference ($ 25.00 per depositary share) per year (equivalent to $ 1,718.75 or $ 1.71875 per depositary share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. As of December 31, 2025 and 2024, dividends in arrears in respect of the depositary shares were $ 5,683 and $ 812 , respectively. On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series A Preferred Stock. Unpaid dividends will accrue until paid in full. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 7.375 % per annum of the $ 25,000 liquidation preference ($ 25.00 per depositary share) per year (equivalent to $ 1,843.75 or $ 1.84375 per depositary share). Dividends will be payable quarterly in arrears, on or about the last day of January, April, July and October. As of December 31, 2025 and 2024, dividends in arrears in respect of the depositary shares were $ 3,719 and $ 531 , respectively. On January 21, 2025, the Company announced that it had temporarily suspended dividends on its Series B Preferred Stock. Unpaid dividends will accrue until paid in full. A summary of our preferred stock dividend activity during the years ended December 31, 2025 and 2024 is as follows: Preferred Dividend per Depositary Share Date Declared Date Paid Stockholder Record Date Series A Series B October 16, 2024 October 31, 2024 October 28, 2024 $ 0.4296875 $ 0.4609375 July 9, 2024 July 31, 2024 July 22, 2024 0.4296875 0.4609375 April 9, 2024 April 30, 2024 April 22, 2024 0.4296875 0.4609375 January 9, 2024 January 31, 2024 January 22, 2024 0.4296875 0.4609375 173 Table of Contents NOTE 27 — NET CAPITAL REQUIREMENTS BRS and B. Riley Wealth Management (“BRWM”), the Company’s broker-dealer subsidiaries, are registered with the SEC as broker-dealers and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company’s broker-dealer subsidiaries are subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, to not exceed 15 to 1. As such, they are subject to the minimum net capital requirements promulgated by the SEC. December 31, 2025 December 31, 2024 BRS: Net capital $ 79,560 $ 69,197 Excess capital $ 74,393 $ 65,420 Net capital requirement $ 5,167 $ 3,777 BRWM: Net capital $ 7,521 $ 16,384 Excess capital $ 6,186 $ 14,832 Net capital requirement $ 1,335 $ 1,552 NOTE 28 — RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the “Funds”). In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds. Management fees from the Funds during the year ended December 31, 2024 totaled $ 150 . There were no management fees from the Funds during the year ended December 31, 2025. As of December 31, 2024, amounts due from related parties were $ 189 , of which $ 41 was due from the Funds for management fees and other operating expenses as of December 31, 2024. As of December 31, 2024, amounts due to related parties were $ 3,404 , of which $ 2,764 related to bebe’s rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services. As of December 31, 2024, $ 640 were due to certain of the Company’s brand investments from Nogin for sales transactions settled by Nogin as part of its e-commerce related services to the Company’s brand investments. During the years ended December 31, 2025 and 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $ 3,286 and $ 4,852 , respectively, and inventory purchases by bebe from Freedom VCM totaled $ 8,951 and $ 15,319 , respectively. During the year ended December 31, 2024, Nogin recognized revenues of $ 7,420 from clients that used to be part of the Company’s brand investments. In June 2020, the Company entered into an investment advisory services agreement with Whitehawk Capital Partners, L.P. (“Whitehawk”), a limited partnership controlled by Mr. J. Ahn, who is the brother of one of the Company’s executive officers who was the Company’s Chief Financial Officer and Chief Operating Officer until the executive officer’s departure on June 3, 2025. Whitehawk agreed to provide investment advisory services for GACP I, L.P. and GACP II, L.P. On February 1, 2024, one of the Company’s loans receivable with a principal amount of $ 4,521 was sold to a fund managed by Whitehawk for $ 4,584 . During the year ended December 31, 2024, management fees paid for investment advisory services by Whitehawk was $ 2,272 . There were no management fees paid to Whitehawk during 2025. Whitehawk is no longer a related party upon the departure of the executive officer on June 3, 2025. The Company periodically participates in loans and financing arrangements for which the Company has an equity ownership and representation on the board of directors (or similar governing body). The Company may also provide consulting services or investment banking services to raise capital for these companies. These transactions can be summarized as follows: 174 Table of Contents Babcock and Wilcox B&W is a related party as a result of the Company’s equity investment as more fully described in Note 7 - Securities and Other Investments Owned and Securities Sold Not Yet Purchased for which the Company is deemed to have significant influence. One of the Company’s wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the “Executive Consulting Agreement”), unless terminated by either party with thirty days written notice. The agreement was extended through December 31, 2028. Under this agreement, fees for services provided are $ 750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W’s compensation committee of the board, a bonus or bonuses may also be earned and payable to the Company. On September 20, 2024, Kenny Young resigned from his position as the President of the Company, the Executive Consulting Agreement with B&W was terminated, and concurrently, Kenny Young entered into a one-year consulting agreement to provide services to the Company, pursuant to which he will be paid an annual fee of $ 250 paid on a monthly basis, subject to deduction of damages, fees and expenses that he may owe to the Company pursuant to this agreement. The consulting agreement expired on September 20, 2025 in accordance with its original terms. During the years ended December 31, 2025 and 2024, the Company earned $ 8,010 and $ 3,850 , respectively, of underwriting and financial advisory and other fees from B&W in connection with B&W’s capital raising activities which are included in services and fees in the consolidated statements of operations. The Company is also a party to indemnification agreements for the benefit of B&W and the B. Riley Guaranty, each as disclosed below in Note 30 - Commitments and Contingencies. Applied Digital Applied Digital was a related party as a result of the chief executive officer of Applied Digital (“APLD”) being a member of senior management of one of the Company’s subsidiaries until February 5, 2024. Another member of senior management of one of the Company’s subsidiaries, whose departure from the Company was on March 31, 2025, was also a member of the board of directors of APLD. After the departure of the member of senior management of one of the Company’s subsidiaries on March 31, 2025, who was on the board of directors of APLD, APLD is no longer a related party. During the year ended December 31, 2024, the Company earned $ 393 in underwriting and financial advisory fees from APLD. California Natural Resources Group, LLC California Natural Resources Group, LLC (“CalNRG”) was a related party as a result of the Company’s approximately 25.0 % equity ownership. CalNRG had a credit facility with a third-party bank (the “CalNRG Credit Facility”) and the Company had guaranteed CalNRG’s obligations, up to $ 7,375 , under the CalNRG Credit Facility. On May 23, 2024, the Company sold its equity interest in CalNRG for $ 9,272 resulting in a realized gain of $ 254 , and no commitments remain. Freedom VCM Holdings, LLC On August 21, 2023, FRG completed its take-private transaction. Upon the closing of that transaction, subsidiaries of the Company had a total equity interest in Freedom VCM of $ 281,144 , representing a 31 % voting interest and representation on the board of directors of Freedom VCM. The $ 281,144 equity interest consisted of an equity interest purchased in the take-private transaction of $ 216,500 and the roll-over of $ 64,644 of shares in FRG into additional equity interests in Freedom VCM. As part of the FRG take-private transaction, certain members of management of Freedom VCM, which are related parties to Freedom VCM, exchanged their equity interest in FRG for a combined 35 % voting interest in Freedom VCM, of which Mr. Kahn and his wife and one of Mr. Kahn’s affiliates comprised 32 %. The Company has a first priority security interest in a 25 % equity interest of Mr. Kahn (who was also CEO and a board member of Freedom VCM) in Freedom VCM to secure the loan to an affiliate of Mr. Kahn as more fully described in Note 10 - Loans Receivable, At Fair Value. Freedom VCM and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Freedom VCM Bankruptcy Cases”) on November 3, 2024, which impaired this equity investment, and it was written off during the year ended December 31, 2024. The change in fair value of the Freedom VCM equity investment was an unrealized loss of $ 287,043 for the year ended December 31, 2024. 175 Table of Contents In connection with the FRG take-private transaction on August 21, 2023, all of the equity interests of BRRII, a majority-owned subsidiary of the Company, were sold to Freedom VCM Receivables (a subsidiary of Freedom VCM) for a purchase price of $ 58,872 . In connection with the sale, the Company entered into a non-recourse promissory note with another Freedom VCM affiliate in the amount of $ 58,872 , with a stated interest rate of 19.74 % and a maturity date of August 21, 2033, with payments of principal and interest limited solely to the performance of certain receivables held by BRRII. Principal and interest is payable based on the collateral without recourse to Freedom VCM Receivables, which includes the performance of certain consumer credit receivables. On October 9, 2024, the promissory note was cancelled and certain of the receivables owned by BRRII were transferred to BRRI, all in accordance with the terms of that certain amended and restated funding agreement, dated December 18, 2023, by and among Freedom VCM Interco Holdings, Inc., Freedom VCM Receivables, Inc., BRRII, the Company and certain other parties thereto. This loan was sold on February 7, 2025, and as such, the Company no longer owned the loan as of December 31, 2025. This loan receivable was measured at fair value in the amount of $ 3,913 as of December 31, 2024. Interest income on this loan receivable was zero and $ 6,035 during the years ended December 31, 2025 and 2024. As more fully described in Note 10 - Loans Receivable, At Fair Value, the Company also had a related party loan receivable with a fair value of approximately $ 2,169 at December 31, 2024 from home-furnishing retailer W.S. Badcock Corporation (“Badcock”) that is collateralized by consumer finance receivables of Badcock. On December 18, 2023, Badcock was sold by Freedom VCM to Conn’s and a subsidiary of the Company loaned Conn’s $ 108,000 pursuant to the Conn’s Term Loan which bears interest at an aggregate rate per annum equal to the Term SOFR Rate (as defined in the Conn’s Term Loan), subject to a 4.80 % floor, plus a margin of 8.00 % and matures on February 20, 2027. On February 14, 2024, the Company collected $ 15,000 of principal payments which reduced the loan balance to $ 93,000 . The commencement of the Chapter 11 Cases by Conn’s and certain of its subsidiaries in July 2024 constituted an event of default that accelerated the obligations under the Conn’s Term Loan. As of the date of the filing of the Chapter 11 Cases, $ 93,000 in outstanding borrowings existed under the Conn’s Term Loan. Any efforts to enforce payment obligations under the Conn’s Term Loan are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of the Conn’s Term Loan are subject to the applicable provisions of the Bankruptcy Code. These loan receivables have been reported as related party loan receivables due to the Company’s prior related party relationship with Freedom VCM and Freedom VCM’s ability to exercise influence over Conn’s as a result of the prior equity consideration Freedom VCM received from the sale of Badcock to Conn’s on December 18, 2023. For the years ended December 31, 2025 and 2024, interest income on these loans totaled zero and $ 7,538 , respectively. On June 27, 2024 and amended on July 19, 2024, Conn’s entered into a Consulting Agreement (the “Consulting Agreement”) with a then subsidiary of the Company. Pursuant to the Consulting Agreement, Conn’s engaged the Company’s subsidiary to sell merchandise and furniture, fixtures, & equipment as well as additional goods at Conn’s and Badcock stores, headquarters, distribution centers, and cross-dock locations. The Consulting Agreement was assumed by the Conn’s debtors in connection with the Chapter 11 Cases. On November 15, 2024, the Company sold the subsidiary that provided the consulting services to Conn’s in connection with the Great American Group transaction, and accordingly, included in discontinued operations for Great American Group (see Note 5 - Discontinued Operations and Assets Held for Sale) are $ 26,106 in revenues from services and fees earned from the Consulting Agreement for the period through November 15, 2024. Vintage Capital Management - Brian Kahn As discussed above, in connection with the completion of the FRG take-private transaction, one of the Company’s subsidiaries and VCM, an affiliate of Brian Kahn, entered into the Amended and Restated Note. The Amended and Restated Note in the aggregate principal amount of $ 200,506 bears interest at the rate of 12 % per annum payable-in-kind with a maturity date of December 31, 2027. The Amended and Restated Note 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 and his spouse with a value (based on the transaction price in the FRG take-private transaction) of $ 227,296 as of the closing of the FRG Take-private transaction. The fair value of the Freedom VCM equity interest owned by Mr. Kahn and his spouse was zero as of December 31, 2025 and 2024. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, which impacted the Freedom FVM equity interest which served as the collateral for this loan receivable. After the impairment of the collateral related to the Freedom equity interest, the fair value of the loan was $ 2,057 at December 31, 176 Table of Contents 2024, which was determined based on the remaining collateral for this loan, which is primarily comprised of other securities. Fair value adjustments on the VCM loan receivable were decreases of $ 223 and $ 222,911 for the years ended December 31, 2025 and 2024, respectively. In light of the Company’s determination that any repayment of the Amended and Restated Note would have been paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying Freedom VCM equity interest and other collateral provided by Mr. Kahn and his spouse, the Company has determined that both VCM and Mr. Kahn are related parties as of December 31, 2025 and 2024. Interest income was zero and $ 15,573 during the years ended December 31, 2025 and 2024, respectively. Torticity, LLC Torticity is a related party as a result of the Company’s equity ownership in the limited liability company and BRC’s representation on the Board of Directors (board representation through January 12, 2025). On November 2, 2023, the Company agreed to lend up to $ 15,369 to Torticity, LLC, of which $ 6,690 was drawn upon with $ 8,679 remaining, with interest payable of 15.0 % per annum and a maturity date of November 2, 2026. Interest income was $ 1,952 during the year ended December 31, 2024. The fair value of the entire loan receivable was impaired with no fair value at December 31, 2024. Subsequent to December 31, 2024, there were amendments to the loan; however, the entire loan remained impaired with no fair value at December 31, 2025, and there has been no interest income on the loan receivable during 2025. Kanaci Technologies, LLC On November 21, 2023, the Company agreed to lend up to $ 10,000 to Kanaci Technologies, LLC (“Kanaci”), of which $ 4,000 was drawn upon with $ 6,000 remaining, with interest payable of 15.0 % per annum and a maturity date of June 30, 2026. Interest income was $ 2,088 during the year ended December 31, 2024. In June 2023, one of the Company’s members of senior management was appointed to the board of directors of Kanaci. The loan receivable in the amount of $ 11,453 was converted to equity on September 30, 2024. GA Holdings GA Holdings is a related party as a result of the Company’s equity investment as fully described in Note 11 - Equity Method Investment and BRC’s representation on the Board of Directors. Upon closing the Great American Transaction on November 15, 2024, the Company had loans receivable outstanding for three retail liquidation engagements from GA Holdings in the amount of $ 15,000 . The three loans receivable are due and payable upon completion of the retail liquidation engagements and do not accrue interest on the outstanding balance. Two of the loans receivable were paid in full prior to December 31, 2024, and the remaining loan receivable had an outstanding balance of $ 1,339 at December 31, 2024, which was subsequently paid off during the first quarter of 2025. The Company also provided GA Holdings with a $ 25,000 secured revolving credit facility upon closing the Great American Transaction on November 15, 2024, which had an initial outstanding balance of $ 1,698 . As subsequently amended, the revolving commitment was revised to $ 40,000 for the period March 10, 2025 to June 30, 2025 and reduced back to $ 25,000 from July 1, 2025 until the maturity date. The loan matured on November 15, 2025. The secured revolving credit facility was secured by all of the assets of GA Holdings and accrued interest at the annual rate of SOFR plus 4.75 % (weighted average rate of 9.27 % as of December 31, 2024). Interest income recorded on the loan receivable was $ 920 during the year ended December 31, 2025 and $ 21 for the period from November 15, 2024 to December 31, 2024. The outstanding balance on the secured revolving credit facility was $ 1,698 at December 31, 2024. On October 16, 2025, all outstanding amounts due and owing under this facility were repaid in full to BRF and the facility was terminated. During the period November 15, 2024 to October 16, 2025, the Company provided services to GA Holdings in accordance with a transition services agreement for accounting, information technology and other administration services and recorded fee revenues for these services at December 31, 2025 and 2024 in the amount of $ 1,699 and $ 598 , respectively. At December 31, 2024, amounts due from GA Holdings for these services totaled $ 121 . Pursuant to an existing consulting arrangement, the Company also paid $ 400 of consulting fees to the consultant, who was hired in July 2025 as the chief executive officer of GA Holdings, during the year ended December 31, 2025. GA Joann Retail Partnership, LLC GA Joann Retail Partnership, LLC, formed in February 2025, is a related party as a result of the Company’s equity investment as more fully described in Note 11 - Equity Method Investments for which the Company is deemed to have significant influence. On February 27, 2025, BRF, along with other lenders, entered into a credit agreement with GA Joann 177 Table of Contents Retail Partnership, LLC for an aggregate commitment of $ 52,000 , of which BRF is committed to $ 24,653 . The credit agreement bears interest at 10.00 % to be paid monthly as payment-in-kind and capitalized into the outstanding principal balance and has a maturity date of November 26, 2025. Interest income recorded on the loan receivable was $ 223 during the year ended December 31, 2025. This loan receivable was paid in full on April 7, 2025. Other On March 2, 2021, the Company purchased a $ 2,400 minority equity interest in Dash Medical Holdings, LLC (“Dash”) and one of the Company's board of directors was appointed to the board of directors of Dash. On June 13, 2024, the Company sold its equity interest in Dash for $ 2,760 , resulting in a realized gain of $ 360 . In December 2024, the Company earned an advisory fee of $ 2,650 for services in connection with sale of Q-mation, Inc. where one of the board of directors of the Company is the president of Q-mation, Inc. The Company often provides consulting or investment banking services to raise capital for companies in which the Company has significant influence through equity ownership, representation on the board of directors (or similar governing body), or both. During the years ended December 31, 2025 and 2024, the Company earned $ 3,123 and $ 4,491 , respectively, of fees related to these services. The Company’s executive officers and members of the Company’s board of directors had a 15.3 % financial interest in the 272LP for the period January 1, 2024 through February 5, 2024. On February 5, 2024, the Company sold its interest in 272LP and 272 Advisors, LLC for a promissory note of $ 2,000 plus additional revenue sharing up to $ 4,100 , which is based on future management fees earned. After the sale on February 5, 2024, the Company’s executive officers and members of the Company’s board of directors no longer had a financial interest in the 272LP. The Company established BRC Trust on January 6, 2025, for the purpose of transferring and liquidating the assets of BRCPOF. After the formation of the BRC Trust, BRCPOF transferred its assets and liabilities to the BRC Trust. The Company determined the BRC Trust is a variable interest entity as the investors in the BRC Trust do not have voting rights and substantially all of the activities are conducted on behalf of the Company which owns 13.4 % and related parties of the Company which includes executive officers and members of the board of directors of the Company owning 58.2 % of the equity interest in the Trust. As the Company has the power to direct all of the activities of the BRC Trust, the Company is the primary beneficiary of the Trust and, therefore, consolidated the BRC Trust upon its formation. NOTE 29 — BUSINESS SEGMENTS The Company reports segment information based on the various industries the Company operates and how the businesses are managed. These businesses are aggregated into operating segments in a manner that reflects how the Company views the business activities. The Company’s businesses are operated by separate local management and certain of the Company’s businesses are grouped together when they operate within a similar industry, comprising similarities in products and services, customers, and production processes, and when considered together, may be managed in accordance with one or more investment or operational strategies specific to those businesses. The Company’s seven reportable segments, as described in Note 1 - Organization and Nature of Business Operations, reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The individuals comprising the role of CODM are the Company’s two Co-Chief Executive Officers and the Company’s Chief Financial Officer, who collectively use segment operating income or loss as a measure of a segment’s profit or loss. The segment information the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources. Accordingly, asset information is not provided by reportable segment. The measure of assets is reported in the consolidated balance sheets as total assets. Revenues by segment represent amounts earned on the various services offered within each reportable segment. Our significant operating expenses regularly provided to the CODM and used to assess segment performance and determine the deployment of capital are classified as employee compensation and benefits expense, professional services, occupancy-related costs, other selling, general and administrative expenses, restructuring charge, depreciation and amortization, and impairment of goodwill and intangible assets. Employee compensation and benefits expense consists of salaries, payroll taxes, benefits, incentive compensation payable as commissions and cash bonus awards, and share based compensation for equity awards. Professional services expense consists of legal, accounting, audit and other consulting expenses. Occupancy-related costs consists of office rent, technology and communication costs, and other office expenses. Depreciation and amortization expense consists of depreciation expense for property and equipment and amortization of 178 Table of Contents intangible assets. The balance of our operating expenses (other selling, general and administrative expenses) includes costs for travel, marketing and business development, and other operating expenses. Restructuring charges include expenses related to reorganization and consolidation activities which include, among other, reductions in workforce and facility closures. During the fourth quarter of 2025, the Company made certain changes to the financial information that is provided to its CODM which includes additional disaggregated information regarding its operating segments. As a result, the Company’s operating segments now include seven reportable segments. The primary difference from the prior year’s presentation of reportable segments resulted in the Communications segment being presented in four reportable segments. In conjunction with the new additional reportable segments, the Company recast its segment presentation for all periods presented. 179 Table of Contents The following is a summary of certain financial data for each of the Company’s reportable segments: Year Ended December 31, 2025 Capital Markets Wealth Management Lingo magicJack Marconi Wireless UOL Consumer Products Total Reportable Segments Corporate & All Other (1) Total Revenues - Services and fees $ 154,421 $ 158,065 $ 164,148 $ 36,698 $ 31,394 $ 13,145 $ — $ 557,871 $ 75,965 $ 633,836 Trading gains, net 106,364 17,507 — — — — — 123,871 1,659 125,530 Fair value adjustment on loans ( 3,131 ) — — — — — — ( 3,131 ) 2,683 ( 448 ) Interest income - loans 65 — — — — — — 65 10,509 10,574 Interest income - securities lending 6,993 — — — — — — 6,993 — 6,993 Revenues - Sale of goods — — — 1,236 3,390 — 181,540 186,166 4,948 191,114 Total revenues 264,712 175,572 164,148 37,934 34,784 13,145 181,540 871,835 95,764 967,599 Direct cost of services — — ( 94,584 ) ( 7,445 ) ( 12,620 ) ( 4,306 ) — ( 118,955 ) ( 20,462 ) ( 139,417 ) Cost of goods sold — — — ( 1,240 ) ( 3,856 ) — ( 135,612 ) ( 140,708 ) ( 4,656 ) ( 145,364 ) Employee compensation and benefits ( 115,712 ) ( 126,279 ) ( 19,713 ) ( 3,140 ) ( 2,782 ) ( 1,203 ) ( 37,123 ) ( 305,952 ) ( 65,016 ) ( 370,968 ) Professional services ( 3,388 ) ( 2,623 ) ( 447 ) ( 1,477 ) ( 334 ) ( 55 ) ( 5,032 ) ( 13,356 ) ( 44,058 ) ( 57,414 ) Occupancy-related costs ( 6,839 ) ( 14,026 ) ( 3,109 ) ( 1,488 ) ( 2,344 ) ( 675 ) ( 5,955 ) ( 34,436 ) ( 15,001 ) ( 49,437 ) Depreciation and amortization ( 2,443 ) ( 2,209 ) ( 13,156 ) ( 3,481 ) ( 1,919 ) ( 219 ) ( 7,480 ) ( 30,907 ) ( 4,114 ) ( 35,021 ) Other selling, general and administrative expenses ( 41,684 ) ( 15,189 ) ( 20,003 ) ( 1,096 ) ( 1,519 ) ( 385 ) ( 5,273 ) ( 85,149 ) ( 1,759 ) ( 86,908 ) Restructuring charge — — — — — — 90 90 ( 285 ) ( 195 ) Impairment of goodwill and tradenames — — — — — — ( 1,500 ) ( 1,500 ) — ( 1,500 ) Interest expense - Securities lending and loan participations sold ( 5,160 ) — — — — — — ( 5,160 ) ( 634 ) ( 5,794 ) Segment income (loss) $ 89,486 $ 15,246 $ 13,136 $ 18,567 $ 9,410 $ 6,302 $ ( 16,345 ) $ 135,802 $ ( 60,221 ) $ 75,581 (1) Corporate and All Other consists of general corporate administrative functions not allocable to reportable segments and operating segments and entities that individually, or in aggregate, do not meet the criteria of a separate reportable segment including bebe, Nogin (deconsolidated in March 2025), Atlantic Coast Recycling (sold in March 2025), and individual investment and lending entities. 180 Table of Contents Year Ended December 31, 2024 Capital Markets Wealth Management Lingo magicJack Marconi Wireless UOL Consumer Products Total Reportable Segments Corporate & All Other (1) Total Revenues - Services and fees $ 186,750 $ 197,468 $ 195,886 $ 41,247 $ 37,216 $ 15,133 $ — $ 673,700 $ 109,604 $ 783,304 Trading (losses) gains, net ( 41,710 ) 3,278 — — — — — ( 38,432 ) ( 18,575 ) ( 57,007 ) Fair value adjustment on loans ( 63 ) — — — — — — ( 63 ) ( 325,435 ) ( 325,498 ) Interest income - loans 1,829 — — — — — — 1,829 52,312 54,141 Interest income - securities lending 70,862 — — — — — — 70,862 — 70,862 Revenues - Sale of goods — — — 1,598 3,991 — 202,597 208,186 12,433 220,619 Total revenues 217,668 200,746 195,886 42,845 41,207 15,133 202,597 916,082 ( 169,661 ) 746,421 Direct cost of services — — ( 131,725 ) ( 11,571 ) ( 17,821 ) ( 4,233 ) — ( 165,350 ) ( 48,551 ) ( 213,901 ) Cost of goods sold — — ( 1 ) ( 1,495 ) ( 4,592 ) — ( 152,625 ) ( 158,713 ) ( 8,921 ) ( 167,634 ) Employee compensation and benefits ( 118,933 ) ( 156,715 ) ( 22,259 ) ( 3,287 ) ( 3,091 ) ( 1,566 ) ( 39,650 ) ( 345,501 ) ( 86,107 ) ( 431,608 ) Professional services ( 1,169 ) ( 2,814 ) ( 2,107 ) ( 1,605 ) ( 340 ) ( 50 ) ( 8,544 ) ( 16,629 ) ( 42,595 ) ( 59,224 ) Occupancy-related costs ( 7,671 ) ( 11,464 ) ( 5,056 ) ( 1,849 ) ( 2,345 ) ( 668 ) ( 6,518 ) ( 35,571 ) ( 21,047 ) ( 56,618 ) Depreciation and amortization ( 3,049 ) ( 4,177 ) ( 13,481 ) ( 3,525 ) ( 1,934 ) ( 2,517 ) ( 7,991 ) ( 36,674 ) ( 8,259 ) ( 44,933 ) Other selling, general and administrative expenses ( 39,690 ) ( 19,146 ) ( 20,552 ) ( 1,082 ) ( 1,251 ) ( 371 ) ( 6,812 ) ( 88,904 ) ( 8,123 ) ( 97,027 ) Restructuring charge — — ( 379 ) — — — ( 1,143 ) ( 1,522 ) — ( 1,522 ) Impairment of goodwill and tradenames — — — — — — ( 31,681 ) ( 31,681 ) ( 73,692 ) ( 105,373 ) Interest expense - Securities lending and loan participations sold ( 65,939 ) — — — — — — ( 65,939 ) ( 189 ) ( 66,128 ) Segment (loss) income $ ( 18,783 ) $ 6,430 $ 326 $ 18,431 $ 9,833 $ 5,728 $ ( 52,367 ) $ ( 30,402 ) $ ( 467,145 ) $ ( 497,547 ) (1) Corporate and All Other consists of general corporate administrative functions not allocable to reportable segments and operating segments and entities that individually, or in aggregate, do not meet the criteria of a separate reportable segment including bebe, Nogin (deconsolidated in March 2025), Atlantic Coast Recycling (sold in March 2025), and individual investment and lending entities. 181 Table of Contents Reconciliation of Segment Income (Loss) to Net Income (Loss): Year Ended December 31, 2025 2024 Segment income (loss) $ 75,581 $ ( 497,547 ) Interest income 3,710 3,600 Dividend income 1,818 4,462 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 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: Capital Markets segment ( 30 ) ( 579 ) Lingo segment ( 66 ) ( 6,061 ) magicJack segment — ( 3 ) Consumer Products segment ( 1,754 ) ( 4,261 ) Corporate and All Other ( 90,886 ) ( 122,404 ) Interest expense ( 92,736 ) ( 133,308 ) 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 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 income (loss) available to common shareholders $ 299,355 $ ( 772,334 ) 182 Table of Contents The following table presents revenues by geographical area: Year Ended December 31, 2025 2024 Revenues Services and fees North America $ 633,836 $ 783,304 Trading loss (income) North America 125,530 ( 57,007 ) Fair value adjustments on loans North America ( 448 ) ( 325,498 ) Interest income - loans North America 10,574 54,141 Interest income - securities lending North America 6,993 70,862 Sale of goods North America 98,930 118,676 Australia 9,905 12,305 Europe, Middle East, and Africa 52,235 55,517 Asia 22,582 24,736 Latin America 7,462 9,385 Total - Sale of goods 191,114 220,619 Total Revenues North America 875,415 644,478 Australia 9,905 12,305 Europe, Middle East, and Africa 52,235 55,517 Asia 22,582 24,736 Latin America 7,462 9,385 Total Revenues $ 967,599 $ 746,421 183 Table of Contents The following table presents long-lived assets, which consist of property and equipment, net, by geographical area: December 31, 2025 December 31, 2024 Long-lived Assets - Property and Equipment, net: North America $ 17,450 $ 18,327 Europe 88 217 Asia Pacific 62 81 Australia 6 54 Total $ 17,606 $ 18,679 Segment assets are not reported to, or used by, the Company’s CODM to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed. NOTE 30 — COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. In addition to such legal and other claims, reviews, investigations, and proceedings, the Company and its subsidiaries are subject to the risk of unasserted claims, including, among others, as it relates to matters related to Mr. Kahn and our investment in Freedom VCM. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. The Company has not accrued for any such contingent liabilities, but such contingent liabilities could be realized which could have a material adverse impact on the Company’s financial condition. On February 2, 2026, a stockholder derivative complaint was filed by Adrian Rubio in the U.S. Federal District Court, Central District of California on behalf of the Company and against the members of the Company’s Board of Directors and certain of the Company’s executive officers. The complaint alleges that certain of the Company’s officers and the board of directors substantially damaged the Company by filing false and misleading statements that omitted material adverse facts regarding Brian Kahn's involvement in the Prophecy fraud and the regulatory scrutiny that the Company would face because of its entanglements with Kahn and Franchise Group. Claims include breach of fiduciary duties and unjust enrichment. The Company believes that these claims are meritless and intends to defend this action. On January 2, 2026, a stockholder derivative complaint was filed by Joel Friedman in the U.S. Federal District Court, Central District of California on behalf of the Company and against the members of the Company’s Board of Directors and certain of the Company’s executive officers. The complaint alleges that certain of the Company’s officers and the board of directors substantially damaged the Company by filing false and misleading statements that omitted material adverse facts regarding Brian Kahn's involvement in the Prophecy fraud and the regulatory scrutiny that the Company would face because of its entanglements with Kahn and Franchise Group. Claims include breach of fiduciary duties, waste of corporate assets, and unjust enrichment. The Company believes that these claims are meritless and intends to defend this action. On July 11, 2025, the Company’s subsidiary, BRS, received a demand letter from certain parties that invested in a special purpose entity (the “SPV”) that in turn invested in the going private transaction (the “Transaction”) in August 2023 of Franchise Group, Inc. An arbitration demand (the “Demand”) was filed by such parties with the American Arbitration Association on October 10, 2025 against BRS and related entities (the “BR Defendants”). The Demand alleges that the BR Defendants (i) failed to disclose certain material facts regarding FRG and the Transaction in violation of certain securities laws, (ii) committed fraud and/or civil conspiracy, and (iii) breached fiduciary duties and aided and abetted the breach of fiduciary duties. Such investors seek rescission of the aggregate investment amount of $ 37,500 plus interest thereon and related fees and expenses. The Company believes such claims are meritless and intends to defend such action. 184 Table of Contents On February 14, 2025, a stockholder derivative complaint was filed by Michael Marchner in the Delaware Chancery Court on behalf of the Company and against the members of the Company’s Board of Directors. The complaint alleges that certain of the Company’s officers and the board of directors (i) breached their fiduciary duties related to the Company’s involvement with Mr. Kahn and subsequent legal issues, (ii) engaged in misconduct, and (iii) wasted corporate assets, including the approval of improper compensation. On March 30, 2026, the Court of Chancery dismissed the complaint in full. On January 22, 2025, a stockholder derivative complaint was filed by James Smith in the Superior Court for Los Angeles County against the Company, certain of the Company’s executive officers and the members of the Company’s Board of Directors. The complaint alleges that certain of the Company’s officers and directors (i) breached their fiduciary duties related to the Company’s involvement with Mr. Kahn and subsequent legal issues, (ii) engaged in a waste of corporate assets, and (iii) received unjust enrichment. The Company believes that these claims are meritless and intends to defend this action. On July 9, 2024, a putative class action was filed by Brian Gale, Mark Noble, Terry Philippas and Lawrence Bass in the Delaware Chancery Court against Freedom VCM, Mr. Kahn, Andrew Laurence, Matthew Avril, and the Company. This complaint alleges that former shareholders of FRG suffered damages due to alleged breaches of fiduciary duties by officers, directors and other participants in the August 2023 management-led take private transaction of FRG and that the Company aided and abetted those alleged breaches of fiduciary duties. The claim seeks an award of unspecified damages, rescissory damages and/or quasi-appraisal damages, disgorgement of profits, attorneys’ fees and expenses, and interest thereon. The Company believes these claims are meritless and intends to defend this action. On July 3, 2024, each of the Company and Bryant Riley, Chairman and Co-Chief Executive Officer, received a subpoena from the SEC requesting the production of certain documents and other information primarily related to (i) the Company’s business dealings with Mr. Kahn, (ii) certain transactions in an unrelated public company’s securities, and (iii) the communications and related compliance and other policies and procedures of certain of its regulated subsidiaries. On November 22, 2024, each of the Company and Mr. Riley received an additional SEC subpoena requesting the production of certain additional documents and information relating to Franchise Group, Inc. (including its holding company, Freedom VCM Holdings, LLC) as well as Mr. Riley’s personal loan and his pledge of shares of the Company’s common stock as collateral for such loan. As previously disclosed on April 23, 2024, the Audit Committee of the Company’s Board of Directors, with the assistance of Sullivan & Cromwell LLP, the Company’s legal counsel, conducted an internal review, and separately the Audit Committee retained Winston & Strawn LLP, independent legal counsel, to conduct an independent investigation, to review transactions among Mr. Kahn (and his affiliates) and the Company (and its affiliates). The review and the investigation both confirmed that the Company and its executives, including Mr. Riley, had no involvement with, or knowledge of, any alleged misconduct concerning Mr. Kahn or any of his affiliates. The receipt of subpoenas is not an indication that the SEC or its staff has determined that any violations of law have occurred. Both the Company and Mr. Riley are responding to the subpoenas and are fully cooperating with the SEC. On May 2, 2024, a putative class action was filed by Ted Donaldson in the Superior Court for the State of California, County of Los Angeles on behalf of all persons who acquired the Company’s senior notes pursuant to the shelf registration statement filed with the SEC on Form S-3 dated January 28, 2021, and the prospectuses filed and published on August 4, 2021 and December 2, 2021 (the “Offerings”). The action asserts claims under §§ 11, 12, and 15 of the Securities Act of 1933 against the Company, some of the Company’s current and former officers and directors, and the financial institutions that served as underwriters and book runners for the Offerings. An amended complaint was filed on September 27, 2024. The amended complaint alleges that the offering documents failed to advise investors that Brian Kahn and/or one or more of his controlled entities was engaged in illicit business activities, that the Company, despite the foregoing, continued to finance transactions for Kahn, eventually enabling him and others to take FRG private, and that the foregoing was reasonably likely to draw regulatory scrutiny and reputational harm to the Company. The Company believes these claims are meritless and intends to defend this action. On January 24, 2024, a putative securities class action complaint was filed by Mike Coan in U.S. Federal District Court, Central District of California, against the Company, Mr. Riley, Tom Kelleher and Phillip Ahn. The purported class includes persons and entities that purchased shares of the Company’s common stock between May 10, 2023 and November 9, 2023. A second putative class action lawsuit was filed on March 15, 2024 by the KL Kamholz Joint Revocable Trust (“Kamholz”). On August 8, 2024, this matter was consolidated with the Kamholz matter and an amended complaint was then filed on April 21, 2025. The amended complaint alleges that the Company failed to disclose to investors material financial details concerning a going private transaction involving FRG, and that the Company made false or misleading statements concerning the Company’s lending practices, its high concentration of risk in transactions involving Mr. Kahn and his affiliates, the condition and composition of the Company’s loan portfolio, the Company’s due 185 Table of Contents diligence and risk management procedures, and the Company’s level of concern and internal scrutiny concerning Mr. Kahn after it learned he was potentially implicated in a fraud involving an unrelated third party. The amended complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On December 12, 2025, the District Court granted in part and denied in part the Company’s motion to dismiss the consolidated amended complaint. The matter will now move into discovery and class certification proceedings. The Company cannot estimate the amount of potential liability, if any, that could arise from these matters and believes these claims are meritless and intends to defend these actions. On September 21, 2023, BRCC, a wholly owned subsidiary of the Company, received a demand alleging that certain payments to BRCC in the aggregate amount of approximately $ 32,166 made by Sorrento Therapeutics, Inc. (“Sorrento”), a chapter 11 debtor in U.S. Bankruptcy Court, Southern District of Texas (the “Court”), pursuant to that certain Bridge Loan Agreement dated September 30, 2022 between Sorrento and BRCC, are avoidable as preferential transfers (the “Alleged Preferences”). On June 16, 2025, the liquidating trustee (the “Trustee”) on behalf of the Sorrento Liquidating Trust filed a complaint with the Court in an adversary proceeding seeking to avoid and recover the Alleged Preferences. On September 12, 2025, the Court denied BRCC’s motion to dismiss. The Company believes that the liquidating trustee’s claims lack merit and intends to continue to assert its statutory defenses to defeat such claims. In light of the significant factual issues to be resolved with respect to the asserted claims and other proceedings described above and uncertainties regarding unasserted claims described above, at the present time reasonably possible losses cannot be estimated with respect to the asserted and unasserted claims described in the preceding paragraphs. (b) Babcock & Wilcox Commitments and Guarantees On January 18, 2024, the Company entered into a guaranty (the “Axos Guaranty”) in favor of (i) Axos Bank, in its capacity as administrative agent (the “Administrative Agent”) for the secured parties under that certain credit agreement, dated as of January 18, 2024, among B&W, the guarantors party thereto, the lenders party thereto and the Administrative Agent (the “B&W Axos Credit Agreement”), and (ii) the secured parties. Subject to the terms and conditions of the Axos Guaranty, the Company has guaranteed certain obligations of B&W (subject to certain limitations) under the B&W Axos Credit Agreement, including the obligation to repay outstanding loans and letters of credit and to pay earned interest, fees costs and expenses of enforcing the Axos Guaranty, provided however, that the Company’s obligations with respect to the principal amount of credit extensions and unreimbursed letter of credit obligations under the B&W Axos Credit Agreement shall not at any time exceed $ 150,000 in the aggregate, which is the maximum potential amount of future payments under the guaranty. In consideration for the agreements and commitments under the Axos Guaranty and pursuant to a separate fee and reimbursement agreement, B&W has agreed to pay the Company a fee equal to 2.00 % of the aggregate revolving commitments (as defined in the B&W Axos Credit Agreement) under the B&W Axos Credit Agreement, payable quarterly and, at B&W’s election, in cash in full or 50 % in cash and 50 % in the form of penny warrants. On June 18, 2025, an amendment was made to the Axos Guaranty whereby the Company’s obligations as guarantor were suspended until January 1, 2027. On February 25, 2026, the Axos Guaranty was terminated and is of no further force and effect. On June 30, 2021, the Company agreed to guaranty (the “Cash Collateral Provider Guaranty”) up to $ 110,000 of obligations that B&W may owe to providers of cash collateral pledged in connection with a debt financing for B&W. The Cash Collateral Provider Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of B&W’s obligations under a reimbursement agreement with respect to such cash collateral. B&W will pay the Company $ 935 per annum in connection with the Cash Collateral Provider Guaranty. B&W has agreed to reimburse the Company to the extent the Cash Collateral Provider Guaranty is called upon. During the year ended December 31, 2024, B&W paid all of the obligations owed under the Cash Collateral Provider Guaranty and there are no amounts outstanding under this guarantee at December 31, 2024. On December 22, 2021, the Company entered into a general agreement of indemnity in favor of one of B&W’s sureties. Pursuant to this indemnity agreement, the Company agreed to indemnify the surety in connection with a default by B&W under a € 30,000 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. As of December 31, 2025, the bond had been reduced to € 5,000 as a result of the satisfaction of certain contractual performance obligations. On August 10, 2020, the Company entered into a project specific indemnity rider to a general agreement of indemnity made by B&W in favor of one of its sureties. Pursuant to the indemnity rider, the Company agreed to indemnify the surety in connection with a default by B&W under the underlying indemnity agreement relating to a $ 29,970 payment and performance bond issued by the surety in connection with a construction project undertaken by B&W. During the year 186 Table of Contents ended December 31, 2024, the indemnity rider was reduced to $ 2,997 , which expired during the third quarter of 2025 and no amounts remained outstanding at December 31, 2025. (c) Other Commitments In the normal course of business, the Company enters into commitments to its clients in connection with capital raising transactions, such as firm commitment underwritings, equity lines of credit, or other commitments to provide financing on specified terms and conditions. Securities underwriting exposes the Company to market and credit risk, primarily in the event that, for any reason, securities purchased by the Company cannot be distributed at the anticipated price and to balance sheet risk in the event that debt or equity financing commitments cannot be syndicated. The Company entered into two Written Put agreements in April and September o