BRC Group Holdings, Inc. 10-Q

Item 5. Other Information . (a) As previously disclosed in Item 5(a) of the Company’s quarterly report on Form 10-Q filed on May 7, 2026, Fred Knopf (“Executive”) was appointed to the position of Executive Vice President, General Counsel and Secretary of the Company upon the retirement of Alan N. Forman. In connection with the Executive’s appointment, the Company entered into an Employment Agreement with the Executive, effective as of July 1, 2026 (the “Employment Agreement”). The Employment Agreement provides for a base salary of $425,000, an annual bonus to be determined by the Company in its sole discretion with a target bonus of $350,000 and eligibility for an annual equity award to be determined by the Company’s Compensation Committee of the Board of Directors. The Employment Agreement also provides for a severance payment equal to one (1) times the Executive’s base salary. The Employment Agreement also provides for reimbursement of a portion of the executive’s COBRA premiums for up to twelve months following a qualifying termination. Qualifying terminations include (i) terminate without Cause by the Company, (ii) termination due to death or disability and (iii) resignation for Good Reason, as such term is defined in the Employment Agreement. Upon a qualifying termination or a change of control, all unvested equity-based awards will become fully vested. The foregoing summary of the material terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.3, and is hereby incorporated by reference to, this Form 10-Q. The Company and the Executive also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.28 to the Company’s Form 10-K/A for the period ended December 31, 2025. (b) None. (c) During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 104 Item 6. Exhibits. The exhibits filed as part of this Quarterly Report are listed in the index to exhibits immediately preceding such exhibits, which index to exhibits is incorporated herein by reference. Exhibit Index Incorporated by Reference Exhibit No. Description Form Exhibit Filing Date 10.1* Third Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of April 8, 2026. 10-Q 10.4 05/07/2026 10.2#* 2021 Stock Incentive Plan – Form of Special Restricted Stock Unit Award Agreement. 10.3#* Employment Agreement effective as of July 1, 2026 by and between the Registrant and Fred Knopf . 10.4§ * First Amendment to Credit Agreement, Limited Waiver and Omnibus Joinder 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 Spain S.L., Targus Asia Pacific (Singapore) PTE Ltd., Targus Deutschland GMBH, Targus International Holdco (UK) Limited, Targus Group (UKO Limited, Targus Europe Limited, Targus Asia Pacific Limited, Targus Australia PTY. Ltd., and FGI Worldwide as agent for Lenders, dated as of June 30, 2026 . 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 101.INS* Inline XBRL Instance Document. 105 101.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. 106 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRC Group Holdings, Inc. Date: August 6, 2026 By: /s/ SCOTT YESSNER Name: Scott Yessner Title: Chief Financial Officer (Principal Financial Officer) 107