BRC Group Holdings, Inc. 10-Q

Item 5. 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 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 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# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Bryant R. Riley 8-K 10.1 4/14/2023 10.2# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Thomas J. Kelleher 8-K 10.2 4/14/2023 10.3# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Phillip J. Ahn 8-K 10.3 4/14/2023 10.4# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Alan N. Forman 8-K 10.4 4/14/2023 10.5# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Andrew Moore 8-K 10.5 4/14/2023 10.6# Amended and Restated Employment Agreement, dated April 11, 2023 by and between the registrant and Kenneth M. Young 8-K 10.6 4/14/2023 10.7 Equity Commitment Letter, dated as of May 10, 2023, by and between B. Riley Financial, Inc., Freedom VCM, Inc. and Freedom VCM Holdings, LLC. 8-K 10.1 5/11/2023 10.8 Limited Guarantee, dated of May 10, 2023, by and between B. Riley Financial, Inc. and Franchise Group, Inc. 8-K 10.2 5/11/2023 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 and Chief Operating Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934 79 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 and Chief Operating 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. 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 80 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. B. Riley Financial, Inc. Date: August 9, 2023 By: /s/ PHILLIP J. AHN Name: Phillip J. Ahn Title: Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) 81