What changed in this filing

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Item 5. Other Information

2025-02-21 compared with 2025-01-14 · 39 added, 24 removed, 33 unchanged (66% of the section changed)

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).

Nasdaq Stock Market LLC letter dated February 19, 2025

On February 19, 2025, B.

Riley Financial, Inc.

(the “Company”) is providing this disclosure to explain the facts and circumstances, as well as Marcum LLP’s (“Marcum”) and the Audit Committee’s conclusions, concerning Marcum’s objectivity and impartiality with respect to the completion of the AS 41015:

Reviews of Interim Financial Information for the periods ended June 30, 2024 and September 30, 2024 and the fiscal year ended December 31, 2024 integrated audit of the Company.

On November 1, 2024, CBIZ, Inc.

(“CBIZ”) completed the acquisition of substantially all of the non-attest business assets of Marcum and CBIZ CPAs P.C.

purchased substantially all of Marcum’s attest business assets (the “Transaction”).

Prior to the Transaction close, Marcum informed the Company that it would not be independent with respect to the completion of interim reviews and annual integrated audit for the fiscal year ended December 31, 2024 as a result of certain non-attest services that were performed by CBIZ (bookkeeping and management functions) during the period under audit for affiliates of the Company upon closing of the proposed Transaction.

The affiliated entities were managed by an unrelated third party, which retained CBIZ for these services.

For the following reasons, the Audit Committee of the Board of Directors of the Company and Marcum have each concluded, and are of the view that a reasonable investor with knowledge of all relevant facts and circumstances would conclude, that the provision of these services did not impair Marcum’s objectivity and impartiality with respect to Marcum’s review of interim financial information and the integrated audit of the Company’s financial statements and internal controls over financial reporting:

CBIZ performed the non-attest services (bookkeeping and management functions), which ceased prior to the Transaction close.

The non-attest services performed by CBIZ were routine or mechanical in nature, did not involve making management decisions and did not have a material impact on the consolidated financial statements of the Company.

The fees earned by CBIZ were insignificant to both CBIZ and the Company.

The Marcum audit engagement team had no interaction with the CBIZ non-attest services team in the conduct of their audit and reviews.

No personnel from CBIZ who worked on the non-attest service will be part of the audit team or have any involvement in the audit.

Effective October 25, 2024, the Company’s majority owned subsidiary bebe stores, inc.

sold its interest in two of the affiliated entities to a joint venture with third parties and no longer has an ownership interest.

See the accompanying financial statements Note 21 – Subsequent Events for further discussion on this transaction.

On October 25, 2024, the Company also entered into a secured financing transaction with a joint venture between third parties for the other affiliated entities which resulted in the deconsolidation of these entities with the Company retaining an insignificant residual ownership interest.

See the accompanying financial statements Note 21 – Subsequent Events for further discussion on this transaction.

(the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that the Company did not meet the terms of the exception granted to file the From 10-Q for the period ended September 30, 2024 by February 17, 2025 to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company expects that it will regain compliance with the Rule with the filing of this Form 10-Q for the period ended September 30, 2024.

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.

2 unchanged sentences

Description Form Exhibit Filing Date

10.1 Sixth Amendment to Banc of California Credit Agreement, dated April 9, 2024

10-Q 10.5 5/15/24

S eventh Amendment to Banc of California Credit Agreement, d ated April 9, 2024

Series A Certificate of Correction to the Company's Certificate of Designation of 6.875% Series A Preferred Stock

Series B Certificate of Correction to the Company's Certificate of Designation of 7.375% Series B Preferred Stock

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

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

8-K 2.1 10/31/2024

10.2 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

10.3 Equity Purchase Agreement, dated October 13, 2024, by and among OCM SSF III Great American PT, L.P.

, Opps XII Great American Holdings, LLC , VOF Great American Holdings, L.P., BR Financial Holdings, LLC , on behalf of itself and as seller's representative , John Bankert , Ken Bloore , Michael Marchlik , Great American Holdings, LLC, and, solely for purposes of Section 9.14 therein, B.

Riley Financial, Inc.

8-K 2.1 11/21/24

Amendment No.

3 to Nomura Credit Agreement, dated May 24, 2024

4 to Nomura Credit Agreement, dated September 17, 2024

Amendment No.

5 to Nomura Credit Agreement, dated December 9, 2024

Amendment No.

6 to Nomura Credit Agreement, dated January 1, 2025

Second Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated August 19, 2024

Third Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 3, 2024

Fourth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 13, 2024

Fifth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 27, 2024

Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated August 22, 2024

Eighth Amendment to BRPI Acquisition Co LLC.

and Banc of California Credit Agreement, dated September 6, 2024

Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 13, 2024

Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 20, 2024

Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 30, 2024

Eighth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated August 22, 2024

Ninth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 6, 2024

Tenth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 20, 2024

Eleventh Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 30, 2024

Kenny Young Consulting Services Agreement , dated September 20, 2024

31.1* Certification of Co-Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

18 unchanged sentences

# Management contract or compensatory plan or arrangement.

Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

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.

Riley Financial, Inc.

January 13, 2025

February 21, 2025

/s/ PHILLIP J.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information