BRC Group Holdings, Inc. 10-Q

Item 5. Other Information . Nasdaq Stock Market LLC letter dated February 19, 2025 On February 19, 2025, B. Riley Financial, Inc. (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. Other 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). 107 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 3.1* Series A Certificate of Correction to the Company's Certificate of Designation of 6.875% Series A Preferred Stock 3.2* 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 10.4*^ Amendment No. 4 to Nomura Credit Agreement, dated September 17, 2024 10.5*^ Amendment No. 5 to Nomura Credit Agreement, dated December 9, 2024 10.6*^ Amendment No. 6 to Nomura Credit Agreement, dated January 1, 2025 10.7* Second Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated August 19, 2024 10.8* Third Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 3, 2024 10.9* Fourth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 13, 2024 10.10* Fifth Amendment to Third Amended and Restated Wells Fargo Credit Agreement, dated September 27, 2024 108 10.11* Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated August 22, 2024 10.12* Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated September 6, 2024 10.13* Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 13, 2024 10.14* Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 20, 2024 10.15* Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated September 30, 2024 10.16* Eighth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated August 22, 2024 10.17* Ninth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 6, 2024 10.18* Tenth Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 20, 2024 10.19* Eleventh Amendment to Lingo Management LLC and Banc of California Credit Agreement, dated September 30, 2024 10.20* 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 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 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 109 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. ^ 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. 110 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: February 21, 2025 By: /s/ PHILLIP J. AHN Name: Phillip J. Ahn Title: Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) 111