B. Riley Financial, Inc.
For the period ended Dec 1, 2025. Filed Oct 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 1, 2025 · Filed Oct 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(A) of
the Securities Exchange Act of 1934
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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October 22, 2025
Dear Fellow Stockholders:
We are pleased to invite you to B. Riley’s 2025 Annual Meeting to be held virtually on December 1, 2025 at 8:00 a.m. Pacific Time. Your vote and representation are important to us. Even if you are unable to attend the meeting, we hope you will exercise your vote.
We appreciate your continued support and investment in B. Riley Financial. Over the past 28 years, we built a platform of companies that meet the strategic and financial needs of clients and partners in the small-cap and middle markets. This has been our stated strategy since our founding as a fundamental stock research firm in 1997 — and this is where we will continue to focus. With a steadily improving investment environment for small-cap and middle market companies, we believe B. Riley’s portfolio is well positioned to grow its leadership position in this underserved market by providing clients with trusted financial services and capital solutions.
Whether or not you plan to attend the annual meeting online, and regardless of the number of shares you own, it is important that your shares be represented at the annual meeting. The attached notice of meeting and proxy statement describe the matters to be acted upon at our annual meeting. Both stockholders of record and “street name” stockholders will be able to attend the annual meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the annual meeting. Please see the attached proxy statement for important registration and access information.
Accordingly, if you have received a proxy card, we urge you to promptly complete and return it to the inspector of elections in the postage-prepaid envelope provided, or to promptly use the telephone or Internet voting system. If you do attend the virtual meeting and wish to vote online during the meeting, you may withdraw your proxy at that time.
Sincerely,
Bryant R. Riley
Chairman and Co-Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on December 1, 2025
To the Stockholders of B. Riley Financial, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of B. Riley Financial, Inc. will be held on December 1, 2025, at 8:00 a.m. Pacific Time, exclusively via live webcast, for the following purposes:
To elect eight (8) directors to hold office for a one-year term to expire at the Company’s 2026 Annual Meeting of Stockholders or until their successors are elected and duly qualified.
To ratify the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
To approve, on an advisory basis, the compensation of our named executive officers.
To vote, on an advisory basis, on the frequency of holding an advisory vote on the compensation of our named executive officers.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this notice.
The Company’s Board of Directors has fixed the close of business on October 10, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof. All stockholders are invited to attend the virtual meeting. To participate in the virtual meeting, you will need the control number included on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.
By Order of the Board of Directors,
Bryant R. Riley
Chairman and Co-Chief Executive Officer
Los Angeles, California
October 22, 2025
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING ONLINE. WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL MEETING, IF YOU HAVE RECEIVED A PROXY CARD, PLEASE COMPLETE, DATE, SIGN AND RETURN AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. IF YOU RECEIVED A PROXY CARD, A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. PLEASE NOTE, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME AND EMAIL THAT PROXY TOvirtualmeeting@viewproxy.com, NO LESS THAN ONE HOUR IN ADVANCE OF THE MEETING.
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
To be held on December 1, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.