BRC Group Holdings, Inc.
For the period ended May 19, 2026. Filed Apr 9, 2026.
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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.
May 19, 2026 · Filed Apr 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant To Section 14(A) of
the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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 |
BRC Group Holdings, Inc.
(Name of Registrant As Specified In Its Charter)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 9, 2026
Dear Fellow Stockholders:
We are pleased to invite you to BRC Group Holdings’ 2026 Annual Meeting to be held virtually on May 19, 2026 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 BRC Group Holdings, Inc. Over the past 29 years, we built a portfolio of companies in financial services, telecom, and retail, which includes a core financial services platform that provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. With a steadily improving investment environment for small-cap and middle market companies, we believe BRC Group Holdings’ portfolio is well positioned to grow its leadership position in this underserved market through joining specialized knowledge and a nuanced understanding of innovative, growing companies with the ability to meet their needs and aspirations.
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 May 19, 2026
To the Stockholders of BRC Group Holdings, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BRC Group Holdings, Inc. will be held on May 19, 2026, at 8:00 a.m. Pacific Time, exclusively via live webcast, for the following purposes:
To elect seven (7) directors to hold office for a one-year term to expire at the Company’s 2027 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, 2026.
To approve, on an advisory basis, 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 March 26, 2026 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. RileyChairman and Co-Chief Executive Officer
Los Angeles, California
April 9, 2026
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
2026 ANNUAL MEETING OF STOCKHOLDERS
To be held on May 19, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.