BRC Group Holdings, Inc.

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the Arrangement and the closing thereof, the anticipated debt commitment, the Company’s or Sangoma’s future results of operations and financial position, the Company’s and Sangoma’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of the Company and Sangoma, the anticipated benefits of the Arrangement, and the expected operation of Sangoma as a subsidiary of the Company after the transaction. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the risk that the debt commitment may not be advanced in the anticipated timeframe; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive Arrangement Agreement; the inability to complete the transactions contemplated by the Arrangement Agreement, including due to failure to obtain the Required Securityholder Approval or to satisfy the other conditions to closing in the Arrangement Agreement; the risk that the transaction disrupts current plans and operations of the Company or Sangoma as a result of the announcement and consummation of the transaction; the ability to realize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the Company and Sangoma to integrate their operations, grow and manage growth economically, and hire and retain key employees; costs related to the transaction; changes in applicable laws or regulations; the possibility that Sangoma or the Company may be adversely affected by other economic, business, and/or competitive factors; changes in market demand for the Company’s services and products; changes in economic, market, or regulatory conditions; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.

Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.