B. Riley Financial, Inc.
For the period ended Dec 31, 2024. Filed Sep 19, 2025.
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FY2024 · Filed Sep 19, 2025
RILY$3.66-4.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
Financial Statements. The Company’s Consolidated Financial Statements required to be filed in the Annual Report on the Form 10-K and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements and the effectiveness of internal control over financial reporting of the Company, are hereby filed as part of this report, beginning on page 134.
Financial Statement Schedules. Financial Statement Schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included in the consolidated financial statements or the notes thereto.
The financial statements of Babcock & Wilcox required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K.
- Exhibits Required by Item 601 of Regulation S-K. The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are field with, or incorporated by reference in, this report.
(b)Exhibits and Index to Exhibits, below.
(c)Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and Fifty Percent or Less Owned Persons.
Babcock & Wilcox was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2022. As such, Babcock & Wilcox’s financial statements for its fiscal years ended December 31, 2024, 2023, and 2022 are provided as Exhibit 99.1 to this Form 10-K incorporation by reference to Item 8 and the Financial Statement Schedule – Schedule II - Valuation and Qualifying Accounts included in Item 15 of Babcock & Wilcox Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 31, 2025.
(c) Exhibit Index
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015 | 10-Q | 3.1 | 8/3/2018 |
| 3.2 | Amended and Restated Bylaws, dated as of November 6, 2014 | 10-Q | 3.6 | 11/6/2014 |
| 3.3 | Amendment to Amended and Restated Bylaws of B. Riley Financial, Inc., dated as of April 3, 2019 | 8-K | 3.1 | 4/9/2019 |
| 3.4 | Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. | 8-K | 3.1 | 10/7/2019 |
| 3.5 | Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. | 8-K | 3.1 | 9/4/2020 |
| 3.6 | State of Delaware, B Riley Financial, Series A Certificate of Correction | 10-Q | 3.1 | 2/21/2025 |
| 3.7 | State of Delaware, B Riley Financial, Series B Certificate of Correction | 10-Q | 3.2 | 2/21/2025 |
| 4.1 | Description of Registered Securities | 10-K | 4.29 | 5/16/2023 |
| 4.2 | Form of common stock certificate | 10-K | 4.1 | 3/30/2015 |
| 4.3 | Base Indenture, dated as of May 7, 2019, by and between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 4.1 | 5/7/2019 |
| 4.4 | Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (NASDAQ: RILYN) | 8-K | 4.3 | 9/23/2019 |
| 4.5 | Form of 6.50% Senior Note due 2026 (NASDAQ: RILYN) (included in Exhibit 4.4) | 8-K | 4.3 | 9/23/2019 |
| 4.6 | Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYT) | 8-K | 4.5 | 1/25/2021 |
| 4.7 | Form of 6.00% Senior Note due 2028 (NASDAQ: RILYT) (included in Exhibit 4.6) | 8-K | 4.5 | 1/25/2021 |
| 4.8 | Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYK) | 8-K | 4.6 | 3/29/2021 |
| 4.9 | Form of 5.50% Senior Note due 2026 (NASDAQ: RILYK) (included in Exhibit 4.8) | 8-K | 4.6 | 3/29/2021 |
| 4.10 | Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYZ) | 8-K | 4.7 | 8/6/2021 |
| 4.11 | Form of 5.25% Senior Note due 2028 (NASDAQ: RILYZ) (included in Exhibit 4.10) | 8-K | 4.7 | 8/6/2021 |
| 4.12 | Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYG) | 8-K | 4.8 | 12/3/2021 |
| 4.13 | Form of 5.00% Senior Note due 2026 (NASDAQ: RILYG) (included in Exhibit 4.12) | 8-K | 4.8 | 12/3/2021 |
| 4.14 | Deposit Agreement, dated October 7, 2019, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 6.875% Series A Cumulative Perpetual Preferred Stock (NASDAQ: RILYP) | 8-K | 4.1 | 10/7/2019 |
| 4.15 | Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (NASDAQ: RILYP) | 8-K | 4.2 | 10/7/2019 |
| 4.16 | Form of Depositary Receipt (NASDAQ: RILYP) (included as Exhibit A to Exhibit 4.1) | 8-K | 4.3 | 10/7/2019 |
| 4.17 | Deposit Agreement, dated September 4, 2020, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock (NASDAQ: RILYL) | 8-K | 4.1 | 9/4/2020 |
| 4.18 | Form of Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (NASDAQ: RILYL) | 8-K | 4.2 | 9/4/2020 |
| 4.19 | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1) | 8-K | 4.3 | 9/4/2020 |
| 10.1# | Amended and Restated 2009 Stock Incentive Plan | 10-Q | 10.1 | 8/11/2015 |
| 10.2# | Amended and Restated 2009 Stock Incentive Plan – Form of Restricted Stock Unit Agreement | 10-Q | 10.2 | 8/11/2015 |
| 10.3# | Amended and Restated 2009 Stock Incentive Plan – Stock Bonus Program and Form of Stock Bonus Award Agreement | 10-Q | 10.3 | 8/11/2015 |
| 10.4# | Amendment to Amended and Restated 2009 Stock Incentive Plan | 10-Q | 10.4 | 11/1/2019 |
| 10.5# | B. Riley Financial, Inc. Management Bonus Plan | 8-K | 10.1 | 8/18/2015 |
| 10.6# | 2018 Employee Stock Purchase Plan | 8-K | 10.1 | 7/31/2018 |
| 10.7 | BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 19, 2018 | 8-K | 10.1 | 12/27/2018 |
| 10.8 | First Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement and Joinder, dated as of February 1, 2019 | 8-K | 10.1 | 2/7/2019 |
| 10.9 | Second Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated December 31, 2020 | 8-K | 10.1 | 1/6/2021 |
| 10.10 | Third Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 16, 2021 | 10-K | 10.44 | 2/25/2022 |
| 10.11 | Fourth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of June 21, 2022 | 10-Q | 10.1 | 7/29/2022 |
| 10.12 | Fifth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of March 15, 2024 | 10-Q | 10.4 | 5/15/2024 |
| 10.13 | Sixth Amendment to BRPI Acquisition Co LLC Banc of California Credit Agreement, dated as of April 9, 2024 | 10-Q | 10.5 | 5/15/2024 |
| 10.14 | Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of August 22, 2024 | 10-Q | 10.1 | 2/21/2025 |
| 10.15 | Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated as of September 6, 2024 | 10-Q | 10.1 | 2/21/2025 |
| 10.16 | Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 13, 2024 | 10-Q | 10.1 | 2/21/2025 |
| 10.17 | Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 20, 2024 | 10-Q | 10.1 | 2/21/2025 |
| 10.18 | Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 30, 2024 | 10-Q | 10.2 | 2/21/2025 |
| 10.19* | Twelfth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of November 18, 2024 | |||
| 10.20* | Thirteenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 18, 2024 | |||
| 10.21 | Security and Pledge Agreement, dated as of December 19, 2018 | 8-K | 10.2 | 12/27/2018 |
| 10.22 | Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated as of December 19, 2018 | 8-K | 10.3 | 12/27/2018 |
| 10.23 | Unconditional Guaranty by the registrant, dated as of December 19, 2018 | 8-K | 10.3 | 12/27/2018 |
| 10.24 | B. Riley Financial, Inc. 2021 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s definitive proxy statement, dated April 20, 2021 filed with the Securities and Exchange Commission | 8-K | 10.01 | 6/3/2021 |
| 10.25 | Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the B. Riley Financial, Inc. 2021 Stock Incentive Plan | 10-K | 10.34 | 4/24/2024 |
| 10.26 | Form of Director and Officer Indemnification Agreement | 8-K | 10.3 | 12/22/2021 |
| 10.27# | PRSU Grant Agreement | 10-K | 10.46 | 2/25/2022 |
| 10.28# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Bryant R. Riley | 8-K | 10.1 | 4/14/2023 |
| 10.29# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Thomas J. Kelleher | 8-K | 10.2 | 4/14/2023 |
| 10.30# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Phillip J. Ahn | 8-K | 10.3 | 4/14/2023 |
| 10.31# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Alan N. Forman | 8-K | 10.4 | 4/14/2023 |
| 10.32# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Andrew Moore | 8-K | 10.5 | 4/14/2023 |
| 10.33# | Amended and Restated Employment Agreement, dated as of April 11, 2023 by and between the registrant and Kenneth M. Young | 8-K | 10.6 | 4/14/2023 |
| 10.34 | Kenny Young Consulting Services Agreement, dated as of September 20, 2024 | 10-Q | 10.20 | 2/21/2025 |
| 10.35 | Guaranty, dated as of January 18, 2024, among B. Riley Financial, Inc., Babcock & Wilcox Enterprises, Inc. and Axos Bank | 8-K | 10.1 | 1/22/2024 |
| 10.36§ | Transfer and Contribution Agreement, dated as of October 25, 2024, between B. Riley Brand Management, LLC and BR Funding Holdings 2024-1, LLC. | 8-K | 2.1 | 10/31/2024 |
| 10.37 | 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 |
| 10.38§ | Equity Purchase Agreement, dated as of October 13, 2024, relating to Great American Holdings, LLC. | 8-K | 2.1 | 11/21/2024 |
| 10.39§* | Great American Holdings LLC Second Amended and Restated Agreement, dated as of November 15, 2024. | |||
| 10.40§* | Credit Agreement among Lingo Management, LLC and Banc of California Credit Agreement, dated as of August 16, 2022 | |||
| 10.41§* | First Amendment to Lingo Management, LLC and Banc of California Credit Agreement and Joinder, dated as of September 9, 2022 | |||
| 10.42§* | Second Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 10, 2022 | |||
| 10.43* | Third Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 2, 2023 | |||
| 10.44* · Fourth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 6, 2023 | ||||
|---|---|---|---|---|
| 10.45* · Fifth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of February 29, 2024 | ||||
| 10.46* · Sixth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 15, 2024 | ||||
| 10.47 | Seventh Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of April 9, 2024 | 10-Q | 10.2 | 1/14/2025 |
| 10.48 | Eighth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of August 22, 2024 | 10-Q | 10.16 | 2/21/2025 |
| 10.49 | Ninth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 6, 2024 | 10-Q | 10.17 | 2/21/2025 |
| 10.50 | Tenth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 20, 2024 | 10-Q | 10.18 | 2/21/2025 |
| 10.51 | Eleventh Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of September 30, 2024 | 10-Q | 10.19 | 2/21/2025 |
| 10.52* | Twelfth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 18, 2024 | |||
| 10.53* | Thirteenth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of December 18, 2024 | |||
| 14.1 | B. Riley - Code of Business Conduct and Ethics | 8-K | 14.1 | 5/30/2023 |
| 19.1* | B. Riley - Insider Trading Policy | |||
| 21.1* | Subsidiary List | |||
| 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 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 | ||||
|---|---|---|---|---|
| 32.3** · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1# | B. Riley - Clawback Policy | 10-K | 97.10 | 4/24/2024 |
| 99.1*** | Babcock & Wilcox Financial Statements | 10-K | 99.1 | 3/31/2025 |
| 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.
*** Audited consolidated financial statements of Babcock & Wilcox Enterprises, Inc. as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 (incorporated by reference to the Annual Report on Form 10-K filed by Babcock & Wilcox Enterprises, Inc. for the year ended December 31, 2024).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.