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BRC Group Holdings, Inc.

For the period ended Sep 30, 2025. Filed Jan 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Jan 14, 2026

RILY$3.65-3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 164 previous paragraphs and 161 current paragraphs.

70 unchanged; 80 reworded; 9 added; 10 removed; 4 previous and 2 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

On January 1, 2026, the Company’s previously announced name change became effective. The name of the Company is now BRC Group Holdings, Inc. Our trading symbol (“RILY”) and our CUSIP (05580M108) remain the same.

Current report

Conn’s Inc. (“Conn’s”). The decrease in revenue of $3.9 million from services and fees in the three months ended September 30, 2025 consisted of decreases in revenue of $15.0 million in the Wealth Management segment, $11.7 million in All Other, $6.9 million in the Communications segment, and $5.2 million in the E-Commerce segment, partially offset by an increase of revenue of $34.9 million in the Capital Markets segment.

Current report

Total selling, general and administrative expenses decreased by $17.2 million to $143.9 million during the three months ended September 30, 2025 from $161.1 million during the three months ended September 30, 2024. The decrease was primarily due to decreases of $14.1 million in the Wealth Management segment, $11.7 million in Corporate and All Other, $9.1 million in the E-Commerce segment, $2.4 million in the Consumer Products segment, and $2.1 million in the Communications segment, partially offset by an increase of $22.2 million in the Capital Markets segment.

Current report

Selling, general and administrative expenses in the Capital Markets segment increased by $22.2 million to $53.4 million during the three months ended September 30, 2025 from $31.3 million during the three months ended September 30, 2024. The increase was primarily due to increases of $21.2 million in employee compensation and benefit related expenses, which primarily related to increases in commissions paid, largely related to increased revenue, and $2.1 million in investment banking deal expenses, partially offset by decreases of $0.6 million in other expenses, and $0.5 million in occupancy-related costs.

Current report

Selling, general and administrative expenses for Corporate and All Other decreased $11.7 million to $21.4 million during the three months ended September 30, 2025 from $33.0 million during the three months ended September 30, 2024. The decrease was primarily due to $5.6 million in employee compensation and benefit related expenses primarily driven by a decrease in corporate compensation, $2.6 million in other expenses, $2.4 million in foreign currency translation, and $1.1 million in depreciation and amortization.

Current report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Current report

Freedom VCM, and $6.0 million related to Badcock loan with no fair value adjustments of comparable magnitude recorded in the current year period, partially offset by a favorable variance of $8.5 million from a realized loss recorded in the prior year period related to the equity conversion of the Core Scientific loan.

Current report

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Current report

As a smaller reporting company, the Company is not required to provide the information called for by this Item.
Removed paragraphs (10)

Previous report

On August 20, 2025, Targus (“Targus Borrower”) and certain of its direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security and Guaranty Agreement (the “Targus/FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent and for a three-year $30.0 million revolving loan facility, the proceeds of which were used to refinance and repay all obligations under the existing Targus Credit Agreement (as more fully discussed in Note 11 — Term Loans and Revolving Credit Facility) with PNC Bank, National Association (“PNC”). The final maturity date of the Targus/FGI Credit Agreement is August 20, 2028. The Targus/FGI Credit Agreement is a revolving line of credit facility with a receivables purchase feature under which the purchase of eligible receivables is on a full recourse basis with each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25% per annum or (b) 3.00% above the term Secured Overnight Financing Rate for a period of 1 month plus 10 basis points, plus (c) 0.30% per month collateral management fee. The Targus/FGI Credit Agreement is secured by (i) a first priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity interests of the Borrower and its direct and indirect subsidiaries. The Targus/FGI Credit Agreement contains certain covenants, including those limiting the FGI Loan Parties’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The Targus/FGI Credit Agreement also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled to take various actions, including the acceleration of amounts outstanding under the Targus/FGI Credit Agreement. As required under the Targus/FGI Credit Agreement, B. Riley Commercial Capital, LLC (“BRCC”), a wholly owned subsidiary of the Company, entered into an amendment to an existing intercompany loan and security agreement to extend an additional subordinated loan to the Targus Borrower at the closing of the Targus/FGI Credit Agreement in the amount of $5.0 million increasing the aggregate principal amount of such loan from $5.0 million to $10.0 million.

Previous report

On November 11, 2025, the Company announced that it will change its name to BRC Group Holdings, Inc., effective on January 1, 2026.

Previous report

Total selling, general and administrative expenses decreased by $35.6 million to $142.4 million during the three months ended June 30, 2025 from $178.0 million during the three months ended June 30, 2024. The decrease was primarily due to decreases of $9.3 million in the Wealth Management segment, $6.4 million in Corporate and All Other, $6.0 million in the E-Commerce segment $5.9 million in the Capital Markets segment, $5.5 million in the Communications segment and $2.4 million in the Consumer Products segment.

Previous report

Selling, general and administrative expenses for Corporate and All Other decreased $6.4 million to $23.3 million during the three months ended June 30, 2025 from $29.7 million during the three months ended June 30, 2024. The decrease was primarily due to $2.8 million in employee compensation and benefit related expenses primarily driven by a decrease in the regional environmental services business that was sold in the first quarter of 2025, $1.7 million in legal settlements, $1.6 million in transaction costs, $1.3 million in other expenses and, $0.9 million in depreciation and amortization, partially offset by an increase of $1.9 million in professional services.

Previous report

$23.3 million for the three months ended June 30, 2024. The decrease was due to a decrease in the securities loaned and loan participations sold balances from $733.6 million as of June 30, 2024 to $65.1 million as of June 30, 2025.

Previous report

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Previous report

Capital Markets segment, and $34.9 million in the Communications segment, and $20.7 million in the Wealth Management segment, and $11.2 million in All Other, partially offset by an increase in revenue of $0.7 million in the E-Commerce segment.

Previous report

Selling, general and administrative expenses in the Capital Markets segment decreased by $18.1 million to $86.5 million during the six months ended June 30, 2025 from $104.5 million during the six months ended June 30, 2024. The decrease was primarily due to decreases of $21.7 million in employee compensation and benefit related expenses, which primarily related to decreases in commissions paid, share based compensation and other payroll expenses largely related to reduced revenue and loss of headcount, and $0.2 million in occupancy-related costs, partially offset by an increase in $1.9 million in other expenses and $1.9 million in professional services.
Reworded paragraphs (80)

Previous wording

Except as otherwise required by the context, references in this Quarterly Report to the “Company,” “B. Riley,” “B. Riley Financial,” “BRC,” “we,” “us” or “our” refer to the combined business of B. Riley Financial, Inc. and all of its subsidiaries.

Current wording

Except as otherwise required by the context, references in this Quarterly Report to the “Company,” “BRC,” “BRC Group Holdings,” “we,” “us” or “our” refer to the combined business of BRC Group Holdings (f/k/a B. Riley Financial, Inc.) and all of its subsidiaries.

Previous wording

B. Riley Financial Inc. (NASDAQ: RILY) (the “Company”) which is changing its name to BRC Group Holdings, Inc. (“BRC”) effective on January 1, 2026, is a diversified portfolio of companies, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail companies provide home furnishings and mobile computing accessories. BRC deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments.

Current wording

BRC Group Holdings, Inc. (f/k/a B. Riley Financial Inc.) (NASDAQ: RILY) (the “Company”) is a diversified holding company, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail companies provide home furnishings and mobile computing accessories. BRC deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments.

Previous wording

Our investment approach is value-oriented and represents a core competency of our capital markets strategy. We act as an advisor to our clients, which at times involves complex transactions consistent with our value-oriented investment philosophy. We often provide consulting, capital raising, or investment banking services for companies in which B. Riley may have significant influence through equity ownership, representation on the board of directors (or similar governing body), or both.

Current wording

Our investment approach is value-oriented and represents a core competency of our capital markets strategy. We act as an advisor to our clients, which at times involves complex transactions consistent with our value-oriented investment philosophy. We often provide consulting, capital raising, or investment banking services for companies in which we may have significant influence through equity ownership, representation on the board of directors (or similar governing body), or both.

Previous wording

Securities and other investments owned was $242.4 million and $282.3 million as of June 30, 2025 and December 31, 2024, respectively. Of this amount, the carrying value of equity securities totaled $186.9 million and $232.5 million as of June 30, 2025 and December 31, 2024, respectively. Of these amounts, public equity securities totaled $88.9 million and $124.9 million as of June 30, 2025 and December 31, 2024, and private equity securities totaled $97.9 million and $107.6 million as of June 30, 2025 and December 31, 2024, respectively.

Current wording

Securities and other investments owned was $315.5 million and $282.3 million as of September 30, 2025 and December 31, 2024, respectively. Of this amount, the carrying value of equity securities totaled $248.7 million and $232.5 million as of September 30, 2025 and December 31, 2024, respectively. Of these amounts, public equity securities totaled $149.7 million and $124.9 million as of September 30, 2025 and December 31, 2024, and private equity securities totaled $99.0 million and $107.6 million as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

The carrying value of Babcock & Wilcox Enterprises, Inc’s (“B&W”). - common stock held as of June 30, 2025 and December 31, 2024 was $26.4 million and $45.0 million, respectively. The change in the carrying value for the six months ended June 30, 2025 was due to a decrease in the public share price during the period.

Current wording

The carrying value of Babcock & Wilcox Enterprises, Inc.’s (“B&W”) - common stock held as of held as of September 30, 2025 and December 31, 2024 was $79.6 million and $45.0 million, respectively. The change in the carrying value for the nine months ended September 30, 2025 was due to a increase in the public share price during the period.

Previous wording

The carrying value of our Double Down Interactive Co., Ltd common stock held as of June 30, 2025 and December 31, 2024 was $34.5 million and $43.7 million, respectively. The change in the carrying value for the six months ended June 30, 2025 was primarily driven by sales of the securities and, to a lesser extent, a decrease in the public share price during the period.

Current wording

The carrying value of our Double Down Interactive Co., Ltd common stock held as of September 30, 2025 and December 31, 2024 was $32.2 million and $43.7 million, respectively. The change in the carrying value for the nine months ended September 30, 2025 was primarily driven by sales of the securities and, to a lesser extent, a decrease in the public share price during the period.

Previous wording

The carrying value of our investments in other public equities held as of June 30, 2025 and December 31, 2024 was $24.7 million and $27.4 million, respectively. The change in the carrying value for the six months ended June 30, 2025 was driven by sales of certain other public equity securities and, to a lesser extent, decreases in the public share prices during the period.

Current wording

The carrying value of our investments in other public equities held as of September 30, 2025 and December 31, 2024 was $33.5 million and $27.4 million, respectively. The change in the carrying value for the nine months ended September 30, 2025 was driven by purchases of certain other public equity securities and, to a lesser extent, increases in the public share prices during the period.

Previous wording

The carrying value of our investments in other private equities held as of June 30, 2025 and December 31, 2024 was $97.9 million and $107.6 million, respectively. The decrease in the carrying value for the six months ended June 30, 2025 was driven by sales of certain private securities and, to a lesser extent, decreases in fair values during the period.

Current wording

The carrying value of our investments in other private equities held as of September 30, 2025 and December 31, 2024 was $99.0 million and $107.6 million, respectively. The decrease in the carrying value for the nine months ended September 30, 2025 was driven by sales of certain private securities and, to a lesser extent, decreases in fair values during the period.

Previous wording

At June 30, 2025 qualitative factors indicated it could be more likely than not that the carrying value of the Targus tradename in the Consumer Products segment could be impaired. In order to estimate the fair value of the Targus tradename management must make certain estimates and assumptions which, among other things, included an assessment of market conditions, projected cash flows, discount rates, and revenue growth rates. The inputs for the fair value calculations included a 3.5% growth rate to calculate the terminal value, a discount rate of 22.2%, and a royalty rate of 1.5%. This resulted in an impairment charge for the Targus tradename in the amount of $1.5 million at June 30, 2025. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge for the tradename. Any changes from our current estimates and assumptions that result in materially different estimates and assumptions in the future in response to changing economic conditions, changes in our business or for other reasons could result in the recognition of additional impairment charges in future periods. There were no impairments of goodwill or indefinite-lived intangibles of other reporting units identified in an interim basis during the six months ended June 30, 2025.

Current wording

At June 30, 2025, qualitative factors indicated it could be more likely than not that the carrying value of the Targus tradename in the Consumer Products segment could be impaired. In order to estimate the fair value of the Targus tradename management must make certain estimates and assumptions which, among other things, included an assessment of market conditions, projected cash flows, discount rates, and revenue growth rates. The inputs for the fair value calculations included a 3.5% growth rate to calculate the terminal value, a discount rate of 22.2%, and a royalty rate of 1.5%. This resulted in an impairment charge for the Targus tradename in the amount of $1.5 million at June 30, 2025. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge for the tradename. Any changes from our current estimates and assumptions that result in materially different estimates and assumptions in the future in response to changing economic conditions, changes in our business or for other reasons could result in the recognition of additional impairment charges in future periods. There were no impairments of goodwill or indefinite-lived intangibles of other reporting units identified in an interim basis during the nine months ended September 30, 2025.

Previous wording

Total revenues increased $18.9 million to $411.4 million during the six months ended June 30, 2025 from $392.5 million during the six months ended June 30, 2024. The increase in revenues during the six months ended June 30, 2025 was primarily due to increases in revenue from fair value adjustments on loans of $180.5 million, and in the fair value of the portfolio of securities and other investments owned of $60.5 million, partially offset by decreases in revenues from services and fees of $112.4 million, interest income from securities lending of $59.6 million, interest income from loans of $33.6 million, and sale of goods of $16.5 million. Of the $180.5 million increase in fair value adjustments related to loans, $167.8 million related to VCM, $15.1 million related to the loan to Freedom VCM, and $7.1 million related to Badcock, partially offset by a decrease of $8.5 million related to Core Scientific, Inc. (“Core Scientific”). The decrease in revenue from services and fees in the six months ended June 30, 2025 consisted of decreases in revenue of $46.3 million in the

Current wording

Total revenues increased $102.5 million to $277.9 million during the three months ended September 30, 2025 from $175.4 million during the three months ended September 30, 2024. The increase in revenues during the three months ended September 30, 2025 was primarily due to increases in fair value adjustments on loans of $72.8 million, and increases in fair value of the portfolio of securities and other investments owned of $54.3 million, partially offset by decreases in revenues from interest income from loans of $9.2 million, sale of goods of $7.0 million, interest income from securities lending of $4.5 million, and services and fees of $3.9 million. Of the $72.8 million increase in fair value adjustments related to loans, $54.2 million related to the loan to Vintage Capital Management, LLC (“VCM”) and $18.6 million related to the loan to

Previous wording

Revenues from services and fees in the Capital Markets segment decreased $11.1 million to $39.1 million during the three months ended June 30, 2025 from $50.2 million during the three months ended June 30, 2024. The decrease in revenues was primarily due to decreases of $7.7 million of corporate finance, consulting, and investment banking fees, $2.4 million in commission fees, $1.7 million of interest income, $0.4 million in asset management fees, and $0.4 million in dividends, partially offset by an increase of $1.5 million in other income. The decrease in investment banking revenues is related to the episodic nature of this business and the decline in business due to the late SEC filings of the parent company. The decreases in investment banking revenues were $22.9 million in at the market fees, $9.4 million in mergers and acquisitions advisory fees, $5.2 million in investment banking underwriting fees, and $2.9 million in private placement fees.

Current wording

Revenues from services and fees in the Capital Markets segment increased $34.9 million to $65.4 million during the three months ended September 30, 2025 from $30.4 million during the three months ended September 30, 2024. The increase in revenues was primarily due to increases of $32.6 million of corporate finance, consulting, and investment banking fees, $2.2 million in asset management fees, $0.7 million in commission fees, and $0.3 million in dividends, partially offset by increases of $0.7 million of interest income, and $0.2 million in other income. The increase in investment banking revenues is related to the episodic nature of this business, an increase in the number of transactions when compared to the prior period, and the public press release of the B. Riley Securities Holdings, Inc. (“BRSH”) carve out. The increases in investment banking revenues were $13.6 million in investment banking underwriting fees, $11.5 million in private placement fees, and $9.4 million in at the market fees, partially offset by a decrease of $1.7 million in mergers and acquisitions advisory fees.

Previous wording

Revenues from brokerage and advisory decreased $15.5 million to $27.5 million during the three months ended June 30, 2025 from $43.0 million during the three months ended June 30, 2024. The decrease in revenues was primarily due to decreases in revenue of from wealth and asset management fees due to a reduction in AUM which was driven by a loss of headcount of wealth management advisors and the Stifel transaction in April 2025. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information. Total assets under management were approximately $13.7 billion and $25.6 billion at June 30, 2025 and June 30, 2024, respectively. Of these amounts, advisory assets under management totaled approximately $4.6 billion at June 30, 2025 and $8.0 billion at June 30, 2024. Advisory revenues were 0.27% and 0.25% of average advisory assets under management during the three months ended June 30, 2025 and 2024, respectively. The average revenues earned on advisory assets under management are not expected to fluctuate significantly from period to period as a percentage of advisory assets under management. Broker revenues are primarily comprised of commissions and fees earned from trading activities from brokerage client assets. Other revenues is primarily comprised of tax service fees and management fees earned from comprehensive client focused services performed.

Current wording

Revenues from brokerage and advisory decreased $13.7 million to $29.4 million during the three months ended September 30, 2025 from $43.1 million during the three months ended September 30, 2024. The decrease in revenues was primarily due to decreases in revenue from wealth and asset management fees due to a reduction in AUM which was driven by a loss of headcount of wealth management advisors and the Stifel transaction in April 2025. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information. Total assets under management were approximately $13.3 billion and $25.7 billion at September 30, 2025 and September 30, 2024, respectively. Of these amounts, advisory assets under management totaled approximately $4.2 billion at September 30, 2025 and $8.1 billion at September 30, 2024. Advisory revenues were 0.25% and 0.24% of average advisory assets under management during the three months ended September 30, 2025 and 2024, respectively. The average revenues earned on advisory assets under management are not expected to fluctuate significantly from period to period as a percentage of advisory assets under management. Brokerage revenues are primarily comprised of commissions and fees earned from trading activities from brokerage client assets. Other revenues is primarily comprised of tax service fees and management fees earned from comprehensive client focused services performed.

Previous wording

Revenues from services and fees in the Communications segment decreased $17.0 million to $60.7 million during the three months ended June 30, 2025 from $77.7 million during the three months ended June 30, 2024. The decrease in revenues was primarily due to decreases in subscription revenue of $16.7 million, $10.7 million of which related to divestiture of the Lingo wholesale carrier business in the third quarter of fiscal year 2024. Of the remaining $6.0 million decrease in subscription revenue, $3.4 million was from Lingo, $1.4 million was from Marconi Wireless, $0.8 million was from magicJack, and $0.4 million was from UOL. We expect Lingo, magicJack, Marconi Wireless and UOL subscription revenue to continue to decline year-over-year as landline and VoIP technologies are older and cellular services are offered in a highly competitive marketplace.

Current wording

Revenues from services and fees in the Communications segment decreased $6.9 million to $59.4 million during the three months ended September 30, 2025 from $66.2 million during the three months ended September 30, 2024. The decrease in revenues was primarily due to decreases in subscription revenue of $6.7 million, $1.7 million of which related to divestiture of the Lingo wholesale carrier business in third quarter of fiscal year 2024. Of the remaining $5.1 million decrease in subscription revenue, $1.8 million was from Marconi Wireless, $1.7 million was from Lingo, $1.1 million was from magicJack, and $0.4 million was from UOL. We expect Lingo, magicJack, Marconi Wireless and UOL subscription revenue to continue to decline year-over-year as landline and VoIP technologies are older and cellular services are offered in a highly competitive marketplace.

Previous wording

Revenues from services and fees in All Other decreased $10.1 million to $12.5 million during the three months ended June 30, 2025 from $22.6 million during the three months ended June 30, 2024. These revenues include merchandise rental fees and sales from bebe, and the operations of a regional environmental services business, which was sold in the first quarter of 2025. Revenues from services and fees in All Other decreased by $9.5 million related to the regional environmental services business, and $1.1 million related to merchandise rental fees from bebe, partially offset by an increase in revenues of $0.6 million in other revenue.

Current wording

Revenues from services and fees in All Other decreased $11.7 million to $11.6 million during the three months ended September 30, 2025 from $23.3 million during the three months ended September 30, 2024. These revenues include merchandise rental fees and sales from bebe, and the operations of a regional environmental services business, which was sold in the first quarter of 2025. Revenues from services and fees in All Other decreased by $11.2 million related to the regional environmental services business, and $0.9 million related to merchandise rental fees from bebe, partially offset by an increase in revenues of $0.4 million in other revenue.

Previous wording

Trading gains (losses), net increased $59.0 million to income of $27.7 million during the three months ended June 30, 2025 compared to loss of $31.3 million during the three months ended June 30, 2024. The income of $27.7 million during the three months ended June 30, 2025 was primarily due to realized and unrealized income on investments made in our proprietary trading accounts, primarily $13.4 million on Applied Digital Corporation (“Applied Digital”), $4.5 million on Babcock & Wilcox Enterprises, Inc. (“B&W”) and $4.0 million on Channell Commercial Corporation (“Channell”).

Current wording

Trading gains (losses), net increased $54.3 million to income of $53.0 million during the three months ended September 30, 2025 compared to loss of $1.2 million during the three months ended September 30, 2024. The income of $53.0 million during the three months ended September 30, 2025 was primarily due to realized and unrealized income on investments made in our proprietary trading accounts, primarily gains of $30.2 million on Babcock & Wilcox Enterprises, Inc. (“B&W”) and $28.4 million on Applied Digital Corporation (“Applied Digital”), offset by trading losses.

Previous wording

The fair value adjustments on loans receivable for the three months ended June 30, 2025 and 2024, were $0.8 million and $(175.6) million, respectively. During the three months ended June 30, 2025 and 2024, fair value adjustments for other loans receivable totaled $1.8 million and $2.0 million, respectively.

Current wording

The fair value adjustments on loans receivable for the three months ended September 30, 2025 and 2024, were $1.3 million and $(71.5) million, respectively. During the three months ended September 30, 2025 and 2024, fair value adjustments for other loans receivable totaled $1.3 million and $(2.7) million, respectively.

Previous wording

The $176.4 million favorable variance in fair value adjustment related to our loans receivable during the three months ended June 30, 2025 was primarily driven by $150.3 million related to the VCM, $12.0 million related to Freedom VCM, $7.4 million related to Badcock and $7.2 million related to Conn’s.

Current wording

The $72.8 million favorable variance in fair value adjustment related to our loans receivable during the three months ended September 30, 2025 was primarily driven by $54.2 million related to the VCM and $18.6 million related to Conn’s.

Previous wording

Interest income from loans decreased $14.7 million to $3.9 million during the three months ended June 30, 2025 from $18.5 million during the three months ended June 30, 2024. The decrease was primarily due to non-accrual of interest on the following adjusted loans: $6.1 million for VCM, $3.4 million for Conn’s, $2.2 million for Freedom VCM, which was sold in February 2025, and $1.6 million for Nogin, as well as a reduction in loan receivable balances from $229.2 million as of June 30, 2024 to $49.0 million as of June 30, 2025.

Current wording

Interest income from loans decreased $9.2 million to $2.1 million during the three months ended September 30, 2025 from $11.3 million during the three months ended September 30, 2024. The decrease was primarily due to non-accrual of interest on the following adjusted loans: $3.4 million for VCM, and $1.5 million for Nogin, as well as a reduction in loan receivable balances from $151.7 million as of September 30, 2024 to $55.0 million as of September 30, 2025.

Previous wording

Interest income from securities lending decreased $22.7 million to $2.1 million during the three months ended June 30, 2025 from $24.8 million during the three months ended June 30, 2024. The decrease was due to a reduction in the securities borrowed balance from $743.0 million as of June 30, 2024 to $72.3 million as of June 30, 2025 and decreases of revenue from business decline due to counterparties constraining their business activity.

Current wording

Interest income from securities lending decreased $4.5 million to $2.5 million during the three months ended September 30, 2025 from $7.0 million during the three months ended September 30, 2024. The decrease was due to counterparties constraining their business activity and a reduced strategic focus and deployment of capital in securities lending, which led to lower securities lending balances.

Previous wording

Revenues from the sale of goods decreased $10.5 million to $45.1 million during the three months ended June 30, 2025 from $55.6 million during the three months ended June 30, 2024. The decrease was primarily related to decreases of $8.1 million from the Consumer Products segment due to a decrease in computer and peripheral sales worldwide, $2.3 million from Nogin in the E-Commerce segment, which was deconsolidated in the first quarter of 2025, and $0.1 million in All Other consisting of sales of goods from bebe.

Current wording

Revenues from the sale of goods decreased $7.0 million to $48.3 million during the three months ended September 30, 2025 from $55.2 million during the three months ended September 30, 2024. The decrease was primarily related to decreases of $3.7 million from Nogin in the E-Commerce segment, which was deconsolidated in the first quarter of 2025,$2.8 million from the Consumer Products segment due to a decrease in computer and peripheral sales worldwide, $0.3 million from the Communications segment, and $0.1 million in All Other consisting of sales of goods from bebe.

Previous wording

Direct cost of services decreased $25.5 million to $33.2 million during the three months ended June 30, 2025 from $58.7 million during the three months ended June 30, 2024. The decrease in direct cost of services was primarily attributable to a decrease of $16.7 million from the Communications segment, $11.4 million of which was attributable to divestiture of the Lingo wholesale carrier business in the third quarter of fiscal year 2024, $7.2 million from All Other, consisting of $6.5 million from the regional environmental services business that was sold in the first quarter of 2025, and $0.7 million from bebe, and $1.6 million from the E-Commerce segment, consisting of Nogin which was deconsolidated in the first quarter of 2025.

Current wording

Direct cost of services decreased $18.4 million to $31.3 million during the three months ended September 30, 2025 from $49.7 million during the three months ended September 30, 2024. The decrease in direct cost of services was primarily attributable to a decrease of $8.3 million from the Communications segment, $2.0 million of which was attributable to divestiture of the Lingo wholesale carrier business in third quarter of fiscal year 2024, $7.1 million from All Other, consisting of $6.7 million from the regional environmental services business that was sold in the first quarter of 2025, and $0.4 million from bebe, and $3.0 million from the E-Commerce segment, consisting of Nogin which was deconsolidated in the first quarter of 2025.

Previous wording

Cost of goods sold for the three months ended June 30, 2025 decreased $4.6 million to $35.1 million from $39.8 million during the three months ended June 30, 2024. The decrease in cost of goods sold was primarily attributable to decreases of $3.0 million in the Consumer Products segment, due to lower sales volume, and $1.6 million from the E-Commerce segment, consisting of Nogin which was deconsolidated in the first quarter of 2025.

Current wording

Cost of goods sold for the three months ended September 30, 2025 decreased $5.3 million to $35.0 million from $40.3 million during the three months ended September 30, 2024. The decrease in cost of goods sold was primarily attributable to decreases of $2.8 million in the Consumer Products segment, due to lower sales volume, $2.1 million from the E-Commerce segment, consisting of Nogin which was deconsolidated in the first quarter of 2025, $0.3 million from the Communications segment due to decreased sales, and $0.1 million from All Other consisting of cost of goods from bebe.

Previous wording

Selling, general and administrative expenses in the Wealth Management segment decreased by $9.3 million to $39.9 million during the three months ended June 30, 2025 from $49.2 million during the three months ended June 30, 2024, primarily due to decreases of $9.8 million in employee compensation and benefit related expenses, which primarily related to decreases in commissions paid, bonuses and other payroll expenses due to a decrease in headcount, which aligns with the decrease in revenue, $0.6 million in depreciation and amortization expense, and $0.5 million in other expenses, partially offset by an increase of $1.6 million in occupancy-related costs, due to multiple office closures and lease impairments as a result of the Stifel transaction.

Current wording

Selling, general and administrative expenses in the Wealth Management segment decreased by $14.1 million to $35.2 million during the three months ended September 30, 2025 from $49.3 million during the three months ended September 30, 2024, primarily due to decreases of $9.6 million in employee compensation and benefit related expenses, which primarily related to decreases in commissions paid, bonuses and other payroll expenses due to a decrease in headcount, which aligns with the decrease in revenue, $3.8 million change in the fair value of contingent consideration, $0.6 million in depreciation and amortization expense, and $0.6 million in other expenses, partially offset by an increase of $0.5 million in occupancy-related costs, due to multiple office closures and lease impairments as a result of the Stifel transaction.

Previous wording

Selling, general and administrative expenses in the Communications segment decreased $8.8 million to $40.6 million for the six months ended June 30, 2025 from $49.4 million for the six months ended June 30, 2024. The decrease was primarily due to decreases of $3.7 million in employee compensation and benefit related expenses due to lower headcount, lower commissions and sale of the Lingo carrier business in the third quarter of 2024, $2.3 million in depreciation and amortization expenses due to items being fully amortized in 2024, $1.4 million in occupancy-related costs, $1.0 million in professional services, and $0.4 million in other expenses.

Current wording

Selling, general and administrative expenses in the Communications segment decreased $2.1 million to $19.4 million for the three months ended September 30, 2025 from $21.5 million for the three months ended September 30, 2024. The decrease was primarily due to decreases of $0.9 million in employee compensation and benefit related expenses due to lower headcount, lower commissions and sale of the Lingo carrier business in the third quarter of 2024, $0.6 million in professional services, $0.5 million in occupancy-related costs, and $0.1 million in depreciation and amortization expenses due to items being fully amortized in 2024.

Previous wording

Selling, general and administrative expenses in the Consumer Products segment decreased $2.4 million to $14.6 million for the three months ended June 30, 2025 from $17.0 million during the three months ended June 30, 2024. The decrease was primarily due to decreases of $1.4 million in professional services, $0.8 million in employee compensation and benefit related expenses due to reduced headcount, and $0.2 million in other expenses due to efforts to reduce costs.

Current wording

Selling, general and administrative expenses in the Consumer Products segment decreased $2.4 million to $14.5 million for the three months ended September 30, 2025 from $16.9 million during the three months ended September 30, 2024. The decrease was primarily due to decreases of $1.6 million in professional services and $0.8 million in employee compensation and benefit related expenses due to reduced headcount.

Previous wording

Interest Expense - Securities Lending and Loan Participations Sold. Interest Expense - Securities Lending and Loan Participations Sold decreased $21.3 million to $2.0 million during the three months ended June 30, 2025 from

Current wording

Interest Expense - Securities Lending and Loan Participations Sold. Interest Expense - Securities Lending and Loan Participations Sold decreased $4.3 million to $2.1 million during the three months ended September 30, 2025 from $6.4 million for the three months ended September 30, 2024. The decrease was due to a reduced strategic focus and deployment of capital in securities lending, which led to lower securities lending balances.

Previous wording

Other Income (Expense). Other income included interest income of $0.5 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively. Dividend income was $0.1 million during the three months ended June 30, 2025 compared to $0.5 million during the three months ended June 30, 2024. Realized and unrealized (losses) gains on investments was a gain of $10.2 million during the three months ended June 30, 2025 compared to a loss of $155.2 million during the three months ended June 30, 2024, which is comprised of the following:

Current wording

Other Income (Expense). Other income included interest income of $1.5 million and $1.4 million during the three months ended September 30, 2025 and 2024, respectively. Dividend income was $0.6 million during the three months ended September 30, 2025 compared to $0.7 million during the three months ended September 30, 2024. Realized and unrealized (losses) gains on investments was a gain of $32.8 million during the three months ended September 30, 2025 compared to a loss of $22.2 million during the three months ended September 30, 2024, which is comprised of the following:

Previous wording

The favorable variance of $165.5 million was primarily due to unfavorable fair value adjustments recorded in the prior year quarter of $139.4 million for Freedom VCM, $15.9 million for BJES Holdings, LLC, and $9.8 million for Kanaci Technologies, LLC, partially offset by a favorable fair value adjustments recorded in the prior year quarter of $7.7 million for Double Down Interactive Co., Ltd..

Current wording

The favorable variance of $55.0 million was primarily due to unfavorable fair value adjustments recorded in the prior year quarter of $49.0 million for Freedom VCM and $35.9 million for BJES Holdings, LLC, and a $16.0 million increase in the fair value of our common stock investment in Babcock & Wilcox Enterprises, Inc, partially offset by favorable fair value adjustments recorded in the prior year quarter of $32.4 million for Kanaci Technologies, LLC and $13.1 million for Double Down Interactive Co., Ltd.

Previous wording

Other income (expense) also includes change in fair value of financial instruments and other was a gain of $11.9 million during the three months ended June 30, 2025. Gain on senior note exchange was $44.5 million during the three months ended June 30, 2025. Income from equity investments was $25.6 million during the three months ended June 30, 2025. Loss on extinguishment of debt during the three months ended June 30, 2025 was $10.3 million compared to a gain of $0.1 million during the three months ended June 30, 2024.

Current wording

Other income (expense) also includes change in fair value of financial instruments and other was a loss of $3.3 million during the three months ended September 30, 2025. Gain on senior note exchange was $12.2 million during the three months ended September 30, 2025. Income from equity investments was $9.2 million during the three months ended September 30, 2025. Loss on extinguishment of debt during the three months ended September 30, 2025 was $1.0 million compared to a loss of $5.9 million during the three months ended September 30, 2024.

Previous wording

Interest expense was $24.0 million during the three months ended June 30, 2025 compared to $33.5 million during the three months ended June 30, 2024. The decrease in interest expense was due to lower debt balances during the three months ended June 30, 2025. The decreases in interest expense primarily consisted of $6.2 million from the Nomura term loan as described in Note 11 to the accompanying unaudited condensed consolidated financial statements (“Nomura Term Loan”), $5.7 million from the issuance of New Notes, $1.4 million from the Lingo term loan as described in Note 11 to the accompanying unaudited condensed consolidated financial statements (“Lingo Term Loan”), $0.5 million from the Nomura revolving credit facility as described in Note 11 to the accompanying unaudited condensed consolidated financial statements (“Nomura Revolver”), $0.5 million and $0.1 million from the Targus term loan and revolver, respectively (each as described in Note 11 to the accompanying unaudited condensed consolidated financial statements, the “Targus Term Loan” and the “Targus Revolver”), $0.2 million from the Nogin secured convertible promissory note as described in Note 10 to the accompanying unaudited condensed consolidated financial statements (“Nogin Note”), and partially offset by increases in interest expense of $4.6 million from the Oaktree term loan as described in Note 11 to the accompanying unaudited condensed consolidated financial statements (“Oaktree Term Loan”), and $0.6 million from the BRPAC term loan as described in Note 11 to the accompanying unaudited condensed consolidated financial statements (“BRPAC Term Loan”).

Current wording

Interest expense was $18.8 million during the three months ended September 30, 2025 compared to $33.0 million during the three months ended September 30, 2024. The decrease in interest expense was due to lower debt balances during the three months ended September 30, 2025. The decreases in interest expense primarily consisted of $7.4 million from the issuance of senior notes, $5.9 million from the Nomura term loan, $1.4 million from the Lingo term loan, $0.4 million from the Nomura revolving credit facility, $0.4 million from the Targus term loan, $0.4 million from the Nogin secured convertible promissory note, and partially offset by increases in interest expense of $1.3 million from the Oaktree term loan, $0.6 million from the BRPAC term loan, and $0.1 million from the Targus FGI loan.

Previous wording

Provision for Income Taxes. Provision for income taxes was $3.1 million during the three months ended June 30, 2025 compared to $29.2 million during the three months ended June 30, 2024. The effective income tax rate was 4.1% for the three months ended June 30, 2025 as compared to 6.9% for the three months ended June 30, 2024.

Current wording

Provision for Income Taxes. Provision for income taxes was $1.2 million during the three months ended September 30, 2025 compared to $10.0 million during the three months ended September 30, 2024. The effective income tax rate was 1.2% for the three months ended September 30, 2025 as compared to 7.1% for the three months ended September 30, 2024.

Previous wording

(Loss) Income from Discontinued Operations, Net of Income Taxes. On October 25, 2024, we and our subsidiary bebe completed a transaction for our brand assets yielding approximately $236.0 million in cash proceeds. The results have been presented as discontinued operations for the three months ended June 30, 2024. Income from discontinued operations, net of tax, for Brands Transaction, as described in Note 4 to the accompanying unaudited condensed consolidated financial statements, was $15.5 million during the three months ended June 30, 2024.

Current wording

Loss From Discontinued Operations, Net Of Income Taxes. On October 25, 2024, we and our subsidiary bebe completed a transaction for our brand assets yielding approximately $236.0 million in cash proceeds. The results have been presented as discontinued operations for the three months ended September 30, 2024. Loss from discontinued operations, net of tax, for Brands Transaction, as described in Note 4 to the accompanying unaudited condensed consolidated financial statements, was $(141.3) million during the three months ended September 30, 2024.

Previous wording

On November 15, 2024, we completed the sale of our Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the “Great American Group”) and its results have been presented as discontinued operations for the three months ended June 30, 2024. Loss from discontinued operations, net of income taxes was $(6.2) million during the three months ended June 30, 2024.

Current wording

On November 15, 2024, we completed the sale of our Appraisal and Valuation Services, Real Estate, and Retail, Wholesale & Industrial Solutions businesses (collectively, the “Great American Group”), and its results have been presented as discontinued operations for the three months ended September 30, 2024. Loss from discontinued operations, net of income taxes was $(1.9) million during the three months ended September 30, 2024.

Previous wording

On June 27, 2025, we signed an equity purchase agreement to sell all of the membership interests of GlassRatner Advisory & Capital Group, LLC (“GlassRatner”) and B. Riley Farber Advisory Inc. (“Farber”) and their results have been presented as discontinued operations for the three months ended June 30, 2025 and 2024. Income from discontinued operations, net of tax for GlassRatner and Farber was $69.3 million for the three months ended June 30, 2025, compared to income from discontinued operations of $6.0 million during the three months ended June 30, 2024. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information.

Current wording

On June 27, 2025, we signed an equity purchase agreement to sell all of the membership interests of GlassRatner Advisory & Capital Group, LLC (“GlassRatner”) and B. Riley Farber Advisory Inc. (“Farber”), and their results have been presented as discontinued operations for the three months ended September 30, 2024. Loss from discontinued operations, net of tax for GlassRatner and Farber was $(1.9) million for the three months ended September 30, 2025, compared to income from discontinued operations of $6.2 million during the three months ended September 30, 2024. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information.

Previous wording

Preferred Stock Dividends. Preferred stock dividends include $2.0 million of unpaid dividends for the three months ended June 30, 2025 and in the comparable prior year period include paid dividends of $2.0 million. On January 21, 2025, the Company announced that we had temporarily suspended dividends on our Series A and B Preferred Stock. Unpaid dividends will accrue until paid in full.

Current wording

Preferred Stock Dividends. Preferred stock dividends were $2.0 million for the three months ended September 30, 2025 and 2024. Dividends on the Series A preferred paid during the three months ended September 30, 2024 were $0.4296875 per depository share. Dividends on the Series B preferred paid during the three months ended September 30, 2024 were $0.4609375 per depository share. On January 21, 2025, the Company announced that we had temporarily suspended dividends on our Series A and B Preferred Stock. Unpaid dividends will accrue until paid in full.

Previous wording

Total revenues increased $130.4 million to $225.3 million during the three months ended June 30, 2025 from $94.9 million during the three months ended June 30, 2024. The increase in revenues during the three months ended June 30, 2025 was primarily due to increases in fair value adjustments on loans of $176.4 million, and increases in fair value of the portfolio of securities and other investments owned of $59.0 million, partially offset by decreases in revenues from services and fees of $57.1 million, interest income from securities lending of $22.7 million, interest income from loans of $14.7 million, and sale of goods of $10.5 million. Of the $176.4 million increase in fair value adjustments related to loans, $150.3 million related to the loan to Vintage Capital Management, LLC (“VCM”), $12.0 million related to Freedom VCM Receivables, Inc. (“Freedom VCM”), $7.4 million related to W.S. Badcock Corporation (“Badcock”) and $7.2 million related to the loan to Conn’s Inc. (“Conn’s”). The decrease in revenue of $57.1 million from services and fees in the three months ended June 30, 2025 consisted of decreases in revenue of $17.0 million in the Communications segment, $16.2 million in the Wealth Management segment, $11.1 million in the Capital Markets segment, $10.1 million in All Other, and $2.7 million in the E-Commerce segment.

Current wording

Total revenues increased $121.4 million to $689.2 million during the nine months ended September 30, 2025 from $567.8 million during the nine months ended September 30, 2024. The increase in revenues during the nine months ended September 30, 2025 was primarily due to increases in revenue from fair value adjustments on loans of $253.3 million, and in the fair value of the portfolio of securities and other investments owned of $114.7 million, partially offset by decreases in revenues from services and fees of $116.3 million, interest income from securities lending of $64.1 million, interest income from loans of $42.8 million, and sale of goods of $23.5 million. Of the $253.3 million increase in fair value adjustments related to loans, $222.0 million related to VCM, $23.0 million related to the loan to Conn’s, $14.6 million related to the loan to Freedom VCM, and $6.2 million related to Badcock, partially offset by a decrease of $8.5 million related to Core Scientific, Inc. (“Core Scientific”). The decrease in revenue of $116.3 million from services and fees in the nine months ended September 30, 2025 consisted of decreases in revenue of $41.8 million in the Communications segment, $35.7 million in the Wealth Management segment, $22.9 million in All Other, $11.4 million in the Capital Markets segment, and $4.5 million in the E-Commerce segment.

Previous wording

Revenues from services and fees in the Capital Markets segment decreased $46.3 million to $64.3 million during the six months ended June 30, 2025 from $110.6 million during the six months ended June 30, 2024. The decrease in revenues was primarily due to decreases of $40.2 million of corporate finance, consulting, and investment banking fees, $5.4 million in commission fees, $2.6 million in interest income and $1.4 million in dividends, $0.8 million in other income, partially offset by an increase of $4.1 million in advisory fees related to the Innovation X and GACP II funds. The decrease in investment banking revenues is related to the episodic nature of this business and the decline in business due to the late SEC filings of the parent company. The decreases in investment banking revenues were $33.5 million in at the market fees, $20.6 million in mergers and acquisitions advisory fees, $12.7 million in investment banking underwriting fees, and $6.7 million in private placement fees.

Current wording

Revenues from services and fees in the Capital Markets segment decreased $11.4 million to $129.7 million during the nine months ended September 30, 2025 from $141.0 million during the nine months ended September 30, 2024. The decrease in revenues was primarily due to decreases of $7.6 million of corporate finance, consulting, and investment banking fees, $4.7 million in commission fees, $3.3 million in interest income and $1.1 million in dividends, $1.0 million in other income, partially offset by an increase of $4.1 million in advisory fees related to the Innovation X and GACP II funds and $1.6 million in asset management fees. The decrease in investment banking revenues is related to the episodic nature of this business and the decline in business due to the late SEC filings of the parent company, partially offset by an increase in the number of transactions when compared to the prior period driven in part by the public announcement of the BRSH carve out. The decreases in investment banking revenues were $13.5 million in at the market fees, $9.2 million in mergers and acquisitions advisory fees, partially offset by increases of $8.6 million in private placement fees, and $6.5 million in investment banking underwriting fees.

Previous wording

Revenues from brokerage and advisory decreased $23.7 million to $62.3 million during the six months ended June 30, 2025 from $86.1 million during the six months ended June 30, 2024. The decrease in revenues was primarily due to decreases in revenue of from wealth and asset management fees due to a reduction in AUM which was driven by a loss of headcount of wealth management advisors and the Stifel transaction in April 2025. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information. Total assets under management were approximately $13.7 billion and $25.6 billion at June 30, 2025 and June 30, 2024, respectively. Of these amounts, advisory assets under management totaled approximately $4.6 billion at June 30, 2025 and $8.0 billion at June 30, 2024. Advisory revenues were 0.26% and 0.25% of average advisory assets under management during the six months ended June 30, 2025 and 2024, respectively. The average revenues earned on advisory assets under management are not expected to fluctuate significantly from period to period as a percentage of advisory assets under management. Broker revenues are primarily comprised of commissions and fees earned from trading activities from brokerage client assets. Other revenues is primarily comprised of tax service fees and management fees earned from comprehensive client focused services performed.

Current wording

Revenues from brokerage and advisory decreased $37.4 million to $91.7 million during the nine months ended September 30, 2025 from $129.1 million during the nine months ended September 30, 2024. The decrease in revenues was primarily due to decreases in revenue from wealth and asset management fees due to a reduction in AUM which was driven by a loss of headcount of wealth management advisors and the Stifel transaction in April 2025. Refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for additional information. Total assets under management were approximately $13.3 billion and $25.7 billion at September 30, 2025 and September 30, 2024, respectively. Of these amounts, advisory assets under management totaled approximately $4.2 billion at September 30, 2025 and $8.1 billion at September 30, 2024. Advisory revenues were 0.26% and 0.25% of average advisory assets under management during the nine months ended September 30, 2025 and 2024, respectively. The average revenues earned on advisory assets under management are not expected to fluctuate significantly from period to period as a percentage of advisory assets under management. Brokerage revenues are primarily comprised of commissions and fees earned from trading activities from brokerage client assets. Other revenues is primarily comprised of tax service fees and management fees earned from comprehensive client focused services performed.

Previous wording

Revenues from services and fees in the Communications segment decreased $34.9 million to $123.9 million during the six months ended June 30, 2025 from $158.8 million during the six months ended June 30, 2024. The decrease in revenues was primarily due to decreases in subscription revenue of $34.3 million, $23.1 million of which related to divestiture of the Lingo wholesale carrier business in the third quarter of fiscal year 2024. Of the remaining $11.2 million decrease in subscription revenue, $6.3 million was from Lingo, $2.4 million was from Marconi Wireless, $1.9 million was from magicJack, and $0.6 million was from UOL. We expect Lingo, UOL, magicJack, and Marconi Wireless subscription revenue to continue to decline year-over-year as landline and VoIP technologies are older and cellular services are offered in a highly competitive marketplace.

Current wording

Revenues from services and fees in the Communications segment decreased $41.8 million to $183.3 million during the nine months ended September 30, 2025 from $225.1 million during the nine months ended September 30, 2024. The decrease in revenues was primarily due to decreases in subscription revenue of $41.1 million, $24.8 million of which related to divestiture of the Lingo wholesale carrier business in third quarter of fiscal year 2024. Of the remaining $16.3 million decrease in subscription revenue, $8.0 million was from Lingo, $4.3 million was from Marconi Wireless, $3.0 million was from magicJack, and $1.0 million was from UOL. We expect Lingo, UOL, magicJack, and Marconi Wireless subscription revenue to continue to decline year-over-year as landline and VoIP technologies are older and cellular services are offered in a highly competitive marketplace.

Previous wording

Revenues from services and fees in the E-Commerce segment were $3.5 million during the six months ended June 30, 2025. This segment consisted of Nogin which we deconsolidated in the first quarter of 2025. Refer to Note 3 to the accompanying unaudited condensed consolidated financial statements for additional information.

Current wording

Revenues from services and fees in the E-Commerce segment were $3.5 million during the nine months ended September 30, 2025. This segment consisted of Nogin which we deconsolidated in the first quarter of 2025. Refer to Note 3 to the accompanying unaudited condensed consolidated financial statements for additional information.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We continue to monitor our financial performance to ensure sufficient liquidity to fund operations and execute on our business plan.

Current report — wording carried from elsewhere

Company announced that it had temporarily suspended dividends on its Series B Preferred Stock. Unpaid dividends will accrue until paid in full.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Dividends on the Series A preferred paid during the three months ended June 30, 2024 were $0.4296875 per depository share. Dividends on the Series B preferred paid during the three months ended June 30, 2024 were $0.4609375 per depository share.

Previous report — wording carried elsewhere

Impairment of Goodwill and Tradenames. We recognized non-cash impairment charges of $1.5 million during the six months ended June 30, 2025 related to tradenames in the Consumer Products segment. We recognized non-cash impairment charges of $27.7 million during the six months ended June 30, 2024 consisting of $26.7 million of goodwill and $1.0 million of tradenames in the Consumer Products segment

Previous report — wording carried elsewhere

Dividends on the Series A preferred paid during the six months ended June 30, 2024 were $0.4296875 per depository share. Dividends on the Series B preferred paid during the six months ended June 30, 2024 were $0.4609375 per depository share.

Previous report — wording carried elsewhere

As discussed in more detail in Note 12 - Senior Notes Payable with respect to prior private exchange transactions and above in Recent Developments, on July 11, 2025, the Company completed private exchange transactions with institutional investors pursuant to which the Exchanged Notes owned by the investors were exchanged for approximately $24.6 million aggregate principal amount of the New Notes, whereupon the Exchanged Notes were cancelled.