BRC Group Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
RILY$3.66-4.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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 87.
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.
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.
(c) Exhibit Index
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 2.1§ | Equity Purchase Agreement, by and among B. Riley Advisory Holdings, LLC, B. Riley Advisory US, Inc., B. Riley Financial, Inc., Gallop U.S. Acquireco Inc., and 1001243443 Ontario Inc., dated as of June 27, 2025 | 8-K | 2.1 | 7/3/2025 |
| 2.2§ | Membership Interest Purchase Agreement by and among Atlantic Coast Recycling Holdings, Inc., Atlantic Coast Recycling, LLC, a Atlantic Coast Recycling of Ocean County, LLC, and ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, Mario Gigante, InfraNext Partners Holdings, LLC, Alan Milton, Bruce Papp, Provident Trust Group - Robert Deutschman Roth IRA, Robert Deutschman, Roger Shapiro and Christian Morgan dated as of March 1, 2025 | 8-K | 2.1 | 3/7/2025 |
| 2.3§ | 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 |
| 2.4 | 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 |
| 2.5§ | Equity Purchase Agreement, dated as of October 13, 2024, relating to Great American Holdings, LLC | 8-K | 2.1 | 11/21/2024 |
| 3.1 | Amended and Restated Certificate of Incorporation, as amended, dated as of August 17, 2015 | 10-Q | 3.1 | 8/3/2018 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 3.2 | Amended and Restated Certificate of Incorporation, as amended, dated as of January 1, 2026 | 8-K | 3.1 | 1/2/2026 |
| 3.3 | Amended and Restated Bylaws, dated as of November 6, 2014 | 10-Q | 3.6 | 11/6/2014 |
| 3.4 | Amendment to Amended and Restated Bylaws of Registrant, dated as of April 3, 2019 | 8-K | 3.1 | 4/9/2019 |
| 3.5 | Amendment to Amended and Restated Bylaws, dated as of January 1, 2026 | 8-K | 3.2 | 1/2/2026 |
| 3.6 | Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of Registrant | 8-K | 3.1 | 10/7/2019 |
| 3.7 | Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of Registrant | 8-K | 3.1 | 9/4/2020 |
| 3.8 | State of Delaware, Registrant, Series A Certificate of Correction to Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock | 10-Q | 3.1 | 2/21/2025 |
| 3.9 | State of Delaware, Registrant, Series B Certificate of Correction to Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock | 10-Q | 3.2 | 2/21/2025 |
| 4.0 | Description of Registered Securities | 10-K | 4.29 | 5/16/2023 |
| 4.1 | Form of common stock certificate | 10-K | 4.1 | 3/30/2015 |
| 4.2 | 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 |
| 4.3 | Second Supplemental Indenture, dated as of September 23, 2019, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (NASDAQ: RILYN) | 8-K | 4.3 | 9/23/2019 |
| 4.4 | Form of 6.50% Senior Note due 2026 (NASDAQ: RILYN) (included in Exhibit 4.3) | 8-K | 4.3 | 9/23/2019 |
| 4.5 | Fourth Supplemental Indenture, dated as of January 25, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYT) | 8-K | 4.5 | 1/25/2021 |
| 4.6 | Form of 6.00% Senior Note due 2028 (NASDAQ: RILYT) (included in Exhibit 4.5) | 8-K | 4.5 | 1/25/2021 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 4.7 | Fifth Supplemental Indenture, dated as of March 29, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYK) | 8-K | 4.6 | 3/29/2021 |
| 4.8 | Form of 5.50% Senior Note due 2026 (NASDAQ: RILYK) (included in Exhibit 4.6) | 8-K | 4.6 | 3/29/2021 |
| 4.9 | Sixth Supplemental Indenture, dated as of August 6, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYZ) | 8-K | 4.7 | 8/6/2021 |
| 4.10 | Form of 5.25% Senior Note due 2028 (NASDAQ: RILYZ) (included in Exhibit 4.7) | 8-K | 4.7 | 8/6/2021 |
| 4.11 | Seventh Supplemental Indenture, dated as of December 3, 2021, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee (NASDAQ: RILYG) | 8-K | 4.8 | 12/3/2021 |
| 4.12 | Form of 5.00% Senior Note due 2026 (NASDAQ: RILYG) (included in Exhibit 4.8) | 8-K | 4.8 | 12/3/2021 |
| 4.13 | Eighth Supplemental Indenture, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of January 1, 2026 | 8-K | 3.3 | 1/2/2026 |
| 4.14§ | Indenture, by and among Registrant and GLAS Trust Company LLC, as trustee and collateral agent, governing the issuance by Registrant. of 8.00% Senior Secured Second Lien Notes due January 2028, dated as of March 26, 2025 | 8-K | 10.1 | 4/1/2025 |
| 4.15§ | Form of 8.00% Senior Secured Second Lien Note due 2028 | 8-K | 10.2 | 4/1/2025 |
| 4.16 | Supplemental Indenture No. 2 by and among the Registrant and GLAS Trust Company LLC, dated as of August 4, 2025 | 10-Q | 10.7 | 1/14/2026 |
| 4.17 | Deposit Agreement, dated October 7, 2019, among the Registrant, Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to Registrant’s 6.875% Series A Cumulative Perpetual Preferred Stock (NASDAQ: RILYP) | 8-K | 4.1 | 10/7/2019 |
| 4.18 | Form of Specimen Certificate representing the 6.875% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (NASDAQ: RILYP) | 8-K | 4.2 | 10/7/2019 |
| 4.19 | Deposit Agreement, dated September 4, 2020, among the Registrant, Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to Registrant’s 7.375% Series B Cumulative Perpetual Preferred Stock (NASDAQ: RILYL) | 8-K | 4.1 | 9/4/2020 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 4.20 | Form of Depositary Receipt (NASDAQ: RILYP) (included as Exhibit A to Exhibit 4.1) | 8-K | 4.1 | 10/7/2019 |
| 4.21 | 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 |
| 4.22 | Form of Depositary Receipt (NASDAQ: RILYL) (included as Exhibit A to Exhibit 4.1) | 8-K | 4.1 | 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# | 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# | 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 |
| 10.8# | Form of Restricted Stock Unit Award Agreement (Time-Vesting) under the 2021 Stock Incentive Plan | 10-K | 10.34 | 4/24/2024 |
| 10.9# | PRSU Grant Agreement | 10-K | 10.46 | 2/28/2022 |
| 10.10# | B. Riley Securities Holdings, Inc. Stock Incentive Plan | S-1 | 10.10 | 2/10/2026 |
| 10.11# | B. Riley Securities Holdings, Inc. Stock Incentive Plan Form for Restricted Stock Award Agreement for Senior Executives | S-1 | 10.11 | 2/10/2026 |
| 10.12 | BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 19, 2018 | 8-K | 10.1 | 12/27/2018 |
| 10.13 | 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 |
| 10.14 | Second Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated December 31, 2020 | 8-K | 10.1 | 1/6/2021 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17 | 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 |
| 10.18 | 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 |
| 10.19 | Seventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of August 22, 2024 | 10-Q | 10.11 | 2/21/2025 |
| 10.20 | Eighth Amendment to BRPI Acquisition Co LLC. and Banc of California Credit Agreement, dated as of September 6, 2024 | 10-Q | 10.12 | 2/21/2025 |
| 10.21 | Ninth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 13, 2024 | 10-Q | 10.13 | 2/21/2025 |
| 10.22 | Tenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 20, 2024 | 10-Q | 10.14 | 2/21/2025 |
| 10.23 | Eleventh Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of September 30, 2024 | 10-Q | 10.15 | 2/21/2025 |
| 10.24 | Twelfth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of November 18, 2024 | 10-K | 10.19 | 9/19/2025 |
| 10.25 | Thirteenth Amendment to BRPI Acquisition Co LLC and Banc of California Credit Agreement, dated as of December 18, 2024 | 10-K | 10.20 | 9/19/2025 |
| 10.26 | Security and Pledge Agreement, dated as of December 19, 2018 | 8-K | 10.2 | 12/27/2018 |
| 10.27 | Unconditional Guaranty and Pledge Agreement by B. Riley Principal Investments, LLC, dated as of December 19, 2018 | 8-K | 10.3 | 12/27/2018 |
| 10.28 | Form of Director and Officer Indemnification Agreement | 8-K | 10.3 | 12/22/2021 |
| 10.29# | Amended and Restated Employment Agreement, by and among the Registrant, solely for the purposes of Section 3.2 B. Riley Securities, and Bryant R. Riley dated as of November 8, 2025 | 8-K | 10.1 | 11/14/2025 |
| 10.30# | 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 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.31# | 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 |
| 10.32# | 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 |
| 10.33# | Amendment No. 1, dated as of January 15, 2026, to Amended and Restated Employment Agreement, by and between the Registrant and Alan N. Forman | 8-K | 10.2 | 1/20/2026 |
| 10.34# | 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 |
| 10.35 | Kenny Young Consulting Services Agreement, dated as of September 20, 2024 | 10-Q | 10.20 | 2/21/2025 |
| 10.36# | Employment Agreement between the Registrant and Scott Yessner, dated as of May 19, 2025 | 8-K | 10.1 | 5/22/2025 |
| 10.37# | Nonstatutory Stock Option Agreement between the Registrant and Scott Yessner, dated as of May 19, 2025 | 8-K | 10.2 | 5/22/2025 |
| 10.38 | 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 |
| 10.39 | Amendment to Credit Agreement by and among Babcock & Wilcox Enterprises, Inc., the other entities listed in Schedule I thereto, B. Riley Financial, Inc., the Lenders party thereto, and Axos Bank, dated as of June 18, 2025 | 10-Q | 10.8 | 12/15/2025 |
| 10.40§ | Tenth Amendment to Credit Agreement and Amendment to Security Agreement by and among Babcock & Wilcox Enterprises, Inc., the other entities listed in Schedule I thereto, the Registrant, the Lenders party thereto, and Axos Bank, dated as of February 25, 2026 | 8-K | 10.1 | 3/3/2026 |
| 10.41§ | Great American Holdings LLC Second Amended and Restated Agreement, dated as of November 15, 2024 | 10-K | 10.39 | 9/19/2025 |
| 10.42§ | Credit Agreement among Lingo Management, LLC and Banc of California Credit Agreement, dated as of August 16, 2022 | 10-K | 10.40 | 9/19/2025 |
| 10.43§ | First Amendment to Lingo Management, LLC and Banc of California Credit Agreement and Joinder, dated as of September 9, 2022 | 10-K | 10.41 | 9/19/2025 |
| 10.44§ | Second Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 10, 2022 | 10-K | 10.42 | 9/19/2025 |
| 10.45 | Third Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 2, 2023 | 10-K | 10.43 | 9/19/2025 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.46 | Fourth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 6, 2023 | 10-K | 10.44 | 9/19/2025 |
| 10.47 | Fifth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of February 14, 2024 | 10-K | 10.45 | 9/19/2025 |
| 10.48 | Sixth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of March 15, 2024 | 10-K | 10.46 | 9/19/2025 |
| 10.49 | 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 |
| 10.50 | 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 |
| 10.51 | 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 |
| 10.52 | 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 |
| 10.53 | 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 |
| 10.54 | Twelfth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of November 18, 2024 | 10-K | 10.52 | 9/19/2025 |
| 10.55 | Thirteenth Amendment to Lingo Management, LLC and Banc of California Credit Agreement, dated as of December 18, 2024 | 10-K | 10.53 | 9/19/2025 |
| 10.56§ | Credit Agreement, among B. Riley Financial, Inc., BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of February 26, 2025 | 8-K | 10.1 | 3/4/2025 |
| 10.57§ | Amendment No. 1 to Credit Agreement, among B. Riley Financial, Inc., BR Financial Holdings, LLC, and Oaktree Fund Administration, LLC, dated as of March 24, 2025 | 10-Q | 10.3 | 11/18/2025 |
| 10.58§ | Amendment No. 2 to Credit Agreement among B. Riley Financial, Inc., BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of July 8, 2025 | 10-Q | 10.1 | 1/14/2026 |
| 10.59 | Amendment No. 3 to Credit Agreement among B. Riley Financial, Inc., BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of October 8, 2025 | 8-K | 10.1 | 10/14/2025 |
| 10.60 | Amendment No. 4 to Credit Agreement among Registrant, BR Financial Holdings, LLC and Oaktree Fund Administration, LLC, dated as of January 14, 2026 | 8-K | 10.1 | 1/20/2026 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.61 | Form of Warrant, for warrants issued to RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree Copley Investments, LLC, OPPS XII Broker E Holdings, L.P. and OCM SSF III Broker Debt Holdings, L.P in connection with the Credit Agreement, dated February 26, 2025 | 8-K | 10.2 | 3/4/2025 |
| 10.62§ | Registration Rights Agreement among B. Riley Financial, Inc., and RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, OPPS XII Broker E Holdings, L.P., and OCM SSF III Broker Debt Holdings, L.P, dated as of February 26, 2025 | 8-K | 10.3 | 3/4/2025 |
| 10.63* | Amendment No. 1 to Registration Rights Agreement among B. Riley Financial, Inc., and RPVOF Broker CTB, LLC, OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, OPPS XII Broker E Holdings, L.P., and OCM SSF II | |||
| 10.64§ | Form of Warrant, for warrants issued to Holbrook Income Fund, dated March 26, 2025 | 8-K | 10.3 | 4/1/2025 |
| 10.65§ | Registration Rights Agreement, by and between B. Riley Financial, Inc. and Holbrook Income Fund, dated as of March 26, 2025 | 8-K | 10.4 | 4/1/2025 |
| 10.66* | Amendment No. 1 to Registration Rights Agreement, by and between B. Riley Financial, Inc. and Holbrook Income Fund, dated as of August 25, 2025 | |||
| 10.67§† | Form of Warrant, for warrants issued to Annuity Investors Life Insurance Company, C.M. Life Insurance Company, Massachusetts Mutual Life Insurance Company, and MassMutual Ascend Life Insurance Company, dated May 21, 2025 | 8-K | 10.1 | 5/28/2025 |
| 10.68§ | Registration Rights Agreement by and between B. Riley Financial, Inc., and Annuity Investors Life Insurance Company, C.M. Life Insurance Company, Massachusetts Mutual Life Insurance Company, and MassMutual Ascend Life Insurance Company, dated as of May 21, 2025 | 8-K | 10.2 | 5/28/2025 |
| 10.69§ | Form of Warrant, for warrants issued to VR Global Partners, L.P., dated as of June 30, 2025 | 10-Q | 10.18 | 12/15/2025 |
| 10.70§ | Registration Rights Agreement by and between B. Riley Financial, Inc., and VR Global Partners, L.P. dated as of June 30, 2025 | 10-Q | 10.19 | 12/15/2025 |
| 10.71* | Amendment No. 1 to Registration Rights Agreement by and between B. Riley Financial, Inc., and VR Global Partners, L.P. dated as of September 9, 2025 | |||
| 10.72§‡ | Form of Warrant, for warrants issued to Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company (collectively “AFG”), dated as of April 7, 2025 | 10-Q | 10.20 | 12/15/2025 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.73§ | Registration Rights Agreement by and between B. Riley Financial, Inc., and Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company (collectively “AFG”), dated as of April 7, 2025 | 10-Q | 10.21 | 12/15/2025 |
| 10.74§† | Form of Warrant, for warrants issued to Whitebox Multi-Strategy Partners, LP and Whitebox GT Fund, LP, dated as of July 11, 2025 | 10-Q | 10.2 | 1/14/2026 |
| 10.75§ | Registration Rights Agreement by and between B. Riley Financial, Inc. , Whitebox Multi-Strategy Partners, LP and Whitebox GT Fund, LP, dated as of July 11, 2025 | 10-Q | 10.3 | 1/14/2026 |
| 10.76§ | Amended and Restated Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California dated as of January 6, 2025 | 10-Q | 10.1 | 11/18/2025 |
| 10.77 | First Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of May 12, 2025 | 10-Q | 10.6 | 12/15/2025 |
| 10.78§ | Second Amendment to Credit Agreement among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., YMAX Corporation and Banc of California, dated as of June 10, 2025 | 10-Q | 10.7 | 12/15/2025 |
| 10.79§ | Revolving Credit, Term Loan and Security Agreement among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of October 18, 2022 | 10-Q | 10.9 | 12/15/2025 |
| 10.80§ | Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of October 31, 2023 | 10-Q | 10.10 | 12/15/2025 |
| 10.81§ | Amendment No. 2 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of February 20, 2024 | 10-Q | 10.11 | 12/15/2025 |
| 10.82§ | Amendment No. 3 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of June 27, 2024 | 10-Q | 10.12 | 12/15/2025 |
| 10.83§ | Amendment No. 4 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of November 7, 2024 | 10-Q | 10.13 | 12/15/2025 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 10.84§ | Amendment No. 5 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of May 9, 2025 | 10-Q | 10.14 | 12/15/2025 |
| 10.85§ | Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of July 25, 2025 | 10-Q | 10.4 | 1/14/2026 |
| 10.86§ | Amendment No. 7 to Revolving Credit, Term Loan and Security Agreement by and among Tiger US Holdings Inc., as the Initial Borrower; the other Borrowers that are party thereto; other loan parties that are party thereto; and PNC Bank, National Association, as Lender and Agent, dated as of August 15, 2025 | 10-Q | 10.5 | 1/14/2026 |
| 10.87 | Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated February 20, 2024 | 10-Q | 10.15 | 12/15/2025 |
| 10.88 | Amendment No. 1 to Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated November 7, 2024 | 10-Q | 10.16 | 12/15/2025 |
| 10.89 | Amendment No. 2 to Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated May 9, 2025 | 10-Q | 10.17 | 12/15/2025 |
| 10.90 | Amendment No. 3 to Keepwell Agreement by and among B. Riley Financial, Inc., B. Riley Principal Investments, LLC, Tiger US Holdings Inc., and PNC Bank, National Association, as Agent, dated July 25, 2025 | 10-Q | 10.6 | 1/14/2026 |
| 10.91§ | Revolving Credit, Receivables Purchase, Security and Guaranty Agreement by and among Targus International LLC, Targus US LLC, Hyper Products Inc., Targus (Canada) Ltd., Tiger US Holdings Inc., Targus US Newco Inc., Targus International Holdco (UK) Limited, Targus Group (UK) Limited, Targus Europe Limited, Targus Asia Pacific Limited, and FGI Worldwide LLC as lender and agent, dated as of August 20, 2025 | 8-K | 10.1 | 8/26/2025 |
| 14.1 | Code of Business Conduct and Ethics | 8-K | 14.1 | 5/30/2023 |
| 19.1* | Insider Trading Policy | |||
| 21.1* | Subsidiary List | |||
| 23.1* | Consent of BDO USA, P.C. | |||
| 23.2* | Consent of Marcum LLP | |||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Form | Exhibit | Filing Date |
| 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# | Clawback Policy | 10-K | 97.1 | 4/24/2024 |
| 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. |
| # | Management contract or compensatory plan or arrangement. |
| § | In accordance with Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have not been filed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| † | The Warrant Agreements between the Company and each of Annuity Investors Life Insurance Company, C.M. Life Insurance Company, Massachusetts Mutual Life Insurance Company and MassMutual Ascend Life Insurance Company are substantially identical in all material respects to the Form of Warrant incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K, filed on May 28, 2025, except that the “Issuance Amounts” in such holders’ agreements are 2,636, 13,384, 278,788 and 77,460, respectively. |
|---|---|
| ‡ | The Warrant Agreements between the Company and each of Great American Insurance Company, Great American Contemporary Insurance Company, and National Interstate Insurance Company are substantially identical in all material respects to the Form of Warrant incorporated herein, except that the “Issuance Amounts” in such holders’ agreements are 36,496, 1,736, and 1,736, respectively. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.