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BRC Group Holdings, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 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, 2026 · Filed Nov 5, 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

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001464790-26-000046

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001464790-26-000059

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 283 previous paragraphs and 261 current paragraphs.

101 unchanged; 99 reworded; 54 added; 67 removed; 16 previous and 7 current paragraphs rearranged.

Tables are not compared: 13 previous and 15 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 (54)

Current report

In connection with the sale of our interest in Great American Holdings, LLC (“GA Holdings”), we recorded a non-cash impairment charge of $14.6 million on our equity method investment at September 30, 2026, which reduced the carrying value from $76.8 million to its estimated fair value of $62.3 million (the negotiated price in the sale agreement entered into on November 3, 2026). See Note 2(k) - Equity Method Investments and Note 11 - Equity Method Investments to the accompanying unaudited condensed consolidated financial statements.

Current report

•$28.9 million decrease in the Capital Markets segment, driven by lower at-the-market (“ATM”) revenues of $15.9 million as a result of lower transaction volume due to market conditions, and lower private placement and underwriting revenues of $10.8 million and $10.2 million, respectively, due to fewer completed banking transactions, partially offset by higher M&A and advisory revenues of $6.3 million, higher intersegment revenues of $1.5 million, and other items;

Current report

•$12.3 million decrease in the Wealth Management segment primarily driven by an $8.0 million decrease in management fees from carried interest primarily related to investment funds holding positions in SpaceX, and a $5.9 million decrease in commission and fees revenue driven by lower commissions from corporate bonds, over-the-counter equity, and options, partially offset by a net increase of $1.2 million in investment advisory fees;

Current report

•$11.5 million decrease in the Corporate and All Other category driven by a decrease in carried interest primarily related to investment funds holding positions in SpaceX of $6.4 million, a decrease in upfront fees from Exela Technologies, Inc. (“Exela”) loans of $1.8 million, and a decrease driven by an increase in the elimination of intersegment revenues of $1.5 million;

Current report

Total decrease in net trading (losses) gains during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current report

•$5.8 million decrease in the Wealth Management segment, driven by a $7.3 million decrease in realized and unrealized gains from the Variable Rate Transactions (“VRT”), partially offset by $0.9 million in realized and unrealized gains related to VRT transaction activities in the current year period and none in the prior year period; and

Current report

•$0.8 million decrease in the Corporate and All Other category primarily driven by higher unrealized losses on securities owned in the current year period.

Current report

•$0.4 million decrease from the UOL segment driven by declining internet access subscribers and the discontinuation of resale services in the prior year period.

Current report

•$19.1 million decrease in employee compensation and benefits, including share-based payments, primarily driven by lower investment banking compensation due to lower investment banking revenues; and

Current report

•$4.0 million decrease in other selling, general and administrative expenses, driven by lower investment banking deal expenses, bad debt expense, and business license tax expense.

Current report

•$9.7 million decrease in employee compensation and benefits driven by lower revenues from brokerage, carried interest and other commissions of $12.3 million, partially offset by an increase in advisory fees of $1.8 million and higher bonuses of $0.8 million; and

Current report

•$4.3 million increase in other selling, general and administrative expenses, primarily driven by the reversal of $3.7 million of contingent consideration payable recorded in the prior year period.

Current report

•$0.6 million increase in occupancy-related costs primarily due to temporary overlapping leases and relocation costs associated with a move to a new corporate site in the current year period; mostly offset by:

Current report

•$0.4 million decrease in employee compensation and benefits driven by lower headcount.

Current report

•$1.6 million increase in employee compensation and benefits primarily due to a $2.9 million increase in VRT commissions in the current year period, partially offset by a $1.3 million decrease driven by a reduction in headcount and higher allocation of costs to affiliates; and

Current report

•$1.5 million increase in professional services primarily driven by higher legal fees partially offset by lower accounting and assurance fees.

Current report

Non-cash impairment charges of $1.2 million were recorded during the three months ended September 30, 2026 related to the Targus tradename in the Consumer Products segment, with no comparable charges in the prior year period. Refer to Note 13 - Goodwill and Other Intangible Assets to the accompanying unaudited condensed consolidated financial statements for additional information.

Current report

The $130.2 million decrease in realized and unrealized gains (losses), primarily driven by a $121.1 million decrease on B&W common stock, from a $23.0 million gain in the prior year period to a $98.1 million loss in the current year period, and an $8.7 million decrease in gains on APLD common stock, partially offset by a $2.8 million increase on Double Down Interactive Co., Ltd. common stock.

Current report

Change in fair value of financial instruments and other was a loss of $0.2 million during the three months ended September 30, 2026, compared to a loss of $3.3 million during the three months ended September 30, 2025. The favorable variance was primarily due to unfavorable valuation adjustments on the warrant and derivative related to the Oaktree Capital Management L.P. (“Oaktree”) Credit Agreement in the prior year period.

Current report

Net loss attributable to noncontrolling interests was $6.7 million during the three months ended September 30, 2026, compared to net income of $4.5 million during the three months ended September 30, 2025. The change was primarily due to a net loss attributable to the noncontrolling interest in B. Riley Securities Holdings, Inc. (“BRSH”) during the current year period.

Current report

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Current report

•$35.1 million decrease in the Capital Markets segment driven by net trading losses that included unrealized losses of $7.8 million on B&W in the current year period, compared to net trading gains that included unrealized gains of $19.6 million with B&W in the prior year period, and lower gains on APLD and U.S. Treasuries, which were $12.7 million and $6.6 million, respectively, during the current year period compared to $13.3 million and $7.6 million in the prior year period;

Current report

•$7.7 million increase in the Wealth Management segment primarily driven by higher revenue from VRT of $6.3 million.

Current report

The $3.7 million decrease in interest income related to loans receivable for the nine months ended September 30, 2026, compared to the same period in the prior year, was primarily driven by paydowns on the Exela, GA Group, and other loans.

Current report

•$5.4 million decrease in the Consumer Products segment, driven by weaker consumer demand, partially offset by lower sales allowances and customer programs;

Current report

•$1.4 million decrease in the Marconi Wireless segment, driven by fewer phones sold in the current year period compared to the prior year period.

Current report

•$9.0 million decrease from the Consumer Products segment primarily due to decreased sales driven by factors noted above, and tariff refunds in the current year with no comparable refunds in the prior year;

Current report

The decrease in selling, general and administrative expenses in the Capital Markets segment during the nine months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current report

•$15.7 million decrease in employee compensation and benefits, including share-based payments, driven by lower investment banking and ATM compensation due to lower revenues, lower share-based payments expense, and commission compensation accrued in the prior year period;

Current report

The decrease in selling, general and administrative expenses in the Wealth Management segment during the nine months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current report

•$8.5 million decrease in employee compensation and benefits driven by the sale of a portion of the Company’s wealth management business to Stifel in April 2025, partially offset by higher VRT commissions of $5.4 million and higher carried interest related compensation of $1.7 million;

Current report

•$5.2 million decrease in occupancy-related costs due to the asset sale to Stifel and related branch office closures in the prior year period;

Current report

•$0.9 million decrease in professional services primarily due to lower legal fees and other consulting costs driven by fewer new and settled cases; and

Current report

•$0.7 million decrease in depreciation and amortization due to the asset sale to Stifel and related branch office closures in the prior year period.

Showing the first 40 of 54 passages. Open the source sections for the rest.

Removed paragraphs (67)

Previous report

•$15.3 million increase in Wealth Management segment primarily driven by $16.3 million in income from carried interest primarily related to investment funds holding positions in SpaceX, partially offset by a $1.3 million decrease in advisory fees and a $0.4 million decrease in other income;

Previous report

•$8.4 million increase in Corporate and All Other non-reportable operating segments driven by income of $12.9 million from carried interest primarily related to investment funds holding positions in SpaceX, partially offset by a reduction in commissions related to APLD finder fees of $2.4 million and a decline at bebe of $1.0 million;

Previous report

•$8.0 million increase in Capital Markets segment, driven by higher underwriting revenues of $4.4 million, increased finder fees of $2.4 million, higher securities lending locate fees of $1.8 million, higher secondary commissions of $1.7 million, and higher ATM and private placement revenues, net of a $3.2 million decrease in M&A and advisory fees; partially offset by:

Previous report

•$1.2 million decrease in magicJack segment, driven by fewer active customers resulting in lower renewal revenues and lower device service revenues;

Previous report

•$4.1 million increase in Wealth Management segment, driven by revenue from the Variable Rate Transactions (“VRT”) of $2.7 million, net gains on certain equity securities of $0.6 million, and net gains from bond and structured trading activity.

Previous report

The $3.4 million favorable variance in fair value adjustments related to our loans receivable during the three months ended June 30, 2026, when compared to the same period in the prior year, was primarily driven by $1.9 million in proceeds recovered from the Conn's, Inc. bankruptcy estate and a $1.2 million fair value increase on the Norlin EV Limited loan, partially offset by a $(1.8) million decrease in fair value adjustments on the XBP Americas, LLC loan compared to the prior year period.

Previous report

•$0.4 million decrease from the Corporate and All Other category was due to a decline at bebe driven by a reduction in store count and lower inventory levels in the current period, and

Previous report

•$0.2 million decrease from the magicJack segment due to lower network costs from fewer active customers and lower personnel-related costs from reduced headcount.

Previous report

•$2.3 million decrease in other selling, general and administrative expenses driven by a $1.1 million decrease in business license tax accrual recorded in the prior year period, lower investment banking deal expenses of $0.7 million, and lower corporate allocations of $0.6 million;

Previous report

•$1.1 million decrease in employee compensation and benefits primarily due to a $1.5 million decrease in share-based compensation expense resulting from the vesting of prior year grants, and lower fixed compensation from reduced headcount, partially offset by a $0.9 million increase in commissions driven by higher investment banking activity;

Previous report

•$0.6 million decrease in professional services primarily due to lower legal costs; and

Previous report

•$0.5 million decrease in depreciation and amortization attributable to certain leasehold improvements and intangible assets being fully depreciated.

Previous report

•$3.8 million increase in employee compensation and benefits driven by VRT bonuses, commissions due to the income from carried interest primarily related to investment funds holding positions in SpaceX, and higher allocated costs from affiliates; partially offset by:

Previous report

•$0.3 million decrease in professional services driven by lower legal and other consulting fees.

Previous report

•$0.5 million decrease in other selling, general and administrative expenses primarily due to lower bad debt expense, lower filing and regulatory fees driven by lower sales, and lower business development expenses; and

Previous report

•$0.4 million increase in employee compensation and benefits due to planned management bonus accruals in the current period and the absence of a severance accrual reversal recorded in the prior year period;

Previous report

•$0.4 million increase in professional services primarily due to the reversal of a legal accrual recorded in the prior year period; partially offset by:

Previous report

•$0.3 million decrease in occupancy-related costs due to a decrease in accrued costs associated with office space in the current period;

Previous report

•$0.2 million decrease in other selling, general and administrative expenses due to lower marketing and insurance expenses, partially offset by higher bank charges.

Previous report

•$1.7 million decrease in occupancy-related costs primarily due to a decline at bebe resulting from a reduction in store count; partially offset by:

Previous report

•$0.9 million increase in professional services primarily due to share-based compensation issued to the board of directors in the current period, partially offset by lower legal and other consulting fees; and

Previous report

•$0.6 million increase in other selling, general and administrative expenses primarily due to a decrease in intersegment related expenses that eliminate upon consolidation, partially offset by lower transaction costs in the current period.

Previous report

Change in fair value of financial instruments and other was a gain of $1.5 million during the three months ended June 30, 2026, compared to a gain of $11.9 million during the three months ended June 30, 2025. The decrease was primarily due to realized and unrealized losses recognized in the current period compared to unrealized gains recognized in the prior year period on embedded derivatives and liability-classified warrants, partially offset by a gain recognized upon the cashless exercise of the Oaktree Warrants during the three months ended June 30, 2026.

Previous report

There was no gain on sale and deconsolidation of business during the three months ended June 30, 2026, compared to a gain of $5.4 million during the three months ended June 30, 2025 due to the sale of a portion of the Company’s wealth management business to Stifel.

Previous report

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Previous report

•$10.7 million increase in Wealth Management segment driven by $21.2 million in income from carried interest primarily related to investment funds holding positions in SpaceX and other funds carried interest revenue, net of a $6.8 million decrease in advisory fees primarily attributable to the sale of a portion of the Company's wealth management business to Stifel Financial Corp. in April 2025, a $2.0 million decrease in commissions and fees, and a $1.7 million decrease in tax service fees and other income; partially offset by:

Previous report

•$1.2 million decrease in UOL segment, driven by declines in internet access subscribers in addition to discontinuing telecom resale services.

Previous report

•$135.7 million increase in Capital Markets segment, driven by gains of $120.8 million with B&W, $11.9 million with APLD, $4.9 million with U.S. Treasuries, and $1.3 million with certain equity securities in the current year period, compared to $4.0 million in net gains in the prior year period;

Previous report

•$13.5 million increase in Wealth Management segment, driven primarily by revenue from VRT of $12.5 million and net gains from certain equity securities and bond and structured trading activity, partially offset by decreases in other equity securities and warrant valuations; partially offset by:

Previous report

The $3.2 million decrease in interest income related to loans receivable for the six months ended June 30, 2026, compared to the same period in the prior year, was primarily driven by declines across the Exela portfolios of $2.9 million, GA Group portfolios of $0.9 million, and Norlin EV Limited of $0.4 million, partially offset by an increase of $1.0 million due to a loan entered with Enovum NC-1 Venture, LLC during the current year period.

Previous report

•$1.1 million decrease in the Marconi Wireless segment, driven by lower product sales attributable to an ongoing decline in active customers; partially offset by:

Previous report

•$2.3 million increase in the Consumer Products segment, driven by stronger distributor demand ahead of anticipated price increases from rising transportation costs, compared to an unusually weak prior period impacted by tariff uncertainty.

Previous report

•$3.2 million decrease from the Consumer Products segment due to higher inventory reserve charges recorded in the prior year period; and

Previous report

The decrease in selling, general and administrative expenses in the Capital Markets segment during the six months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous report

•$0.6 million decrease in professional services primarily due to lower litigation-related expenses;

Previous report

•$0.4 million decrease in occupancy-related costs primarily due to lower rent expense resulting from an office relocation during the current period; partially offset by:

Previous report

•$3.4 million increase in employee compensation and benefits due to higher primary commissions resulting from increased investment banking and VRT trading revenues during the period, partially offset by a decrease in other bonuses driven by additional nonrecurring profit sharing recorded in the prior year period.

Previous report

The decrease in selling, general and administrative expenses in the Wealth Management segment during the six months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Showing the first 40 of 67 passages. Open the source sections for the rest.

Reworded paragraphs (99)

Previous wording

BRC Group Holdings, Inc. (Nasdaq: RILY) (the “Company” or “BRCGH”), which changed its name from B. Riley Financial, Inc. effective January 1, 2026, is a diversified holding company offering a platform of businesses, including financial services (with complementary banking and wealth management businesses), telecom, retail, and investments in equity, debt and venture capital. We refer to BRCGH as having a “platform” because of the unique composition of our financial services businesses and diversification of its operations. 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 complementary banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our complementary 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 consumer products and retail companies provide mobile computing accessories and home furnishings. BRCGH, through its investment business, deploys its capital inside and outside its core financial services business to generate shareholder value through opportunistic investments.

Current wording

BRC Group Holdings, Inc. (Nasdaq: RILY) (the “Company” or “BRCGH”), which changed its name from B. Riley Financial, Inc. effective January 1, 2026, is a diversified holding company offering a platform of businesses, including financial services (with complementary banking and wealth management businesses), telecom, consumer products, retail, and investments in equity, debt and venture capital. We refer to BRCGH as having a “platform” because of the unique composition of our financial services businesses and diversification of its operations. 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 complementary banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our complementary 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 consumer products and retail companies provide mobile computing accessories and home furnishings. BRCGH, through its investment business, deploys its capital inside and outside its core financial services business to generate shareholder value through opportunistic investments.

Previous wording

Management evaluates many different financial and non-financial metrics to assess the individual performance of each of these various businesses. However, across most businesses, management primarily assesses each business’s financial performance based upon each business’s revenues and operating profits generated excluding non-cash charges and the impact of gains and losses related to securities and other investments held. Management believes that gains and losses on individual investments are generally impacted by individual characteristics specific to each investment and although this has an impact on our overall financial performance, the impact of these gains and losses may not be indicative of the overall strength or weakness in each of our business operations. Additionally, in evaluating the financial performance of each of our businesses, management monitors the increase or decrease in operating results from period to period while factoring in the relative volatility inherent in each industry in which these businesses operate. Management recognizes that some of the Company’s businesses exhibit more volatile results.

Current wording

Management evaluates many different financial and non-financial metrics to assess the individual performance of each of these various businesses. However, across most businesses, management primarily assesses each business’s financial performance based upon segment operating income or loss generated excluding non-cash charges and the impact of gains and losses related to securities and other investments held. Management believes that gains and losses on individual investments are generally impacted by individual characteristics specific to each investment and although this has an impact on our overall financial performance, the impact of these gains and losses may not be indicative of the overall strength or weakness in each of our business operations. Additionally, in evaluating the financial performance of each of our businesses, management monitors the increase or decrease in operating results from period to period while factoring in the relative volatility inherent in each industry in which these businesses operate. Management recognizes that some of the Company’s businesses exhibit more volatile results.

Previous wording

Wealth Management –We provide retail brokerage, investment management, and insurance, and tax preparation services to individuals and families, small businesses, non-profits, trusts, foundations, endowments, and qualified retirement plans through a boutique private wealth and investment management firm to meet the individual financial needs and goals of our customers. Our experienced financial advisors provide investment management, retirement planning, education planning, wealth transfer and trust coordination, and lending and liquidity solutions. Our investment strategists provide strategies and real-time market views and commentary to help our clients make important and informed financial and investment decisions.

Current wording

Wealth Management –We provide retail brokerage, investment management, insurance, and tax preparation services to individuals and families, small businesses, non-profits, trusts, foundations, endowments, and qualified retirement plans through a boutique private wealth and investment management firm to meet the individual financial needs and goals of our customers. Our experienced financial advisors provide investment management, retirement planning, education planning, wealth transfer and trust coordination, and lending and liquidity solutions. Our investment strategists provide strategies and real-time market views and commentary to help our clients make important and informed financial and investment decisions.

Previous wording

Total assets under management were approximately $12.1 billion and $13.0 billion at June 30, 2026 and December 31, 2025, respectively. Of these amounts, advisory assets under management totaled approximately $4.6 billion at June 30, 2026 and $4.3 billion at December 31, 2025. Advisory revenues were 0.24% and 0.27% of average advisory assets under management during the three months ended June 30, 2026 and 2025, respectively and 0.25% and 0.26% for the six months ended June 30, 2026 and 2025, 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 are primarily comprised of tax service fees and management fees earned from comprehensive client focused services performed.

Current wording

Total assets under management were approximately $12.8 billion and $13.0 billion at September 30, 2026 and December 31, 2025, respectively. Of these amounts, advisory assets under management totaled approximately $4.6 billion at September 30, 2026 and $4.3 billion at December 31, 2025. Advisory revenues were 0.26% and 0.25% of average advisory assets under management during the three months ended September 30, 2026 and 2025, respectively and 0.26% and 0.26% for the nine months ended September 30, 2026 and 2025, 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 in brokerage client assets. Other revenues are primarily comprised of tax service fees, carried interest and management fees earned from comprehensive client focused services performed.

Previous wording

Lingo Segment – Lingo Management, LLC and its subsidiary Bullseye Telecom (together, “Lingo”) is a global cloud/unified communications and managed service provider to Enterprise and Small to Medium Businesses in the United States. Lingo primarily re-sells Plain Old Telephone Services (“POTS”), Broadband data services and Managed Security services in addition to the Cloud Voice, POTS Alternative and business collaboration communication services.

Current wording

Lingo Segment – Lingo Management, LLC and its carrier subsidiaries operating under the Lingo and Bullseye brands (together, “Lingo”) is a global cloud/unified communications and managed service provider to Enterprise and Small to Medium Businesses in the United States. Lingo primarily re-sells Plain Old Telephone Services (“POTS”), Broadband data services and Managed Security services in addition to the Cloud Voice, POTS Alternative and business collaboration communication services.

Previous wording

Total securities and other investments owned increased $276.9 million during the six months ended June 30, 2026 primarily due to the following:

Current wording

Total securities and other investments owned decreased $77.0 million during the nine months ended September 30, 2026 primarily due to the following:

Previous wording

•$213.0 million increase in the carrying values of Babcock & Wilcox Enterprises, Inc.’s (“B&W”) common stock due to an increase in the public share price during the current period.

Current wording

•$13.7 million decrease in the carrying values of Babcock and Wilcox Enterprises, Inc.’s (“B&W”) common stock was due to a decrease in the public share price and dispositions during the current year period.

Previous wording

•$11.3 million decrease in the carrying values of our Double Down Interactive Co., Ltd common stock primarily driven by sales of the securities partially offset by an increase in the public share price during the period.

Current wording

•$30.0 million decrease in the carrying values of our Double Down Interactive Co., Ltd. common stock was due to sales of the securities in the current year period.

Previous wording

•$11.1 million decrease in the carrying value of our Applied Digital Corporation (“APLD”) common stock was driven by dispositions during the period.

Current wording

•$12.1 million decrease in the carrying value of our Applied Digital Corporation (“APLD”) common stock was due to sales of the securities in the current year period.

Previous wording

•$8.6 million increase in the carrying values of our investments in other public equities driven by net additions during the period.

Current wording

•$9.7 million increase in the carrying values of our investments in other public equities was driven by net additions partially offset by a net decrease in public share prices during the period.

Previous wording

•$38.9 million increase in the carrying values of our investments in APLD preferred stock is due to additions in the current period.

Current wording

•$41.1 million decrease in the carrying values of our investments in APLD preferred stock was due to the sale of securities in the current year period.

Previous wording

•$2.0 million decrease in the carrying values of our investments in other private equities driven primarily by net dispositions and, to a lesser extent, a decrease in market value of certain private securities during the period.

Current wording

•$2.1 million decrease in the carrying values of our investments in other private equities was primarily due to a decrease in market value of certain private securities and dispositions during the period.

Previous wording

•$3.6 million decrease in the carrying values of our investments in corporate bonds driven primarily by decrease in the public per unit price, partially offset by net additions during the period.

Current wording

•$19.8 million decrease in the carrying values of our investments in corporate bonds was primarily due to net dispositions during the period.

Previous wording

•$0.8 million increase in the carrying values of our investments in other fixed income securities driven primarily by net additions during the period.

Current wording

•$0.5 million increase in the carrying values of our investments in other fixed income securities was primarily due to net additions during the period.

Previous wording

•$42.9 million increase in the carrying value of our partnership interest from carried interest related to investment funds holding positions in SpaceX driven by an increase in market value.

Current wording

•$31.3 million increase in the carrying value of our partnership interest from carried interest related to investment funds holding positions in SpaceX was driven by an increase in the market value of SpaceX.

Previous wording

•$0.5 million increase in the carrying values of our investments in other partnership interests and other securities primarily driven by net increase in market value of certain securities during the period.

Current wording

•$0.5 million increase in the carrying values of our investments in other partnership interests and other securities was primarily due to a net increase in market value of certain securities during the period.

Previous wording

At June 30, 2026, as a result of the current financial performance of the Targus subsidiary, which comprises the reporting unit of all operations within the Consumer Products segment, and current market conditions, the Company performed an interim quantitative impairment assessment of the Targus tradename. The Company utilized the relief-from-royalty method to estimate the fair value of the Targus tradename, with key inputs including a long-term revenue growth rate of 3.0%, a discount rate of 22.0%, and a royalty rate of 1.0%. This resulted in an impairment charge for the Targus tradename in the amount of $4.0 million at June 30, 2026. 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 on an interim basis during the six months ended June 30, 2026.

Current wording

As a result of the current financial performance of Targus, which comprises the Consumer Products reporting unit, and current market conditions, we performed interim quantitative impairment assessments of the Targus tradename at June 30, 2026 and September 30, 2026 using the relief-from-royalty method. Key inputs at September 30, 2026 were a long-term growth rate of 3.0%, a royalty rate of 1.0%, and a discount rate of 23.0% (22.0% at June 30, 2026). The assessments resulted in non-cash impairment charges of $4.0 million and $1.2 million, respectively ($5.2 million for the nine months ended September 30, 2026), recorded in impairment of tradename, which reduced the carrying value from $13.0 million to $7.8 million. At September 30, 2026, the previous accounting for the tradename as an indefinite-lived asset was changed to finite-lived asset on September 30, 2026 with a remaining useful life of nine years (see Note 13 - Goodwill and Other Intangible Assets). Changes in these estimates and assumptions, whether from changing economic conditions, changes in our business or other reasons, could materially affect fair value and result in additional impairment charges in future periods.

Previous wording

Total increase in services and fees revenues during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current wording

Total decrease in services and fees revenues during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous wording

•$1.9 million decrease in Lingo segment, driven by fewer POTS and broadband subscribers as customers migrated to VoIP services, partially offset by VoIP growth from those same conversions; and

Current wording

•$3.5 million decrease in the Lingo segment, driven by fewer POTS and broadband subscribers as customers migrated to VoIP services, partially offset by VoIP growth from those same conversions; and

Previous wording

•$1.2 million decrease in Marconi Wireless segment, driven by lower service revenues attributable to an ongoing decline in active customers;

Current wording

•$0.8 million decrease in the Marconi Wireless segment, driven by lower service revenues attributable to an ongoing decline in active customers.

Previous wording

•$16.9 million decrease in Capital Markets segment, primarily driven by lower net trading gains in the current year period, driven by gains of $8.0 million with APLD, $2.6 million with U.S. Treasuries, $1.7 million with certain equity and various other securities, partially offset by a $9.2 million loss with B&W, compared to net trading gains in the prior year period of $4.4 million with B&W, $4.1 million with APLD, $6.5 million with certain equity securities, $2.2 million with U.S. Treasuries, and net gains from various other securities;

Current wording

•$170.8 million decrease in the Capital Markets segment, primarily driven by net trading losses in the current year period, including a $128.6 million unrealized loss on our investment in the common stock of B&W, compared to net trading gains in the prior year period, including gains of $30.2 million on B&W, $9.2 million on APLD, $2.3 million on U.S. Treasuries, and net gains on various other securities;

Previous wording

The $1.7 million decrease in interest income related to loans receivable for the three months ended June 30, 2026, compared to the same period in the prior year, was primarily driven by declines across the Exela portfolios of $2.1 million, GA Group portfolios of $0.4 million, and Norlin EV Limited of $0.2 million, partially offset by an increase of $1.0 million due to a loan entered with Enovum NC-1 Venture, LLC during the current year period.

Current wording

The $0.6 million decrease in interest income related to loans receivable for the three months ended September 30, 2026, compared to the same period in the prior year, was primarily driven by lower average loans receivable balances.

Previous wording

The decrease in sale of goods revenue during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily attributable to a $0.7 million decrease in the Marconi Wireless segment driven by lower product sales from an ongoing decline in active customers, partially offset by a $0.3 million increase in the Consumer Products segment.

Current wording

The decrease in sale of goods revenue during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily attributable to a $7.7 million decrease in the Consumer Products segment driven by weaker consumer demand, partially offset by lower sales allowances and customer programs.

Previous wording

•$1.7 million decrease from the Lingo segment due to lower POTS unit volume, partially offset by higher costs associated with the conversion to VoIP services;

Current wording

•$3.2 million decrease from the Lingo segment driven by lower POTS unit volume, consistent with the decline in POTS revenue, partially offset by ongoing increases in POTS costs by carriers and costs associated with the conversion to VoIP services; and

Previous wording

The decrease in cost of goods sold during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to a $2.7 million decrease from the Consumer Products segment attributable to higher inventory reserve charges recorded in the prior year period, and a $0.9 million decrease from the Marconi Wireless segment driven by lower product costs resulting from a decrease in the quantity of phones sold.

Current wording

The decrease in cost of goods sold during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to a $5.8 million decrease from the Consumer Products segment driven by lower sales and tariff refunds received in the current period.

Previous wording

The increase in selling, general and administrative expenses in the Wealth Management segment during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current wording

The decrease in selling, general and administrative expenses in the Wealth Management segment during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous wording

•$2.6 million and $0.4 million decreases in occupancy-related costs and other selling, general and administrative expenses, respectively, primarily driven by the sale of a portion of the Company's wealth management business to Stifel in April 2025; and

Current wording

•$1.3 million decrease in occupancy-related costs primarily driven by the sale of a portion of the Company’s wealth management business to Stifel Financial Corp. (“Stifel”) in April 2025; partially offset by a:

Previous wording

The decrease in selling, general and administrative expenses in the Corporate and All Other category during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current wording

The increase in selling, general and administrative expenses in the Corporate and All Other category during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous wording

Interest expense related to securities lending and loan participations was $0.9 million during the three months ended June 30, 2026, compared to $2.0 million during the three months ended June 30, 2025. The decrease was primarily due to lower average spreads in equity securities lending, partially offset by higher average contract values compared to the prior year period.

Current wording

Interest expense related to securities lending and loan participations was $1.1 million during the three months ended September 30, 2026, compared to $2.1 million during the three months ended September 30, 2025. The decrease was primarily due to lower average spreads in equity securities lending, partially offset by higher average contract values compared to the prior year period.

Previous wording

Realized and unrealized gains on investments was $12.1 million during the three months ended June 30, 2026 compared to a gain of $10.2 million during the three months ended June 30, 2025, which is comprised of the following:

Current wording

Realized and unrealized (losses) gains on investments were losses of $97.5 million during the three months ended September 30, 2026 compared to a gain of $32.8 million during the three months ended September 30, 2025, which is comprised of the following:

Previous wording

There was no gain on senior note exchange during the six months ended June 30, 2026, compared to a gain of $55.0 million during the six months ended June 30, 2025, as the prior year period included gains recognized in connection with troubled debt restructurings involving the exchange of senior notes for New Notes at favorable terms, with no such transactions occurring in the current year period, as more fully discussed in Note 15 - Senior Notes Payable.

Current wording

The gain of $12.2 million recognized during the three months ended September 30, 2025 was primarily due to troubled debt restructurings involving the exchange of senior notes for New Notes, as more fully discussed in Note 16 - Senior Notes Payable to the accompanying unaudited condensed consolidated financial statements. There were no senior note exchanges during the three months ended September 30, 2026.

Previous wording

Loss from equity investments was $5.5 million during the three months ended June 30, 2026, compared to income of $25.6 million during the three months ended June 30, 2025. The decrease was primarily due to a loss recorded on the Company's investment in Great American Holdings, LLC (“GA Holdings”) under the HLBV method during the current year period, compared to income from GA Holdings and distributions received from GA Joann Retail Partnership, LLC in excess of the Company's investment balance in the prior year period.

Current wording

(Loss) income from equity investments was a net loss of $14.5 million during the three months ended September 30, 2026, compared to income of $9.2 million during the three months ended September 30, 2025. The decrease was primarily due to a $14.6 million impairment of the Company’s equity method investment in GA Holdings and a $1.0 million loss on the Company’s investment in GA Holdings in the current year period, compared to income of $6.4 million in the prior year period as more fully discussed in Note 11 - Equity Method Investments to the accompanying unaudited condensed consolidated financial statements.

Previous wording

Provision for income taxes was $6.0 million during the three months ended June 30, 2026, compared to $3.1 million during the three months ended June 30, 2025. The effective income tax rate was 21.6% for the three months ended June 30, 2026, compared to 4.1% for the three months ended June 30, 2025. The current year provision is primarily comprised of estimated federal, state, and foreign taxes based on the expected annual effective tax rate for 2026, including the impact of the utilization of net operating loss carryforwards and disallowed interest expense carried forward from prior years. The prior year provision primarily reflected uncertain tax positions for state and foreign taxes, including interest and penalties.

Current wording

Benefit from income taxes was $24.0 million during the three months ended September 30, 2026, compared to a provision of $1.2 million during the three months ended September 30, 2025. The effective income tax rate was a benefit of 8.9% for the three months ended September 30, 2026, compared to a provision for income taxes at an effective rate of 1.2% for the three months ended September 30, 2025. The current year benefit primarily consisted of the benefit recorded for the expiration of statues of limitations for unrecognized tax benefits, offset by the estimated foreign taxes. The prior year provision primarily reflected tax expense related to the impact of recording uncertain tax positions for federal, state and foreign taxes, including interest and penalties.

Previous wording

On June 27, 2025, we signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber, and their results have been presented as discontinued operations for the six months ended June 30, 2025. Income from discontinued operations, net of tax, for GlassRatner and Farber was $72.7 million for the six months ended June 30, 2025. Refer to Note 4 - Discontinued Operations and Assets Held for Sale to the accompanying unaudited condensed consolidated financial statements for additional information.

Current wording

Loss from discontinued operations, net of tax, was $2.4 million for the three months ended September 30, 2026, due to the write-off of a purchase price holdback related to the sale of GlassRatner and Farber, compared to a loss from discontinued operations, net of tax, of $1.9 million for the three months ended September 30, 2025. On June 27, 2025, we signed an equity purchase agreement to sell all of the membership interests of GlassRatner and Farber, and their results have been presented as discontinued operations for all periods presented. Refer to Note 5 - Discontinued Operations and Assets Held for Sale to the accompanying unaudited condensed consolidated financial statements for additional information.

Previous wording

On April 30, 2026, the sixth quarterly Dividend Period (as defined in the applicable Certificate of Designation) for which dividends on our Series A Preferred Stock and Series B Preferred Stock have not been paid since the suspension occurred, resulting in a “Preferred Dividend Default” under each Certificate of Designation. See Note 22 – Stockholders’ Equity.

Current wording

On April 30, 2026, the sixth quarterly Dividend Period (as defined in the applicable Certificate of Designation) for which dividends on our Series A Preferred Stock and Series B Preferred Stock have not been paid since the suspension occurred, resulting in a “Preferred Dividend Default” under each Certificate of Designation. See Note 23 - Stockholders’ Equity to the accompanying unaudited condensed consolidated financial statements for additional information.

Previous wording

Total increase in services and fees revenues during the six months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Current wording

Total decrease in services and fees revenues during the nine months ended September 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous wording

•$3.6 million decrease in Corporate and All Other non-reportable operating segments primarily driven by decreases of $7.0 million due to the sale of Atlantic Coast Recycling in the prior year period, $3.5 million due to the deconsolidation of our investment in Nogin, $2.4 million due to higher finders fee expense related to increased APLD transactions, $1.9 million due to a decline at bebe driven by a reduction in store count, $1.7 million due to lower upfront and structuring fees resulting from the expiration of the management services agreement with B&W, $1.6 million driven by lower managed services and advisory fees across subsidiaries, and $1.4 million due to fees recognized under a transition services agreement with GA Holdings in the prior year period, partially offset by increases of $14.1 million due to income from carried interest primarily related to investment funds holding positions in SpaceX and $1.9 million due to upfront fees from Exela loans.

Current wording

•$15.1 million decrease in the Corporate and All Other category primarily driven by decreases of $7.0 million due to the sale of Atlantic Coast Recycling in the prior year period, $3.5 million due to the deconsolidation of our investment in Nogin, $2.6 million due to a decline at bebe driven by a reduction in store count, $2.2 million due to lower upfront and structuring fees resulting from the expiration of the management services agreement with B&W, and $2.1 million due to fees recognized under a transition services agreement with GA Holdings in the prior year period and an increase in the elimination of intersegment revenues of $5.5 million, partially offset by increases of $7.7 million due to income from carried interest primarily related to investment funds holding positions in SpaceX;

Previous wording

•$22.0 million increase in Capital Markets segment, driven by higher M&A and advisory fees of $6.8 million, higher underwriting revenues of $5.7 million, increased private placement revenues of $3.9 million, increased finder fees of $3.9 million, higher secondary commissions of $3.3 million, and increased securities lending locate fees of $2.5 million, partially offset by a $5.0 million decrease in ATM revenues;

Current wording

•$6.9 million decrease in the Capital Markets segment driven by lower ATM revenues of $20.9 million primarily as a result of lower transaction volume due to market conditions, and lower private placement and underwriting revenues of $6.9 million and $4.5 million, respectively, due to smaller sized deals, partially offset by higher M&A and advisory revenues of $12.9 million, higher intersegment revenues of $5.5 million, higher securities lending locate fees of $3.7 million, higher secondary commissions of $3.0 million, and other items;

Previous wording

•$1.1 million decrease in Lingo segment, driven by fewer POTS and broadband subscribers as customers migrated to VoIP services, partially offset by VoIP growth from those same conversions;

Current wording

•$5.4 million decrease in the Lingo segment driven by fewer POTS and broadband subscribers as customers migrated to VoIP services, partially offset by VoIP growth from those same conversions;

Showing the first 40 of 99 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

The decrease in selling, general and administrative expenses in the Lingo segment during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to a $0.7 million decrease in employee compensation and benefits driven by a reduction in headcount, partially offset by higher allocated personnel costs from affiliates.

Current report — wording carried from elsewhere

The decrease in selling, general and administrative expenses in the Marconi Wireless segment during the three months ended September 30, 2026, compared to the same period in the prior year, was primarily due to a $0.4 million decrease in employee compensation and benefits driven by higher personnel cost allocations to affiliates and net headcount reductions.

Current report — wording carried from elsewhere

Realized and unrealized (losses) gains on investments

Current report — wording carried from elsewhere

The $0.6 million decrease in interest income related to securities lending during the nine months ended September 30, 2026, compared to the same period in the prior year, was primarily driven by lower average spreads earned on equity securities lending, partially offset by higher average contract values across the portfolio.

Current report — wording carried from elsewhere

•$0.2 million decrease in professional services attributable to the termination of outside consulting arrangements in the prior year.

Current report — wording carried from elsewhere

•$4.9 million decrease due to the sale of Atlantic Coast Recycling; and

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 (16)

Previous report — wording carried elsewhere

The decrease in selling, general and administrative expenses in the Lingo segment during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous report — wording carried elsewhere

The decrease in selling, general and administrative expenses in the Marconi Wireless segment during the three months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous report — wording carried elsewhere

•$0.3 million decrease in depreciation and amortization primarily due to certain fixed and intangible assets that became fully depreciated or amortized in the prior year, resulting in lower charges in the current period; and

Previous report — wording carried elsewhere

•$2.1 million decrease in employee compensation and benefits primarily due to a reduction in headcount;

Previous report — wording carried elsewhere

Restructuring charges of $1.9 million were recorded during the three months ended June 30, 2026, compared to $0.3 million during the three months ended June 30, 2025. The increase was primarily due to organizational realignments consisting of severance and related costs within the Capital Markets segment, compared to workforce reductions primarily within the Corporate and All Other category in the prior year period.

Previous report — wording carried elsewhere

Loss on extinguishment of debt during the three months ended June 30, 2026 was $1.3 million compared to a loss of $10.3 million during the three months ended June 30, 2025. The current year loss was in connection with the Section 3(a)(9) Exchanges of senior notes for shares of the Company's common stock, compared to the prior year loss which was attributable to principal repayments on the Oaktree Credit Facility, as more fully discussed in Note 14 - Term Loans and Revolving Credit Facilities and Note 15 - Senior Notes Payable.

Previous report — wording carried elsewhere

Interest expense was $18.0 million during the three months ended June 30, 2026, compared to $24.0 million during the three months ended June 30, 2025. The decrease in interest expense was primarily attributable to Corporate and All Other, driven by lower senior notes interest expense due to reduced outstanding principal balances resulting from the Section 3(a)(9) Exchanges and redemption of the 5.50% Senior Notes, as well as lower interest expense on the Oaktree Credit Facility due to principal paydowns, as more fully discussed in Note 14 - Term Loans and Revolving Credit Facilities and Note 15 - Senior Notes Payable.

Previous report — wording carried elsewhere

Total increase in net trading gains (losses) during the six months ended June 30, 2026, compared to the same period in the prior year, was primarily due to the following:

Previous report — wording carried elsewhere

•$2.8 million decrease in Corporate and All Other non-reportable operating segments driven by increases in unrealized losses for certain equity securities in the current year period.

Previous report — wording carried elsewhere

•$3.6 million decrease from the Marconi Wireless segment due to fewer active lines and migration of its customer base to a lower-cost third-party network;

Previous report — wording carried elsewhere

•$0.4 million decrease in occupancy-related costs primarily due to lower IT software and licensing costs associated with cost reduction initiatives, partially offset by higher postage and facility-related charges;

Previous report — wording carried elsewhere

•$0.8 million decrease in employee compensation and benefits primarily due to higher personnel cost allocations to affiliates and net headcount reductions; and

Previous report — wording carried elsewhere

•$0.3 million decrease in occupancy-related costs primarily due to lower customer care costs reflecting reduced third-party agent needs as a result of fewer active customers and the completion of the network migration in 2025.

Previous report — wording carried elsewhere

The decrease in selling, general and administrative expenses in the UOL segment during the six months ended June 30, 2026, compared to the same period in the prior year, was primarily due to a $0.3 million decrease in employee compensation and benefits attributable to a reduction in headcount.

Previous report — wording carried elsewhere

Gain on sale and deconsolidation of businesses

Previous report — wording carried elsewhere

(Loss) gain on extinguishment of debt