BRC Group Holdings, Inc.

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. A detailed discussion of our risk factors was included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K/A for the year ended December 31, 2025. These risk factors should be read carefully in connection with evaluating our business and in connection with the forward-looking statements and other information contained in this Quarterly Report on Form 10-Q. Any of the risks described in the Annual Report on Form 10-K/A for the year ended December 31, 2025 could materially affect our business, financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. Except as set forth below, there have been no material changes to the risk factors set forth in the Annual Report on Form 10-K/A for the year ended December 31, 2025, as updated by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Risks Related to Pending Acquisition of Sangoma.

On September 28, 2026 we entered into a definitive agreement to acquire all issued and outstanding common shares of Sangoma Technologies Corporation (“Sangoma”). The success of the acquisition of Sangoma will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from successfully combining the businesses of the Company and Sangoma within the Company’s projected timeframe. If the Company is not able to achieve these objectives, the anticipated benefits and cost savings of the acquisition may not be realized fully or at all, or may take longer to realize than expected. The Company and Sangoma have operated and, until the completion of the acquisition, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the Company’s ability to maintain relationships with clients, customers, and employees or to achieve the anticipated benefits of the acquisition. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on the Company during the transition period.

The Company expects to incur substantial expenses in connection with the acquisition, including conversion costs, severance, professional fees and other expenses. The Company cannot identify the timing, nature and amount of all such charges as of the date of this filing. The completion of the acquisition depends on the satisfaction of specified conditions, many of which are outside of the Company’s control, including the receipt of regulatory approvals and approval of the transaction by Sangoma shareholders. If the acquisition is not completed, these expenses would have been expended or would be recognized currently and not capitalized, and the Company would not have realized the expected benefits of the acquisition. Additionally, the Company’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the acquisition, without realizing any of the anticipated benefits of completing the acquisition.

Sangoma may have liabilities that are not known to us.

The acquisition of Sangoma may have liabilities that we failed, or were unable, to discover in the course of performing our due diligence investigations of Sangoma. We cannot assure you that the indemnification available to us under the Plan of Arrangement in respect of the Sangoma acquisition in connection with such agreement will be sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business of Sangoma. We may learn additional information about Sangoma that materially adversely affects us, such as unknown or contingent liabilities and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.