BRC Group Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based upon that evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of September 30, 2026 our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses in internal control over financial reporting, described below.

Material Weakness in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision and with the participation of management, including our Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2026 due to the material weaknesses described below, that were previously identified in our Form 10-K for the fiscal year ended December 31, 2025.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

As previously reported in our Form 10-K for the fiscal year ended December 31, 2025, the following material weaknesses in internal control over financial reporting were identified:

(i) Information technology general controls (“ITGCs”) in the areas of user access, program change management, and computer operations, related to certain systems, were not appropriately designed or implemented at certain of our subsidiaries. As a result, business process automated and manual controls that were dependent on the affected ITGCs were adversely impacted.

(ii) We did not design and implement controls over data provided by third-party service organizations for which a System and Organization Controls (“SOC”) 1 Type 2 report is not available at certain subsidiaries.

(iii) Controls over the completeness and accuracy of information we produce, impacting multiple financial statement areas were not properly designed, implemented or documented.

(iv) Management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.

(v) Management review controls were not appropriately designed and implemented over certain complex accounting areas and disclosures, including: (a) fair value measurement of investments using significant unobservable inputs and related disclosures; (b) identification and disclosure of material related party transactions in accordance with ASC 850; (c) calculation of the income tax provision and related disclosures; (d) goodwill valuation; and (e) segment reporting under ASC 280, specifically the review of information provided to the chief operating decision maker (“CODM”) and the aggregation of operating segments.

The above material weaknesses could have increased the risk of unauthorized access to certain information technology systems that support our financial reporting processes, manipulation of data that we use to produce our financial statements, and/or lack of complete and accurate information, which could lead to financial misstatements and affect our ability to report our information on a timely basis.

Notwithstanding the identified material weaknesses, management believes and has concluded that the consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Remediation Efforts and Status

During the nine months ended September 30, 2026, management continued to execute its remediation plan and made substantial progress toward remediating the material weaknesses described above. Management has substantially completed the design and implementation of controls intended to address the material weaknesses and is evaluating whether those controls have operated effectively over a sufficient period of time. Certain remediation activities remain ongoing, and management continues to perform alternative or compensating procedures, as appropriate, until remediation is complete.

Remediation actions taken or continued during the nine months ended September 30, 2026 include the following:

•Continued to invest in and strengthen our accounting and financial reporting organization;

•Continued to engage external consultants to support our evaluation of complex applications of U.S. GAAP and to assist with documenting and assessing our accounting policies and procedures;

•Continued to enhance ITGCs, including the design and implementation of enhanced policies, procedures, and controls over user access, program change management, and computer operations across the affected systems and subsidiaries. These actions have resulted in notable improvements to the Company’s overall ITGC framework;

•Continued to design and implement alternative processes and compensating controls at the affected subsidiaries to mitigate the risk associated with data provided by third-party service organizations for which a SOC 1 Type 2 report is not available;

•Designed and implemented controls over the completeness and accuracy of information produced by the entity used in the operation of financial reporting controls across multiple financial statement areas, including defined review procedures and supporting documentation requirements;

•Implemented standardized documentation requirements and retention protocols for control procedures across multiple financial statement areas, to support timely, complete, and accurate recording and disclosures;

•Designed and implemented management review controls, at an appropriate level of precision, over the complex accounting areas and disclosures previously identified, including: (a) fair value measurement of investments using significant unobservable inputs and related disclosures; (b) identification and disclosure of material related party transactions in accordance with ASC 850; (c) calculation of the income tax provision and related disclosures; (d) goodwill valuation; and (e) segment reporting under ASC 280, including review of information provided to the CODM and the aggregation of operating segments;

•Delivered training to control owners regarding the design, execution, documentation, and monitoring of management review controls and other key controls, with a focus on the appropriate level of precision and the evidence required to support effective operation.

We believe these actions, once fully implemented and their operating effectiveness has been tested over a sufficient period, will remediate the material weaknesses described above.

No new material weaknesses were identified during the nine months ended September 30, 2026.

Changes in Internal Control Over Financial Reporting

Other than the changes described above in Remediation Efforts and Status, there have been no changes to our internal control over financial reporting during the fiscal quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, as noted above, we will continue implementing changes to our internal control over financial reporting to address the material weaknesses described above.

Inherent Limitations on Effectiveness of Controls

Our management, including our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.