BRC Group Holdings, Inc.

false 0001464790 0001464790 2026-05-19 2026-05-19 0001464790 RILY:CommonStockParValue0.0001PerShareMember 2026-05-19 2026-05-19 0001464790 RILY:DepositarySharesEachRepresenting11000thOfShareOf6.875SeriesCumulativePerpetualPreferredShareMember 2026-05-19 2026-05-19 0001464790 RILY:DepositarySharesEachRepresenting11000thOfShareOf7.375SeriesBCumulativePerpetualPreferredStockMember 2026-05-19 2026-05-19 0001464790 RILY:Sec5.00SeniorNotesDue2026Member 2026-05-19 2026-05-19 0001464790 RILY:Sec6.50SeniorNotesDue2026Member 2026-05-19 2026-05-19 0001464790 RILY:Sec5.25SeniorNotesDue2028Member 2026-05-19 2026-05-19 0001464790 RILY:Sec6.00SeniorNotesDue2028Member 2026-05-19 2026-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37503 27-0223495 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11100 Santa Monica Blvd. , Suite 800 Los Angeles , CA 90025 310 - 966-1444 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share RILY Nasdaq Global Market Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Share) RILYP Nasdaq Global Market Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock) RILYL Nasdaq Global Market 5.00% Senior Notes due 2026 RILYG Nasdaq Global Market 6.50% Senior Notes due 2026 RILYN Nasdaq Global Market 5.25% Senior Notes due 2028 RILYZ Nasdaq Global Market 6.00% Senior Notes due 2028 RILYT Nasdaq Global Market Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. The 2026 annual meeting of stockholders (the “Annual Meeting”) of BRC Group Holdings, Inc. (the “Company”) was held on May 19, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting. 1. Election of Directors: Nominee for Director Votes For Votes Against Abstentions Broker Non-Votes (01) Bryant R. Riley 12,170,263 327,211 34,173 9,505,241 (02) Thomas J. Kelleher 12,141,839 357,102 32,707 9,505,240 (03) Robert L. Antin 11,577,747 924,317 29,583 9,505,241 (04) Tammy Brandt 12,142,501 362,595 26,551 9,505,241 (05) Renee E. LaBran 11,465,094 1,039,801 26,753 9,505,240 (06) Randall E. Paulson 11,527,298 974,766 29,584 9,505,240 (07) Mimi K. Walters 11,704,630 798,188 28,828 9,505,242 2. Ratification of the selection of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026: Votes For Votes Against Abstentions 21,730,428 287,352 19,108 3. Vote to approve, on an advisory basis, the compensation of our named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 10,707,112 1,742,371 82,159 9,505,246 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRC Group Holdings, Inc. By: /s/ Bryant Riley Name: Bryant Riley Title: Co-Chief Executive Officer Date: May 26, 2026 2