As Filed with the U.S. Securities and Exchange Commission on February 10, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) _________________________ | Delaware | | | | --- | --- | --- | | | 7389 | 27-0223495 | (State of Incorporation) (Primary Standard Industrial Classification Code Number) ...

As Filed with the U.S. Securities and Exchange Commission on February 10, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ BRC Group Holdings, Inc. (Exact name of registrant as specified in its charter) _________________________ | Delaware | | | | --- | --- | --- | | | 7389 | 27-0223495 | (State of Incorporation) (Primary Standard Industrial Classification Code Number) ...

Core Insights - BRC Group Holdings, Inc. expects strong financial performance for the fourth quarter and full year of 2025, with net income available to common shareholders projected between $60.0 million and $65.4 million for Q4 and $274.5 million to $279.9 million for the full year [1][5][19] - The company anticipates adjusted EBITDA for Q4 2025 to be in the range of $98.9 million to $109.4 million, a significant recovery from a loss of $(113.8) million in Q4 2024 [1][5][19] - BRC's strategy in 2025 focused on repositioning its balance sheet and enhancing operational performance, which has set a solid foundation for future growth [3][4] Fourth Quarter 2025 Highlights - Net income for Q4 2025 is expected to be significantly higher than the $0.9 million reported in Q4 2024 [5] - Revenues for Q4 2025 are projected to range from $271.0 million to $282.5 million, compared to $178.6 million in Q4 2024 [5] - The company expects a decline in net debt to between $609 million and $631 million by December 31, 2025, down from a peak of $1.39 billion in September 2024 [4][21] Full Year 2025 Estimates - For the full year 2025, total revenues are expected to be between $960.2 million and $971.7 million, compared to $746.4 million in 2024 [19] - Adjusted EBITDA for the full year is projected to be between $225.8 million and $236.3 million, a recovery from a loss of $(568.3) million in 2024 [19] - Basic and diluted earnings per share (EPS) for the full year are expected to range from $8.98 to $9.16, compared to a loss of $(25.46) in 2024 [19] Financial Position - Total assets are estimated to be between $1.694 billion and $1.724 billion as of December 31, 2025, compared to $1.783 billion in 2024 [17] - Total liabilities are expected to be between $1.834 billion and $1.844 billion, down from $2.239 billion in 2024 [17] - Cash, cash equivalents, and restricted cash are projected to be $229 million as of December 31, 2025, compared to $247.3 million in 2024 [21]

Core Viewpoint - BRC Group Holdings, Inc. has regained compliance with Nasdaq's Periodic Filing Rule 5250(c)(1) as of January 27, 2026, following a confirmation from Nasdaq [1][2] Group 1: Compliance and Regulatory Actions - Nasdaq has imposed a "Mandatory Panel Monitor" on BRC for one year, which is defined under Nasdaq Listing Rule 5815(d)(4)(B) [2] - If BRC fails to meet the Periodic Filing Rule during this one-year period, it will not be allowed to submit a compliance plan and will receive a Delist Determination Letter [2] Group 2: Company Overview - BRC Group Holdings, Inc. operates as a diversified holding company with interests in financial services, telecom, and retail, as well as investments in equity, debt, and venture capital [3] - The company's financial services platform offers customized solutions for small cap and middle market companies, including capital markets, sales, trading, research, merchant banking, M&A, and restructuring [3] - BRC's wealth management division provides services such as brokerage, investment management, insurance, and tax preparation [3] - The telecom segment offers consumer and business services, including traditional and mobile phone services, internet and data, security, and email [3] - Retail operations focus on mobile computing accessories and home furnishings, with capital deployed to generate shareholder value through opportunistic investments [3]

Core Viewpoint - B. Riley Financial, now BRC Group Holdings, has seen a significant recovery in its stock price, rising 251% from a 52-week low of $2.67, with a recent 17% increase over five days, indicating renewed investor interest and potential for further gains [1][2]. Group 1: Company Transformation - The name change to BRC Group Holdings reflects the company's evolution from a financial services platform to a diversified group with distinct businesses and management [4]. - The stock has experienced a dramatic decline from an all-time high of $91.24 four years ago, indicating a challenging turnaround process despite recent improvements in Q4 2025 results [5]. Group 2: Investment Considerations - Investors are considering the potential of RILY stock, particularly given the recent gains and the company's efforts to recover from past setbacks [2][3]. - The company’s previous investment in Franchise Group Inc. has been problematic, highlighting the risks associated with its past decisions [6]. - The resignation of FRG CEO Brian Kahn amid an SEC investigation adds to the complexities surrounding the company's recent history and investor sentiment [7].

Financial Performance - Total revenues increased by $102.5 million to $277.9 million for the three months ended September 30, 2025, compared to $175.4 million for the same period in 2024, representing a 58.5% increase[368]. - Total revenues for the nine months ended September 30, 2025, were $689.2 million, an increase of 21.4% compared to $567.8 million for the same period in 2024[402]. - Net income attributable to common shareholders was $89.1 million, compared to a loss of $286.4 million in the same quarter of 2024, reflecting a change of $375.5 million[365]. - The company generated net income of $220.6 million for the nine months ended September 30, 2025, compared to a net loss of $767.2 million in 2024[439]. Revenue Breakdown - The Capital Markets segment saw a revenue increase of $34.9 million to $65.4 million, primarily due to a rise in corporate finance, consulting, and investment banking fees[370]. - The Wealth Management segment's revenues decreased by $15.0 million to $34.3 million, driven by a reduction in assets under management (AUM) from approximately $25.7 billion in 2024 to $13.3 billion in 2025[371]. - The Communications segment's revenues decreased by $6.9 million to $59.4 million, primarily due to a decline in subscription revenue[372]. - The E-Commerce segment reported no revenues for the three months ended September 30, 2025, following the deconsolidation of Nogin[373]. - Revenues from services and fees in All Other decreased by $11.7 million to $11.6 million for the three months ended September 30, 2025, compared to $23.3 million for the same period in 2024[374]. Investment and Securities - As of September 30, 2025, the total securities and other investments owned amounted to $315.5 million, an increase from $282.3 million as of December 31, 2024, representing a growth of approximately 11.5%[354][355]. - The carrying value of public equity securities was $149.7 million as of September 30, 2025, up from $124.9 million as of December 31, 2024, indicating a growth of about 19.8%[355]. - The carrying value of private equity securities decreased to $99.0 million as of September 30, 2025, down from $107.6 million as of December 31, 2024, reflecting a decline of approximately 7.9%[355][359]. - The carrying value of Babcock & Wilcox Enterprises, Inc. common stock increased to $79.6 million as of September 30, 2025, compared to $45.0 million as of December 31, 2024, marking a significant increase of 76.0%[356]. - The carrying value of Double Down Interactive Co., Ltd common stock decreased to $32.2 million as of September 30, 2025, from $43.7 million as of December 31, 2024, representing a decline of approximately 26.2%[357]. Operational Improvements - The Company aims to maximize free cash flow through operational improvements in acquired companies, targeting attractive risk-adjusted returns[342]. - The Company has a value-oriented investment approach, providing advisory services for complex transactions consistent with this philosophy[347]. - The Company plans to pursue future acquisitions in the Communications Segment to expand its portfolio of businesses[349]. Expenses and Costs - Total operating expenses decreased by $45.1 million to $212.5 million, a reduction of 17.5% compared to the previous year[365]. - Total selling, general and administrative expenses decreased by $64.4 million to $453.6 million, with significant reductions in the Wealth Management and Corporate segments[422]. - Selling, general and administrative expenses in the Capital Markets segment increased by $22.2 million to $53.4 million during the three months ended September 30, 2025, from $31.3 million in the same period of 2024[384]. - Interest expense decreased by 28.9% from $102.2 million in 2024 to $72.7 million in 2025, primarily due to lower debt balances[402]. Cash Flow and Liquidity - Cash used in operating activities was $85.9 million for the nine months ended September 30, 2025, compared to cash provided of $266.3 million for the same period in 2024, a decrease of $352.2 million[451]. - Cash provided by investing activities increased to $275.9 million for the nine months ended September 30, 2025, from $25.5 million in 2024, primarily due to proceeds from the sale of various businesses[452]. - Cash used in financing activities was $261.0 million for the nine months ended September 30, 2025, a decrease of $93.7 million compared to $354.7 million in 2024, mainly due to the suspension of dividends[453]. - The principal sources of liquidity include existing cash, cash flows from operations, and funds available under revolving credit facilities[450]. Changes and Future Outlook - The Company underwent a name change to BRC Group Holdings, Inc. effective January 1, 2026, while retaining its trading symbol "RILY"[360]. - The company expects that current cash, cash equivalents, and available credit will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months[445]. - Approximately $280.1 million of senior notes are due in the next twelve months, with $1.0 billion due thereafter[444]. - The company continues to monitor financial performance to ensure sufficient liquidity for operations and business plans[446].

Financial Performance - Net income available to common shareholders for Q3 2025 was $89.1 million, a significant improvement from a net loss of $(286.4) million in Q3 2024[6]. - Total revenues for Q3 2025 reached $277.9 million, compared to $175.4 million in Q3 2024, reflecting a year-over-year increase of approximately 58.5%[7]. - Operating income for the three months ended September 30, 2025, was $65.4 million, compared to an operating loss of $82.2 million in the same period of 2024[26]. - Net income for the three months ended September 30, 2025, was $95.6 million, a significant improvement from a net loss of $287.6 million in the same period of 2024[26]. - Basic income per common share for continuing operations was $2.97 for the three months ended September 30, 2025, compared to a loss of $5.02 in the same period of 2024[27]. - The company reported trading gains of $53.0 million for the three months ended September 30, 2025, compared to a loss of $1.2 million in the same period of 2024[26]. - The company experienced a significant improvement in income from continuing operations, reporting $97,419,000 for the three months ended September 30, 2025, compared to a loss of $150,611,000 in the same period of 2024[31]. Revenue Segments - Operating revenues were $244.1 million in Q3 2025, slightly down from $253.1 million in Q3 2024[7]. - The Capital Markets segment generated revenues of $116.2 million in Q3 2025, up from $(24.7) million in the same period last year, with segment income increasing to $60.7 million from $(62.3) million[11]. - Wealth Management segment revenues decreased to $42.4 million in Q3 2025, down from $50.1 million in Q3 2024, while segment income improved to $7.2 million from $0.8 million[11]. - Total revenues for the three months ended September 30, 2025, reached $277,871,000, a significant increase from $175,364,000 in the same period of 2024, representing a growth of 58.5%[29]. Debt and Assets - Total debt as of Q3 2025 was $1.44 billion, with net debt reduced to $702.9 million, down from $1.06 billion at the end of 2024[7]. - Total assets as of September 30, 2025, were $1.67 billion, a decrease from $1.78 billion as of December 31, 2024[23]. - Total liabilities as of September 30, 2025, were $1.88 billion, down from $2.24 billion as of December 31, 2024[23]. - Cash and cash equivalents increased to $184.2 million as of September 30, 2025, from $146.9 million as of December 31, 2024[23]. - The company’s accumulated deficit decreased to $850.1 million as of September 30, 2025, from $1.07 billion as of December 31, 2024[23]. - Total investments as of September 30, 2025, amounted to $406,710,000, a decrease from $432,616,000 as of December 31, 2024[33]. - Net debt as of September 30, 2025, was $702,902,000, down from $1,063,684,000 as of December 31, 2024[33]. - Total debt as of September 30, 2025, was $1,443,402,000, compared to $1,774,340,000 as of December 31, 2024[33]. Compliance and Future Plans - The company filed three Form 10-Qs for Q1, Q2, and Q3 2025 within 120 days, achieving NASDAQ compliance ahead of the deadline[5]. - The company is focused on comprehensive transformation efforts across its businesses, operations, and balance sheet to enhance its position for 2026[4]. - The company plans to continue focusing on market expansion and new product development to drive future growth[26]. Adjusted Metrics - Adjusted EBITDA for Q3 2025 was $112.2 million, a turnaround from $(89.5) million in Q3 2024[7]. - Adjusted EBITDA for the three months ended September 30, 2025, was $112,204,000, a recovery from a loss of $89,524,000 in the same period of 2024[31]. - Operating Adjusted EBITDA for the three months ended September 30, 2025, was $57,951,000, compared to $12,011,000 in the same period of 2024[31].

Core Insights - BRC Group Holdings, Inc. reported a net income of $89.1 million for the third quarter of 2025, a significant recovery from a net loss of $286.4 million in the same period of 2024 [1][9][24] - The company achieved total revenues of $277.9 million, up from $175.4 million year-over-year, while operating revenues were slightly down at $244.1 million compared to $253.1 million in 2024 [9][25] - Adjusted EBITDA reached $112.2 million, a substantial improvement from a loss of $89.5 million in the previous year [9][25] Financial Performance - The Capital Markets segment generated revenues of $116.2 million, recovering from a loss of $24.7 million in the prior year, with segment income increasing to $60.7 million from a loss of $62.3 million [10][6] - The Wealth Management segment saw revenues decrease to $42.4 million from $50.1 million, but segment income improved to $7.2 million from $0.8 million [10][6] - The Communications segment's revenues fell to $60.4 million from $67.6 million, but segment income increased to $12.0 million from $8.3 million [10][6] Debt and Cash Position - Total debt stood at $1.44 billion, with net debt at $702.9 million, reflecting a reduction of over $120 million in net debt during the third quarter [6][9] - Cash, cash equivalents, and restricted cash decreased to $185.5 million from $247.3 million as of December 31, 2024 [9][21] Operational Highlights - BRC Group Holdings successfully filed three Form 10-Qs for Q1, Q2, and Q3 2025 within 120 days, ensuring compliance with Nasdaq listing requirements [4][6] - The company emphasized its transformation efforts across various business segments, enhancing its operational position for future growth [4][3]

Core Viewpoint - Halper Sadeh LLC is investigating potential breaches of fiduciary duties by certain officers and directors of B. Riley Financial, Inc. (NASDAQ: RILY) towards shareholders [1] Group 1 - The investigation may provide long-term shareholders of RILY stock the opportunity to seek corporate governance reforms [1] - Shareholders may also pursue the return of funds back to the company as part of the investigation [1] - There is a possibility for court-approved financial incentive awards or other relief and benefits for shareholders [1]

Core Viewpoint - Schubert Jonckheer & Kolbe LLP is investigating potential legal claims against B. Riley Financial, Inc. (now BRC Group Holdings, Inc.) due to alleged false statements regarding a $200 million loan to an entity linked to Brian Kahn, who pleaded guilty to conspiracy to commit securities fraud [1][2]. Group 1: Legal Proceedings - A U.S. District Judge ruled that key claims in a securities fraud lawsuit against B. Riley and its co-CEO Bryant Riley will proceed, alleging that the company misled investors by not disclosing a $200.5 million loan to Vintage Capital Management, LLC, controlled by Kahn [2]. - The lawsuit claims that misleading statements caused B. Riley's stock to trade at artificially inflated prices, with the stock price dropping from over $72 in March 2022 to below $6 by November 2024 after the truth about the loan was revealed [2]. Group 2: Investigations - The firm is investigating potential wrongdoing by B. Riley's directors and officers in connection with the allegations of misleading investors [3]. - The U.S. Securities and Exchange Commission has subpoenaed documents related to B. Riley's dealings with Kahn, indicating a broader investigation into the company's practices [2].