Financial Performance - The company reported total revenues of $225.3 million for the three months ended June 30, 2025, a significant increase of $130.4 million or 137.4% compared to $94.9 million in the same period of 2024[380]. - Operating income for the period was $10.8 million, a turnaround from an operating loss of $232.6 million in the same quarter of 2024[377]. - Net income attributable to B. Riley Financial, Inc. was $139.5 million, compared to a net loss of $433.6 million in the prior year, marking a significant recovery[377]. - Total revenues for the six months ended June 30, 2025, were $411.4 million, an increase of 4.8% compared to $392.5 million for the same period in 2024[419]. - The company generated net income of $129.5 million for the six months ended June 30, 2025, compared to a net loss of $482.8 million in the same period of 2024[457]. Revenue Breakdown - Services and fees revenue decreased by $57.1 million or 28.2% to $145.8 million, primarily due to declines in the Capital Markets, Wealth Management, and Communications segments[377]. - Wealth Management segment total revenues decreased to $38.6 million in Q2 2025 from $50.9 million in Q2 2024, a decline of 24%[383]. - Revenues from the Communications segment fell to $60.7 million in Q2 2025 from $77.7 million in Q2 2024, a decrease of 22%[384]. - The Capital Markets segment saw a revenue decrease of $46.3 million to $64.3 million, primarily due to declines in corporate finance and investment banking fees[424]. - Communications segment revenues fell by $34.9 million to $123.9 million, largely due to a $34.3 million decrease in subscription revenue following the divestiture of the Lingo wholesale carrier business[426]. Investment and Securities - As of June 30, 2025, the total securities and other investments owned amounted to $242.4 million, down from $282.3 million as of December 31, 2024, representing a decrease of approximately 14.1%[363][364]. - The carrying value of equity securities was $186.9 million as of June 30, 2025, compared to $232.5 million as of December 31, 2024, indicating a decline of about 19.6%[364]. - Public equity securities decreased from $124.9 million as of December 31, 2024, to $88.9 million as of June 30, 2025, a reduction of approximately 29%[364]. - The carrying value of Babcock & Wilcox Enterprises, Inc. common stock decreased from $45.0 million as of December 31, 2024, to $26.4 million as of June 30, 2025, reflecting a decline of approximately 41.1%[365]. - The carrying value of Double Down Interactive Co., Ltd common stock fell from $43.7 million as of December 31, 2024, to $34.5 million as of June 30, 2025, a decrease of about 21.1%[366]. Expenses and Cost Management - Selling, general and administrative expenses decreased by $35.6 million to $142.4 million in Q2 2025 from $178.0 million in Q2 2024, a reduction of 20%[397]. - Total selling, general and administrative expenses decreased by $47.2 million to $309.8 million during the six months ended June 30, 2025, from $356.9 million in the same period of 2024, a reduction of 13.2%[439]. - The Capital Markets segment saw a decrease in expenses of $18.1 million to $86.5 million, primarily due to a $21.7 million reduction in employee compensation and benefits[440]. - Wealth Management segment expenses decreased by $13.8 million to $85.5 million, mainly due to a $16.6 million drop in employee compensation and benefits[441]. - Direct cost of services decreased by $42.4 million to $75.9 million, primarily due to reductions in the Communications segment and the sale of a regional environmental services business[437]. Cash Flow and Liquidity - As of June 30, 2025, the company had $267.4 million of unrestricted cash and cash equivalents and $1.5 billion of borrowings outstanding[458]. - Cash used in operating activities was $25.4 million for the six months ended June 30, 2025, a decrease of $272.2 million compared to the same period in 2024[469]. - Cash provided by investing activities increased to $289.2 million for the six months ended June 30, 2025, compared to $6.7 million in 2024[471]. - Cash used in financing activities was $252.4 million for the six months ended June 30, 2025, compared to $243.5 million in 2024, primarily due to increased debt-related payments[472]. - The Company expects current cash, cash equivalents, and available credit facilities to meet working capital and capital expenditure requirements for at least the next 12 months[464]. Debt and Borrowings - Total borrowings outstanding as of June 30, 2025, amounted to $1.5 billion, including $1.3 billion from senior notes with interest rates ranging from 5.00% to 8.00%[463]. - The company utilizes borrowings under senior notes payable and credit facilities to fund acquisitions and operations[475]. - Interest expense decreased by $56.0 million to $2.7 million during the six months ended June 30, 2025, from $58.7 million in the same period of 2024, due to a reduction in securities loaned and loan participations sold[447]. - Approximately 90% of the company's debt obligations bore interest at fixed rates, mitigating exposure to interest rate fluctuations[475]. - Management actively monitors debt obligations and interest income sensitivity to changes in interest rates[476]. Impairments and Adjustments - The company recognized an impairment charge of $1.5 million for the Targus tradename due to potential impairment indicators[374]. - Non-cash impairment charges of $1.5 million were recognized during the three months ended June 30, 2025, compared to $27.7 million in the same period of 2024, which included $26.7 million of goodwill impairment[404]. - Fair value adjustments on loans increased by $176.4 million, contributing significantly to revenue growth, with $150.3 million attributed to a loan to Vintage Capital Management[380]. - Fair value adjustments on loans receivable improved to $0.8 million in Q2 2025 from a loss of $175.6 million in Q2 2024, a favorable variance of $176.4 million[390]. - Other income included a gain of $10.2 million from realized and unrealized investments during the three months ended June 30, 2025, compared to a loss of $155.2 million in the same period of 2024, resulting in a favorable variance of $165.5 million[407]. Strategic Changes - The company is changing its name to BRC Group Holdings, Inc. effective January 1, 2026, reflecting its diversified portfolio and strategic direction[350]. - The Company completed the sale of Atlantic Coast Recycling for approximately $68.6 million, part of the Wealth Management business for $26.0 million, and the financial consulting business for $117.8 million[461]. - Targus entered into a $30.0 million revolving credit agreement with FGI Worldwide LLC, maturing on August 20, 2028, to refinance existing obligations[370]. - The Company anticipates variability in the sale of additional investments over the next twelve months based on economic value realization and liquidity needs[461]. - The company plans to change its name to BRC Group Holdings, Inc., effective January 1, 2026[372].

Financial Performance - For Q3 2025, B. Riley Securities reported total revenue of approximately $109.1 million and adjusted net revenue of approximately $75.7 million[3]. - Net income for the quarter was approximately $41.8 million, with adjusted net income totaling approximately $18.9 million[3]. - Investment banking revenue was $53.9 million, while institutional brokerage revenue was $51.6 million for the quarter[14]. - Adjusted net revenue excludes trading gains and losses, providing a clearer view of the firm's operating performance[4]. Capital Management - The company raised approximately $10.5 billion in capital for clients through equity and debt financings during the quarter[2]. - B. Riley Securities has a debt-free balance sheet, with cash and securities totaling $145.9 million as of September 30, 2025[10]. - The company plans to evaluate future returns of capital to shareholders based on available excess capital and business growth prospects[10]. Shareholder Returns - The Board approved a dividend of $0.40 per common share, amounting to approximately $7.4 million in total distribution[10]. Strategic Initiatives - The company emphasized a disciplined approach to risk management and recruiting new talent to strengthen its platform[2]. - Upcoming conferences, including the Convergence Conference focusing on AI and blockchain, reflect the company's commitment to high-quality engagement[2].

Financial Performance - Total revenues decreased by $111.5 million to $186.1 million for the three months ended March 31, 2025, compared to $297.6 million for the same period in 2024, representing a decline of 37.5%[348]. - Revenues from services and fees fell by $55.2 million, with significant decreases in the Capital Markets segment ($35.1 million) and the Communications segment ($17.9 million)[348][349]. - The operating loss for the three months ended March 31, 2025, was $61.5 million, compared to an operating loss of $16.0 million for the same period in 2024[345]. - Net loss attributable to B. Riley Financial, Inc. was $9.975 million for the three months ended March 31, 2025, a decrease of 79.7% compared to a net loss of $49.2 million in the prior year[345]. - The Capital Markets segment reported a revenue decrease of 58.2%, falling to $25.2 million from $60.3 million year-over-year[350]. - Wealth Management segment revenues from services and fees decreased by $4.5 million to $46.7 million for the three months ended March 31, 2025, down from $51.2 million in the same period of 2024[351]. - Communications segment revenues from services and fees decreased by $17.9 million to $63.2 million for the three months ended March 31, 2025, primarily due to a $17.6 million drop in subscription revenue[352]. - The company generated a net loss of $10.0 million for the three months ended March 31, 2025, compared to a net loss of $49.2 million in the same period in 2024[381]. Investment and Asset Management - As of March 31, 2025, total securities and other investments owned amounted to $231.8 million, down from $282.3 million as of December 31, 2024, representing a decrease of approximately 17.9%[331]. - The carrying value of public equity securities decreased to $79.7 million as of March 31, 2025, from $124.9 million as of December 31, 2024, a decline of about 36.1%[331]. - The carrying value of private equity securities was $97.7 million as of March 31, 2025, down from $107.6 million as of December 31, 2024, indicating a decrease of approximately 9.2%[335]. - Total assets under management (AUM) were approximately $18.4 billion as of March 31, 2025, down from $25.8 billion as of March 31, 2024, reflecting a significant decline[351]. - The Company maintains a diverse investment portfolio, including public and private equities, corporate bonds, and other fixed income securities[331]. Business Operations and Segments - The Company operates through five reportable segments: Capital Markets, Wealth Management, Communications, Consumer, and E-Commerce, focusing on tailored financial solutions[320]. - The Wealth Management segment provides services to individuals, families, and small businesses, emphasizing personalized financial planning and investment management[324]. - The Communications Segment includes businesses like Lingo and magicJack, focusing on cloud communications and managed services, with plans for future acquisitions[325]. - The E-Commerce segment saw a revenue increase of 100%, contributing $3.5 million in the current period[347]. - E-Commerce segment revenues were $3.5 million during the three months ended March 31, 2025, consisting of commission fees from Nogin, acquired in Q2 2024[353]. Cash Flow and Financing - Cash provided by operating activities decreased to $0.2 million in Q1 2025 from $135.4 million in Q1 2024, a reduction of $135.2 million[395]. - Cash provided by investing activities increased to $59.2 million in Q1 2025 from $18.3 million in Q1 2024, an increase of $40.9 million[397]. - Cash used in financing activities decreased to $172.5 million in Q1 2025 from $190.9 million in Q1 2024, a reduction of $18.4 million[398]. - The company expects to utilize existing cash and proceeds from business sales to meet debt service obligations over the next twelve months[383]. - As of March 31, 2025, the company had $138.3 million in unrestricted cash and cash equivalents and $1.6 billion in borrowings outstanding[382]. Debt and Interest - Approximately 86% of the company's debt obligations bore interest at fixed rates as of March 31, 2025[402]. - A 1% change in floating interest rates would result in a $0.5 million change in interest expense[403]. - Interest income from loans decreased by $18.9 million to $3.2 million for the three months ended March 31, 2025, down from $22.1 million in the same period of 2024[358]. - Interest income from securities lending decreased by $37.0 million to $0.8 million for the three months ended March 31, 2025, from $37.8 million in the same period of 2024[359]. - Interest expense decreased by $34.7 million to $0.7 million for the three months ended March 31, 2025, due to a reduction in securities loaned and loan participations sold from $2.0 billion to $33.0 million[370]. Dividends and Stock - Common stock dividends declared for Q1 2025 were $0.50 per share, consistent with the previous quarter[391]. - Series A Preferred Stock dividends are at a cumulative rate of 6.875%, with $2.0 million in arrears as of March 31, 2025[392]. - Series B Preferred Stock dividends are at a cumulative rate of 7.375%, with $1.3 million in arrears as of March 31, 2025[393]. Other Financial Metrics - Realized and unrealized losses on investments were $14.5 million for the three months ended March 31, 2025, an improvement from a loss of $34.9 million in the same period in 2024[372]. - The benefit from income taxes was $3.0 million for the three months ended March 31, 2025, compared to $21.3 million in 2024, with an effective tax rate of 13.2% versus 25.8%[376]. - Selling, general and administrative expenses decreased by $11.6 million to $167.4 million for the three months ended March 31, 2025, down from $178.9 million in the same period of 2024[363]. - Direct cost of services decreased by $17.0 million to $42.7 million for the three months ended March 31, 2025, primarily due to a $16.2 million decrease in the Communications segment[361]. - Cost of goods sold decreased by $2.1 million to $36.7 million for the three months ended March 31, 2025, from $38.8 million in the same period of 2024[362].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM 10-K _____________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37503 _________________________________ ...

Executive Summary & Business Update [First Half 2025 Highlights](index=1&type=section&id=1.1%20First%20Half%202025%20Highlights) B. Riley Financial executed strategic initiatives in the first half of 2025, including the carve-out of B. Riley Securities to focus on client capital and AI investments, achieving significant debt reduction and securing a senior facility - B. Riley Securities (BRS) executed a **carve-out in March 2025**, aligning capital and management to serve clients, and partnered with BRS to provide **timely, flexible capital** for emerging client priorities in **AI investments**[3](index=3&type=chunk) - Total Company debt reduction from September 30, 2024, to June 30, 2025, is estimated to be **$600 million**[3](index=3&type=chunk) - Realized cash proceeds from business sales of approximately **$187 million** from the sales of GlassRatner and Atlantic Coast Recycling[3](index=3&type=chunk) - Bond exchanges achieved approximately **$126 million** of debt reduction through five bond exchanges through July 2025[3](index=3&type=chunk) [Management Commentary](index=2&type=section&id=1.2%20Management%20Commentary) Management highlighted aggressive actions to align the balance sheet, a strategic focus on financial services businesses, and progress on the complex 2024 audit, with subsequent quarterly filings expected soon - Chairman and Co-CEO Bryant Riley stated the company has taken **aggressive, decisive actions** to **align its balance sheet** while continuing to invest in financial services businesses, which are seeing **increasing momentum**[4](index=4&type=chunk) - CFO Scott Yessner confirmed the company is in the **final stages of documenting the 2024 audit** and expects to **file the 10-K shortly**, followed by **both 10-Qs within 30 to 45 days**[6](index=6&type=chunk) - Co-CEO Tom Kelleher noted that many operating businesses continue to generate **meaningful results** and the company will assess opportunities to invest in and support its operating companies[6](index=6&type=chunk) [About B. Riley Financial](index=4&type=section&id=1.3%20About%20B.%20Riley%20Financial) B. Riley Financial is a diversified financial services company that provides tailored solutions across various stages of the business life cycle, leveraging cross-platform expertise in investment banking, institutional brokerage, wealth management, consulting, restructuring, appraisal, auction, and liquidation services, while also making opportunistic investments - B. Riley Financial is a **diversified financial services company** that delivers **tailored solutions** to meet the strategic, operational, and capital needs of its clients and partners[15](index=15&type=chunk) - Through its subsidiaries, BRF provides **end-to-end financial services** across investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, appraisal and valuation, auction, and liquidation services[15](index=15&type=chunk) - BRF **opportunistically invests** to benefit its shareholders and certain affiliates **originate and underwrite senior secured loans** for asset-rich companies[15](index=15&type=chunk) Preliminary Financial Estimates - First Half 2025 (Unaudited) [Summary of Key Financial Estimates](index=2&type=section&id=2.1%20Summary%20of%20Key%20Financial%20Estimates) The company expects net income for the first half of 2025 to be between $125.0 million and $145.0 million, driven by gains from asset sales and senior note exchanges. Revenue is projected to be between $405.0 million and $425.0 million, with estimated operating adjusted EBITDA ranging from $20.0 million to $26.0 million. Debt is estimated at $1.46 billion, with net debt between $809.0 million and $839.0 million Estimated Financial Performance for Six-Months Ended June 30, 2025 | Metric | Low Estimate ($ millions) | High Estimate ($ millions) | | :-------------------------------- | :------------------------ | :------------------------- | | Net income available to common shareholders | 125.0 | 145.0 | | Diluted Net Income per Common Share | 4.08 | 4.74 | | Revenue | 405.0 | 425.0 | | Operating Adjusted EBITDA from continuing operations | 20.0 | 26.0 | | Debt | 1,460.0 | 1,460.0 | | Net Debt | 809.0 | 839.0 | | Cash, cash equivalents, and restricted cash | 268.0 | 268.0 | | Securities and other investments owned, at fair value | 231.0 | 251.0 | | Total investments | 310.0 | 340.0 | - Net income is expected to include estimated gains on sale of **$53 million** from Atlantic Coast Recycling, **$66 million** from GlassRatner, and **$55 million** on senior note exchanges[9](index=9&type=chunk) - The company earned approximately **$29 million** in profits from its equity participation in the JOANN's liquidation[8](index=8&type=chunk) [Estimated Adjusted EBITDA and Operating Adjusted EBITDA Reconciliation](index=14&type=section&id=2.2%20Estimated%20Adjusted%20EBITDA%20and%20Operating%20Adjusted%20EBITDA%20Reconciliation) The estimated reconciliation for the first half of 2025 projects Adjusted EBITDA between $5.4 million and $40.4 million, and Operating Adjusted EBITDA between $20.0 million and $26.0 million, after various adjustments including gains on divestitures and loan/note exchanges Estimated Adjusted EBITDA and Operating Adjusted EBITDA for Six-Months Ended June 30, 2025 | Metric | Low Estimate ($ thousands) | High Estimate ($ thousands) | | :------------------------ | :------------------------- | :-------------------------- | | Adjusted EBITDA | 5,400 | 40,400 | | Operating Adjusted EBITDA | 20,000 | 26,000 | [Estimated Total Investments and Net Debt](index=15&type=section&id=2.3%20Estimated%20Total%20Investments%20and%20Net%20Debt) As of June 30, 2025, total investments are estimated to range from $310.0 million to $340.0 million, with total debt at $1.463 billion and net debt ranging from $809.0 million to $839.0 million Estimated Total Investments and Net Debt as of June 30, 2025 | Metric | Low Estimate ($ thousands) | High Estimate ($ thousands) | | :---------------------------------------- | :------------------------- | :-------------------------- | | Cash, cash equivalents, and restricted cash | 268,000 | 268,000 | | Securities and other investments owned, at fair value | 231,000 | 251,000 | | Loans receivable, at fair value | 51,000 | 60,000 | | Total investments | 310,000 | 340,000 | | Total debt | 1,463,000 | 1,463,000 | | Net debt | 839,000 | 809,000 | Preliminary Financial Results - Full Year 2024 (Unaudited) [Summary of Key Financial Results](index=3&type=section&id=3.1%20Summary%20of%20Key%20Financial%20Results) For the full year 2024, B. Riley Financial reported a significant net loss of $772.3 million, primarily due to substantial write-downs of equity investments and loan receivables, and impairment of goodwill. Operating Adjusted EBITDA decreased by 54.0%, while total debt decreased and net debt increased Preliminary Full Year 2024 Key Financials vs. 2023 | Metric | FY 2024 ($ thousands) | FY 2023 ($ thousands) | Change (YoY) | | :-------------------------------- | :-------------------- | :-------------------- | :----------- | | Net loss available to common shareholders | (772,334) | (107,967) | Increased loss | | Diluted loss per common share | (25.46) | (3.69) | Increased loss | | Operating Revenues | 1,242,402 | 1,453,114 | -14.5% | | Total Revenues | 838,597 | 1,465,777 | -42.8% | | Operating Adjusted EBITDA | 126,399 | 274,576 | -54.0% | | Total Adjusted EBITDA | (542,797) | 123,870 | Shift to loss | - The net loss of **$772.3 million** was primarily due to write-downs of **$510.0 million** related to equity investment in Freedom VCM Holdings LLC and loan receivable from Vintage Capital Management, and impairment of goodwill and other intangible assets of **$105.4 million**[11](index=11&type=chunk) - Total debt decreased to **$1.77 billion** at year-end 2024 from **$2.36 billion** at year-end 2023, while net debt increased to **$1.06 billion** from **$0.76 billion**[12](index=12&type=chunk) - Cash, cash equivalents, and restricted cash **increased 13.7% to $255.4 million**, but total investments **decreased 67.3% to $432.6 million** at year-end 2024[12](index=12&type=chunk) [Preliminary Condensed Consolidated Balance Sheets](index=7&type=section&id=3.2%20Preliminary%20Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2024, total assets significantly decreased by 70.7% to $1.78 billion, and total liabilities decreased by 60.8% to $2.24 billion, resulting in a shift from equity to a total equity deficit of $(456.0) million. Key changes include a 65.1% decrease in securities and other investments owned and an 83.1% decrease in loans receivable Preliminary Condensed Consolidated Balance Sheets (Selected Items) as of December 31 | Asset/Liability | 2024 ($ thousands) | 2023 ($ thousands) | Change (YoY) | | :---------------------------------------- | :----------------- | :----------------- | :----------- | | Total assets | 1,783,263 | 6,080,604 | -70.7% | | Total liabilities | 2,239,279 | 5,721,038 | -60.8% | | Total equity (deficit) | (456,016) | 359,566 | Shift to deficit | | Cash and cash equivalents | 154,877 | 222,690 | -30.4% | | Restricted cash | 100,475 | 1,875 | +5258.7% | | Securities and other investments owned, at fair value | 282,325 | 809,049 | -65.1% | | Loans receivable, at fair value | 90,103 | 532,419 | -83.1% | | Goodwill | 423,136 | 466,638 | -9.4% | | Other intangible assets, net | 146,885 | 198,245 | -25.9% | | Senior notes payable, net | 1,530,561 | 1,668,021 | -8.3% | [Preliminary Consolidated Statement of Operations](index=9&type=section&id=3.3%20Preliminary%20Consolidated%20Statement%20of%20Operations) For the twelve months ended December 31, 2024, total revenues decreased by 42.8% to $838.6 million, leading to an operating loss of $(475.7) million compared to an operating income in 2023. The company reported a net loss of $(774.9) million, significantly higher than the previous year, with diluted loss per common share at $(25.46) Preliminary Consolidated Statement of Operations (Selected Items) for Twelve Months Ended December 31 | Metric | 2024 ($ thousands) | 2023 ($ thousands) | Change (YoY) | | :---------------------------------------- | :----------------- | :----------------- | :----------- | | Total revenues | 838,597 | 1,465,777 | -42.8% | | Operating expenses | 1,314,335 | 1,369,726 | -4.0% | | Operating (loss) income | (475,738) | 96,051 | Shift to loss | | Loss from continuing operations | (900,854) | (160,161) | Increased loss | | Income from discontinued operations, net of income taxes | 125,915 | 54,530 | +131.0% | | Net loss | (774,939) | (105,631) | Increased loss | | Net income (loss) available to common shareholders | (772,334) | (107,967) | Increased loss | | Basic and diluted income (loss) per common share | (25.46) | (3.69) | Increased loss | [Preliminary Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations](index=11&type=section&id=3.4%20Preliminary%20Adjusted%20EBITDA%20and%20Operating%20Adjusted%20EBITDA%20Reconciliations) For the full year 2024, Adjusted EBITDA shifted to a loss of $(542.8) million from a positive $123.9 million in 2023. Operating Adjusted EBITDA decreased by 54.0% to $126.4 million Preliminary Adjusted EBITDA and Operating Adjusted EBITDA for Twelve Months Ended December 31 | Metric | 2024 ($ thousands) | 2023 ($ thousands) | Change (YoY) | | :------------------------ | :----------------- | :----------------- | :----------- | | Adjusted EBITDA | (542,797) | 123,870 | Shift to loss | | Operating Adjusted EBITDA | 126,399 | 274,576 | -54.0% | [Preliminary Operating Revenues Reconciliation](index=12&type=section&id=3.5%20Preliminary%20Operating%20Revenues%20Reconciliation) Operating revenues for the full year 2024 were $1.24 billion, a 14.5% decrease from $1.45 billion in 2023, reflecting adjustments for trading loss and fair value changes on loans Preliminary Operating Revenues for Twelve Months Ended December 31 | Metric | 2024 ($ thousands) | 2023 ($ thousands) | Change (YoY) | | :--------------- | :----------------- | :----------------- | :----------- | | Total revenues | 838,597 | 1,465,777 | -42.8% | | Operating revenues | 1,242,402 | 1,453,114 | -14.5% | [Preliminary Total Investments and Net Debt](index=13&type=section&id=3.6%20Preliminary%20Total%20Investments%20and%20Net%20Debt) As of December 31, 2024, total investments decreased by 67.3% to $432.6 million, while total debt decreased by 24.7% to $1.77 billion. Net debt, however, increased by 39.5% to $1.06 billion Preliminary Total Investments and Net Debt as of December 31 | Metric | 2024 ($ thousands) | 2023 ($ thousands) | Change (YoY) | | :---------------------------------------- | :----------------- | :----------------- | :----------- | | Total investments | 432,616 | 1,323,969 | -67.3% | | Total debt | 1,774,340 | 2,356,364 | -24.7% | | Net debt | 1,055,659 | 756,496 | +39.5% | Preliminary Financial Results - Fourth Quarter 2024 (Unaudited) [Summary of Key Financial Results](index=4&type=section&id=4.1%20Summary%20of%20Key%20Financial%20Results) For the fourth quarter of 2024, B. Riley Financial reported a net income available to common shareholders of $0.9 million, a significant improvement from a net loss of $91.6 million in Q4 2023. However, operating adjusted EBITDA from continuing operations decreased by 63.6% to $21.5 million Preliminary Fourth Quarter 2024 Key Financials vs. 2023 | Metric | Q4 2024 ($ thousands) | Q4 2023 ($ thousands) | Change (YoY) | | :-------------------------------- | :-------------------- | :-------------------- | :----------- | | Net income (loss) available to common shareholders | 877 | (91,638) | Shift to income | | Basic income (loss) per common share | 0.03 | (3.03) | Shift to income | | Diluted income (loss) per common share | 0.03 | (3.03) | Shift to income | | Operating Adjusted EBITDA from continuing operations | 21,489 | 59,091 | -63.6% | Additional Updates & Financing [Oaktree Capital Management Financing](index=4&type=section&id=5.1%20Oaktree%20Capital%20Management%20Financing) B. Riley Financial amended its senior secured credit agreement with Oaktree Capital Management in February 2025, enhancing flexibility. This includes a new $100 million investment basket for transactions, an increased $30 million investment basket for parent company investments, and the ability to deploy up to $25 million in cash for unsecured note repurchases - The Company **amended its senior secured credit agreement** with funds managed by Oaktree Capital Management in **February 2025** to provide **incremental flexibility**[13](index=13&type=chunk)[16](index=16&type=chunk) - The amendment includes a **new investment basket** that enables an **incremental $100 million** to facilitate transactions using the Company's balance sheet[16](index=16&type=chunk) - A **$30 million investment basket** for parent company investments was **upsized from $20 million**, and the company gained the ability to **deploy up to $25 million of cash** to reduce other indebtedness through potential repurchases of its unsecured notes[16](index=16&type=chunk) Disclaimers & Non-GAAP Measures [Note Regarding Use of Non-GAAP Financial Measures](index=6&type=section&id=6.1%20Note%20Regarding%20Use%20of%20Non-GAAP%20Financial%20Measures) B. Riley Financial utilizes non-GAAP financial measures such as Adjusted EBITDA, Operating Adjusted EBITDA, and Net Debt to provide investors and management with additional insights into the company's capital resources, operating performance, revenues, and cash flow. These measures are presented as supplementary information and should not be considered a substitute for GAAP financial measures - B. Riley Financial uses **non-GAAP financial measures** (e.g., Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Operating Revenues, Investment Gains (Losses), Total Investments, and Net Debt) to provide a basis for measuring the Company's **available capital resources, operating performance, revenues, and cash flow**[24](index=24&type=chunk) - Management uses these non-GAAP measures in evaluating operating performance, compensation, capital resources, and cash flow, but they should **not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP**[24](index=24&type=chunk) [Forward-Looking Statements](index=6&type=section&id=6.2%20Forward-Looking%20Statements) This press release contains forward-looking statements based on management's current expectations and assumptions, which are subject to various known and unknown risks and uncertainties. These factors could materially and negatively affect the company's business, operating results, financial condition, and stock price, and readers are cautioned against undue reliance on them - Statements in this press release that are not historical facts are **forward-looking statements**, based on management's current expectations and assumptions, and are subject to **risks and uncertainties**[25](index=25&type=chunk) - If such risks or uncertainties materialize or assumptions prove incorrect, the company's business, operating results, financial condition, and stock price could be **materially negatively affected**[25](index=25&type=chunk) - Readers should **not place undue reliance** on forward-looking statements, which speak only as of their date, and the Company assumes no duty to update them except as required by law[25](index=25&type=chunk) [Footnotes](index=5&type=section&id=6.3%20Footnotes) The footnotes provide detailed definitions for key financial terms used throughout the report, particularly for non-GAAP measures such as Operating Revenues, Investment Gains (Losses), Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Total Investments, and Net Debt, clarifying their components and calculation methodologies - **Operating Revenues** is defined as the sum of service and fees, interest income (loans and securities lending), fixed income spread, and sales of goods[17](index=17&type=chunk) - **Adjusted EBITDA** includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of loans, gain on bargain purchase, impairment of goodwill and tradenames, and transaction related and other costs[19](index=19&type=chunk) - **Net Debt** is defined as the sum of term loans, senior notes payable, revolving credit facility, and notes payable, net of cash and cash equivalents, restricted cash, due from clearing brokers, and Total Investments[22](index=22&type=chunk)