Core Viewpoint - BRC Group Holdings, Inc. has announced the full redemption of its 5.50% Senior Notes due 2026, amounting to $95,990,500, effective March 30, 2026, with the redemption price being 100% of the principal plus accrued interest [1]. Company Overview - BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.) operates as a diversified holding company involved in financial services, telecom, and retail, as well as investments in equity, debt, and venture capital [1]. - The company's financial services platform offers customized solutions for small cap and middle market companies throughout their enterprise life cycle, including capital markets, sales, trading, research, merchant banking, M&A, and restructuring [1]. - BRC's wealth management division provides services such as brokerage, investment management, insurance, and tax preparation [1]. - The telecom segment offers consumer and business services, including traditional and mobile phone services, internet and data, security, and email [1]. - Retail operations focus on mobile computing accessories and home furnishings [1].

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 Insights - The article discusses the potential risks associated with investing in companies that exhibit strong earnings growth and positive forecasts, particularly when unexpected accounting or reporting issues arise [1]. Group 1: Company Insights - The focus is on companies with significant earnings growth and forecasts that suggest a transformative financial trajectory for investors [1]. - The article highlights the importance of due diligence in investment decisions, especially in light of potential regulatory scrutiny and accounting issues that can impact perceived company value [1]. Group 2: Industry Insights - The investment landscape is characterized by high-yield opportunities, with a focus on sustainable income strategies that target a safe yield of over 9% [1]. - The article emphasizes the role of community and education in investment strategies, suggesting that investors should not navigate the market alone [1].

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].

Core Insights - RF Industries Ltd reported better-than-expected fourth-quarter financial results, leading to a significant rise in its share price during pre-market trading [1][2]. Financial Performance - The company reported fourth-quarter net sales of $22.7 million, which represents a 23% increase from $18.5 million in the same quarter of the previous year and a 15% increase from $19.8 million in the third quarter of fiscal 2025 [2]. - Non-GAAP net income for the fourth quarter was $2.1 million, or 20 cents per diluted share, compared to $394,000, or 4 cents per share, in the fourth quarter of 2024 [2]. Market Reaction - RF Industries shares jumped 21.4% to $8.76 in the pre-market trading session following the announcement of its financial results [2].

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]

Economic Data and Market Reactions - Retail sales were flat in October, slightly below economists' expectations of a 0.1% increase, with analysts suggesting potential distortion due to slow data collection from a recent government shutdown [1][8] - Nonfarm payrolls increased by 64,000 jobs in November, following a decline in October, while the unemployment rate rose to 4.6% amid economic uncertainty linked to President Trump's trade policies [8] - Investors are anticipating interest rate cuts of at least 58 basis points next year, significantly higher than the 25 basis points indicated by the Federal Reserve [8] Stock Market Performance - The Dow Jones Industrial Average fell by 302.30 points (0.62%) to 48,114.26, while the S&P 500 lost 16.25 points (0.24%) to 6,800.26, and the Nasdaq Composite gained 54.05 points (0.23%) to 23,111.46 [8] - Eight of the 11 S&P 500 major industry sectors closed down, with energy stocks leading the decline, falling nearly 3%, and crude prices reaching their lowest level since 2021 [5][8] - Health stocks decreased by 1.28%, with Pfizer slipping 3.4% due to forecasts of challenging sales in 2026, and Humana falling 6% after announcing leadership changes [8] Notable Company Movements - Comcast shares rose by 5.4% following speculation about potential involvement from an activist investor [6][8] - B. Riley's stock surged by 53.8% after reporting a profit for the second quarter, contrasting with a loss in the previous year [8] - Nasdaq has submitted paperwork to the U.S. Securities and Exchange Commission for round-the-clock trading of stocks, following similar announcements from the New York Stock Exchange and Cboe Global Markets [6][8] Market Breadth and Trading Volume - On the NYSE, declining issues outnumbered advancers by a ratio of 1.63-to-1, with 127 new highs and 88 new lows recorded [7][8] - The Nasdaq saw 2,064 stocks rise and 2,596 fall, with a declining issues to advancers ratio of 1.26-to-1 [7][8] - Total trading volume on U.S. exchanges was 16.70 billion shares, slightly below the 20-day average of 16.99 billion shares [9]

SRx Health Solutions - SRx Health Solutions has entered into a definitive agreement to acquire EMJ Crypto Technologies, marking a strategic shift towards a digital-asset treasury platform [1] - The acquisition is expected to close in the first quarter of 2026, pending shareholder approval, with the combined entity operating under the EMJX name [1] - EMJX's "Gen2" treasury framework emphasizes multi-asset exposure and systematic risk controls, reflecting the evolution of digital-asset treasuries towards institutional-grade capital discipline [2] Leadership and Technology - Eric M. Jackson, founder of EMJX, is set to become the CEO and Chairman of the combined company, indicating a strong leadership focus [3] - The platform's risk-aware design is supported by EMJX's proprietary Quantitative AI and Machine Learning Engine, aimed at compounding treasury capital while minimizing shareholder dilution [3] Xeriant - Xeriant has consolidated its development efforts under the Factor X Research Group, led by Brig. Gen. (Ret.) Blaine D. Holt, to streamline development across various advanced technologies [4] - The company is preparing its NEXBOARD™ eco-composite panel for formal certification testing, indicating progress towards commercial qualification [5] - Xeriant's transition into a product-level execution phase reflects a strategy seen in successful companies that combine technical innovation with disciplined commercialization [6] B. Riley Financial - B. Riley Financial reported a net income of $137.5 million for Q2 2025, a significant recovery from the previous year's loss, and is working towards restoring reporting consistency [7] - The quarter's performance was bolstered by gains from the sale of GlassRatner and senior note exchanges, alongside a reduction in total debt by approximately $314 million since year-end 2024 [8] - The timely filing of its Form 10-Q is expected to enhance investor confidence, shifting the company's narrative from remediation to normalization [9] AMC Robotics Corporation - AMC Robotics has reached a new 52-week high on record volume following its SPAC merger, becoming a focal point in the robotics sector [11] - The company's low public float and recent Nasdaq listing have contributed to increased volatility and interest from momentum-driven traders [12] - AMC Robotics is positioned at the intersection of sector momentum and speculative interest, facing the challenge of translating early attention into sustained operational validation [13]