Business Context and Reporting Period
This Form 8-K is filed by B. Riley Financial, Inc. (not BRC Group Holdings, Inc.) on August 20, 2025. The report addresses a regulatory compliance issue regarding the timely filing of periodic financial reports with the SEC and Nasdaq.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory status and filing deadlines rather than financial performance data.
Material Changes and Compliance Status
- Delisting Notice: The Company received a notice from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to a delay in filing the Form 10-Q for the period ended June 30, 2025.
- Delinquent Filings: The Company is currently delinquent on the following reports:
- Form 10-K for the year ended December 31, 2024.
- Form 10-Q for the period ended March 31, 2025.
- Form 10-Q for the period ended June 30, 2025.
- Compliance Exception: Nasdaq has granted an exception until September 29, 2025 to file the delinquent reports.
- Required Update: The Company must submit an update to its compliance plan by September 4, 2025.
Guidance, Outlook, and Management Commentary
Management expects to file the 2024 Form 10-K shortly. The Form 10-Qs for the periods ended March 31, 2025, and June 30, 2025, are expected to be filed 30 to 45 days after the 10-K submission. A press release announcing the receipt of the Nasdaq notice was issued on August 22, 2025.
Investor Verification Checklist
- Verify the exact filing date of the 2024 Form 10-K to ensure it meets the September 29, 2025 deadline.
- Monitor the submission of the compliance plan update due to Nasdaq by September 4, 2025.
- Confirm the status of the Company's securities (RILY, RILYP, RILYL, RILYG, RILYK, RILYN, RILYZ, RILYT) on the Nasdaq Global Market following the delisting notice.
- Review the attached press release (Exhibit 99.1) for additional details on the Company's response to the notice.