SENIOR NOTES PAYABLE

3 Months Ended

Mar. 31, 2026

Senior notes payable, net, are comprised of the following:


	Effective Interest Rate		March 31, 2026		December 31, 2025
Senior Notes Payable, Net of Debt Discount:
5.50% Senior notes due March 31, 2026	—		$	—	$	101,523
6.50% Senior notes due September 30, 2026	6.82	%	166,899		178,242
5.00% Senior notes due December 31, 2026	5.57	%	169,953		176,772
8.00% New Notes due January 1, 2028	0.00	%	268,016		268,016
6.00% Senior notes due January 31, 2028	6.50	%	208,497		213,989
5.25% Senior notes due August 31, 2028	5.78	%	358,125		363,256


Total Senior Notes Payable, Net			$	1,171,490	$	1,301,798

As of March 31, 2026 and December 31, 2025, the senior notes had a weighted average interest rate of 5.61% and 5.60%, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes totaled $15,004 and $21,654 during the three months ended March 31, 2026 and 2025, respectively.

The senior notes are unsecured obligations and are not secured by any of the Company’s or its subsidiaries’ assets and therefore are effectively subordinated to any existing and future secured indebtedness to the extent of the collateral securing such indebtedness.

During the three months ended March 31, 2026, the Company completed a series of Section 3(a)(9) Exchanges with the Investor whereby the Company exchanged an aggregate principal amount of $36,089, of which $33,192 related to troubled debt restructurings, for an aggregate 4,553,866 of the Company’s common stock valued at approximately $33,500

based on stock prices ranging from $6.60 to $7.88 per share on the respective settlement dates. The Investor owns more than five percent of the Company’s common stock. As a result of the exchanges, the carrying value was reduced by $36,210 which was extinguished and the Company recorded a net gain on the extinguishment of debt of $2,621 in the “Gain (loss) on extinguishment of debt” line item in the accompanying condensed consolidated statements of operations. The gain on the extinguishment of debt was comprised of a troubled debt restructuring gain of $2,704, offset by a loss on extinguishment of $83 for the three months ended March 31, 2026.

On March 10, 2026, the Company repurchased $4,293 of the 5.00% Senior Notes due December 31, 2026 from the open market for $4,035. The repurchase was accounted for as a debt extinguishment, and the Company recognized a gain of $269 in the “Gain (loss) on extinguishment of debt” line item in the accompanying condensed consolidated statements of operations during the period.

On March 30, 2026, the Company redeemed all of the $95,991 of issued and outstanding 5.50% Senior Notes due March 31, 2026 (the “5.50% 2026 Notes”). The redemption price was equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the redemption date. In connection with the full redemption, the 5.50% 2026 Notes, which were listed on Nasdaq under the ticker symbol “RILYK,” were delisted from Nasdaq and ceased trading on the redemption date.

On March 26, 2025, the Company completed a private exchange transaction with an institutional investor pursuant to which the investor exchanged senior notes for the New Notes, whereupon the exchanged notes were cancelled. The Company recorded a gain on the debt restructuring of $10,532 in the “Gain on senior note exchange” line item in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2025. The exchange represented a troubled debt restructuring.

The New Notes were issued pursuant to an indenture, dated as of March 26, 2025 (the “New Notes Indenture”), governing the issuance of New Notes dated March 26, 2025, April 7, 2025, May 21, 2025, June 30, 2025, and July 11, 2025 for the five private exchange transactions during 2025, between the Company, certain subsidiaries of the Company, as guarantors, and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee and collateral agent, and the New Notes are unconditionally guaranteed jointly and severally by all direct and indirect wholly-owned restricted subsidiaries of the Company, subject to certain excluded subsidiaries (collectively, the “Guarantors”). The New Notes are secured on a second lien basis, junior to the obligations under the Company’s Credit Facility, by substantially all of the assets of the Company and the Guarantors.

The New Notes mature on January 1, 2028 and accrue interest at a rate of 8.00% per annum, payable semi-annually in arrears on April 30 and October 31, beginning on October 31, 2025. The Company is required to pay default interest of 8.00% on accrued interest if the Company fails to pay interest when due.

The Company has the right to redeem the New Notes at any time, in whole or in part. If the New Notes are redeemed, including by a tender offer, the Company may repay the New Notes at principal plus accrued and unpaid interest if any, but excluding the redemption date.

The New Notes include a change of control provision, where the holders of the New Notes have the right to require the Company to repurchase all or a portion of the New Notes at a purchase price, in cash, equal to 101% of the principal amount thereof, plus accrued and unpaid interest if the Company does not exercise its redemption option.

The New Notes also contain certain other events of default that could result in an acceleration of the Company’s obligations under the New Notes.

In addition, if the Company or its restricted subsidiaries engage in certain asset sales and do not invest such proceeds or permanently reduce certain debt within a specified period of time, the Company may be required to use a portion of the proceeds of such asset sales above a specified threshold to make an offer to purchase the New Notes at a price equal to 100% of the principal amount of the New Notes being purchased, plus accrued and unpaid interest.

The New Notes Indenture contains certain covenants that, among other things, limit the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests.

In connection with the issuance of warrants in conjunction with the private exchange transactions during 2025 (further described in Note 22 - Stockholder’s Equity), the Company entered into registration rights agreements with the investors, pursuant to which the Company granted such investors (i) certain shelf registration rights whereby the Company will register resales of the shares of Common Stock issued upon exercise of the warrants and (ii) certain piggyback registration rights, in each case subject to the terms and conditions set forth in the registration rights agreements. The Company registered the shares of Common Stock underlying such warrants pursuant to a Registration Statement on Form S-1 (which was subsequently amended by a Post-Effective Amendment) and declared effective by the Securities and Exchange Commission in April 2026.