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LOANS RECEIVABLE, AT FAIR VALUE | 6 Months Ended
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Jun. 30, 2026
Debt Disclosure [Abstract] |
LOANS RECEIVABLE, AT FAIR VALUE | LOANS RECEIVABLE, AT FAIR VALUE Loans receivable consist of the following:
|  |  | At Fair Value |  | Outstanding Principal Balance, Net of Discounts |  | Outstanding Principal Balance in Excess of Fair Value
| Maturity |  | June 30, |  | December 31, |  | June 30, |  | December 31, |  | June 30, |  | December 31,
| Dates |  | 2026 |  | 2025 |  | 2026 |  | 2025 |  | 2026 |  | 2025
Related Party Loans Receivable: |  |  |  |  |  |  |  |  |  |  |  |  |
Vintage Capital Management, LLC | December 2027 |  | n/a |  | $ | 1,835 |  |  | n/a |  | $ | 224,968 |  |  | n/a |  | $ | 223,133 |
Conn’s, Inc. | February 2027 |  | n/a |  | — |  |  | n/a |  | 70,425 |  |  | n/a |  | 70,425 |
Torticity, LLC | November 2026 |  | — |  |  | — |  |  | 16,333 |  |  | 16,333 |  |  | 16,333 |  |  | 16,333 |
Other related party loans | Various through August 2027 |  | 1,035 |  |  | 1,000 |  |  | 1,164 |  |  | 1,164 |  |  | 129 |  |  | 164 |
Total related party loans receivable |  |  | 1,035 |  |  | 2,835 |  |  | 17,497 |  |  | 312,890 |  |  | 16,462 |  |  | 310,055 |
XBP Americas, LLC | September 2026 |  | 15,041 |  |  | 21,415 |  |  | 15,164 |  |  | 21,731 |  |  | 123 |  |  | 316 |
Norlin EV Limited | December 2025 |  | n/a |  | 10 |  |  | n/a |  | 1,233 |  |  | n/a |  | 1,223 |
Enovum NC-1 Venture, LLC, a subsidiary of a public AI Infrastructure company | August 2026 |  | 19,794 |  |  | — |  |  | 20,000 |  |  | — |  |  | 206 |  |  | — |
Other loans receivable | Various |  | 2,932 |  |  | 2,043 |  |  | 8,844 |  |  | 7,845 |  |  | 5,912 |  |  | 5,802 |
Total loans receivable |  |  | $ | 38,802 |  |  | $ | 26,303 |  |  | $ | 61,505 |  |  | $ | 343,699 |  |  | $ | 22,703 |  |  | $ | 317,396 |
The Company has elected to measure loans at fair value to provide management with a more relevant representation for evaluating risk, performance reporting, market conditions and economic events in earnings on a more timely basis and to provide reporting of the current value of those assets in the accompanying unaudited condensed consolidated balance sheets. During the three months ended June 30, 2026 and 2025 the Company recorded realized and unrealized gains of $4,245 and $800, respectively, and net realized and unrealized gains and (losses) of $10,790 and $(7,296) during the six months ended June 30, 2026 and 2025, respectively, on loans receivable at fair value. Net realized and unrealized gains and losses on loans receivable are reflected in the “Fair value adjustments on loans” line item in the accompanying unaudited condensed consolidated statements of operations. Loans receivable at fair value on non-accrual and 90 days or greater past due was zero and $1,835, which represented approximately zero and 7.0% of total loans receivable at fair value as of June 30, 2026 and December 31, 2025, respectively. The principal balances of loans receivable on non-accrual and 90 days or greater past due was $21,276 and $320,285 as of June 30, 2026 and December 31, 2025, respectively. Interest income for loans receivable on non-accrual and/or 90 days or greater past due is recognized separately from the “Fair value adjustments on loans” line item in the accompanying unaudited condensed consolidated statements of operations. The amount of gains (losses) included in earnings attributable to changes in instrument-specific credit risk was $2,155 and $800 during the three months ended June 30, 2026 and 2025, respectively, and $2,008 and $(7,296) for the six months ended June 30, 2026 and 2025, respectively. The gains or losses attributable to changes in instrument-specific risk were determined by management based on an estimate of the fair value change during the period specific to each loan receivable. The Company may periodically provide limited guarantees to third parties for loans that are made to investment banking and lending clients. As of June 30, 2026, the Company has outstanding limited guarantee arrangements with respect to B&W as further described in Note 26(b) - Babcock & Wilcox Commitments and Guarantees. In accordance with the credit loss standard, the Company evaluates the need to record an allowance for credit losses for these loan guarantees since they have off-balance sheet credit exposures. On June 18, 2025, an amendment was made to the Axos Guaranty, as defined in Note 26 - Commitments and Contingencies, whereby the Company’s obligations as guarantor were suspended until January 1, 2027. On February 25, 2026, the Axos Guaranty was terminated and is of no further force and effect as further discussed in Note 26 - Commitments and Contingencies - (b) Babcock & Wilcox Commitments and Guarantees. Vintage Capital Management, LLC Loan Receivable On August 21, 2023, one of the Company’s subsidiaries and Vintage Capital Management, LLC (“VCM”), an affiliate of Brian Kahn (“Mr. Kahn”), amended and restated a promissory note (the “Amended and Restated Note”), pursuant to which VCM owes the Company’s subsidiary the aggregate principal amount of $200,506, which bears interest at the rate of 12.00% per annum paid-in-kind with a maturity date of December 31, 2027. The Amended and Restated Note requires repayments prior to the maturity date from certain proceeds received by VCM, Mr. Kahn or his affiliates from, among other proceeds, distributions or dividends paid by Freedom VCM, Inc. (“Freedom VCM”) in an amount equal to the greater of (i) 80% of the net after-tax proceeds, and (ii) 50% of gross proceeds. Amounts owing under the Amended and Restated Note may be repaid at any time without penalty. The obligations under the Amended and Restated Note are primarily secured by a first priority perfected security interest in Freedom VCM equity interests owned by Mr. Kahn, the chief executive officer (“CEO”) and a member of the board of directors of Freedom VCM as of December 31, 2023, and his spouse with a value, based on the transaction price of the take private transaction that included the acquisition of FRG by a buyer group that included members of senior management of FRG, led by Mr. Kahn, FRG’s then CEO (the “FRG take-private transaction”), of $227,296 as of August 21, 2023. On January 22, 2024, Mr. Kahn resigned as CEO and a member of the board of directors of Freedom VCM. On November 3, 2024, Freedom VCM filed voluntary petitions for relief under Chapter 11 (“Chapter 11 Cases”) of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code”), which impacted the collateral for this loan receivable. To the extent the loan balance and accrued interest exceed the underlying collateral value of the loan, an unrealized loss will be recorded in the accompanying unaudited condensed consolidated statements of operations. On a quarterly basis, the Company will continue to obtain third party appraisals to evaluate the value of the collateral of the loan since the repayment of the loan and accrued interest will be paid primarily from the cash distributions from Freedom VCM or foreclosure on the underlying collateral. On June 1, 2025, the United States Bankruptcy Court for the District of Delaware entered an Order Confirming the Ninth Amended Joint Chapter 11 Plan of Franchise Group, Inc. and its affiliated debtors (the “FRG Plan”). Under the FRG Plan, all equity interests and claims related thereto were cancelled and such equity interest holders, including Freedom VCM as an equity holder of Franchise Group, Inc., will not receive any property or distributions under the FRG Plan. As a result of the FRG Plan, the Company does not expect to receive any proceeds or distributions from the Freedom VCM equity interests owned by Mr. Kahn and his spouse that collateralize the VCM loan receivable. On September 29, 2025, the SEC filed a complaint in the U.S. District Court for the District of New Jersey against Prophecy Asset Management LP (“Prophecy”), Prophecy’s CEO, and Mr. Kahn alleging violations of certain of the antifraud provisions of federal securities laws. On November 10, 2025, news reports and a court filing by the U.S. Attorney’s Office for the District of New Jersey indicated that the U.S. Attorney’s Office has charged Kahn with securities fraud in connection with his activities as a Prophecy sub-adviser. On December 10, 2025, Mr. Kahn pleaded guilty to one count of conspiracy to commit securities fraud. Mr. Kahn is awaiting sentencing. In February 2026, the Company collected proceeds of $1,855 on the loan receivable from the sale of all of the collateral that the Company held for the Vintage loan. No additional collections are expected on the loan receivable. Conn’s, Inc. Loan Receivable On December 18, 2023, W.S. Badcock Corporation, a Florida corporation was sold by Freedom VCM to Conn’s, Inc. (“Conn’s”) whereby the Company loaned Conn’s $108,000 pursuant to the “Conn’s Term Loan” which bears interest at an aggregate rate per annum equal to the Term Secured Overnight Financing Rate (“SOFR”) Rate (as defined in the Conn’s Term Loan), subject to a 4.80% floor, plus a margin of 8.00% and matures on February 20, 2027. Future collection of the Conn’s loan receivable is expected to be paid from the sale of assets and servicing of a pool of consumer receivables that serve as collateral for the loan where the Company has a second lien on these assets. On July 23, 2024, Conn’s and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 Cases of Title 11 of the Bankruptcy Code in the Southern District of Texas. The commencement of the Chapter 11 Cases constitutes an event of default that accelerates the repayment obligations of the loan receivable issued to Conn’s. Any efforts to enforce repayment obligations under the Conn’s loan are automatically stayed as a result of the Chapter 11 Cases and the Company’s rights of enforcement in respect of this loan are subject to the applicable provisions of the Bankruptcy Code. As a result of the Chapter 11 Cases, the Conn’s loan receivable was placed on non-accrual status. The loan had a fair value of zero as of December 31, 2025, and was written off effective January 1, 2026. At the time of the write-off, Conn’s was no longer considered a related party of the Company. During the six months ended June 30, 2026, the Company recovered $8,600 of proceeds from the collateral for the loan receivable which is included in “Fair value adjustments on loans” line item in the accompanying unaudited condensed consolidated statements of operations. Torticity, LLC Loan Receivable On November 2, 2023, B. Riley Principal Investments, LLC (“BRPI”), a wholly owned subsidiary of the Company, along with other lenders, entered into a loan receivable with Torticity, LLC for an aggregate principal amount of $25,000, of which $15,000 was BRPI’s total principal commitment. On November 20, 2023, BRPI transferred the promissory note to B. Riley Commercial Capital, LLC (“BRCC”), another wholly owned subsidiary of the Company. The loan receivable bore interest at 15.00% per annum paid quarterly at 7.50% per annum in cash and 7.50% per annum payment-in-kind to be capitalized and added to the outstanding principal balance. Subsequent to December 31, 2024, there were amendments to the loan. However, the entire loan remained impaired with no fair value at June 30, 2026, and there has been no interest income on the loan receivable during the six months ended June 30, 2026 and all of 2025. XBP Americas, LLC (formerly Exela Technologies, Inc. (“Exela”)) Loans Receivable As of June 30, 2026, the Company had a loan receivable and an accounts receivable facility with XBP Americas, LLC (“XBP Americas”), with fair value balances of $9,430 and $5,611, respectively. As of December 31, 2025, the Company had a loan receivable, accounts receivable facility, and unsecured note with XBP Americas, with fair value balances of $15,459, $1,440, and $4,516, respectively. Exela Loan On February 27, 2023, BRCC loaned Exela Receivables 3 Holdco, LLC (“Holdco”) $31,500, and on August 18, 2023, assigned the loan receivables to BRF Finance Co., LLC, a wholly owned subsidiary of the Company (the “Exela Loan”). The Exela Loan bears interest at a rate equal to Term SOFR plus 7.50%, with interest payable monthly in arrears. The obligations under the Exela Loan are fully and unconditionally guaranteed, on a joint and several basis, by certain subsidiaries of XBP Americas. The loan is secured by liens on substantially all assets of XBP Americas and certain guarantors, including accounts receivable, inventory, cash and deposit accounts, equipment, equity interests in subsidiaries, general intangibles and related assets. The Company’s liens are subordinated to the liens securing XBP Americas’ senior debt facilities. On July 29, 2025, the Company amended the Exela Loan to, among other things, reassign the loan receivable to XBP Americas, a subsidiary under common control with Holdco, as borrower, provide for an option to extend the maturity date, include additional events of default, and require mandatory principal repayments. The borrower exercised this extension option on March 27, 2026, extending the maturity date to September 30, 2026. Pursuant to the amended terms, the borrower is required to make a one-time prepayment of $1,250 on the earlier of (i) sixty days following the fourth and final Monthly Purchase and (ii) the third Business Day following the termination of the Exela AR Facility (as defined below) upon achievement of the applicable collections milestone, which was achieved in January 2026. In addition, commencing February 6, 2026, the borrower is required to make monthly principal payments of $1,000 on the fifth Business Day of each month until the loan is repaid in full. During the three and six months ended June 30, 2026, the borrower made $3,000 and $6,250 of such mandatory principal repayments. As of June 30, 2026 and December 31, 2025, the outstanding principal balance of the Exela Loan was $9,525 and $15,775 , respectively. Exela AR Facility On February 12, 2024, BR Exar, LLC (“BREL”), an affiliate of BRCC, entered into a receivables purchase agreement with Exela BR SPV, a subsidiary under common control with XBP Americas (as subsequently amended, the “Exela AR Facility”), pursuant to which BREL purchased certain existing receivables and future receivables until the achievement of a specified collection milestone. As of December 31, 2025, the Exela AR Facility had an outstanding balance of $1,440, which was repaid in full on January 12, 2026. On December 31, 2025, the Company entered into an unsecured promissory note with Exela in the principal amount of $5,000. The note bore no interest and included an original issue discount of $500. The unsecured promissory note matured on January 21, 2026, following full collection under the Exela AR Facility. The borrower repaid $5,000 to fully extinguish the unsecured promissory note on the maturity date. On January 21, 2026, BREL entered into an amended and restated receivables purchase agreement with certain subsidiaries of XBP Americas (including subsequent amendments, the “Amended Exela AR Facility”). On May 14, 2026, BREL entered into an amendment which increased the aggregate receivables to be purchased by $4,625, for a total amount of up to $24,625 of receivables. In connection with the Amended Exela AR Facility, the Company provided total consideration of $22,623. During the three and six months ended June 30, 2026, the Company collected $8,696 and $18,986 under the Amended Exela AR Facility, respectively, and as of June 30, 2026, $5,639 remained outstanding under the Amended Exela AR Facility. Enovum Loan Receivable On May 26, 2026, the Company purchased from a strategic asset company $20,000 of a Delayed Draw Term Loan Facility and Security Agreement to Enovum, a subsidiary of a public AI infrastructure company. Enovum received consideration of $19,400 and the Company received a Term Loan Note in the amount of $20,000, which included all of the existing rights and obligations of the original lender (the “Enovum Loan”). The Company funded the Enovum Loan on May 27, 2026. This Loan bears interest at a rate of 9.50% per annum, which the borrower may elect to pay in cash or in kind, and steps down to 8.00% per annum upon the occurrence of a defined rate step down event with a maturity date of August 24, 2026, subject to a 30-day extension only upon the written agreement of the borrower, the Company, and the guarantor. In addition to principal and interest, the borrower is obligated to pay a minimum multiple on invested capital amount (the “MOIC”) at maturity, such that the aggregate payments to the Company on the advance are no less than 1.1 multiplied by the stated principal amount of the advance (excluding any original issue discount), or $22,000. The MOIC is not reduced by any prepayment of the loan. The obligations under the Enovum Loan are guaranteed by another subsidiary of the public AI infrastructure company (the “Guarantor”) and secured by a first priority lien and security interest in all of the equity interests of an affiliate of the AI infrastructure company. The guaranty and the collateral are released upon the occurrence of a collateral step down event, defined as the date upon which an affiliate of Enovum obtains term loan B or other permanent financing in respect of the development of Enovum’s data center located in Madison, North Carolina. As of June 30, 2026, the Enovum Loan had a fair value of $19,794 and an unpaid principal balance in excess of fair value of $206. The economic effects of the MOIC and the original issue discount are captured through the periodic remeasurement of the loan to fair value, with the resulting change reported in “Fair value adjustments on loans” in the accompanying unaudited condensed consolidated statements of operations.

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- Definition The entire disclosure for claims held for amounts due to entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/310-10/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482925/835-30-45-2 + Details
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