UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Emerging growth company
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
As previously announced, on January 1, 2026, B. Riley Financial, Inc. (now BRC Group Holdings, Inc., the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”) to change the Company’s corporate name from B. Riley Financial, Inc. to BRC Group Holdings, Inc., effective on such date. A copy of the Amended Certificate is attached as Exhibit 3.1 hereto and incorporated by reference. The Amended Certificate also amends our Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock and our Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock.
In connection with our name change, the Company’s Board of Directors approved the amendment of the Company’s by-laws to reflect the new corporate name also effective on January 1, 2026. No other changes were made to the Company’s by-laws. A copy of Amendment No. 2 to the Company’s Amended and Restated By-laws reflecting this amendment is attached as Exhibit 3.2 hereto and incorporated by reference.
In addition, the Company entered into the Eighth Supplemental Indenture, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of January 1, 2026 (the “Eighth Supplemental Indenture”), to amend the Company’s name in (i) its Indenture, dated as of May 7, 2019, as supplemented by the First Supplemental Indenture, dated as of May 7, 2019, the Second Supplemental Indenture, dated as of September 23, 2019, the Third Supplemental Indenture, dated as of February 12, 2020, the Fourth Supplemental Indenture, dated as of January 25, 2021, the Fifth Supplemental Indenture, dated as of March 29, 2021, the Sixth Supplemental Indenture, dated as of August 6, 2021 and the Seventh Supplemental Indenture, dated as of December 3, 2021 and (ii) in its publicly traded senior notes, including the Company’s 5.00% Senior Notes due 2026, 5.50% Senior Notes due 2026, 6.50% Senior Notes due 2026, 5.25% Senior Notes due 2028 and 6.00% Senior Notes due 2028. A copy of the Eighth Supplemental Indenture is attached hereto as Exhibit 3.3 hereto and incorporated by reference.
The Company’s shares of common stock and preferred stock, and the Company’s senior notes, will continue to trade on The NASDAQ Stock Market under the same ticker symbols as previously used. Outstanding stock certificates for shares of the Company’s stock are not affected by the name change; they continue to be valid and need not be exchanged.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated as of January 1, 2026. | |
| 3.2 | Amendment No. 2 to Amended and Restated By-laws, dated as of January 1, 2026. | |
| 3.3 | Eighth Supplemental Indenture, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, dated as of January 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) | ||
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | EVP & CFO | |
Date: January 2, 2026
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