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SCHEDULE 13D/A 0001207269 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 par value 03/03/2025 false 0001464790 05580M108 B. Riley Financial, Inc. 11100 Santa Monica Blvd Suite 800 Los Angeles CA 90025 Bryant R. Riley 818 884-3737 11100 Santa Monica Boulevard, Suite 800 Los Angeles CA 90025 0001207269 N Bryant R. Riley PF N X1 7041164.00 0.00 7041164.00 0.00 7041164.00 N 23 IN Box 13 is based on a total of 30,497,066 Shares (as defined below) of the Issuer outstanding as of February 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on February 21, 2025. Common Stock, par value $0.0001 par value B. Riley Financial, Inc. 11100 Santa Monica Blvd Suite 800 Los Angeles CA 90025 This Amendment No. 3 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on June 30, 2014, as amended by the Amendment No. 1 filed with the SEC on August 16, 2024 and Amendment No. 2 filed with the SEC on October 30, 2024 (as so amended, the "Schedule 13D"), relating to the Common Stock, par value $0.0001 per share (the "Common Stock" or "Shares"), of B. Riley Financial, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. Item 4 is amended to add the following: On March 3, 2025, Bryant R. Riley submitted a letter (the "Letter") to the Board of Directors of the Company announcing that he is suspending his pursuit of the proposed "going private" transaction to focus on continuing to work together to help the Company succeed. As of the date hereof, Bryant R. Riley beneficially owns 6,844,926 shares of Common Stock, representing 22.4% of the Issuer's Common Stock outstanding, based on a total of 30,497,066 Shares of the Issuer outstanding as of February 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on February 21, 2025. Bryant R. Riley may be deemed to indirectly beneficially own 196,238 shares of Common Stock representing 0.6% of the Issuer's Common Stock outstanding on February 19, 2025, of which (i) 17,538 are held as sole custodian for the benefit of Abigail Riley, (ii) 17,538 are held as sole custodian for the benefit of Charlie Riley, (iii) 17,537 are held as sole custodian for the benefit of Eloise Riley, (iv) 17,538 are held as sole custodian for the benefit of Susan Riley, and (v) 126,087 are held by B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley. The shares of Common Stock previously reported as being held by the Robert Antin Children Irrevocable Trust were transferred to a different entity and as such, Bryant R. Riley is no longer deemed to have voting or dispositive power over the shares. The information in Item 5(a) is incorporated by reference herein. There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the date hereof. None. Not applicable. The information with respect to the Letter in Item 4 is incorporated by reference herein. Exhibit 1 - Letter to the Board of Directors by the Reporting Person (filed herewith). Bryant R. Riley /s/ Bryant R. Riley Bryant R. Riley 03/03/2025