FOR IMMEDIATE RELEASE
BRC Group Holdings, Inc. Shares Fourth Quarter and Full Year 2025 Preliminary Financial Estimates
Fourth Quarter 2025 Net Income Available to Common Shareholders Expected to be in the Range of
$60.0 Million to $65.4 Million; Fourth Quarter 2025 Adjusted EBITDA Expected to be in the Range of $98.9 Million to $109.4 Million
Full Year 2025 Net Income Available to Common Shareholders Expected to be in the Range of $274.5 Million to $279.9 Million; Full Year 2025 Adjusted EBITDA Expected to be in the Range of $225.8 Million to $236.3 Million
LOS ANGELES, January 29, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) ("BRC" or the "Company"), a diversified holding company, today is providing fourth quarter and full year 2025 preliminary financial estimates for the period ended December 31, 2025.
Fourth Quarter 2025 Highlights
| ● | Strong fourth quarter 2025 preliminary financial estimates were driven by a mix of investment appreciation and consistent performance from the Capital Markets, Wealth, and Communications segments. |
| ● | Net Debt(3) estimated to decline in the fourth quarter 2025 between $72 million and $94 million, and in the full year 2025 between $433 million and $455 million, achieved through asset sales, investment appreciation, cash flow from operations, bond exchanges and purchases. |
| ● | On January 27, 2026, received Nasdaq compliance letter indicating that compliance with the Periodic Filing Rule has been regained. Financial reporting brought current by filing three Form 10-Qs for Q1, Q2 & Q3 2025 between November 2025 and January 2026. |
Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: “Our strong fourth quarter and full year 2025 preliminary financial estimates demonstrate the broad economic contribution produced by our diverse platform of operating companies and investment holdings. The success achieved in 2025 is the result of executing a complex strategy focused on repositioning our balance sheet and operating platform in the first half of the year and delivering strong operating performance in the second half of the year, which has positioned us for 2026 and beyond. The groundwork laid last year also provides a path towards lowering operating costs, including elevated professional fees booked in 2025.
| www.brcgh.com | NASDAQ: RILY | 1 |
“Net Debt is expected to range from $609 million and $631 million at December 31, 2025, compared to peak Net Debt of $1.39 billion at September 30, 2024.
“The strength of our company has always been our people, their agility, and their determination to serve our clients and shareholders – and 2025 demonstrated it. We look forward to sharing our 2025 annual audited results in March.”
BRC Fourth Quarter 2025 Preliminary Unaudited Estimates Summary
| ● | Net income available to common shareholders is expected to range from $60.0 million to $65.4 million, compared to $0.9 million in the fourth quarter 2024. |
| ● | Revenues are expected to range from $271.0 million to $282.5 million, compared to $178.6 million in the fourth quarter 2024. |
| ● | Adjusted EBITDA(1) is expected to range from $98.9 million to $109.4 million, compared to a loss of $(113.8) million in the fourth quarter 2024. |
| ● | Operating Adjusted EBITDA(2) is expected to range from $18.0 million to $21.0 million, compared to $15.2 million in the fourth quarter 2024. |
| ● | Total debt is estimated to be $1.4 billion, with Net Debt expected to range from $609.0 million and $631.0 million as of December 31, 2025, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024. |
| ● | Cash, cash equivalents, and restricted cash are estimated to be $229.0 million as of December 31, 2025, compared to $247.3 million as of December 31, 2024. |
| ● | Securities and other investments owned is expected to range from $443.0 million and $463.0 million as of December 31, 2025, compared to $282.3 million as of December 31, 2024. Total Investments(4) are expected to range from $514.0 million and $536.0 million as of December 31, 2025, compared to $432.6 million as of December 31, 2024. |
| ● | Basic and diluted earnings per common share (EPS) are expected to range from $1.96 and $2.14, compared to $0.03 in the fourth quarter 2024. |
BRC Full Year 2025 Preliminary Unaudited Estimates Summary
| ● | Net income available to common shareholders is expected to range from $274.5 million to $279.9 million, compared to a loss of $(772.3) million in the full year 2024. |
| ● | Revenues are expected to range from $960.2 million to $971.7 million, compared to $746.4 million in the full year 2024. |
| ● | Adjusted EBITDA is expected to range from $225.8 million to $236.3 million, compared to a loss of $(568.3) million in the full year 2024. |
| ● | Operating Adjusted EBITDA is expected to range from $109.6 million to $112.6 million, compared to $100.9 million in the full year 2024. |
| ● | Basic and diluted earnings per common share (EPS) are expected to range from $8.98 and $9.16, compared to a loss of $(25.46) in the full year 2024. |
| www.brcgh.com | NASDAQ: RILY | 2 |
About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, telecom, and retail, and investments in equity, debt and venture capital. Our core financial services platform provides small cap and middle market companies customized end-to-end solutions at every stage of the enterprise life cycle. Our banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business offers wealth management and financial planning services including brokerage, investment management, insurance, and tax preparation. Our telecom businesses provide consumer and business services including traditional, mobile and cloud phone, internet and data, security, and email. Our retail businesses provide mobile computing accessories and home furnishings. BRC deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.
Footnotes
See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. A reconciliation of Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release.
(1) Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs.
(2) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of (a) fixed income and variable rate transaction spread, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of variable rate transaction spread, and (iv) other investment-related expenses.
(3) Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments.
(4) Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, (c) equity investments, and (d) other investments reported in prepaid and other assets.
| www.brcgh.com | NASDAQ: RILY | 3 |
Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of debt, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, share-based compensation and transaction related and other costs, (ii) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income and variable rate transaction spread, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of variable rate transaction spread, and other investment related expenses, (iii) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, equity investments, and other investments reported in prepaid and other assets, (iv) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.
Forward-Looking Statements
Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today’s date. The Company assumes no duty to update forward-looking statements, except as required by law. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s 2024 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended March 31, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025 under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements.
# # #
| www.brcgh.com | NASDAQ: RILY | 4 |
The following selected financial data reflects the unaudited results of operations for the three months and year ended December 31, 2025 and comparable selected financial data for the comparable periods in 2024 reflecting the recasting of financial information for reporting the sale of Glass Ratner in discontinued operations.
BRC GROUP HOLDINGS, INC.
Selected Balance Sheets Totals
(Unaudited)
(Dollars in thousands)
| Preliminary Estimate | ||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Total assets | $ | 1,694,000 | $ | 1,724,000 | $ | 1,783,263 | ||||||
| Total liabilities | $ | 1,834,500 | $ | 1,843,500 | $ | 2,239,279 | ||||||
BRC GROUP HOLDINGS, INC.
Condensed Consolidated Statement of Operations (Loss)
(Unaudited)
(Dollars in thousands, except share and per share data)
| Preliminary Estimate | ||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Total revenues | $ | 271,000 | $ | 282,500 | $ | 178,582 | ||||||
| Total operating expenses | 216,500 | 220,600 | 345,373 | |||||||||
| Other income (expense) | 18,500 | 23,500 | (90,345 | ) | ||||||||
| Income (loss) from continuing operations before income taxes | 73,000 | 85,400 | (257,136 | ) | ||||||||
| Provision for income taxes | (8,000 | ) | (13,000 | ) | (4,210 | ) | ||||||
| Income (loss) from continuing operations | 65,000 | 72,400 | (261,346 | ) | ||||||||
| Income from discontinued operations, net of income taxes | — | — | 255,740 | |||||||||
| Net income (loss) | 65,000 | 72,400 | (5,606 | ) | ||||||||
| Net income (loss) attributable to noncontrolling interests | 3,000 | 5,000 | (8,498 | ) | ||||||||
| Net income attributable to Registrant | 62,000 | 67,400 | 2,892 | |||||||||
| Preferred stock dividends | 2,000 | 2,000 | 2,015 | |||||||||
| Net income available to common shareholders | $ | 60,000 | $ | 65,400 | $ | 877 | ||||||
| Diluted income per common share | $ | 1.96 | $ | 2.14 | $ | 0.03 | ||||||
| Weighted average diluted common shares outstanding | 30,597,066 | 30,597,066 | 30,499,931 | |||||||||
| www.brcgh.com | NASDAQ: RILY | 5 |
BRC GROUP HOLDINGS, INC.
Condensed Consolidated Statement of Operations (Loss)
(Unaudited)
(Dollars in thousands, except share and per share data)
| Preliminary Estimate | ||||||||||||
| Twelve Months Ended | Twelve Months Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Total revenues | $ | 960,236 | $ | 971,736 | $ | 746,421 | ||||||
| Total operating expenses | 890,989 | 895,089 | 1,243,968 | |||||||||
| Other income (expense) | 154,091 | 159,091 | (402,849 | ) | ||||||||
| Income (loss) from continuing operations before income taxes | 223,338 | 235,738 | (900,396 | ) | ||||||||
| Provision for income taxes | (9,194 | ) | (14,194 | ) | (22,013 | ) | ||||||
| Income (loss) from continuing operations | 214,144 | 221,544 | (922,409 | ) | ||||||||
| Income from discontinued operations, net of income taxes | 70,841 | 70,841 | 147,470 | |||||||||
| Net income (loss) | 284,985 | 292,385 | (774,939 | ) | ||||||||
| Net income (loss) attributable to noncontrolling interests | 2,406 | 4,406 | (10,665 | ) | ||||||||
| Net income (loss) attributable to Registrant | 282,579 | 287,979 | (764,274 | ) | ||||||||
| Preferred stock dividends | 8,045 | 8,045 | 8,060 | |||||||||
| Net income (loss) available to common shareholders | $ | 274,534 | $ | 279,934 | $ | (772,334 | ) | |||||
| Diluted income (loss) per common share | $ | 8.98 | $ | 9.16 | $ | (25.46 | ) | |||||
| Weighted average diluted common shares outstanding | 30,555,258 | 30,555,258 | 30,336,274 | |||||||||
| www.brcgh.com | NASDAQ: RILY | 6 |
BRC GROUP HOLDINGS, INC.
Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations
(Unaudited)
(Dollars in thousands)
| Preliminary Estimate | ||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Net income attributable to Registrant | $ | 62,000 | $ | 67,400 | $ | 2,892 | ||||||
| Income from discontinued operations, net of income taxes | — | — | 255,740 | |||||||||
| Net (income) loss attributable to noncontrolling interests | (3,000 | ) | (5,000 | ) | 8,498 | |||||||
| Income (loss) from continuing operations | 65,000 | 72,400 | (261,346 | ) | ||||||||
| Adjustments: | ||||||||||||
| Net (income) loss from continuing operations attributable to noncontrolling interests | (3,000 | ) | (5,000 | ) | 8,523 | |||||||
| Provision for income taxes | 8,000 | 13,000 | 4,210 | |||||||||
| Interest expense | 20,000 | 20,000 | 31,113 | |||||||||
| Interest income | (200 | ) | (200 | ) | (708 | ) | ||||||
| Share based payments | 3,000 | 3,000 | 2,063 | |||||||||
| Depreciation and amortization | 8,000 | 8,000 | 11,175 | |||||||||
| Restructuring charge | — | 100 | 597 | |||||||||
| Gain on sale and deconsolidation of businesses | — | — | 484 | |||||||||
| (Gain) loss on extinguishment of debt | (300 | ) | (300 | ) | 12,945 | |||||||
| Impairment of goodwill and tradenames | — | — | 77,692 | |||||||||
| Transactions related costs and other | (1,600 | ) | (1,600 | ) | (586 | ) | ||||||
| Total EBITDA adjustments | 33,900 | 37,000 | 147,508 | |||||||||
| Adjusted EBITDA | $ | 98,900 | $ | 109,400 | $ | (113,838 | ) | |||||
| Operating EBITDA Adjustments: | ||||||||||||
| Trading (gains) losses, net | (59,000 | ) | (63,000 | ) | 6,781 | |||||||
| Fair value adjustments on loans | (4,500 | ) | (5,500 | ) | 66,238 | |||||||
| Realized and unrealized (gains) losses on investments | (35,000 | ) | (38,000 | ) | 51,324 | |||||||
| Fixed income and variable rate transaction spread | 16,900 | 17,400 | 4,339 | |||||||||
| Other investment related expenses | 700 | 700 | 366 | |||||||||
| Total Operating EBITDA Adjustments | (80,900 | ) | (88,400 | ) | 129,048 | |||||||
| Operating Adjusted EBITDA | $ | 18,000 | $ | 21,000 | $ | 15,210 | ||||||
| www.brcgh.com | NASDAQ: RILY | 7 |
BRC GROUP HOLDINGS, INC.
Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations
(Unaudited)
(Dollars in thousands)
| Preliminary Estimate | ||||||||||||
| Twelve Months Ended | Twelve Months Ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Net income (loss) attributable to Registrant | $ | 282,579 | $ | 287,979 | $ | (764,274 | ) | |||||
| Income from discontinued operations, net of income taxes | 70,841 | 70,841 | 147,470 | |||||||||
| Net (income) loss attributable to noncontrolling interests | (2,406 | ) | (4,406 | ) | 10,665 | |||||||
| Income (loss) from continuing operations | 214,144 | 221,544 | (922,409 | ) | ||||||||
| Adjustments: | ||||||||||||
| Net (income) loss from continuing operations attributable to noncontrolling interests | (2,406 | ) | (4,406 | ) | 8,920 | |||||||
| Provision for income taxes | 9,194 | 14,194 | 22,013 | |||||||||
| Interest expense | 92,685 | 92,685 | 133,308 | |||||||||
| Interest income | (3,669 | ) | (3,669 | ) | (3,600 | ) | ||||||
| Share based payments | 12,981 | 12,981 | 17,437 | |||||||||
| Depreciation and amortization | 35,079 | 35,079 | 44,932 | |||||||||
| Restructuring charge | 505 | 605 | 1,522 | |||||||||
| Gain on sale and deconsolidation of businesses | (86,213 | ) | (86,213 | ) | (306 | ) | ||||||
| Gain on senior note exchange | (67,208 | ) | (67,208 | ) | — | |||||||
| Loss on extinguishment of debt | 21,343 | 21,343 | 18,725 | |||||||||
| Impairment of goodwill and tradenames | 1,500 | 1,500 | 105,373 | |||||||||
| Transactions related costs and other | (2,133 | ) | (2,133 | ) | 5,793 | |||||||
| Total EBITDA adjustments | 11,658 | 14,758 | 354,117 | |||||||||
| Adjusted EBITDA | $ | 225,802 | $ | 236,302 | $ | (568,292 | ) | |||||
| Operating EBITDA Adjustments: | ||||||||||||
| Trading (gains) losses, net | (123,521 | ) | (127,521 | ) | 57,007 | |||||||
| Fair value adjustments on loans | 1,497 | 497 | 325,498 | |||||||||
| Realized and unrealized (gains) losses on investments | (63,472 | ) | (66,472 | ) | 263,686 | |||||||
| Fixed income and variable rate transaction spread | 69,399 | 69,899 | 21,300 | |||||||||
| Other investment related expenses | (91 | ) | (91 | ) | 1,704 | |||||||
| Total Operating EBITDA Adjustments | (116,188 | ) | (123,688 | ) | 669,195 | |||||||
| Operating Adjusted EBITDA | $ | 109,614 | $ | 112,614 | $ | 100,903 | ||||||
| www.brcgh.com | NASDAQ: RILY | 8 |
BRC GROUP HOLDINGS, INC.
Total Investments and Net Debt Reconciliation
(Unaudited)
(Dollars in thousands)
| Preliminary Estimate | ||||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Low | High | Actual | ||||||||||
| Cash, cash equivalents, and restricted cash | $ | 229,000 | $ | 229,000 | $ | 247,327 | ||||||
| Due from clearing brokers | 52,000 | 52,000 | 30,713 | |||||||||
| Securities and other investments owned | 443,000 | 463,000 | 282,325 | |||||||||
| Securities sold not yet purchased | (10,000 | ) | (10,000 | ) | (5,675 | ) | ||||||
| Loans receivable, at fair value | 25,000 | 27,000 | 90,103 | |||||||||
| Loan participations sold | — | — | (6,000 | ) | ||||||||
| Equity investments | 90,000 | 90,000 | 85,464 | |||||||||
| Other investments reported in prepaid and other assets | — | — | 14,616 | |||||||||
| Noncontrolling interest | (34,000 | ) | (34,000 | ) | (28,217 | ) | ||||||
| Total investments | 514,000 | 536,000 | 432,616 | |||||||||
| Notes payable | — | — | 28,021 | |||||||||
| Revolving credit facility | 7,000 | 7,000 | 16,329 | |||||||||
| Term loans, net | 119,000 | 119,000 | 199,429 | |||||||||
| Senior notes payable, net | 1,300,000 | 1,300,000 | 1,530,561 | |||||||||
| Total debt | 1,426,000 | 1,426,000 | 1,774,340 | |||||||||
| Net debt | $ | 631,000 | $ | 609,000 | $ | 1,063,684 | ||||||
Contacts
Investors
Mike Frank
mfrank@brcgh.com
Media
Elizabeth Fogerty
efogerty@brcgh.com
| www.brcgh.com | NASDAQ: RILY | 9 |