Amendment: BRC Group Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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CURRENT REPORT
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EXPLANATORY NOTE
The Company is filing this Current Report on Form 8-K/A (this “Amendment”) solely
to amend and supplement Item 9.01 of the Original Filing to provide the historical audited and unaudited financial statements and
unaudited pro forma financial statements required by Item 9.01 of Form 8-K.
No other modifications to the Original Filing
are being made by this Amendment. This Amendment should be read in conjunction with the Original Filing, which provides a more
complete description of the GlassRatner transaction.
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Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
See the Unaudited Pro Forma Consolidated Statement of Operations for the Years Ended December 31, 2024, 2023 and 2022 which are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 and the notes related thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Language Regarding Forward-looking statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. 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 occurrence of any event, change or other circumstances that affect the tax or accounting treatment of the sale of the GlassRatner disposal group as outlined in Note 1 – Description of the Disposition to the Unaudited Pro Forma Consolidated Financial Information. In addition to these factors, investors should review the “Risk Factors” set forth in Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings with the United States Securities and Exchange Commission, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements in this communication.
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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: | Executive Vice President and Chief Financial Officer | |
Date: January 13, 2026
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