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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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BRC Group Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
05580M108 (CUSIP Number) |
Bryant R. Riley 11100 Santa Monica Boulevard, Suite 800, Los Angeles, CA, 90025 818 884-3737 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 05580M108 |
| 1 |
Name of reporting person
Bryant R. Riley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,985,856.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is calculated based on a total of 31,218,670 Shares (as defined below) of the Issuer outstanding as of February 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Form S-1filed with the SEC on February 10, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
BRC Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11100 Santa Monica Blvd, Suite 800, Los Angeles,
CALIFORNIA
, 90025. | |
Item 1 Comment:
This Amendment No. 5 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, the Amendment No. 2 filed with the SEC on October 30, 2024, the Amendment No. 3 filed with the SEC on March 3, 2025 and the Amendment No. 4 filed with the SEC on April 11, 2025 (as so amended, the "Schedule 13D"), relating to the Common Stock, par value $0.0001 per share (the "Common Stock" or "Shares"), of BRC Group Holdings, 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 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Bryant R. Riley beneficially owns 6,985,856 shares of Common Stock, representing 22.4% of the Issuer's Common Stock outstanding, based on a total of 31,218,670 Shares of the Issuer outstanding as of February 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Form S-1 filed with the SEC on February 10, 2026. Bryant R. Riley may be deemed to indirectly beneficially own 199,069 shares of Common Stock representing 0.7% 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) 128,918 are held by BRC Group Holdings, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley. | |
| (b) | The information in Item 5(a) is incorporated by reference herein. | |
| (c) | 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. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial 13D is hereby amended and restated as follows: As previously disclosed by the Company in its Schedule 14A filed with the SEC on May 10, 2024, Bryant R. Riley pledged as collateral a portion of his shares of Common Stock in favor of Axos Bank pursuant to the terms of a Credit Agreement, dated as of March 19, 2019, as amended from time to time and most recently on March 27, 2025, by and between Mr. Riley and Axos Bank (the "Credit Agreement') and a Pledge Agreement, dated as of the same date, executed and delivered by Mr. Riley in favor of Axos Bank (as amended from time to time, the "Pledge Agreement"). As previously disclosed by Mr. Riley in Amendment No. 2 to the Initial 13D, following the entry into the Credit Agreement and the Pledge Agreement, Mr. Riley and Axos Bank entered into multiple amendments to both of those agreements, and Mr. Riley pledged additional shares of Common Stock in favor of Axos Bank, including an initial 4,024,714 shares of Common Stock upon initially entering into the Credit Agreement and Pledge Agreement in March 2019 and additional shares in favor of Axos Bank on multiple occasions for a total of 5,804,124 shares of Common Stock as of the date of Amendment No. 2 to the Initial 13D and as of April 9, 2025. The shares of Common Stock pledged by Mr. Riley constitutes only a portion of the collateral security under the Credit Agreement. The March 27, 2025 amendment to the Credit Agreement (the "Ninth Amendment") modified the amount of credit available under the revolving credit line to $21,407,944 (the "Loan Amount") and extended the Maturity Date to April 1, 2026.
Using proceeds from a private sale of shares reported on his Schedule 13D for Babcock & Wilcox Enterprises, Inc. reported on the date hereof, Bryant Riley repaid $10,398,438 of the Loan Amount ("Debt Paydown"). The Debt Paydown resulted in the release of 53.7% of shares of Common Stock pledged to Axos pursuant to the Credit Agreement (totaling 3,122,537 shares of Common Stock) and Mr. Riley anticipates that the remaining shares of Common Stock pledged to Axos will be released within the next thirty days. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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