DEF 14A of BRC Group Holdings, Inc., Apr 9, 2026

DEF 14A of BRC Group Holdings, Inc.

Filed Apr 9, 2026 · FY20250001213900-26-042006

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS The Company’s board of directors has nominated each of Robert L. Antin, Tammy Brandt, Thomas J. Kelleher, Renée E. LaBran, Randall E. Paulson, Bryant R. Riley, and Mimi K. Walters to be elected as a director at the Company’s Annual Meeting. If elected, the nominees will serve as directors until the Company’s annual meeting of stockholders in 2027, or until their respective successors are duly elected and qualified or their earlier death, resignation, or removal. Robert D’Agostino will not stand for re-election at the Annual Meeting, and his term will end at the commencement of the Annual Meeting. Mr. D’Agostino’s decision not to stand for re-election at the annual meeting was not due to any disagreement with the Company on any matters related to the Company’s operations, policies or practices. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although the Company knows of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as the Company’s board of directors may designate. Upon expiration of the term of any director, the successor to such director (or such director, if such director is re-elected) will be elected for a one-year term at the next annual meeting of stockholders. The Company recognizes the importance of diversity at all levels of our organization, including our Board of Directors. We consider all aspects of diversity in determining the composition of and related appointments to our Board. This includes, but is not limited to, the balance of relevant skills, knowledge, experience and merit in the businesses and industries in which we operate, in addition to diverse backgrounds and perspectives which align with the strategic needs of the Company and the needs required for our Board to be effective. We respect the value and benefits that diverse perspectives can bring to our organization. There are no familial relationships between any of the Company’s directors or the Company’s executive officers and any other director or executive officer. No arrangement or understanding exists between any nominee and any other person or persons pursuant to whom any nominee was or is to be selected as a director or director nominee of the Company.

  2. Information Regarding Directors

    Information Regarding Directors The following table provides the name, age, and position(s) of each of our directors as of March 26, 2026:

  3. Information Regarding Directors

    | Name | Age | Committees | | Bryant R. Riley | 59 | None. | | Thomas J. Kelleher | 58 | None. | | Robert L. Antin | 76 | Compensation Committee, Environmental, Social and Corporate Governance Committee | | Tammy Brandt | 51 | Compensation Committee | | Robert D’Agostino | 59 | Audit Committee, Compensation Committee* | | Renée E. LaBran | 66 | Audit Committee, Environmental, Social and Corporate Governance Committee | | Randall E. Paulson | 64 | Audit Committee* | | Mimi K. Walters | 63 | Environmental, Social and Corporate Governance Committee* |

  4. Information Regarding Directors

    ____________ * Chairman of the respective committee.

  5. Our Nominees for Director

    Our Nominees for Director Bryant R. Riley has served as our Chairman and Co-Chief Executive Officer since June 2014 and July 2018 respectively, and as a director since August 2009. He also previously served as our Chief Executive Officer from June 2014 to July 2018. In addition, Mr. Riley served as the Chairman of B. Riley & Co., LLC since founding the stock brokerage firm in 1997 until its combination with FBR Capital Markets & Co., LLC in 2017 and as Chief Executive Officer of B. Riley & Co., LLC from 1997 to 2006. He also served as Chairman of B. Riley Principal Merger Corp. from April 2019 to February 2020, at which time it completed its business combination with Alta Equipment Group, Inc. (NYSE: ALTG); as Chairman of B. Riley Principal Merger Corp. II from May 2020 to November 2020 at which time it had completed it business combination with Eos Energy Enterprises Inc. (NASDAQ: EOSE); and as Chairman of B. Riley Principa1 150 Merger Corp. from June 2020 to July 2022, at which time it completed its business combination with FaZe Holdings, Inc. (NASDAQ: FAZE). He served as Chairman of B. Riley Principal 250 Merger Corp. from May 2021 until its dissolution in May 2023. Since November 2024, Mr. Riley has served on the board of Great American Holdings, LLC. Mr. Riley served as director of Select Interior Concepts, Inc. from November 2019 until October 2021. He also previously served on the board of Babcock & Wilcox Enterprises, Inc. (NYSE: BW) from April 2019 to September 2020; Sonim Technologies, Inc. (NASDAQ: SONM) from October 2017 to March 2019; and Freedom VCM Holdings, LLC (the indirect parent entity for Franchise Group, Inc., a public company (NASDAQ: FRG), with the last day of trading of 8/21/23) from September 2018 through March 2020, rejoining in August of 2023. Freedom VCM Holdings, LLC and certain other affiliates, filed for bankruptcy on November 3, 2024 and Mr. Riley resigned as director in June 2025. Mr. Riley received his B.S. in Finance from Lehigh University. Mr. Riley’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets. Mr. Riley’s extensive experience serving on other public company boards is an important resource for the Board. Thomas J. Kelleher has served as our Co-Chief Executive Officer since July 2018 and as a member of our board since October 2015. He also previously served as President from August 2014 to July 2018. Mr. Kelleher previously served as Chief Executive Officer of B. Riley & Co., LLC, a position he held from 2006 to 2014. From the firm’s founding in 1997 to 2006, Mr. Kelleher held several senior management positions with B. Riley & Co., LLC, including Chief Financial Officer and Chief Compliance Officer. Mr. Kelleher served on the board of directors of Special Diversified Opportunities Inc. from October 2015 to June 2017. He received his Bachelor of Science in Mechanical Engineering from Lehigh University. Mr. Kelleher’s experience and expertise in the investment banking industry provides the Board with valuable insight into the capital markets. Mr. Kelleher’s executive leadership experience is an important resource for the Board. Robert L. Antin has served as a member of the Board since June 2017. Mr. Antin was a co-founder of VCA Inc., a national animal healthcare company that provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market and was publicly traded (NASDAQ: WOOF) until the company was privately acquired in September 2017. Mr. Antin has served as a Chief Executive Officer and President at VCA Inc. since its inception in 1986. Mr. Antin also served as the Chairman of the Board of VCA, Inc. from inception through the September 2017 acquisition. Mr. Antin currently serves on the Board of Directors of Rexford Industrial Realty, Inc. (NYSE: REXR) since July 2013. He previously served on the Board of Heska Corporation (NASDAQ: HSKA) from November 2020 to May 2023. From September 1983 to 1985, Mr. Antin was President, Chief Executive Officer, a director, and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers. From July 1978 until September 1983, Mr. Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities. Mr. Antin received his MBA with a certification in hospital and health administration from Cornell University. Mr. Antin’s executive leadership experience provides an important resource to the Board. Tammy Brandt has served as a member of the Board since December 20, 2021. Since February 2023, Ms. Brandt has served as a senior member of the legal team at Creative Artists Agency (CAA), a leading global entertainment and sports agency. From March 2021 to January 2023, Ms. Brandt served as Chief Legal Officer; Head of Business and Legal Affairs at FaZe Clan Inc. (NASDAQ: FAZE), a leading gaming, lifestyle, and media platform. She has served on the Lambda Legal West Coast Leadership Board from 2019 to December 2024, and has served as a member of the Bluffton University Board of Trustees since July 2023. From 2018 to June 2022, Ms. Brandt served on the Board of Cayton Children’s Museum, including as chair of its Audit Committee and a member of its Nomination and Governance Committee. From May 2017 to May 2021, she served as Chief Legal Officer at Dreamscape Immersive, and previously served as Chief Corporate, Securities, M&A and Alliance Counsel at DXC Technology and its predecessor, Computer Sciences Corporation; and as General Counsel at ServiceMesh, Inc., an enterprise software company in the cloud management space. Ms. Brandt is a graduate of Notre Dame Law School, where she was Managing Editor of the Notre Dame Law Review, and graduated summa cum laude with a Bachelor of Science in economics and business administration from Bluffton University. Ms. Brandt’s business and legal experience provide an important resource to the Board. Renée E. LaBran has served as a member of the Board since August 11, 2021. Ms. LaBran co-founded Rustic Canyon Partners, a technology venture capital fund launched in 2000, and has served from 2006 to 2021 as Partner with Rustic Canyon/Fontis Partners, an investment fund which is now completed, targeting growth investments and lower middle market buy-outs in media, consumer goods, and business and consumer services industries. During this time, she served as a board director and advisor to multiple portfolio companies while providing oversight of her investment firm’s finance and operations functions. Ms. LaBran currently serves on the board of Idealab, Inc. since March 2015, and as Interim President of FindLaw (recently acquired by Internet Brands), a digital media, marketing services, and software company, since December 2024. Ms. LaBran previously served on the boards of Stravos Education, LLC from August 2022 to March 2026; Iconic Sports Acquisition Corp (NYSE:ICNC-UN) from October 2021 to October 2023; Sambazon, Inc. from 2009 to 2021; and TomboyX from 2018 to 2019. From March 2015 to December 2020, she served as a governor-appointed non-attorney public member on the Board of Trustees for the State Bar of California. Ms. LaBran is an Adjunct Professor at UCLA Anderson School of Management’s MBA program, earned an M.B.A. with distinction from Harvard Business School, and received an A.B. degree in Economics from UC Berkeley. Ms. LaBran’s board experience, business and financial acumen, and venture capital experience provide an important resource to the Board.

  6. Our Nominees for Director

    Randall E. Paulson has served as a member of the Board since June 18, 2020. Mr. Paulson currently serves on the Board of Directors of Dash Medical Holdings, LLC, and, as of March 2026, Superior Roofing Holdco LLC. He also served on the board of Testek, Inc. from 2016 to November 2024 when the company was sold. Testek was a portfolio company of Odyssey Investment Partners, LLC where he served as a Managing Principal from 2005 to 2019. Prior to this, Mr. Paulson was Executive Vice President — Acquisitions and Strategic Development at National Financial Partners, a New York based consolidator of independent financial services distribution firms. From 1993 to 2000, Mr. Paulson was at Bear, Stearns & Co. Inc. where he was a Senior Managing Director in the M&A and Corporate Finance groups. Prior to Bear Stearns, Mr. Paulson was a member of GE Capital’s merchant banking group. A native of Minnesota, Mr. Paulson received a BSB in Accounting from the University of Minnesota and his MBA from the Kellogg Graduate School of Management at Northwestern University. Mr. Paulson’s financial services industry and accounting experience will provide an important resource to the Board. Mimi K. Walters has served as a member of the Board since July 12, 2019. She served from 2015 to 2019 as the U.S. Representative for California’s 45th Congressional District. She has worked on key legislation, business and policy initiatives related to technology, energy, environmental and healthcare, including the opioid crisis and veterans’ medical services. As a member of House leadership, she served on the Energy and Commerce Committee, the Judiciary Committee and the Transportation and Infrastructure Committee. Ms. Walters represented California’s 37th State Senate District from 2008 to 2014, where she served on the Banking and Financial Institutions Committee and as Vice Chair for the Public Employment and Retirement Committee. From 2004 to 2008, she represented California’s 73rd Assembly District. Ms. Walters was a member of the Laguna Niguel City Council from 1996 to 2004, serving as Mayor in 2000, and chair of Laguna Niguel’s Investment and Banking Committee. Previously, Ms. Walters was an investment executive at Drexel Burnham Lambert and, subsequently, Kidder, Peabody & Co. from 1988 to 1995. From November 2019 to March 2026, Ms. Walters served as the Chief Commercial Officer for Leading Edge Power Solutions, LLC. Currently, she serves on the Board of Directors of Eos Energy Enterprises, Inc. (NASDAQ: EOSE) since November 2020, Pacific Specialty Insurance Company since January 2025, and Soaring Aerospace, Inc. (f/k/a Soaring Technologies) since July 2025. Ms. Walters earned a Bachelor of Arts in political science from the University of California, Los Angeles. Ms. Walters extensive political and financial experience provides an important resource to the Board. Each director nominee shall be elected to the Board if a majority of the votes cast are in favor of such nominee’s election; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented online or by proxy and entitled to vote on such election of directors. A nominee will be deemed to receive a majority of the votes cast in favor of such nominee’s election if the number of votes cast “For” such nominee’s election exceeds the number of votes cast “Against” that nominee’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). You may vote “For”, “Against”, or “Abstain” from voting for the listed nominees. The persons named in the enclosed proxy will vote the proxies they receive “For” the election of the nominees named above unless a particular proxy card provides contrary instructions or is signed and provides no specific instructions as to a nominee. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an election where the number of nominees is less than or equal to the number of directors to be elected, the Board of Directors, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy. If, before the Annual Meeting, any nominee becomes unable to serve, an event that is not anticipated by the Board, the proxies will be voted for the election of whomever the Board may designate. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

  7. Charlie Riley

    Charlie Riley Charlie Riley is the son of Bryant Riley, the Company’s Chairman and Co-Chief Executive Officer, and is employed by the Company’s subsidiary, B. Riley Principal Investments, LLC as an associate. For 2023, 2024 and 2025, the Company paid Charlie Riley total compensation of $217,785, $246,129 and $297,269 consisting in the case of 2023 and 2024 of salary, bonus, and an award of RSUs, and for 2025, salary and bonus. For 2023, the award of RSUs was for 738 of our common shares, with a grant date fair value of $28,324, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 (“FASB 718”), that vests ratably over three years beginning on March 15, 2024, subject to continued employment. For 2024, we granted RSUs of 1,460 of our common shares, with a grant date fair value of $24,995, calculated in accordance with FASB 718, that vests ratably over three years beginning on March 15, 2025, subject to continued employment.

  8. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In 2025, the Compensation Committee retained Mercer LLC, an independent consulting firm, to assist the Compensation Committee in fulfilling its duties in setting compensation for our Co-Chief Executive Officers.. Mercer was engaged by and is reporting solely to the Compensation Committee, and the Compensation Committee has the sole authority to approve the terms of the engagement. Mercer did not provide any services to the Company in Fiscal 2025 other than executive compensation consulting services provided to the Compensation Committee. Before engaging Mercer, the Compensation Committee determined that Mercer is independent, after taking into account the factors set forth in Rule 10C-1 of the Exchange Act and Nasdaq Marketplace Rule 5605(d)(3). Mercer identified a group of public peer companies to benchmark compensation for our Co-Chief Executive Officers and other named executive officers against peer company Chief Executive Officers and market survey data. Mercer’s analysis considered: (i) base salary; (ii) annual incentive compensation; (iii) total cash compensation; (iv) long-term incentive compensation; and (v) total direct compensation. Mercer has been engaged to analyze Board of Director compensation data versus the market for 2026.

  9. Peer Group

    Peer Group As part of its services, in 2025, Mercer compiled data regarding Chief Executive Officer compensation from the following “peer” companies: BGC Group, Inc., Canaccord Genuity Inc., Cowen Inc., Greenhill & Co. Inc., Houlihan Lokey Inc., Lazard Ltd., Moelis & Company, Oppenheimer Holdings Inc., Perella Weinberg Partners, Piper Sandler Cos and PJT Partners Inc. This peer group includes companies primarily consisting of investment banks and asset managers with revenues and market capitalizations most comparable to ours. Though the Compensation Committee considered the level of compensation paid by the firms in the peer group as a reference point that provides a framework for its decisions regarding compensation for the Co-Chief Executive Officers and other named executive officers, in order to maintain competitiveness and flexibility, the Compensation Committee did not target compensation at a particular level relative to the peer group. Similarly, the Compensation Committee did not employ a formal benchmarking strategy or rely upon specific peer-derived targets. This peer group market data is an important factor considered by the Compensation Committee when setting compensation, but it is only one of multiple factors considered by the Compensation Committee, and the amount paid to each named executive officer may be more or less than the composite market median based on individual performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Compensation Committee deems important. Mercer has been engaged to review and revise, if appropriate, the Company’s current peer group for 2026.

  10. Elements of 2025 Compensation

    | Element | Description | Function | | Annual Incentive Plan | Annual discretionary bonuses awarded based on individual contribution and Company performance; payable in cash or stock at the discretion of the Compensation Committee | Motivates and rewards for achievement of annual Company financial and non-financial performance goals; rewards excellent performance relative to the duties, responsibilities, and functions of an individual executive officer | | Long-Term Equity Incentives | Equity awards granted at the Compensation Committee’s discretion under the 2021 B. Riley Financial, Inc. Stock Incentive Plan (the “2021 Plan”) | Motivates and rewards for financial performance over a sustained period; strengthens mutuality of interests between executives and stockholders; increases retention; rewards creation of shareholder value |

  11. Annual Incentive Plan

    Annual Incentive Plan The Compensation Committee believes performance-based cash compensation is important to focus BRC’s executives on, and reward BRC’s executives for, achieving key objectives. In furtherance of this, in July 2021, the Compensation Committee approved an annual incentive compensation discretionary bonus plan for our named executive officers, which remained in place for Fiscal 2025. The purpose of the BRC discretionary bonus plan is to increase stockholder value and the success of BRC by motivating key employees, including BRC’s named executive officers, to perform to the best of their abilities and to achieve BRC’s objectives. No specific target levels of performance are set by the Compensation Committee to determine the annual incentive compensation of our named executive officers. Instead, the Compensation Committee determines the amount of each named executive officer’s annual incentive compensation based on the Compensation Committee’s subjective assessment of the Company (and in some cases, of a particular business unit) and individual performance relative to the qualitative and quantitative performance indicators used by the Compensation Committee to evaluate performance.

  12. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Compensation Committee believes that a significant portion of our named executive officer compensation should be in the form of equity-based awards as a retention tool, and to align further the long-term interests of our named executive officers with those of our other stockholders. In furtherance of that objective, the Compensation Committee makes annual grants of long-term, equity-based incentive compensation awards to our named executive officers. The Compensation Committee understands that equity incentive compensation can promote high-risk behavior if the incentives it creates for short-term performance are not properly aligned with the interests of our Company over the long-term. The Compensation Committee believes that the structure of our Company’s long-term equity incentive compensation appropriately mitigates the risk by directly aligning the recipients’ interests with those of our Company. We use judgment and discretion rather than relying solely on formulaic results, and do not use highly leveraged incentives that drive risky short-term behavior. Instead, we reward consistent and longer-term performance. Our long-term equity incentive compensation rewards long-term performance on a per share basis. In March 2024, the Compensation Committee granted time-based RSUs under the 2021 Plan to our named executive officers as a component of their annual compensation for the fiscal year ended December 31, 2024, as further described below in the “Executive Compensation-2025 Summary Compensation Table.” The RSUs vest ratably over a three-year period beginning on March 15, 2025, subject to the named executive officer’s continued employment with our Company. The Compensation Committee believes that these awards appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and reward such executives.

  13. Timing Mix and Level of Equity Compensation Awards

    Timing Mix and Level of Equity Compensation Awards In determining the number and type of equity awards to grant in any fiscal year, the Compensation Committee considers a variety of factors, including the responsibilities and seniority of the named executive officer, the contribution that the named executive officer is expected to make to our Company in the coming years and has made in the past, and the size and terms of prior equity awards granted to the named executive officer. Decisions regarding these equity awards are typically made at the Compensation Committee’s first fiscal quarter meeting at which executive compensation for the coming year is determined. However, the Compensation Committee may also grant equity awards from time to time based on individual and corporate achievements and other factors it deems relevant, such as for retention purposes or to reflect changes in responsibilities or similar events or circumstances.

  14. Change in Control and Post-Termination Severance Benefits

    Change in Control and Post-Termination Severance Benefits The employment agreements for each of our named executive officers provide them certain benefits if their employment is terminated under specified conditions. The Compensation Committee believes these benefits are important elements of each named executive officer’s comprehensive compensation package, primarily for their retention value and their alignment of the interests of our named executive officers with those of our stockholders. The details of these benefits are described in the Executive Compensation section under “Potential Payments Upon Termination or Change in Control.”

  15. Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Since we have not previously issued stock options, stock appreciate rights or similar option-like instruments, we do not have a formal policy with respect to the timing of such awards to our NEOs. However, on May 19, 2025, we entered into an Employment Agreement with Mr. Scott Yessner, which provided for the grant of options to Mr. Yessner as an employment inducement grant in connection with his hiring as the Company’s new Executive Vice President and Chief Financial Officer, with such options to be granted on his date of hire, June 3, 2025. We do not grant these certain equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

  16. Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | Name (a) | Grant date (b) | Number of securities underlying the award (c) | Exercise price of the award ($/Sh) (d) | Grant date fair value of the award (e) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f)(1) | | Scott Yessner Executive Vice President and Chief Financial Officer | 6/3/2025 | 100,000 | $7.00 | $190,000 | 7.51% | | | 6/3/2025 | 100,000 | $10.00 | $172,000 | | | | 6/3/2025 | 100,000 | $12.50 | $161,000 | |

  17. Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    ____________ (1) On May 22, 2025, we filed a Current Report on Form 8-K announcing the appointment of Scott Yessner as the Company’s new Executive Vice President and Chief Financial Officer, effective June 3, 2025 (the “CFO Announcement”). In the CFO Announcement, we announced the intent to grant Mr. Yessner 300,000 options on June 3, 2025 (the “Transition Date”), pursuant to the terms of his Employment Agreement, dated May 19, 2025 (the “Employment Agreement”). On the Transition Date, the options were granted (the “Grant Date”) in accordance with his Employment Agreement. On June 4, 2025, the Company received an anticipated notice from the Nasdaq Stock Market LLC regarding its inability to timely file its Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Nasdaq Notice”). The Company filed an 8-K on June 6, 2025 announcing receipt of the Nasdaq Notice (the “Nasdaq Announcement”). The percentage change in the closing market price of our common stock underlying the option award immediately prior to the Nasdaq Announcement ($2.93) and the trading day immediately following the Nasdaq Announcement ($3.15) was 7.51%.

  18. Employment Agreements

    Employment Agreements

  19. Amended and Restated Employment Agreement — Bryant R. Riley

    Amended and Restated Employment Agreement — Bryant R. Riley The amended and restated employment agreement entered into with Bryant Riley effective as of November 8, 2025 (the “Effective Date”) provides that: (1) commencing with the carve out of B. Riley Securities, Inc. (“BRS”) on March 9, 2025 and continuing through the earlier of (a) the end of fiscal year 2026 and (b) the termination of Mr. Riley’s participation in and eligibility for the Incentive Program in accordance with Section 3.2 of the Employment Agreement (such earlier date, the “Participation End Date”), (i) the Company will pay to Mr. Riley a cash payment in an annualized amount equal to the wage threshold under the laws of the State of California for the applicable calendar for employees classified as “exempt” under the laws of the State of California (the “Guaranteed Payment”) and (ii) Mr. Riley will be eligible to participate in the incentive program maintained by BRS for the benefit of senior managing directors of BRS that is based on a percentage of the investment banking revenue and fees generated by Mr. Riley (the “BRS Incentive Program”), on the same terms, in all material respects, as apply to such senior managing directors with respect to the Incentive Program, and in accordance with the past practice of BRS; (2) commencing immediately following the Participation End Date, as compensation for services to be rendered by Mr. Riley under the Employment Agreement following such time, the Company will pay to Mr. Riley an annualized salary of seven hundred thousand U.S. dollars ($700,000), less applicable tax and other authorized applicable withholdings; (3) BRS will make any payments in respect of the BRS Incentive Program to Mr. Riley in a time and manner consistent with payments made by BRS to senior managing directors of BRS, but no less frequently than in respect of each calendar quarter; (4) commencing with fiscal year 2026, twenty percent (20%) of any payment to be made to Mr. Riley pursuant to the BRS Incentive Program shall be withheld (collectively, the “Holdback Amount”) and, as to the Holdback Amount, BRS will pay an amount equal to all or a portion of the Holdback Amount in the first quarter of fiscal year 2027, in the sole discretion and at the direction of the Compensation Committee based on individual and/or corporate performance; (5) BRS, based on Mr. Riley’s participation in the BRS Incentive Program effective as of March 9, 2025 and through September 30, 2025 and Mr. Riley’s generation during such period of approximately $59,000,000 in revenues for BRS, (i) will pay Mr. Riley an earned incentive amount equal to $2,479,745 (which amount shall be reduced by the base salary of Mr. Riley paid from March 9, 2025 through November 7, 2025), on or as soon as administratively practicable after the Effective Date, and (ii) acknowledges that Mr. Riley will be entitled to an additional earned incentive amount, which will be equal to no less than $8,353,867 no later than November 15, 2025, subject to Mr. Riley’s continued employment through the applicable payment date, and such payments would be required to be repaid to BRS if Mr. Riley voluntarily resigns or otherwise terminates his employment with the Company without Good Reason or if Mr. Riley is terminated by the Company with Cause (in each case, as defined in the Employment Agreement), in either case, at any time within 24 months of the Effective Date; and (6) the Compensation Committee has the right to terminate Mr. Riley’s participation in and eligibility for the BRS Incentive Program at any time, in its good faith discretion, without notice. The Employment Agreement also provides that: (i) Mr. Riley’s term of employment will be for two years following the Effective Date and such term will automatically renew for additional one-year terms unless either party notifies the other of non-renewal at least 90 days prior to the end of the then-current term, (ii) Mr. Riley will be eligible to receive an annual long-term incentive award pursuant to the 2021 Stock Incentive Plan (or successor plan) and all other terms and conditions applicable to each such award shall be determined by the Compensation Committee; provided, however, that Mr. Riley will not receive a long-term incentive award pursuant to the 2021 Stock Incentive Plan in respect of any fiscal year in which Executive is eligible to participate in the BRS Incentive Program, (iii) if Mr. Riley is terminated with Cause or resigns without Good Reason, Mr. Riley will receive his base salary or the Guaranteed Payment, as applicable, benefits and accrued unused leave through termination, (iv) in the event of a termination without Cause, for death or Disability, or upon Mr. Riley’s resignation for Good Reason (in each case, as defined in the Employment Agreement), Mr. Riley will not be entitled to a pro-rata bonus for the year of termination and, in addition to the amounts set forth in clause (iii) Mr. Riley will receive a severance payment in a lump sum equal to $2,800,000.00, plus one year of COBRA continuation reimbursements, and (v) Mr. Riley will be subject to confidentiality, non-competition and non-solicitation covenants (including employees and clients) while he is employed by the Company and such non-solicitation covenant with respect to employees of the Company will continue to apply for one year following any termination of employment. As previously disclosed, Mr. Riley has, over the last couple of years, focused the Company on, among other things, monetizing its assets through divestitures and reducing its outstanding indebtedness through debt repayments and bond exchanges. In addition, Mr. Riley has originated investment banking transactions at BRS resulting in significant increases in fee and other income. After discussing initially in March 2025, Mr. Riley entered negotiations in earnest with the Compensation Committee and the Board in June of 2025 regarding potential modifications to his existing compensation structure so that a new structure based upon revenue production could be agreed upon. Mr. Riley advised the Compensation Committee that, given recent changes at the Company, including a substantial decline in the Company’s revenues (due to divestitures and other factors), debt restructuring transactions (which along with the Company’s current financial condition restricted future dividend payments), and Mr. Riley’s concentrated equity ownership in the Company, the structure of his existing compensation arrangement had become economically unsustainable for him. The Executive proposed to eliminate his annual base salary and his eligibility to receive cash bonuses and long-term incentive awards under the Company’s 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”), in exchange for the ability to be compensated in line with other senior bankers at BRS on the basis of revenue generated by Mr. Riley. The Compensation Committee, together with its independent advisors and the independent members of the Board, reviewed these matters in light of the Company’s performance, its restructured operating businesses, market practices, and the long-term interests of stockholders. As a result of discussions with Mr. Riley, the Compensation Committee agreed to an amendment to the Executive’s employment agreement for fiscal years 2025 and 2026. In connection with this decision, the Compensation Committee and the independent directors determined that reaching a revised arrangement was in the best interests of the Company’s stockholders given the potential substantial negative impact to the Company of not securing a mutually satisfactory agreement.

  20. Amended and Restated Employment Agreement — Bryant R. Riley

    The new compensation structure is expected to focus Mr. Riley’s efforts on revenue generation for BRS, while sending a strong signal to the market that, in addition to his continuing managerial responsibilities as the Company’s Co-Chief Executive Officer, he will devote significant attention to investment banking activities consistent with his professional background.

  21. Amended and Restated Employment Agreements — Thomas J. Kelleher, Alan Forman, Phil Ahn, Andy Moore

    Amended and Restated Employment Agreements — Thomas J. Kelleher, Alan Forman, Phil Ahn, Andy Moore The Company is party to an employment agreement with each of the named executive officers, which agreements were amended and restated on April 11, 2023. Mr. Ahn resigned from the Company, effective as of June 3, 2025 and such named executive officer’s employment agreement is no longer in effect. Mr. Moore was not re-appointed as an executive officer of the Company, but continued to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. from September 18, 2025 to January 2, 2026, at which time his position changed to Chairman of the Board of B. Riley Securities Holdings, Inc. The material terms of the amended and restated employment agreements for each such executive are as follows: • An initial term of two years with automatic one year renewals unless either party notified the other party of non-renewal at least 90 days prior to the end of the then-current term. • An annual base salary, subject to review and adjustment on an annual basis, in the amounts of: $700,000 per year for Mr. Kelleher, $450,000 per year for Mr. Forman and Mr. Ahn, and $550,000 per year for Mr. Moore. • Eligibility for annual performance bonuses based on individual performance and/or Company performance in an amount determined by the Company in its sole discretion. • Eligibility for each fiscal year to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion. • All outstanding unvested equity linked awards granted to such individual during the term will fully vest upon a change of control and, as applicable, be exercisable for the remainder of their full term. • Eligibility to receive certain severance payments and benefits upon certain qualifying terminations of employment, as described in the section entitled “— Potential Payments Upon Termination or Change in Control.” • Restrictive covenants, including non-competition and client non-solicitation covenants that apply while the executive is employed by the Company, an employee non-solicitation covenant that applies while the executive is employed by the Company and for one year thereafter and perpetual confidentiality and non-disparagement covenants.

  22. Appointment of EVP and CFO — Employment & Stock Option Agreement

    Appointment of EVP and CFO — Employment & Stock Option Agreement Scott Yessner was appointed to serve as Executive Vice President and Chief Financial Officer of the Company, effective June 3, 2025 (the “Commencement Date”). The material terms of the employment agreement for Mr. Yessner are as follows: • An initial term of one year, which term shall automatically renew for additional one year term, unless either party notifies the other of non-renewal at least 90 days prior to the end the then-current term. • An annual base salary, subject to review and adjustment on an annual basis, in the amount of $600,000 per year. • A cash signing bonus equal to a total of one million dollars ($1,000,000), one quarter of which shall be paid within ten (10) days following each of (i) the date on which the Company files its Annual Report on Form 10-K for the year ended December 31, 2024 with the Securities & Exchange Commission (the “SEC”), (ii) the date on which the Company files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 with the SEC, (iii) the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and (iv) the date on which the Company timely files its Annual Report on Form 10-K for the year ended December 31, 2025. Mr. Yessner shall also be paid additional bonuses each equal to one hundred thousand dollars ($100,000) (x) within ten days following the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, and (y) upon the Company realizing an aggregate expense reduction of at least $7,500,000 by no later than December 31, 2025. In 2025, Mr. Yessner was paid $500,000 of the $1,000,000 signing bonus described above, comprised of $250,000 paid on September 26, 2025 following filing of Form 10-K for the year ended December 31, 2024, and $250,000 on December 19, 2025 following filing of Form 10-Q for the quarter ending June 30, 2025. Additionally, Mr. Yessner received $250,000 of the above signing bonus on January 16, 2026 following filing of Form 10-Q for the quarter ending September 30, 2025. The remaining $250,000 of the $1,000,000 signing bonus was paid following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The conditions for payment of the $100,000 additional bonuses described above were not met, and thus these amounts were not paid. • Promptly following the Commencement Date, a grant of options to purchase a total of three hundred thousand (300,000) shares of common stock that vest ratably over three years (subject to continued employment) and (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share. • Promptly following the Commencement Date, one hundred thousand (100,000) shares of Common Stock. • Eligibility to earn a discretionary annual cash performance bonus based upon his performance and/or the Company’s performance in an amount determined by the Company in its sole discretion; provided however, that the target Annual Bonus shall be one million dollars ($1,000,000) and not less than six hundred thousand dollars ($600,000) nor more than one million two hundred thousand dollars ($1,200,000). • Eligibility each fiscal year, beginning with fiscal year ending December 31, 2026, to receive an annual long-term incentive award under our equity incentive plan with a value determined by the Company in its sole discretion. • Notwithstanding the terms of any existing agreement or plan, all outstanding unvested equity linked awards granted during the term will fully vest upon a change of control and, as applicable, be exercisable for the remainder of their full term. • Eligibility to receive certain severance payments and benefits upon certain qualifying terminations of employment, as described in the section entitled “— Potential Payments Upon Termination or Change in Control.” • Restrictive covenants, including non-competition and client non-solicitation covenants that apply while the executive is employed by the Company, an employee non-solicitation covenant that applies while the executive is employed by the Company and for one year thereafter and perpetual confidentiality and non-disparagement covenants.

  23. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our named executive officers during fiscal 2025 and 2024.(1)

  24. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(3) ($) | Stock Awards(4) ($) | Options Awards(4) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(13) ($) | Total ($) | | Bryant R. Riley | 2025 | 639,292(2) | — | — | | 15,298,388(8) | 185,500 | 16,123,180 | | Chairman and Co-Chief Executive Officer | 2024 | 700,000 | — | 1,081,780 | | | 386,843 | 2,168,622 | | Thomas J. Kelleher | 2025 | 700,000 | 2,450,000 | — | | | 185,500 | 3,335,500 | | Co-Chief Executive Officer | 2024 | 700,000 | — | 1,081,780 | | | 386,843 | 2,168,622 | | Scott Yessner | 2025 | 320,769 | 878,274 | 295,000(5) | 523,000(7) | 500,000(9) | 5,250 | 2,522,293 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Alan N. Forman | 2025 | 497,692 | 750,000 | — | | | 27,166 | 1,274,858 | | Executive Vice President, General Counsel & Secretary | 2024 | 450,000 | 675,000 | 309,082 | | | 46,370 | 1,480,452 | | Phillip J. Ahn | 2025 | 211,154 | — | — | | | 95,102 | 306,256 | | Chief Financial Officer and Chief Operating Officer(11) | 2024 | 450,000 | — | 540,890 | | | 203,321 | 1,194,211 | | Andrew Moore | 2025 | 550,000 | 1,250,000 | 2,165,623(6) | | 195,736(10) | 208,626 | 4,369,985 | | Co-Chief Executive Officer, B. Riley Securities, Inc.(12) | 2024 | 550,000 | 950,000 | 579,520 | | | 198,146 | 2,277,666 |

  25. 2025 Summary Compensation Table

    ____________ (1) The table above summarizes the total compensation earned by each of our named executive officers for the fiscal years ended December 31, 2025 and 2024. Neither Mr. Riley nor Mr. Kelleher, each of whom were directors during all or a portion of the fiscal years ended December 31, 2025 and 2024, received any compensation for his services as a director. (2) Pursuant to Mr. Riley’s Employment Agreement, salary amounts paid from March 9, 2025 — November 7, 2025 were deducted from amounts reflected in column “Non-Equity Incentive Plan Compensation” that was earned by Mr. Riley from investment banking revenue and fees generated by him under the BRS Incentive Program (as defined above in “Employment Agreements — Amended and Restated Employment Agreement — Bryant R. Riley”). (3) Except as otherwise noted, bonus amounts in 2025 and 2024 were discretionary bonuses for named executive officers approved by the Compensation Committee. In the case of Mr. Yessner, a discretionary bonus of $178,274 was paid to cover tax payments due in connection with his issuance of stock; and an additional discretionary bonus of $700,000 was paid for fiscal year ended December 31, 2025. In the case of Andy Moore, $150,000 paid in 2025 pertained to bonus amounts earned in 2024 and approved by the Compensation Committee and the remaining 2025 discretionary bonus of $1,100,000 was approved by the board of B. Riley Securities Holdings, Inc. (4) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs and Stock Options granted during the applicable fiscal year. The assumptions used in the calculations for the 2024 amounts are described in Note 20 of the Notes to Consolidated Financial Statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024. For a discussion of the material terms of outstanding RSUs and Stock Options, see the table below entitled “Outstanding Equity Awards at 2025 Fiscal Year-End.” (5) Upon joining the Company on June 3, 2025, Mr. Yessner was issued 100,000 unregistered shares of common stock. The closing price of B. Riley Financial common stock on that date was $2.95/share. (6) On March 10, 2025, B. Riley Securities Holdings, Inc. awarded Mr. Moore 187,360 restricted shares of common stock of B. Riley Securities Holdings, Inc., scheduled to vest 50% on March 10, 2028, 25% on March 10, 2029 and 25% on March 10, 2030, provided that he is employed by or providing services to the Corporation or one of its Affiliates, or is a member of its Board of Directors, on the applicable date and has otherwise not previously incurred a separation of services or termination of membership on the Board. The grant date fair value was $11.559/share. (7) In accordance with his employment agreement, on June 3, 2025, Mr. Yessner was awarded options to purchase 300,000 shares of common stock; (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share. One third of each such tranche of stock options shall vest on the first, second and third anniversary of the Award Date, subject to continued employment with the Company through each such date. (8) Pursuant to Mr. Riley’s amended and restated employment agreement effective as of November 8, 2025 and as previously disclosed, he was paid a percentage of the investment banking revenue and fees generated by him under the BRS Incentive Program (as defined below in “Employment Agreements — Amended and Restated Employment Agreement — Bryant R. Riley”). Revenue and fees generated by Mr. Riley at B. Riley Securities Holdings, Inc. contributes significant gross margin to the Company. As noted in Footnote 2, amounts paid to Mr. Riley as Non-Equity Incentive Plan Compensation was reduced by amounts paid to Mr. Riley as salary from March 9, 2025 — November 7, 2025. (9) Represents signing bonuses paid to Mr. Yessner in 2025 pursuant to his employment agreement, as follows: $250,000 upon filing of our 2024 Annual Report on Form 10-K with the SEC, and $250,000 upon filing of our Quarterly Report on Form 10-Q for the quarter ending June 30, 2025. (10) Reflects payment to Mr. Moore under the B. Riley Securities, Inc. Profit Sharing Plan, upon satisfaction of the Plan’s trailing twelve months operating adjusted EBITDA performance metric measured as of September 30, 2025. (11) Mr. Ahn resigned effective as of June 3, 2025. (12) Mr. Moore was not re-appointed as an executive officer of the Company, but continued to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. from September 18, 2025 to January 2, 2026, at which time his position changed to Chairman of the Board of B. Riley Securities Holdings, Inc. (13) The table below shows the components of the All Other Compensation column.

  26. 2025 Summary Compensation Table

    | Name | Dividend Rights Paid Upon 2025 Vesting of RSUs(1) ($) | 401k Plan Match(2) ($) | Other(3) | Total ($) | | Bryant R. Riley | 180,250 | 5,250 | — | 185,500 | | Thomas J. Kelleher | 180,250 | 5,250 | — | 185,500 | | Scott Yessner | — | 5,250 | — | 5,250 | | Alan N. Forman | 21,916 | 5,250 | — | 27,166 | | Andrew Moore | 92,463 | — | 116,163 | 208,626 | | Phillip J. Ahn | 92,463 | 2,639 | — | 95,102 |

  27. 2025 Summary Compensation Table

    ____________ (1) Reflects accrued dividend rights paid upon (i) March 14, 2025 vesting of RSUs originally granted on February 24, 2023 and (ii) June 2, 2025 vesting of RSUs originally granted on May 24, 2022, in each case in accordance with award agreements, as approved by the Compensation Committee. (2) Reflects the 401(k) employer match for 2025 ($5,250 or $2,639, as applicable), which was received by each of our NEOs who contributed to the 401(k) in 2025. Our executive officers are eligible for the same 401(k) match program as is available to all employees. (3) Represents ordinary cash dividends paid on B. Riley Securities Holdings, Inc. Restricted Shares, including $0.22/share on August 27, 2025 and $0.40/share on November 21, 2025.

  28. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards held by our named executive officers as of December 31, 2025.

  29. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Options Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Options Exercise Price ($) | Options Expiration Date | Number of Units of Stock That Have Not Vested(2) (#) | Market Value of Units of Stock That Have Not Vested(3) ($) | | Bryant R. Riley(4) | | | | | 71,793 | 335,273 | | Thomas J. Kelleher(5) | | | | | 71,793 | 335,273 | | Scott Yessner | — | 100,000 | 7.00 | 6/3/2035 | — | — | | | — | 100,000 | 10.00 | 6/3/2035 | | | | | — | 100,000 | 12.50 | 6/3/2035 | | | | Alan N. Forman(6) | | | | | 18,285 | 85,391 | | Andrew Moore(7)(8) | | | | | 37,874 | 176,872 | | | | | | | 187,360 | 2,165,623 | | Phillip J. Ahn(9) | | | | | — | — |

  30. 2025 Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) Represents options to purchase 300,000 shares of common stock awarded to Mr. Yessner as an “employment inducement grant” on June 3, 2025; (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share. One third of each such tranche of stock options shall vest on the first, second and third anniversary of the Award Date, subject to continued employment with the Company through each such date. (2) Represents awards of RSUs granted under the 2021 Plan. (3) The market value of awards of RSUs that have not yet vested is based on the number of unvested RSUs as of December 31, 2025, multiplied by the closing sale price of our common shares on December 31, 2025 ($4.67 per share). (4) Unvested RSUs held by Mr. Riley at December 31, 2025, vest as follows: Subject to continued employment with our Company, 44,101 RSUs vested in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027. (5) Unvested RSUs held by Mr. Kelleher at December 31, 2025, vest as follows: Subject to continued employment with our Company, 44,101 RSUs vested in full on March 15, 2026 and 27,692 RSUs will vest in full on March 15, 2027. (6) Unvested RSUs held by Mr. Forman at December 31, 2025 vest as follows: Subject to continued employment with our Company, 10,373 RSUs vested in full on March 15, 2026 and 7,912 RSUs will vest in full on March 15, 2027. (7) Unvested RSUs held by Mr. Moore at December 31, 2025 vest as follows: Subject to continued affiliation as a consultant with our Company and its subsidiaries, 23,039 RSUs vested in full on March 15, 2026 and 14,835 RSUs will vest in full on March 15, 2027. Mr. Moore was not re-appointed as an executive officer of the Company, but continued to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. from September 18, 2025 to January 2, 2026, at which time his position changed to Chairman of the Board of B. Riley Securities Holdings, Inc. (8) Unvested B. Riley Securities Holdings, Inc. Restricted Shares held by Mr. Moore at December 31, 2025, vest as follows: 50% on March 10, 2028, 25% on March 10, 2029 and 25% on March 10, 2030, provided that he is employed by or providing services to the Corporation or one of its Affiliates, or is a member of its Board of Directors, on the applicable date and has otherwise not previously incurred a separation of services or termination of membership on the Board. The value of non-publicly traded B. Riley Securities Holdings, Inc. shares as of December 31, 2025, was $11.559/share. (9) Mr. Ahn resigned effective as of June 3, 2025. All of Mr. Ahn’s unvested equity awards were forfeited upon such resignation.

  31. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers who is currently employed is party to an employment agreement with the Company, the material terms of which are discussed above under “Employment Agreements.” Each of the employment agreements provides for a severance payment equal to four (4) times such individual’s base salary for Mr. Riley and Mr. Kelleher, two (2) times such individual’s base salary for Mr. Yessner and two-thirds (2/3) times such individual’s base salary for Mr. Forman. The employment agreements also provide for reimbursement of a portion of the executive’s COBRA premiums for up to twelve months following a qualifying termination. Qualifying terminations include (i) termination without Cause by the Company, (ii) termination due to death or disability and (iii) resignation for Good Reason, as such terms are defined therein. Upon termination without Cause or for death or disability or resignation for Good Reason, in accordance with award agreements, unvested time-based RSUs shall vest. In addition, the named executive officers’ employment agreements provide that all outstanding and unvested equity-based awards become fully vested upon a change of control. Mr. Ahn resigned effective as of June 3, 2025 and did not receive any severance payments or benefits in connection with such resignation. Mr. Moore was not re-appointed as an executive officer of the Company, but continues to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. from September 18, 2025 to January 2, 2026, at which time his position changed to Chairman of the Board of B. Riley Securities Holdings, Inc.

  32. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  33. Pay Versus Performance Table

    Pay Versus Performance Table Provided below is the Company’s ‘Pay Versus Performance’ disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. As a smaller reporting company, we are subject to scaled-back requirements under the pay versus performance rules. As such, we have excluded disclosure regarding peer group TSR, a company-selected measure and the list of the most important compensation measures used to determine our NEOs’ compensation. The following table sets forth information concerning: (1) the compensation of our Principal Executive Officers (“PEOs”) (Mr. Riley — Chairman and Co-Chief Executive Officer and Mr. Kelleher — Co-Chief Executive Officer) and the average compensation for our other Named Executive Officers (“Non-PEO NEOs”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2023, 2024 and 2025 and (2) our cumulative total shareholder return (“TSR”), and Net Income (Loss) over such years, in each case determined in accordance with SEC rules:

  34. Pay Versus Performance Table

    | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | | Year | Summary Compensation Table Total for Mr. Riley ($) | Summary Compensation Table Total for Mr. Kelleher ($) | Compensation Actually Paid to Mr. Riley ($)(2) | Compensation Actually Paid to Mr. Kelleher ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return ($)(3) | Net Income (Loss) (millions) | | 2025 | $16,123,180 | $3,335,500 | $16,089,995 | $3,302,315 | $2,118,348 | $2,436,651 | $16.00 | $307 | | 2024 | $2,168,622 | $2,168,622 | $499,153 | $499,153 | $1,584,510 | $969,502 | $15.73 | ($764) | | 2023 | $5,563,318 | $5,563,318 | $4,932,653 | $4,932,653 | $3,378,257 | $3,178,327 | $69.27 | ($100) |

  35. Pay Versus Performance Table

    (1) The following individuals are our other Named Executive Officers for each fiscal year:

  36. Pay Versus Performance Table

    | Year | PEO(s) | Non-PEO NEOs | | 2025 | Bryant R. Riley and Thomas J. Kelleher | Scott Yessner(4), Alan N. Forman, Phillip J. Ahn(5) and Andrew Moore(6) | | 2024 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young(7), Andrew Moore and Alan N. Forman | | 2023 | Bryant R. Riley and Thomas J. Kelleher | Phillip J. Ahn, Kenneth Young, Andrew Moore and Alan N. Forman |

  37. Pay Versus Performance Table

    (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  38. Pay Versus Performance Table

    | | 2025 | | | | Adjustments | Mr. Riley | Mr. Kelleher | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | $0 | $0 | ($745,906) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $0 | $0 | $1,042,144 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $73,750 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $5,743 | $5,743 | $1,123 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ($38,929) | ($38,929) | ($11,618) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | $0 | ($41,191) | | Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | ($33,185) | ($33,185) | $318,303 |

  39. Pay Versus Performance Table

    (3) TSR is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2025, 2024 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (4) Mr. Yessner was appointed effective as of June 3, 2025. (6) Mr. Moore was not re-appointed as an executive officer of the Company, but continued to serve as the Co-Chief Executive Officer of B. Riley Securities, Inc. from September 18, 2025 to January 2, 2026, at which time his position changed to Chairman of the Board of B. Riley Securities Holdings, Inc. (7) Mr. Young resigned effective as of September 20, 2024.

  40. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  41. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use cash and equity-based compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that members of the Board expend in fulfilling their duties to us, the skill level required of such members and other relevant information. The Compensation Committee and the Board have the primary responsibility for reviewing, considering any revisions to, and approving director compensation. We do not pay our employee directors for board service in addition to their regular employee compensation. As approved by our Compensation Committee and effective December 1, 2025, each of our non-employee directors will receive annual fees of $100,000 in cash, payable in quarterly installments, and $100,000 in equity in the form of RSUs granted under the 2021 Plan. Non-employee director RSUs generally vest on the one-year anniversary of grant, subject to the director’s continued service through such date, with accelerated vesting upon a change in control. In addition to the foregoing, the chairpersons of the Audit Committee, the Compensation Committee and the ESG Committee will receive annual fees of $25,000, $20,000 and $15,000, respectively, and each of our non-employee directors that is a member of the Audit Committee, Compensation Committee and ESG Committee will receive annual fees of $10,000, $10,000 and $5,000, respectively. In August 2024, the Compensation Committee approved an annual equity award of RSUs for service from the 2024 annual stockholders meeting on June 21, 2024 through June 21, 2025 (with a June 21, 2025 vesting date) and provided that such award would be granted promptly following the date on which such awards could be permissibly granted under the 2021 Plan. As our Annual Report on Form 10-K (as amended by our 10K/A) has now been filed which has brought the Company’s S-8 registration statements current and the vesting date has passed, it is now permissible for the Company to issue 3,660 shares in respect of these awards to each non-employee director and the Company will do so as soon as practicable. On April 3, 2026, the Compensation Committee approved and granted an annual equity award of RSUs intended to compensate directors for service during 2025-2026. These RSUs will vest at the 2026 annual stockholders meeting, subject to continued service on the Board through such vesting date. In addition, in recognition for extraordinary service during the past few years, each non-employee director will receive a special award of $225,000 in equity in the form of RSUs granted under the 2021 Plan (each, a “Special Equity Award”). The Special Equity Awards will vest on the one-year anniversary of the grant date, provided that the award will continue to vest if a non-employee director ceases to provide services to the Board after the annual meeting of stockholders following the grant date due to such non-employee director’s retirement from the Board. For non-employee directors, “retirement” means the director’s voluntary cessation of service when the director’s age plus years of service equals at least 65 and the director is at least 55 years of age. From January 1, 2025 through March 3, 2025, Tammy Brandt, Renée E. LaBran and Mimi K. Walters received monthly fee of $15,000 for serving on a special committee established by the Company to review the take private proposal presented to the Board by Bryant Riley. Effective March 3, 2025, the take private proposal was withdrawn by Mr. Riley and shortly thereafter the Special Committee was disbanded. From time to time, our non-employee directors may receive additional compensation through equity compensation or otherwise at the discretion of the disinterested directors of the Board for extraordinary service relating to their capacity as members of the Board.

  42. 2025 Director Compensation Table

    2025 Director Compensation Table The following table summarizes the total compensation that members of the Board (other than directors who are named executive officers) earned during the fiscal year ended December 31, 2025 for services rendered as members of the Board.

  43. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Robert L. Antin | 73,478 | | | 73,478 | | Tammy Brandt | 102,273 | | | 102,273 | | Robert D’Agostino | 82,663 | | | 82,663 | | Renée E. LaBran | 109,162 | | | 109,162 | | Randall E. Paulson | 82,663 | | | 82,663 | | Michael J. Sheldon | 71,182 | | | 71,182 | | Mimi K. Walters | 106,865 | | | 106,865 |

  44. 2025 Director Compensation Table

    (1) Bryant R. Riley, a member of the Board, our Chairman and Co-Chief Executive Officer, and Thomas J. Kelleher, a member of the Board and our Co-Chief Executive Officer are not included in this table because as employees Messrs. Riley and Kelleher received no additional compensation for services as directors for 2025. The compensation received by Messrs. Riley and Kelleher as our employees is shown in the summary compensation table provided above in “Executive Compensation-Summary Compensation Table.” (2) Non-employee directors did not receive an annual equity award for Fiscal 2025 in 2025. Instead, this award was approved and granted on April 3, 2026, when the Company was permitted to grant awards under its 2021 Plan. As of December 31, 2025, none of the non-employee directors held outstanding equity awards.