BRC Group Holdings Seeks to Repurchase Minority Shares of B. Riley Securities and Combine B. Riley Securities with B. Riley Wealth

Transaction Expected to Create a Differentiated Capital Solution for the Small-Cap and Middle Market

LOS ANGELES, April 20, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (Nasdaq: RILY) ("BRCGH" or the "Company"), a diversified holding company, today announced a series of strategic actions designed to consolidate its financial services platform, and posture the company for renewed growth while reinforcing its position as a leading, end-to-end capital markets and advisory partner serving the small-cap and middle market.

The Company intends to repurchase the outstanding shares of B. Riley Securities ("BRS") and seeks to combine BRS with B. Riley Wealth ("BRW"), bringing together the Company's institutional and retail distribution under a single investment banking and wealth management platform. In connection with these actions, BRCGH also announced leadership changes at BRS.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRCGH, said: "There is a critical and growing need for capital in the small-cap and middle market to support the key initiatives of clients. This capital is often time-sensitive, highly structured, and offers attractive risk-adjusted returns. It is often sourced through non-traditional providers such as hedge funds and family offices through a process that is expensive, complex, time-intensive – and that, when not paired with holistic investment banking solutions, can be unnecessarily restrictive to clients and impede their growth.

"With its renewed financial strength, BRCGH recently formalized this activity with the launch of BRC Specialty Finance platform.

"To more efficiently deploy our combined capital resources and continue to accelerate growth of the platform, BRCGH will pursue a repurchase of the approximately 8% of minority shares of BRS not already owned by BRCGH.  Upon completion, BRS expects to be one of the few investment banks supporting its clients with this type of capital, providing a significant competitive advantage."

Merger of BRS and BRW
The Company intends to effect a merger of BRS and BRW by year end, subject to regulatory approval, including approval by FINRA under Rule 1017. The combination is expected to streamline operations across both regulated entities, accelerate combined platform growth, and provide BRW clients with access to appropriate proprietary investment opportunities.  

Realigned Management Team
To steward this next chapter of integrated growth and shareholder creation, the Company has realigned its senior leadership team.  Effective immediately, Bryant Riley, has been appointed Executive Chairman of BRS, Andy Moore returns as Chief Executive Officer of BRS, and Joseph Nardini, Head of Investment Banking, has been promoted to President of BRS.  Bryant and Andy will join, and Joseph will continue to serve, as members of BRS's Executive Committee. Michael Mullen, Chief Executive Officer of BRW, will also join BRS's Executive Committee upon completion of all applicable FINRA registration and regulatory requirements.

Andy Moore, Chief Executive Officer of BRS, said: "These changes are focused on renewed growth and reinforce our commitment to BRS's long-term success. With the combined capital of BRW and BRS behind our platform, we are positioned to move with speed and conviction on complex mandates that require significant capital and deep-rooted relationships. As traditional funding sources retreat, our deeper bench and expanded capabilities make us an attractive choice for clients and talent. The planned merger with BRW is expected to ensure that we are best equipped to capture market momentum and deliver long-term value."

Joseph Nardini, President and Head of Investment Banking of BRS, said: "We are now in a position to leverage our platform to drive long-term value and establish BRS as the strategic capital partner of choice for the underserved small-cap and middle market. The ability to pair investment banking services with BRCGH's capital resources is a powerful proposition for our clients. Combined with increased collaboration between BRS and BRW, we are positioned to deliver greater capacity and capabilities across every mandate."

Michael Mullen, Chief Executive Officer of BRW, said: "The merger of BRS and BRW will give our advisors and their clients access to sophisticated capital markets capabilities and proprietary investment opportunities that differentiate us from our competitors. This elevated offering will establish our wealth platform as a premier destination for top-tier, solutions-oriented advisors. I look forward to serving on the BRS Executive Committee and the significant value-creation opportunity that this new structure will bring to our advisors and customers."

Leadership Transition
Concurrent with these leadership changes, Jimmy Baker has stepped down from his role as Chief Executive Officer of BRS and resigned from the B. Riley Securities Holdings Board of Directors. Riley added: "Jimmy has been a pivotal leader of BRS since joining us in 2010.  We are grateful for his significant contributions and thank him for his leadership and his dedication."

About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, communications, 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 communications 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. BRCGH 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.

About B. Riley Securities, Inc.
BRS provides a full suite of investment banking and capital markets services to corporations, financial sponsors, and institutional investors across all industry verticals. Services include initial and follow-on offerings, debt and equity-linked solutions, institutional private placements, merger and acquisition (M&A) advisory, corporate restructuring, and liability management. Widely recognized for its thematic proprietary equity research, clients benefit from BRS's extensive network, industry expertise, and proven execution capabilities through its end-to-end platform. For more information, visit www.brileysecurities.com. Follow us on LinkedIn.

About B. Riley Wealth
B. Riley Wealth is a full-service investment firm serving the diverse financial needs of individuals and families, businesses and institutions, non-profits, trusts, foundations, and endowments. Our wealth management financial professionals offer consultative investment advice, financial planning expertise, brokerage and tax services. Working alongside you, a B. Riley Wealth financial professional can leverage our expansive array of investment products, tools and technology to implement a sound financial strategy based on your values, needs and goals.

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. Our forward-looking statements include, without limitation, statements regarding our expectation of repurchasing the minority shares of BRS, the anticipated merger between BRS and BRW, the expectation that these actions will maximize revenue and opportunities for clients and the timing of the anticipated transactions. The proposed merger of BRS and BRW is subject to approval by FINRA pursuant to Rule 1017 and other applicable regulatory requirements, and there can be no assurance that such approval will be obtained, that it will not be subject to conditions that materially affect the structure or timing of the proposed merger, or that the merger will be completed on the terms described herein or at all. 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 risk that the parties may not reach agreement on the terms of the minority share repurchase, regulatory delays, general economic conditions and 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 2025 Annual Report on Form 10-K 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.

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SOURCE BRC Group Holdings, Inc.