UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
BRC Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37503 | 27-0223495 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
310-966-1444
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 5.00% Senior Notes due 2026 | RILYG | Nasdaq Global Market | ||
| 6.50% Senior Notes due 2026 | RILYN | Nasdaq Global Market | ||
| 5.25% Senior Notes due 2028 | RILYZ | Nasdaq Global Market | ||
| 6.00% Senior Notes due 2028 | RILYT | Nasdaq Global Market |
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of stockholders (the “Annual Meeting”) of BRC Group Holdings, Inc. (the “Company”) was held on May 19, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.
| 1. | Election of Directors: |
| Nominee for Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| (01) Bryant R. Riley | 12,170,263 | 327,211 | 34,173 | 9,505,241 | ||||||||||||
| (02) Thomas J. Kelleher | 12,141,839 | 357,102 | 32,707 | 9,505,240 | ||||||||||||
| (03) Robert L. Antin | 11,577,747 | 924,317 | 29,583 | 9,505,241 | ||||||||||||
| (04) Tammy Brandt | 12,142,501 | 362,595 | 26,551 | 9,505,241 | ||||||||||||
| (05) Renee E. LaBran | 11,465,094 | 1,039,801 | 26,753 | 9,505,240 | ||||||||||||
| (06) Randall E. Paulson | 11,527,298 | 974,766 | 29,584 | 9,505,240 | ||||||||||||
| (07) Mimi K. Walters | 11,704,630 | 798,188 | 28,828 | 9,505,242 | ||||||||||||
| 2. | Ratification of the selection of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| Votes For | Votes Against | Abstentions | ||
| 21,730,428 | 287,352 | 19,108 |
| 3. | Vote to approve, on an advisory basis, the compensation of our named executive officers: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,707,112 | 1,742,371 | 82,159 | 9,505,246 |
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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. | ||
| By: | /s/ Bryant Riley | |
| Name: | Bryant Riley | |
| Title: | Co-Chief Executive Officer | |
Date: May 26, 2026
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