{"url_path":"/sec/rilyz/8-k/2026-06-09/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1464790/0001213900-26-066858-index.html","accession_number":"0001213900-26-066858","cik":"0001464790","ticker":"RILY","issuer_name":"BRC Group Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1464790/0001213900-26-066858-index.html","primary_entity_key":"0001464790","primary_entity_name":"BRC Group Holdings, Inc."},"word_count":460,"has_tables":true,"body_markdown":"**ITEM 3.02. Unregistered Sale of Equity Securities.**\n\n \n\nBRC Group Holdings, Inc. (the\n“Company”) is making this disclosure under this Item 3.02 since its unregistered\nsales of equity securities, in the aggregate since its last report filed under this Item 3.02 or its Quarterly Report on Form 10-Q filed\nMay 7, 2026, exceeds 5% of the Company’s total number of shares of common stock (“Common Stock”) outstanding as of May\n5, 2026.\n\n \n\nOn May 14, 2026 and June 4,\n2026, the Company issued shares of Common Stock in privately negotiated transactions (together, the “3(a)(9)\nExchanges”) that were not registered under the Securities Act of 1933 (the “Securities\nAct”).\n\n \n\nOn May 14, 2026, the Company\nagreed to issue 1,129,918 shares of Common Stock to DBA Trading, LLC, an institutional accredited investor (the “Investor”),\nin exchange for 339,449 units of the 6.50% Senior Notes due 2026 (RILYN), 19,654 units of the 5.0% Senior Notes due 2026 (RILYG), 20,332\nunits of the 6.00% Senior Notes due 2028 (RILYT) and 28,742 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the “May\n14 3(a)(9) Notes”).\n\n \n\nOn June 4, 2026, the Company\nissued 930,765 shares of Common Stock to the Investor in exchange for 193,187 units of the 6.50% Senior Notes due 2026 (RILYN), 150,823\nunits of the 5.0% Senior Notes due 2026 (RILYG), 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) and 17,883 units of the 5.25%\nSenior Notes due 2028 (RILYZ) (together, the “June 3 3(a)(9) Notes” and together\nwith the May 14 3(a)(9) Notes, the “Exchanged Senior Notes”).\n\n \n\nIn connection with each of\nthe 3(a)(9) Exchanges, the Exchanged Senior Notes were cancelled, resulting in aggregate cancellation of 780,070 units of Exchanged Senior\nNotes.\n\n \n\nThe\nCompany did not receive any cash proceeds as a result of the 3a9 Exchanges. The issuance of the shares of the Common Stock was made by\nthe Company pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of such act\non the basis that these offers constituted an exchange with an existing holder of the Company’s securities, and no commission or\nother remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to\nexchange any securities of the Company for the Common Stock or other securities of the Company.** **\n\n \n\nAs of June 4, 2026, the Company’s total number\nof shares of Common Stock outstanding was 40,194,696.\n\n \n\n****\n\n1\n\n \n\n****\n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nBRC Group Holdings, Inc.\n\n \n \n \n\n \nBy:\n/s/ Scott Yessner\n\n \nName: \nScott Yessner\n\n \nTitle:\nEVP & CFO\n\n \n\nDate: June 9, 2026\n\n \n\n2"}