BRC Group Holdings, Inc. filed a Current Report on Form 8-K dated October 22, 2026, announcing the completion of a short-form merger with B. Riley Securities Holdings, Inc. The transaction, executed in accordance with Delaware law, resulted in B. Riley Securities Holdings, Inc. surviving the merger as a wholly owned subsidiary of BRC.
The merger became effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of Delaware on October 22, 2026. At the time of the merger, Merger Sub, a wholly owned subsidiary of BRC, owned more than 90% of the outstanding shares of common stock of B. Riley Securities Holdings, Inc.
In connection with the merger, holders of outstanding shares of B. Riley Securities Holdings, Inc. common stock (excluding shares held by Merger Sub, shares subject to restricted stock awards, or those exercising appraisal rights) received $8.88 in cash per share. Additionally, outstanding restricted stock awards were cancelled and substituted with new awards of BRC common stock.
Specifically, Andy Moore, who served as Chief Executive Officer of B. Riley Securities, Inc. and a member of BRC’s board of directors until September 18, 2025, received a Substitute Restricted Stock Award. This award consists of 374,720 shares of BRC common stock, par value $0.0001 per share. The number of shares was calculated as the product of the shares subject to his previous BRSH Restricted Stock Award and two, rounded down to the nearest whole number. The new award is governed by the B. Riley Financial Inc. 2021 Stock Incentive Plan and retains the same vesting terms and schedule as the original award.
