Earnings release
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Exhibit 99.1 FOR IMMEDIATE RELEASE BRC Group Holdings, Inc. Reports Third Quarter 2025 Financial Results Third Quarter 2025 Net Income Available to Common Shareholders of $89.1 Million Third Quarter 2025 Form 10-Q Filed Prior to Nasdaq’s January 20, 2026 Deadline, Bringing SEC Periodic Reporting Current LOS ANGELES, January 14, 2026 – BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (NASDAQ: RILY) (“BRC” or the “Company”), a diversified holding company, today announced the filing of its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2025. Third Quarter 2025 Highlights ● Strong financial performance in the third quarter was led by the Capital Markets segment with $65.4 million in services and fee revenues, the highest quarterly total since the fourth quarter 2023, and segment income of $60.7 million; Wealth segment net income improvement; and consistent financial performance from the Communications segment. ● Total debt was $1.44 billion, and net debt(5) was $702.9 million; reduced net debt in the third quarter by over $120 million through bond exchanges and investment asset appreciation. ● Filed three Form 10-Qs for Q1, Q2 & Q3 2025 within 120 days, achieving NASDAQ compliance ahead of deadline and bringing our financial reporting current. Bryant Riley, Chairman and Co-Chief Executive Officer of BRC, commented: “We are pleased with the third quarter financial results. B. Riley Securities had a very strong quarter across investment banking, advisory, and research and trading with equity and debt capital raises totaling approximately $10.5 billion while delivering product innovation. Our Communications segment produced strong cash flow, consistent with previous quarters. B. Riley Wealth enhanced products and services for clients, while reducing costs and integrating its back office. “Our comprehensive transformation efforts across our businesses, operations, and balance sheet throughout 2025 have significantly enhanced our position for 2026. “The decision to change our name to BRC Group Holdings reflects our evolution over the last three decades from primarily a financial services platform to a portfolio of diverse, distinct companies.” Scott Yessner, Chief Financial Officer of BRC, commented: “With today’s filings, BRC has met the continued listing quarterly report filing deadlines required by Nasdaq and brought our SEC periodic reporting current. We want to thank our team and business partners for their unwavering focus and commitment during this demanding period and congratulate our team on the incredible accomplishment of filing three Form 10-Qs in 120 days.” www.brcgh.com | NASDAQ: RILY 1
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BRC Third Quarter 2025 Financial Results Summary Three Months Ended September 30, (Dollars in thousands, except for share data) 2025 2024 Net income (loss) available to common shareholders $ 89,068 $ (286,412) Basic income (loss) per common share $ 2.91 $ (9.39) Diluted income (loss) per common share $ 2.91 $ (9.39) Three Months Ended September 30, (Dollars in thousands) 2025 2024 Operating Revenues (1) $ 244,102 $ 253,113 Investment Gains (Losses) (2) 33,769 (77,749) Total Revenues $ 277,871 $ 175,364 Total Adjusted EBITDA (3) $ 112,204 $ (89,524) Operating Adjusted EBITDA (4) $ 57,951 $ 12,011 ● Net income available to common shareholders was $89.1 million, compared to a net loss of $(286.4) million in the third quarter 2024. ● Revenues were $277.9 million, compared to $175.4 million in the third quarter 2024. ● Operating revenues(1) were $244.1 million, compared to $253.1 million in the third quarter 2024. ● Adjusted EBITDA(3) was $112.2 million, compared to $(89.5) million in the third quarter 2024. ● Operating adjusted EBITDA(4) was $58.0 million, compared to $12.0 million in the third quarter 2024. ● Total debt was $1.44 billion, with net debt(5) of $702.9 million, compared to $1.77 billion and $1.06 billion, respectively, as of December 31, 2024. ● Cash, cash equivalents, and restricted cash was $185.5 million, compared to $247.3 million as of December 31, 2024. ● Securities and other investments owned were $315.5 million and total investments(6) were $406.7 million, compared to $282.3 million and $432.6 million as of December 31, 2024, respectively. www.brcgh.com | NASDAQ: RILY 2
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● Basic and diluted earnings per common share (EPS) were $2.91 compared to $(9.39) in the third quarter 2024. ● Third quarter results came within previous estimates, except for net income available to common shareholders, which exceeded the top end of the range by approximately $12 million due to lower income tax provision. Segment Third Quarter 2025 Financial Results Summary Segment Revenues Segment Income (Loss) Three Months Ended September 30, Three Months Ended September 30, (Dollars in thousands) 2025 2024 2025 2024 Capital Markets $ 116,219 $ (24,690) $ 60,698 $ (62,319) Wealth Management 42,403 50,059 7,190 780 Communications 60,366 67,559 12,040 8,307 Consumer Products 46,967 49,793 (1,330) (3,506) E-Commerce - 8,982 - (5,188) ● Capital Markets segment revenues increased to $116.2 million, up from $(24.7) million in the same prior year period. Segment income increased to $60.7 million, up from $(62.3) million in the same prior year period. ● Wealth Management segment revenues decreased to $42.4 million, down from $50.1 million in the same prior year period. Segment income increased to $7.2 million, up from $0.8 million in the same prior year period. B. Riley Wealth had over $13 billion of client assets under management as of September 30, 2025. ● Communications segment revenues decreased to $60.4 million, down from $67.6 million in the same prior year period. On a combined basis, communications businesses – magicJack, United Online, Credo Mobile, and Lingo – generated segment income of $12.0 million for the third quarter of 2025. ● Consumer Products segment revenues decreased to $47.0 million, down from $49.8 million in the same prior year period. Segment loss decreased to $(1.3) million, down from $(3.5) million in the same prior year period. About BRC Group Holdings, Inc. BRC Group Holdings, Inc. (Nasdaq: RILY) is a diversified holding company, including financial services, telecom, 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 telecom 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. BRC 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. www.brcgh.com | NASDAQ: RILY 3
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Footnotes See “Note Regarding Use of Non-GAAP Financial Measures” for further discussion of these non-GAAP terms. A reconciliation of Operating Revenues, Adjusted EBITDA, Operating Adjusted EBITDA, Total Investments, and Net Debt to the comparable GAAP financial measures is included in the financial statements portion of this press release. (1) Operating Revenues is defined as the sum of (i) service and fees, (ii) interest income – loans, (iii) interest Income - securities lending, (iv) fixed income spread, (v) trading gains attributable to variable interest transactions, and (vi) sales of goods. (2) Investment Gains (Losses) is defined as sum of (i) trading gains (losses), net and (ii) fair value adjustments on loans, less fixed income spread and trading gains attributable to variable rate transactions. (3) Adjusted EBITDA includes earnings from continuing operations before interest, taxes, depreciation, amortization, restructuring charge, share-based payments, gain or loss on extinguishment of loans, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, and transaction related and other costs. (4) Operating Adjusted EBITDA is defined as Adjusted EBITDA excluding (i) trading gains (losses), net, net of (a) fixed income spread and (b) trading gains attributable to variable rate transactions, (ii) fair value adjustments on loans, (iii) realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and (iv) other investment-related expenses. (5) Net Debt is defined as the sum of (a) term loans, net, (b) senior notes payable, net, (c) revolving credit facility, and (d) notes payable, net of (i) cash and cash equivalents, (ii) restricted cash, (iii) due from clearing brokers net of due to clearing brokers, and (iv) Total Investments. (6) Total Investments is defined as the sum of (a) securities and other investments owned net of (i) securities sold not yet purchased and (ii) noncontrolling interest related to investments from continuing operations, (b) loans receivable, at fair value net of loan participations sold, and (c) other investments reported in prepaid and other assets. www.brcgh.com | NASDAQ: RILY 4
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Note Regarding Use of Non-GAAP Financial Measures Certain of the information set forth herein, including Adjusted EBITDA, Operating Adjusted EBITDA, Investment Adjusted EBITDA, Operating Revenues, Investment Gains (Losses), Total Investments, and Net Debt, may be considered non-GAAP financial measures. BRC Group Holdings, Inc. believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the operating performance of its business and its revenues and cash flow, (i) excluding in the case of Adjusted EBITDA, net interest expense, provisions for or benefit from income taxes, depreciation, amortization, restructuring charge, gain or loss on extinguishment of loans, gain on bargain purchase, gain on sale and deconsolidation of businesses, gain on senior note exchange, impairment of goodwill and tradenames, share-based compensation and transaction related and other costs, (ii) excluding in the case of Operating Adjusted EBITDA, the aforementioned adjustments for adjusted EBITDA as well as trading gains (losses), net, net of fixed income spread and trading gains attributable to variable rate transactions, fair value adjustments on loans, realized and unrealized gains (losses) on investments net of gains attributable to variable rate transactions, and other investment related expenses, (iii) excluding in the case of Operating Revenues, trading gains (losses), net and fair value adjustments on loans less fixed income spread and trading gains attributable to variable rate transactions, (iv) including in the case of Investment Gains (Losses), the aforementioned excluded items of Operating Revenues, (v) including in the case of Total Investments, securities and other investments owned net of (a) securities sold not yet purchased and (b) noncontrolling interest related to investments from continuing operations, loans receivable, at fair value net of loan participations sold, and other investments reported in prepaid and other assets, (vi) including in the case of Net Debt, term loans, net, senior notes payable, net, revolving credit facility, and notes payable net of (a) cash and cash equivalents, (b) restricted cash, (c) due from clearing brokers net of due to clearing brokers, and (d) aforementioned included items of Total Investments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”). In addition, the Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies. 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. 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 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 2024 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the period ended March 31, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025 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. # # # www.brcgh.com | NASDAQ: RILY 5
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BRC GROUP HOLDINGS, INC. Condensed Consolidated Balance Sheets (Dollars in thousands, except par value) September 30, 2025 December 31, 2024 (Unaudited) Assets Assets Cash and cash equivalents $ 184,225 $ 146,852 Restricted cash 1,274 100,475 Due from clearing brokers 148,291 30,713 Securities and other investments owned (includes $245,475 and $215,225 at fair value as of September 30, 2025 and December 31, 2024, respectively) 315,466 282,325 Securities borrowed 106,777 43,022 Accounts receivable, net of allowance for credit losses of $6,580 and $6,100 as of September 30, 2025 and December 31, 2024, respectively 63,457 68,653 Due from related parties 202 189 Loans receivable, at fair value (includes $27,845 and $51,902 from related parties as of September 30, 2025 and December 31, 2024, respectively) 55,018 90,103 Prepaid expenses and other assets (includes $118 and $3,449 from related parties as of September 30, 2025 and December 31, 2024, respectively) 219,401 242,916 Operating lease right-of-use assets 36,263 51,509 Property and equipment, net 18,084 18,679 Goodwill 392,687 392,687 Other intangible assets, net 124,645 146,446 Deferred income taxes 1,300 13,598 Assets held for sale — 84,723 Assets of discontinued operations 2,221 70,373 Total assets $ 1,669,311 $ 1,783,263 Liabilities and Equity (Deficit) Liabilities Accounts payable $ 41,429 $ 51,238 Accrued expenses and other liabilities 183,395 185,745 Deferred revenue 51,982 58,148 Deferred income taxes 2,328 5,462 Due to related parties and partners 2,595 3,404 Securities sold not yet purchased 22,375 5,675 Securities loaned 89,165 27,942 Operating lease liabilities 44,901 58,499 Notes payable — 28,021 Loan participations sold — 6,000 Revolving credit facility 10,167 16,329 Term loans, net 121,924 199,429 Senior notes payable, net 1,311,311 1,530,561 Liabilities held for sale — 41,505 Liabilities of discontinued operations 830 21,321 Total liabilities 1,882,402 2,239,279 Commitments and contingencies BRC Group Holdings, Inc. equity (deficit): Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,563 issued and outstanding as of September 30, 2025 and December 31, 2024; liquidation preference of $120,127 and $114,082 as of September 30, 2025 and December 31, 2024, respectively — — Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,597,066 and 30,499,931 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. 3 3 Additional paid-in capital 596,320 589,387 Accumulated deficit (850,129) (1,070,996) Accumulated other comprehensive loss (6,654) (6,569) Total Registrant stockholders’ deficit (260,460) (488,175) Noncontrolling interests 47,369 32,159
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Total deficit (213,091) (456,016) Total liabilities and deficit $ 1,669,311 $ 1,783,263 www.brcgh.com | NASDAQ: RILY 6
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BRC GROUP HOLDINGS, INC. Condensed Consolidated Statement of Operations (Loss) (Unaudited) (Dollars in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues: Services and fees (includes $1,319 and $2,227 for the three months ended September 30, 2025 and 2024 and $9,168 and $7,802 for the nine months ended September 30, 2025 and 2024 from related parties, respectively) $ 170,668 $ 174,573 $ 475,279 $ 591,563 Trading gains (losses), net 53,012 (1,238) 64,521 (50,226) Fair value adjustments on loans (includes $(49) and $(68,768) for the three months ended September 30, 2025 and 2024 and $(3,185) and $(265,512) for the nine months ended September 30, 2025 and 2024 from related parties, respectively) 1,299 (71,477) (5,997) (259,260) Interest income - loans (includes $647 and $7,472 for the three months ended September 30, 2025 and 2024 and $1,818 and $34,875 for the nine months ended September 30, 2025 and 2024 from related parties, respectively) 2,094 11,251 9,143 51,894 Interest income - securities lending 2,523 7,007 5,487 69,614 Sale of goods 48,275 55,248 140,803 164,254 Total revenues 277,871 175,364 689,236 567,839 Operating expenses: Direct cost of services 31,291 49,659 107,207 168,008 Cost of goods sold 35,001 40,312 106,847 118,897 Selling, general and administrative expenses 143,892 161,075 453,649 518,029 Restructuring charge 184 116 505 925 Impairment of goodwill and tradenames — — 1,500 27,681 Interest expense - Securities lending and loan participations sold 2,094 6,359 4,781 65,055 Total operating expenses 212,462 257,521 674,489 898,595 Operating income (loss) 65,409 (82,157) 14,747 (330,756) Other income (expense): Interest income 1,491 1,432 3,469 2,892 Dividend income 564 675 821 4,139 Realized and unrealized gains (losses) on investments 32,756 (22,197) 28,472 (212,362) Change in fair value of financial instruments and other (3,314) — 9,492 — Gain on sale and deconsolidation of businesses — 476 86,213 790 Gain on senior note exchange 12,222 — 67,208 — Income from equity investments 9,193 6 34,244 12 Loss on extinguishment of debt (950) (5,900) (21,643) (5,780) Interest expense (18,769) (32,996) (72,685) (102,195) Income (loss) from continuing operations before income taxes 98,602 (140,661) 150,338 (643,260) Provision for income taxes (1,183) (9,950) (1,194) (17,803) Income (loss) from continuing operations 97,419 (150,611) 149,144 (661,063) (Loss) income from discontinued operations, net of income taxes (1,866) (136,987) 70,841 (108,270) Net income (loss) 95,553 (287,598) 219,985 (769,333) Net income (loss) attributable to noncontrolling interests 4,470 (3,201) (594) (2,167) Net income (loss) attributable to Registrant 91,083 (284,397) 220,579 (767,166) Preferred stock dividends 2,015 2,015 6,045 6,045 Net income (loss) available to common shareholders $ 89,068 $ (286,412) $ 214,534 $ (773,211) Basic income (loss) per common share: Continuing operations $ 2.97 $ (5.02) $ 4.70 $ (22.01) Discontinued operations (0.06) (4.37) 2.32 (3.52) Basic income (loss) per common share $ 2.91 $ (9.39) $ 7.02 $ (25.53) Diluted income (loss) per common share: Continuing operations $ 2.97 $ (5.02) $ 4.70 $ (22.01)
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Discontinued operations (0.06) (4.37) 2.32 (3.52) Diluted income (loss) per common share $ 2.91 $ (9.39) $ 7.02 $ (25.53) Weighted average basic common shares outstanding 30,597,066 30,499,931 30,541,169 30,281,324 Weighted average diluted common shares outstanding 30,597,066 30,499,931 30,541,169 30,281,324 www.brcgh.com | NASDAQ: RILY 7
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BRC GROUP HOLDINGS, INC. Operating Revenues Reconciliation (Unaudited) (Dollars in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Total revenues $ 277,871 $ 175,364 $ 689,236 $ 567,839 Operating revenues adjustments: Trading (gains) losses, net (53,012) 1,238 (64,521) 50,226 Fair value adjustments on loans (1,299) 71,477 5,997 259,260 Fixed income spread 2,925 5,034 9,509 16,961 Trading gains attributable to variable rate transactions 17,617 — 25,939 — Total revenues adjustments (33,769) 77,749 (23,076) 326,447 Operating revenues $ 244,102 $ 253,113 $ 666,160 $ 894,286 www.brcgh.com | NASDAQ: RILY 8
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BRC GROUP HOLDINGS, INC. Adjusted EBITDA and Operating Adjusted EBITDA Reconciliations (Unaudited) (Dollars in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net income (loss) attributable to Registrant $ 91,083 $ (284,397) $ 220,579 $ (767,166) (Loss) income from discontinued operations, net of income taxes (1,866) (136,987) 70,841 (108,270) Net (income) loss attributable to noncontrolling interests (4,470) 3,201 594 2,167 Income (loss) from continuing operations 97,419 (150,611) 149,144 (661,063) Adjustments: Net (income) loss from continuing operations attributable to noncontrolling interests (4,470) (624) 594 397 Provision for income taxes 1,183 9,950 1,194 17,803 Interest expense 18,769 32,996 72,685 102,195 Interest income (1,491) (1,432) (3,469) (2,892) Share based payments 2,401 2,121 9,981 15,374 Depreciation and amortization 8,434 11,064 27,079 33,757 Restructuring charge 184 116 505 925 Gain on sale and deconsolidation of businesses — (476) (86,213) (790) Gain on senior note exchange (12,222) — (67,208) — Loss on extinguishment of loans 950 5,900 21,643 5,780 Impairment of goodwill and tradenames — — 1,500 27,681 Transactions related costs and other 1,047 1,472 (533) 6,379 Total EBITDA adjustments 14,785 61,087 (22,242) 206,609 Adjusted EBITDA $ 112,204 $ (89,524) $ 126,902 $ (454,454) Operating EBITDA Adjustments: Trading (gains) losses, net (53,012) 1,238 (64,521) 50,226 Fair value adjustments on loans (1,299) 71,477 5,997 259,260 Realized and unrealized (gains) losses on investments (32,756) 22,197 (28,472) 212,362 Fixed income spread 2,925 5,034 9,509 16,961 Trading gains and realized and unrealized gains on investments attributable to variable rate transactions 29,285 — 42,990 — Other investment related expenses 604 1,589 1,671 1,338 Total Operating EBITDA Adjustments (54,253) 101,535 (32,826) 540,147 Operating Adjusted EBITDA $ 57,951 $ 12,011 $ 94,076 $ 85,693 www.brcgh.com | NASDAQ: RILY 9
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BRC GROUP HOLDINGS, INC. Total Investments and Net Debt Reconciliation (Unaudited) (Dollars in thousands) September 30, 2025 December 31, 2024 Cash, cash equivalents, and restricted cash $ 185,499 $ 247,327 Due from clearing brokers 148,291 30,713 Securities and other investments owned 315,466 282,325 Securities sold not yet purchased (22,375) (5,675) Loans receivable, at fair value 55,018 90,103 Loan participations sold — (6,000) Other investments reported in prepaid and other assets 92,412 100,080 Noncontrolling interest (33,811) (28,217) Total investments 406,710 432,616 Notes payable — 28,021 Revolving credit facility 10,167 16,329 Term loans, net 121,924 199,429 Senior notes payable, net 1,311,311 1,530,561 Total debt 1,443,402 1,774,340 Net debt $ 702,902 $ 1,063,684 Contacts Investors ir@brcgh.com Media press@brcgh.com www.brcgh.com | NASDAQ: RILY 10