Financial Analysis

ACQUISITIONS On May 3, 2024, one of the Companys wholly owned subsidiaries completed the acquisition of Nogin for a total purchase consideration of approximately $56,370, which consisted of $37,700 in DIP financing and an additional $18,670 in cash consideration. To fund the $18,670 in cash consideration, contemporaneous with the closing, the acquired company issued $15,000 of convertible debt. In accordance with ASC 805, the Company used the acquisition method of accounting for this acquisition. Goodwill of $56,028 and other intangible assets of $17,350, were recorded as a result of the acquisition. The acquisition complements the Companys principal investments strategy and offers potential growth to the Companys portfolio of principal investments. The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $2,425 and included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024. Goodwill recognized from the acquisition of Nogin is tax deductible. The fair value of acquisition consideration and purchase price allocation were as follows: Consideration paid: Cash $ 18,670 Credit bid - Settlement of DIP Facility 37,700 Total Consideration …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Companys securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Companys business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. In addition to such legal and other claims, reviews, investigations, and proceedings, the Company and its subsidiaries are subject to the risk of unasserted claims, including, among others, as it relates to matters related to Mr. Kahn and our investment in Freedom VCM. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. The Company has not accrued for any such contingent liabilities, but such contingent liabilities could be realized which could have a material adverse impact on the Companys financial condition. On February 2, 2026, a stockholder derivative complaint was filed by Adrian Rubio in the U.S. Federal District C …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTES PAYABLE Notes payable consist of the following: December 31, 2024 Nogin convertible note $ 15,242 Bicoastal note 400 FocalPoint deferred cash consideration 12,408 Subtotal 28,050 Less: Unamortized debt discount (29) Total notes payable, net $ 28,021 On May 3, 2024, upon closing of the acquisition of Nogin, Nogin entered into a secured convertible promissory note agreement, pursuant to which Nogin is obligated to repay a $15,000 secured convertible promissory note and a $242 contingent interest note. The notes had an aggregate principal amount of $15,242 as of December 31, 2024, bear interest at an annual rate of 10.0%, and mature on May 3, 2027. On March 31, 2025, the Company signed a Deed of ABC, and the notes were no longer an obligation of the Company. Notes payable as of December 31, 2024 also included $12,408 related to deferred cash consideration owed to the sellers of FocalPoint, which was paid in full in January 2025. Interest expense was $426 and $1,640 during the years ended December 31, 2025 and 2024, respectively.

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During the years ended December 31, 2025 and 2024, revenues recognized for customer contracts for performance obligations that are satisfied at a point in time and over time were: December 31, 2025 December 31, 2024 Revenue recognized at a point in time $ 423,821 $ 498,421 Revenue recognized over time 365,166 487,559 Total revenue $ 788,987 $ 985,980

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SHARE-BASED PAYMENTS AND BENEFIT PLANS (a) Employee Benefit Plans The Company maintains qualified defined contribution 401(k) plans, which cover substantially all of its U.S. employees. Under the plans, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The plan documents permit annual discretionary contributions from the Company. Employer contribution expense is recorded in the Selling, general and administrative expenses line item in the accompanying consolidated statements of operations. Employer contributions for the years ended December 31, 2025 and 2024, included: Year Ended December 31, 2025 2024 Employer contributions - continuing operations $ 1,506 $ 2,008 Employer contributions - discontinued operations 229 700 Total employer contributions $ 1,735 $ 2,708 (b) 2021 Stock Incentive Plan On May 27, 2021, the 2021 Stock Incentive Plan (the 2021 Plan) replaced the Amended and Restated 2009 Stock Incentive Plan (the 2009 Plan) and replaced the FBR & Co. 2006 Long-Term Stock Incentive Plan (the FBR Stock Plan). Equity awards previously granted or available for issuance under the 2009 Plan and FBR Stock Plan are now included in the 2021 Plan activity reported below. The number of shares authorized for issuance under the plan are 4,001,009 and the remaining available for issuance at December 31, 2025 were 2,954,845. Share-based compensation expense for restricted stock units under the 2021 Plan w …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENTS The following tables present information on the financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2025 and 2024. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2025 Using Fair value at December 31, 2025 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments owned: Equity securities $ 304,422 $ 233,199 $ $ 71,223 Partnership interests and other investments 40,082 40,082 Corporate bonds 31,751 31,751 Other fixed income securities 4,373 2,957 1,416 Total securities and other investments owned 380,628 236,156 33,167 111,305 Loans receivable, at fair value 26,303 26,303 Total assets measured at fair value $ 406,931 $ 236,156 $ 33,167 $ 137,608 Liabilities: Securities sold not yet purchased: Equity securities $ 9,342 $ 9,342 $ $ Corporate bonds 467 467 Total securities sold not yet purchased 9,809 9,342 467 Liability-classified warrants 6,400 6,400 Total liabilities measured at fair value $ 16,209 $ 9,342 $ 467 $ 6,400 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2024 Using Fair value at December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Securities and other investments own …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS The carrying amount of goodwill at December 31, 2025 and December 31, 2024 was $392,687. Goodwill is comprised of $158,834 for the Capital Markets Segment, $37,334 for the Wealth Management Segment, $71,551 for the Lingo Segment, $106,461 for the magicJack Segment, $128 for the Marconi Wireless Segment, $15,727 for the UOL Segment, and $2,652 in the Corporate and All Other category. Goodwill is net of accumulated impairment losses of $137,445, of which $79,781 and $57,664 were recorded in the Consumer Products and Corporate and All Other category, respectively, prior to December 31, 2024. Capital Markets Wealth Mgmt. Lingo magicJack Marconi Wireless UOL Consumer Products Corp. & All Other Total (1) Balance as of December 31, 2023 $ 159,366 $ 51,195 $ 71,551 $ 106,461 $ 128 $ 15,727 $ 26,681 $ 5,932 $ 437,041 Changes in goodwill during the year: Acquisition of other businesses 56,028 56,028 Goodwill impairment (26,681) (57,664) (84,345) Reclassified as held for sale (13,861) (3,280) (17,141) Other (532) 1,636 1,104 Balance as of December 31, 2024 $ 158,834 $ 37,334 $ 71,551 $ 106,461 $ 128 $ 15,727 $ $ 2,652 $ 392,687 (1) There were no changes to goodwill by segment as of and during the year ended December 31, 2025. During the year ended December 31, 2025, there were no changes in goodwill. During the year ended December 31, 2024, the changes in goodwill included $1,636 related to certain purchase price accounting adjustments as describ …

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INCOME TAXES During the years ended December 31, 2025 and 2024, the Companys income (loss) from continuing operations before income taxes of $229,559 and $(900,396) includes a United States component of income (loss) from continuing operations before income taxes of $219,246 and $(908,886) and a foreign component comprised of income from continuing operations before income taxes of $10,313 and $8,490, respectively. The Company will recognize any U.S. income tax expense it may incur on global intangible low tax income as income tax expense in the period in which the tax is incurred. The Companys (benefit from) provision for income taxes consists of the following during the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Current: Federal $ (14,853) $ State 2,280 300 Foreign (8,593) 2,515 Total current provision (21,166) 2,815 Deferred: Federal 8,745 18,154 State 3,298 632 Foreign (762) 412 Total deferred 11,281 19,198 Total (benefit from) provision for income taxes $ (9,885) $ 22,013 Net income tax payments during the year ended December 31, 2025 are as follows: Year Ended December 31, 2025 Federal $ (605) States and local: Alabama 292 California 709 New York 552 Tennessee 220 Texas 247 Other states and local 744 Total states and local 2,764 Foreign: Australia 241 Canada 611 India 239 United Kingdom 1,904 Other foreign 73 Total foreign 3,068 Total net income tax payments $ 5,227 A reconciliation of the federal statutory rate of 21.0% to the effective t …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASING ARRANGEMENTS Operating Leases The Companys operating lease assets primarily represent the lease of office space and facilities where the Company conducts its operations. Additional information related to operating leases is presented in the tables below: December 31, 2025 December 31, 2024 Weighted average lease term in years 3.7 4.2 Longest operating lease term in years 6.4 7.4 Weighted average discount rate 6.61 % 6.67 % Year Ended December 31, 2025 December 31, 2024 Operating lease expense (1) $ 17,443 $ 22,330 Operating lease expense attributable to variable lease expense (1) $ 1,995 $ 2,455 Sublease income (1) $ (2,662) $ (2,299) Short-term lease expense (1) $ 4,459 $ 333 Cash payments against operating lease liabilities (2) $ 21,793 $ 24,171 Non-cash lease expense transactions (2) $ 2,000 $ 6,057 (1) Operating lease expense is included in selling, general and administrative expenses in the consolidated statements of operations. (2) Cash flows from operating leases are classified as net cash flows from operating activities in the accompanying consolidated statements of cash flows. As of December 31, 2025, maturities of operating lease liabilities were as follows: Operating Leases Year ending December 31: 2026 $ 15,404 2027 11,221 2028 9,431 2029 5,522 2030 2,777 Thereafter 1,612 Total lease payments 45,967 Less: imputed interest (5,065) Total lease liability $ 40,902 Finance Leases The Companys financing lease assets primarily represent the lease of vehicles for …

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Recent Accounting Standards Not yet adopted In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06, Intangibles - Goodwill and Other Internal Use Software . This ASU was issued to modernize the accounting for software costs by removing references to prescriptive and sequential software development stages and providing an updated framework for capitalizing internal software costs. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position and results of operations. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses - Measurement of Credit Losses for Accounts Receivable and Contract Assets . This ASU provides a practical expedient that simplifies the estimation of credit losses on accounts receivable and contract assets arising from transactions accounted for under ASC 606 - Revenue from Contracts with Customers by assuming that current conditions as of the balance sheet date do not change for the remaining life of these assets when estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim …

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RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the Funds). In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds. Management fees from the Funds during the year ended December 31, 2024 totaled $150. There were no management fees from the Funds during the year ended December 31, 2025. As of December 31, 2024, amounts due from related parties were $189, of which $41 was due from the Funds for management fees and other operating expenses as of December 31, 2024. As of December 31, 2024, amounts due to related parties were $3,404, of which $2,764 related to bebes rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services. As of December 31, 2024, $640 were due to certain of the Companys brand investments from Nogin for sales transactions settled by Nogin as part of its e-commerce related services to the Companys brand investments. During the years ended December 31, 2025 and 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $3,286 and $4,852, respectively, and inventory purchases by bebe from Freedom VCM totaled $8,951 and $15,319, respectively. During the year ended December 31, 2024, Nogin recognized revenues of $7,420 from clients that used to be part …

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RESTRUCTURING CHARGE The Company recorded restructuring charges in the amount of $195 and $1,522 (which were included in the Restructuring charge line item in the accompanying consolidated statements of operations) during the years ended December 31, 2025 and 2024, respectively. The restructuring charges during the year ended December 31, 2025 were primarily related to reorganization and consolidation activities in the Consumer Products segment and Corporate and All Other category, which consisted of reductions in workforce. The restructuring charges during the year ended December 31, 2024 were primarily related to reorganization and consolidation activities in the Lingo segment and Consumer Products segment, which consisted of reductions in workforce. The following table summarizes the changes in accrued restructuring charge during the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Balance, beginning of year $ 1,316 $ 2,540 Restructuring charge 195 1,522 Cash paid (930) (2,158) Non-cash items (220) (588) Balance, end of year $ 361 $ 1,316 The following table summarizes the restructuring activities by reportable segment during the years ended December 31, 2025 and 2024: Lingo Consumer Products Corporate & All Other Total Restructuring charges for the year ended December 31, 2025: Employee termination costs $ $ (90) $ 285 $ 195 Total restructuring charge $ $ (90) $ 285 $ 195 Restructuring charges for the year ended December 31, 2024: Employee ter …

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REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers from the Companys seven reportable operating segments and the Corporate and All Other category during the years ended December 31, 2025 and 2024 is reported below. Capital Markets Wealth Management Lingo magicJack Marconi Wireless UOL Consumer Products Corporate & All Other Total Revenues for the year ended December 31, 2025: Corporate finance, consulting and investment banking fees $ 131,063 $ $ $ $ $ $ $ (435) $ 130,628 Wealth and asset management fees 126,966 7,111 134,077 Commissions, fees and reimbursed expenses 18,958 8,986 473 28,417 Subscription services 164,148 34,459 31,394 11,154 241,155 Sale of goods 1,236 3,390 181,540 4,948 191,114 Advertising and other (1) 2,239 1,991 59,366 63,596 Total revenues from contracts with customers 150,021 135,952 164,148 37,934 34,784 13,145 181,540 71,463 788,987 Trading gains, net 106,364 17,507 1,659 125,530 Fair value adjustments on loans (3,131) 2,683 (448) Interest income - loans 65 10,509 10,574 Interest income - securities lending 6,993 6,993 Other 4,400 22,113 9,450 35,963 Total revenues $ 264,712 $ 175,572 $ 164,148 $ 37,934 $ 34,784 $ 13,145 $ 181,540 $ 95,764 $ 967,599 (1) Advertising and other revenues for the Corporate and All Other category primarily consist of bebes revenues from merchandise rental fees. These also include recycling processing fees for a regional environmental services business, which was sold in March 2025, and managed s …

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BUSINESS SEGMENTS The Company reports segment information based on the various industries the Company operates and how the businesses are managed. These businesses are aggregated into operating segments in a manner that reflects how the Company views the business activities. The Companys businesses are operated by separate local management and certain of the Companys businesses are grouped together when they operate within a similar industry, comprising similarities in products and services, customers, and production processes, and when considered together, may be managed in accordance with one or more investment or operational strategies specific to those businesses. The Companys seven reportable segments, as described in Note 1 - Organization and Nature of Business Operations, reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Companys Chief Operating Decision Maker (CODM) in deciding how to allocate resources and assess performance. The individuals comprising the role of CODM are the Companys two Co-Chief Executive Officers and the Companys Chief Financial Officer, who collectively use segment operating income or loss as a measure of a segments profit or loss. The segment information the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources. Accordingly, asset information is not provided by reportable segm …

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STOCKHOLDERS EQUITY (a) Common Stock In November 2023, the Companys previous share repurchase program for common stock was reauthorized by the Board of Directors for share repurchases up to $50,000, which allowed for the repurchase of common shares and expired in October 2024. The shares repurchased under the program are retired. During the years ended December 31, 2025 and 2024, the Company did not repurchase any shares of its common stock. (b) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the BR Brands Warrants) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. All of the BR Brands Warrants were vested and exercisable in 2021 on the second anniversary of the acquisition of the majority ownership interest in BR Brand Holdings LLC. In April 2024, 200,000 shares of the Companys common stock were issued in connection with the exercise of warrants for cash in the amount of $653. In connection with the Oaktree Credit Agreement, on February 26, 2025 (refer to Note 18 - Term Loans and Revolving Credit Facility), the Company issued seven-year warrants to certain affiliates of Oaktree (the Holders) to purchase approximately 1,832,290 shares (or 6% on a fully diluted basis) of the Companys common stock at an exercise price of $5.14 per share. The warrants contain certain anti-dilution provisions pursuant to which, under certain circumstances, the Holders would be entit …

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SUBSEQUENT EVENTS Amendment to Oaktree Credit Agreement On January 14, 2026, the Company and the BRFH Borrower entered into Amendment No. 4 to the Credit Facility which added an additional carve-out with respect to limitation on investments and allows the Company to repurchase unsecured notes on or prior to June 30, 2026 in an aggregate outstanding amount not to exceed $25,000. Exchange and Repurchase of Senior Notes On February 6, 2026, the Company completed a Section 3(a)(9) exchange with DBA Trading, LLC (the Investor) whereby the Company exchanged 224,226 units of 5.50% Senior Notes due 2026 (RILYK) for 621,604 shares of the Companys common stock. On February 27, 2026, the Company completed a Section 3(a)(9) exchange with the Investor whereby the Company exchanged 250,000 units of 6.50% Senior Notes due 2026 (RILYN), 11,952 units of the 5.00% Senior Notes due 2026 (RILYG) and 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) for 903,309 shares of the Companys common stock. On March 10, 2026, the Company completed a Section 3(a)(9) exchange with the Investor whereby the Company exchanged 95,354 units of the 5.00% Senior Notes due 2026 (RILYG), 204,159 units of the 6.50% Senior Notes due 2026 (RILYN), 217,000 units of the 5.25% Senior Notes due 2028 (RILYZ) and 215,000 units of the 6.00% Senior Notes due 2028 (RILYT) for 2,240,000 shares of the Companys common stock (the March 10 3(a)(9) Transaction). As a result of the March 10 3(a)(9) Transaction, the Investor excee …

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ACQUISITIONS On May 3, 2024, one of the Companys wholly owned subsidiaries completed the acquisition of Nogin for a total purchase consideration of approximately $56,370, which consisted of $37,700 in DIP financing and an additional $18,670 in cash consideration. To fund the $18,670 in cash consideration, contemporaneous with the closing, the acquired company issued $15,000 of convertible debt. In accordance with ASC 805, Business Combinations the Company used the acquisition method of accounting for this acquisition. Goodwill of $56,028 and other intangible assets of $17,350 were recorded as a result of the acquisition. The acquisition complements the Companys principal investments strategy and offers potential growth to the Companys portfolio of principal investments and is recorded in the E-Commerce segment. The assets and liabilities of Nogin, both tangible and intangible, were recorded at their estimated fair values as of the May 3, 2024 acquisition date. Acquisition related costs, such as legal, accounting, valuation and other professional fees related to the acquisition of Nogin, were charged against earnings in the amount of $2,425 and included in the Selling, general and administrative expenses line item in the unaudited condensed consolidated statements of operations for the year ended December 31, 2024. Nogin goodwill recognized subsequent to the acquisition will be non-deductible for tax purposes. The fair value of acquisition consideration and purchase price allo …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

COMMITMENTS AND CONTINGENCIES (a) Legal Matters The Company is subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from the Companys securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Companys business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. In addition to such legal and other claims, reviews, investigations, and proceedings, the Company and its subsidiaries are subject to the risk of unasserted claims, including, among others, as it relates to matters related to Mr. Kahn and our investment in Freedom VCM. If such claims are made, however, the Company believes it has valid defenses from any such claim and any such claim would be without merit. The Company has not accrued for any such contingent liabilities, but such contingent liabilities could be realized which could have a material adverse impact on the Companys financial condition. On January 2, 2026, a stockholder derivative complaint was filed by Joel Friedman in the U.S. Federal District C …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTES PAYABLE On May 3, 2024, upon closing of the acquisition of Nogin, Nogin entered into a secured convertible promissory note agreement with a principal amount of $15,000 with an annual interest rate of 10.00% and a maturity date of May 3, 2027. As of December 31, 2024, the outstanding balance for the secured convertible promissory note payable was $15,000. On March 31, 2025, the Company signed a Deed of ABC, and the $15,000 convertible note was no longer an obligation of the Company. Interest expense on the secured convertible promissory note was $360 during the three months ended September 30, 2024, and $386 and $602 during the nine months ended September 30, 2025 and 2024, respectively. Notes payable as of December 31, 2024 also included $12,408 related to deferred cash consideration owed to the sellers of FocalPoint. The deferred cash consideration was paid in full in January 2025. Interest expense was $145 during the three months ended September 30, 2024, and $30 and $433 during the nine months ended September 30, 2025 and 2024, respectively.

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Revenue from contracts with customers by the Companys five reportable operating segments and the All Other category during the three and nine months ended September 30, 2025 and 2024 was as follows: Capital Markets Wealth Management Communications Consumer Products All Other Total Revenues for the three months ended September 30, 2025 Corporate finance, consulting and investment banking fees $ 53,894 $ $ $ $ $ 53,894 Wealth and asset management fees 3,419 30,881 34,300 Commissions, fees and reimbursed expenses 6,228 1,582 7,810 Subscription services 58,292 58,292 Sale of goods 1,003 46,967 305 48,275 Advertising and other 1,071 11,611 12,682 Total revenues from contracts with customers 63,541 32,463 60,366 46,967 11,916 215,253 Trading gains (losses), net 44,951 8,061 53,012 Fair value adjustments on loans 1,299 1,299 Interest income - loans 2,094 2,094 Interest income - securities lending 2,523 2,523 Other 1,811 1,879 3,690 Total revenues $ 116,219 $ 42,403 $ 60,366 $ 46,967 $ 11,916 $ 277,871 Capital Markets Wealth Management Communications Consumer Products E-Commerce All Other Total Revenues for the three months ended September 30, 2024 Corporate finance, consulting and investment banking fees $ 21,316 $ $ $ $ $ $ 21,316 Wealth and asset management fees 1,252 45,757 47,009 Commissions, fees and reimbursed expenses 5,568 1,618 7,186 Subscription services 65,041 65,041 Sale of goods 1,318 49,793 3,749 388 55,248 Advertising and other 1,200 5,233 23,273 29,706 Total revenues …

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SHARE-BASED PAYMENTS (a) Employee Stock Incentive Plans Under the Companys 2021 Stock Incentive Plan (the 2021 Plan), share-based compensation expense for restricted stock units under the 2021 Plan was: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Share-based compensation expense for restricted stock units for continuing operations $ 1,506 $ 1,995 $ 7,164 $ 14,854 Share-based compensation expense for restricted stock units for discontinued operations 593 1,038 2,148 Total share-based compensation expense for restricted stock units $ 1,506 $ 2,588 $ 8,202 $ 17,002 During the nine months ended September 30, 2025, in connection with employee stock incentive plans, the Company did not grant any restricted stock units. Share based compensation expense is recorded in the Selling, general and administrative expenses line item in the unaudited condensed consolidated statement of operations. The Company began settling equity-classified restricted stock units in cash and as a result of the past practice, the restricted stock units were reclassified to a liability in January of 2025. The change in classification was accounted for as a modification under ASC 718, Compensation - Stock Compensation . The grant date fair value of the original equity award exceeded the fair value of the modified liability award; therefore, the Company continues to recognize compensation expense based on the grant date fair value of the original award and no additional …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS The carrying amount of goodwill at September 30, 2025 and December 31, 2024 was $392,687. Goodwill is comprised of $161,486 for the Capital Markets Segment, $37,334 for the Wealth Management Segment and $193,867 for the Communications Segment. Goodwill is net of accumulated impairment losses of $137,445, of which $79,781 and $57,664 were recorded in the Consumer Products and E-Commerce segments, respectively, prior to December 31, 2024. Intangible assets consisted of the following: As of September 30, 2025 As of December 31, 2024 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Intangibles Net Gross Carrying Value Accumulated Amortization Intangibles Net Amortizable assets: Customer relationships 1 to 16 $ 240,780 $ (142,684) $ 98,096 $ 240,780 $ (126,182) $ 114,598 Domain names 7 170 (170) 170 (170) Advertising relationships 8 755 (230) 525 100 (100) Internally developed software and other intangibles 0.5 to 10 28,597 (25,607) 2,990 29,042 (23,225) 5,817 Trademarks 3 to 10 19,950 (11,516) 8,434 19,950 (10,019) 9,931 Total 290,252 (180,207) 110,045 290,042 (159,696) 130,346 Non-amortizable assets: Tradenames 14,600 14,600 16,100 16,100 Total intangible assets $ 304,852 $ (180,207) $ 124,645 $ 306,142 $ (159,696) $ 146,446 Intangible assets related to tradenames is net of accumulated impairment losses of $22,000, which were recorded prior to December 31, 2024 in the Consumer Products segment. Amortization expense …

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INCOME TAXES The Companys effective income tax rate was a provision of 1.2% for the three months ended September 30, 2025, as compared to a provision of 7.1% for the three months ended September 30, 2024. The Companys effective income tax rate was a provision of less than 1% for the nine months ended September 30, 2025, as compared to a provision of 2.8% for the nine months ended September 30, 2024. During the three months ended September 30, 2025, the Company had a provision for income taxes from continuing operations of $1,183 resulting primarily from the impact of recording uncertain tax positions for state and foreign taxes, interest and penalties. During the three months ended September 30, 2024, the Company had a provision for income taxes from continuing operations of $9,950 resulting primarily from the impact of recording a valuation allowance on deferred tax assets as of September 30, 2024. During the nine months ended September 30, 2025, the Company had a provision for income taxes from continuing operations of $1,194. During the nine months ended September 30, 2024, the Company had a provision for income taxes from continuing operations of $17,803. The effective income tax rates for the three and nine months ended September 30, 2025 are less than the federal statutory tax rate of 21% due to being in a tax loss with a full valuation allowance. The effective income tax rates for the three and nine months ended September 30, 2024 are impacted by the valuation allowanc …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Standards Not yet adopted In December 2025, the FASB issued Accounting Standards Update (ASU) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard update will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company has not yet adopted this update and is currently evaluating the effect this new standard will have on its financial position, results of operations, and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal Use Software . This ASU was issued to modernize the accounting for software costs by removing references to prescriptive and sequential software development stages and providing an updated framework for capitalizing internal software costs. The amendments in this ASU are effective for annual reporting pe …

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RELATED PARTY TRANSACTIONS The Company provides asset management and placement agent services to unconsolidated funds affiliated with the Company (the Funds). In connection with these services, the Funds may bear certain operating costs and expenses which are initially paid by the Company and subsequently reimbursed by the Funds. Management fees from the Funds during the three and nine months ended September 30, 2024 totaled $6 and $149, respectively. There were no management fees from the Funds during 2025. As of September 30, 2025 and December 31, 2024, amounts due from related parties were $202 and $189, respectively, of which $41 was due from the Funds for management fees and other operating expenses at December 31, 2024. As of September 30, 2025 and December 31, 2024, amounts due to related parties were $2,595 and $3,404, respectively, of which $2,595 and $2,764, respectively, related to bebes rent to own stores which are franchised through Freedom VCM and consist of royalty fees, inventory purchases, marketing, and IT services. During the three and nine months ended September 30, 2025, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $1,001 and $3,286, respectively, and inventory purchases by bebe from Freedom VCM totaled $3,612 and $8,951, respectively. During the three and nine months ended September 30, 2024, royalty fees, marketing, and IT services charged to bebe by Freedom VCM totaled $1,176 and $3,701, respectively, and inventory pu …

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RESTRUCTURING CHARGE During the three and nine months ended September 30, 2025, the Company recognized restructuring charges of $184 and $505 (which were included in the Restructuring charge line item in the unaudited condensed consolidated statement of operations), respectively, related to Corporate and the Consumer Products segment, which consisted of reductions in workforce. During the three months ended September 30, 2025, of the $184 total restructuring charges, $184 was related to the Consumer Products segment. During the nine months ended September 30, 2025, of the $505 total restructuring charges, $285 was related to Corporate and $220 was related to the Consumer Products segment. During the three and nine months ended September 30, 2024, the Company recognized restructuring charges of $116 and $925 (which were included in the Restructuring charge line item in the unaudited condensed consolidated statement of operations), respectively, primarily related to reorganization and consolidation activities in the Communications segment and Consumer Products segment, which consisted of reductions in workforce. During the three months ended September 30, 2024, the $116 of total restructuring charges was related to the Communications segment. During the nine months ended September 30, 2024, of the $925 total restructuring charges, $546 was related to the Consumer Products segment and $379 was related to the Communications segment. The following tables summarize the changes in a …

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REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from contracts with customers by the Companys five reportable operating segments and the All Other category during the three and nine months ended September 30, 2025 and 2024 was as follows: Capital Markets Wealth Management Communications Consumer Products All Other Total Revenues for the three months ended September 30, 2025 Corporate finance, consulting and investment banking fees $ 53,894 $ $ $ $ $ 53,894 Wealth and asset management fees 3,419 30,881 34,300 Commissions, fees and reimbursed expenses 6,228 1,582 7,810 Subscription services 58,292 58,292 Sale of goods 1,003 46,967 305 48,275 Advertising and other 1,071 11,611 12,682 Total revenues from contracts with customers 63,541 32,463 60,366 46,967 11,916 215,253 Trading gains (losses), net 44,951 8,061 53,012 Fair value adjustments on loans 1,299 1,299 Interest income - loans 2,094 2,094 Interest income - securities lending 2,523 2,523 Other 1,811 1,879 3,690 Total revenues $ 116,219 $ 42,403 $ 60,366 $ 46,967 $ 11,916 $ 277,871 Capital Markets Wealth Management Communications Consumer Products E-Commerce All Other Total Revenues for the three months ended September 30, 2024 Corporate finance, consulting and investment banking fees $ 21,316 $ $ $ $ $ $ 21,316 Wealth and asset management fees 1,252 45,757 47,009 Commissions, fees and reimbursed expenses 5,568 1,618 7,186 Subscription services 65,041 65,041 Sale of goods 1,318 49,793 3,749 388 55,248 Advertising and other 1, …

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BUSINESS SEGMENTS The Company reports segment information based on the various industries the Company operates and how the businesses are managed. These businesses are aggregated into operating segments in a manner that reflects how the Company views the business activities. The Companys businesses are operated by separate local management and certain of the Companys businesses are grouped together when they operate within a similar industry, comprising similarities in products and services, customers, and production processes, and when considered together, may be managed in accordance with one or more investment or operational strategies specific to those businesses. The Companys five reportable segments reflect the way the Company is managed, and for which separate financial information is available and evaluated regularly by the Companys Chief Operating Decision Maker (CODM) in deciding how to allocate resources and assess performance. The individuals comprising the role of CODM are the Companys two Co-Chief Executive Officers and the Companys Chief Financial Officer, who collectively use segment operating income or loss as a measure of a segments profit or loss. The segment information the CODM regularly receives does not include asset information and does not use segment asset information to assess performance or allocate resources. Accordingly, asset information is not provided by reportable segment. The measure of assets is reported on the unaudited condensed consolida …

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STOCKHOLDERS EQUITY (a) Common Stock In November 2023, the Companys previous share repurchase program for common stock was reauthorized by the Board of Directors for share repurchases up to $50,000 which allowed for the repurchase of common shares and expired in October 2024. The shares repurchased under the program are retired. During the three and nine months ended September 30, 2025 and 2024, the Company did not repurchase any shares of its common stock. (b) Common Stock Warrants On October 28, 2019, the Company issued 200,000 warrants to purchase common stock of the Company (the BR Brands Warrants) in connection with the acquisition of a majority ownership interest in BR Brand Holdings LLC. All of the BR Brands Warrants were vested and exercisable in 2021 on the second anniversary of the acquisition of the majority ownership interest in BR Brand Holdings LLC. In April 2024, 200,000 shares of the Companys common stock were issued in connection with the exercise of warrants for cash in the amount of $653. In connection with the Oaktree Credit Agreement, on February 26, 2025 (refer to Note 11 - Term Loans and Revolving Credit Facility), the Company issued seven-year warrants to certain affiliates of Oaktree Capital Management, L.P. (the Holders) to purchase approximately 1,832,290 shares (or 6% on a fully diluted basis) of the Companys Common Stock at an exercise price of $5.14 per share. The Warrants contain certain anti-dilution provisions pursuant to which, under certain …

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SUBSEQUENT EVENTS Name Change On January 1, 2026, the Companys previously announced name change became effective. The name of the Company is now BRC Group Holdings, Inc. Our trading symbol (RILY) and our CUSIP (05580M108) remain the same. …

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