RILYZ BRC Group Holdings, Inc.

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Executive Summary

BRC Group Holdings (RILY) issued 2,060,683 shares of common stock to DBA Trading, LLC in two privately negotiated Section 3(a)(9) exchanges on May 14 and June 4, 2026, in exchange for the cancellation of 780,070 units of senior notes across four series (RILYN, RILYG, RILYT, RILYZ). The company received no cash proceeds. The total shares issued represent approximately 5.4% of the 40,194,696 shares outstanding post-exchange, triggering this Item 3.02 disclosure. This debt-for-equity swap reduces leverage by eliminating senior notes from the balance sheet but dilutes existing common shareholders.

Key Financial Metrics

Actionable Insight

Key Facts

• Issued 1,129,918 shares on May 14, 2026 and 930,765 shares on June 4, 2026, totaling 2,060,683 shares of common stock.
• Exchanged 780,070 units of senior notes (RILYN, RILYG, RILYT, RILYZ) for common stock, cancelling the notes.
• No cash proceeds received; transaction was a debt-for-equity swap under Section 3(a)(9).
• Post-exchange shares outstanding: 40,194,696 as of June 4, 2026.
• Dilution of approximately 5.4% relative to the post-exchange share count.

Financial Impact

Debt reduction of 780,070 senior note units (face value not disclosed) offset by ~5.4% dilution to common equity. No cash involved.

Risk Factors

• Further debt-for-equity swaps could increase dilution for common shareholders.
• No cash raised limits near-term liquidity improvement.
• If the cancelled notes were trading at a discount, the exchange may imply financial strain.

Market Snapshot

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status

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