BRC Group Holdings Inc. (NASDAQ: RILY) announced it will retire approximately $37.9 million in outstanding debt through bond-for-equity exchanges and repurchases with a long-time institutional investor.

The company will cancel 1,343,551 units of publicly-traded senior notes across multiple series in exchange for 4,201,300 shares of common stock at an average price of $7.0933 per share. The transactions are conducted under Section 3(a)(9) of the Securities Act of 1933, with the final transaction scheduled to close March 13, 2026.

Additionally, BRC Group repurchased 171,703 units of its 5.0% senior notes due 2026 (RILYG) for approximately $4.0 million in cash. These publicly-traded senior notes will no longer be outstanding upon closing of the transactions.

The company also plans to redeem its 5.50% Senior Notes due 2026 (RILYK) in the aggregate principal amount of approximately $96 million on March 30, 2026, as previously announced.

"These senior note transactions, combined with continued appreciation in our investment portfolio, have further reduced our net debt position beyond the preliminary estimates communicated for December 31, 2025," said Bryant Riley, Chairman and Co-Chief Executive Officer.

The company filed three Quarterly Reports on Form 10-Q between November 20, 2025 and January 14, 2026 after onboarding a new auditor in September 2025. BRC Group will file a Notification of Late Filing on Form 12b-25 with the SEC by March 17, 2026, extending its Annual Report on Form 10-K deadline to March 31, 2026.

The company expects to release fourth quarter and full year 2025 financial results by March 31, 2026, according to the press release statement.