UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.02 Termination of a Material Definitive Agreement.
On February 25, 2026, the guaranty dated January 18, 2024 (the “Axos Guaranty”) by BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) (the “Company”) in favor of Axos Bank, as administrative agent (the “Agent”), and the secured parties under that certain Credit Agreement, dated as of January 18, 2024 (as amended, the “B&W Axos Credit Agreement”), among Babcock & Wilcox Enterprises, Inc. (“B&W”), the guarantors party thereto, the lenders party thereto, and the Agent, was terminated and is of no further force and effect.
The Axos Guaranty was terminated in connection with the Tenth Amendment to Credit Agreement and Amendment to Security Agreement, dated as of February 25, 2026 (the “Tenth Amendment”), among B&W, the guarantors party thereto, the lenders party thereto, and the Agent. The Company was not required to make any payments in connection with the termination of the Axos Guaranty.
The foregoing description of the Tenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Tenth Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Tenth Amendment to Credit Agreement and Amendment to Security Agreement, dated as of February 25, 2026, among Babcock & Wilcox Enterprises, Inc., the guarantors party thereto, the lenders party thereto, and Axos Bank, as administrative agent* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.) | |
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | EVP & CFO | |
Date: March 3, 2026
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