RILY BRC Group Holdings, Inc.

“Management review controls were not appropriately designed and implemented over certain complex accounting areas and disclosures, including: (a) fair value measurement of investments using significant unobservable inputs and related disclosures;”

“Management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.”

“Controls over the completeness and accuracy of information we produce, impacting multiple financial statement areas were not properly designed, implemented or documented.”

“We did not design and implement controls over data provided by third-party service organizations for which a System and Organization Controls ( SOC ) 1 Type 2 report is not available at certain subsidiaries.”

“Information technology general controls ( ITGCs ) in the areas of user access, program change management, and computer operations, related to certain systems, were not appropriately designed or implemented at certain of our subsidiaries.”

“Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2026 due to the material weaknesses described below, that were previously identified in our Form 10-K for the fiscal year ended December 31, 2025.”

“Based upon that evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that as of September 30, 2026 our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses in internal control over financial reporting, described below.”