BRC Group Holdings completed a transaction that eliminated the remaining outside ownership of B. Riley Securities Holdings, Inc. (BRSH), after BRC’s subsidiary already held more than 90% of BRSH. The short-form merger took effect on October 22, 2026, and gives eligible minority shareholders cash in exchange for their BRSH shares.
Key details
- Cash for remaining shares: Each outstanding BRSH share not held by BRC’s subsidiary was converted into a right to receive $8.88 in cash, without interest. Shares held by shareholders who properly pursue appraisal rights are excluded from that cash conversion.
- Restricted awards replaced with BRC awards: Outstanding restricted stock awards in BRSH were cancelled and replaced with restricted stock awards in BRC. The replacement awards cover twice as many BRC shares as the number of BRSH shares underlying the original award, rounded down to a whole share.
- Vesting terms carry over: The replacement awards retain the original awards’ vesting schedule, including any acceleration provisions, and are otherwise governed by BRC’s equity plan and the applicable award agreement.
- Andy Moore’s award: Moore, chief executive of B. Riley Securities and a BRSH director, received a replacement restricted stock award covering 374,720 BRC shares. He had been a named executive officer of BRC through September 18, 2025.
What changes
The transaction consolidates BRSH under BRC by converting the remaining eligible outside shares into cash. Restricted-stock holders are treated differently: rather than receiving the cash consideration for those shares, they receive BRC awards that remain subject to vesting. The announcement does not state the total number of shares cashed out or the aggregate cash cost.