Exhibit 10.1

[Execution Copy]

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between B. Riley Financial, Inc. (the “Company”) and Scott Yessner (“Executive”), effective as of May 19, 2025 (“Effective Date”).

WHEREAS, the Company desires to retain the services of Executive, and Executive desires to be employed by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Company and Executive, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Employment.

The Company shall employ Executive as Executive Vice President & Chief Financial Officer of the Company (“Position”), and Executive agrees to such employment, upon the terms and conditions set forth in this Agreement commencing on June 3, 2025 (the “Commencement Date”). The term of this Agreement (the “Employment Period”) shall initially be for a period of one (1) year following the Commencement Date, which term shall automatically renew for additional one (1) year term, unless either party notifies the other of non-renewal at least ninety (90) days prior to the end the then-current term.

2. Position and Duties.

2.1 Services with the Company. Executive shall perform all duties and functions customarily performed by the Position of a business of the size and nature similar to that of the Company, and such other employment duties as the Company shall assign to him from time to time. Executive shall devote substantially all of his business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Company’s Co-Chief Executive Officers. Notwithstanding the foregoing, Executive will be permitted to act or serve as a director, trustee, committee member or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing in advance to the Company’s Co-Chief Executive Officers and does not interfere with the discharge of his duties hereunder.

3. Compensation.

3.1 Base Salary. As compensation for services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annualized salary of six hundred thousand dollars ($600,000), less applicable tax and other authorized applicable withholdings (the “Base Salary”), which shall be paid in accordance with the Company’s normal payroll procedures and policies. Executive’s salary will be reviewed, and if appropriate, increased, on an annual basis at or after the end of each calendar year.

3.2 Signing Bonus. Executive shall be paid a signing bonus equal to a total of one million dollars ($1,000,000), one quarter of which shall be paid within ten (10) days following each of (i) (i) the date on which the Company files its Annual Report on Form 10-K for the year ending December 31, 2024 with the Securities & Exchange Commission ( the “SEC”), (ii) the date on which the Company files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025 with the SEC, (iii) the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, and (iv) the date on which the Company timely files its Annual Report on Form 10-K for the year ending December 31, 2025. The Executive shall also be paid additional bonuses each equal to one hundred thousand dollars ($100,000) (x) within ten days following the date on which the Company timely files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, and (y) upon the Company realizing an aggregate expense reduction of at least $7,500,000 by no later than December 31, 2025. Such bonus payments will be paid in cash by the Company in full, less applicable tax and other authorized withholdings.

3.3 Annual Performance Bonus. Executive shall be eligible to earn an annual performance bonus based upon his performance and/or the Company’s performance in an amount determined by the Company in its sole discretion (the “Annual Bonus”); provided however, that the target Annual Bonus shall be one million dollars ($1,000,000) and not less than six hundred thousand dollars ($600,000) nor more than one million two hundred thousand dollars ($1,200,000). Any such annual performance bonus will be paid in cash by the Company in full, less applicable tax and other authorized withholdings, by no later than March 15th of the calendar year following the calendar year in which the services were rendered, subject to continued employment through the payment date.

3.4 Stock Options. Promptly following the Commencement Date, the Executive shall be granted stock options exercisable for shares of the Company’s common stock (“Common Stock”), a form which stock option award agreement is attached to this Agreement as Exhibit A (the ”Stock Option Agreement”). The Stock Option Agreement shall entitle the Executive to purchase a total of three hundred thousand (300,000) shares of common stock (i) 100,000 of which are exercisable at $7 per share, (ii) 100,000 of which are exercisable at $10 per share, and (iii) 100,000 of which are exercisable at $12.50 per share. One third of each such tranche of stock options shall vest on the first, second and third anniversary of the Commencement Date, subject to Executive’s continued employment with the Company through each such date. The Stock Option Agreement shall also provide for cashless exercise and customary adjustment provisions in the event of a stock split and other extraordinary corporate transactions. Executive acknowledges and agrees that (i) the stock options are non-transferable, (ii) the shares of common stock issuable upon the exercise thereof shall not be registered for sale to the public, (iii) any shares of common stock issuable upon the exercise thereof will be “restricted securities” (as that term is defined in Rule 144 of the Securities Act of 1933). If the shares of Common Stock issuable upon exercise of the vested stock options granted under the Stock Option Agreement (the “Vested Option Shares”) are (i) not registered for sale to the public at the time the Executive exercises such vested stock options, or (ii) the Vested Option Shares may not be sold by the Executive under Rule 144 of the Securities Act of 1933 following the cashless exercise of such vested stock options, the Executive may elect, upon ten days prior written notice to the Company, to receive the Spread Value (as defined in the Stock Option Agreement) in cash from the Company. The Spread Value shall be paid by the Company to Executive by the end of such ten day notice period and such stock options shall be cancelled.

3.5 Equity Awards.

(a) Promptly following the Commencment Date, the Executive shall be issued one hundred thousand (100,000) unregistered shares of Common Stock.

(b) With respect to each fiscal year of the Company ending during the Employment Period (commencing with the fiscal year ending on December 31, 2026), Executive shall be eligible to receive an annual long-term incentive award with a value determined by the Company in its sole discretion. Any such award shall be subject to the approval of the Company’s Compensation Committee (the “Committee”), and it is expected that such award shall vest annually over a three-year period. Such awards shall be issued pursuant to the Company’s 2021 Stock Incentive Plan (or successor plan) (the “Stock Incentive Plan”). All other terms and conditions applicable to each such award shall be determined by the Committee Notwithstanding the terms of any equity incentive plan or award agreements, as applicable all outstanding unvested stock options, restricted stock units, stock appreciation rights and other unvested equity linked awards granted to Executive during the Employment Period shall become fully vested upon a Change in Control and exercisable for the remainder of their full term.

3.6 Participation in Benefit Plans. Executive shall be included to the extent eligible thereunder in any and all plans of the Company providing benefits for the Company’s executives, including, but not limited to, medical, retirement and disability plans. Executive’s participation in any such plan or program shall be subject to the Company’s policies and the provisions, rules, and regulations applicable to any plans. Nothing in this Agreement shall impose on the Company any affirmative obligation to establish any benefit plan. The Company reserves the right to prospectively terminate or change benefit plans and programs it offers to its employees at any time.

3.7 Expenses.. In accordance with the Company’s policies established from time to time, the Company will pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties under this Agreement, subject to the presentment of appropriate receipts or expense reports in connection with the Company’s policies and procedures.

3.8 Taxes. The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

4. Annual Paid Time Off. Executive shall be entitled to take vacation and sick leave in accordance with the Company’s vacation and leave policy.

5. Compensation upon Termination/Resignation. The Employment Period and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided, that, unless otherwise provided herein, either party shall be required to give the other party at least twenty (20) days advance written notice of any termination of Executive’s employment. Upon termination of Executive’s employment, Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1 Termination with Cause; Resignation. In the event Executive is terminated by the Company with Cause or in the event Executive resigns, Executive shall be paid his Base Salary through the effective date of termination (the “Termination Date”), and accrued unused leave, if any, owed through the Termination Date as well as reasonable unreimbursed business expenses incurred through the Termination Date

5.2 Termination Without Cause, for Death or Disability or Resignation for Good Reason. In the event that Executive is terminated without Cause, for death or Disability or resigns for Good Reason during the Employment Period, in addition to the amounts set forth in Section 5.1 above, Executive shall also receive the Severance Payment (as defined below), payable no later than sixty (60) days after the Termination Date, subject to Executive’s prior execution, delivery and non-revocation of a full general release in form and substance reasonably satisfactory to the Company (the “Release”). The “Severance Payment” shall be a lump sum equal to two (2) times Executive’s Base Salary (as in effect immediately prior to such termination). If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself (and his dependents, if applicable). Such reimbursement shall be paid to Executive on the tenth of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of the Termination Date; and (ii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer.

5.3 Definitions. The following definitions apply to this Agreement:

5.3.1 “Change in Control” has the meaning set forth in the Stock Incentive Plan.

5.3.2 “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.

5.3.3 “Termination with Cause” shall mean (i) Executive’s willful, intentional and continued substantial misconduct in the reasonable judgment of the Company; (ii) other than due to a Disability, Executive’s repeated, intentional gross negligence of duties or intentional gross failure to act which can reasonably be expected to affect materially and adversely the business or affairs of the Company or any subsidiary or affiliate thereof in the reasonable judgment of the Company; (iii) Executive’s gross material breach of any of the obligations contained herein; or (iv) the commission by Executive of any intentional material fraudulent act with respect to the business and affairs of the Company or any subsidiary or affiliate thereof, in the reasonable judgment of the Company; provided, however, that the Company may not terminate Executive’s employment with Cause unless (x) it has provided written notice to Executive of the existence of the circumstances providing grounds for Termination with Cause, and (y) Executive has had at least fifteen (15) from the date on which such notice is provided to cure such circumstances (if such cure is possible).

5.3.4 “Good Reason” shall mean: termination by Executive of his employment with the Company based on:

provided, however; that Executive may not terminate his employment for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such written notice is provided to cure such circumstances. If Executive does not terminate his employment for Good Reason within thirty (30) days following the end of the cure period, then Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

6. Compliance with Section 409A. The parties intend that the payments and benefits contemplated in this Agreement either be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder (collectively, “Section 409A”), or be provided in a manner that complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 6. Notwithstanding anything herein to the contrary, all payments and benefits which are payable hereunder upon Executive’s termination of employment shall be paid or provided only upon a termination of employment that constitutes a “Separation from Service” from the Company within the meaning of Section 409A.

In furtherance of this Section 6, and notwithstanding anything herein to the contrary, to the extent any in-kind benefit or reimbursement to be paid or provided under this Agreement constitutes a “deferral of compensation” within the meaning of Section 409A, then (i) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (within the meaning of Section 409A) to Executive during any calendar year shall not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to Executive in any other calendar year (subject to any lifetime and other annual limits provided under the Company’s group health plans); (ii) any reimbursements for expenses incurred by Executive shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) Executive shall not be entitled to any in-kind benefits or reimbursement for any expenses incurred subsequent to the end of the second calendar year following the calendar year in which Executive incurs a termination of employment; and (iv) the right to any such reimbursement or in-kind benefit may not be liquidated or exchanged for any other benefit.

Any installment payment of post-employment benefits under this Agreement shall be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). Notwithstanding anything in this Agreement to the contrary, if any amount or benefit would constitute compensation subject to penalty taxation under Section 409A and such amount becomes payable or distributable by reason of Executive’s Separation from Service during a period in which Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j), (i) the timing of such amounts or payments shall be delayed until the earlier of (a) the date that is six (6) months and one (1) day after Executive’s Separation from Service and (b) the date of Executive’s death (such applicable date, the “Delayed Initial Payment Date”), and (ii) the Company shall (a) pay Executive a lump sum amount equal to the sum of the benefit payments that Executive would otherwise have received through the Delayed Initial Payment Date (or, with respect to death, the earliest administratively practicable date provided that payment complies with the timing requirements of Section 409A) if the commencement of the payment of the benefits had not been delayed pursuant to this paragraph) and (b) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. In no event may Executive, directly or indirectly, designate the calendar year of payment. If the period after the Termination Date during which the Release must become effective spans two calendar years, any payments or benefits conditioned on the Release will not be made or commence to be made until the second calendar year.

7. Confidential Information, Removal of Documents; Return of Records and Property; Non-Competition; Non-Solicitation; Non-Disparagement.

7.1 Confidential Information. During the Employment Period and thereafter, Executive will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, Executive will not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive will use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit Executive’s rights under applicable law to provide truthful information to the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, U.S. Securities and Exchange Commission, or other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity and in any event, Executive does not need the Company’s permission to do so. Notwithstanding the foregoing, Executive agrees to waive Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a Governmental Entity or not); provided that Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any Governmental Entity or other protected “whistleblower” activity. Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. .

7.2 Removal of Documents; Return of Records and Property. Executive may not remove any records, files, drawings, documents, models, equipment, and the like relating to the Company’s business from the Company’s premises without its written consent, unless such removal is in the furtherance of the Company’s business or is in connection with Executive’s carrying out his duties under this Agreement and, if so removed, they will be returned to the Company promptly after termination of Executive’s employment hereunder, or otherwise promptly after removal if such removal occurs following termination of employment. Upon termination of employment for any reason, Executive shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, laptops, reports, data, tables, and calculations or copies thereof, which are the property of the Company and which relate in any way to the business, products, practices or techniques of the Company (excluding any documentation related to personal compensation and employment terms), and all other property of the Company and Proprietary Information, including, but not limited to, all documents which in whole or in part, contain any trade secrets or confidential information of the Company or its clients, which in any of these cases are in his possession or under his control.

7.3 Rights to Products. Executive will and hereby does assign to the Company all rights to trade secrets inventions, patents, works, copyrights, intellectual property applications and priority rights associated therewith, other intellectual properties ideas and other products relating to the Company’s business developed or reduced to practice by Executive alone or in conjunction with others at any time while employed by the Company. In the event of any conflict between the provision of this Section 7.3 and of any applicable employee manual or similar policy of the Company, the provisions of this Section 7.3 will govern.

7.4 Non-Competition. While Executive is employed by or providing services to the Company, Executive will not directly or indirectly (without the prior written consent of the Company):

7.4.1 hold a two percent (2%) or greater equity (including stock options whether or not exercisable), voting or profit participation interest in a Competitive Enterprise, or

7.4.2 associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise and in connection with Executive’s association engage, or directly or indirectly manage or supervise personnel engaged, in any activity:

(a) that is substantially related to any activity in which Executive was engaged with the Company during the prior twelve (12) months,

(b) that is substantially related to any activity for which Executive had direct or indirect managerial or supervisory responsibility with the Company during the prior twelve (12) months, or

(c) that calls for the application of specialized knowledge or skills substantially related to those used by Executive in his activities with the Company during the prior twelve (12) months.

For purposes of this Agreement, “Competitive Enterprise” means any business enterprise that either (A) engages in any activity that competes anywhere with any activity in which the Company is then engaged or (B) holds a two percent (2%) or greater equity, voting or profit participation interest in any enterprise that engages in such a competitive activity.

7.5 Non-Solicitation

7.5.1 While Executive is employed by or providing services to the Company, and for a period of one (1) year after Executive’s employment is terminated by the Company or Executive for any reason, Executive will not, in any manner, directly or indirectly (without the prior written consent of the Company) Solicit anyone who is then an employee of the Company (or who was an employee of the Company within the prior twelve (12) months) to resign from the Company or to apply for or accept employment with a Competitive Enterprise.

7.5.1 While Executive is employed by or providing services to the Company, Executive will not, in any manner, directly or indirectly (without the prior written consent of the Company): (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Company, (ii) transact business with any Client that would cause Executive to be a Competitive Enterprise or (iii) interfere with or damage any relationship between the Company and a Client.

For purposes of this Agreement, a “Client” means any client or prospective client of the Company to whom Executive provided services, or for whom Executive transacted business, or whose identity became known to Executive in connection with his relationship with or employment by the Company, and “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.

7.6 Non-Disparagement. While Executive is employed by or providing services to the Company and thereafter, Executive will not, in any manner, directly or indirectly, make or publish any public statement (orally or in writing) that would libel, slander, disparage, denigrate, ridicule or criticize the Company, any of its affiliates or any of their employees, officers or directors.

7.7 Validity. The terms and provisions of this Section 7 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will thereby be affected. The parties acknowledge that the potential restrictions on Executive’s future employment imposed by this Section 7 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction will find any provisions of this Section 7 unreasonable in duration or geographic scope or otherwise, Executive and the Company agree that the restrictions and prohibitions contained herein will be effective to the fullest extent allowed under applicable law in such jurisdiction.

7.8 Injunctive Relief. In the event of a breach or threatened breach of this Section 7, Executive agrees that the Company will be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledging that damages would be inadequate and insufficient.

7.9 Cease Payments. In the event that Executive materially breaches any of Sections 7.1 through 7.6, the Company’s obligation to make or provide payments or benefits under Section 5 will cease.

7.10 Continuing Operation. Except as specifically provided in this Section 7, the termination of Executive’s employment or of this Agreement will have no effect on the continuing operation of this Section 7.

8. Assignment. The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be assigned or transferred by the Company, and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets.

9. Indemnification. Executive shall be covered by indemnification and director and officer insurance, including advancement of attorneys’ fees, in the same manner as senior executives of the Company.

10. Miscellaneous

10.1 Governing Law; Arbitration. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by JAMS and shall be conducted consistent with the rules, regulations and requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the Parties.

10.2 Prior Agreements. This Agreement, together with the Stock Option Agreement, contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter, including without limitation, that certain Consulting Services Agreement dated March 24, 2025 between the Company and Apex Steel LLC. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

10.3 Amendments. No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by the parties hereto.

10.4 Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and except as provided in Section 5.2 with respect to the reimbursement of certain COBRA expenses, any amounts payable pursuant to Section 5 shall not be reduced by compensation Executive earns on account of employment with another employer.

10.5 No Conflicts. Executive’s acceptance of employment with the Company and the performance of his or her duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he or she is a party or is otherwise bound.

10.6 No Waiver. No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

10.7 Severability. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all which together shall be deemed to be one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Exhibit A – Stock Option Agreement (attached)

Exhibit 10.2

NEITHER THE OPTION (DEFINED BELOW) NOR THE COVERED SHARES (DEFINED BELOW) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (DEFINED BELOW), OR ANY U.S. STATE “BLUE SKY” OR SECURITIES LAWS OR THE SECURITIES LAWS OR REGULATIONS OF ANY NON-U.S. JURISDICTION. SUCH COVERED SHARES CANOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE U.S. FEDERAL, U.S. STATE AND NON-U.S. SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS.

B. RILEY FINANCIAL, INC.

NONSTATUTORY STOCK OPTION AGREEMENT

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”), is effective as of June 3, 2025 (the “Date of Grant”), by and between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and Scott Yessner (the “Grantee”).

W I T N E S S E T H:

This award of stock options to purchase Shares (the “Option”) is intended to constitute an “employment inducement grant” within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. This grant is not made pursuant to the terms of the B. Riley Financial, Inc. 2021 Stock Incentive Plan (as may be amended from time to time, the “Plan”), but, subject to the terms and conditions set forth in this Agreement and the Employment Agreement between the Company and the Grantee, effective as of May 19, 2025 (as may be amended from time to time, the “Employment Agreement”), the Option will be subject to terms of the Plan as if the Option had been granted under the Plan, excluding, for the avoidance of doubt, Sections 1.6.1 and 1.6.2. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Plan.

1. AWARD AND EXERCISE PRICE. The Company hereby grants the Grantee an Option to purchase 300,000 Shares (such Shares, the “Covered Shares”) at an exercise price of:

(i) $7.00 per Covered Share with respect to 100,000 Covered Shares, (ii) $10.00 per Covered Share with respect to 100,000 Covered Shares and (iii) $12.50 per Covered Share with respect to 100,000 Covered Shares (each such price, the applicable “Exercise Price”, and each such tranche of 100,000 Options, a “Tranche”), subject to the terms, conditions and restrictions as set forth in the Plan, this Agreement and the Employment Agreement. The Option is not an Incentive Stock Option.

2. EXERCISABILITY. One third of each Tranche of the Option shall vest and become exercisable on each of the first three anniversaries of the Date of Grant, subject to the Grantee’s continued employment with the Company through each vesting date. Any unvested Options will be forfeited upon the Grantee’s termination of Employment, except upon the Grantee’s termination of Employment due to death, Disability (as defined in the Employment Agreement), by the Company without Cause or by the Grantee for Good Reason, any unvested Options will immediately vest. In addition, unvested Options shall become fully vested upon a Change in Control.

3. EXPIRATION. The Option shall not be exercisable after the Company’s close of business on the last business day that occurs prior to the Expiration Date. Except as may be provided in the Employment Agreement, the “Expiration Date” shall be the earliest to occur of:

4. METHOD OF OPTION EXERCISE.

4.1 Notice of Exercise. Subject to the terms of this Agreement and the Plan, the Option may be exercised in whole or in part by giving a written notice to the Company specifying the number of Covered Shares which the Grantee elects to purchase and the elected method of payment of the Exercise Price in accordance with Section 4.2 if applicable, and shall be accompanied by payment of the Exercise Price for such Shares indicated by the Grantee’s election if applicable.

4.2 Payment of Exercise Price. Payment of the Exercise Price shall be made by deducting from the Shares issuable to the Grantee upon the exercise a number of whole Shares having a Fair Market Value, as determined by the Company, equal to the Exercise Price, unless the Grantee elects, in the notice of exercise provided in accordance with Section 4.1 to pay the Exercise Price by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised, the Grantee alternatively may elect, in the notice of exercise provided in accordance with Section 4.1 to pay the Exercise Price by such other method as is permitted under the Plan and approved by the Committee.

4.3 Compliance with Law. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Shares are traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

5. WITHHOLDING. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes, to the extent such withholding is required by law. The Company shall deduct from the Shares issuable to the Grantee upon the exercise a number of whole Shares having a Fair Market Value, as determined by the Company, equal to the tax withholding obligations of the Company. Upon the exercise, all tax withholding shall be satisfied by deduction of Shares otherwise issuable to the Grantee.

6. REPRESENTATIONS AND WARRANTIES. The Grantee represents and warrants to the Company, as of the date hereof and as of the exercise date, as follows:

6.1 The Grantee is acquiring the Options and underlying Shares for the Grantee’s own account for investment purposes only and not with a current view to, or for resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”);

6.2 Any Shares delivered to the Grantee pursuant to the exercise of the Options under this Agreement will be “restricted securities”’ (as that term is defined in Rule 144 of the Securities Act);

6.3 The Grantee is aware of the provisions of Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer) in a nonpublic offering subject to the satisfaction of certain conditions;

6.4 The Grantee understands neither the Options nor underlying Shares been registered under any state, federal, or other securities laws, nor has any prospectus been filed with respect thereto, and that such shares may not be offered or sold without compliance with applicable securities laws, whether through registration of the offer and sale of such shares, the filing of, and obtaining of a final receipt for, a prospectus in respect of such offer and sale of such Options or Shares, or in reliance upon one or more exemptions from registration or prospectus requirements available under applicable securities laws.

6.5 The Grantee understands that the Company is under no obligation, and does not intend, to effect any registration under the Securities Act at any time or to comply with any exemption under the Securities Act, including but not limited to that set forth in Section 4(a)(1) of the Securities Act and Rule 144 under the Securities Act, which would permit the Shares received upon exercise of the Option to be sold by the Grantee;

6.6 The Grantee is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act and no disqualifying events described in Securities and Exchange Commission Rule 506(d)(1)(i)-(viii) of Regulation D of the Securities Act have occurred with respect to Grantee;

6.7 The Grantee has such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, that the Grantee is capable of evaluating the merits and risks relating to the Grantee’s acquisition of the Options and underlying Shares and making an informed investment decision with respect to such acquisition. The Grantee has been provided the opportunity to ask questions and receive answers concerning the Company and the transaction in which Options are being issued, and to obtain any other information the Grantee deems necessary to verify the accuracy of the information provided to the Grantee; and has otherwise acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire the Options and underlying Shares.

6.8 No federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the Option or the underlying Shares;

6.9 The Grantee shall immediately notify the Company if any of the representations and warranties in this section cease to be true and correct in all respects at any time prior to the exercise date.

7. BINDING EFFECT. By accepting this award, the Grantee agrees to be subject to the terms and conditions of this Agreement.

8. ENTIRE AGREEMENT. The Plan is hereby incorporated by reference in this agreement. This Agreement (including the Plan and the applicable provisions of the Employment Agreement referenced herein) sets forth the entire agreement and understanding of the parties relating to the subject matter herein. In the event of a conflict between this Agreement and the Plan, the terms of this Agreement shall control. Except as specifically provided herein, in the event that any provision of this Agreement is inconsistent with the Employment Agreement, the terms of the Employment Agreement will control.

9. NOTICES. Except to the extent otherwise provided in Section 4.1, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax, or twenty-four (24) hours after being delivered to a reliable overnight courier service for overnight delivery (with delivery costs prepaid), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, as follows: (a) if to the Grantee, at the address on file with the Company and (2) if to the Company, to [●], in each case as subsequently modified by written notice.

10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract, and such execution may be evidenced by electronic means pursuant to any procedures established by the Company for electronic acceptance.

[Signature page follows]

IN WITNESS WHERE OF, the parties hereto have executed this Agreement this May 19, 2025.

[Signature Page to Option Award Agreement]

Exhibit 99.1 

B. Riley Financial Announces CFO Transition

Scott Yessner to Assume Chief Financial Officer Role, Succeeding Phillip Ahn

LOS ANGELES, May 19, 2025 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services company, today announced that Scott Yessner has been appointed Chief Financial Officer, effective June 3, 2025. Mr. Yessner, who has served as a strategic advisor for B. Riley Financial for the past two months, will succeed Phillip Ahn, who is departing to pursue another opportunity.

Mr. Yessner brings to B. Riley significant experience and a proven track record as the Chief Financial Officer of public and private companies, with a particular focus on leading corporate transformations. He previously served as CFO of California Expanded Metal Products Company (CEMCO), where he helped the company improve EBITDA by $40 million over two years, which ultimately culminated in CEMCO’s sale. Prior to that, he was the CFO of Universal Technical Institute where he oversaw a transformation that delivered $45 million improvement in EBITDA and during which time the company’s stock price increased 250 percent. Earlier in his career, he served as a divisional Chief Financial Officer for several large diversified financial services companies, including Wells Fargo Advisors and MUFG Union Bank.

Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial, commented: “We are excited to welcome Scott as our next CFO and believe B. Riley will benefit from his background as both a finance executive and operator. Scott brings substantial experience as a public company CFO, having led successful business transformations and managed complex audits. We are confident he has the right skillset for B. Riley as we evolve our business and deliver value for our clients and shareholders.”

Mr. Yessner said, “B. Riley has tremendous talent and capital markets capabilities, successfully creating value for their clients and shareholders for decades. Working with the B. Riley team and Phil the past two months has been a great experience and should enable a seamless CFO transition. I’m very excited to join and partner with Bryant, Tom and the B. Riley leadership team to deliver great value and dynamic solutions to our valuable clients and drive shareholder value.”

Mr. Riley added, “Phil has been an instrumental member of our executive team for more than a decade, and we thank him for his many contributions and dedication to B. Riley throughout his tenure, including the past year as we executed a number of strategic transactions. We are excited for what we expect to be a seamless transition from Phil to Scott, who has been serving as a strategic advisor over the past two months. We wish Phil much success in his future endeavors.”

Tom Kelleher, Co-Chief Executive Officer of B. Riley Financial, commented: “On behalf of the entire B. Riley team, I want to thank Phil for his leadership and dedication to the Company. Phil has been an important member of our team, and we wish him the very best as he embarks on his next opportunity.”

Mr. Ahn added, “I am proud to have been a part of the B. Riley team for over a decade and am confident that the Company will continue to deliver upon its outlined strategic initiatives. I look forward to supporting Scott and the rest of the organization in this transition.”

B. Riley will file a Form 8-K with the SEC outlining the employment agreement entered into with Mr. Yessner. Under the terms of the agreement and as further detailed in the filing, the Compensation Committee of the B. Riley Board of Directors has granted Mr. Yessner the following equity awards: restricted stock of 100,000 shares of common stock upon start date; and restricted stock options exercisable for a total of 300,000 shares of common stock, of which a third are exercisable at $7 per share, a third are exercisable at $10 per share and a third are exercisable at $12.50 per share. One third of each tranche of options will vest on the first, second and third anniversary of the start date. Additional compensation details will be included in the 8-K.

About Scott Yessner

Mr. Yessner has held broad executive roles in financial services and diverse industrial companies with a track record of successful transformations. Mr. Yessner served as CFO with broad executive responsibilities for CEMCO, a building materials and steel company in Los Angeles where he led an effort to deliver $200 million of value creation in two and a half years. Mr. Yessner also served as CFO for Universal Technical Institute partnering with the organization to drive a company-wide transformation during which time the company’s stock price increased by 250 percent. Prior to these roles, he served as divisional chief financial officer for Wells Fargo Advisors and MUFG Union Bank and held various finance and strategy roles at Jackson National Life Insurance Company. Mr. Yessner has also served as an advisor to private equity firms. Mr. Yessner received a B.A in Economics from the University of California, Los Angeles and is a CPA licensed in CA.

About B. Riley Financial

B. Riley Financial (BRF) is a diversified financial services company that delivers tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. BRF leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its subsidiaries and affiliated entities, BRF provides end-to-end financial services across investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction, and liquidation services. BRF opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. BRF refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. For more information, please visit www.brileyfin.com.

###

Contacts

Investors

ir@brileyfin.com

Media

press@brileyfin.com

Exhibit 99.2

B. Riley Securities Provides Business and Financial Update
Following Carve-Out Transaction

LOS ANGELES, May 19, 2025 – B. Riley Securities Holdings, Inc. (“B. Riley Securities,” “BRS” or the “Company”), a leading middle market investment bank, today provided a business and financial update following its previously announced carve-out transaction with B. Riley Financial, Inc. (“BRF”), and in anticipation of BRS’ future filings of financial statements and quotation on the OTC Markets.

Andy Moore, Chairman and Co-CEO, B. Riley Securities, stated:

“We remain relentlessly focused on delivering for our clients. With our previously announced carve-out from BRF, we are able to provide greater financial transparency and a clearer view into the underlying strength of our business. We are committed to providing our stakeholders with increased visibility into our strategy and vision for value creation. Although transactional activity has been tempered by macro uncertainty, volatility has often presented compelling opportunities for us to gain market share with differentiated, client-focused execution. As a trusted partner to middle market companies and those who invest in them, we take a long-term view in positioning BRS for sustainable growth and maximizing shareholder value.”

Jimmy Baker, Co-CEO & Head of Capital Markets at B. Riley Securities, commented:

“We are proud of how our team navigated a challenging 2024. Over the course of last year, we raised $16.5 billion in debt and equity on behalf of our clients and expanded our capabilities in key areas including Convertibles and Liability Management. In addition, our advisory practice is now more closely aligned with our core clients’ interests with a sharpened strategic focus on Capital Markets. We have also continued to invest in talent across Equity Research, Sales & Trading, and Investment Banking. It will take time for the full impact of our previously announced carve-out and the contribution of our new team members to materialize in our financial results. Our focus remains firmly on long-term value creation and making BRS a destination for top middle market talent while creating opportunities for growth and leadership within our firm.”

Adjusted Year 2024 Financial Highlights

On an adjusted basis, BRS delivered total revenue of $217.7 million, adjusted net revenue of $211.0 million, a net loss of $14.5 million, and adjusted net income of $33.1 million.

The adjusted basis referred to gives effect to the March 2025 contributions of Cascadia Investments Inc. (OTCMKTS: CDIV) and other subsidiaries to BRS as part of the carve-out, as if those contributions had been completed on January 1, 2024. For a reconciliation of non-GAAP measures to their corresponding GAAP measures and additional disclosures, see “Note Regarding Use of Non-GAAP Financial Measures” and the tables below.

In January 2025, the Company repaid all $12.4 million of its outstanding debt.

Reflecting primarily the impact of pre-carve out distributions to BRF, losses pertaining to a legacy investment, cash use in connection with year-end compensation and repayment of debt as discussed above, BRS stands completely debt-free with $68 million in cash and securities owned as of the carve-out effective date.

About B. Riley Securities (BRS)

BRS provides a full suite of investment banking and capital markets services to corporations, financial sponsors, and institutional investors across all industry verticals. Investment banking services include initial, secondary, and follow-on offerings, institutional private placements, merger and acquisition (M&A) advisory, SPACs, corporate restructuring and liability management. Widely recognized for its thematic proprietary equity research, clients benefit from BRS’ extensive network, industry expertise, and proven execution capabilities of its end-to-end financial services platform. For more information, visit www.brileysecurities.com.

Note Regarding Use of Non-GAAP Financial Measures

Certain information set forth herein, including adjusted net revenue and adjusted net income (loss), may be considered non-GAAP financial measures. B. Riley Securities believes this information is useful to investors because it provides a basis for measuring the operating performance of the Company’s business and its revenues and cash flow, (i) excluding in the case of adjusted net revenue, trading gains (losses) on legacy investment positions (net of “regular way” fixed income trading revenue) and fair value adjustments on loans, and including Securities Lending interest expense and (ii) excluding in the case of adjusted net income, fair value adjustments, stock-based compensation, trading gains (losses) on legacy investment positions (net of “regular way” fixed income trading revenue), fair value adjustments on loans and other investment-related expenses, and including the estimated related tax expense or benefit on the aforementioned adjustments, that would normally be included in the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles ("GAAP"). In addition, the Company's management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company's operating performance, management compensation, capital resources, and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.

B. RILEY SECURITIES HOLDINGS, INC.

Condensed Consolidated Balance Sheet as of December 31, 2024

(Unaudited)

(in thousands)

B. RILEY SECURITIES HOLDINGS, INC.

Condensed Consolidated Statements of Operations

Year Ended December 31, 2024

(Unaudited)

(in thousands)

B. RILEY SECURITIES HOLDINGS, INC.

Reconciliation of GAAP to Adjusted Full Year 2024 Results

(Unaudited)

(in thousands)

Contact:

Jo Anne McCusker

B. Riley Securities

press@brileysecurities.com

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