UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 1, 2025

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-37503		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RILY		Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)		RILYP		Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock		RILYL		Nasdaq Global Market
5.00% Senior Notes due 2026		RILYG		Nasdaq Global Market
5.50% Senior Notes due 2026		RILYK		Nasdaq Global Market
6.50% Senior Notes due 2026		RILYN		Nasdaq Global Market
5.25% Senior Notes due 2028		RILYZ		Nasdaq Global Market
6.00% Senior Notes due 2028		RILYT		Nasdaq Global Market

 

Not Applicable 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2025 annual meeting of stockholders (the “Annual Meeting”) of B. Riley Financial, Inc. (the “Company”) was held on December 1, 2025. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.

 

1.

Election of Directors:

 

Nominee for Director		Votes For				Votes Against				Abstentions				Broker Non-Votes
(01) Bryant R. Riley			10,434,971				400,898				31,154				8,230,239
(02) Thomas J. Kelleher			10,414,663				415,824				36,536				8,230,239
(03) Robert L. Antin			10,253,933				575,091				37,998				8,230,240
(04) Tammy Brandt			10,350,976				480,145				35,900				8,230,241
(05) Robert D’Agostino			9,824,900				1,006,152				35,969				8,230,241
(06) Renee E. LaBran			9,934,506				896,643				35,871				8,230,242
(07) Randall E. Paulson			10,058,596				768,485				39,940				8,230,241
(08) Mimi K. Walters			9,948,766				878,123				40,133				8,230,240

 

2.

Ratification of the selection of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2025:

 

Votes For				Votes Against				Abstentions
	18,676,457				368,976				51,829

 

3.

Vote to approve, on an advisory basis, the compensation of our named executive officers:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	8,918,235				1,667,953				280,832				8,230,242

 

4.

Vote to approve, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers:

 

		Votes For
3 Years			2,617,360
2 Years			356,282
1 Year			6,754,729
TOTAL			9,728,371
Abstentions:			1,138,647

 

 

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.

 

	B. Riley Financial, Inc.
	By:	/s/ Bryant Riley
	Name:	Bryant Riley
	Title:	Co-Chief Executive Officer

 

Date: December 3, 2025