SCHEDULE 13D/A: B. Riley Financial Chairman Bryant Riley Updates Stake and Extends Personal Loan Maturity

Sentiment:

Beneficial Ownership Update 11 April 2025 11:00 PM

Bryant R. Riley, Chairman of B. Riley Financial, Inc., has updated his beneficial ownership to 23% and extended the maturity date of his personal loan with Axos Bank to April 1, 2026, collateralized by a significant portion of his company shares.

Summary

Bryant R. Riley beneficially owns 6,999,886 shares of B. Riley Financial, Inc. Common Stock, representing 23% of the outstanding shares.
This ownership includes 6,800,817 directly held shares (22.3%) and 199,069 indirectly held shares (0.7%) through custodian accounts for family members and a 401(k) plan.
The beneficial ownership percentage is calculated based on 30,497,066 shares outstanding as of February 19, 2025, as reported in the Issuer's Form 10-Q.
Mr. Riley has pledged 5,804,124 shares of Common Stock as collateral to Axos Bank under a Credit Agreement and Pledge Agreement, an arrangement initially entered into in March 2019.
A Ninth Amendment to the Credit Agreement, dated March 27, 2025, modified the revolving credit line to $21,407,944 and extended its maturity date to April 1, 2026.
As of April 9, 2025, the outstanding principal and interest under the Credit Agreement was $21,407,944.
The pledge of shares includes management, voting, and control rights, which Axos Bank may exercise under certain circumstances, such as an event of default.
B. Riley Financial, Inc. (the Company) is explicitly stated as not being a party to Mr. Riley's personal Credit Agreement or Pledge Agreement with Axos Bank.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily providing factual updates on a beneficial ownership stake and an amendment to a pre-existing personal loan agreement. While the loan extension is a positive for the individual, the inherent risks of pledged shares are ongoing and not new disclosures.

Positives

The extension of the loan maturity date to April 1, 2026, provides Bryant R. Riley with additional time and flexibility regarding his personal financing arrangements.

Negatives

A substantial portion of Mr. Riley's shares (5,804,124 shares) remains pledged as collateral, which carries the inherent risk of forced sales if loan-to-collateral value ratios are not maintained or in the event of a default.
The pledge agreement includes the transfer of management, voting, and control rights of the pledged shares to Axos Bank under certain conditions, potentially impacting Mr. Riley's influence over these shares.

Risks

**Margin Call Risk**: Axos Bank may require Mr. Riley to pre-pay the loan proceeds or post additional collateral if certain loan-to-collateral value ratios are not met.
**Foreclosure Risk**: Upon the occurrence and during the continuance of an event of default under the Credit Agreement and Pledge Agreement, Axos Bank may exercise its rights to foreclose on and dispose of the pledged shares and other collateral.
**Control Risk**: The pledge of Mr. Riley's Common Stock includes management rights, voting rights, and control rights, which Axos Bank may exercise under specified circumstances, potentially affecting Mr. Riley's control over a significant portion of his beneficial ownership.

Future Outlook

The maturity date for Bryant R. Riley's personal revolving credit line with Axos Bank has been extended to April 1, 2026.

Industry Context

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Pledge of Voting Rights	Bryant R. Riley has pledged management, voting, and control rights associated with 5,804,124 shares of Common Stock to Axos Bank as collateral for a personal loan. This means Axos Bank could exercise these rights under certain specified circumstances, including an event of default.	2019-03-19	Potentially impacts Mr. Riley's effective control over a significant portion of his beneficial ownership if Axos Bank exercises its rights, though the company itself is not a party to the agreement.

Related Party Transactions

The document details a personal credit agreement between Bryant R. Riley, the reporting person and Chairman of B. Riley Financial, Inc., and Axos Bank, where Mr. Riley's shares of the Issuer are pledged as collateral. The Issuer (B. Riley Financial, Inc.) is explicitly stated as not being a party to this agreement.

Stakeholder Impact

**Shareholders**: The pledge of a significant portion of the Chairman's shares introduces a potential risk of forced sales if loan conditions are not met, which could put downward pressure on the stock price. The extension of the loan maturity provides stability for Mr. Riley's personal financing.
**Employees, Customers, Suppliers, Creditors**: No direct impact on these stakeholders is mentioned in the document.

Key Dates

Date	Description
2014-06-30	Initial Schedule 13D filed with the SEC.
2019-03-19	Original date of the Credit Agreement and Pledge Agreement between Mr. Riley and Axos Bank.
2024-05-10	Company's Schedule 14A filed with the SEC, previously disclosing the pledge of shares.
2024-08-16	Amendment No. 1 to Schedule 13D filed.
2024-10-30	Amendment No. 2 to Schedule 13D filed, disclosing 5,804,124 shares pledged as of that date.
2025-02-19	Date as of which 30,497,066 shares of the Issuer were outstanding, used for beneficial ownership calculation.
2025-02-21	Date Issuer's quarterly report on Form 10-Q was filed with the SEC, reporting shares outstanding.
2025-03-03	Amendment No. 3 to Schedule 13D filed.
2025-03-27	Date of the Ninth Amendment to the Credit Agreement, modifying the loan amount and extending maturity.
2025-04-09	Date as of which 5,804,124 shares were pledged and the outstanding principal and interest was $21,407,944.
2025-04-11	Date of the current Schedule 13D filing (Amendment No. 4) signature.
2026-04-01	New Maturity Date for the revolving credit line under the Ninth Amendment.

Recommendation

hold

Keywords

B. Riley Financial, Bryant R. Riley, Schedule 13D, Beneficial Ownership, Common Stock, Axos Bank, Pledge Agreement, Credit Agreement, Share Collateral, Loan Extension, Corporate Governance, SEC Filing

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