Form 4: BRC Group Co-CEO Reports Tax-Related Share Disposition

Co-CEO Thomas J. Kelleher disposed of 22,440 shares of BRC Group Holdings, Inc. to satisfy tax obligations related to RSU vesting.

Summary

• Co-CEO Thomas J. Kelleher executed a transaction on April 13, 2026, involving the disposition of 22,440 shares of common stock.
• The transaction was a mandatory tax withholding event associated with the vesting of Restricted Stock Units (RSUs) granted in 2023 and 2024.
• The shares were withheld at a price of $7.23 per share.
• Following this transaction, the reporting person maintains a direct beneficial ownership of 70,541 shares, with additional indirect holdings through family trusts, IRAs, and family members.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the share disposition is a routine administrative action related to tax obligations rather than a strategic divestment.

Positives

• The transaction was purely administrative in nature, specifically for tax settlement purposes, rather than an open-market sale indicating a lack of confidence in the company.

Negatives

• The transaction results in a reduction of the Co-CEO's direct equity stake in the company.

Risks

• Continued reliance on equity-based compensation may lead to periodic tax-related share dispositions that impact the reporting person's total beneficial ownership.

Future Outlook

No specific forward-looking guidance regarding company performance was provided in this regulatory filing.

Management Comments

• The transaction represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units.

Industry Context

StockSavvy.ai notes that tax-related share withholding is a standard corporate governance practice for executives, ensuring that equity compensation programs remain compliant with tax regulations without requiring executives to sell shares on the open market.

Comparison to Industry Standards

• The practice of withholding shares for tax obligations upon RSU vesting is consistent with standard executive compensation policies at publicly traded firms.
• The reporting of this transaction via Form 4 adheres to SEC requirements for timely disclosure of insider equity movements.

Related Party Transactions

• The reporting person holds shares through the Kelleher Family Trust, a self-directed IRA, and accounts for his wife and daughters.

Stakeholder Impact

• Minimal impact on shareholders as the transaction is a standard tax-related withholding event.

Next Steps

• No future actions or milestones were disclosed in this filing.

Key Dates

Keywords

BRC Group Holdings, RILY, Insider Trading, Form 4, Co-CEO, Equity Compensation, Tax Withholding