BRC Group Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
Amendment to Credit Agreement
On January 14, 2026, BRC Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No. 4 (the “Credit Agreement Amendment”) to that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 dated as of March 24, 2025, Amendment No. 2 dated as of July 8, 2025 and Amendment No. 3 dated as of October 8, 2025, the “Credit Agreement”).
The Credit Agreement Amendment added an additional carve-out to Section 6.06 with respect to Limitation on Investments and allows the Company to repurchase unsecured notes on or prior to June 30, 2026 in an aggregate outstanding amount not to exceed $25 million.
The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Company’s repositioning as a holding company, the Company is working through various corporate structuring efforts, including the amendment (the “Amendment”) of that certain Amended and Restated Employment Agreement (the “Agreement”), dated as of April 11, 2023, by and between the Company and, Alan N. Forman, the Company’s Executive Vice President and General Counsel (the “Executive”). The Amendment reduces the Executive’s severance amount to two thirds times the Executive’s base salary.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 4 to Credit Agreement, dated January 14, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC | |
| 10.2 | Amendment No. 1 dated January 15, 2026, to Amended and Restated Employment Agreement, by and between the Registrant and Alan N. Forman | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| BRC Group Holdings, Inc. | ||
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | EVP & CFO | |
Date: January 20, 2026
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