Private Placement (Form 8-K)

ITEM 3.02. Unregistered Sale of Equity Securities.

BRC Group Holdings, Inc. (the "Company") is making this disclosure under this Item 3.02 since its unregistered sales of equity securities, in the aggregate since its last report filed under this Item 3.02 or its Quarterly Report on Form 10-Q filed May 7, 2026, exceeds 5% of the Company's total number of shares of common stock ("Common Stock") outstanding as of May 5, 2026.

On May 14, 2026 and June 4, 2026, the Company issued shares of Common Stock in privately negotiated transactions (together, the "3(a)(9) Exchanges") that were not registered under the Securities Act of 1933 (the "Securities Act").

On May 14, 2026, the Company agreed to issue 1,129,918 shares of Common Stock to DBA Trading, LLC, an institutional accredited investor (the "Investor"), in exchange for 339,449 units of the 6.50% Senior Notes due 2026 (RILYN), 19,654 units of the 5.0% Senior Notes due 2026 (RILYG), 20,332 units of the 6.00% Senior Notes due 2028 (RILYT) and 28,742 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the "May 14 3(a)(9) Notes").

On June 4, 2026, the Company issued 930,765 shares of Common Stock to the Investor in exchange for 193,187 units of the 6.50% Senior Notes due 2026 (RILYN), 150,823 units of the 5.0% Senior Notes due 2026 (RILYG), 10,000 units of the 6.00% Senior Notes due 2028 (RILYT) and 17,883 units of the 5.25% Senior Notes due 2028 (RILYZ) (together, the "June 3 3(a)(9) Notes" and together with the May 14 3(a)(9) Notes, the "Exchanged Senior Notes").

In connection with each of the 3(a)(9) Exchanges, the Exchanged Senior Notes were cancelled, resulting in aggregate cancellation of 780,070 units of Exchanged Senior Notes.

The Company did not receive any cash proceeds as a result of the 3a9 Exchanges. The issuance of the shares of the Common Stock was made by the Company pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with an existing holder of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock or other securities of the Company.

As of June 4, 2026, the Company's total number of shares of Common Stock outstanding was 40,194,696.