UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On August 7, 2026, BRC Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No. 5 to Credit Agreement (the “Credit Agreement Amendment”) which amends 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 to Credit Agreement and Guarantee and Collateral Agreement dated as of March 24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8, 2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025, and Amendment No. 4 to Credit Agreement dated as of January 14, 2026, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Credit Agreement Amendment.
The Credit Agreement Amendment made several changes, including, but not limited to (i) updating the borrowing base components by deleting certain assets and increasing the percentage credit attributable to certain assets; (ii) clarifying that the springing maturity function of the Initial Term Loan Maturity Date would not be triggered by the Company’s September 2026 Bonds or December 2026 Bonds; and (iii) removing the Initial Term Loan Exit Fee and replacing with an amendment fee of $3,1250,000, with such amendment fee being added to the principal balance of the Initial Term Loan and payable on the Initial Term Loan Maturity Date and updating other provisions of the Credit Agreement to coincide with this increase in principal balance.
The Credit Agreement Amendment also added certain carve-outs and baskets to provide the Company with added flexibility. These changes included (i) updating the asset carve-outs subject to the disposition covenant in Section 6.04 to remove legacy assets and add new assets; (ii) adding flexibility for Company subsidiaries to engage in equity line of credit commitment and/or variable rate transactions in the ordinary course of business; (iii) adding an additional basket to Section 6.06 that allows the Company to repurchase unsecured notes on or prior to the Maturity Date in an aggregate outstanding amount not to exceed $25 million; and (iv) extending Section 6.06(p) basket through the Maturity Date to provide added flexibility for the Company to make additional Investments.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 5 to Credit Agreement, dated August 7, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC.* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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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: August 13, 2026
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