Material Agreement Form 8 K

As previously disclosed, B. Riley Financial, Inc., a Delaware corporation (the "Company") and the Company's wholly owned subsidiary, BR Financial Holdings, LLC, a Delaware limited liability company (the "Borrower"), entered into a credit agreement (as amended prior to the Fifth Amendment (as defined below), the "Credit Agreement"), dated August 21, 2023, by and among the Company, the Borrower, the lenders party thereto, Nomura Corporate Funding Americas, LLC, as administrative agent (the "Administrative Agent") and Computershare Trust Company, N.A., as collateral agent, providing for a $500 million secured term loan credit facility and a $100 million secured revolving loan credit facility.

On December 9, 2024, the Company and the Borrower entered into Amendment No. 5 to Credit Agreement (the "Fifth Amendment") with each of the lenders party thereto and the Administrative Agent, pursuant to which the parties agreed to (i) extend the springing maturity date of the term loans if more than $25,000,000 aggregate principal amount of the March 2026 bonds is outstanding to February 3, 2026 and (ii) permit under certain conditions an additional $10,000,000 of telecommunications financing. There was no fee charged in connection with the Fifth Amendment.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amendment.