B. Riley Financial Eyes Small-Cap Growth, Board Shake-Up at 2025 Annual Meeting

TL;DR

**RILYT is doubling down on small-cap and middle-market, signaling confidence in a niche that could either boom or bust; vote your shares!**

AI Summary

B. Riley Financial, Inc. (RILYT) is holding its 2025 Annual Meeting on December 1, 2025, focusing on its long-standing strategy of serving small-cap and middle-market clients, a segment the company believes is experiencing a 'steadily improving investment environment.' The company, founded in 1997, will elect eight directors for a one-year term, ratify BDO USA, P.C. as its independent auditor for fiscal year 2025, and conduct advisory votes on executive compensation and its frequency. Notably, Michael J. Sheldon will not seek re-election, reducing the board size. Bryant R. Riley, Chairman and Co-CEO, emphasized the company's 28-year history and commitment to its core market, positioning B. Riley to 'grow its leadership position.' The filing highlights the importance of stockholder participation, with 30,597,066 shares of common stock outstanding as of the October 10, 2025 record date, held by 129 stockholders. The company will bear the entire cost of proxy solicitation.

Why It Matters

This DEF 14A filing signals B. Riley Financial's continued strategic focus on the small-cap and middle-market, a potentially lucrative but often volatile segment. For investors, the re-election of key directors like Bryant R. Riley and Thomas J. Kelleher, alongside the departure of Michael J. Sheldon, could influence future strategic direction and governance. The ratification of BDO USA, P.C. as auditor provides continuity in financial oversight. In a competitive landscape, B. Riley's emphasis on an 'underserved market' suggests a differentiated approach that could yield growth, but also carries inherent risks associated with smaller, less liquid companies.

Risk Assessment

Risk Level: medium — The filing itself is a standard proxy statement, indicating low direct risk. However, the company's stated strategy of focusing on the 'small-cap and middle markets' inherently carries medium risk due to the higher volatility and potential for liquidity issues in these segments compared to large-cap investments. The mention of a 'steadily improving investment environment' for these markets suggests a reliance on external economic factors that could shift.

Analyst Insight

Investors should review the director nominees' backgrounds, particularly their experience in small-cap and middle-market finance, to ensure alignment with B. Riley's stated strategy. Participate in the advisory votes on executive compensation to influence governance. Consider the implications of Michael J. Sheldon's departure on board dynamics and expertise.

Key Numbers

• 30,597,066 — Shares of common stock outstanding (As of October 10, 2025, entitled to vote)
• 129 — Stockholders of record (As of October 10, 2025)
• 8 — Number of directors to be elected (For a one-year term at the 2025 Annual Meeting)
• 1997 — Year B. Riley & Co., LLC was founded (Founding year of the stock brokerage firm)
• 2025-12-01 — Date of Annual Meeting (Virtual meeting at 8:00 a.m. Pacific Time)
• 2025-10-10 — Record date for voting (Stockholders of record on this date are entitled to vote)
• 28 — Years of company operation (Since founding in 1997, as stated by Bryant R. Riley)
• 58 — Age of Bryant R. Riley (Chairman and Co-Chief Executive Officer)
• 58 — Age of Thomas J. Kelleher (Co-Chief Executive Officer)
• 66 — Age of Michael J. Sheldon (Director not standing for re-election)

Key Players & Entities

• B. Riley Financial, Inc. (company) — Registrant
• Bryant R. Riley (person) — Chairman and Co-Chief Executive Officer
• Thomas J. Kelleher (person) — Co-Chief Executive Officer and Director
• Michael J. Sheldon (person) — Director not standing for re-election
• BDO USA, P.C. (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• Continental Stock Transfer and Trust Company (company) — Transfer agent
• Robert L. Antin (person) — Director nominee
• Tammy Brandt (person) — Director nominee
• Robert D'Agostino (person) — Director nominee

FAQ

Industry Context

B. Riley Financial, Inc. operates in the financial services sector, focusing on serving small-cap and middle-market clients. This segment is described as experiencing a 'steadily improving investment environment.' The company leverages its 28-year history to maintain and grow its leadership position in this niche.

Regulatory Implications

As a financial services firm, B. Riley is subject to various regulatory requirements. While this specific filing (DEF 14A) is a disclosure document, the company's operations are governed by SEC regulations and other financial industry oversight bodies, impacting its business practices and compliance obligations.

What Investors Should Do

1. Review the director nominees and vote for the election of the eight directors to the Board for a one-year term.
2. Vote to ratify BDO USA, P.C. as the independent auditor for fiscal year 2025.
3. Participate in the advisory vote on executive compensation to express your views on the company's compensation practices.
4. Consider the advisory vote on the frequency of executive compensation votes to indicate your preferred voting cycle (e.g., every 1, 2, or 3 years).

Key Dates

• 2025-12-01: Annual Meeting of Stockholders — This is the date for the company's annual meeting where key decisions like director elections and advisory votes on executive compensation will be made. Stockholders of record as of October 10, 2025, are entitled to vote.
• 2025-10-10: Record Date for Voting — Establishes the list of shareholders eligible to vote at the Annual Meeting. As of this date, there were 30,597,066 shares of common stock outstanding held by 129 stockholders of record.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It provides shareholders with information about matters to be voted on at an annual or special meeting. (This document is the primary source of information for the B. Riley Financial, Inc. 2025 Annual Meeting, detailing proposals, director nominees, and executive compensation.)

Proxy

A document or power of attorney authorizing another person to act as one's agent. In the context of shareholder meetings, it allows a shareholder to vote by mail or online if they cannot attend in person. (The company is soliciting proxies for its Annual Meeting, indicating the importance of shareholder participation in voting on proposals.)

Stockholders of Record

Shareholders whose names are registered on the company's books as of a specific date (the record date). Only these shareholders are entitled to vote. (As of October 10, 2025, there were 129 stockholders of record, holding 30,597,066 shares of common stock, all of whom are eligible to vote.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for it to be validly held and for business to be transacted. (A quorum of stockholders, defined as a majority in voting power of outstanding stock present in person or by proxy, is necessary for the Annual Meeting to be valid.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Specific comparative financial data against the previous year's filing (likely for the 2024 meeting) is not detailed within this excerpt. However, the context highlights a long-standing strategy and a 'steadily improving investment environment,' suggesting a potentially positive outlook compared to prior periods.

Filing Documents

• ea0258809-02.htm (DEF 14A) — 1378KB
• tbriley_logo.jpg (GRAPHIC) — 28KB
• tbarchart_001.jpg (GRAPHIC) — 370KB
• tbarchart_002.jpg (GRAPHIC) — 351KB
• tbarchart_003.jpg (GRAPHIC) — 333KB
• tproxy_001.jpg (GRAPHIC) — 1487KB
• tproxy_002.jpg (GRAPHIC) — 939KB
• 0001213900-25-101228.txt ( ) — 10596KB
• brfi-20251022.xsd (EX-101.SCH) — 9KB
• brfi-20251022_def.xml (EX-101.DEF) — 7KB
• brfi-20251022_lab.xml (EX-101.LAB) — 25KB
• brfi-20251022_pre.xml (EX-101.PRE) — 10KB
• ea0258809-02_htm.xml (XML) — 355KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 PAY VERSUS PERFORMANCE 39 NARRATIVE TO PAY VERSUS PERFORMANCE TABLE 40 DIRECTOR COMPENSATION 43

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 45 REPORT OF THE AUDIT COMMITTEE 46 OTHER MATTERS 47 i Table of Contents B. RILEY FINANCIAL, INC. 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA (310) 966-1444 PROXY STATEMENT For Annual Meeting of Stockholders to be held on December 1, 2025 General The Board of Directors (the "Board" or "Board of Directors") is soliciting proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting") of B. Riley Financial, Inc. to be held on December 1, 2025, at 8:00 a.m. Pacific Time or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be a virtual meeting conducted exclusively via live webcast. All references to "us", "we", "our", "B. Riley" and the "Company" refer to B. Riley Financial, Inc. and its subsidiaries. Solicitation of Proxies The Board is soliciting the accompanying proxy. In accordance with unanimous recommendations of our Board, the individuals named in the proxy will vote all shares represented by proxies in the manner designated, or if no designation is made, they will vote the proxies FOR the election of all of the director nominees, FOR proposals 2 and 3 and for "3 Years" on proposal 4. In their discretion, the proxy holders named in the proxy are authorized to vote on any other matters that may properly come before the Annual Meeting and at any continuation, postponement, or adjournment of the Annual Meeting. As of the date of this proxy statement, the Board does not know of any other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement. The individuals acting as proxies will not vote on a particular matter if the proxy card representing those shares instructs them to abstain from voting on that matter or to the extent a proxy card is marked to show that some of the shares rep

View Full Filing

View this DEF 14A filing on SEC EDGAR