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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 23, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-37503   27-0223495
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025


(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


 Securities registered pursuant to Section 12(b) of the Act: 


Title of each class  Trading Symbol(s)  Name of each exchange on which registered
Common Stock, par value $0.0001 per share  RILY  Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)  RILYP  Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 7.375% Series B Cumulative Perpetual Preferred Share, par value $0.0001 per share)  RILYL  Nasdaq Global Market
7.25% Senior Notes due 2027  RILYG  Nasdaq Global Market
7.50% Senior Notes due 2027  RILYZ  Nasdaq Global Market
7.375% Senior Notes due 2023  RILYH  Nasdaq Global Market
6.875% Senior Notes due 2023  RILYI  Nasdaq Global Market
6.75% Senior Notes due 2024  RILYO  Nasdaq Global Market
6.50% Senior Notes due 2026  RILYN  Nasdaq Global Market
6.375% Senior Notes due 2025  RILYM  Nasdaq Global Market
6.00% Senior Notes due 2028  RILYT  Nasdaq Global Market


Not Applicable 

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. 


On February 23, 2021, in connection with its periodic review of the Company’s Code of Business Conduct and Ethics (the “Code”), the Board of Directors of the Company amended the Code.  The amendments included, among other things, a separate section on honest and candid conduct and enhancements to the provisions of the Code governing public disclosure, use of corporate property for personal purposes, and others. 


The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code, as amended, is available in the Governance section of the Company's website at https://ir.brileyfin.com/governance.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
14.1   B. Riley – Code of Business Conduct and Ethics_022321
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


March 1, 2021 B. RILEY FINANCIAL, INC.
  By: /s/ Phillip J. Ahn
    Name:  Phillip J. Ahn
    Title: Chief Financial Officer and
Chief Operating Officer