BRC Group Holdings Inc 2025年度报告

(Amendment No. 1)_____________________________________ (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025 OrTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number 001-37503_____________________________________ (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes:No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes:No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing price of the registrant’scommon stock as reported on the Nasdaq Global Market on June 30, 2025, the last business day of the registrant’s most recently completedsecond fiscal quarter, was approximately $63.3 million. As of March27, 2026, there were 35,150,932 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. Auditor Name: BDO USA, P.C.Auditor Location: Los Angeles, CA, USA Auditor Firm ID: 243 Table of Contents EXPLANATORY NOTEThe registrant filed with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended December 31, 2025 on March 31, 2026 (the “Form 10-K”). The registrant is filing this Amendment No. 1 solely to correct the following scrivener’s errors: 1.to correct an error of a missing conformed signatureon the Report of Independent Registered Public Accounting Firm under Item8 of the Form 10-K for the Consolidated Financial Statements;2.to correct an error of a missing conformed signature on the Report of Independent Registered Public Accounting Firm under Item9A of the Form 10-K for the Opinion on Internal Control over Financial Reporting; and3.to correct an error of a missing conformed signatureon Exhibit 23.1 Consent of Independent Registered Public Accounting Firmto the Form 10-K. Except as described above, this Amendment No. 1 does not amend, modify, or otherwise update any other information in the Form 10-K.Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and the Company’s other filings with the SEC. The Company has included as exhibits to this Amendment updated certifications from the Company’s Principal Executive Officer andPrincipal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. BRC GROUP HOLDINGS, INC.INDEX TO ANNUAL REPORT ON FORM 10-KFOR THE FISCA