Terms

Series

6.875% Series A Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.875%

Rate Type

Fixed

Annual Dividend

$1.72

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

October 7, 2024

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of B. Riley Financial, All Equity Securities Issued With Terms Specifically Ranking Senior To Series A Preferred Stock, All Indebtedness And Liabilities Of Subsidiaries (Structural Subordination), Preferred Equity Interests Held By Others In Subsidiaries; Pari Passu With: Any Future Equity Securities With Terms Specifically Providing Parity With Series A Preferred Stock; Senior To: Common Stock, All Other Equity Securities Not Explicitly Ranked Senior Or Pari Passu

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

2,000,000

Prospectus Summary

B. Riley Financial, Inc. (NASDAQ: RILY) is offering 2,000,000 depositary shares, each representing a 1/1000th fractional interest in a share of its 6.875% Series A Cumulative Perpetual Preferred Stock, with a liquidation preference of $25.00 per depositary share. The fixed coupon pays $1.71875 per depositary share annually ($0.4297 per quarter), and the security is not callable until October 7, 2024, at $25.00 per depositary share. This is a cumulative preferred, meaning missed dividends accrue and must be paid in full before any distributions can be made to common stockholders or junior equity holders — providing meaningful dividend protection relative to non-cumulative structures. The Series A Preferred Stock sits above common equity but below all indebtedness of B. Riley Financial in the capital stack. As a holding company issue, it is structurally subordinated to all liabilities at the operating subsidiary level; subsidiaries have no obligation to upstream funds to support preferred dividends. There is no regulatory capital (Tier 1) call provision, as B. Riley Financial is a diversified financial services firm rather than a bank. In a liquidation, all existing and future debt at both the holding company and subsidiary levels must be satisfied before preferred holders receive their $25.00 per depositary share liquidation preference. At the $25.00 public offering price, the effective yield is 6.875%. Dividends are payable quarterly in arrears on or about the last day of January, April, July, and October, with record dates set between 10 and 30 days prior to each payment date. As dividends of a U.S. C-corporation, they are generally expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual holders and the dividends-received deduction (DRD) for eligible corporate holders, subject to applicable holding period requirements. The dividend stopper blocks any cash distributions on common stock or parity/junior equity if full cumulative dividends on the Series A Preferred have not been paid for all prior periods — though this does not guarantee payment, as debt covenants or legal restrictions could prevent actual payment while dividends continue to accumulate.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If B. Riley Financial has not paid full cumulative dividends on the Series A Preferred Stock for all past periods, it is prohibited from paying dividends on or repurchasing its common stock or any other stock ranking junior to or on parity with the Series A Preferred Stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 68 (Strong)