Sec Form 4 Filing - KELLEHER THOMAS J /ADV @ B. Riley Financial, Inc. - 2023-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELLEHER THOMAS J /ADV 2. Issuer Name and Ticker or Trading Symbol B. Riley Financial, Inc. [ RILY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO (Last) (First) (Middle) C/O B. RILEY FINANCIAL, INC., 11100 SANTA MONICA BLVD., SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2023 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/15/2023 P 20,000 ( 1 ) A $ 20.2196 896,544 I See note ( 2 ) Common Stock 12/15/2023 G 4,986 ( 3 ) D $ 0 891,558 I See note ( 2 ) Common Stock 95,415 D Common Stock 34,118 I See note ( 4 ) Common Stock 5,600 I By wife ( 5 ) Common Stock 3,405 I By daughter ( 6 ) Common Stock 3,405 I By daughter ( 7 ) Common Stock 3,405 I By daughter ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLEHER THOMAS J /ADV C/O B. RILEY FINANCIAL, INC. 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA90025 Co-CEO Signatures /s/ Thomas J. Kelleher 12/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These transactions were executed in multiple trades at prices ranging from $20.10 to $20.25. The prices reported above reflect the weighted average purchase prices. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 2 )Held of record by Thomas J. Kelleher and wife as Trustees for the Kelleher Family Trust. ( 3 )Represents shares gifted by the reporting person as follows: 1,662 shares each to the accounts of his three daughters. ( 4 )Held by self-directed IRA: Thomas John Kelleher IRA. ( 5 )Held with dispositive power for a daughter. ( 6 )Held with dispositive power for a daughter. ( 7 )Held with dispositive power for a daughter. ( 8 )Held with dispositive power for a daughter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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