Transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million)On a combined basis, BRC communications businesses and Sangoma generated approximately $441 million in trailing-twelve-month revenue as of June 2026BRC’s communications businesses generated approximately $52 million of segment income on a trailing-twelve-month basis as of June 2026

LOS ANGELES and TORONTO, Sept. 28, 2026 /PRNewswire/ — BRC Group Holdings, Inc. (NASDAQ: RILY) (“BRC” or the “Company”), a diversified holding company, and Sangoma Technologies Corporation (TSX: STC; NASDAQ: SANG) (“Sangoma”), a trusted industry leader delivering cloud-based, on-premises, and hybrid communications solutions, today announced a definitive agreement under which a wholly owned subsidiary of BRC will acquire all issued and outstanding common shares of Sangoma. The transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million).

Bryant Riley, Chairman and Co-CEO of BRC Group Holdings, said: “Our communications portfolio is a proven engine for cash generation, and we believe acquiring a scaled operator like Sangoma accelerates our recurring revenue and earnings power. Through this transaction, we are deploying capital where we see the most compelling opportunity to add durable, recurring cash flow while expanding the enterprise-grade capabilities that our communications portfolio companies offer to the market.”

Ananth Veluppillai, CEO of BRC Telecom, added: “Over the last decade, we have built an ecosystem that allows established communications businesses to operate at their full potential. We have successfully brought five companies onto this platform, providing the operational stability they need to serve their customers while generating significant, sustainable value. Sangoma has built an incredible enterprise-grade architecture and a highly loyal customer base. By combining their strengths with our proven operating model, we are creating a more robust platform for both our customers and our shareholders.”

Strategic Acquisition of Sangoma
Founded in 1984 and headquartered in Markham, Ontario, Sangoma serves more than 100,000 business customers across a base of over 2.7 million unified-communications seats. Its comprehensive solutions span UCaaS, contact center, CPaaS, and connectivity. The platform offers the extensibility to serve customers from small business through the mid-market, anchored by robust, enterprise-grade architecture.

The addition of Sangoma’s capabilities – including its AI-enabled customer experience and contact-center solutions – significantly expands the range of offerings within BRC’s communications portfolio, complementing its established strengths in the SMB and enterprise markets. Upon closing, Sangoma will be held as part of BRC Telecom, BRC’s portfolio of communications businesses, currently comprised of UOL, magicJack, Marconi Wireless, and Lingo (which includes BullsEye Telecom).

BRC’s communications portfolio was formed on the basis of acquiring mature, late-stage companies with predictable revenues, strong gross margins, and meaningful cash flow potential. Since 2016, the Company has acquired five communications businesses with an aggregate total investment of approximately $303 million. Through 2026, these businesses have generated approximately $411 million in cumulative cash distributions — approximately 1.4x their total acquisition cost. On a trailing-twelve-month basis as of June 2026, BRC’s communications businesses generated approximately $52 million of combined segment income.

BRC’s communications portfolio continues to execute against plan as a reliable engine of cash generation, and the addition of Sangoma represents an ideal continuation of this acquisition thesis. On a combined, trailing-twelve-month basis as of June 2026, BRC’s communications businesses and Sangoma generated approximately $441 million of revenue, reflecting approximately $241 million from BRC’s communications businesses and approximately $200 million from Sangoma, as reported by Sangoma.

Transaction Detail
The transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). Under the terms of the agreement, Sangoma shareholders will receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share held. In the aggregate, Sangoma shareholders will receive approximately $170 million in cash and approximately $10 million in BRC shares. Upon completion, current Sangoma shareholders will hold approximately 4% of BRC’s pro forma outstanding shares. In connection with the closing of the transaction, the shares of Sangoma will be delisted from the Toronto Stock Exchange and Nasdaq Stock Market, and BRC will become a reporting issuer under applicable Canadian securities laws.

The transaction is expected to be partially funded through an amended and restated $215 million senior secured term loan facility at BRC’s communications-platform level, together with an equity contribution from BRC. The facility will also be used to retire the existing debt of BRC’s communications businesses. Banc of California is serving as sole lead arranger, bookrunner, and administrative agent on the facility, together with Axos Bank and Israel Discount Bank of New York as lenders. The transaction is not subject to any financing condition.

The transaction has been unanimously approved by the board of directors of BRC and the board of directors of Sangoma. Completion is subject to approval by at least two-thirds of the votes cast by holders of Sangoma shares present in person or represented by proxy at a special meeting of Sangoma shareholders (the “Meeting”), a simple majority of the votes cast by holders of Sangoma shares present in person or represented by proxy at the Meeting, excluding the Sangoma shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, applicable court and regulatory approvals, and other customary closing conditions. The transaction is expected to close no later than early 2027.

Advisors
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel and Choate, Hall & Stewart LLP, Klein Law Group PLLC and The NBD Group, Inc. are acting as US legal counsel to BRC. ATB Cormark Capital Markets is acting as the exclusive financial advisor and fairness opinion provider to Sangoma. Goodmans LLP is acting as Canadian legal counsel and Norton Rose Fulbright LLP is acting as US legal counsel to Sangoma.

About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (NASDAQ: RILY) is a diversified holding company with operations in financial services, communications, and retail, alongside investments in equity, debt, and venture capital. Our core financial services platform provides small-cap and middle-market companies with customized end-to-end solutions at every stage of the enterprise life cycle. Our investment banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business provides financial planning services, including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile, and cloud phone, internet and data, security, and email. Our consumer products and retail businesses provide mobile computing accessories and home furnishings. BRC Group deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

About Sangoma Technologies Corporation
Sangoma (TSX: STC; NASDAQ: SANG) is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.

Additional Information and Where to Find It
In connection with the proposed acquisition of Sangoma, Sangoma expects to call a special meeting of its shareholders and to prepare and make available to its shareholders a management information circular (the “Circular”) containing important information about the proposed transaction. SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Shareholders and other interested parties will be able to obtain a free copy of the Circular (when available), together with other documents filed by Sangoma with the Canadian securities regulatory authorities, under Sangoma’s profile on SEDAR+ at www.sedarplus.ca and, to the extent furnished or filed with the U.S. Securities and Exchange Commission (the “SEC”), on the SEC’s website at www.sec.gov. Copies of these documents may also be obtained free of charge on Sangoma’s investor relations website at https://sangoma.com/company/investor-relations. Information regarding BRC is available in the documents it files with the SEC, which are available free of charge on the SEC’s website at www.sec.gov and on the Company’s investor relations website at https://ir.brcgh.com.

As a “foreign private issuer” within the meaning of the U.S. federal securities laws, Sangoma’s solicitation of proxies from its shareholders is not subject to the proxy rules under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended. This communication does not constitute a solicitation of any proxy, vote, or approval.

No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer to buy, or the solicitation of an offer to sell, any securities, or a solicitation of any proxy, vote, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The BRC Shares to be issued as Share Consideration are expected to be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof, based on the court’s approval of the plan of arrangement. No offering of securities shall be made except by means of a document meeting the requirements of applicable securities laws.

Financial Information
Financial information for Sangoma is derived from Sangoma’s audited financial statements for the year ended June 30, 2026 and such financials are prepared in accordance with IFRS and have not been reconciled to the financial reporting standards of BRC.

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the proposed acquisition of Sangoma and its expected timing and completion; the anticipated performance of the Company’s communications businesses; the sources and availability of funds for the Transaction; the issuance of BRC Shares as Share Consideration; and the anticipated benefits of the Transaction, including expected cash flows or synergies. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially, including: that the Transaction may not be completed on the anticipated terms or timeline, or at all; the failure to satisfy closing conditions, including the required approval of Sangoma’s shareholders and applicable court and regulatory approvals; that the anticipated benefits of the Transaction may not be realized in the amounts or within the timeframe expected; that the businesses may not be operated or integrated as anticipated; that Sangoma’s recent operating results reflect declining Adjusted EBITDA and reduced guidance, and there can be no assurance that prior revenue growth rates or margins will be restored; the incurrence of additional indebtedness and the Company’s ability to service it; dilution to existing BRC shareholders resulting from the issuance of BRC Shares as Share Consideration; that the BRC Shares may not be issued on a basis exempt from registration under applicable securities laws; competitive, technological, and regulatory developments in the cloud-communications and UCaaS markets; potential disruption to the Company’s businesses, management, or personnel; macroeconomic conditions, including interest rate fluctuations and inflation; volatility in the financial markets and general economic conditions; and other risks and uncertainties detailed from time to time in the Company’s periodic reports filed with the SEC, including, without limitation, the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.

Contacts

For BRC Group Holdings
Mike Frank | Investor Relations | ir@brcgh.com
Jo Anne McCusker | Media Relations | press@brcgh.com 

For Sangoma Technologies Corporation
Samantha Reburn | Chief Legal & Administrative Officer | investorrelations@sangoma.com 

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SOURCE BRC Group Holdings, Inc.

Eleven faculty members recognized for excellence in teaching, student support and academic leadership during University’s 50th anniversary year

PHOENIX, Sept. 28, 2026 /PRNewswire/ — University of Phoenix today announced the recipients of its 2026 Faculty of the Year Awards, recognizing 11 faculty members for their dedication to student success, excellence in teaching and meaningful contributions to the University learning experience.

The 2026 Faculty of the Year honorees represent colleges across the University and were recognized during a special awards celebration held Sept. 19 at the Arizona Biltmore in Phoenix. The annual awards recognize faculty members whose expertise, mentorship and commitment help learners progress toward their academic and professional goals during the University’s 50th anniversary year.

“As we celebrate this milestone year, it is especially meaningful to recognize faculty who exemplify the impact dedicated educators can have on students’ lives,” said John Woods, PhD, provost and chief academic officer at University of Phoenix. “Through their guidance, professional expertise, care for students and commitment to teaching, these faculty members create meaningful learning experiences that help students pursue their educational and career aspirations.”

University of Phoenix practitioner faculty bring extensive real-world expertise to the classroom, averaging 29 years of professional experience and 16 years of University teaching experience. This combination of industry knowledge and teaching experience helps students connect academic concepts with workplace application and supports the University’s mission of serving working adult learners.

Among this year’s honorees, Brett Novick, EdD, faculty member in the College of Social and Behavioral Sciences, reflected on the significance of the recognition.

“I am both honored and humbled to receive the Faculty of the Year award, especially following in the footsteps of so many wonderful and deserving educators at the university,” said Novick. “My goal is to always provide the quality our students and community have come to expect from University of Phoenix. I learn so much from our students; they inspire me to be a lifelong learner and recognize the true definition of balance and resilience. It is a unique privilege to guide the next generation of mental health providers and work together to advance our field for a society in great need of competent practitioners.”

The 2026 Faculty of the Year recipients are:

Gina Coffaro, College of EducationKaren Diggs, College of Business & Information TechnologyPatrick LaRose, College of NursingKimberly Mahr, College of Social & Behavioral SciencesNita Magee, College of NursingScott McCalla, College of Doctoral StudiesValerie Merriwether, College of General StudiesBrett Novick, College of Social & Behavioral SciencesDebra Sandberg, College of Health ProfessionsMelissa Warren, College of General StudiesMel Waterhouse, College of General Studies

Several honorees shared reflections on what the recognition means to them and their opportunity to support students throughout their educational journeys.

“With this award, the value of what we do here at the University of Phoenix came into sharp focus,” said Mel Waterhouse, faculty member at the College of General Studies. “It is an honor to work with such intelligent, caring professors, all united by the goal of helping a unique student population pursue its aspirations. With this trophy on my desk, I am even more excited to log in, and watch miracles happen.”

Dr. Debra Sandberg, faculty member at the College of Health Professions, also expressed her appreciation for the recognition.

“Being named Faculty of the Year is a tremendous honor and one of the highlights of my career,” said Sandberg. “The celebration weekend was first-class, and I am grateful to the remarkable event team who made every honoree feel special. Most importantly, this recognition reflects the privilege I have of supporting students in achieving their goals while connecting with outstanding colleagues across the University.”

The 2026 honorees exemplify the role faculty play in advancing student success and academic excellence across the University. The awards celebrate educators whose experience, mentorship and dedication continue to shape meaningful learning experiences for students and contribute to the University’s mission of serving working adult learners.

About University of Phoenix

University of Phoenix is Built for Real Life. 50 Years Strong. The University innovates to help working adults enhance their careers and develop skills in a rapidly changing world through flexible online learning, relevant courses, academic AI pillars, and skills-mapped curriculum for associate, bachelor’s and master’s degree programs. Active students and alumni have access to Career Services for Life® resources including career guidance and tools. For more information, visit phoenix.edu.

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SOURCE University of Phoenix

Decades of mortgage-risk and claims experience lay the foundation for a framework designed to drive AI trust, adoption and insurable risk management.

PHOENIX, Sept. 28, 2026 /PRNewswire/ — AZP Insurance Specialists (“AZP”), a mortgage-risk insurance and technology-certification specialist, today announced the Platinum certification of Gateless Smart Underwrite®, an AI-driven mortgage underwriting solution, under AZP’s AI Mortgage Technology Certification framework.

AZP AI Mortgage Technology Certification

The certification framework was developed from decades of actual mortgage representation-and-warranty risk, underwriting and claims experience. It is designed to independently evaluate artificial intelligence and advanced technology providers serving mortgage manufacturing and, for qualifying technologies and transactions, provide a pathway to separately underwritten insurance-backed risk protection for defined representation-and-warranty exposures, including covered repurchase losses.

AZP and its predecessor organizations have placed representation-and-warranty insurance on more than 5 million mortgage loans representing more than $2 trillion in mortgage principal. Insurance-backed protection is provided through a Lloyd’s of London policy underwritten by Munich Re, subject to applicable underwriting requirements and policy terms, conditions, limits and exclusions.

“There will be no shortage of organizations willing to issue an AI certification badge. Our approach begins somewhere very different—with decades of actual mortgage risk and claims experience. We know what good systems look like, what creates uninsurable risk and what happens when something goes wrong.”
— Arthur J. Prieston, Esq., CMB, Chairman, AZP Insurance Specialists

Gateless Becomes First Platinum-Certified Technology Provider

Gateless is the first technology provider certified under the AZP framework and has achieved Platinum, the highest of four certification levels. The designation reflects Gateless’ demonstrated governance, controls, auditability, operational maturity and risk-management infrastructure, together with the performance of more than 230,000 loans manufactured and sold by lenders using Smart Underwrite® without a single claim.

“From the beginning, we’ve believed AI underwriting had to earn the confidence of lenders through measurable performance, strong controls and transparency. AZP’s independent certification, together with the availability of separately underwritten insurance-backed protection for qualifying clients and transactions, provides another level of validation as Smart Underwrite® continues to be deployed across the industry.”
— Rick Lang, President, Gateless

AI Adoption and Lender Confidence

As artificial intelligence becomes more deeply integrated into mortgage underwriting and loan manufacturing, lenders and institutional mortgage participants are increasingly focused not only on what technology can do, but also on the governance, controls, accountability and financial risk surrounding its use.

“Technology has to deliver real results—faster underwriting, greater accuracy and more efficient operations—while keeping lenders in control. Gateless understands what it takes to make automation work in the mortgage business. Independent certification adds confidence that the technology is backed by the discipline and accountability lenders need to adopt it at scale.”
— Phil Shoemaker, Chief Executive Officer, The Loan Store

For more information about the AZP Trust Platform™ AI Mortgage Technology Certification Framework, visit: www.azpinsurancespecialists.com/azpcertification 

About AZP Insurance Specialists

AZP Insurance Specialists provides specialized insurance, risk-management and technology-certification solutions to the mortgage industry. Drawing on decades of mortgage underwriting, representation-and-warranty and claims experience, AZP develops risk-management and insurance solutions for lenders, investors, mortgage technology providers and other participants across the mortgage ecosystem. To request more information, visit www.azpinsurancespecialists.com.

About Gateless

Gateless combines mortgage-industry knowledge, expert systems, robotic process automation and machine learning and vision-based AI to create intelligent, real-time mortgage automation. Founded in 2020, the company is on a mission to simplify mortgage lending and transform the borrower experience. To learn more or request a demonstration, visit www.gateless.com.

About The Loan Store

The Loan Store, Inc. (TLS) is a national wholesale mortgage lender (NMLS #1121650) serving brokers and non-delegated correspondent partners across the country. TLS delivers a competitive product suite, advanced technology, and dedicated partner support, backed by decades of wholesale lending experience. Learn more at www.tlstpo.com.

Media Contacts

AZP Insurance Specialists: Zach Prieston | Principal | zprieston@azpinsurancespecialists.com | 415-827-0038
Gateless: Katie King | Chief Risk Officer, Head of Operations | press@gateless.com | 804-814-3299

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SOURCE AZP Insurance Specialists, LLC