FBRC Fbr &

FBR Capital Markets Corporation Partner Leveraged Stock Purchase Program

FBR Capital Markets Corporation 2007 Employee Stock Purchase Plan

FBR & Co. 2006 Long-Term Incentive Plan, as amended and restated effective October 22, 2013

(Full title of the plans)

c/o BRC Merger Sub, LLC

21860 Burbank Boulevard, Suite 300 South

Woodland Hills, California 91367

(818) 884-3737

(Name, Address and Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of FBR & Co., a Virginia corporation (the “Registrant”), previously filed by the Registrant or its predecessor FBR Capital Markets Corporation (the “Former Registrant”) with the United States Securities and Exchange Commission (the “SEC”):

On June 1, 2017, pursuant to an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 15, 2017, and effective as of February 17, 2017, by and among the Registrant, B. Riley Financial, Inc., a Delaware corporation, (“Parent”) and BRC Merger Sub, LLC, a Delaware limited liability company and a subsidiary of Parent (“Merger Sub”), the Registrant merged with and into the Merger Sub (the “Merger”), with Merger Sub surviving the Merger.

As a result of the Merger and related transactions, the Registrant is terminating the Registration Statements and deregistering the remaining Shares registered but unsold under the Registration Statements, if any, in accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance that remain unsold at the termination of the offerings. The Registrant hereby removes from the registration any and all such Shares of the Registrant registered but unsold at the termination of the offerings. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by the Merger Agreement, which is included as Appendix A in the Registrant’s Schedule 14a filed with the SEC on May 1, 2017.