1847 Holdings: a small "Berkshire" pitch under stress

What is 1847 Holdings and why does it matter to a small holding company?

1847 Holdings LLC is a Delaware limited liability company, formed on January 22, 2013, that buys small businesses. Its 1847 Holdings 2024 Form 10-K says it targets businesses with enterprise value under $50 million, expects to pay three to six times EBITDA, and may own and operate its businesses in perpetuity. It is run under a management services agreement with an outside manager, 1847 Partners LLC.

It matters because it is one of the few listed attempts to run the small-business holding company model at small scale. The word "Berkshire" in this page's title is this site's shorthand for the buy-and-hold idea. The 10-K does not mention Berkshire Hathaway, and the company is not quoted as making that comparison.

The manager terms in the 10-K are:

• A fee of 0.5% a quarter (2.0% a year) of adjusted net assets, reduced dollar for dollar by fees that subsidiaries pay the manager.
• A 20% profit allocation, subject to an 8% hurdle rate, payable on sale events or, at the manager's option, on holding events after the fifth anniversary.
• A termination fee of two times the fees paid in the prior four quarters, payable only if the board and a shareholder vote approve termination.

What did it do, by the numbers?

Each item is from the cited document and uses its dates.

• Acquisitions. Asien's Appliance (May 28, 2020), Kyle's Custom Wood Shop (September 30, 2020), Wolo (March 30, 2021), High Mountain Door & Trim with Sierra Homes (October 8, 2021), ICU Eyewear (February 9, 2023) and CMD (December 16, 2024), per the 10-K. The August 2022 424B4 prospectus adds Neese (bought March 3, 2017, sold back to its original owners April 19, 2021) and Goedeker Television's assets (bought April 5, 2019, with the shares distributed to shareholders October 23, 2020).
• August 2022. The pricing release of August 2, 2022 (ACCESSWIRE, via FinancialContent) and prospectus show 1,428,572 shares at $4.20, about $6.0 million gross, with trading on NYSE American starting August 3, 2022. The prospectus says the shares had been quoted on the OTCQB under the same symbol, EFSH.
• August 31, 2023. NYSE American told the company it was out of compliance with Section 1003(f)(v) because the 30-trading-day average price was below $0.20. The Form 8-K of September 5, 2023 gave a February 29, 2024 deadline and announced a 1-for-25 reverse split effective September 11, 2023.
• December 27, 2023. The 1-for-4 reverse split release (ACCESSWIRE) announced a 1-for-4 split effective January 8, 2024, taking common shares from about 3.43 million to about 0.86 million.
• March 28, 2025. The 10-K cover reports 26,539,774 common shares outstanding and a non-affiliate market value of about $8.5 million at June 28, 2024. I did not check what happened to the share count between the two dates.
• 2024 exits. The 10-K reports a general assignment for the benefit of creditors at Asien's (February 26, 2024), an asset sale of High Mountain (September 30, 2024) and a foreclosure and Article 9 sale of substantially all of ICU Eyewear's assets after a loan default (August 5, 2024, winning cash bid $4,250,000). It states the company kept no financial interest in Asien's or ICU Eyewear.

What worked, or what went wrong?

The FY2024 results release of March 31, 2025 (ACCESSWIRE, via FinancialContent) reported 2024 revenue of $15,710,330 against $14,190,135, a loss from operations of $11,998,244, and a net loss from continuing operations of $106,804,254. It attributed $77,638,662 of other expense to a change in the fair value of warrant liabilities. It also said the auditor's report in the 10-K would include a going concern paragraph. Adjusted EBITDA, a non-GAAP figure, was a loss of $3,309,879.

On April 3, 2025, the NYSE American notice of April 3, 2025 said staff concluded the shares should no longer be listed under Section 1003(f)(v), citing the low selling price, and suspended trading immediately. The Form 8-K of May 20, 2025 says the company requested a review and that the hearing was rescheduled from June 5 to June 12, 2025. The company's July 8, 2025 release (Exhibit 99.1) said a Listing Qualifications Panel affirmed the delisting decision on July 1, 2025. It said an application for OTCQB quotation was under review and that it planned to reapply for listing on a national securities exchange at the appropriate time.

The operating record is mixed, and the releases say so:

• The FY2024 release said High Mountain's assets sold for about $17.0 million, which the chief executive called almost double the estimated purchase price three years earlier.
• The FY2025 results release of March 31, 2026 (Exhibit 99.1) reported 2025 revenue of $48.3 million, adjusted EBITDA of $9.8 million, and net income from continuing operations of $66.5 million, including a $76.9 million gain on warrant liabilities. It gave CMD revenue of about $40.5 million, or about 84% of the total.
• The Q2 2026 results release of August 14, 2026 (Exhibit 99.1) shows CMD moved to discontinued operations and held for sale. Continuing revenue for the quarter was $1,567,130 against $1,791,544, and the company cited four non-binding offers of about $65 million each, against a December 2024 purchase price of about $18.8 million. It said there is no assurance of a sale.

The same releases show that large swings in net income came from warrant fair-value changes, which are an accounting line. Whether a given swing affected cash is a question for the cash flow statement, which I did not extract.

What does and does not transfer to a small holding company?

What transfers is narrow:

• Exchange price rules apply to the share price. Section 1003(f)(v) is a low-price test, and the delisting notice cites it.
• A small float and a small market value leave little room. The 10-K shows about $8.5 million of non-affiliate value at June 28, 2024.
• Leaving the exchange did not end this company's SEC filings. It filed 8-Ks in 2026, including the Form 8-K of August 14, 2026, which lists no securities registered under Section 12(b).

What does not transfer is the structure and the venue. An outside manager with a 2.0% fee and a 20% profit allocation is one design, and many small holding companies are not built that way. NYSE American's rules also differ from Nasdaq's, covered in Nasdaq listing requirements in 2026.

My view is that the lesson is about planning for a low share price before you list. The filings do not say why the price fell, and this page does not guess.

Worked numbers: what the 2022 raise netted

From the prospectus, the figures are: 1,428,572 shares at $4.20 gives $6,000,002, which the prospectus rounds to $6.0 million. The underwriting discount is $0.252 a share, or $360,000, leaving $5,640,000 before expenses. Estimated expenses are about $411,000, which leaves about $5.23 million. The prospectus summary says about $5.2 million.

The prospectus says the $411,000 excludes the underwriting discount and a 1% non-accountable expense allowance payable to the underwriters, which is about $60,000 on $6.0 million. With it, the discount, allowance and expenses total about $831,000, or about 13.9% of gross proceeds, and net proceeds come to about $5.17 million. The expense figure is the prospectus estimate, not a final cost.

Where these numbers come from:

Business terms, acquisition dates, the 2024 exits and the March 2025 share count are from the 1847 Holdings 2024 Form 10-K. The 2017 to 2021 history, offer size, price and fee figures are from the August 2022 424B4 prospectus and the pricing release of August 2, 2022 (ACCESSWIRE, via FinancialContent). The 2023 notice and 1-for-25 split are from the Form 8-K of September 5, 2023, and the 1-for-4 split is from the 1-for-4 reverse split release (ACCESSWIRE). The 2024 results, going concern statement, High Mountain price, delisting suspension and review steps are from the FY2024 results release of March 31, 2025 (ACCESSWIRE, via FinancialContent), the NYSE American notice of April 3, 2025, the Form 8-K of May 20, 2025 and the July 8, 2025 release (Exhibit 99.1). The 2025 and 2026 figures and the OTC ticker are from the FY2025 results release of March 31, 2026 (Exhibit 99.1) and the Q2 2026 results release of August 14, 2026 (Exhibit 99.1). Characterizations of results are the company's own. The 1847 Partners LLC name, the formation date and the manager terms are from the 10-K. The $6.0 million rounding, the $60,000 allowance, 13.9% and 84% figures are arithmetic by this site.

Related questions

Is 1847 Holdings still an SEC reporting company?

Its 2026 filings are on EDGAR, including 8-Ks furnishing its full-year 2025, first-quarter 2026 and second-quarter 2026 results. Those filings list no securities registered under Section 12(b).

Why did NYSE American suspend trading?

Its April 3, 2025 notice cites Section 1003(f)(v) of the Company Guide and the low selling price of the shares.

Is this typical for a listed holding company?

No conclusion follows from one company. Compare it with other small holding companies that went public.

What comes next

For a delisting that followed late reports instead of a low price, read Alpine 4: reporting failure and delisting.

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• How do you build a holding company for acquisitions?

Meraki Dealmakers is a service of Meraki Partners, LLC, an advisory firm. It is not a broker-dealer, investment adviser, business broker, law firm or accounting firm. This article is general information, not legal, tax or investment advice.