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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 282 added, 657 removed, 638 unchanged (60% of the section changed)

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Based on our assessment under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the Company being considered an emerging growth company.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the Exchange Act for “smaller reporting companies.”

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

As of the date of this Form 10-K, our directors and executive officers are as follows:

Chief Executive Officer and Chairman

Chief Financial Officer and Director

Set forth below is biographical information about each of the individuals named in the tables above:

Executive Officers

Craig Gould .

Gould is the Chief Executive Officer of Binah Capital Group, Inc., a holding company that acquires and manages businesses in the wealth management industry.

Craig has over 25 years in senior management roles in the financial services industry, including Chief Executive Officer, National Sales Manager and Head of Investment Banking.

Gould started Cabot Lodge Securities as its President in 2012.

Previously, he was the President of Fintegra, a Midwest broker/dealer.

Prior to Fintegra, he was the National Sales Manager for Wunderlich Securities, and prior to that he was the Vice Chairman of Olympic Cascade Financial Corporation (an AMEX listed company).

Gould graduated with a B.A.

from the University of Wisconsin-Madison.

We believe Mr.

Gould is qualified to serve on the Board because of the perspective and experience he brings as our Chief Executive Officer and his deep experience in our industry.

David Shane .

Shane is the Company’s Chief Financial Officer.

Previously, David served as an independent consultant providing financial advisory services including accounting, financial reporting, regulatory reporting and transaction structuring services to companies primarily in the Financial Services Industry.

David has thirty plus years of experience in the financial services industry.

David’s financial services experience includes dealings with securities broker-dealers, registered investment advisors, asset management companies and alternative asset companies including private equity, venture capital and hedge funds.

David has extensive public accounting experience having served as a Financial Services Audit Partner for RSM and FGMK, LLC.

David’s clients included both closely-held and publicly-held financial services companies.

David also has experience in mergers and acquisitions, capital raising in both the public and private markets and transaction structuring.

In addition to David’s public accounting experience, he has served as the Chief Financial Officer for financial services companies, with most recently as the Chief Financial Officer of Sanctuary Wealth Group.

In addition to David’s technical skills and business acumen, he brings an extensive network within the financial services industry to the Company.

David is a graduate of Indiana University with a degree in finance, a certified public accountant, and holds a Series 27 FINRA registration.

We believe Mr.

Shane is qualified to serve on the Board because of his broad financial experience, with experience in our specific industry, and extensive public accounting experience.

Non-Employee Directors

Throughout his almost 40-year career in the independent financial services industry, Mr.

Marks held a variety of senior executive positions at two highly successful firms, each of which were subsequently acquired by larger organizations.

JWGenesis Financial Corp.

was acquired by First Union in 2001 and First Allied Holdings, Inc.

was acquired by RCAP Holdings LLC in 2013.

At the time of their acquisition by RCAP Holdings LLC, Mr.

Marks served as Chairman of both First Allied Holdings and The Legend

Group and with combined annual revenues of approximately $350 million, 1,400 independent financial advisors and assets under administration in excess of $35 billion.

Marks played a key role in the development and implementation of his prior firms’ business strategy and personally lead the acquisition and integration of more than twenty firms during his tenure.

Upon his departure from First Allied at the end of 2014 Mr.

Marks served as an independent consultant to the independent financial services industry and most recently represented NEXT Financial Group in its 2019 sale to Atria Wealth Solutions, Inc.

Marks graduated from the University of Florida in 1978 and immediately began a career with Deloitte LLP.

He received his certification as a public accountant that same year and remained at Deloitte through 1983 at which time the entrepreneurial spirit came calling and he moved to Atlanta to co-found the business which was subsequently acquired by First Union in 2001.

In addition, Mr.

Marks is active in numerous civic and community affairs and is a lifetime trustee of the Jewish Federation of Greater Atlanta, Inc., having previously served as its board chair and serves on several governance committees.

We believe Mr.

Marks is qualified to serve on the Board because of his knowledge and experience in the financial services industries and his experience with mergers and acquisitions in the financial services industry.

Crane is a Principal at Bose Public Affairs Group where he manages a government relations practice focused primarily on financial services, energy, intellectual property, pharmaceutical and tax issues.

Prior to joining Bose, Mr.

Crane founded two successful lobbying firms, Quadripoint Strategies (sole proprietor) and TGC Group (Partnership).

He is a legislative and public policy specialist with over 25 years of experience working at the highest levels in the United States Congress, national and state politics.

Crane has extensive experience representing many of the largest financial services entities and trade associations on every aspect of financial services legislation and regulation both before Congress and regulators.

The list of current and past clients includes:

Bank of America, Royal Bank of Scotland, Citizens Financial Group, State Farm Insurance, Financial Services Roundtable, The Clearing House Association, Banks Policy Institute and the Securities Industry and Fund Manager’s Association as well as numerous issue-based industry coalitions.

On Capitol Hill, Mr.

Crane served as Senior Domestic Policy Advisor to Senate Majority Leader Trent Lott.

He also served as senior advisor to Senator John McCain, including as Professional Staff on the Senate Commerce Committee and as Senior Domestic Policy Advisor to Senator McCain’s presidential campaigns in 2000 and 2008, and as Legislative Director for Senator Dan Coats of Indiana.

Crane started his career in Washington doing opposition research at the National Republican Senatorial Committee under then-Chairman Senator Phil Gramm (TX).

Crane holds a degree in political science from Ball State University.

We believe Mr.

Crane is qualified to serve on the Board because of his knowledge and experience in the financial services industries and with trade associations, as well as his knowledge of the legislation and regulation of the financial services industry.

Daniel Hynes.

Hynes is a Vice Chairman & Managing Director at Jefferies, LLC where he provides a broad array of investment banking, municipal financing and asset management products and services to clients throughout the U.S.

Prior to joining Jefferies, Mr.

Hynes served as the Deputy Governor, Budget & Economy for the State of Illinois where he oversaw 15 agencies and all boards and commissions related to the budget and economy of the state, including the Governor’s Office of Management and Budget, where Mr.

Hynes spearheaded all major budget and economic initiatives on behalf of the Governor, including, proposing, negotiating and implementing the $95 billion state budget, directing state tax policy and managing the state’s debt portfolio and capital markets.

In addition, Mr.

Hynes also served as the Executive Director, Head of Taft Hartley and Large Market Chicago at UBS Asset Management from September 2015 to December 2018.

We believe Mr.

Hynes is qualified to serve on the Board because of the perspective he brings from his knowledge and experience of investment banking, municipal financing and asset management products and services.

Family Relationships

There are no family relationships between any of our executive officers and directors.

Board Composition

Our business and affairs are organized under the direction of our board of directors.

Our board of directors currently consists of ten members.

The primary responsibilities of our board of directors is to provide oversight, strategic guidance, counseling and direction to our management.

Our board of directors meets on a regular basis and additionally as required.

Our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.

Currently, our board of directors is divided into the following classes:

● Class I, which consists of David Crane and Joel Marks, whose terms will expire at the first annual meeting of stockholders to be held in 2025;

● Class II, which consists of Daniel Hynes whose term will expire at the Company’s second annual meeting of stockholders to be held in 2026;

● Class III, which consists of Craig Gould and David Shane, whose terms will expire at the Company’s third annual meeting of stockholders to be held in 2027.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

This classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Director Independence

We adhere to the rules of Nasdaq in determining whether a director is independent.

The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.

The Nasdaq listing standards generally define an “independent director” as a person that, in the opinion of the issuer’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).

The parties have determined that David Crane, Daniel Hynes and Joel Marks are considered our independent directors.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

The Board oversees the risk management activities designed and implemented by our management.

The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees.

The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure.

Our management, including our executive officers, are primarily responsible for managing the risks associated with operation and business of the company and provide appropriate updates to the Board and the Audit Committee.

The Board delegates to the Audit Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities.

All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.

Board Committees

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below.

Audit Committee

Our Audit Committee is responsible for, among other things:

● evaluating the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the Company’s existing independent auditors or engage new independent auditors;

● reviewing the Company’s financial reporting processes and disclosure controls;

● reviewing and approving the engagement of the Company’s independent auditors to perform audit services and any permissible non-audit services;

● reviewing the adequacy and effectiveness of the Company’s internal control policies and procedures, including the responsibilities, budget, staffing and effectiveness of the Company’s internal audit function;

● reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by the Company;

● obtaining and reviewing at least annually a report by the Company’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

● monitoring the rotation of partners of the Company’s independent auditors on the Company’s engagement team as required by law;

● prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of the Company’s independent auditor;

● reviewing the Company’s annual and quarterly financial statements and reports, including the disclosures contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such periodic reports, and discussing the statements and reports with the Company’s independent auditors and management;

● reviewing with the Company’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of the Company’s financial controls and critical accounting policies;

● reviewing with management and the Company’s auditors any earnings announcements and other public announcements regarding material developments;

● establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding financial controls, accounting, auditing or other matters;

● preparing the report that the SEC requires in the Company’s annual proxy statement;

● reviewing and providing oversight of any related party transactions in accordance with the Company’s related party transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including the Company’s code of ethics;

● reviewing the Company’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

● reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

Our Audit Committee consists of Joel Marks, David Crane and Daniel Hynes, with Joel Marks serving as the audit committee chair.

The Board has affirmatively determined that Joel Marks, David Crane and Daniel Hynes each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the Nasdaq rules.

Each member of our Audit Committee also meets the financial literacy requirements of the Nasdaq listing standards.

The Board has adopted a written charter for the Audit Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

● reviewing and approving the corporate objectives that pertain to the determination of executive compensation;

● reviewing and approving the compensation and other terms of employment of the Company’s executive officers;

● reviewing and approving performance goals and objectives relevant to the compensation of the Company’s executive officers and assessing their performance against these goals and objectives;

● making recommendations to the Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the Board;

● reviewing and making recommendations to the Board regarding the type and amount of compensation to be paid or awarded to the Company’s non-employee board members;

● reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;

● administering the Company’s equity incentive plans, to the extent such authority is delegated by the Board;

● reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements for the Company’s executive officers;

● reviewing with management the Company’s disclosures under the caption “Compensation Discussion and Analysis” in the Company’s periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such periodic report or proxy statement;

● preparing an annual report on executive compensation that the SEC requires in the Company’s annual proxy statement;

● reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with the Board.

Our compensation committee consists of David Crane and Daniel Hynes, with Daniel Hynes serving as chairman.

Our board of directors has determined that each of the members of the compensation committee is a non- employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the Nasdaq.

The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other things:

● identifying, reviewing and making recommendations of candidates to serve on the Board;

● evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate;

● evaluating nominations by stockholders of candidates for election to the Board;

● evaluating the current size, composition and organization of the Board and its committees and making recommendations to the Board for approvals;

● developing a set of corporate governance policies and principles and recommending to the Board any changes to such policies and principles;

● reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging corporate governance trends;

● reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the Board, including undertaking an annual review of its own performance

Our Nominating and Corporate governance committee consists of David Crane and Joel Marks, with David Crane serving as chairman.

Our board of directors has determined that each of the members of nominating and corporate governance committee satisfies the independence requirements of the Nasdaq and the SEC.

The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

Limitation on Liability and Indemnification of Directors and Officers

Our Amended and Restated Certificate of Incorporation limits the Company’s directors’ liability to the fullest extent permitted under the DGCL.

The DGCL allows for directors of a corporation to not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

● for any transaction from which the director derives an improper personal benefit;

● for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

● for any unlawful payment of dividends or redemption of shares;

● for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

The DGCL and our Bylaws provide that the Company will, in certain situations, indemnify the Company’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law.

Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

We believe these provisions in our Amended and Restated Certificate of Incorporation and Bylaws and the indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Code of Business Conduct and Business Ethics for Employees, Executive Officers, and Directors

The Company has adopted a Code of Conduct and Business Ethics applicable to its directors, executive officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that complies with the rules and regulations of the Nasdaq.

The Code of Conduct and Business Ethics codifies the business and ethical principles that govern all aspects of the Company’s business.

A copy of the Code of Conduct and Business Ethics has been filed with the SEC and is provided on our website, gettyimages.com.

The Company will disclose on its website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to or waivers of certain provisions of its Code of Conduct and Business Ethics.

The information on any of our websites is deemed not to be incorporated in this Annual Report.

Information with respect to our executive officers is incorporated herein by reference to information under the heading “Executive Officers” in the Proxy Statement.

Information with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to information under the heading “Security Ownership of Certain Beneficial Owners And Management of Shares” in the Proxy Statement.

Information with respect to directors, the Audit Committee and the Audit Committee financial expert, and procedures by which stockholders may recommend nominees to the Board of Directors in response to this item is incorporated herein by reference to information under the headings “Election of Directors” and “ Committees” in the Proxy Statement.

Information with respect to our Code of Conduct and Business Ethics is incorporated herein by reference to information under the heading “Code of Conduct and Business Ethics” in the Proxy Statement.

We have insider trading policies and procedures that govern the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

EXECUTIVE COMPENSATION

The Company’s named executive officers for the year ended December 31, 2024, which consisted of the Company’s principal executive officer and the next two most highly compensated executive officers, were:

● Craig Gould, Chief Executive Officer;

● Kathrine Flouton, Purshe Kaplan Sterling Investments, Inc.’s President;

● David Shane, Chief Financial Officer

Summary Compensation Table

The following table sets forth information regarding the compensation of the Company’s named executive officers for the years ended December 31, 2024 and 2023.

Name and Principal Position

Craig Gould, CEO

Katherine Flouton, President

Kathrine Flouton, President

David Shane, CFO

Outstanding Equity Awards at Fiscal Year-End

The Company had not issued any equity awards as of December 31, 2024 and 2023.

Employment Agreements — Craig Gould, David Shane and Katherine Flouton

Set forth below is a description of the current employment agreements of Mr.

Shane and Ms.

Flouton as of December 31, 2024.

Gould Employment Agreement

On August 14, 2024, the Company entered into an executive employment agreement with Craig Gould, the Company’s Chief Executive Officer.

The Gould Agreement is for an initial, five-year term which will automatically renew for additional, consecutive three-year terms unless either party provides the other party with 90 days’ notice of the intent not to renew prior to the expiration of the applicable term.

Notwithstanding the foregoing, Mr.

Gould’s employment is “at-will”, and the Gould Agreement may be terminated at any time, by either party, with or without Cause (as defined below) or advance notice.

Gould’s 2024 annualized base salary is $600,000.

In addition, the Company may provide Mr.

Gould a discretionary year-end performance-based bonus which will not be less than the bonus paid to any other executive of the Company.

Gould’s performance and the Company’s performance are to be primary considerations in determining any such annual bonus, which is subject to his continuous employment December 31 of the relevant bonus year, with such bonus payable no later than March 31 of the year following the relevant bonus year.

No later than September 15, 2025, the Company will grant Mr.

Gould nonqualified stock options to purchase 600,000 shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant, under the terms of the Company’s 2024 Equity Incentive Plan, as may be amended from time to time (the “ Plan ”).

These initial options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan.

The exercise price of these initial options will be equal to the fair market value of the Company’s common Stock on the date of grant.

The vesting schedule of these initial options will be as follows:

(a) one-third of the Initial Options will vest on December 31, 2025, based on continued service through such date;

and (b) two-thirds of the Initial Options will vest ratably on a monthly basis over the remainder of Mr.

Gould’s initial term based on continued service through each vesting date, with the first such vesting date being on January 31, 2025.

The Initial Options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.

On each anniversary of the Closing, the Company will grant Mr.

Gould nonqualified stock options to purchase that number of shares of common stock of the Company which have a grant date fair value equal to his then annual base salary amount, as reasonably determined by the Board, under the terms of the Plan.

These additional options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan.

The exercise price of these additional options will be equal to the fair market value of the Company’s common Stock on the date of grant.

The vesting schedule of these additional options will be ratable monthly over three years from the date of the grant.

The additional options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.

After the filing of a registration statement on Form S-8 for the Plan, the Company will grant Mr.

Gould, subject to his continuous service, 500,000 restricted stock units settled in shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant, with one-half of the grant vesting on the first anniversary of the date of grant and the remainder of the grant vesting on the second anniversary of the date of grant based on Mr.

Gould’s continued service through each vesting date.

During 2025, after the filing of a registration statement on Form S-8 for the Plan, the Company will grant to Mr.

Gould, subject to his continuous service, a fully vested share grant with a grant date fair market value of $220,000.

If, during 2025, Mr.

Gould continues to provide a personal guarantee on Company debt, the Company will grant Mr.

Gould, subject to his continuous service, a fully vested share grant with a grant date fair market value of $220,000.

All options granted by the Company will be forfeited upon Mr.

Gould’s termination for Cause.

All option grants will be subject to the terms of the applicable option agreement and Plan.

If the Company terminates Mr.

Gould’s employment without Cause, or Mr.

Gould resigns for Good Reason Mr.

Gould is entitled to (i) three times the amount of Mr.

Gould’s base compensation and three times the amount of the annual bonus payment paid to Mr.

Gould for the bonus year prior to the year in which termination occurs, payable in a lump-sum payment on the first regular payday occurring 60 days following the termination date, and (ii) accelerated vesting of all outstanding options as of the effective date of Mr.

Gould’s termination.

In addition, in the event that Mr.

Gould resigns other than for Good Reason, or the Gould Agreement is not renewed upon expiration of the applicable term, Mr.

Gould will receive a payment equal to his then-current annual base salary and target annual bonus, payable in a lump sum payment on the first regular payday occurring 60 days following the termination date, in exchange for Mr.

Gould being bound to a non-competition agreement.

Gould will only receive these severance payments if Mr.

Gould executes a full general and mutual release in a form acceptable to the Company and Mr.

Gould, and such release has become effective in accordance with its terms prior to the 60th day following the termination date.

All other obligations to Mr.

Gould will be automatically terminated and completely extinguished.

Gould’s employment with the Company terminates due to (x) Mr.

Gould’s death, (y) Mr.

Gould’s inability to perform the essential functions of his position with or without reasonable accommodation, (z) termination by the Company for Cause, Mr.

Gould will not be entitled to the severance payments in the prior paragraph and will only be entitled to receive base salary and benefits accrued through the termination date.

Gould’s employment terminates due to Mr.

Gould’s disability or death, Mr.

Gould will also be entitled to accelerated vesting of all stock or other options that are unvested as of the termination date.

For this purpose, “Cause” is defined as any of the following:

(i) conviction of or a plea of nolo contendere to any felony or any misdemeanor that involves crimes of moral turpitude, fraud or theft;

or (i) the material breach by Mr.

Gould of any of his obligations, duties and/or covenants under the Gould Agreement if such breach causes material damage to the Company, which breach, if curable, continues following written notice from the Company describing same with particularity and expiration of a 60-day cure period.

“Good Reason” is defined as any of the following, without Mr.

Gould’s written consent:

(i) a material diminution in Mr.

Gould’s responsibilities, authority or duties;

(ii) a diminution in Mr.

Gould’s base salary or target annual bonus amount;

or (iii) the material breach by the Company of any material provision of the Gould Agreement or other written agreement between the Company and Mr.

Gould, provided that a Good Reason Process has been followed prior to termination.

“Good Reason Process” shall mean that (i) Mr.

Gould reasonably determines in good faith that one of the Good Reason prongs has occurred;

Gould has notified the Company of such occurrence in writing within 30 days of the occurrence;

Gould cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “ Cure Period ”), to remedy the condition;

(iv) notwithstanding such efforts, the occurrence of the Good Reason continues to exist;

Gould terminates his employment within 30 days after the end of the Cure Period.

Gould’s employment is terminated for any reason, he is subject to:

ongoing confidentiality and non-disclosure obligations;

and 12-month, post-termination restrictive covenants of non-solicitation of employees, and customers Mr.

Gould will be subject to a 12-month, post-termination non-competition clause, provided that if his initial or renewal term is not extended or where he resigns without Good Reason, he must be compensated for the restricted period in order for the non-competition clause to be enforceable.

Each of the non-solicitation and non-competition provisions, as applicable, will be extended by one day for each day that Mr.

Gould is deemed by a court or other tribunal to have violated any such restrictive covenants.

Shane Employment Agreement

On August 14, 2024, the Company entered into an executive employment agreement with David Shane, the Company’s Chief Financial Officer (the “ Shane Agreement ”).

The Shane Agreement will be for an initial, three-year term which will automatically renew for additional, consecutive one-year terms unless either party provides the other party with 60 days’ notice of the intent not to renew prior to the expiration of the applicable term.

Notwithstanding the foregoing, Mr.

Shane’s employment is “at-will” and the Shane Agreement may be terminated at any time, by either party, with or without Cause (as defined below) or advance notice.

Shane’s 2024 annualized base salary is $400,000.

In addition, the Company may provide Mr.

Shane a discretionary year-end performance-based bonus with a 2024 bonus target of 100% of his annual base salary.

For calendar year 2024, Mr.

Shane is guaranteed a bonus of no less than $350,000, and Mr.

Shane may be eligible for a bonus of up to 200% of his annual base salary, based on Mr.

Shane’s exceptional performance during such year.

Shane’s performance and the Company’s performance are to be primary considerations in determining any such annual bonus, which is subject to his continuous employment through December 31 of the relevant bonus year, with such bonus payable no later than March 31 of the year following the relevant bonus year.

No later than September 15, 2025, the Company will grant Mr.

Shane nonqualified stock options to purchase 250,000 shares of common stock of the Company, subject to any reasonable capitalization adjustments before the date of grant (the “ Initial Options ”), under the terms of the Plan.

These initial options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan.

The exercise price of these initial options will be equal to the fair market value of the Company’s common stock on the date of grant.

The vesting schedule of these initial options will be as follows:

(a) one-third of the Initial Options will vest on December 31, 2025, based on continued service through such date;

and (b) two-thirds of the Initial Options will vest ratably on a monthly basis over the remainder of Mr.

Shane’s initial term based on continued service through each vesting date, with the first such vesting date being on January 31, 2025.

The Initial Options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.

On each anniversary of the Closing, the Company will grant Mr.

Shane nonqualified stock options to purchase that number of shares of common stock of the Company which have a grant date fair value equal to $350,000, as reasonably determined by the Board, under the terms of the Plan.

These additional options will be exercisable for a period of ten (10) years, subject to earlier termination in accordance with the option agreement and Plan.

The exercise price of these additional options will be equal to the fair market value of the Company’s common stock on the date of grant.

The vesting schedule of these additional options will be ratable monthly over three years from the date of the grant.

The additional options will accelerate and be deemed vested in full upon a Change in Control as defined in the Plan.

All options granted by the Company will be forfeited upon Mr.

Shane’s termination for Cause.

All option grants will be subject to the terms of the applicable option agreement and Plan.

If the Company terminates Mr.

Shane’s employment without Cause or Mr.

Shane resigns for Good Reason, Mr.

Shane is entitled to (i) Mr.

Shane’s then current base salary and target annual bonus amounts that would be payable during the greater of (A) the remainder of the applicable term but for such termination, or (B) the Restricted Period (as defined in Section 13.2 of the Shane Agreement), payable in a lump-sum payment on the first regular payday occurring 60 days following the termination date, and (ii) accelerated vesting of all outstanding options as of the effective date of Mr.

Shane’s termination.

In addition, in the event that Mr.

Shane resigns other than for Good Reason, or the Shane Agreement is not renewed upon expiration of the applicable term, Mr.

Shane will receive a payment equal to his then-current annual base salary and target annual bonus, payable in a lump sum payment on the first regular payday occurring 60 days following the termination date, in exchange for Mr.

Shane being bound to a non-competition agreement.

Shane will only receive these severance payments if Mr.

Shane executes a full general and mutual release in a form acceptable to the Company and Mr.

Shane, and such release has become effective in accordance with its terms prior to the 60th day following the termination date.

All other obligations to Mr.

Shane will be automatically terminated and completely extinguished.

Shane’s employment with the Company terminates due to (x) Mr.

Shane’s death, (y) Mr.

Shane’s inability to perform the essential functions of his position with or without reasonable accommodation, or (z) termination by the Company for Cause, Mr.

Shane will not be entitled to the severance payments in the prior paragraph and will only be entitled to receive base salary and benefits accrued through the termination date.

For this purpose, “Cause” is defined as any of the following:

(i) conviction of or a plea of nolo contendere to any felony or any misdemeanor that involves crimes of moral turpitude, fraud or theft;

or (i) the material breach by Mr.

Shane of any of his obligations, duties and/or covenants under the Shane Agreement if such breach causes material damage to the Company, which breach, if curable, continues following written notice from the Company describing same with particularity and expiration of a 30-day cure period.

“Good Reason” is defined as any of the following, without Mr.

Shane’s written consent:

(i) a material diminution in Mr.

Shane’s responsibilities, authority or duties;

(ii) a diminution in Mr.

Shane’s base salary or target annual bonus amount;

or (iii) the material breach by the Company of any material provision of the Shane Agreement or other written agreement between the Company and Mr.

Shane, provided that a Good Reason Process has been followed prior to termination.

“Good Reason Process” shall mean that (i) Mr.

Shane reasonably determines in good faith that one of the Good Reason prongs has occurred;

Shane has notified the Company of such occurrence in writing within 30 days of the occurrence;

Shane cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “ Cure Period ”), to remedy the condition;

(iv) notwithstanding such efforts, the occurrence of the Good Reason continues to exist;

Shane terminates his employment within 30 days after the end of the Cure Period.

Shane’s employment is terminated for any reason, he is subject to:

ongoing confidentiality and non-disclosure obligations;

and 12-month, post-termination restrictive covenants of non-solicitation of employees and customers.

Shane will be subject to a 12-

month, post-termination non-competition clause, provided that if his initial or renewal term is not extended or where he resigns without Good Reason, he must be compensated for the restricted period in order for the non-competition clause to be enforceable.

Each of the non-solicitation and non-competition provisions, as applicable, will be extended by one day for each day that Mr.

Shane is deemed by a court or other tribunal to have violated any such restrictive covenants.

Agreement between Katherine Flouton and Purshe Kaplan Sterling Investments, Inc.

Purshe Kaplan Sterling Investments Inc.

is party to an employment agreement with Ms.

Katherine Flouton, effective June 1, 2021.

The term of the employment agreement continues unless and until one party provides the other party with written notice of its intent to terminate, or unless otherwise terminated as provided for in the employment agreement.

Flouton’s initial annual base salary is set at $400,000, less applicable payroll deductions, and the employment agreement also provides that Ms.

Flouton will be paid a discretionary bonus.

Other than through notice of intent to terminate as described above, Ms.

Flouton’s employment can also be terminated:

(i) by PKSI without Cause, upon written notice to Ms.

or (ii) by PKSI for Cause.

For purposes of the foregoing, “Cause” triggering termination by PKSI means a finding by PKSI that any of the following exist:

Flouton’s continued failure, on the expiration of 30 days written notice and cure period, to fulfill any terms of the employment agreement, to comply with PKSI policy or to comply with the directives of the board of directors in compliance with FINRA rules, (ii) Ms.

Flouton’s conviction of a felony or gross misdemeanor for any crime involving money or other property of PKSI or any crime involving moral turpitude, (iii) Ms.

Flouton’s commission of any act of fraud or misappropriation, (iv) Ms.

Flouton’s unjustified insubordination to the board, (v) Ms.

Flouton’s use of drugs or controlled substances during business hours, or on the premises, or any substance which impairs her performance of her job, (vi) Ms.

Flouton’s prolonged or repeated absence without consent of the company unless on leave under federal, state or local law, or (vii) Ms.

Flouton’s misappropriation of any material funds or property, commission of fraud or embezzlement.

Flouton’s employment is terminated without Cause (including the event that she is rendered, via a mental or physical condition, unable to render services contemplated by the employment agreement for a period in excess of three (3) months, unless she is on approved leave of absence or otherwise prohibited by law from rendering services contemplated by the agreement), Ms.

Flouton will be entitled to receive a severance payment of one-year’s base salary, payable b-weekly at the time of termination through the expiration of one- year, together with all compensation earned and all benefits and reimbursements accrued and due through the effective date of termination.

Upon termination for any reason, Ms.

Flouton is subject to:

(i) ongoing confidentiality and non- disclosure obligations, and (ii) restrictive covenants of non- solicitation of employees and independent contractors, and non-solicitation of customer and clients, each for a period of one year following termination of employment;

provided, however, that trade secret information will remain a trade secret not subject to disclosure for the longest period allowed by applicable law.

Further, the restrictive covenants do not prevent Ms.

Flouton from accepting employment with an organization that competes with PKSI, directly or indirectly.

Information in response to this item is incorporated herein by reference to information under the heading “Executive Compensation” in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this Form 10-K by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

● each of our executive officers and directors;

● all our executive officers and directors as a group.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.

A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the

conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Each person named in the table has sole voting and investment power with respect to all of the shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The beneficial ownership of common stock is based on 16,602,460 shares of our common stock issued and outstanding as of March 28, 2025

Name of Beneficial Owners (1)

Directors and Executive Officers

Number of Shares

All directors and executive officers as a group

Five Percent Holders

MHC Securities, LLC (2)

Wentworth Funding, LLC

PPD Group, LLC (3)

Kingswood Global Sponsor LLC (4)

Less than one percent.

(1) Unless otherwise noted, the business address of each of those listed in the table above is 80 State Street, Albany, NY 12207.

(2) Represents shares held by MHC Securities, LLC (“MHC”).

Markowitz is the Manager of MHC and therefore he may be deemed to share voting and investment power over the shares held by MHC.

(3) Represents shares held by PPD Group, LLC (“PPD”).

Peter Purcell, Peter Sheehan and David Purcell are Managing Members of PPD and therefore may be deemed to share voting and investment power over the shares held by PPD.

(4) Represents 1.1 million shares held by Kingswood Global Sponsor LLC (the “Sponsor”) and placed in escrow at Closing with UMB Bank as escrow agent.

Michael Nessim, David Hudd, Gary Wilder and Jonathan Massing are among the members of the Sponsor and share voting and investment discretion with respect to the shares held of record by the Sponsor.

The address of the principal business office of the Sponsor is 17 Battery Place, Suite 625, New York, NY 10014.

Information in response to this item is incorporated herein by reference to information under the heading “Security Ownership of Certain Beneficial Owners and Management of Shares” in the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Registration Rights Agreement

At the Closing, the Company entered into that certain Registration Rights Agreement with the PIPE Investor, BMS, certain equity holders of BMS and certain other parties identified therein (such persons, the “ Holders ”) (the “ Registration Rights Agreement ”).

Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights.

The Registration Rights Agreement provides that the Company will, as soon as practicable, and in any event within 45 days after the Closing, file with the SEC a shelf registration statement.

The Company will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th day (or the 150th day if the Securities and Exchange Commission (the “ SEC ”) notifies the Company

that it will “review” such shelf registration statement) following the filing deadline, in each case subject to the terms and conditions set forth therein;

and the Company will not be subject to any form of monetary penalty for its failure to do so.

This summary is qualified in its entirety by reference to the text of Registration Rights Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Lock-Up Agreement

At the Closing, the Company entered into that certain Lock-up Agreement with the Holders (the “ Lock-Up Agreement ”), pursuant to which, subject to certain exceptions, the Holders agreed to not transfer or make any announcement of any intention to effect a transfer, in respect of the shares beneficially owned or otherwise held by the Holders prior to the termination of the applicable lock-up period, subject to certain customary exceptions, including:

(i) transfers to permitted transferees upon written notice to the Company, such as a member of the person’s immediate family or to a trust, the beneficiary of which is a member of the person’s immediate family or an affiliate of such person;

(ii) to a charitable organization upon written notice to the Company, by the laws of descent and distribution upon death, or pursuant to a qualified domestic relations order;

and (iii) pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Company common stock for cash, securities, or other property.

Voting Agreement

At the Closing, the Company entered into that certain Voting Agreement with the Holders (the “ Voting Agreement ”), pursuant to which the Holders agreed to vote in favor of any sale transaction approved by the PIPE Investor in the event of any breach or default under certation provisions of the Certificate of Designations.

Warrant Assumption Agreement

At Closing, Continental Stock Transfer & Trust Company (the “ Transfer Agent ”), Binah Capital Corp.

and the Company entered into the Warrant Assumption and Assignment Agreement (the “ Warrant Assumption Agreement ”), pursuant to which, among other things, Binah Capital Corp.

assigned to the Company all of Binah Capital Corp.’s right, title and interest in and to, and the Company assumed all of Binah Capital Corp.’s liabilities and obligations under the certain Warrant Agreement, dated as of November 19, 2020, between Binah Capital Corp.

and Continental Stock Transfer & Trust Company (the “ Existing Warrant Agreement ”).

As a result, each Warrant automatically ceased to represent a right to acquire Binah Capital Corp.

Class A Common Stock and instead represents a right to acquire shares of Company common stock pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement).

Guarantee Agreements

At Closing and in connection with the Amendment, the Company, MHC and Binah Capital Corp.

entered into, and Craig Gould and Alexander Markowitz (the “ Guarantors ”) amended and restated, certain guarantee agreements (each a “ Guarantee Agreement ” and together, the “ Guarantee Agreements ”) with Oak Street, pursuant to which, the Guarantors unconditionally, absolutely and irrevocably guarantee to Oak Street the full and prompt payment and performance when due (whether at maturity by acceleration or otherwise) of any and all of the obligations under Credit Agreement.

These Guarantee Agreements were terminated at the time of the re-financing.

In connection with the re-financing and the Byline Bank Credit Agreement Craig Gould (“Guarantor”) entered into a form of a Limited Guaranty of Payment (“Limited Guaranty”) to and for the benefit of Byline Bank.

Under the Limited Guaranty, the Guarantor unconditionally, absolutely and irrevocably guarantee to Byline Bank the full and prompt payment and performance when due (whether at maturity by acceleration or otherwise) of any and all of the obligations under Credit Agreement, subject to the defined Limitation of Liability of $5 million.

Stock Pledge Agreement

At Closing, Craig Gould and MHC entered into the Stock Pledge Agreement (the “ Stock Pledge Agreement ”) with Oak Street pursuant to which, Mr.

Gould and MHC (each a “ Pledgor ”) pledged 100% of the Company common stock held by each of them (the “ Pledged Interests ”) as collateral for the financial obligations due under the Credit Agreement.

Upon the occurrence and continuation of an Event of Default (as defined in the Stock Pledge Agreement) Oak Street shall have the right to:

have any or all of the Pledged Interests held by Oak Street be registered in the name of Oak Street in the name of Oak Street or its nominee as Oak Street and Oak Street or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder rights at any meeting of the Company s or otherwise and exercise any and all rights pertaining to any of the Pledged Interests, (ii) Oak Street shall have the right to require that all distributions payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security hereunder until applied to the Pledgor’s Obligations.

require that all distributions payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security until applied to the Pledgor’s Obligations.

with prior notice, collect, receive, appropriate, and realize upon the Pledged Interests, or any part thereof, and/or may sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Interests, or any part thereof, in one or more parcels at public or private sale or sales.

Unless and until an Event of Default Occurs, the Pledgor shall have the right to vote all or any part of the Pledged Interests and to receive and collect or to have paid over all dividends declared or paid on the Pledged Interest, except with respect to any (i) any distributions relating to any redemptions or share repurchase or (ii) liquidating distributions (either partial or complete), provided that any and all such expected dividends shall constitute additional collateral.

This Stock Pledge Agreement was terminated in connection with the re-financing of the Oak Street Funding Facility.

Strategic Alliance Agreement

At Closing, the Company and Kingswood US LLC (“Kingswood”) entered into the Strategic Alliance Agreement (the “Alliance Agreement”), pursuant to which, among other things, the Company agreed that within a reasonable time after Closing, but not later than 90 days, the Company will cause its subsidiaries to enter into a non-exclusive investment banking and capital markets relationship with Kingswood to (i) promote Kingswood as a preferred partner to provide approved products for investment banking product distribution and markets, (ii) provide non-exclusive origination and introduction of investment banking products of the Company to Kingswood and (iii) to allow Kingswood to market itself as a strategic partner.

Under the Alliance Agreement, the Company and Kingswood will split in equal portions any gross fees or gross profits on referrals from the Company to Kingswood.

The foregoing obligations are subject to compliance with applicable laws, including FINRA rules, regulations or policies applicable to the parties to the Alliance Agreement.

Related Party Policy

The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party” had, has or will have a direct or indirect material interest.

“Related parties” under this policy will include:

(i) our directors, nominees for director or executive officers;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have

on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Information with respect to certain relationships and related transactions is incorporated herein by reference to information under the heading “Related Party Transactions” and director independence is incorporated herein by reference to information under the heading “Corporate Governance and Related Matters – Independence of Directors” in the Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees for professional services provided by our independent registered public accounting firm include:

Audit Fees (1)

“Audit fees” include fees for audit services primarily relates to the audit of our annual consolidated financial statements;

audit services related to our subsidiaries in connection with statutory and regulatory filings;

the review of our quarterly consolidated financial statements;

and assistance with and review of documents filed with the SEC;

and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

“Tax Fees” includes fees from the accounting firm’s tax division, except those services related to the audit.

These fees include tax compliance.

Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

The Audit Committee has adopted a policy and related procedures requiring its pre-approval of all audit and non-audit services to be rendered by FGMK, LLC.

These policies and procedures are intended to ensure that the provision of such services does not impair FGMK LLC’s independence.

These services may include audit services, audit-related services, and other services.

The policy provides for the annual establishment of fee limits for various types of audit services, audit-related services, tax services and other services, within which the services are deemed to be pre-approved by the Audit Committee.

FGMK, LLC is required to provide the Audit Committee back-up information with respect to the performance of such services.

All services performed by FGMK, LLC for the Company were pre-approved by the Audit Committee.

Information in response to this item is incorporated herein by reference to information under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024

Notes to the Consolidated Financial Statements

Agreement and Plan of Merger, dated as of July 7, 2022, by and among Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub Inc., Wentworth Merger Sub Inc., CF OMS LLC and Wentworth Management Services, LLC (incorporated by reference to Exhibit 2.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

First Amendment to Agreement and Plan of Merger, dated as of March 20, 2023, between Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub, Inc., Wentworth Merger Sub, LLC and Wentworth Management Services LLC (incorporated by reference to Exhibit 2.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Second Amendment to Agreement and Plan of Merger, dated as of September 13, 2023, between Kingswood Acquisition Corp., Binah Capital Group, Inc., Kingswood Merger Sub, Inc., Wentworth Merger Sub, LLC and Wentworth Management Services LLC (incorporated by reference to Exhibit 2.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Amended and Restated Certificate of Incorporation of Binah Capital Group, Inc.

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(incorporated by reference to Exhibit 3.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Certificate of Designations of the Convertible Participating Preferred Stock (incorporated by reference to Exhibit 4.5 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Amended and Restated Certificate of Designations of the Series A Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K filed with the SEC on December 26, 2024).

Certificate of Designations of the Series B Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended September 30, 2024, filed with the SEC on November 14, 2024).

Amended and Restated Certificate of Designations of the Series B Junior Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on February 27, 2026).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

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(incorporated by reference to Exhibit 4.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Certificate of Designations (incorporated by reference to Exhibit 4.5 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Description of Securities

Subscription Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc., Wentworth Management Funding LLC and Pollen Street Capital Limited (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Form of Series B Subscription Agreement (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended September 30, 2024 filed with the SEC on November 14, 2024).

Registration Rights Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc.

and the holders party thereto (incorporated by reference to Exhibit 10.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Lock-Up Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc.

and the holders party thereto (incorporated by reference to Exhibit 10.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Voting Agreement, dated March 15, 2024, by and among Binah Capital Group, Inc.

and the holders party thereto (incorporated by reference to Exhibit 10.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Stock Pledge Agreement, dated March 15, 2024, by and among Craig Gould, MHC Securities, LLC and Oak Street Funding LLC.

(incorporated by reference to Exhibit 10.11 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024).

Strategic Alliance Agreement, dated March 15, 2024, by and between Binah Capital Group, Inc.

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and Byline Bank (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on December 23, 2024).

Binah Capital Group, Inc.

2024 Equity Incentive Plan (incorporated by reference to Binah Capital Group, Inc.’s Registration Statement on Form S-8 (Reg.

333-286609) filed with the SEC on April 17, 2025).

Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Form of Director Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Form of Executive Officer Stock Option Agreement (incorporated by reference to Exhibit 10.4 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Executive Employment Agreement, dated August 14, 2024, by and between Craig Gould and Binah Capital Group, Inc.

(incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-K for the Quarterly Period ended June 30, 2024, filed with the SEC on August 15, 2024).

Amended Gould Employment Agreement (incorporated by reference to Exhibit 10.5 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Executive Employment Agreement, dated August 14, 2024, by and between David Shane and Binah Capital Group, Inc.

(incorporated by reference to Exhibit 10.1 to Binah Capital Group, Inc.’s Form 10-K for the Quarterly Period ended June 30, 2024, filed with the SEC on August 15, 2024).

Amended Shane Employment Agreement (incorporated by reference to Exhibit 10.6 to Binah Capital Group, Inc.’s Form 10-Q for the Quarterly Period ended June 30, 2025 filed with the SEC on August 13, 2025).

Amendment No.

2 to the Executive Employment Agreement, dated February 26, 2026, by and between David Shane and Binah Capital Group, Inc.

Insider Trading Policy of Binah Capital Group, Inc., as amended.

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Claw Back Policy

Claw Back Policy (incorporated by reference to Exhibit 97.1 to Binah Capital Groupm Inc.’s Form 10-K for the year ended December 31, 2024).

XBRL Instance Document

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The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

Management contract or compensatory plan or arrangement.

Filed Herewith

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FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this [x] th day of March, 2025.

BINAH CAPITAL GROUP, INC.

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Chief Executive Officer, and Director

March 31, 2025

(Principal Executive Officer)

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Chief Financial Officer and Director

March 31, 2025

(Principal Financial Officer and Principal Accounting Officer)

/s/ David Crane

March 31, 2025

/s/ Daniel Hynes

March 31, 2025

/s/ Joel Marks

March 31, 2025

BINAH CAPITAL GROUP, INC.

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Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of

To the Audit Committee and Stockholders of

Binah Capital Group, Inc.

Opinion on the Consolidated Financial Statements

Opinion on the Consolidated Financial Statement

We have audited the accompanying consolidated statements of financial condition of Binah Capital Group, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, comprehensive income (loss), and cash flows for each of the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2021

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Operating lease liabilities

Notes payable, net of unamortized debt issuance costs of $ 739 and $ 645 as of December 31, 2024 and 2023, respectively

Notes payable, net of unamortized debt issuance costs of $ 590 and $ 739 as of December 31, 2025 and December 31, 2024, respectively

Promissory notes-affiliates

Due to members

TOTAL LIABILITIES

Mezzanine Equity:

Redeemable Series A Convertible Preferred Stock, par value $ 0.0001 , 2,000,000 shares authorized, 1,555,000 shares outstanding at December 31, 2024

Redeemable Series A Convertible Preferred Stock, par value $ 0.0001 , 2,000,000 shares authorized, 1,626,000 and 1,555,000 shares outstanding at December 31, 2025 and December 31, 2024, respectively

Stockholders’ Equity and Members’ Equity:

Series B Convertible Preferred Stock, par value $ 0.0001 , 500,000 shares authorized, 150,000 shares outstanding at December 31, 2024

Common stock, $ 0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at December 31, 2024

Series B Convertible Preferred Stock, par value $ 0.0001 , 500,000 shares authorized, 150,000 shares outstanding at December 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 55,000,000 authorized, 16,716,000 and 16,602,460 issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in-capital

Accumulated deficit

Members’ Equity attributed to Legacy BMS Management Services LLC

Total Stockholders’ Equity, Mezzanine Equity and Members’ Equity Attributable to BMS Management Services LLC

Accumulated other comprehensive (loss)

Total Stockholders’ Equity and Mezzanine Equity

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

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Total expenses

(Loss) income before provision for income taxes

Provision (benefit) for income taxes

Net (loss) income

Net income attributable to Legacy BMS Management Services LLC members

Net loss attributable to Binah Capital Group, Inc.

Net loss per share basic and diluted

Weighted average shares basic and diluted

Income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

Net income attributable to Legacy Wentworth Management Services LLC members

Net income (loss) attributable to Binah Capital Group, Inc.

Net income (loss) per share basic

Net income (loss) per share diluted

Weighted average shares outstanding:

The accompanying notes are an integral part of these consolidated financial statements.

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(in thousands)

For the Years Ended December 31, 2024 and 2023

For the year ended December 31, 2025

Class A Redeemable

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Stockholders’

Attributed to

Balance December 31, 2022

Distribution of capital

Redemption of Class B Preferred Units

Comprehensive

Balance January 1, 2025

Issuance of Class A redeemable convertible preferred stock

Dividends - Class A redeemable convertible preferred stock

Dividends - Class B convertible preferred stock

Share based compensation

Change in value of cash flow hedge

Balance December 31, 2025

For the Year Ended December 31, 2024

Class A Redeemable

Convertible Preferred Stock

Stockholders’

Attributed to

Balance January 1, 2024

Distributions

Net income prior to transaction

Reverse merger and recapitalization of legacy BMS Management Services LLC

Reverse merger and recapitalization of legacy Wentworth Management Services LLC

Mezzanine Equity - Shares Issued in connection with PIPE financing

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Issuance of common stock in connection with exercise of warrants

Net loss attributable to Binah Capital Group, Inc.

post transaction

Balance December 31, 2024

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BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

For the Years Ended December 31,

Net income (loss)

Other comprehensive (loss)

Changes in fair value of interest rate swap

Total other comprehensive (loss)

Comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

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Capitalized interest - due to members

Loss on disposal of property and leasehold improvements

Change in allowance for credit losses

Share-based compensation

Changes in operating assets and liabilities:

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Other receivables

Accounts payable, accrued expenses and other liabilities

Accounts payable and accrued expenses

Commissions payable

Operating lease liability

Net Cash (Used in) Provided By Operating Activities

Operating lease liabilities

Net Cash Provided By (Used In) Operating Activities

Cash Flows From Investing Activities

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Net payment for reverse merger and recapitalization

Proceeds from Series A Redeemable Convertible Preferred Stock

Proceeds from Series B Convertible Preferred Stock

Dividends - Series A Redeemable Convertible Preferred Stock

Proceeds from Series A redeemable convertible preferred stock issuance

Proceeds from Series B convertible stock issuance

Dividend Series A - redeemable convertible preferred stock

Dividend Series B - redeemable convertible preferred stock

Proceeds from exercise of warrants

Redemption of Class B Preferred Units

Distribution of capital

Net Cash Provided By (Used In) Financing Activities

Net Cash (Used In) Provided By Financing Activities

Net Change in Cash, Cash Equivalents and Restricted Cash

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Cash, Cash Equivalents and Restricted Cash - End of Period

Cash Paid During the Period for:

Supplemental Disclosure of Non-Cash Financing Activities

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During the year ended December 31, 2024 and in connection with the reverse merger and recapitalization the Company extinguished amounts and issued stock in consideration to satisfy these obligations in the approximate amount of $ 4,300 .

As of December 31, 2024, there is an accrued dividend related to the Class B Convertible Preferred Stock in the amount $ 31 .

For the year ended December 31, 2024, the Company paid an in-kind dividend to the Series A Redeemable Convertible Preferred Stockholder in the amount of $ 547 .

Supplemental Disclosure of Cash Flow Information

Right of use asset in exchange for operating lease liability

Cash Paid During the Period for:

For the years ended December 31, 2025 and 2024, the Company paid in-kind dividends to the Series A Redeemable Convertible Preferred Stock holder in the amounts of $ 721 and $ 547 , respectively.

The accompanying notes are an integral part of these consolidated financial statements.

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● PKS Financial Services, Inc.

(“PKSF”), incorporated in the State of New York, is an insurance entity providing financial services to clients.

PKSF began operating under the dba of Binah Capital Insurance during the year ending 2024.

(dba, Binah Capital Insurance, “ PKSF ” or “ BCI ”), incorporated in the State of New York, is an insurance entity providing financial services to clients.

Representatives Indemnity Company, Inc.

(“Repco”), incorporated in the British Virgin Islands, holds a general business insurance license for the purpose of providing professional liability insurance coverage for affiliated entities under WMS.

● Cabot Lodge Securities LLC maintains offices in New York, New York and branch offices throughout the United States of America and includes the following entities (collectively, the “Cabot Entities”):

● Cabot Lodge Securities LLC maintains offices and branch offices throughout the United States of America and includes the following entities (collectively, the “Cabot Entities”):

Cabot Lodge Securities, LLC (“CLS”), a Delaware Limited Liability Company, is a broker-dealer registered with the SEC and is a member of FINRA and SIPC.

CL Wealth Management, LLC (“CLWM”), a Virginia Limited Liability Company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients.

Wentworth Financial Partners LLC (“WFP”) (f/k/a CL General Agency), a Delaware Limited Liability Company, is an insurance entity providing financial services to clients.

WFP began operating under the dba of Binah Financial Partners during the year ending 2024.

Wentworth Financial Partners LLC ( dba, Binah Financial Partners “ WFP ” or “ BFP ”) (f/k/a CL General Agency), a Delaware limited liability company, is an insurance entity providing financial services to clients.

● Michigan Securities, Inc.

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MSI, (d/b/a as Broadstone Securities, Inc., “Broadstone”), incorporated in the State of Michigan, is a financial services firm, and is a broker-dealer registered with the SEC and is a member of FINRA.

Michigan Advisors, Inc., (“MAI”) incorporated in the State of Michigan, was a SEC registered investment advisor.

MAI withdrew its registration in September 2021.

Subsequent to December 31, 2025, MSI legally changed its name from Michigan Securities Inc, to PKS Securities Inc.

Insurance Audit Agency, Inc.

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For additional information see Note 5 - Revenues From Contracts with Customers .

Share-Based Compensation

Certain employees, officers and directors participate in the Company’s long-term incentive plan that provide for granting stock options, restricted stock awards, and restricted stock units.

Stock options and restricted stock units generally vest in equal increments over a three-year period and expire on the tenth anniversary following the date of grant.

Restricted stock awards generally vest upon grant or up to a three-year period.

The Company recognizes share-based compensation for equity awards granted to employees, officers and directors as compensation and benefits expense on the consolidated statements of operations.

The fair value of restricted stock awards and restricted stock units is equal to the closing price of the Company’s stock on the date of grant.

Stock options are generally granted at the market price at the date of the grant, with vesting based on three years of continuous service.

The fair value of the options is estimated using the Black-Sholes model.

Share-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period.

The Company makes assumptions regarding the number of restricted stock awards and restricted stock units that will be forfeited.

The forfeiture assumption is ultimately adjusted to the actual forfeiture rate.

As a result, changes in the forfeiture assumptions do not impact the total amount of expense ultimately recognized over the service period.

Rather, different forfeiture assumptions would only impact the timing of expense recognition over the service period.

See Note 15 - Share-Based Compensation for additional information regarding share-based compensation for equity awards granted.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash, Cash Equivalents and Restricted Cash

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Restricted cash represents cash held by the Company’s lender related to its credit facility.

As of December 31, 2024 and 2023, restricted cash amounted to approximately $ 1.0 million and $ 0.4 million, respectively.

As of December 31, 2025 and 2024, restricted cash amounted to approximately $ 1.0 million.

The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits.

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All receivables are uncollateralized.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments – Credit Losses .

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If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

There was no impairment of intangible assets recognized for the years ended December 31, 2025 and 2024.

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Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company accounts for its leases in accordance with FASB ASC 842- Leases .

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See Note 12 - Leases for additional information.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740.

Income taxes are accounted for under an asset and liability approach.

This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheet in accordance with FASC ASC 740, Income Taxes (“ASC 740”), which established financial accounting and reporting standards for the effects of income taxes.

The likelihood that deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established.

The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effects of income taxes.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income.

A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized.

Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income.

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Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes.

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federal income taxes, in addition to state and local income taxes.

Binah Capital Group, Inc.

Binah Capital Corp., BMS, the PKSH Entities, the Cabot Entities and WEG are taxable entities subject to federal, state, and local income taxes.

Therefore, these consolidated financial statements include an income tax provision for the taxable entities only.

For the year ending December 31, 2025, Holdings has elected to file a consolidated tax return which will include all subsidiaries including Binah Capital Corp., BMS, the PKSH Entities, the Cabot Entities and WEG.

Therefore, these consolidated financial statements include an income tax provision for all the taxable entities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized.

The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes.

Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

Net Loss Per Share

Basic earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period.

Diluted net income per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.

Net Income (Loss) Per Share

Basic earnings per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period.

Diluted net income per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.

Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock.

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Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

The Company uses derivative instruments to hedge exposures to cash flow risks.

The Company does not hold or issue financial instruments for speculative or trading purposes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants.

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Warrants issued to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s warrants at the end of each reporting period.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Contingent Liabilities

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See Note 19 – Commitments and Contingencies for additional information.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Recently Issued Accounting Pronouncements

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however, it does not expect this update to have an impact on its financial condition or results of operations.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures.

The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact on the related disclosures;

however, it does not expect this update to have an impact on its financial condition or results of operations.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses.

This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280.

The ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024.

The adoption did not have an impact on the Company’s financial condition or results of operations.

See Note 25 - Segment Information for related disclosures.

See Note 17 - Income Taxes for related disclosures.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation.

Such reclassifications had no impact on previously reported net income (loss) or stockholders’ equity.

MERGER AND RECAPITALIZATION

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REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

The Company generates two types of commission revenues:

The Company generates two types of commission revenue:

sales-based commissions that are recognized at the point of sale on the trade date and trailing commissions that are recognized over time as earned.

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The carrying value of debt approximates their fair value since the interest rates on these obligations represent current market rates.

Derivatives are valued using quoted market prices for identical instruments when available or observable inputs from forward and futures yield curves.

The valuation models use required observable inputs including contractual terms, market process, yield curves, credit curves and measures of volatility.

Our derivatives are classified as Level 2.

The counterparty to our derivative transaction is a regulated bank.

Management has determined that the counterparty credit risk associated with its derivative transaction is not significant.

Accordingly, the recorded fair value has not been adjusted to reflect counterparty risk.

PROPERTY AND EQUIPMENT, NET

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Property and equipment, net

Depreciation and amortization expense related to property and equipment amounted to approximately $ 0.4 million and $ 0.5 million for the years ended December 31, 2024 and 2023.

Depreciation and amortization expense related to property and equipment amounted to approximately $ 0.3 million and $ 0.4 million for the years ended December 31, 2025 and 2024, respectively.

INTANGIBLE ASSETS

The components of intangible assets were as follows as of December 31, 2025 (in thousands) :

Developed technology

INTANGIBLE ASSETS (continued)

The components of intangible assets were as follows as of December 31, 2024 (in thousands) :

Policies and procedures library

Developed technology

Amortization expense related to intangible assets amounted to approximately $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.

Amortization expense related to intangible assets amounted to approximately $ 0.6 million for the years ended December 31, 2025 and 2024.

As of December 31, 2025, the estimated future amortization expense for intangible assets is as follows (in thousands) :

On April 2, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”) with Oak Street Funding LLC (“Oak Street”) in the amount of $ 25 million.

This note payable bears interest at the prime rate plus 2.25 % and has a 10 -year term and a 3 -month interest only repayment provision.

As of December 31, 2024 and 2023, the outstanding balance of the Oak Street note, net of unamortized debt issuance costs was $ 0.0 million and $ 17.6 million, respectively.

On April 25, 2021, the Company entered into an additional promissory note with Oak Street in the amount of $ 4.1 million related to the acquisition of WEG (“WEG Note”).

This note payable bears interest at the prime rate plus 2.25 % and has a 10 -year term.

As of December 31, 2024 and 2023, the outstanding balance of this note, net of unamortized debt issuance costs was $ 0.0 million and $ 3.2 million, respectively.

Under the Oak Street notes, the Company was subject to certain covenants as defined in the agreements.

As of December 31, 2023 and during the year ending December 31, 2024 the Company was in compliance with all financial related covenants.

Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the Company entered into an amendment to the Credit Agreement with Oak Street providing for, among other things, consenting to the Business Combination, and the payoff and restructuring of certain debt obligations.

Additionally, the rate of interest being charged will increase at rate of 15 % per annum until the interest rate reaches a maximum of 15.00 %, provided that in no event the interest rate will not be less than 10.75 % (the “Floor”).

Additionally, in connection with the amendment the Company has agreed to pay a fee equal to $ 0.14 million (the “Deferred Fee”), which is due and payable in the amounts of $ 0.03 million and $ 0.12 million on June 12, 2024 and August 12, 2024, respectively.

If the obligations under this Credit Agreement are paid in full prior to the respective deferral fee dates, the respective deferral fees would be waived.

The amended Credit Agreement also includes a guarantee provision whereby each of the Company, KWAC, Holdings and MHC Securities, LLC are guarantors under the Credit Agreement.

Additionally, certain of the members of the Company provide guarantees under the Credit Agreement.

During the year ending December 31, 2024, the Company re-financed the Oak Street credit facility with Byline Bank under the terms outlined below.

DEBT (continued)

On December 23, 2024 (the “ Credit Agreement Closing Date ”), BMS entered into a Credit Agreement (the “ Credit Agreement ”) with Byline Bank, as lender (the “ Lender ”), pursuant to which the Lender agreed, at BMS’s request, to (i) make to BMS a term loan in the original principal amount of $ 20.3 million (the “ Term Loan ”), which was funded on the Credit Agreement Closing Date;

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and (iii) issue to BMS, from time to time, letters of credit (the “ Letters of Credit ” and together with the Term Loan and Non-Revolving Loans, the “ Loans ”) until the earliest to occur of (x) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn.

As of December 31, 2024, the outstanding balance under the Term Loan was $ 19.6 million, net of unamortized debt issuance costs.

As of December 31, 2025 and December 31, 2024, the outstanding balance under the Term Loan was $ 17.7 million and $ 19.6 million, net of unamortized debt issuance costs, respectively.

Under the terms of the Credit Agreement, to the extent that BMS requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit.

The Non-Revolving Loans may not be requested by BMS and may only be advanced in connection with a repayment of a Letter of Credit (“ LC Payment ”).

As of December 31, 2024, there were no amounts outstanding under the Non-Revolving Loan or Letter of Credit .

As of December 31, 2025 and 2024, there were no amounts outstanding under the Non-Revolving Loan or Letter of Credit.

Subsequent to December 31, 2025, the Company entered into two Letters of Credit in the amounts of approximately $ 0.05 million.

These Letters of Credit were issued to support two office leases.

The Letters of Credit are due on demand and carry an interest rate at the same rate as the Term Loan as outlined below.

The Loans (both principal and interest) made by the Lender to BMS is scheduled to mature and become immediately due and payable in full on December 23, 2029 (“Maturity Date”).

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and (iii) if any other obligations is created under the Loan Documents (as defined in the Credit Agreement), at the Term Loan Interest Rate.

As of December 31, 2024, the effective interest rate was 8.3 %.

The Term Loan must be used by BMS to refinance Existing Credit Facilities (as defined in the Credit Agreement) and the Non-Revolving Loans must be used solely to reimburse the Lender with respect to any Letters of Credit issued to BMS.

The Term Loan refinanced the previous Oak Street Funding Facility.

As of December 31, 2025 and 2024, the effective interest rate was 7.9 % and 8.3 %, respectively.

DEBT (continued)

On April 10, 2025, BMS entered into an interest rate swap agreement with a notional amount of $ 10 million in connection with the above-mentioned Credit Agreement.

Under the terms of the swap, BMS pays a fixed rate of 3.98 % plus four percent ( 4.00 %) and receives a variable interest rate based on SOFR plus 4.00 % as defined above.

The swap agreement requires monthly payments to be made or received.

The swap is designated as cash flow hedge of the variability of the SOFR-based interest payments on $ 10 million of BMS’s outstanding variable-rate debt.

As of December 31, 2025, the interest rate swap liability had a fair value of $ 0.2 million and is included in accounts payable, accrued expenses and other liabilities on the consolidated statement of financial condition.

The Company has adopted the shortcut method allowing it to assume perfect hedge effectiveness.

Changes in the effective portion of the swap’s fair value are recognized in other comprehensive income (loss) (“OCI”) and included on the consolidated statements of other comprehensive income (loss).The Term Loan was used by BMS to refinance Existing Credit Facilities (as defined in the Credit Agreement) and the Non-Revolving Loans must be used solely to reimburse the Lender with respect to any Letters of Credit issued to BMS.

The Credit Agreement also includes customary covenants for a transaction of this type, including financial covenants whereby BMS and its subsidiaries on a consolidated basis may not have, as of the last day of each fiscal quarter, commencing with fiscal quarter ending on March 31, 2025, (1) a fixed charge coverage ratio as of the last day of the fiscal quarter for the twelve (12) month period then ended of not less than 1.20 to 1.00;

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These notes had a maturity date of May 17, 2023, and accrued interest at a rate of 10 % annually.

The interest on these notes continued to accrue until such time as these notes were paid.

The interest on these notes continued to accrue until such time as these notes were restructured.

Additionally, in connection with the acquisition of the PKSH Entities, the Company agreed to pay contingent consideration in the amount of $ 5.0 million to certain sellers.

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These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10 % annually.

The interest on these notes continued to accrue until such time as these notes were paid.

As of December 31, 2024 and 2023, the amount of principal and accrued interest related to these promissory notes were approximately $ 0.0 million and $ 12.2 million, respectively.

Related interest expense was approximately $ 0.0 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively.

Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the Company paid approximately $ 3.4 million on these notes.

In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $ 3.8 million and entered into a new promissory note in the principal amount of approximately $ 5.3 million, which is the amount outstanding as of December 31, 2024.

The terms of this new promissory note provides for maturity on May 15, 2027 and carries an interest rate of the prime rate plus 1.00 %, but no less than 7.50 % per annum.

For the year ended December 31, 2024 interest expense related to the new promissory notes amounted to approximately $ 0.4 million of which approximately $ 0.1 million is payable as of December 31, 2024 and paid subsequent to December 31, 2024.

DUE TO MEMBERS

The Company had entered into promissory notes with certain of its members to provide for working capital.

As of December 31, 2024 and 2023, the amount of principal and accrued interest related to these notes were approximately $ 0.0 million and $ 5.2 million, respectively.

The notes bear interest at the rate of 10 % and are due on demand.

For the years ended December 31, 2024 and 2023, interest expense related to these notes amounted to approximately $ 0.1 million and $ 0.4 million, respectively.

Subsequent to December 31, 2023, and in connection with the closing of the Business Combination, the noteholders agreed to satisfy all outstanding obligations, including the payment of principal and interest, in exchange for an amount of cash equal to approximately $ 0.9 million, forgiveness of certain other obligations owed to a noteholder and the issuance of 357,000 shares of common stock of Binah Capital Group, Inc.

The interest on these notes continued to accrue until such time as these notes were restructured.

In connection with the closing of the Business Combination, the Company paid approximately $ 3.5 million on these notes.

In addition to the paydown, the noteholders agreed to forgive the remaining accrued but unpaid interest of approximately $ 3.8 million and entered into new promissory notes in the principal amount of approximately $ 5.3 million in the aggregate, which remain outstanding as of December 31, 2025 and 2024.

The terms of these new promissory notes provide for maturity on May 15, 2027, and carries an interest rate of Prime plus 1.00 %, but no less than 7.50 % per annum.

Related interest was approximately $ 0.5 million and $ 0.4 million for the years ended December 31, 2025 and 2024, respectively.

The Company has obligations as a lessee for office space with initial noncancelable terms in excess of one year .

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Total lease cost

Total lease cost is included rent and occupancy on the consolidated statements of operations.

LEASES (continued)

Total lease cost is included in rent and occupancy on the consolidated statements of operations.

Amounts reported in the consolidated statements of financial condition as of December 31, 2025 and 2024 were as follows (in thousands) :

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Operating lease liabilities

Other supplemental information related to leases as of December 31, 2024 and 2023 was as follows:

Other supplemental information related to leases as of December 31, 2025 and 2024 are as follows:

Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2025 and 2024 (in thousands) :

Operating leases

ROU assets obtained in exchange for lease liabilities for the year ended December 31, 2024 and 2023 (in thousands) :

Operating leases

Weighted-average remaining lease term as of December 31, 2025 and 2024:

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Operating leases

Amounts disclosed for ROU assets obtained in exchange for lease liabilities and reductions to ROU assets resulting from reductions to lease liabilities include amounts added to or reduced from the carrying amount of ROU assets resulting from new leases, lease modifications or reassessments.

LEASES (continued)

Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands) :

1 unchanged sentence

Lease liability

Subsequent to December 31, 2025, on February 4, 2026, WEG entered into an a first amendment for their existing office space to extend the lease from May 1, 2026 through August 1, 2029.

Additionally, on January 7, 2026, the Company entered into a lease for office space with a term beginning in February 2026 through June 2029.

Future minimum payments on these leases are as follows:

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

3 unchanged sentences

At the discretion of Holdings, the payment may be made in cash or up to 50 % of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $ 10 per share.

For the year ended December 31, 2024, the Company paid dividends under the Series A PIPE in the amount of approximately $ 1.1 million of which $ 0.56 million was paid in cash and $ 0.55 was paid in-kind.

As of December 31, 2025, the Company accrued 50 % of the dividend to be paid in cash in the amount of $ 0.2 million and paid an in-kind dividend in the amount of $ 0.2 million.

As of December 31, 2024, the Company accrued 50 % of the dividend to be paid in cash in the approximate amount of $ 0.2 million.

For the years ended December 31, 2025 and 2024, the Company paid dividends under the Series A Stock in the amount of approximately $ 1.4 million and $ 1.1 million, respectively.

The Holdings Series A Stock has liquidation preferences in the event of a voluntary or involuntary liquidation as follows:

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● $ 16.00 per share of Holdings Series A Stock if such liquidation occurs prior to the fourth anniversary of the Funding Date.

Holdings, at its option, may redeem the Series A Stock on any anniversary of the Funding date up to an including the fourth anniversary of the Funding date at the following redemption prices:

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (continued)

Holdings, at its option, may redeem the Series A Stock on any anniversary of the Funding date up to and including the fourth anniversary of the Funding date at the following redemption prices:

● $ 11.50 per share of Series A Stock on the first anniversary of the Funding Date;

6 unchanged sentences

The Holdings Series B Stock may be converted into shares of Holdings Common Stock, at the option of the investor at a rate equal to the quotient of (i) $ 10.00 divided, by (ii) the product of (A) .80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30 -day period immediately prior to such conversion, provided that in no event shall the denominator be less than $ 6.00 per share (the “Conversion Rate”).

SERIES B CONVERTIBLE PREFERRED STOCK (continued)

Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent ( 7 %) per annum, payable and compounded quarterly on the last day of each quarter.

As of December 31, 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition is an accrued dividend in the amount of $ 0.03 million that was paid subsequent to December 31, 2024.

As of December 31, 2025 and 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statements of financial condition, is an accrued dividend in the amount $ 0.03 and $ 0.03 , respectively, that was paid subsequent to December 31, 2025 and 2024.

For the year ended December 31, 2025 and 2024 total dividends related to the Holdings Series B Stock amounted to approximately $ 0.1 million and $ 0.03 million, respectively.

The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $ 12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30 -day period immediately prior to the redemption;

provided that such price shall not greater than $ 20.00 .

The following table summarizes the warrants outstanding as of December 31, 2024:

SHARE-BASED COMPENSATION

The Binah Capital Group, Inc.

2024 Equity Incentive Plan (the “Plan”) was established and effective March 15, 2024.

The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company.

The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.

Subject to adjustment as provided in the Plan, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to 1,600,000 shares (the “ Base Reserve ”) plus an annual increase, effective as of the first day of the Company’s fiscal year beginning in the year following the fiscal year in which the Company’s stockholders approved the Plan and the first day of each subsequent fiscal year through and including the first day of the Company’s fiscal year beginning on the tenth (10th) anniversary of the commencement of such annual increase, equal to the lesser of (i) ten percent ( 10 %) of the number of shares of Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the Board may determine, and such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.

Stock Options

The following table summarizes the Company’s stock option activity as of and for the year ended December 31, 2025:

Outstanding - January 1, 2025

Forfeited and Expired

Outstanding - December 31, 2025

Exercisable and expected to vest December 31, 2025

The following table summarizes information about the outstanding options as of December 31, 2025:

Exercise Price

SHARE-BASED COMPENSATION (continued)

Restricted Stock and Stock Units

The following summarizes the Company’s activity in its restricted stock awards and stock units as of and for the year ended December 31, 2025:

Restricted Stock Awards

Restricted Stock Units

Outstanding - January 1, 2025

Outstanding - December 31, 2025

Expected to vest - December 31, 2025

The Company grants restricted stock awards and restricted stock units to its employees and officers.

Restricted stock awards and stock units must vest or are subject to forfeiture;

however restricted stock awards are included in shares outstanding upon grant and have the same dividend and voting rights as the Company’s common stock.

The Company recognized $ 0.5 million and $ 0.2 million of share-based compensation expense related to the vesting of the restricted stock awards and stock options during the year ended December 31, 2025.

As of December 31, 2025, total unrecognized cost for restricted stock units and stock options was $ 1.1 million, which is expected to be recognized over the remaining period of 1.64 years.

The following table summarizes the warrants outstanding as of December 31, 2025 and 2024:

Class of Warrants

7 unchanged sentences

The Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815.

At December 31, 2024 , the fair value of the warrant liabilities is approximately $ 1.0 million and is included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition as of December 31, 2024.

For the year ended December 31, 2024, included in other expenses on the consolidated statement of operations is unrealized gain on the warrants in the amount of approximately $ 0.6 million.

Prior to the closing the Business Combination BMS was classified as a partnership for income tax purposes and is therefore not subject to federal, and certain state, and local income taxes.

Subsequent to the closing of the Business Combination, BMS elected to be taxed as a corporation and therefore subject to federal, state and local income taxes.

Binah Capital Group, Inc.

and Binah Capital Corp are also corporations and suject to federal, state and local income taxes.

PKSH elected to be taxed as a corporation.

The PKSH Entities and WEG are taxable entities and are subject to federal, state, and local income taxes.

Therefore, these consolidated financial statements include an income tax provision for the all taxable entities, which is the primary reason for the difference between the statutory tax rate and the effective tax rate.

At December 31, 2025 and December 31, 2024, the fair value of the warrant liabilities is approximately $ 2.3 million and $ 1.0 million, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition as of December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, included in other expenses on the consolidated statement of operations is unrealized (loss)/gain on the warrants in the amount of approximately $( 1.3 ) million and $ 0.6 million, respectively.

The income tax provision (benefit) for the years ended December 31, consisted of the following:

State and local:

Income tax provision (benefit)

INCOME TAXES (continued)

The reconciliation between the U.S.

statutory federal income tax rate and the Company’s effective tax rate for the years ended December 31, 2024 and 2023 are as follows:

Income tax provision

The following table reflects a reconciliation of the U.S.

federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2025:

federal statutory rate

1 unchanged sentence

Non-deductible meals and entertainment

Gain/(loss) on the fair value of warrants

Section 831 (B)(2) election

Deferred adjustments

Change in valuation allowance

Other adjustments

Effective rate

1 The state and local income tax effect reflects an overall net state income tax benefit for the year, with more than 90% attributable to NY.

The state income tax benefit was partially offset by state income tax expense, with CA, IL, NJ and TX representing more than 85% of the offsetting income tax expense.

The following table reflects a reconciliation of the U.S.

federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2024:

federal statutory rate

State income taxes, net of federal benefit

Non-deductible meals and entertainment

Non-deductible transaction costs

Gain/(loss) on the fair value of warrants

Section 831 (B)(2) election

Deferred adjustments

Change in valuation allowance

Non-taxable pass through entities

Net operating loss true-up

Other adjustments

Effective rate

INCOME TAXES (continued)

Deferred Taxes

6 unchanged sentences

Net operating loss

Share based compensation

Accrued compensation

Derivatives and hedging activities – other comprehensive income (loss)

Valuation Allowance

Net deferred tax asset

As of December 31, 2025 and 204, the net deferred tax asset is included in other assets on the accompanying consolidated statements of financial condition.

Net Operating Losses

4 unchanged sentences

All federal net operating losses being carried forward were incurred in tax years beginning after December 31, 2017, and therefore will carry forward indefinitely.

The state net operating losses will start to expire December 31, 2038.

Valuation Allowance

1 unchanged sentence

Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur.

The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance and has concluded that a valuation allowance is warranted in the amount of $ 529 and $ 0 as of December 31, 2024 and 2023.

The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance and has concluded that no valuation allowance is warranted as of December 31, 2025.

As of December 31, 2024 the valuation allowance amounted to $ 529 .

INCOME TAXES (continued)

4 unchanged sentences

Management does not expect any material changes in its unrecognized tax benefits in the next year.

The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions.

The Company is generally not subject to examinations for its federal and state returns for any periods prior to the 2021 tax year.

The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions and is subject to examination by various taxing authorities.

The tax years of 2022 to 2024 remain open to examination in the federal jurisdiction.

The tax years of 2021 to 2024 remain open to examination in the state jurisdiction.

The Company is not currently under examination for any tax years.

NET LOSS PER SHARE

NET INCOME (LOSS) PER SHARE

The Series A and Series B Preferred Stock does not have similar economic rights to the common stock and management does not consider them to be in substance common shares for earnings per share (“EPS”) purposes.

As a result, the weighted average Series A and Series B Preferred Stock outstanding during the period was not included in the calculation of weighted average common stock outstanding.

The warrants were considered in diluted EPS under the treasury stock method, if dilutive.

Management determined that EPS was not presented for periods prior to the Merger as it was not considered to be meaningful.

The computation of loss per share and weighted average of the Company’s common stock outstanding for the period from the date of transaction close through December 31, 2024 is as follows (in thousands) :

Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes warrants, Series A Preferred Stock, Series B Preferred Stock, options and unvested restricted stock) and accordingly, as applicable adjusting net income to add back any changes in earnings that reduce earnings per common share in the period associated with the potential common stock equivalents.

The computation of loss per share and weighted average of the Company’s common stock outstanding for the years ended December 31, 2025 and 2024 is as follows (in thousands) :

For the year ended

December 31, 2025

Net loss attributable to Binah Capital Group, Inc.

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted loss per share of common stock

December 31, 2024

Net income (loss)

Series A preferred dividends

Series B preferred dividends

Net income (loss) available to common shareholders

Shares for basic and diluted calculation

Average shares used in basic computation

Dilutive effect of unvested stock units

Average shares used in diluted computation

Earnings (loss) per common share

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share for the period presented as they were anti-dilutive (in thousands) .

For the year ended

December 31, 2025

December 31, 2024

Series A preferred stock

Series B preferred stock

Stock options

Unvested restricted stock units

During the preparation of the current period financial statements, the Company identified an immaterial error in the calculation of EPS for the prior periods.

The error did not impact net income, total equity, or cash flows.

The EPS figures for the prior periods have been revised accordingly in the comparative presentation.

Management has concluded that the correction is not material to the prior period financial statements and does not require restatement.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

COMMITMENTS AND CONTINGENCIES (continued)

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the accompanying consolidated financial statements.

12 unchanged sentences

However, the actual outcomes of such legal proceedings, claims, disputes, or investigations could be material to the Company’s operating results and cash flows for a particular future period as additional information is obtained.

PKSI, a subsidiary of the Company, has responded to an informal inquiry from FINRA in connection with its accounting of a transaction that occurred during the year ending December 31, 2025.

The accounting for the transaction in question has been accounted for in the accompanying consolidated financial statements.

The Company believes, based upon current information, that the outcome of this inquiry will not have a material effect on our financial position, results of operations or cash flows.

COMMITMENTS AND CONTINGENCIES (continued)

Indemnification

18 unchanged sentences

RETIREMENT PLAN

PKSI maintains a 401(k) retirement plan for the benefit of its employees.

Contributions to the PKSI Plan are limited to a maximum of 3 % of employee compensation and are based upon employee contributions.

The Company maintains a 401(k) retirement plan for the benefit of its employees.

Prior to January 1, 2025, PKSI and WEG each maintained their own respective 401(k) retirement plans for its employees.

Effective January 1, 2025, the WEG plan was merged into the PKSI plan, then the PKSI plan was renamed the Binah Management Services 401(k) Profit Sharing Plan (the “Plan”).

Contributions to the Plan are limited to a maximum of 3.5 % of employee compensation and are based upon employee contributions.

Employees must be 21 years of age and employed for three months to participate.

The PKSI contribution to the plan amounted to approximately $ 0.4 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.

Additionally, WEG maintains a 401(k) plan for qualified employees.

WEG matches 50 % of employee contributions up to 3 % of employee compensation, and may make discretionary contributions to the plan, subject to certain limitations as set forth in the plan agreement.

WEG’s aggregate contribution to the plan for the years ended December 31, 2024 and 2023 was approximately $ 0.03 million and $ 0.02 million, respectively.

WEG also has a separate profit-sharing plan, making discretionary contributions as defined in the plan, subject to certain limitations set forth in the plan agreement.

The Company did not make a separate profit-sharing plan contribution for the years ended December 31, 2024 and 2023.

Effective January 1, 2025, the WEG plan was merged into the PKSI plan and the plan was renamed the Binah Management Services 401 (k) Profit Sharing Plan.

For the year ended December 31, 2025, BMS contributed approximately $ 0.6 million to the Plan.

For the year ended December 31, 2024, the PKSI contribution to the plan amounted to approximately $ 0.4 million.

For the year ended December 31, 2024, WEG contributed approximately $ 0.03 million to its plan.

NET CAPITAL REQUIREMENTS

16 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events that occurred after the balance sheet date up to March , 2025, the date that the consolidated financial statements were available to be issued.

The Company evaluated subsequent events that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures