Binah Capital Group, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective. Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 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. ITEM 9B. OTHER INFORMATION N o n e . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ​ 40 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. ITEM 11. EXECUTIVE COMPENSATION Information in response to this item is incorporated herein by reference to information under the heading “Executive Compensation” in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. ​ 41 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: ​ Financial Statements: ​ ​ ​ Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and December 31, 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024 F-5 Consolidated Statements of Comprehensive Income (Loss) F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 F-7 Notes to the Consolidated Financial Statements F-8 ​ (b) Exhibits: ​ Exhibit No. ​ ​ ​ Description 3.1 ​ Amended and Restated Certificate of Incorporation of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.1 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 3.2 ​ Amended and Restated Bylaws of Binah Capital Group, Inc. (incorporated by reference to Exhibit 3.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 3.3 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). 3.3.1 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). 3.4 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). 3.4.1 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). 4.1 ​ 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). 4.2 ​ Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 4.3 ​ Existing Warrant Agreement, dated November 19, 2020, between Kingswood Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 4.4 ​ Warrant Assumption Agreement, dated March 15, 2024, by and among Continental Stock Transfer and Trust Company, Kingswood Acquisition Corp. and Binah Capital Group, Inc. (incorporated by reference to Exhibit 4.4 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 4.5* Description of Securities 10.1 ​ 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). 10.1.1 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). 10.2 ​ 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). 10.3 ​ Strategic Alliance Agreement, dated March 15, 2024, by and between Binah Capital Group, Inc. and Kingswood US LLC. (incorporated by reference to Exhibit 10.12 to Binah Capital Group, Inc.’s Form 8-K, filed with the SEC on March 21, 2024). 42 Table of Contents 10.4 Credit Agreement, dated December 23, 2024, by and between Binah Capital Group, Inc. 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). 10.5‡ Binah Capital Group, Inc. 2024 Equity Incentive Plan (incorporated by reference to Binah Capital Group, Inc.’s Registration Statement on Form S-8 (Reg. No. 333-286609) filed with the SEC on April 17, 2025). 10.6‡ 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). 10.7‡ ​ 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). 10.8‡ 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). 10.9‡ 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). 10.10‡+ ​ 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). 10.11‡ ​ 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). 10.11.1‡ ​ 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). 10.12‡ ​ 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). 10.12.1‡ ​ 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). 10.12.2‡* ​ Amendment No. 2 to the Executive Employment Agreement, dated February 26, 2026, by and between David Shane and Binah Capital Group, Inc. 19.1*† ​ Insider Trading Policy of Binah Capital Group, Inc., as amended. 31.1* ​ 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 31.2* ​ Certification of Chief Financial 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 32.1** ​ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** ​ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 ​ 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). 101.INS ​ XBRL Instance Document 101.CAL ​ XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH ​ XBRL Taxonomy Extension Schema Document 101.DEF ​ XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ X BRL Taxonomy Extension Labels Linkbase Document 101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) † Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). 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 ** Furnished Herewith ​ ITEM 16. FORM 10-K SUMMARY None. ​ ​ 43 Table of Contents SIGNATURES 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 th day of March, 2026. BINAH CAPITAL GROUP, INC. By: /s/ Craig Gould Name: Craig Gould Title: Chief Executive Officer ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Craig Gould and David Shane, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as Directors and officers of Binah Capital Group, Inc. any amendment or supplement hereto. The undersigned hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized. Signature Title Date /s/ Craig Gould Chief Executive Officer, and Director March , 2026 Craig Gould (Principal Executive Officer) /s/ David Shane Chief Financial Officer and Director March , 2026 David Shane (Principal Financial Officer and Principal Accounting Officer) /s/ David Crane Director March , 2026 David Crane /s/ Daniel Hynes Director March , 2026 Daniel Hynes /s/ Joel Marks Director March , 2026 Joel Marks ​ ​ ​ ​ 44 Table of Contents BINAH CAPITAL GROUP, INC. DECEMBER 31, 2025 AND 2024 TABLE OF CONTENTS ​ Page ​ ​ INDEPENDENT AUDITOR’S REPORT (PCAOB ID 3968 ) F- 2 CONSOLIDATED FINANCIAL STATEMENTS ​ Consolidated Statements of Financial Condition F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Changes in Stockholders’ Equity F- 5 Consolidated Statements of Comprehensive Income (Loss) F- 6 Consolidated Statements of Cash Flows F- 7 Notes to the Consolidated Financial Statements F- 8 -F- 32 ​ ​ ​ ​ F-1 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT DECEMBER 31, 2025 AND 2024 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee and Stockholders of Binah Capital Group, Inc. ​ 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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. ​ /s/ FGMK LLC ​ We have served as the Company’s auditor since 2021 ​ Chicago, Illinois March 31, 2026 ​ ​ F-2 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, 2025 AND 2024 (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash ​ $ 10,716 ​ $ 8,486 Receivables, net: ​ ​ ​ ​ Commissions receivable ​ 10,441 ​ 9,198 Due from clearing broker ​ 707 ​ 873 Other ​ 1,261 ​ 938 Property and equipment, net ​ 342 ​ 599 Right of use assets ​ 3,097 ​ 3,730 Intangible assets, net ​ 671 ​ 1,021 Goodwill ​ 39,839 ​ 39,839 Other assets ​ 3,141 ​ 1,993 ​ ​ ​ ​ ​ ​ ​ TOTAL ASSETS ​ $ 70,215 ​ $ 66,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ $ 13,103 ​ $ 10,208 Commissions payable ​ 12,632 ​ 11,468 Operating lease liabilities ​ 3,221 ​ 3,820 Notes payable, net of unamortized debt issuance costs of $ 590 and $ 739 as of December 31, 2025 and December 31, 2024, respectively ​ 17,679 ​ 19,561 Promissory notes-affiliates ​ 5,313 ​ 5,442 ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES ​ 51,948 ​ 50,499 ​ ​ ​ ​ ​ ​ ​ Mezzanine Equity: ​ ​ ​ ​ 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 ​ ​ 15,668 ​ ​ 14,947 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, 2025 and December 31, 2024 ​ ​ 1,500 ​ ​ 1,500 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 ​ ​ 23,709 ​ ​ 22,984 Accumulated deficit ​ ​ ( 22,496 ) ​ ​ ( 23,253 ) Accumulated other comprehensive (loss) ​ ​ ( 114 ) ​ ​ — Total Stockholders’ Equity and Mezzanine Equity ​ ​ 18,267 ​ ​ 16,178 ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY ​ $ 70,215 ​ $ 66,677 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-3 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Revenues: ​ ​ ​ ​ Revenue from Contracts with Customers: ​ ​ ​ ​ Commissions ​ $ 153,440 ​ $ 139,452 Advisory fees ​ 28,601 ​ 24,939 Total Revenue from Contracts with Customers ​ 182,041 ​ 164,391 Interest and other income ​ 5,103 ​ 4,512 ​ ​ ​ ​ ​ ​ ​ Total revenues ​ 187,144 ​ 168,903 ​ ​ ​ ​ ​ ​ ​ Expenses: ​ ​ ​ ​ Commissions and fees ​ 149,277 ​ 135,280 Employee compensation and benefits ​ 18,885 ​ 15,544 Rent and occupancy ​ 1,141 ​ 1,150 Professional fees ​ 2,265 ​ 6,971 Technology fees ​ 2,963 ​ 1,292 Interest ​ 2,119 ​ 4,026 Depreciation and amortization ​ 697 ​ 1,019 Other ​ 7,186 ​ 6,768 ​ ​ ​ ​ ​ ​ ​ Total expenses ​ 184,533 ​ 172,050 ​ ​ ​ ​ ​ ​ ​ Income (loss) before provision for income taxes ​ 2,611 ​ ( 3,147 ) ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ 303 ​ 1,415 ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 2,308 ​ $ ( 4,562 ) ​ ​ ​ ​ ​ ​ ​ Net income attributable to Legacy Wentworth Management Services LLC members ​ ​ — ​ ​ 730 ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Binah Capital Group, Inc. ​ $ 2,308 ​ $ ( 5,292 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share basic ​ $ 0.05 ​ $ ( 0.39 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share diluted ​ $ 0.04 ​ $ ( 0.39 ) ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: basic ​ ​ 16,657 ​ ​ 16,593 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: diluted ​ ​ 16,975 ​ ​ 16,593 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-4 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2025 ​ ​ Class A Redeemable ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Preferred Stock ​ Convertible Preferred Stock ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Stockholders’ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Comprehensive ​ Equity and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Accumulated ​ Income ​ Mezzanine ​ ​ ​ ​ Units ​ Amount ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ (Loss) ​ ​ ​ Equity Balance January 1, 2025 ​ ​ 1,555 ​ $ 14,947 ​ ​ 150 ​ $ 1,500 ​ ​ 16,603 ​ ​ — ​ $ 22,984 ​ $ ( 23,253 ) ​ ​ — ​ $ 16,178 Issuance of Class A redeemable convertible preferred stock ​ ​ 71 ​ ​ 721 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 721 Dividends - Class A redeemable convertible preferred stock ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,445 ) ​ ​ — ​ ​ ( 1,445 ) Dividends - Class B convertible preferred stock ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 106 ) ​ ​ — ​ ​ ( 106 ) Share based compensation ​ — ​ ​ — ​ ​ — ​ — ​ ​ 113 ​ ​ — ​ ​ 725 ​ ​ — ​ ​ — ​ ​ 725 Change in value of cash flow hedge ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 114 ) ​ ​ ( 114 ) Net income ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,308 ​ ​ — ​ ​ 2,308 Balance December 31, 2025 ​ ​ 1,626 ​ $ 15,668 ​ ​ 150 ​ $ 1,500 ​ ​ 16,716 ​ ​ — ​ $ 23,709 ​ $ ( 22,496 ) ​ $ ( 114 ) ​ $ 18,267 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, 2024 ​ ​ ​ ​ Class A Redeemable ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Preferred Stock ​ Convertible Preferred Stock ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Members’ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ ​ ​ Attributed to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity, ​ ​ Legacy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mezzanine ​ ​ Wentworth ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Equity and ​ ​ Management ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Paid-in ​ Accumulated ​ Members’ ​ ​ ​ ​ Services LLC ​ Units ​ ​ ​ Amount ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Equity Balance January 1, 2024 ​ $ 5,103 ​ — ​ $ — ​ ​ — ​ ​ — ​ ​ — ​ $ — ​ $ — ​ $ — ​ ​ 5,103 Distributions ​ ​ ( 85 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 85 ) Net income prior to transaction ​ 730 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 730 Reverse merger and recapitalization of legacy Wentworth Management Services LLC ​ ​ ( 5,748 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 16,566 ​ ​ — ​ ​ 23,693 ​ ​ ( 17,961 ) ​ ​ ( 16 ) Mezzanine Equity - Shares Issued in connection with PIPE financing ​ — ​ 1,500 ​ ​ 14,400 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,400 Issuance of Class A redeemable convertible preferred stock ​ ​ — ​ 55 ​ ​ 547 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 547 Issuance of Class B convertible preferred stock ​ — ​ — ​ — ​ 150 ​ ​ 1,500 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,500 Dividends - Class A redeemable convertible preferred stock ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,094 ) ​ ​ — ​ ​ ( 1,094 ) Dividends - Class B convertible preferred stock ​ — ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 31 ) ​ ​ — ​ ​ ( 31 ) Issuance of common stock in connection with exercise of warrants ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 37 ​ ​ — ​ ​ 416 ​ ​ — ​ ​ 416 Net Loss ​ ​ — ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,292 ) ​ ​ ( 5,292 ) Balance December 31, 2024 ​ $ — ​ 1,555 ​ $ 14,947 ​ 150 ​ $ 1,500 ​ ​ 16,603 ​ $ — ​ $ 22,984 ​ $ ( 23,253 ) ​ $ 16,178 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-5 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net income (loss) ​ $ 2,308 ​ $ ( 5,292 ) Other comprehensive (loss) ​ ​ ​ ​ Changes in fair value of interest rate swap ​ ( 114 ) ​ — Total other comprehensive (loss) ​ $ ( 114 ) ​ $ — Comprehensive income (loss) ​ $ 2,194 ​ $ ( 5,292 ) ​ The accompanying notes are an integral part of these consolidated financial statements ​ ​ F-6 Table of Contents BINAH CAPITAL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash Flows From Operating Activities ​ ​ ​ ​ Net income (loss) ​ $ 2,308 ​ $ ( 4,562 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 697 ​ 1,019 Deferred income taxes ​ ( 907 ) ​ 607 Amortization of debt issuance costs ​ 148 ​ 645 Non-cash lease expense ​ 633 ​ 602 Capitalized interest - promissory notes- affiliates ​ — ​ 218 Capitalized interest - due to members ​ — ​ 72 Change in allowance for credit losses ​ — ​ 468 Share-based compensation ​ ​ 725 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Due from clearing broker ​ 166 ​ ( 242 ) Commissions receivable ​ ( 1,243 ) ​ ( 978 ) Other receivables ​ ( 323 ) ​ 181 Other assets ​ ( 263 ) ​ 98 Accounts payable and accrued expenses ​ 2,647 ​ 1,024 Commissions payable ​ 1,164 ​ 792 Operating lease liabilities ​ ( 599 ) ​ ( 561 ) Net Cash Provided By (Used In) Operating Activities ​ 5,151 ​ ( 617 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities ​ ​ ​ ​ Purchases of property and equipment ​ ( 61 ) ​ ( 85 ) Net Cash Used In Investing Activities ​ ( 61 ) ​ ( 85 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities ​ ​ ​ ​ Borrowings under note payable ​ ​ — ​ ​ 20,300 Payment of debt issuance costs ​ ​ — ​ ​ ( 739 ) Repayment - notes payable ​ ( 2,030 ) ​ ( 21,467 ) Repayment of promissory notes-affiliates ​ ​ — ​ ​ ( 3,445 ) Repayment of borrowings from members ​ — ​ ( 903 ) Net payment for reverse merger and recapitalization ​ — ​ ( 7,863 ) Proceeds from Series A redeemable convertible preferred stock issuance ​ — ​ 14,400 Proceeds from Series B convertible stock issuance ​ ​ — ​ ​ 1,500 Dividend Series A - redeemable convertible preferred stock ​ ( 724 ) ​ ( 547 ) Dividend Series B - redeemable convertible preferred stock ​ ​ ( 106 ) ​ ​ — Proceeds from exercise of warrants ​ ​ — ​ ​ 416 Distribution of capital ​ ​ — ​ ​ ( 85 ) Net Cash (Used In) Provided By Financing Activities ​ ( 2,860 ) ​ 1,567 ​ ​ ​ ​ ​ ​ ​ Net Change in Cash, Cash Equivalents and Restricted Cash ​ 2,230 ​ 865 ​ ​ ​ ​ ​ ​ ​ Cash, Cash Equivalents and Restricted Cash - Beginning of Period ​ $ 8,486 ​ $ 7,621 ​ ​ ​ ​ ​ ​ ​ Cash, Cash Equivalents and Restricted Cash - End of Period ​ $ 10,716 ​ $ 8,486 ​ ​ ​ ​ ​ ​ ​ Cash Paid During the Period for: ​ ​ ​ ​ Interest ​ $ 1,611 ​ $ 2,632 Income taxes ​ $ 469 ​ $ 271 ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-Cash Financing Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2024 and in connection with the reverse merger and recapitalization the Company extinguished amounts related to the promissory notes-affiliates in the approximate amount of $ 3,800 . ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ 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 . ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ 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. ​ ​ F-7 Table of Contents 1. ORGANIZATION AND NATURE OF BUSINESS Binah Capital Group, Inc. (“Binah Capital”, “Holdings” or the “Company,” representing the consolidated group), is a Delaware corporation, formed on June 27, 2022 that serves as a holding company for its wholly-owned subsidiaries operating in the retail wealth management business. Binah Capital through its wholly-owned subsidiary Wentworth Management Services LLC (dba, Binah Management Services, “BMS”) operates multiple businesses in the financial services industry as follows: ● PKS Holdings, LLC (“PKSH”) maintains offices in Albany, New York, and branch offices throughout the United States of America, and includes the following entities (collectively, the “PKSH Entities”): o Purshe Kaplan Sterling Investments, Inc. (“PKSI”), incorporated in the State of New York, is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”). o PKS Advisory Services, LLC (“PKSA”), a New York limited liability company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients. ● PKS Financial Services, Inc. (dba, Binah Capital Insurance, “ PKSF ” or “ BCI ”), incorporated in the State of New York, is an insurance entity providing financial services to clients. o 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 and branch offices throughout the United States of America and includes the following entities (collectively, the “Cabot Entities”): o 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. o 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. o 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. (“MSI”) maintains offices in Albany, New York and includes the following entities (collectively, the “MSI Entities”): o 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. Subsequent to December 31, 2025, MSI legally changed its name from Michigan Securities Inc, to PKS Securities Inc. o Insurance Audit Agency, Inc. (“IAA”), incorporated in the state of Michigan, is an insurance agency. ● World Equity Group, Inc. (“WEG”), incorporated in the State of Illinois, is registered as a broker-dealer and investment advisor with the SEC and is a member of FINRA and SIPC. WEG maintains offices in Schaumburg, Illinois and has branch offices throughout the United States of America. ​ ​ F-8 Table of Contents 2. BUSINESS COMBINATION On July 7, 2022, Kingswood Acquisition Corp., a Delaware corporation (“KWAC”), Binah Capital Group, Inc., a Delaware corporation and wholly-owned subsidiary of KWAC (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Wentworth Merger Sub”), and the Company, entered into an agreement and plan of merger (the “Merger Agreement”). Holdings, Kingswood Merger Sub and Wentworth Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Merger Agreement. Holdings is a wholly-owned direct subsidiary of KWAC. and both Kingswood Merger Sub and Wentworth Merger Sub are wholly-owned direct subsidiaries of Holdings. Pursuant to the Merger Agreement, at closing, each of the following transactions will occur in the following order: (i) Kingswood Merger Sub will merge with and into KWAC. (the “ Kingswood Merger ”), with KWAC surviving the Kingswood Merger as a wholly-owned subsidiary of Holdings (the “ Kingswood Surviving Company ”); (ii) simultaneously with the Kingswood Merger, Wentworth Merger Sub will merge with and into the Company (the “ Wentworth Merger ”), with the Company surviving the Wentworth Merger as a wholly-owned subsidiary of Holdings (the “ Surviving Company ”); and (iii) following the Wentworth Merger, Kingswood Surviving Company will acquire, and Holdings will contribute to Kingswood Surviving Company all of the common units of the Surviving Company directly held by Holdings after the Kingswood Merger (the “ Holdings Contribution ”), such that, following the Holdings Contribution, Surviving Company shall be a wholly-owned subsidiary of the Kingswood Surviving Company (the Kingswood Merger and the Wentworth Merger, together with the other transactions related thereto, the “ Business Combination ”). On March 15, 2024 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated July 7, 2022 (as amended, the “Merger Agreement” and the consummation of such contemplated transactions, the “Closing”), by and among Kingswood Acquisition Corp, a Delaware corporation (“KWAC”), Binah Capital, Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and BMS. Binah Capital, Kingswood Merger Sub and Wentworth Merger Sub were newly formed entities that were formed for the sole purpose of entering into and consummating the transaction set forth in the Merger Agreement. Binah Capital was a wholly-owned direct subsidiary of KWAC and both Kingswood Merger Sub and Wentworth Merger Sub were wholly-owned direct subsidiaries of Binah Capital. On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into BMS, with BMS continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital. Following the BMS merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the BMS merger, such that, following the Binah Capital contribution, BMS became a wholly-owned subsidiary of KWAC. Notwithstanding the legal form of the Merger pursuant to the Business Combination Agreement, the Merger is accounted for as a reverse recapitalization. Under this method of accounting, KWAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Binah Capital represents a continuation of the consolidated financial statements of BMS with the business combination treated as the equivalent of the BMS issuing shares for the net assets of KWAC, accompanied by a recapitalization. The net assets of KWAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of BMS (See Note 4 – Mergers and Recapitalization). Nasdaq Exchange Listing On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCGWW”, respectively. ​ F-9 Table of Contents 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. Significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairment of intangible assets and deferred income taxes, allowance for credit losses, and contingencies. Reportable Segment Management has determined that the Company operates in one segment, given the common nature of its operations, products and services, production and distribution process and regulatory environment. For additional information, see Note 25 - Segment Information . Revenue Recognition Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. 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. F-10 Table of Contents 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist primarily of cash on deposit and money market funds, all of which have original maturities of three months or less. Restricted cash represents cash held by the Company’s lender related to its credit facility. 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. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash. Receivables Receivables, represent amounts due to the Company from its clearing broker, clients, financial institutions and others. Receivables consists of unconditional amounts due to the Company and are reported at amortized costs. All receivables are uncollateralized. Financial Instruments – Credit Losses . The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses . FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the statement of financial condition that adjusts the asset’s amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. Management believes its risk of loss on currently recorded receivables is minimal and accordingly an allowance for credit losses has been recorded as of December 31, 2025, December 31, 2024, and January 1, 2024, in the amount of $ 0.7 million, $ 0.7 million and $ 0.2 million, respectively. Property and Equipment, net Property and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets once the asset is placed in service, which range from 2 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the useful life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. No impairment occurred for the years ended December 31, 2025 and 2024. Goodwill and Other Intangible Assets Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the years ended December 31, 2025 and 2024. Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. 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. F-11 Table of Contents 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) There was no impairment of intangible assets recognized for the years ended December 31, 2025 and 2024. See Note 9 - Intangible Assets , for additional information regarding the Company’s intangible assets. Debt Issuance Costs Debt issuance costs are capitalized and amortized as additional interest expense over the expected term of the related debt agreement. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability. Leases The Company accounts for its leases in accordance with FASB ASC 842- Leases . The Company is a lessee in several noncancelable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and right of use (“ROU”) asset at the commencement date of the lease. ROU assets. A lessee’s ROU asset is measured at the commencement date at the amount of the initially measured lease liability plus any lease payments made to the lessor before or at the commencement date, minus any lease incentives received; plus any initial direct costs. Unless impaired, the ROU asset is subsequently measured throughout the lease term at the amount of the lease liability (that is, present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease cost for lease payments is recognized on a straight-line basis over the lease term. Lease Liabilities . A lease liability is measured based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate and are measured using the index or rate at the commencement date. Lease payments, including variable payments based on an index rate, are remeasured when any of the following occur: (1) the lease is modified (and the modification is not accounted for as a separate contract), (2) certain contingencies related to the variable lease payments are resolved, or (3) there is a reassessment of any of the following: the lease term, purchase options or amounts that are probable of being owed under a residual value guarantee. The discount rate is the implicit rate if it is readily determinable; otherwise, the Company uses its incremental borrowing rate. The implicit rates of the Company’s leases are not readily determinable; accordingly, the Company uses it incremental rate based on the information available at the commencement date for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company determines its incremental borrowing rates by starting with the interest rates on its recent borrowings and other observable market rates and adjusting those rates to reflect the differences in the amount collateral and the payment terms of the leases. Accounting policy election for short-term leases. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term. See Note 12 - Leases for additional information. ​ F-12 Table of Contents 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income Taxes 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 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. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on an income tax return. Under ASC 740-10, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. 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. BMS was subject to certain state and local income taxes. Additionally, Binah Capital Corp. (fka, Kingswood Acquisition Corp.) was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes. Subsequent to the Reverse Merger and Recapitalization, Binah Capital Corp., a wholly-owned subsidiary of Holdings, is the parent company of BMS. Subsequent to the Reverse Merger and Recapitalization, BMS elected to be treated as a corporation and is subject to U.S. federal income taxes, in addition to state and local income taxes. 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. 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. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the consolidated financial statements because the equity structure materially changed in connection with the Merger. Financial Instruments 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. ​ F-13 Table of Contents 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrants issued to non-employees (the “Non-employee Warrants”) are not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. 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. Contingent Liabilities The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties. When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable. The determination of these liability amounts requires significant judgment on the part of management. See Note 19 – Commitments and Contingencies for additional information. Recently Issued Accounting Pronouncements In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses , which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The ASU should be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, 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 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. The adoption did not have an impact on the Company’s financial condition or results of operations. 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. ​ F-14 Table of Contents 4 . MERGER AND RECAPITALIZATION Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“ KWAC. Common Stock ”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) received one share of common stock of Holdings (“ Holdings Common Stock ”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor was placed by Holdings into an escrow account and will not be released to the Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $ 12.00 for 20 trading days within any 30 -day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock received one warrant to purchase Holdings Common Stock at an exercise price of $ 11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, was issued to the equity holders of BMS in proportion to their ownership interests in BMS, (v) an additional 1,100,000 shares of Holdings Common Stock was issued to certain equity holders of BMS, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor were forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $ 11.50 per share were issued to the equity holders of BMS in proportion to their ownership interests in BMS. As a result of the Business Combination, BMS became an indirect, wholly-owned subsidiary of Holdings. Additionally, on the Closing Date, Holdings entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $ 9.60 per share, for an aggregate purchase price of $ 14.4 million (the “ Series A PIPE ”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations. Holdings applied to have the Holdings common stock and Holdings warrants listed on the Nasdaq Global Market (the “ Nasdaq ”) under the symbols BCG and BCGWW , respectively. Prior to the mergers, the KWAC Class A Common Stock and KWAC Public Warrants were listed on the OTC Exchange under the symbols “KWAC” and “KWAC.WS,” respectively. On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCGWW”, respectively. 5 . REVENUES FROM CONTRACTS WITH CUSTOMERS Revenues from contracts with customers are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are analyzed to determine whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price. Commissions Commission revenues represent sales commissions generated by advisors for their clients’ purchases and sales of securities on exchanges and over-the-counter, as well as purchases of other investment products. The Company views the selling, distribution and marketing, or any combination thereof, of investment products to such clients as a single performance obligation to the product sponsors. The Company is the principal for commission revenues, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a gross basis. F-15 Table of Contents 5. REVENUES FROM CONTRACTS WITH CUSTOMERS (continued) 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. Sales-based commission revenues vary by investment product and are based on a percentage of an investment product’s current market value at the time of purchase. Trailing commission revenues are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the period during which services, such as ongoing support, are performed. As trailing commission revenues are based on the market value of clients’ investment holdings, the consideration is variable, and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts. The constraint is removed once the value of the clients’ investment holdings can be determined. Advisory Fees Advisory fees represent fees charged to advisors’ clients’ accounts on the Company’s corporate advisory platform. The Company provides ongoing investment advice, brokerage and execution services on transactions, and performs administrative services for these accounts. This series of performance obligations transfers control of the services to the client over time as the services are performed. These revenues are recognized ratably over time to match the continued delivery of the performance obligations to the client over the life of the contract. The advisory revenues generated from the Company’s corporate advisory platform are based on a percentage of the market value of the eligible assets in the clients’ advisory accounts. As such, the consideration for these revenues is variable and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts on client portfolio values. The constraint is removed once the value of the clients’ investments holdings can be determined. The Company provides advisory services to clients on its corporate advisory platform through the advisor. The Company is the principal in these arrangements and recognizes advisory revenues on a gross basis, as the Company is responsible for satisfying the performance obligations and has control over determining the fees. The following table presents total revenues from contracts with customers disaggregated by investment product for the years ended December 31 (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, Revenue From Contracts With Customers ​ 2025 ​ ​ ​ 2024 Variable annuities and other insurance commissions ​ $ 106,839 ​ $ 100,434 Mutual fund commissions ​ 24,038 ​ 21,134 Securities commissions ​ 11,818 ​ 11,788 Alternative investments ​ 10,745 ​ 6,096 Advisory fees ​ 28,601 ​ 24,939 Total Revenue From Contracts With Customers ​ $ 182,041 ​ $ 164,391 ​ ​ F-16 Table of Contents 5. REVENUES FROM CONTRACTS WITH CUSTOMERS (continued) The following tables presents sales-based and trailing revenues disaggregated by product category for the years ended December 31 (in thousands) : ​ ​ ​ ​ ​ ​ ​ Sales-based (Point in time) ​ ​ ​ 2025 ​ ​ ​ 2024 Variable annuities and other insurance commissions ​ $ 44,136 ​ $ 40,852 Mutual fund commissions ​ 4,814 ​ 4,204 Securities commissions ​ 11,818 ​ 11,788 Alternative investments ​ 10,457 ​ 5,983 Total Sales Based Revenues ​ $ 71,225 ​ $ 62,827 ​ ​ ​ ​ ​ ​ ​ ​ ​ Trailing (Over time) ​ ​ ​ 2025 ​ ​ ​ 2024 Variable annuities and other insurance commissions ​ $ 62,704 ​ $ 59,582 Mutual fund commissions ​ 19,224 ​ 16,930 Advisory fees ​ 28,601 ​ 24,939 Alternative investments ​ 287 ​ 113 Total Trailing Revenues ​ 110,816 ​ 101,564 Total Revenue From Contracts With Customers ​ $ 182,041 ​ $ 164,391 ​ Contract Balances The timing of revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. The Company records a contract asset when the Company has recognized revenue prior to payment but the Company’s right to payment is conditional on something other than the passage of time. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenues (a contract liability) until the performance obligations are satisfied. As of December 31, 2025 and 2024, the Company had receivables from contracts with customers, net of an allowance for credit losses, totaling approximately $ 11.1 million and $ 10.1 million, respectively. The opening balance of receivables from contracts with customers was approximately $ 8.9 million as of January 1, 2024. As of December 31, 2025, December 31, 2024, and January 1, 2024, the Company had no liabilities from contracts with customers. Interest and Other Income The Company earns interest income from client margin accounts and cash equivalents. This revenue is not generated from contracts with customers. Additionally, the Company receives marketing fees and sponsorship income. ​ 6 . DUE FROM CLEARING BROKER AND CLEARING DEPOSIT PKSI, CLS and WEG clear customer transactions through a clearing broker and, therefore, they operate pursuant to exemptions contained in Rule 15c3-3 of the Securities and Exchange Act of 1934. As of December 31, 2025 and 2024, clearing deposits, which are included in other assets on the consolidated statements of financial condition and receivables due from clearing brokers were as follows (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Due from ​ ​ ​ ​ ​ ​ ​ ​ Due from ​ ​ Clearing ​ Clearing ​ Clearing ​ Clearing Entity ​ Deposit Broker ​ Deposit Broker PKSI ​ $ 562 ​ $ 424 ​ $ 543 ​ $ 430 CLS ​ 234 ​ ​ 182 ​ 230 ​ 147 WEG ​ 175 ​ ​ 101 ​ 175 ​ 296 Total ​ $ 971 ​ $ 707 ​ $ 948 ​ $ 873 ​ ​ F-17 Table of Contents 7 . FAIR VALUE FASB ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value: ● Level 1 - Inputs use quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access. ● Level 2 - Fair value measurements use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 - Inputs that are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The inputs or methodology used for valuing assets and liabilities are not necessarily an indication of the risk associated with investing in those assets and liabilities. Certain financial instruments are carried at cost on the consolidated statements of financial condition, which approximates fair value due to their short-term, highly liquid nature. 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. 8. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following as of December 31 (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Computer hardware ​ $ 2,714 ​ $ 2,652 Office furniture and equipment ​ 971 ​ 971 Leasehold improvements ​ 41 ​ 41 ​ ​ 3,726 ​ 3,664 ​ ​ ​ ​ ​ ​ ​ Less: accumulated depreciation and amortization ​ ( 3,384 ) ​ ( 3,065 ) Property and equipment, net ​ $ 342 ​ $ 599 ​ 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. ​ F-18 Table of Contents 9. INTANGIBLE ASSETS The components of intangible assets were as follows as of December 31, 2025 (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ Carrying ​ Accumulated ​ Net Carrying ​ ​ Useful Life ​ Amount ​ Amortization ​ Amount Trade name 10 years ​ $ 3,500 ​ $ 2,829 ​ $ 671 ​ The components of intangible assets were as follows as of December 31, 2024 (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ Carrying ​ Accumulated ​ Net Carrying ​ ​ Useful Life ​ Amount ​ Amortization ​ Amount Trade name ​ 10 years ​ $ 3,500 ​ $ 2,479 ​ $ 1,021 ​ 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) : ​ ​ ​ ​ 2026 ​ ​ ​ $ 350 2027 ​ 321 ​ ​ $ 671 ​ ​ 10. DEBT 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; (ii) make to BMS, from time to time, certain non-revolving loans (the “ Non-Revolving Loans ”) in an aggregate principal amount of up to $ 1.0 million (the “ Non-Revolving Loan Commitment ”), to be funded through, but excluding, the Maturity Date (as defined below); 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, 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, 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”). The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) and (y) one percent ( 1.00 %) (the “ Term Loan Interest Rate ”); (ii) as to the Non-Revolving Loans or any reimbursement obligations relating to a Letter of Credit, at an interest rate equal to the Term SOFR plus four percent ( 4.00 %) per annum; 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, 2025 and 2024, the effective interest rate was 7.9 % and 8.3 %, respectively. F-19 Table of Contents 10. 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; (ii) a senior net leverage ratio as of the last day of such Fiscal Quarter for the twelve (12) month period then ended, of (A) for the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including September 30, 2025, not more than 3.00 to 1.00; and (B) for the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter, not more than 2.75 to 1.00; or (iii) an annualized revenue received from custodians of at least $ 18.0 million. The minimum calendar maturities of the Term Loan as of December 31, 2025, are as follows (in thousands) : ​ ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2,030 2027 ​ 3,045 2028 ​ 3,045 2029 ​ 10,149 ​ ​ $ 18,269 ​ ​ 11. PROMISSORY NOTES – AFFILIATES On November 30, 2017, WMS issued subordinated promissory notes in the aggregate principal amount of approximately $ 3.6 million to certain sellers in connection with the acquisition of the PKSH Entities. 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 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. The conditions related to this contingency were met on November 30, 2018, and thus the notes have been issued to the sellers. 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 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. ​ F-20 Table of Contents 12. LEASES The Company has obligations as a lessee for office space with initial noncancelable terms in excess of one year . The Company classifies these leases as operating leases. These leases generally contain renewal options for periods ranging from 2 to 10 years . Because the Company is not reasonably certain to exercise these renewal options , the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments used to determine the lease liability. The Company’s leases do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments plus, for many of the Company’s leases, variable payments. The Company’s office space leases require it to make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. The components of lease cost for the years ended December 31, 2025 and 2024 are as follows (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating lease cost ​ $ 1,097 ​ $ 1,112 Variable lease cost ​ 44 ​ 38 Total lease cost ​ $ 1,141 ​ $ 1,150 ​ 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) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating lease ROU assets ​ $ 3,097 ​ $ 3,730 Operating lease liabilities ​ $ 3,221 ​ $ 3,820 ​ 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) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating leases ​ $ 599 ​ $ 464 ​ ​ Weighted-average remaining lease term as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating leases 4.7 years 5.7 years ​ Weighted-average discount rate as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating leases 5.5 % 5.5 % ​ F-21 Table of Contents 12. LEASES (continued) Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands) : ​ ​ ​ ​ 2026 ​ ​ ​ $ 767 2027 ​ 731 2028 ​ 731 2029 ​ 731 2030 ​ 670 ​ ​ 3,630 Less: Imputed interest ​ 409 Lease liability ​ $ 3,221 ​ 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: ​ ​ ​ ​ ​ 2026 ​ ​ ​ $ 169 2027 ​ 187 2028 ​ 190 2029 ​ 102 Total ​ $ 648 ​ ​ 13. SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK On March 15, 2024 (the “Funding Date”), in connection with the consummation of the Business Combination, Holdings and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “ Holdings Series A Stock ”) in a private placement at $ 9.60 per share, for an aggregate purchase price of $ 14.4 million (the “ Series A PIPE ”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations. Additionally, the Holdings Series A Stock carries a cumulative dividend at a rate of nine percent ( 9 %) per annum, payable and compounded quarterly on the last day of each quarter. 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. 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: ● The greater of $ 12.50 per share of Holdings Series A Stock if such liquidation occurs prior to the first anniversary of the Funding Date; ● $ 13.00 per share of Holdings Series A Stock if such liquidation occurs prior to the second anniversary of the Funding Date; ● $ 15.00 per share of Holdings Series A Stock if such liquidation occurs prior to the third anniversary of the Funding Date; ● $ 16.00 per share of Holdings Series A Stock if such liquidation occurs prior to the fourth anniversary of the Funding Date. ​ F-22 Table of Contents 13. 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; ● $ 13.00 per share of Series A Stock on the second anniversary of the Funding Date; ● $ 15.00 per share of Series A Stock on the third anniversary of the Funding Date; ● $ 16.00 per share of Series A Stock on the fourth anniversary of the Funding Date; If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date. 14. SERIES B CONVERTIBLE PREFERRED STOCK On September 4, 2024, the Company entered into a Subscription Agreement with an investor for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock, par value $ .0001 (the “ Holdings Series B Stock ”) in a private placement at $ 10.00 per share, for an aggregate purchase price of $ 1.5 million. 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”). 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. 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 B Stock at a value of $ 10 per share. 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 . ​ F-23 Table of Contents 15. 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: ​ ​ ​ ​ ​ ​ ​ Number ​ ​ ​ ​ of Shares Outstanding - January 1, 2025 — Granted 872,500 Exercised — Forfeited and Expired — Outstanding - December 31, 2025 872,500 Exercisable 472,222 Exercisable and expected to vest December 31, 2025 472,222 ​ The following table summarizes information about the outstanding options as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable ​ ​ ​ ​ Weighted- ​ Weighted- ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Average ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ Remaining ​ Number of ​ Exercise Exercise Price ​ ​ ​ Shares ​ ​ ​ Price ​ ​ ​ Life (Years) ​ ​ ​ Shares ​ ​ ​ Price $ 2.04 872,500 ​ $ 2.04 2.02 472,222 ​ $ 2.04 ​ ​ F-24 Table of Contents 15. 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 ​ ​ ​ ​ Weighted- ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Number of ​ Grant Date ​ ​ ​ ​ Shares ​ ​ ​ Fair Value ​ ​ ​ Units ​ ​ ​ Fair Value Outstanding - January 1, 2025 — $ — — $ — Granted 112,843 ​ ​ 2.01 500,000 ​ ​ 2.04 Vested 112,843 ​ ​ 2.01 — ​ ​ — Forfeited — ​ ​ ​ — ​ ​ — Outstanding - December 31, 2025 112,843 ​ ​ 2.01 500,000 ​ ​ 2.04 Expected to vest - December 31, 2025 112,843 ​ $ 2.01 — ​ $ — ​ 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. 16. WARRANTS The following table summarizes the warrants outstanding as of December 31, 2025 and 2024: ​ ​ ​ Class of Warrants ​ ​ ​ Number Outstanding Public warrants 15,147,958 ​ Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the warrants at a price of $ 0.01 per share if the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period. The Warrants will expire five years after the Closing Date or earlier upon redemption or liquidation. The Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. 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. ​ F-25 Table of Contents 17. INCOME TAXES The income tax provision (benefit) for the years ended December 31, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Federal: ​ ​ ​ ​ ​ ​ Current ​ $ 1,036 ​ $ 584 Deferred ​ ( 723 ) ​ 623 ​ ​ ​ ​ ​ ​ ​ State and local: ​ ​ ​ ​ Current ​ 174 ​ 224 Deferred ​ ( 184 ) ​ ( 16 ) Income tax provision ​ $ 303 ​ $ 1,415 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ % ​ U.S. federal statutory rate ​ 598 ​ 21.0 % State income taxes, net of federal benefit 1 ( 47 ) ​ ( 1.6 ) % Non-deductible meals and entertainment 43 ​ 1.5 % Gain/(loss) on the fair value of warrants 272 ​ 9.6 % Section 831 (B)(2) election ​ 15 ​ 0.5 % Deferred adjustments ( 84 ) ​ ( 3.0 ) % Change in valuation allowance ​ ( 448 ) ​ ( 15.8 ) % Other adjustments ( 46 ) ​ ( 1.6 ) % ​ ​ ​ ​ ​ ​ Effective rate ​ 303 ​ 10.6 % 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ ​ ​ % ​ U.S. federal statutory rate ( 659 ) 21.0 % State income taxes, net of federal benefit 161 ( 5.1 ) % Non-deductible meals and entertainment 33 ( 1.1 ) % Non-deductible transaction costs 148 ( 4.7 ) % Gain/(loss) on the fair value of warrants ( 129 ) 4.1 % Section 831 (B)(2) election 84 ( 2.7 ) % Deferred adjustments 990 ( 31.5 ) % Change in valuation allowance 3 ( 0.1 ) % Non-taxable pass through entities 569 ( 18.1 ) % Net operating loss true-up 216 ( 6.9 ) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective rate 1,415 ( 45.1 ) % ​ F-26 Table of Contents 17. INCOME TAXES (continued) Deferred Taxes Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates. Temporary differences, and net operating loss carryforwards that give rise to deferred tax assets and liabilities are summarized as follows as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets/(liabilities): ​ ​ ​ ​ ​ ​ Property, and equipment, net ​ $ ( 54 ) ​ $ ( 116 ) Intangibles, net ​ ​ 307 ​ ​ 246 IRC 163(j) interest limitation, carryover ​ 281 ​ 340 Net operating loss ​ 322 ​ 281 Share based compensation ​ ​ 127 ​ ​ — Accrued compensation ​ ​ 353 ​ ​ — Derivatives and hedging activities – other comprehensive income (loss) ​ ​ 39 ​ ​ — Other ​ ( 69 ) ​ 138 Total ​ 1,306 ​ 889 Valuation Allowance ​ — ​ ( 529 ) Net deferred tax asset ​ $ 1,306 ​ $ 360 ​ 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 At December 31, 2025, the Company and its subsidiaries had federal and state net operating loss carry forwards of approximately $ 1.1 million and $ 0.6 million, respectively. At December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $ 1.0 million and $ 1.8 million, respectively. These carry forward losses are available to offset future U.S. federal and state taxable income and are not subject to IRC Section 382 limitations. 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 The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. 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 no valuation allowance is warranted as of December 31, 2025. As of December 31, 2024 the valuation allowance amounted to $ 529 . ​ F-27 Table of Contents 17. INCOME TAXES (continued) Unrecognized Tax Benefits Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and the Company does not anticipate any material changes over the next twelve months. The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and other expense, respectively. There were no amounts accrued for interest or penalties on unrecognized tax benefits for the years ended December 31, 2025 and 2024. 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 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. F-28 Table of Contents 18. 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. 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 For the year ended ​ ​ December 31, 2025 ​ December 31, 2024 Net income (loss) ​ $ 2,308 ​ $ ( 5,292 ) Series A preferred dividends ​ ​ 1,445 ​ ​ 1,094 Series B preferred dividends ​ ​ 106 ​ ​ 31 Net income (loss) available to common shareholders ​ ​ 757 ​ ​ ( 6,417 ) Shares for basic and diluted calculation ​ ​ ​ ​ ​ ​ Average shares used in basic computation ​ ​ 16,657 ​ ​ 16,593 Dilutive effect of unvested stock units ​ ​ 318 ​ ​ — Average shares used in diluted computation ​ ​ 16,975 ​ ​ 16,593 Earnings (loss) per common share ​ ​ ​ ​ ​ ​ Basic ​ $ 0.05 ​ $ ( 0.39 ) Diluted ​ $ 0.04 ​ $ ( 0.39 ) ​ 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 ​ For the year ended ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Warrants ​ ​ ​ 15,148 ​ ​ ​ 15,148 Series A preferred stock ​ 1,626 ​ 1,555 Series B preferred stock ​ 150 ​ 150 Stock options ​ 873 ​ ​ ​ — Unvested restricted stock units ​ 182 ​ — ​ 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. ​ F-29 Table of Contents 19. COMMITMENTS AND CONTINGENCIES Litigation Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. 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. 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. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. The Company is a defendant or respondent in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time. In many lawsuits, arbitrations, and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect management’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter. Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. The Company believes, based upon current information, that the outcome of any such legal proceeding, claim, dispute, or investigation will not have a material effect on the Company’s financial position, results of operations or cash flows. 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. ​ F-30 Table of Contents 19. COMMITMENTS AND CONTINGENCIES (continued) Indemnification The activities of the Company’s customers are transacted on either a cash or margin basis through the facilities of its clearing broker. In margin transactions, the clearing broker extends credit to the customers, subject to various regulatory and margin requirements, collateralized by cash and securities in the customer’s account. In connection with these activities, the clearing broker may also execute and clear customer transactions involving the sale of securities not yet purchased. The clearing broker monitors required margin levels daily and, pursuant to such guidelines, requires the customers to deposit additional collateral, or reduce positions, when necessary. These transactions may expose the Company to significant off-balance sheet risk in the event margin requirements are not sufficient to fully cover losses which the customers may incur. In the event the customers fail to satisfy their obligations to the clearing broker, the Company may be required to compensate the clearing broker for losses incurred on behalf of the customers. The Company, through its clearing broker, seeks to control the risk associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. As of December 31, 2025 and 2024, management of the Company had not been notified by any clearing brokers, nor were they otherwise aware of any potential losses relating to this indemnification. ​ 20. RELATED-PARTY TRANSACTIONS Certain of the Company’s subsidiaries earn revenue from various related parties controlled by individuals that are members or officers of the Company. Summarized activity and balance as of and for the years ended December 31, 2025 and 2024 are as follows (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ Due from/(Due to) Subsidiary ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 CLS ​ $ — ​ $ 1,000 ​ $ — ​ $ ( 0.1 ) Total ​ $ — ​ $ 1,000 ​ $ — ​ $ ( 0.1 ) ​ The revenue amounts and amounts due to and due from are included in commissions on the accompanying consolidated statements of operations and other assets on the consolidated statements of financial condition, respectively. 21. STOCKHOLDERS’ EQUITY The Company is authorized to issue 57,500,000 shares consisting of the following: ● 2,000,000 shares of Series A Preferred Stock, par value $ 0.0001 per share, 1,626,000 shares issued and outstanding as of December 31, 2025; and ● 500,000 shares of Series B Preferred Stock, par value $ 0.0001 per share, 150,000 shares issued and outstanding as of December 31, 2025; and ● 55,000,000 shares of Common Stock, par value $ 0.0001 per share, 16,716,000 shares issued and outstanding as of December 31, 2025. ​ F-31 Table of Contents 22. RETIREMENT PLAN 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. 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. 23. NET CAPITAL REQUIREMENTS The Company operates four registered broker-dealers that are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1). This requires the Company to maintain certain minimum net capital requirements. At December 31, 2025 and 2024, all broker-dealers had net capital in excess of the required minimums. 24. CREDIT RISK AND CONCENTRATIONS Financial instruments that subject the Company to credit risk consist principally of receivables and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its counterparties and, based upon factors surrounding the credit risk of its counterparties, establishes an allowance for credit losses and, consequently, believes that its receivables credit risk exposure beyond such allowances is limited. ​ 25. SEGMENT INFORMATION Effective with the consummation of the Business Combination, the Board confirmed Craig Gould as Chief Executive Officer (“CEO”) and David Shane as Chief Financial Officer (“CFO). The Company has concluded that the its Chief Operating Decision Maker (“CODM”) of the group includes the CEO and CFO of the Company. Management of the Company has determined that it has one reportable segment, given the common nature of the Company’s operations, products and services, and regulatory environment. The Company provides a platform of brokerage and investment advisory services to independent financial advisors and advisors at other financial services companies from which the Company derives its revenues and incurs expenses. See Note 5 – Revenue from Contracts with Customers . The CODM regularly reviews net income/(loss) before the provision or benefit for income taxes as presented in the Company’s consolidated statements of operations for purposes of assessing performance and making decisions regarding the allocation of resources. Expenses regularly reviewed by the CODM include those line items reported on the Company’s consolidated statement of operations, the most significant of which includes commissions and fees, employee compensation and benefits and professional fees. See the consolidated statements of operations and Note 3 – Summary of Significant Accounts Policies for additional information about these lines items and the related accounting policies. ​ 26. SUBSEQUENT EVENTS 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. ​ ​ F-32