What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 159 added, 60 removed, 444 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands except for share and per share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

10 unchanged sentences

Operating lease liabilities

Notes payable, net of unamortized debt issuance costs of $ 702 and $ 739 as of March 31, 2025 and December 31, 2024, respectively

Notes payable, net of unamortized debt issuance costs of $ 665 and $ 739 as of June 30, 2025 and December 31, 2024, respectively

Promissory notes-affiliates

1 unchanged sentence

Mezzanine Equity:

Redeemable Series A Convertible Preferred Stock, par value $ 0.0001 , 2,000,000 shares authorized, 1,572,000 and 1,555,000 shares outstanding at March 31, 2025 and December 31, 2024

Stockholders’ Equity:

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

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

Redeemable Series A Convertible Preferred Stock, par value $ 0.0001 , 2,000,000 shares authorized, 1,590,000 and 1,555,000 shares outstanding at June 30, 2025 and December 31, 2024

Stockholders’ Equity and Members’ Equity:

Series B Convertible Preferred Stock, par value $ 0.0001 , 500,000 shares authorized, 150,000 shares outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in-capital

Accumulated deficit

Accumulated other comprehensive loss

Total Stockholders’ Equity and Mezzanine Equity

4 unchanged sentences

(in thousands, except per share amounts)

Three months ended March 31,

Three Months Ended June 30,

Six months ended June 30,

Revenue from Contracts with Customers:

20 unchanged sentences

BINAH CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Net income (loss)

Other comprehensive income (loss)

Changes in fair value of interest rate swap

Total other comprehensive income (loss)

Comprehensive income (loss)

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

BINAH CAPITAL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

For the Three Months Ended March 31, 2025

Redeemable Series A Convertible

Series B Convertible

For the three and six months ended June 30, 2025

Class A Redeemable Convertible

Class B Convertible

Preferred Stock

1 unchanged sentence

Stockholders’

Additional Paid-in

Comprehensive

Income (Loss)

Balance January 1, 2025

3 unchanged sentences

Balance, March 31, 2025

For the Three Months Ended March 31, 2024

Redeemable Series A Convertible Preferred

Equity Attributed to

Issuance of Class A redeemable convertible preferred stock

Dividends - Class A redeemable convertible preferred stock

Dividends - Class B convertible preferred stock

Share based compensation

Change in value of interest rate swap

Balance, June 30, 2025

For the Three and Six Months Ended June 30, 2024

Redeemable Convertible Preferred Stock

Stockholders’

Equity Attributed to

Legacy Wentworth

Management Services

Additional Paid-in

Additional Paid-

Balance January 1, 2024

2 unchanged sentences

Reverse merger and recapitalization of legacy Wentworth Management Services LLC

Shares issued in connection with PIPE financing

Mezzanine Equity - Shares Issued in connection with PIPE financing

Net loss attributable to Binah Capital Group post transaction

Balance March 31, 2024

Issuance of redeemable convertible preferred stock

Dividends - redeemable convertible preferred stock

Issuance of common stock in connection with exercise of warrants

Balance June 30, 2024

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

2 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash Flows From Operating Activities

5 unchanged sentences

Non-cash lease expense

Capitalized interest - promissory notes-affiliates

Share-based compensation

Changes in operating assets and liabilities:

16 unchanged sentences

Dividends - Series A - redeemable convertible preferred stock

Dividends - Series B Convertible Preferred Stock

Dividends - Series B redeemable convertible preferred stock

Proceeds from exercise of warrants

Distribution of capital

5 unchanged sentences

Supplemental Disclosure of Non-Cash Financing Activities

During the period ended March 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 period ended March 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 period ended March 31, 2025, the Company paid an in-kind dividend to the Series A Redeemable Convertible Preferred Stock holder in the amount of $ 174 .

During the period ended June 30, 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 period ended June 30, 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 six month periods ended June 30, 2025 and June 30, 2024, the Company paid an in-kind dividend to the Series A Redeemable Convertible Preferred Stockholder in the amount of $ 353 and $ 195 , respectively.

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

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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(“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 BMS.

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

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

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.

30 unchanged sentences

The unaudited condensed consolidated interim financial statements do not include all the information and footnotes required by GAAP for complete financial statements.

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the entire year ending December 31, 2025.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the entire year ending December 31, 2025.

The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

13 unchanged sentences

For additional information see Note 4 - 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 10 - Share-Based Compensation for additional information regarding share-based compensation for equity awards granted.

Cash, Cash Equivalents and Restricted Cash

1 unchanged sentence

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

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

As of June 30, 2025 and December 31, 2024, restricted cash amounted to $ 1.0 million.

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

3 unchanged sentences

All receivables are uncollateralized.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments – Credit Losses .

4 unchanged sentences

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 March 31, 2025, and December 31, 2024, and January 1, 2024 in the amount of $ 0.7 million, $ 0.7 million and $ 0.2 million, respectively.

Management believes its risk of loss on currently recorded receivables is minimal and accordingly an allowance for credit losses has been recorded as of June 30, 2025, and December 31, 2024, and January 1, 2024 in the amount of $ 0.7 million, $ 0.7 million and $ 0.2 million, respectively.

Goodwill and Other Intangible Assets

2 unchanged sentences

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 periods ended March 31, 2025 and 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

No impairment of goodwill was recognized for the periods ended June 30, 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 .

2 unchanged sentences

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.

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

There was no impairment of intangible assets recognized for the periods ended June 30, 2025 and 2024.

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

15 unchanged sentences

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

7 unchanged sentences

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income (Loss) Per Share

3 unchanged sentences

Financial Instruments

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

The Company uses derivative instruments to manage its exposures to fluctuations in interest rates.

Specifically, the Company entered into an interest rate swap agreement to convert a portion of its variable-rate debt into a fixed-rate obligation, thereby mitigating the risk of increasing interest payments.

The valuation of this instrument is determined using widely accepted valuation techniques, including discounted cash flow analysis in the expected cash flows of each interest rate swap.

This analysis reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

The fair value estimate is classified as Level 2 (see Note 5 - Fair Value).

The Company accounts for its interest rate swap under the authoritative guidance for derivative instruments and hedging activities.

Although this derivative is an interest rate hedge, the Company does not account for the derivative as a cash-flow hedge instrument.

Therefore, the guidance requires derivatives to be recognized as assets or liabilities measured at fair value.

Changes in fair value of derivatives are recognized in the consolidated statements of comprehensive income in the period of change.

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

5 unchanged sentences

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Contingent Liabilities

6 unchanged sentences

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

Recently Issued or Adopted 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) :

8 unchanged sentences

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

Recently Adopted Accounting Pronouncements

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

4 unchanged sentences

See Note 18 - Segment Information for related disclosures.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law.

The Act makes permanent certain elements of the Tax Cuts and Jobs Acct, including accelerated tax deductions for qualified property and research expenditures, and the business interest expense limitation.

We are currently assessing the Act’s impact on our consolidated financial statements.

MERGER AND RECAPITALIZATION

3 unchanged sentences

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.

MERGER AND RECAPITALIZATION (continued)

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.

12 unchanged sentences

Accordingly, total commission revenues are reported on a gross basis.

REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

The Company generates two types of commission revenues:

14 unchanged sentences

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.

REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

The following table presents total revenue from contracts with customers disaggregated by investment product for the periods ended March 31 (in thousands) :

The following table presents total revenue from contracts with customers disaggregated by investment product for the periods ended June 30 (in thousands) :

Three Months Ended

Six Months Ended

Revenue From Contracts With Customers

Variable annuities and other insurance commissions

4 unchanged sentences

Total Revenue From Contracts With Customers

The following tables presents sales-based and trailing revenues disaggregated by product category for the periods ended March 31 (in thousands) :

The following tables presents sales-based and trailing revenues disaggregated by product category for the periods ended June 30 (in thousands) :

Three Months Ended

Six Months Ended

Sales-based (Point in time)

4 unchanged sentences

Total Sales Based Revenues

REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

Three Months Ended

Six Months Ended

Trailing (Over time)

10 unchanged sentences

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 March 31, 2025, and December 31, 2024, the Company had receivables from contracts with customers totaling approximately $ 10.2 million and $ 10.1 million, respectively.

As of June 30, 2025, and December 31, 2024, the Company had receivables from contracts with customers totaling approximately $ 10.5 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 March 31, 2025, and December 31, 2024, the Company had no liabilities from contracts with customers.

As of June 30, 2025, and December 31, 2024, the Company had no liabilities from contracts with customers.

Interest and Other Income

14 unchanged sentences

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 March 31, 2025 and December 31, 2024, the outstanding balance under the Term Loan was $ 19.1 million and $ 19.6 million, respectively, net of unamortized debt issuance costs.

As of June 30, 2025 and December 31, 2024, the outstanding balance under the Term Loan was $ 18.6 million and $ 19.6 million, respectively, net of unamortized debt issuance costs.

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

As of June 30, 2025 and December 31, 2024, there were no amounts outstanding under the Non-Revolving Loan or Letter of Credit.

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”).

2 unchanged sentences

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 March 31, 2025 and December 31, 2024, the effective interest rate was 8.3 %.

As of June 30, 2025 and December 31, 2024, the effective interest rate was 8.3 %.

During the period ending June 30, 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 June 30, 2025, the interest rate swap had a fair value liability of $ 0.15 million and 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 accumulated other comprehensive income (“AOCI”) and included on the Consolidated Statement of Other Comprehensive Income.

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.

5 unchanged sentences

or (iii) an annualized revenue received from custodians of at least $ 18.0 million.

The minimum calendar maturities of the Term Loan as of March 31, 2025, are as follows (in thousands) :

The minimum calendar maturities of the Term Loan as of June 30, 2025, are as follows (in thousands) :

PROMISSORY NOTES – AFFILIATES

8 unchanged sentences

In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $ 3.8 million and entered into new promissory notes in the principal amount of approximately $ 5.3 million in the aggregate.

The amounts outstanding as of March 31, 2025 and December 31, 2024 are $ 5.3 million and $ 5.4 million, respectively.

The amounts outstanding as of June 30, 2025 and December 31, 2024 are $ 5.3 million and $ 5.4 million, respectively.

The amount outstanding as of December 31, 2024 includes accrued interest which was paid subsequently.

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 expense was approximately $ 0.1 and $ 0.02 for the three months ended March 31, 2025 and 2024, respectively.

Related interest expense was approximately $ 0.3 million and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

3 unchanged sentences

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

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

As of June 30, 2025, the Company accrued 50 % of the dividend to be paid in cash in the approximate amount of $ 0.2 million and paid an in-kind dividend in the approximate 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.

16 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statement of financial condition is an accrued dividend in the amount of $ 0.03 million that was paid subsequent to June 30, 2025 and December 31, 2024.

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

provided that such price shall not greater than $ 20.00 .

The following table summarizes the warrants outstanding as of March 31, 2025:

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 three months ended June 30, 2025:

Outstanding - April 1, 2025

Forfeited and Expired

Outstanding - June 30, 2025

Exercisable and expected to vest June 30, 2025

The following table summarizes information about the outstanding options as of June 30, 2025:

Exercise Price

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 three months ended June 30, 2025:

Restricted Stock Awards

Restricted Stock Units

Outstanding - April 1, 2025

Outstanding - June 30, 2025

Expected to vest - June 30, 2025

SHARE-BASED COMPENSATION (continued)

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 $ 0.3 million of share-based compensation expense related to the vesting of the restricted stock awards and stock options during the three months ended June 30, 2025.

As of June 30, 2025, total unrecognized cost for restricted stock units and stock options was $ 1.0 million and $ 0.3 million, which is expected to be recognized over the remaining period of 2.5 years.

The following table summarizes the warrants outstanding as of June 30, 2025:

Class of Warrants

7 unchanged sentences

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

At March 31, 2025 , the fair value of the warrant liabilities is approximately $ 0.6 million and is included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statements of financial condition.

For the three months ended March 31, 2025 and 2024, included in other expenses on the condensed consolidated statement of operations is unrealized gain on the warrants in the amount of approximately $ 0.3 million and $ 1.1 million, respectively.

At June 30, 2025 , the fair value of the warrant liabilities is approximately $ 0.7 million and is included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statements of financial condition.

For the six months ended June 30, 2025 and 2024, included in other expenses on the condensed consolidated statement of operations is unrealized gain on the warrants in the amount of approximately $ 0.3 million and $ 0.8 million, respectively.

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

4 unchanged sentences

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

The effective tax rate was approximately 23 % and ( 7 )% for the three months ended March 31, 2025 and 2024, respectively.

The effective income tax rate for the periods ended March 31, 2025 and 2024 differed significantly from the statutory rate primarily due to transaction costs that were incurred as a result of the Reverse Recapitalization, warrant revaluations, and other permanent differences.

The effective tax rate was approximately 22 % and ( 15 )% for the six months ended June 30, 2025 and 2024, respectively.

The effective income tax rate for the periods ended June 30, 2025 and 2024 differed significantly from the statutory rate primarily due to transaction costs that were incurred as a result of the Reverse Recapitalization, warrant revaluations, and other permanent differences.

The tax provision is related to the activities of the taxable entities including Binah Capital group, Inc., BMS, PKSH Entities, Cabot Entities and WEG.

3 unchanged sentences

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

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

The computation of income (loss) per share and weighted average of the Company’s common stock outstanding for the three and six months ended June 30, 2025 is as follows (in thousands, except per share amounts) :

ended June 30,

Ended June 30,

Net income (loss)

2 unchanged sentences

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) .

ended June 30,

Ended June 30,

COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

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.

As of June 30, 2025, the Company has accrued $ 0.7 million, which is net of $ 1.0 million of insurance proceeds related to settlements subsequent to period end.

COMMITMENTS AND CONTINGENCIES (continued)

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.

1 unchanged sentence

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.

COMMITMENTS AND CONTINGENCIES (continued)

Indemnification

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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 March 31, 2025, and December 31, 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.

As of June 30, 2025, and December 31, 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.

COMMON STOCK, PREFERRED STOCK AND 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, 1,572,000 shares issued and outstanding as of March 31, 2025;

● 500,000 shares of Series B Preferred Stock, par value $ 0.0001 per share, 150,000 shares issued and outstanding as of March 31, 2025;

● 55,000,000 shares of Common Stock, par value $ 0.0001 per share, 16,602,460 shares issued and outstanding as of March 31, 2025.

● 2,000,000 shares of Series A Preferred Stock, par value $ 0.0001 per share, 1,589,000 shares issued and outstanding as of June 30, 2025;

● 500,000 shares of Series B Preferred Stock, par value $ 0.0001 per share, 150,000 shares issued and outstanding as of June 30, 2025;

● 55,000,000 shares of Common Stock, par value $ 0.0001 per share, 16,602,460 shares issued and outstanding as of June 30, 2025.

NET CAPITAL REQUIREMENTS

1 unchanged sentence

This requires the Company to maintain certain minimum net capital requirements.

As of March 31, 2025 and December 31, 2024, all broker-dealers had net capital in excess of the required minimums.

As of June 30, 2025 and December 31, 2024, all broker-dealers had net capital in excess of the required minimums.

CREDIT RISK AND CONCENTRATIONS

4 unchanged sentences

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.

The Company has concluded that 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.

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements