0001104659-25-111462 | 10-Q | XBRL Viewer

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SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($)		9 Months Ended		12 Months Ended
	Mar. 15, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Dividend paid in kind		$ 536,000	$ 364,000
Series A Redeemable Convertible Preferred Stock
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Dividend rate	9.00%
Percentage of dividend paid in shares	50.00%
Share price	$ 10
Percentage of dividend payable in cash		50.00%		50.00%
Dividend in cash		$ 200,000		$ 200,000
Dividend paid in kind		$ 200,000
Series A Redeemable Convertible Preferred Stock \| If liquidation occurs prior to the first anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	12.5
Series A Redeemable Convertible Preferred Stock \| If liquidation occurs prior to the second anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	13
Series A Redeemable Convertible Preferred Stock \| If liquidation occurs prior to the third anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	15
Series A Redeemable Convertible Preferred Stock \| If liquidation occurs prior to the fourth anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Liquidation preference per share	16
Series A Redeemable Convertible Preferred Stock \| If redeemed on the first anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	11.5
Series A Redeemable Convertible Preferred Stock \| If redeemed on the second anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	13
Series A Redeemable Convertible Preferred Stock \| If redeemed on the third anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	15
Series A Redeemable Convertible Preferred Stock \| If redeemed on the fourth anniversary of the Funding Date
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Redemption price	$ 16
Series A Redeemable Convertible Preferred Stock \| BMS
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Number of shares agreed to sell	1,500,000
Share price	$ 9.6
Aggregate purchase price	$ 14,400,000
Conversion shares	1.5

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2025

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

8.	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 $14,400,000 (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 September 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.

8.	SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (continued)

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.

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

●

$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.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Assets:
Cash, cash equivalents and restricted cash	$ 8,339	$ 8,486
Receivables, net:
Commission receivable	10,239	9,198
Due from clearing broker	900	873
Other	1,207	938
Property and equipment, net	389	599
Right of use assets	3,258	3,730
Intangible assets, net	758	1,021
Goodwill	39,839	39,839
Other assets	2,635	1,993
TOTAL ASSETS	67,564	66,677
Liabilities:
Accounts payable, accrued expenses and other liabilities	10,520	10,208
Commissions payable	12,104	11,468
Operating lease liabilities	3,378	3,820
TOTAL LIABILITIES	49,465	50,499
Stockholders' Equity and Members' Equity:
Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at September 30, 2025 and December 31, 2024	0	0
Additional paid-in-capital	22,383	22,984
Accumulated deficit	(21,113)	(23,253)
Accumulated other comprehensive (loss)	(154)
Total Stockholders' Equity and Mezzanine Equity	18,099	16,178
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	67,564	66,677
Redeemable Series A Convertible Preferred Stock
Mezzanine Equity:
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,608,000 and 1,555,000 shares outstanding at September 30, 2025 and December 31, 2024	15,483	14,947
Series B Convertible Preferred Stock
Stockholders' Equity and Members' Equity:
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at September 30, 2025 and December 31, 2024	1,500	1,500
Non-related party
Liabilities:
Notes payable, net	18,150	19,561
Related party
Liabilities:
Notes payable, net	$ 5,313	$ 5,442

WARRANTS - Warrant outstanding (Details)	Sep. 30, 2025 shares
Warrants
WARRANTS
Warrants outstanding	15,147,958

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Unamortized debt issuance costs	$ 627	$ 739
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	55,000,000	55,000,000
Common stock shares issued	16,602,460	16,602,460
Common stock shares outstanding	16,602,460	16,602,460
Series A Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock shares authorized	2,000,000	2,000,000
Redeemable convertible preferred stock shares outstanding	1,608,000	1,555,000
Series B Convertible Preferred Stock
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	500,000	500,000
Preferred Stock shares outstanding	150,000	150,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,760	$ (654)	$ 1,033	$ (1,150)	$ (736)	$ (2,311)	$ 2,141	$ (4,197)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)	9 Months Ended
	Sep. 30, 2025 segment
ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Number of reportable segments	1

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Details) - $ / shares	Sep. 30, 2025	Dec. 31, 2024	Sep. 04, 2024
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Number of shares authorized	57,500,000
Common stock shares authorized	55,000,000	55,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares issued	16,602,460	16,602,460
Common stock shares outstanding	16,602,460	16,602,460
Series A Redeemable Convertible Preferred Stock
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Redeemable convertible preferred stock shares authorized	2,000,000	2,000,000
Redeemable convertible preferred stock par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock shares issued	1,608,000
Redeemable convertible preferred stock shares outstanding	1,608,000	1,555,000
Series B Convertible Preferred Stock
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Shares of Preferred Stock authorized	500,000	500,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	150,000
Preferred stock, shares outstanding	150,000	150,000

DEBT (Details) $ in Millions		3 Months Ended	9 Months Ended
DEBT (Details) $ in Millions	Dec. 23, 2024 USD ($)	Mar. 31, 2025	Sep. 30, 2025 USD ($)	Apr. 10, 2025 USD ($)	Dec. 31, 2024 USD ($)
DEBT
variable interest rate	4.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:SecuredOvernightFinancingRateSofrMember
Interest Rate Swap \| Cash Flow Hedging
DEBT
Outstanding balance, net of unamortized debt issuance costs				$ 10.0
Derivative notional amount				$ 10.0
Derivative fixed interest rate				3.98%
Derivative additional interest rate				4.00%
Derivative variable interest rate				4.00%
Interest rate derivative liabilities			$ 0.2
Credit Agreement \| Maximum
DEBT
Debt covenant, fixed charge coverage ratio		1.2
Credit Agreement \| Minimum
DEBT
Debt covenant, annual revenue received from custodians			$ 18.0
Credit Agreement \| Minimum \| For the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including September 30, 2025
DEBT
Debt covenant, senior net leverage ratio		3
Credit Agreement \| Minimum \| For the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter
DEBT
Debt covenant, senior net leverage ratio			2.75
Term Loan
DEBT
Debt face amount	$ 20.3
Outstanding balance, net of unamortized debt issuance costs			$ 18.2		$ 19.6
Interest rate	1.00%
Effective interest rate			8.20%		8.30%
Non-Revolving Loan Commitment
DEBT
Debt face amount	$ 1.0
Outstanding amount			$ 0.0		$ 0.0
Letter of Credit
DEBT
Outstanding amount			$ 0.0		$ 0.0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of the condensed 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 condensed 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 impairments of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.

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 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

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 September 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. 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 brokers, clients, financial institutions and others. Receivables consists of unconditional amounts due and are reported at amortized costs. All receivables are uncollateralized.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 September 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

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 periods ended September 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. 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.

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

Income Taxes

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 FASB ASC 740, Income Taxes (“ASC 740”), which established financial accounting and reporting standards for the effects of income taxes. The likelihood that deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the condensed consolidated statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s 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 derecognition, 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.

2.	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. Therefore, these condensed consolidated financial statements include an income tax provision for the taxable entities only. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards.

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

The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the 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.

Net Income (Loss) Per Share

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

Financial Instruments

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 condensed consolidated statements of comprehensive income (loss) in the period of change. The Company does not hold or issue financial instruments for speculative or trading purposes.

As a result of the Reverse Recapitalization, the Company had 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 a 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.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 14 - Commitments and Contingencies for additional information.

Emerging Growth Company Status

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

Recently Issued 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): 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.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption during the year ending 2024 did not have an impact on the Company’s financial condition or results of operations. 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.

SHARE-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2025

SHARE-BASED COMPENSATION

Summary of company's stock option activity and outstanding options

The following table summarizes the Company’s stock option activity as of and for the nine months ended September 30, 2025:


		Number
		of Shares
Outstanding - January 1, 2025		—
Granted		872,500
Exercised		—
Forfeited and Expired		—
Outstanding - September 30, 2025		872,500
Exercisable		425,000
Exercisable and expected to vest September 30, 2025		425,000

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

Outstanding

Exercisable

Weighted-

Average

Number of

Exercise

Remaining

Number of

Exercise

Exercise Price

Shares

Price

Life (Years)

Shares

Price

$2.04

872,500

2.04

425,000

2.04

Summary of restricted stock and stock units


	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	107,893	$	2.04	500,000	$	2.04
Vested	107,893	$	2.04	—	$	—
Forfeited	—			—	$	—
Outstanding - September 30, 2025	107,893	$	2.04	500,000	$	2.04
Expected to vest - September 30, 2025	107,893	$	2.04	—	$	—

WARRANTS

9 Months Ended

Sep. 30, 2025

WARRANTS

WARRANTS

11.

WARRANTS

The following table summarizes the warrants outstanding as of September 30, 2025 and December 31, 2024:


Class of Warrants		Number Outstanding
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 September 30, 2025 and December 31, 2024, the fair value of the warrant liabilities is approximately $0.6 million and $1.0 million, respectively and is included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statements of financial condition. For the nine months ended September 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 $0.4 million and $1.1 million, respectively.

SERIES B CONVERTIBLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2025

SERIES B CONVERTIBLE PREFERRED STOCK

SERIES B CONVERTIBLE PREFERRED STOCK

9.	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 September 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 September 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.

NET INCOME (LOSS) PER SHARE - Computation of loss per share and weighted average of the company's common stock outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2025	Jun. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024
NET INCOME (LOSS) PER SHARE
Net Income (Loss)	$ 1,760	$ (654)	$ 1,033	$ (1,150)	$ (736)	$ (2,311)	$ 2,141	$ (4,197)
Net income (loss) available to common shareholders	$ 1,368			$ (1,488)			$ 986	$ (4,925)
Shares for basic and diluted calculation
Average shares used in basic computation	16,709			16,602			16,638	16,588
Dilutive effect of unvested stock units	11						283
Average shares used in diluted computation	16,720			16,602			16,921	16,588
Earnings (loss) per common share
Earnings (loss) per common share - Basic (in dollars per share)	$ 0.08			$ (0.09)			$ 0.06	$ (0.3)
Earnings (loss) per common share - Diluted (in dollars per share)	$ 0.08			$ (0.09)			$ 0.06	$ (0.3)
Series A Preferred Stock
NET INCOME (LOSS) PER SHARE
Preferred stock dividends and other adjustments	$ 366			$ 338			$ 1,075	$ 728
Series B Preferred Stock
NET INCOME (LOSS) PER SHARE
Preferred stock dividends and other adjustments	$ 26						$ 80

SHARE-BASED COMPENSATION - Restricted Stock and Stock Units (Details) - 2024 equity incentive plan	6 Months Ended
	Sep. 30, 2025 $ / shares shares
Restricted Stock
Number of Shares
Granted \| shares	107,893
Vested \| shares	107,893
Ending balance (in shares) \| shares	107,893
Expected to vest \| shares	107,893
Weighted - Average Grant Date Fair Value
Granted (in dollars per shares) \| $ / shares	$ 2.04
Vested (in dollars per shares) \| $ / shares	2.04
Ending balance (in dollars per shares) \| $ / shares	2.04
Expected to vest (in dollars per shares) \| $ / shares	$ 2.04
Restricted Stock Units
Number of Shares
Granted \| shares	500,000
Ending balance (in shares) \| shares	500,000
Weighted - Average Grant Date Fair Value
Granted (in dollars per shares) \| $ / shares	$ 2.04
Ending balance (in dollars per shares) \| $ / shares	$ 2.04

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Sep. 30, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Restricted Cash	$ 1.0	$ 1.0

DEBT - Maturities of the notes (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Maturities of the notes
2025	$ 507
2026	2,030
2027	3,045
2028	3,045
2029	10,150
Total	$ 18,777

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details)	9 Months Ended
	Sep. 30, 2025
Stock Options and Restricted Stock Units
Share-Based Compensation
Award vesting period	3 years
Restricted Stock
Share-Based Compensation
Award vesting period	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables)

9 Months Ended

Sep. 30, 2025

REVENUES FROM CONTRACTS WITH CUSTOMERS

Schedule of revenues from contracts with customers disaggregated by product category and timing of transfer

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Revenue From Contracts With Customers	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	27,532	$	24,873	$	78,185	$	74,943
Mutual fund commissions		5,896		5,129		17,431		15,037
Securities commissions		2,981		3,201		8,997		8,791
Alternative investments		961		1,577		7,893		4,065
Advisory fees		7,407		6,247		20,948		18,250
Total Revenue From Contracts With Customers	$	44,777	$	41,027	$	133,454	$	121,086

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Sales-based (Point in time)	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	11,208	$	10,796	$	31,643	$	31,826
Mutual fund commissions		1,202		946		3,267		3,471
Securities commissions		2,981		3,201		8,997		8,791
Alternative investments		955		1,498		7,717		3,970
Total Sales Based Revenues	$	16,346	$	16,441	$	51,624	$	48,058


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Trailing (Over time)	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	16,324	$	14,077	$	46,542	$	43,117
Mutual fund commissions		4,694		4,183		14,164		11,566
Advisory fees		7,407		6,247		20,948		18,250
Alternative investments		6		80		176		95
Total Trailing Revenues		28,431		24,587		81,830		73,028
Total Revenue From Contracts With Customers	$	44,777	$	41,027	$	133,454	$	121,086

WARRANTS (Details) $ / shares in Units, $ in Millions	9 Months Ended
WARRANTS (Details) $ / shares in Units, $ in Millions	Sep. 30, 2025 USD ($) D $ / shares shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)
WARRANTS
Number of warrants for each share \| shares	1
Warrant exercise price	$ 11.5
Number of fractional warrants that will be issued upon separation of the units \| shares	0
Warrants price	$ 0.01
Stock price trigger	$ 18
Trading days for redemption of warrant \| D	20
Consecutive trading days for redemption of warrant \| D	30
Warrants expiration term	5 years
Derivative Liability \| $	$ 0.6		$ 1.0
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Liabilities		Accounts Payable and Accrued Liabilities
Unrealized gain on the warrants \| $	$ 0.4	$ 1.1

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Equity Attributed to Legacy Wentworth Management Services LLC	Common Stock	Additional Paid-in Capital Redeemable Series A Convertible Preferred Stock	Additional Paid-in Capital Series B Convertible Preferred Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Preferred units Redeemable Series A Convertible Preferred Stock	Preferred units Series B Convertible Preferred Stock	Redeemable Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Total
Beginning balance at Dec. 31, 2023	$ 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)				$ 23,693	$ (17,961)						(16)
Reverse merger and recapitalization of legacy Wentworth Management Services LLC (in shares)		16,566,000
Mezzanine Equity - Shares Issued in connection with PIPE financing								$ 14,400				14,400
Mezzanine Equity - Shares Issued in connection with PIPE financing (in shares)								1,500,000
Net Income (Loss)						(2,311)						(2,311)
Preferred stock, ending balance at Mar. 31, 2024								$ 14,400
Preferred stock ending balance (in shares) at Mar. 31, 2024								1,500,000
Ending balance at Mar. 31, 2024					23,693	(20,272)						17,821
Ending balance (in shares) at Mar. 31, 2024		16,566,000
Beginning balance at Dec. 31, 2023	$ 5,103											5,103
Net income prior to transaction												730
Net Income (Loss)												(4,197)
Preferred stock, ending balance at Sep. 30, 2024								$ 14,764
Preferred stock ending balance (in shares) at Sep. 30, 2024								1,537,000	150,000
Ending balance at Sep. 30, 2024					23,381	(22,158)			$ 1,500			17,487
Ending balance (in shares) at Sep. 30, 2024		16,603,000
Preferred stock, beginning balance at Mar. 31, 2024								$ 14,400
Preferred stock, beginning balance (in shares) at Mar. 31, 2024								1,500,000
Beginning balance at Mar. 31, 2024					23,693	(20,272)						17,821
Beginning balance (in shares) at Mar. 31, 2024		16,566,000
Shares issuance								$ 195				195
Shares issuance (in shares)								20,000
Dividends - Preferred stock					(390)							(390)
Issuance of common stock in connection with exercise of warrants					416							416
Issuance of common stock in connection with exercise of warrants (in shares)		37,000
Net Income (Loss)						(736)						(736)
Preferred stock, ending balance at Jun. 30, 2024								$ 14,595
Preferred stock ending balance (in shares) at Jun. 30, 2024								1,520,000
Ending balance at Jun. 30, 2024					23,719	(21,008)						17,306
Ending balance (in shares) at Jun. 30, 2024		16,603,000
Shares issuance								$ 169				169
Shares issuance (in shares)								17,000
Dividends - Preferred stock			$ (338)							$ (338)
Issuance of Class B convertible preferred stock									$ 1,500			1,500
Issuance of Class B convertible preferred stock (in shares)									150,000
Net Income (Loss)						(1,150)						(1,150)
Preferred stock, ending balance at Sep. 30, 2024								$ 14,764
Preferred stock ending balance (in shares) at Sep. 30, 2024								1,537,000	150,000
Ending balance at Sep. 30, 2024					23,381	(22,158)			$ 1,500			17,487
Ending balance (in shares) at Sep. 30, 2024		16,603,000
Preferred stock, beginning balance at Dec. 31, 2024								$ 14,947	$ 1,500	$ 14,947
Preferred stock, beginning balance (in shares) at Dec. 31, 2024								1,555,000	150,000	1,555,000
Beginning balance at Dec. 31, 2024					22,984	(23,253)						16,178
Beginning balance (in shares) at Dec. 31, 2024		16,603,000
Shares issuance								$ 174				174
Shares issuance (in shares)								17,000
Dividends - Preferred stock			(351)	$ (27)						$ (351)	$ (27)
Net Income (Loss)						1,033						1,033
Preferred stock, ending balance at Mar. 31, 2025								$ 15,121	$ 1,500
Preferred stock ending balance (in shares) at Mar. 31, 2025								1,572,000	150,000
Ending balance at Mar. 31, 2025					22,606	(22,220)						17,007
Ending balance (in shares) at Mar. 31, 2025		16,603,000
Preferred stock, beginning balance at Dec. 31, 2024								$ 14,947	$ 1,500	$ 14,947
Preferred stock, beginning balance (in shares) at Dec. 31, 2024								1,555,000	150,000	1,555,000
Beginning balance at Dec. 31, 2024					22,984	(23,253)						16,178
Beginning balance (in shares) at Dec. 31, 2024		16,603,000
Net Income (Loss)												2,141
Preferred stock, ending balance at Sep. 30, 2025								$ 15,483	$ 1,500	$ 15,483
Preferred stock ending balance (in shares) at Sep. 30, 2025								1,608,000	150,000	1,608,000
Ending balance at Sep. 30, 2025					22,383	(21,113)	$ (154)					18,099
Ending balance (in shares) at Sep. 30, 2025		16,711,000
Preferred stock, beginning balance at Mar. 31, 2025								$ 15,121	$ 1,500
Preferred stock, beginning balance (in shares) at Mar. 31, 2025								1,572,000	150,000
Beginning balance at Mar. 31, 2025					22,606	(22,220)						17,007
Beginning balance (in shares) at Mar. 31, 2025		16,603,000
Shares issuance								$ 179				179
Shares issuance (in shares)								18,000
Dividends - Preferred stock			(358)	(27)						$ (358)	(27)
Share based compensation					392							392
Share based compensation (in shares)		108,000
Change in value of cash flow hedge							(152)					(152)
Net Income (Loss)						(654)						(654)
Preferred stock, ending balance at Jun. 30, 2025								$ 15,300	$ 1,500
Preferred stock ending balance (in shares) at Jun. 30, 2025								1,590,000	150,000
Ending balance at Jun. 30, 2025					22,613	(22,874)	(152)					16,387
Ending balance (in shares) at Jun. 30, 2025		16,711,000
Shares issuance								$ 183				183
Shares issuance (in shares)								18,000
Dividends - Preferred stock			$ (366)	$ (26)						(366)	$ (26)
Share based compensation					162							162
Change in value of cash flow hedge							(2)					(2)
Net Income (Loss)						1,760						1,760
Preferred stock, ending balance at Sep. 30, 2025								$ 15,483	$ 1,500	$ 15,483
Preferred stock ending balance (in shares) at Sep. 30, 2025								1,608,000	150,000	1,608,000
Ending balance at Sep. 30, 2025					$ 22,383	$ (21,113)	$ (154)					$ 18,099
Ending balance (in shares) at Sep. 30, 2025		16,711,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Promissory notes-affiliates	$ 3,800
Issued stock obligations	4,300
Dividend paid in kind	$ 364

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2025

WARRANTS

Summary of warrants outstanding

The following table summarizes the warrants outstanding as of September 30, 2025 and December 31, 2024:


Class of Warrants		Number Outstanding
Warrants		15,147,958

NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2025

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE

13.	NET INCOME (LOSS) PER SHARE

The Series A and Series B Preferred Stock do 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 income (loss) per share and weighted average of the Company’s common stock outstanding for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):


	Three months ended		Three months ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024
Net income (loss)	$	1,760	$	(1,150)	$	2,141	$	(4,197)
Series A preferred dividends		366		338		1,075		728
Series B preferred dividends		26		—		80		—
Net income (loss) available to common shareholders		1,368		(1,488)		986		(4,925)
Shares for basic and diluted calculation
Average shares used in basic computation		16,709		16,602		16,638		16,588
Dilutive effect of unvested stock units		11		—		283		—
Average shares used in diluted computation		16,720		16,602		16,921		16,588
Earnings (loss) per common share
Basic	$	0.08	$	(0.09)	$	0.06	$	(0.30)
Diluted	$	0.08	$	(0.09)	$	0.06	$	(0.30)

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).


	Three months ended	Three months ended	Nine Months Ended	Nine Months
	September 30,	September 30,	September 30,	September 30,
	2025	2024	2025	2024
Warrants	15,148	15,148	15,148	15,148
Series A preferred stock	1,608	1,608	1,536	1,536
Series B preferred stock	150	150	150	150
Stock options	873	873	—	—
Unvested restricted stock units	489	217	—	—

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.

SEGMENT INFORMATION (Details)	9 Months Ended
SEGMENT INFORMATION (Details)	Sep. 30, 2025 segment
SEGMENT INFORMATION
Number of reportable segments	1

PROMISSORY NOTES - AFFILIATES

9 Months Ended

Sep. 30, 2025

PROMISSORY NOTES - AFFILIATES

PROMISSORY NOTES - AFFILIATES

7.	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 paid.

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 had 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 paid.

In connection with the closing of the Business Combination, the Company paid approximately $3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The amounts outstanding as of September 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 $0.4 million and $0.3 million for the nine months ended September 30, 2025 and 2024, respectively.

CREDIT RISK AND CONCENTRATIONS

9 Months Ended

Sep. 30, 2025

CREDIT RISK AND CONCENTRATIONS

CREDIT RISK AND CONCENTRATIONS

17.	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 uncollectible accounts and, consequently, believes that its receivables credit risk exposure beyond such allowances is limited.

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

+ References

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+ Details

REVENUES FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Jan. 01, 2024
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 44,777	$ 41,027	$ 133,454	$ 121,086
Receivables from contracts with customers	11,100		11,100		$ 10,100	$ 8,900
Liabilities from contracts with customers	0		0		$ 0
Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	16,346	16,441	51,624	48,058
Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	28,431	24,587	81,830	73,028
Variable annuities and other insurance commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	27,532	24,873	78,185	74,943
Variable annuities and other insurance commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	11,208	10,796	31,643	31,826
Variable annuities and other insurance commissions \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	16,324	14,077	46,542	43,117
Mutual fund commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	5,896	5,129	17,431	15,037
Mutual fund commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	1,202	946	3,267	3,471
Mutual fund commissions \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	4,694	4,183	14,164	11,566
Securities commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	2,981	3,201	8,997	8,791
Securities commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	2,981	3,201	8,997	8,791
Alternative investments
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	961	1,577	7,893	4,065
Alternative investments \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	955	1,498	7,717	3,970
Alternative investments \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	6	80	176	95
Advisory fees
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	7,407	6,247	20,948	18,250
Advisory fees \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 7,407	$ 6,247	$ 20,948	$ 18,250

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

18.	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 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 4 – 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 condensed 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 condensed consolidated statement of operations, the most significant of which includes commissions and fees, employee compensation and benefits and professional fees. See the condensed consolidated statements of operations and Note 2 – Summary of Significant Accounts Policies for additional information about these lines items and the related accounting policies.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

SERIES B CONVERTIBLE PREFERRED STOCK (Details) - Series B Convertible Preferred Stock $ / shares in Units, $ in Thousands	Sep. 04, 2024 USD ($) D $ / shares shares	Sep. 30, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares
SERIES B CONVERTIBLE PREFERRED STOCK
Number of shares issued (in shares) \| shares	150,000
Preferred stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Issue price per share (in $ per share)	$ 10
Aggregate purchase price \| $	$ 1,500
Preferred Stock Conversion, Multiplier for denominator	0.80
Preferred Stock Conversion, Trading days \| D	20
Preferred Stock Conversion, Consecutive trading period \| D	30
Preferred Stock Conversion, Minimum volume weighted average price (in $ per share)	$ 6
Dividend rate (in %)	7.00%
Preferred Stock Conversion, Maximum percentage of dividend payable in shares	50.00%
Share price (in $ per share)	$ 10
Dividends payable \| $		$ 30	$ 30
Preferred Stock Redemption, Multiplier for denominator	1.2
Preferred Stock Redemption, Trading days \| D	20
Preferred Stock Redemption, Consecutive trading period \| D	30
Preferred Stock Redemption, Maximum volume weighted average price (in $ per share)	$ 20
Minimum
SERIES B CONVERTIBLE PREFERRED STOCK
Redemption price (in $ per share)	$ 12

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of the condensed 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 condensed 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 impairments of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.
Revenue Recognition	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 4 - Revenues From Contracts with Customers.
Share-Based Compensation	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	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 September 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. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash.
Receivables	Receivables Receivables represent amounts due to the Company from its clearing brokers, clients, financial institutions and others. Receivables consists of unconditional amounts due and are reported at amortized costs. All receivables are uncollateralized.
Financial Instruments - Credit Losses.	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 September 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	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 periods ended September 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. 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. There was no impairment of intangible assets recognized for the periods ended September 30, 2025 and 2024.
Income Taxes	Income Taxes 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 FASB ASC 740, Income Taxes (“ASC 740”), which established financial accounting and reporting standards for the effects of income taxes. The likelihood that deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the condensed consolidated statements of operations. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s 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 derecognition, 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. 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. Therefore, these condensed consolidated financial statements include an income tax provision for the taxable entities only. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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. The Company accounts for taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, the Company must recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the 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.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic earnings per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. 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.
Financial Instruments	Financial Instruments 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 condensed consolidated statements of comprehensive income (loss) in the period of change. The Company does not hold or issue financial instruments for speculative or trading purposes. As a result of the Reverse Recapitalization, the Company had 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 a 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	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 14 - Commitments and Contingencies for additional information.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, and it thus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
Recently Issued or Adopted 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): 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. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, like the Company, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the consolidated financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption during the year ending 2024 did not have an impact on the Company’s financial condition or results of operations. 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.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

14.	COMMITMENTS AND CONTINGENCIES

Litigation

Certain conditions may exist as of the date the condensed 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 condensed 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.

14.	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. 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.

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.

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 September 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.

INCOME TAXES (Details)	9 Months Ended
INCOME TAXES (Details)	Sep. 30, 2025	Sep. 30, 2024
INCOME TAXES
Effective tax rate	22.00%	26.00%

MERGER AND RECAPITALIZATION

9 Months Ended

Sep. 30, 2025

MERGER AND RECAPITALIZATION

MERGER AND RECAPITALIZATION

3.	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 Wentworth in proportion to their ownership interests in Wentworth, (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.

NET CAPITAL REQUIREMENTS (Details)	Sep. 30, 2025 item
NET CAPITAL REQUIREMENTS
Number of registered broker dealers	4

NET CAPITAL REQUIREMENTS

9 Months Ended

Sep. 30, 2025

NET CAPITAL REQUIREMENTS

NET CAPITAL REQUIREMENTS

16.

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

- Definition

The entire disclosure for regulatory capital requirement for depository and lending institutions. Institutions include, but not are not limited to, finance company, insured depository institution, bank holding company, savings and loan association holding company, bank and savings institution not federally insured, mortgage company, foreign financial institution and credit union.

+ References + Details

MERGER AND RECAPITALIZATION (Details)	Mar. 15, 2024 USD ($) item $ / shares shares	Sep. 30, 2025 $ / shares shares
MERGER AND RECAPITALIZATION
Number of warrants for each share		1
Warrant exercise price \| $ / shares		$ 11.5
KWAC
MERGER AND RECAPITALIZATION
Number of shares issued for each share in exchange \| item	1
Number of shares held in escrow account	1,100,000
Minimum volume-weighted average price \| $ / shares	$ 12
Threshold number of trading days for volume-weighted average price	20 days
Trading period for volume-weighted average price	30 days
Period from the consummation of business combination for trading period	4 years
Number of warrants for each share	1
Warrant exercise price \| $ / shares	$ 11.5
Number of shares issued	12,000,000
Number of additional shares issued	1,100,000
Number of private placement warrants held by sponsor forfeited	3,084,450
Number of warrants issued	3,084,450
BMS \| Series A Redeemable Convertible Preferred Stock
MERGER AND RECAPITALIZATION
Number of shares agreed to sell	1,500,000
Share price \| $ / shares	$ 9.6
Aggregate purchase price \| $	$ 14,400,000
Conversion shares	1.5

FAIR VALUE

9 Months Ended

Sep. 30, 2025

FAIR VALUE

FAIR VALUE

5.	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 statement 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Goodwill and Other Intangible Assets
Goodwill impairment	$ 0	$ 0
Impairment of finite-lived intangible assets	$ 0	$ 0
Minimum
Goodwill and Other Intangible Assets
Estimated Useful Life	5 years
Maximum
Goodwill and Other Intangible Assets
Estimated Useful Life	10 years

- Definition

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+ Details

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

SHARE-BASED COMPENSATION - Stock options (Details) - 2024 equity incentive plan - Employee Stock Option	3 Months Ended	9 Months Ended
	Sep. 30, 2025 $ / shares shares	Sep. 30, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Granted	872,500	872,500
Ending balance (in shares)	872,500	872,500
Exercisable	425,000	425,000
Exercisable and expected to vest	425,000	425,000
Outstanding Weighted - Average Exercise Price \| $ / shares	$ 2.04	$ 2.04
Weighted - Average Remaining Life (Years)	10 years
Exercisable Weighted - Average Exercise Price \| $ / shares	$ 2.04	$ 2.04

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments - Credit Losses (Details) - USD ($) $ in Millions	Sep. 30, 2025	Dec. 31, 2024	Jan. 01, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for credit losses	$ 0.7	$ 0.7	$ 0.2

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

PROMISSORY NOTES - AFFILIATES (Details) - USD ($) $ in Thousands			9 Months Ended
	Dec. 23, 2024	Mar. 15, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Nov. 30, 2018	Nov. 30, 2017
PROMISSORY NOTES - AFFILIATES
variable interest rate	4.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	us-gaap:SecuredOvernightFinancingRateSofrMember
Related party
PROMISSORY NOTES - AFFILIATES
Outstanding amount			$ 5,313		$ 5,442
Affiliates
PROMISSORY NOTES - AFFILIATES
Interest rate						10.00%
Contingent consideration						$ 5,000
Repayment of promissory notes		$ 3,400
Affiliates \| Subordinated promissory notes
PROMISSORY NOTES - AFFILIATES
Debt face amount							$ 3,600
Interest rate							10.00%
Debt forgiveness		3,800
Affiliates \| Promissory note
PROMISSORY NOTES - AFFILIATES
Debt face amount		$ 5,300
Outstanding amount			5,300		$ 5,400
variable interest rate		1.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		us-gaap:PrimeRateMember
Interest expense			$ 400	$ 300
Affiliates \| Promissory note \| Minimum
PROMISSORY NOTES - AFFILIATES
Effective interest rate		7.50%

NET INCOME (LOSS) PER SHARE - Securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Warrants
NET INCOME (LOSS) PER SHARE
Antidilutive securities	15,148	15,148	15,148	15,148
Series A Preferred Stock
NET INCOME (LOSS) PER SHARE
Antidilutive securities	1,608	1,608	1,536	1,536
Series B Preferred Stock
NET INCOME (LOSS) PER SHARE
Antidilutive securities	150	150	150	150
Employee Stock Option
NET INCOME (LOSS) PER SHARE
Antidilutive securities	873	873
Unvested restricted stock units
NET INCOME (LOSS) PER SHARE
Antidilutive securities	489	217

SHARE-BASED COMPENSATION - Narratives (Details) - 2024 equity incentive plan $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2025 USD ($) shares	Sep. 30, 2025 USD ($) shares
Share-Based Compensation
Base reserve \| shares	1,600,000	1,600,000
Share based compensation expense for restricted stock awards and stock options	$ 0.2	$ 0.5
Recognition period		2 years 3 months
Restricted Stock Units
Share-Based Compensation
Unrecognized cost	$ 1.2	$ 1.2
Maximum
Share-Based Compensation
Percentage of annual increase		10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INCOME TAXES

9 Months Ended

Sep. 30, 2025

INCOME TAXES

INCOME TAXES

12.

INCOME TAXES

Prior to the closing the Business Combination, BMS was classified as a partnership for income tax purposes and is therefore not subject to federal, and certain state, and local income taxes. Subsequent to the closing of the Business Combination, BMS elected to be taxed as a corporation and therefore subject to federal, state and local income taxes. Binah Capital Group, Inc. and Binah Capital Corp are also corporations and subject to federal, state and local income taxes. PKSH elected to be taxed as a corporation. The PKSH Entities and WEG are taxable entities and are subject to federal, state, and local income taxes.

The effective tax rate was approximately 22% and (26)% for the nine months ended September 30, 2025 and 2024, respectively. The effective income tax rate for the periods ended September 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ 1,760	$ (1,150)	$ 2,141	$ (4,197)
Other comprehensive (loss)
Changes in fair value of interest rate swap	(2)		(154)
Total other comprehensive (loss)	(2)		(154)
Comprehensive income (loss)	$ 1,758	$ (1,150)	$ 1,987	$ (4,197)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

DEBT (Tables)

9 Months Ended

Sep. 30, 2025

DEBT

Summary of minimum calendar maturities of the Term Loan

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


2025	$	507
2026		2,030
2027		3,045
2028		3,045
2029		10,150
	$	18,777

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash Flows From Operating Activities
Net income (loss)	$ 2,141	$ (3,467)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	528	754
Deferred income taxes	(156)
Amortization of debt issuance costs	112	77
Non-cash lease expense	472	449
Share-based compensation	555
Changes in operating assets and liabilities:
Due from clearing broker	(27)	(310)
Commissions receivable	(1,041)	(1,432)
Other receivables	(269)	246
Other assets	(487)	368
Accounts payable and accrued expenses	25	1,160
Commissions payable	636	140
Operating lease liabilities	(442)	(418)
Net Cash Provided By (Used In) Operating Activities	2,048	(2,433)
Cash Flows From Investing Activities
Purchases of property and equipment	(55)	(18)
Net Cash Used In Investing Activities	(55)	(18)
Cash Flows From Financing Activities
Repayment - notes payable	(1,523)	(1,757)
Repayment of promissory notes-affiliates		(3,445)
Repayment of borrowings from members		(903)
Net payment for reverse merger and recapitalization		(7,679)
Proceeds from Series A redeemable convertible preferred stock issuance		14,400
Proceeds from Series B convertible stock issurance		1,500
Dividend Series A - redeemable convertible preferred stock	(537)	(364)
Dividend Series B - redeemable convertible preferred stock	(80)
Proceeds from exercise of warrants		416
Distribution of capital		(85)
Net Cash (Used In) Provided By Financing Activities	(2,140)	2,083
Net Change in Cash, Cash Equivalents and Restricted Cash	(147)	(368)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	8,486	7,621
Cash, Cash Equivalents and Restricted Cash - End of Period	8,339	7,253
Cash Paid During the Period for:
Interest	$ 1,611	$ 2,632

SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2025

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

10.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 nine months ended September 30, 2025:


		Number
		of Shares
Outstanding - January 1, 2025		—
Granted		872,500
Exercised		—
Forfeited and Expired		—
Outstanding - September 30, 2025		872,500
Exercisable		425,000
Exercisable and expected to vest September 30, 2025		425,000

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

Outstanding

Exercisable

Weighted-

Average

Number of

Exercise

Remaining

Number of

Exercise

Exercise Price

Shares

Price

Life (Years)

Shares

Price

$2.04

872,500

2.04

425,000

2.04

10.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 nine months ended September 30, 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	107,893	$	2.04	500,000	$	2.04
Vested	107,893	$	2.04	—	$	—
Forfeited	—			—	$	—
Outstanding - September 30, 2025	107,893	$	2.04	500,000	$	2.04
Expected to vest - September 30, 2025	107,893	$	2.04	—	$	—

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 $0.2 million and $0.5 million of share-based compensation expense related to the vesting of the restricted stock awards and stock options during the three and nine months ended September 30, 2025. As of September 30, 2025, total unrecognized cost for restricted stock units and stock options was $1.2 million, which is expected to be recognized over the remaining period of 2.25 years.

ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2025

ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1.	ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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.

o

PKS Financial Services, Inc. (dba, Binah Capital Insurance), 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 BMS.

●

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), 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.

o

Michigan Advisors, Inc., (“MAI”) incorporated in the State of Michigan, was a SEC registered investment advisor. MAI withdrew its registration in September 2021.

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.

1.	ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (continued)

Basis of Presentation

Reverse Recapitalization

On March 15, 2024 (the “Closing Date”), Binah Capital 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 Wentworth merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the Wentworth 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 was accounted for as a reverse recapitalization. Under this method of accounting, KWAC is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Binah Capital will represent 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 will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of BMS in future reports of Holdings (See Note 3 – Mergers and Recapitalization).

Unaudited Interim Financial Statements

These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC. The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2024. 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 and nine months ended September 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.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. Significant inter-company transactions and balances have been eliminated in consolidation.

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 18 - Segment Information.

NET INCOME (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2025

NET INCOME (LOSS) PER SHARE

Schedule of computation of income (loss) per share and weighted average of the company's common stock outstanding


	Three months ended		Three months ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024
Net income (loss)	$	1,760	$	(1,150)	$	2,141	$	(4,197)
Series A preferred dividends		366		338		1,075		728
Series B preferred dividends		26		—		80		—
Net income (loss) available to common shareholders		1,368		(1,488)		986		(4,925)
Shares for basic and diluted calculation
Average shares used in basic computation		16,709		16,602		16,638		16,588
Dilutive effect of unvested stock units		11		—		283		—
Average shares used in diluted computation		16,720		16,602		16,921		16,588
Earnings (loss) per common share
Basic	$	0.08	$	(0.09)	$	0.06	$	(0.30)
Diluted	$	0.08	$	(0.09)	$	0.06	$	(0.30)

Schedule of securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share


	Three months ended	Three months ended	Nine Months Ended	Nine Months
	September 30,	September 30,	September 30,	September 30,
	2025	2024	2025	2024
Warrants	15,148	15,148	15,148	15,148
Series A preferred stock	1,608	1,608	1,536	1,536
Series B preferred stock	150	150	150	150
Stock options	873	873	—	—
Unvested restricted stock units	489	217	—	—

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenue from Contracts with Customers:
Commissions	$ 37,370	$ 34,780	$ 112,506	$ 102,836
Advisory fees	7,407	6,247	20,948	18,250
Total Revenue from Contracts with Customers	44,777	41,027	133,454	121,086
Interest and other income	1,421	1,170	3,178	3,209
Total revenues	46,198	42,197	136,632	124,295
Expenses:
Commissions and fees	37,202	33,832	110,240	100,839
Employee compensation and benefits	4,679	3,937	13,956	10,988
Rent and occupancy	286	285	857	870
Professional fees	558	1,120	1,807	6,059
Technology fees	751	386	2,194	1,228
Interest	534	775	1,643	2,632
Depreciation and amortization	167	268	537	862
Other	71	2,207	2,551	3,394
Total expenses	44,248	42,810	133,785	126,872
Income (loss) before provision for income taxes	1,950	(613)	2,847	(2,577)
Provision for income taxes	190	537	706	890
Net income (loss)	1,760	(1,150)	2,141	(3,467)
Net income attributable to Legacy Wentworth Management Services LLC members				730
Net income (loss) attributable to Binah Capital Group, Inc.	$ 1,760	$ (1,150)	$ 2,141	$ (4,197)
Net income (loss) per common share, basic (in dollars per share)	$ 0.08	$ (0.09)	$ 0.06	$ (0.3)
Net income (loss) per common share, diluted (in dollars per share)	$ 0.08	$ (0.09)	$ 0.06	$ (0.3)
Weighted average shares: basic (in shares)	16,709	16,602	16,638	16,588
Weighted average shares: diluted (in shares)	16,720	16,602	16,921	16,588

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY

COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY

15.	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, 1,608,000 shares issued and outstanding as of September 30, 2025; and

●

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

●

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

- Definition

The entire disclosure for equity.

+ References

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-Section 50
-Paragraph 8A
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+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2025	Nov. 13, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2025
Document Transition Report	false
Entity File Number	001-40742
Entity Registrant Name	Binah Capital Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3276689
Entity Address, Address Line One	80 State Street
Entity Address, City or Town	Albany
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	12207
City Area Code	212
Local Phone Number	404-7002
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,602,460
Entity Central Index Key	0001953984
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BCG
Security Exchange Name	NASDAQ
Warrants
Document and Entity Information
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	BCGWW
Security Exchange Name	NASDAQ

REVENUES FROM CONTRACTS WITH CUSTOMERS

9 Months Ended

Sep. 30, 2025

REVENUES FROM CONTRACTS WITH CUSTOMERS

REVENUES FROM CONTRACTS WITH CUSTOMERS

4.	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 and 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.

4.	REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

The Company generates two types of commission revenues: 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’ investment 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 revenue from contracts with customers disaggregated by investment product for the periods ended September 30 (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Revenue From Contracts With Customers	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	27,532	$	24,873	$	78,185	$	74,943
Mutual fund commissions		5,896		5,129		17,431		15,037
Securities commissions		2,981		3,201		8,997		8,791
Alternative investments		961		1,577		7,893		4,065
Advisory fees		7,407		6,247		20,948		18,250
Total Revenue From Contracts With Customers	$	44,777	$	41,027	$	133,454	$	121,086

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Sales-based (Point in time)	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	11,208	$	10,796	$	31,643	$	31,826
Mutual fund commissions		1,202		946		3,267		3,471
Securities commissions		2,981		3,201		8,997		8,791
Alternative investments		955		1,498		7,717		3,970
Total Sales Based Revenues	$	16,346	$	16,441	$	51,624	$	48,058

4.	REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Trailing (Over time)	2025		2024		2025		2024
Variable annuities and other insurance commissions	$	16,324	$	14,077	$	46,542	$	43,117
Mutual fund commissions		4,694		4,183		14,164		11,566
Advisory fees		7,407		6,247		20,948		18,250
Alternative investments		6		80		176		95
Total Trailing Revenues		28,431		24,587		81,830		73,028
Total Revenue From Contracts With Customers	$	44,777	$	41,027	$	133,454	$	121,086

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 September 30, 2025, and December 31, 2024, the Company had receivables from contracts with customers 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 September 30, 2025, and December 31, 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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

19.	SUBSEQUENT EVENTS

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

DEBT

9 Months Ended

Sep. 30, 2025

DEBT

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 (a) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of September 30, 2025 and December 31, 2024, the outstanding balance under the Term Loan was $18.2 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 September 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”). 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 September 30, 2025 and December 31, 2024, the effective interest rate was approximately 8.2% and 8.3%, respectively.

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 September 30, 2025, the interest rate swap had a fair value liability of $0.2 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 (loss) (“AOCI”) and included on the Condensed Consolidated Statement 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 Term Loan refinanced the previous Oak Street Funding Facility.

6.	DEBT (continued)

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 September 30, 2025, are as follows (in thousands):


2025	$	507
2026		2,030
2027		3,045
2028		3,045
2029		10,150
	$	18,777

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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