0001104659-26-037897 | 10-K | XBRL Viewer

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INCOME TAXES - Net Operating Losses and Valuation Allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Valuation Allowance	$ 0	$ 529
Federal
INCOME TAXES
Net operating loss carry forwards	1,100	1,000
State
INCOME TAXES
Net operating loss carry forwards	$ 600	$ 1,800

WARRANTS (Details) $ / shares in Units, $ in Millions	12 Months Ended
WARRANTS (Details) $ / shares in Units, $ in Millions	Dec. 31, 2025 USD ($) D $ / shares shares	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 \| $	$ 2.3	$ 1.0
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities
Unrealized loss on the warrants \| $	$ 1.3	$ 0.6

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2025

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

8.PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of December 31 (in thousands):


		2025			2024
Computer hardware		$	2,714		$	2,652
Office furniture and equipment			971			971
Leasehold improvements			41			41
			3,726			3,664

Less: accumulated depreciation and amortization			(3,384)			(3,065)
Property and equipment, net		$	342		$	599

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

SERIES B CONVERTIBLE PREFERRED STOCK (Details) - Series B Convertible Preferred Stock $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 04, 2024 USD ($) D $ / shares shares	Dec. 31, 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
Dividends \| $		$ 100	$ 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

INCOME TAXES

12 Months Ended

Dec. 31, 2025

INCOME TAXES

INCOME TAXES

17.INCOME TAXES

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


	2025		2024
Federal:
Current	$	1,036	$	584
Deferred		(723)		623

State and local:
Current		174		224
Deferred		(184)		(16)
Income tax provision	$	303	$	1,415

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2025:


	Amount		%
U.S. federal statutory rate	598		21.0	%
State income taxes, net of federal benefit¹	(47)		(1.6)	%
Non-deductible meals and entertainment	43		1.5	%
Gain/(loss) on the fair value of warrants	272		9.6	%
Section 831 (B)(2) election	15		0.5	%
Deferred adjustments	(84)		(3.0)	%
Change in valuation allowance	(448)		(15.8)	%
Other adjustments	(46)		(1.6)	%

Effective rate	303		10.6	%

¹ The state and local income tax effect reflects an overall net state income tax benefit for the year, with more than 90% attributable to NY. The state income tax benefit was partially offset by state income tax expense, with CA, IL, NJ and TX representing more than 85% of the offsetting income tax expense.

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2024:


		Amount		%
U.S. federal statutory rate		(659)		21.0	%
State income taxes, net of federal benefit		161		(5.1)	%
Non-deductible meals and entertainment		33		(1.1)	%
Non-deductible transaction costs		148		(4.7)	%
Gain/(loss) on the fair value of warrants		(129)		4.1	%
Section 831 (B)(2) election		84		(2.7)	%
Deferred adjustments		990		(31.5)	%
Change in valuation allowance		3		(0.1)	%
Non-taxable pass through entities		569		(18.1)	%
Net operating loss true-up		216		(6.9)	%


Effective rate		1,415		(45.1)	%

17.INCOME TAXES (continued)

Deferred Taxes

Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates. Temporary differences, and net operating loss carryforwards that give rise to deferred tax assets and liabilities are summarized as follows as of December 31:


	2025		2024
Deferred tax assets/(liabilities):
Property, and equipment, net	$	(54)	$	(116)
Intangibles, net		307		246
IRC 163(j) interest limitation, carryover		281		340
Net operating loss		322		281
Share based compensation		127		—
Accrued compensation		353		—
Derivatives and hedging activities – other comprehensive income (loss)		39		—
Other		(69)		138
Total		1,306		889
Valuation Allowance		—		(529)
Net deferred tax asset	$	1,306	$	360

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

Net Operating Losses

At December 31, 2025, the Company and its subsidiaries had federal and state net operating loss carry forwards of approximately $1.1 million and $0.6 million, respectively. At December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $1.0 million and $1.8 million, respectively. These carry forward losses are available to offset future U.S. federal and state taxable income and are not subject to IRC Section 382 limitations. All federal net operating losses being carried forward were incurred in tax years beginning after December 31, 2017, and therefore will carry forward indefinitely. The state net operating losses will start to expire December 31, 2038.

Valuation Allowance

The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance and has concluded that no valuation allowance is warranted as of December 31, 2025. As of December 31, 2024 the valuation allowance amounted to $529.

17.INCOME TAXES (continued)

Unrecognized Tax Benefits

Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and the Company does not anticipate any material changes over the next twelve months.

The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and other expense, respectively. There were no amounts accrued for interest or penalties on unrecognized tax benefits for the years ended December 31, 2025 and 2024. Management does not expect any material changes in its unrecognized tax benefits in the next year.

The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions and is subject to examination by various taxing authorities. The tax years of 2022 to 2024 remain open to examination in the federal jurisdiction. The tax years of 2021 to 2024 remain open to examination in the state jurisdiction. The Company is not currently under examination for any tax years.

- Definition

The entire disclosure for income tax.

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+ Details

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Cybersecurity Risk Management We maintain written policies and procedures that outline the Company’s comprehensive information security program (CISP). The Chief Information Security Officer (CISO) has the responsibility for implementation and maintenance of the CISP. In addition to SEC and FINRA regulatory requirements, we leverage established security frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework, as guides to continually improve our policies and procedures. In addition, our employees are required to complete a cybersecurity training program each year, which is supplemented with additional awareness efforts, including phishing campaigns and informational notifications. We employ a variety of security tools and components to monitor, identify and block cybersecurity threats. In the event of a cybersecurity incident, the Company has an incident response team (IRT) whose role is to respond quickly and effectively. The IRT utilizes an incident response plan for the implementation of the its incident response capabilities that provides (i) a definition of “reportable incidents/events”, and (ii) “metrics” for evaluating the IRT’s response capabilities and effectiveness. The checklist is periodically reviewed by the IT Department for lessons learned from both mock and actual incidents, and to assure compliance with most current industry best practices and latest regulatory developments. The incident response plan includes processes through which cybersecurity incidents are escalated to the Company’s executive officers. To improve preparedness for a cybersecurity incident, we conduct tabletop exercises at least annually. These exercises are conducted by internal personnel.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We maintain written policies and procedures that outline the Company’s comprehensive information security program (CISP). The Chief Information Security Officer (CISO) has the responsibility for implementation and maintenance of the CISP. In addition to SEC and FINRA regulatory requirements, we leverage established security frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework, as guides to continually improve our policies and procedures. In addition, our employees are required to complete a cybersecurity training program each year, which is supplemented with additional awareness efforts, including phishing campaigns and informational notifications.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Cybersecurity Committee The mission of the Cyber Security Committee is to be responsible for the cultivation of a corporate culture that recognizes risk awareness and the development of the Company’s cyber security solutions, utilizing thought leadership, technology and systems, and development of applicable policies and procedures. Through its cyber security policy and procedures, the Committee will ensure effective collaboration and coordination between affected departments and staff in identifying and responding to both privacy and cyber security risks and events. The Committee will oversee the development and implementation of an enterprise-wide strategic framework related to the identification and prevention of cyber security threats as an integral part of the Firm’s risk management process, otherwise known as CISP. The Firm’s cyber security framework is intended to be “evolutionary”, requiring (i) periodic reviews, and (ii) testing of systems, that result in changes to Company policy and procedures, as cyber security issues and developments require. The Committee shall be composed of specified members of senior management, department heads and staff, who have been selected based upon their backgrounds and experience involving IT, Risk Management, Operations, Compliance, and Legal. The Committee shall have the discretion to engage and utilize the services of independent vendors, computer service providers (eSP’s) and consultants having expertise in the area of cyber security and IT. The Committee shall determine its meeting agendas and frequency of meetings which shall be reported through minutes prepared by the designated secretary.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Cyber Security Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Through its cyber security policy and procedures, the Committee will ensure effective collaboration and coordination between affected departments and staff in identifying and responding to both privacy and cyber security risks and events. The Committee will oversee the development and implementation of an enterprise-wide strategic framework related to the identification and prevention of cyber security threats as an integral part of the Firm’s risk management process, otherwise known as CISP.
Cybersecurity Risk Role of Management [Text Block]	We maintain written policies and procedures that outline the Company’s comprehensive information security program (CISP). The Chief Information Security Officer (CISO) has the responsibility for implementation and maintenance of the CISP. In addition to SEC and FINRA regulatory requirements, we leverage established security frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework, as guides to continually improve our policies and procedures. In addition, our employees are required to complete a cybersecurity training program each year, which is supplemented with additional awareness efforts, including phishing campaigns and informational notifications. We employ a variety of security tools and components to monitor, identify and block cybersecurity threats. In the event of a cybersecurity incident, the Company has an incident response team (IRT) whose role is to respond quickly and effectively. The IRT utilizes an incident response plan for the implementation of the its incident response capabilities that provides (i) a definition of “reportable incidents/events”, and (ii) “metrics” for evaluating the IRT’s response capabilities and effectiveness. The checklist is periodically reviewed by the IT Department for lessons learned from both mock and actual incidents, and to assure compliance with most current industry best practices and latest regulatory developments. The incident response plan includes processes through which cybersecurity incidents are escalated to the Company’s executive officers. To improve preparedness for a cybersecurity incident, we conduct tabletop exercises at least annually. These exercises are conducted by internal personnel.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Chief Information Security Officer (CISO)
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Committee shall be composed of specified members of senior management, department heads and staff, who have been selected based upon their backgrounds and experience involving IT, Risk Management, Operations, Compliance, and Legal. The Committee shall have the discretion to engage and utilize the services of independent vendors, computer service providers (eSP’s) and consultants having expertise in the area of cyber security and IT.

PROMISSORY NOTES - AFFILIATES (Details) - USD ($) $ in Millions				12 Months Ended
	Dec. 23, 2024	Mar. 15, 2024	Jan. 01, 2024	Dec. 31, 2025	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
Affiliates
PROMISSORY NOTES - AFFILIATES
Interest rate					10.00%
Contingent consideration					$ 5.0
Repayment of promissory notes		$ 3.5
Affiliates \| Subordinated promissory notes
PROMISSORY NOTES - AFFILIATES
Debt face amount						$ 3.6
Interest rate						10.00%
Debt forgiveness		3.8
Affiliates \| Promissory note
PROMISSORY NOTES - AFFILIATES
Debt face amount		$ 5.3
Variable interest rate			1.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:PrimeRateMember
Interest expense				$ 0.5
Interest payable				$ 0.4
Affiliates \| Promissory note \| Minimum
PROMISSORY NOTES - AFFILIATES
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:PrimeRateMember
Effective interest rate			7.50%

RELATED-PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS

20.RELATED-PARTY TRANSACTIONS

Certain of the Company’s subsidiaries earn revenue from various related parties controlled by individuals that are members or officers of the Company. Summarized activity and balance as of and for the years ended December 31, 2025 and 2024 are as follows (in thousands):


	Revenue						Due from/(Due to)
Subsidiary	2025			2024			2025			2024
CLS	$	—		$	1,000		$	—		$	(0.1)
Total	$	—		$	1,000		$	—		$	(0.1)

The revenue amounts and amounts due to and due from are included in commissions on the accompanying consolidated statements of operations and other assets on the consolidated statements of financial condition, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

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

Use of Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairment of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.

Reportable Segment

Management has determined that the Company operates in one segment, given the common nature of its operations, products and services, production and distribution process and regulatory environment. For additional information, see Note 25 - Segment Information.

Revenue Recognition

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. For additional information see Note 5 - Revenues From Contracts with Customers.

Share-Based Compensation

Certain employees, officers and directors participate in the Company’s long-term incentive plan that provide for granting stock options, restricted stock awards, and restricted stock units. Stock options and restricted stock units generally vest in equal increments over a three-year period and expire on the tenth anniversary following the date of grant. Restricted stock awards generally vest upon grant or up to a three-year period.

The Company recognizes share-based compensation for equity awards granted to employees, officers and directors as compensation and benefits expense on the consolidated statements of operations. The fair value of restricted stock awards and restricted stock units is equal to the closing price of the Company’s stock on the date of grant. Stock options are generally granted at the market price at the date of the grant, with vesting based on three years of continuous service. The fair value of the options is estimated using the Black-Sholes model. Share-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period.

The Company makes assumptions regarding the number of restricted stock awards and restricted stock units that will be forfeited. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. As a result, changes in the forfeiture assumptions do not impact the total amount of expense ultimately recognized over the service period. Rather, different forfeiture assumptions would only impact the timing of expense recognition over the service period. See Note 15 - Share-Based Compensation for additional information regarding share-based compensation for equity awards granted.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist primarily of cash on deposit and money market funds, all of which have original maturities of three months or less.

Restricted cash represents cash held by the Company’s lender related to its credit facility. As of December 31, 2025 and 2024, restricted cash amounted to approximately $1.0 million.

The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash.

Receivables

Receivables, represent amounts due to the Company from its clearing broker, clients, financial institutions and others. Receivables consists of unconditional amounts due to the Company and are reported at amortized costs. All receivables are uncollateralized.

Financial Instruments – Credit Losses. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the statement of financial condition that adjusts the asset’s amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. Management believes its risk of loss on currently recorded receivables is minimal and accordingly an allowance for credit losses has been recorded as of December 31, 2025, December 31, 2024, and January 1, 2024, in the amount of $0.7 million, $0.7 million and $0.2 million, respectively.

Property and Equipment, net

Property and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets once the asset is placed in service, which range from 2 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the useful life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. No impairment occurred for the years ended December 31, 2025 and 2024.

Goodwill and Other Intangible Assets

Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the years ended December 31, 2025 and 2024.

Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

There was no impairment of intangible assets recognized for the years ended December 31, 2025 and 2024. See Note 9 - Intangible Assets, for additional information regarding the Company’s intangible assets.

Debt Issuance Costs

Debt issuance costs are capitalized and amortized as additional interest expense over the expected term of the related debt agreement. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability.

Leases

The Company accounts for its leases in accordance with FASB ASC 842- Leases. The Company is a lessee in several noncancelable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and right of use (“ROU”) asset at the commencement date of the lease.

ROU assets. A lessee’s ROU asset is measured at the commencement date at the amount of the initially measured lease liability plus any lease payments made to the lessor before or at the commencement date, minus any lease incentives received; plus any initial direct costs. Unless impaired, the ROU asset is subsequently measured throughout the lease term at the amount of the lease liability (that is, present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease cost for lease payments is recognized on a straight-line basis over the lease term.

Lease Liabilities. A lease liability is measured based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate and are measured using the index or rate at the commencement date. Lease payments, including variable payments based on an index rate, are remeasured when any of the following occur: (1) the lease is modified (and the modification is not accounted for as a separate contract), (2) certain contingencies related to the variable lease payments are resolved, or (3) there is a reassessment of any of the following: the lease term, purchase options or amounts that are probable of being owed under a residual value guarantee. The discount rate is the implicit rate if it is readily determinable; otherwise, the Company uses its incremental borrowing rate. The implicit rates of the Company’s leases are not readily determinable; accordingly, the Company uses it incremental rate based on the information available at the commencement date for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company determines its incremental borrowing rates by starting with the interest rates on its recent borrowings and other observable market rates and adjusting those rates to reflect the differences in the amount collateral and the payment terms of the leases.

Accounting policy election for short-term leases. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term.

See Note 12 - Leases for additional information.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740. Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effects of income taxes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income. A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on an income tax return. Under ASC 740-10, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes. BMS was subject to certain state and local income taxes. Additionally, Binah Capital Corp. (fka, Kingswood Acquisition Corp.) was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes.

Subsequent to the Reverse Merger and Recapitalization, Binah Capital Corp., a wholly-owned subsidiary of Holdings, is the parent company of BMS. Subsequent to the Reverse Merger and Recapitalization, BMS elected to be treated as a corporation and is subject to U.S. federal income taxes, in addition to state and local income taxes.

For the year ending December 31, 2025, Holdings has elected to file a consolidated tax return which will include all subsidiaries including Binah Capital Corp., BMS, the PKSH Entities, the Cabot Entities and WEG. Therefore, these consolidated financial statements include an income tax provision for all the taxable entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards.

Net Income (Loss) Per Share

Basic earnings per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the consolidated financial statements because the equity structure materially changed in connection with the Merger.

Financial Instruments

The Company uses derivative instruments to hedge exposures to cash flow risks. The Company does not hold or issue financial instruments for speculative or trading purposes.

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Warrants issued to non-employees (the “Non-employee Warrants”) are not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Warrants issued to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s warrants at the end of each reporting period.

Contingent Liabilities

The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties.

When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable.

The determination of these liability amounts requires significant judgment on the part of management. See Note 19 – Commitments and Contingencies for additional information.

Recently Issued Accounting Pronouncements

In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The ASU should be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024. The adoption did not have an impact on the Company’s financial condition or results of operations. See Note 17 - Income Taxes for related disclosures.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation. Such reclassifications had no impact on previously reported net income (loss) or stockholders’ equity.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property and Equipment, net
Impairment	$ 0.0	$ 0.0
Minimum
Property and Equipment, net
Useful life of property and equipment	2 years
Maximum
Property and Equipment, net
Useful life of property and equipment	10 years

SHARE-BASED COMPENSATION - Stock options (Details) - 2024 equity incentive plan - Employee Stock Option	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Granted	872,500
Ending balance (in shares)	872,500
Exercisable	472,222
Exercisable and expected to vest	472,222
Outstanding Weighted - Average Exercise Price \| $ / shares	$ 2.04
Weighted - Average Remaining Life (Years)	2 years 7 days
Exercisable Weighted - Average Exercise Price \| $ / shares	$ 2.04

ORGANIZATION AND NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2025

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

1.ORGANIZATION AND NATURE OF BUSINESS

Binah Capital Group, Inc. (“Binah Capital”, “Holdings” or the “Company,” representing the consolidated group), is a Delaware corporation, formed on June 27, 2022 that serves as a holding company for its wholly-owned subsidiaries operating in the retail wealth management business.

Binah Capital through its wholly-owned subsidiary Wentworth Management Services LLC (dba, Binah Management Services, “BMS”) operates multiple businesses in the financial services industry as follows:

●

PKS Holdings, LLC (“PKSH”) maintains offices in Albany, New York, and branch offices throughout the United States of America, and includes the following entities (collectively, the “PKSH Entities”):

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”).

PKS Advisory Services, LLC (“PKSA”), a New York limited liability company, is an investment advisory firm, registered with the SEC, which provides advisory services to clients.

●

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

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

●

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

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

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

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

●

Michigan Securities, Inc. (“MSI”) maintains offices in Albany, New York and includes the following entities (collectively, the “MSI Entities”):

MSI, (d/b/a as Broadstone Securities, Inc., “Broadstone”), incorporated in the State of Michigan, is a financial services firm, and is a broker-dealer registered with the SEC and is a member of FINRA. Subsequent to December 31, 2025, MSI legally changed its name from Michigan Securities Inc, to PKS Securities Inc.

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.

INCOME TAXES - Income tax provision (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Federal:
Current	$ 1,036	$ 584
Deferred	(723)	623
State and local:
Current	174	224
Deferred	(184)	(16)
Income tax provision	$ 303	$ 1,415

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ 2,308	$ (5,292)
Other comprehensive (loss)
Changes in fair value of interest rate swap	(114)
Total other comprehensive (loss)	(114)
Comprehensive income (loss)	$ 2,194	$ (5,292)

- 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

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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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Reference 42: http://www.xbrl.org/2003/role/disclosureRef
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Reference 43: http://www.xbrl.org/2003/role/disclosureRef
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Reference 44: http://www.xbrl.org/2003/role/disclosureRef
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Reference 46: http://www.xbrl.org/2003/role/disclosureRef
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Reference 47: http://www.xbrl.org/2003/role/disclosureRef
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Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2025

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment

Property and equipment consisted of the following as of December 31 (in thousands):


		2025			2024
Computer hardware		$	2,714		$	2,652
Office furniture and equipment			971			971
Leasehold improvements			41			41
			3,726			3,664

Less: accumulated depreciation and amortization			(3,384)			(3,065)
Property and equipment, net		$	342		$	599

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

26.SUBSEQUENT EVENTS

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

LEASES - Components of lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Components of lease cost
Operating lease cost	$ 1,097	$ 1,112
Variable lease cost	44	38
Total lease cost	$ 1,141	$ 1,150

LEASES - Other supplemental information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
LEASES
Cash paid for amounts included in the measurement of lease liabilities - Operating leases	$ 599	$ 464
Weighted-average remaining lease term - Operating leases	4 years 8 months 12 days	5 years 8 months 12 days
Weighted-average discount rate - Operating leases	5.50%	5.50%

RELATED-PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2025

RELATED-PARTY TRANSACTIONS

Summarized activity and balance

Summarized activity and balance as of and for the years ended December 31, 2025 and 2024 are as follows (in thousands):


	Revenue						Due from/(Due to)
Subsidiary	2025			2024			2025			2024
CLS	$	—		$	1,000		$	—		$	(0.1)
Total	$	—		$	1,000		$	—		$	(0.1)

DEBT (Details) $ in Thousands		12 Months Ended
DEBT (Details) $ in Thousands	Dec. 23, 2024 USD ($)	Dec. 31, 2025 USD ($)	Jan. 01, 2026 USD ($) item lease	Apr. 10, 2025 USD ($)	Dec. 31, 2024 USD ($)
DEBT
Outstanding amount		$ 17,679			$ 19,561
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				$ 10,000
Derivative notional amount				$ 10,000
Derivative fixed interest rate				3.98%
Derivative additional interest rate				4.00%
Derivative variable interest rate				4.00%
Interest rate derivative liabilities		$ 200
Credit Agreement \| Maximum
DEBT
Debt covenant, fixed charge coverage ratio		1.2
Credit Agreement \| Minimum
DEBT
Debt covenant, annual revenue received from custodians		$ 18,000
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	$ 20,300
Outstanding balance, net of unamortized debt issuance costs		$ 17,700			$ 19,600
Interest rate	1.00%				8.30%
Effective interest rate		7.90%
Non-Revolving Loan Commitment
DEBT
Debt face amount	$ 1,000
Outstanding amount		$ 0			$ 0
Letter of Credit
DEBT
Outstanding amount		$ 0			$ 0
Letter of Credit \| Subsequent event
DEBT
Outstanding amount			$ 50
Number of entered into letters of credit \| item			2
Number of office leases support \| lease			2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details)	12 Months Ended
	Dec. 31, 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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-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. Significant inter-company transactions and balances have been eliminated in consolidation.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and impairment of intangible assets and deferred income taxes, allowance for credit losses, and contingencies.
Reportable Segment	Reportable Segment Management has determined that the Company operates in one segment, given the common nature of its operations, products and services, production and distribution process and regulatory environment. For additional information, see Note 25 - Segment Information.
Revenue Recognition	Revenue Recognition Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. For additional information see Note 5 - Revenues From Contracts with Customers.
Share-Based Compensation	Share-Based Compensation Certain employees, officers and directors participate in the Company’s long-term incentive plan that provide for granting stock options, restricted stock awards, and restricted stock units. Stock options and restricted stock units generally vest in equal increments over a three-year period and expire on the tenth anniversary following the date of grant. Restricted stock awards generally vest upon grant or up to a three-year period. The Company recognizes share-based compensation for equity awards granted to employees, officers and directors as compensation and benefits expense on the consolidated statements of operations. The fair value of restricted stock awards and restricted stock units is equal to the closing price of the Company’s stock on the date of grant. Stock options are generally granted at the market price at the date of the grant, with vesting based on three years of continuous service. The fair value of the options is estimated using the Black-Sholes model. Share-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. The Company makes assumptions regarding the number of restricted stock awards and restricted stock units that will be forfeited. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. As a result, changes in the forfeiture assumptions do not impact the total amount of expense ultimately recognized over the service period. Rather, different forfeiture assumptions would only impact the timing of expense recognition over the service period. See Note 15 - Share-Based Compensation for additional information regarding share-based compensation for equity awards granted.
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 December 31, 2025 and 2024, restricted cash amounted to approximately $1.0 million. The Company regularly maintains cash, cash equivalents and restricted cash that exceed Federal Deposit Insurance Corporation limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk from cash.
Receivables	Receivables Receivables, represent amounts due to the Company from its clearing broker, clients, financial institutions and others. Receivables consists of unconditional amounts due to the Company and are reported at amortized costs. All receivables are uncollateralized.
Financial Instruments - Credit Losses.	Financial Instruments – Credit Losses. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the statement of financial condition that adjusts the asset’s amortized cost basis. Changes in the allowance for credit losses are reported in credit loss expense, if applicable. Management believes its risk of loss on currently recorded receivables is minimal and accordingly an allowance for credit losses has been recorded as of December 31, 2025, December 31, 2024, and January 1, 2024, in the amount of $0.7 million, $0.7 million and $0.2 million, respectively.
Property and Equipment, net	Property and Equipment, net Property and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets once the asset is placed in service, which range from 2 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the useful life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. No impairment occurred for the years ended December 31, 2025 and 2024.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill is tested annually for impairment or if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. An impairment loss will be recognized if a reporting unit’s carrying amount exceeds its fair value, to the extent that it does not exceed the total carrying amount of goodwill. No impairment of goodwill was recognized for the years ended December 31, 2025 and 2024. Intangible assets that are deemed to have definite lives are amortized over their useful lives, generally ranging from 5 to 10 years. They are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value. There was no impairment of intangible assets recognized for the years ended December 31, 2025 and 2024. See Note 9 - Intangible Assets, for additional information regarding the Company’s intangible assets.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs are capitalized and amortized as additional interest expense over the expected term of the related debt agreement. Debt issuance costs are presented as a direct reduction from the carrying amount of the related debt liability.
Leases	Leases The Company accounts for its leases in accordance with FASB ASC 842- Leases. The Company is a lessee in several noncancelable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and right of use (“ROU”) asset at the commencement date of the lease. ROU assets. A lessee’s ROU asset is measured at the commencement date at the amount of the initially measured lease liability plus any lease payments made to the lessor before or at the commencement date, minus any lease incentives received; plus any initial direct costs. Unless impaired, the ROU asset is subsequently measured throughout the lease term at the amount of the lease liability (that is, present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease cost for lease payments is recognized on a straight-line basis over the lease term. Lease Liabilities. A lease liability is measured based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate and are measured using the index or rate at the commencement date. Lease payments, including variable payments based on an index rate, are remeasured when any of the following occur: (1) the lease is modified (and the modification is not accounted for as a separate contract), (2) certain contingencies related to the variable lease payments are resolved, or (3) there is a reassessment of any of the following: the lease term, purchase options or amounts that are probable of being owed under a residual value guarantee. The discount rate is the implicit rate if it is readily determinable; otherwise, the Company uses its incremental borrowing rate. The implicit rates of the Company’s leases are not readily determinable; accordingly, the Company uses it incremental rate based on the information available at the commencement date for each lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company determines its incremental borrowing rates by starting with the interest rates on its recent borrowings and other observable market rates and adjusting those rates to reflect the differences in the amount collateral and the payment terms of the leases. Accounting policy election for short-term leases. The Company has elected, for all underlying classes of assets, to not recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term. See Note 12 - Leases for additional information.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740. Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheet in accordance with ASC 740, which established financial accounting and reporting standards for the effects of income taxes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company periodically evaluates deferred tax assets and net operating loss carryforwards to determine their recoverability based primarily on the Company’s ability to generate future taxable income. A valuation allowance may be established to reduce deferred tax assets, if it is more likely than not that all, or some portion, of such deferred tax assets will not be realized. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated statements of operations and comprehensive income. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on an income tax return. Under ASC 740-10, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the periods prior to the Reverse Merger and Recapitalization, BMS was treated as a partnership for income tax purposes and therefore not subject to federal taxes. BMS was subject to certain state and local income taxes. Additionally, Binah Capital Corp. (fka, Kingswood Acquisition Corp.) was treated as a corporation and subject to U.S. federal income taxes, in addition to state and local income taxes. Subsequent to the Reverse Merger and Recapitalization, Binah Capital Corp., a wholly-owned subsidiary of Holdings, is the parent company of BMS. Subsequent to the Reverse Merger and Recapitalization, BMS elected to be treated as a corporation and is subject to U.S. federal income taxes, in addition to state and local income taxes. For the year ending December 31, 2025, Holdings has elected to file a consolidated tax return which will include all subsidiaries including Binah Capital Corp., BMS, the PKSH Entities, the Cabot Entities and WEG. Therefore, these consolidated financial statements include an income tax provision for all the taxable entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and net operating loss carryforwards.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Basic earnings per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted net income per share of common stock is computed by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options and warrants and conversion of the Company’s preferred stock. Net income (loss) per share is not presented for periods prior to the Merger as such amounts would not be meaningful to users of the consolidated financial statements because the equity structure materially changed in connection with the Merger.
Financial Instruments	Financial Instruments The Company uses derivative instruments to hedge exposures to cash flow risks. The Company does not hold or issue financial instruments for speculative or trading purposes. As a result of the Reverse Recapitalization, the Company has issued and has outstanding warrants. The Company evaluates the warrants, to determine if such instruments should be considered stock-based compensation, pursuant to ASC Topic 718, and if not in the scope of ASC 718, if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815. The determination of whether the instrument should be classified as stock-based compensation or a derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrants issued to non-employees (the “Non-employee Warrants”) are not classified as stock-based compensation as there is no condition of employment such that the granting of the shares does not represent compensation. The Non-employee Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. Warrants issued to non-employees are measured at fair value on recurring basis, using the market approach based upon the quoted market price of Binah Capital Group, Inc.’s warrants at the end of each reporting period.
Contingent Liabilities	Contingent Liabilities The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates potential losses become probable and can be reasonably estimated. Whether a potential loss is probable and can be reasonably estimated is based on currently available information and is subject to significant judgment, a variety of assumptions and uncertainties. When a potential loss is probable and the loss or range of loss can be estimated, the Company will accrue the most likely amount within that range. No liability is recognized for those matters which, in management’s judgment, the determination of a reasonable estimate of potential loss is not possible, or for which a potential loss is not determined to be probable. The determination of these liability amounts requires significant judgment on the part of management. See Note 19 – Commitments and Contingencies for additional information.
Recently Issued or Adopted Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The ASU should be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations. Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024. The adoption did not have an impact on the Company’s financial condition or results of operations. See Note 17 - Income Taxes for related disclosures.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. Such reclassifications had no impact on previously reported net income (loss) or stockholders’ equity.

SEGMENT INFORMATION (Details)	12 Months Ended
SEGMENT INFORMATION (Details)	Dec. 31, 2025 segment
SEGMENT INFORMATION
Number of reportable segments	1

REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables)

12 Months Ended

Dec. 31, 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 revenues from contracts with customers disaggregated by investment product for the years ended December 31 (in thousands):


	For the years ended December 31,
Revenue From Contracts With Customers	2025			2024
Variable annuities and other insurance commissions	$	106,839		$	100,434
Mutual fund commissions		24,038			21,134
Securities commissions		11,818			11,788
Alternative investments		10,745			6,096
Advisory fees		28,601			24,939
Total Revenue From Contracts With Customers	$	182,041		$	164,391

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


Sales-based (Point in time)		2025			2024
Variable annuities and other insurance commissions		$	44,136		$	40,852
Mutual fund commissions			4,814			4,204
Securities commissions			11,818			11,788
Alternative investments			10,457			5,983
Total Sales Based Revenues		$	71,225		$	62,827


Trailing (Over time)		2025			2024
Variable annuities and other insurance commissions		$	62,704		$	59,582
Mutual fund commissions			19,224			16,930
Advisory fees			28,601			24,939
Alternative investments			287			113
Total Trailing Revenues			110,816			101,564
Total Revenue From Contracts With Customers		$	182,041		$	164,391

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Mar. 31, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Entity File Number	001-41991
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 34.2
Entity Common Stock, Shares Outstanding		16,716,000
Documents Incorporated by Reference [Text Block]	Selected Portions of Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed by the registrant on or prior to 120 days following the end of the registrant’s year ended December 31, 2025, pursuant to Regulation 14A.
Entity Central Index Key	0001953984
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	FGMK LLC
Auditor Location	Chicago, Illinois
Auditor Firm ID	3968
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001per 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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Equity Attributed to Legacy Wentworth Management Services LLC	Preferred Units Redeemable Series A Convertible Preferred Stock	Preferred Units Series B Convertible Preferred Stock	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 Redeemable Series A Convertible Preferred Stock	Accumulated Deficit Series B Convertible Preferred Stock	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	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
Shares issuance		$ 547												547
Shares issuance (in shares)		55,000
Dividends - Preferred stock					$ (1,094)	$ (31)						$ (1,094)	$ (31)
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
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)										(5,292)				(5,292)
Preferred stock, ending balance at Dec. 31, 2024		$ 14,947	$ 1,500									$ 14,947
Preferred stock ending balance (in shares) at Dec. 31, 2024		1,555,000	150,000									1,555,000
Ending balance at Dec. 31, 2024							22,984			(23,253)				16,178
Ending balance (in shares) at Dec. 31, 2024				16,603,000
Shares issuance		$ 721												721
Shares issuance (in shares)		71,000
Dividends - Preferred stock								$ (1,445)	$ (106)			$ (1,445)	$ (106)
Share based compensation							725							725
Share based compensation (in shares)				113,000
Change in value of cash flow hedge											$ (114)			(114)
Net Income (Loss)										2,308				2,308
Preferred stock, ending balance at Dec. 31, 2025		$ 15,668	$ 1,500									$ 15,668
Preferred stock ending balance (in shares) at Dec. 31, 2025		1,626,000	150,000									1,626,000
Ending balance at Dec. 31, 2025							$ 23,709			$ (22,496)	$ (114)			$ 18,267
Ending balance (in shares) at Dec. 31, 2025				16,716,000

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2025

SEGMENT INFORMATION

SEGMENT INFORMATION

25.SEGMENT INFORMATION

Effective with the consummation of the Business Combination, the Board confirmed Craig Gould as Chief Executive Officer (“CEO”) and David Shane as Chief Financial Officer (“CFO). The Company has concluded that the its Chief Operating Decision Maker (“CODM”) of the group includes the CEO and CFO of the Company.

Management of the Company has determined that it has one reportable segment, given the common nature of the Company’s operations, products and services, and regulatory environment. The Company provides a platform of brokerage and investment advisory services to independent financial advisors and advisors at other financial services companies from which the Company derives its revenues and incurs expenses. See Note 5 – Revenue from Contracts with Customers.

The CODM regularly reviews net income/(loss) before the provision or benefit for income taxes as presented in the Company’s consolidated statements of operations for purposes of assessing performance and making decisions regarding the allocation of resources. Expenses regularly reviewed by the CODM include those line items reported on the Company’s consolidated statement of operations, the most significant of which includes commissions and fees, employee compensation and benefits and professional fees. See the consolidated statements of operations and Note 3 – Summary of Significant Accounts Policies for additional information about these lines items and the related accounting policies.

- 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

RELATED-PARTY TRANSACTIONS (Details)	12 Months Ended
RELATED-PARTY TRANSACTIONS (Details)	Dec. 31, 2024 USD ($)
RELATED-PARTY TRANSACTIONS
Revenue	$ 1,000,000
Due to related party	(100)
Related party \| CLS
RELATED-PARTY TRANSACTIONS
Revenue	1,000,000
Due to related party	$ (100)

- Definition

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+ Details

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2025

BUSINESS COMBINATION

BUSINESS COMBINATION

2.BUSINESS COMBINATION

On July 7, 2022, Kingswood Acquisition Corp., a Delaware corporation (“KWAC”), Binah Capital Group, Inc., a Delaware corporation and wholly-owned subsidiary of KWAC (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Wentworth Merger Sub”), and the Company, entered into an agreement and plan of merger (the “Merger Agreement”).

Holdings, Kingswood Merger Sub and Wentworth Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions set forth in the Merger Agreement. Holdings is a wholly-owned direct subsidiary of KWAC. and both Kingswood Merger Sub and Wentworth Merger Sub are wholly-owned direct subsidiaries of Holdings. Pursuant to the Merger Agreement, at closing, each of the following transactions will occur in the following order: (i) Kingswood Merger Sub will merge with and into KWAC. (the “Kingswood Merger”), with KWAC surviving the Kingswood Merger as a wholly-owned subsidiary of Holdings (the “Kingswood Surviving Company”); (ii) simultaneously with the Kingswood Merger, Wentworth Merger Sub will merge with and into the Company (the “Wentworth Merger”), with the Company surviving the Wentworth Merger as a wholly-owned subsidiary of Holdings (the “Surviving Company”); and (iii) following the Wentworth Merger, Kingswood Surviving Company will acquire, and Holdings will contribute to Kingswood Surviving Company all of the common units of the Surviving Company directly held by Holdings after the Kingswood Merger (the “Holdings Contribution”), such that, following the Holdings Contribution, Surviving Company shall be a wholly-owned subsidiary of the Kingswood Surviving Company (the Kingswood Merger and the Wentworth Merger, together with the other transactions related thereto, the “Business Combination”).

On March 15, 2024 (the “Closing Date”), the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated July 7, 2022 (as amended, the “Merger Agreement” and the consummation of such contemplated transactions, the “Closing”), by and among Kingswood Acquisition Corp, a Delaware corporation (“KWAC”), Binah Capital, Kingswood Merger Sub, Inc., a Delaware corporation (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company (“Wentworth Merger Sub”), and BMS. Binah Capital, Kingswood Merger Sub and Wentworth Merger Sub were newly formed entities that were formed for the sole purpose of entering into and consummating the transaction set forth in the Merger Agreement. Binah Capital was a wholly-owned direct subsidiary of KWAC and both Kingswood Merger Sub and Wentworth Merger Sub were wholly-owned direct subsidiaries of Binah Capital. On the Closing Date, Kingswood Merger Sub merged with and into KWAC, with KWAC continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital and Wentworth Merger Sub merged with and into BMS, with BMS continuing as the surviving entity as a wholly-owned subsidiary of Binah Capital. Following the BMS merger, KWAC acquired, and Binah Capital contributed to KWAC all of the common units of BMS directly held by Binah Capital after the BMS merger, such that, following the Binah Capital contribution, BMS became a wholly-owned subsidiary of KWAC.

Notwithstanding the legal form of the Merger pursuant to the Business Combination Agreement, the Merger is accounted for as a reverse recapitalization. Under this method of accounting, KWAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the consolidated financial statements of Binah Capital represents a continuation of the consolidated financial statements of BMS with the business combination treated as the equivalent of the BMS issuing shares for the net assets of KWAC, accompanied by a recapitalization. The net assets of KWAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of BMS (See Note 4 – Mergers and Recapitalization).

Nasdaq Exchange Listing

On March 26, 2024, Holdings received approval for Holding’s securities to be listed on the Nasdaq Stock Market LLC. Holdings common stock is listed on the Nasdaq Global Market and its warrants will be listed on the Nasdaq Capital Market under the symbols “BCG” and “BCGWW”, respectively.

- Definition

The entire disclosure for business combination.

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+ Details

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Summary of income tax provision (benefit)


	2025		2024
Federal:
Current	$	1,036	$	584
Deferred		(723)		623

State and local:
Current		174		224
Deferred		(184)		(16)
Income tax provision	$	303	$	1,415

Summary of reconciliation of the U.S. federal statutory income tax rates to the Company's effective income tax rates

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2025:


	Amount		%
U.S. federal statutory rate	598		21.0	%
State income taxes, net of federal benefit¹	(47)		(1.6)	%
Non-deductible meals and entertainment	43		1.5	%
Gain/(loss) on the fair value of warrants	272		9.6	%
Section 831 (B)(2) election	15		0.5	%
Deferred adjustments	(84)		(3.0)	%
Change in valuation allowance	(448)		(15.8)	%
Other adjustments	(46)		(1.6)	%

Effective rate	303		10.6	%

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2024:


		Amount		%
U.S. federal statutory rate		(659)		21.0	%
State income taxes, net of federal benefit		161		(5.1)	%
Non-deductible meals and entertainment		33		(1.1)	%
Non-deductible transaction costs		148		(4.7)	%
Gain/(loss) on the fair value of warrants		(129)		4.1	%
Section 831 (B)(2) election		84		(2.7)	%
Deferred adjustments		990		(31.5)	%
Change in valuation allowance		3		(0.1)	%
Non-taxable pass through entities		569		(18.1)	%
Net operating loss true-up		216		(6.9)	%


Effective rate		1,415		(45.1)	%

Summary of temporary differences, and net operating loss carryforwards that give rise to deferred tax assets and liabilities


	2025		2024
Deferred tax assets/(liabilities):
Property, and equipment, net	$	(54)	$	(116)
Intangibles, net		307		246
IRC 163(j) interest limitation, carryover		281		340
Net operating loss		322		281
Share based compensation		127		—
Accrued compensation		353		—
Derivatives and hedging activities – other comprehensive income (loss)		39		—
Other		(69)		138
Total		1,306		889
Valuation Allowance		—		(529)
Net deferred tax asset	$	1,306	$	360

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

15.SHARE-BASED COMPENSATION

The Binah Capital Group, Inc. 2024 Equity Incentive Plan (the “Plan”) was established and effective March 15, 2024. The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.

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

Stock Options

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


		Number
		of Shares
Outstanding - January 1, 2025		—
Granted		872,500
Exercised		—
Forfeited and Expired		—
Outstanding - December 31, 2025		872,500
Exercisable		472,222
Exercisable and expected to vest December 31, 2025		472,222

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

Outstanding

Exercisable

Weighted-

Average

Number of

Exercise

Remaining

Number of

Exercise

Exercise Price

 

Shares

 

Price

 

Life (Years)

 

Shares

 

Price

$2.04

872,500

2.04

2.02

472,222

2.04

15.SHARE-BASED COMPENSATION (continued)

Restricted Stock and Stock Units

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


		Restricted Stock Awards					Restricted Stock Units
				Weighted-					Weighted-
				Average					Average
		Number of		Grant Date			Number of		Grant Date
		Shares		Fair Value			Units		Fair Value
Outstanding - January 1, 2025		—		$	—		—		$	—
Granted		112,843			2.01		500,000			2.04
Vested		112,843			2.01		—			—
Forfeited		—					—			—
Outstanding - December 31, 2025		112,843			2.01		500,000			2.04
Expected to vest - December 31, 2025		112,843		$	2.01		—		$	—

The Company grants restricted stock awards and restricted stock units to its employees and officers. Restricted stock awards and stock units must vest or are subject to forfeiture; however restricted stock awards are included in shares outstanding upon grant and have the same dividend and voting rights as the Company’s common stock. The Company recognized $0.5 million and $0.2 million of share-based compensation expense related to the vesting of the restricted stock awards and stock options during the year ended December 31, 2025. As of December 31, 2025, total unrecognized cost for restricted stock units and stock options was $1.1 million, which is expected to be recognized over the remaining period of 1.64 years.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Other Intangible Assets
Impairment of goodwill	$ 0.0	$ 0.0
Impairment of intangible assets	$ 0.0	$ 0.0
Minimum
Goodwill and Other Intangible Assets
Definite useful lives are amortized	5 years
Maximum
Goodwill and Other Intangible Assets
Definite useful lives are amortized	10 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.

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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

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

21.STOCKHOLDERS’ EQUITY

The Company is authorized to issue 57,500,000 shares consisting of the following:

●

2,000,000 shares of Series A Preferred Stock, par value $0.0001 per share, 1,626,000 shares issued and outstanding as of December 31, 2025; and

●

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

●

55,000,000 shares of Common Stock, par value $0.0001 per share, 16,716,000 shares issued and outstanding as of December 31, 2025.

- Definition

The entire disclosure for equity.

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+ Details

NET CAPITAL REQUIREMENTS (Details)	Dec. 31, 2025 item
NET CAPITAL REQUIREMENTS
Number of registered broker dealers	4

NET INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2025

NET INCOME (LOSS) PER SHARE

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

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


		For the year ended		For the year ended
		December 31, 2025		December 31, 2024
Net income (loss)		$	2,308	$	(5,292)
Series A preferred dividends			1,445		1,094
Series B preferred dividends			106		31
Net income (loss) available to common shareholders			757		(6,417)
Shares for basic and diluted calculation
Average shares used in basic computation			16,657		16,593
Dilutive effect of unvested stock units			318		—
Average shares used in diluted computation			16,975		16,593
Earnings (loss) per common share
Basic		$	0.05	$	(0.39)
Diluted		$	0.04	$	(0.39)

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

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


	For the year ended	For the year ended
	December 31, 2025	December 31, 2024
Warrants	15,148	15,148
Series A preferred stock	1,626	1,555
Series B preferred stock	150	150
Stock options	873	—
Unvested restricted stock units	182	—

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT

12 Months Ended

Dec. 31, 2025

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT

6.DUE FROM CLEARING BROKER AND CLEARING DEPOSIT

PKSI, CLS and WEG clear customer transactions through a clearing broker and, therefore, they operate pursuant to exemptions contained in Rule 15c3-3 of the Securities and Exchange Act of 1934. As of December 31, 2025 and 2024, clearing deposits, which are included in other assets on the consolidated statements of financial condition and receivables due from clearing brokers were as follows (in thousands):


		2025						2024
					Due from						Due from
		Clearing			Clearing			Clearing			Clearing
Entity		Deposit			Broker			Deposit			Broker
PKSI		$	562		$	424		$	543		$	430
CLS			234			182			230			147
WEG			175			101			175			296
Total		$	971		$	707		$	948		$	873

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
INCOME TAXES
Amounts accrued for interest or penalties on unrecognized tax benefits	$ 0	$ 0

WARRANTS - Warrant outstanding (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Public warrants
WARRANTS
Warrants outstanding	15,147,958	15,147,958

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS

INTANGIBLE ASSETS

9.INTANGIBLE ASSETS

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


				Gross
		Estimated		Carrying			Accumulated			Net Carrying
		Useful Life		Amount			Amortization			Amount
Trade name		10 years		$	3,500		$	2,829		$	671

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

 

Gross

 

Estimated

Carrying

Accumulated

Net Carrying

Useful Life

Amount

Amortization

Amount

Trade name

10 years

3,500

2,479

1,021

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

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


2026	$	350
2027		321
	$	671

NET INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2025

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE

18.NET INCOME (LOSS) PER SHARE

The Series A and Series B Preferred Stock does not have similar economic rights to the common stock and management does not consider them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A and Series B Preferred Stock outstanding during the period was not included in the calculation of weighted average common stock outstanding. Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes warrants, Series A Preferred Stock, Series B Preferred Stock, options and unvested restricted stock) and accordingly, as applicable adjusting net income to add back any changes in earnings that reduce earnings per common share in the period associated with the potential common stock equivalents.

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


		For the year ended		For the year ended
		December 31, 2025		December 31, 2024
Net income (loss)		$	2,308	$	(5,292)
Series A preferred dividends			1,445		1,094
Series B preferred dividends			106		31
Net income (loss) available to common shareholders			757		(6,417)
Shares for basic and diluted calculation
Average shares used in basic computation			16,657		16,593
Dilutive effect of unvested stock units			318		—
Average shares used in diluted computation			16,975		16,593
Earnings (loss) per common share
Basic		$	0.05	$	(0.39)
Diluted		$	0.04	$	(0.39)


	For the year ended	For the year ended
	December 31, 2025	December 31, 2024
Warrants	15,148	15,148
Series A preferred stock	1,626	1,555
Series B preferred stock	150	150
Stock options	873	—
Unvested restricted stock units	182	—

During the preparation of the current period financial statements, the Company identified an immaterial error in the calculation of EPS for the prior periods. The error did not impact net income, total equity, or cash flows. The EPS figures for the prior periods have been revised accordingly in the comparative presentation. Management has concluded that the correction is not material to the prior period financial statements and does not require restatement.

MERGER AND RECAPITALIZATION

12 Months Ended

Dec. 31, 2025

MERGER AND RECAPITALIZATION

MERGER AND RECAPITALIZATION

4.MERGER AND RECAPITALIZATION

Upon the consummation of the Business Combination, (i) the holders of shares of KWAC’s common stock (“KWAC. Common Stock”) issued and outstanding immediately prior to the effective time of the Business Combination (other than any redeemed shares) received one share of common stock of Holdings (“Holdings Common Stock”) in exchange for each share of KWAC Common Stock held by them, subject to adjustment as more fully described herein, (ii) 1,100,000 shares of Holdings Common Stock issued to Sponsor was placed by Holdings into an escrow account and will not be released to the Sponsor unless the dollar volume-weighted average price of Holdings Common Stock exceeds $12.00 for 20 trading days within any 30-day trading period during the four-year period following the consummation of the Business Combination, (iii) the holders of each whole warrant to purchase KWAC Class A Common Stock received one warrant to purchase Holdings Common Stock at an exercise price of $11.50 per share, (iv) 12 million shares of Holdings Common Stock, subject to adjustment as more fully described herein, was issued to the equity holders of BMS in proportion to their ownership interests in BMS, (v) an additional 1,100,000 shares of Holdings Common Stock was issued to certain equity holders of BMS, (vi) 3,084,450 KWAC Private Placement Warrants held by Sponsor were forfeited immediately prior to the effective time of the Business Combination, and (vii) 3,084,450 warrants to purchase Holding Common Stock at an exercise price of $11.50 per share were issued to the equity holders of BMS in proportion to their ownership interests in BMS. As a result of the Business Combination, BMS became an indirect, wholly-owned subsidiary of Holdings.

Additionally, on the Closing Date, Holdings entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “Holdings Series A Stock”) in a private placement at $9.60 per share, for an aggregate purchase price of $14.4 million (the “Series A PIPE”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.

Holdings applied to have the Holdings common stock and Holdings warrants listed on the Nasdaq Global Market (the “Nasdaq”) under the symbols BCG and BCGWW, respectively. Prior to the mergers, the KWAC Class A Common Stock and KWAC Public Warrants were listed on the OTC Exchange under the symbols “KWAC” and “KWAC.WS,” respectively.

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 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 year ended December 31, 2025:


		Number
		of Shares
Outstanding - January 1, 2025		—
Granted		872,500
Exercised		—
Forfeited and Expired		—
Outstanding - December 31, 2025		872,500
Exercisable		472,222
Exercisable and expected to vest December 31, 2025		472,222

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

Outstanding

Exercisable

Weighted-

Average

Number of

Exercise

Remaining

Number of

Exercise

Exercise Price

 

Shares

 

Price

 

Life (Years)

 

Shares

 

Price

$2.04

872,500

2.04

2.02

472,222

2.04

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		112,843			2.01		500,000			2.04
Vested		112,843			2.01		—			—
Forfeited		—					—			—
Outstanding - December 31, 2025		112,843			2.01		500,000			2.04
Expected to vest - December 31, 2025		112,843		$	2.01		—		$	—

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 3,726	$ 3,664
Less: accumulated depreciation and amortization	(3,384)	(3,065)
Property and equipment, net	342	599
Depreciation and amortization	300	400
Computer hardware
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	2,714	2,652
Office furniture and equipment
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	971	971
Leasehold improvements
PROPERTY AND EQUIPMENT, NET
Property and equipment, gross	$ 41	$ 41

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Assets:
Cash, cash equivalents and restricted cash	$ 10,716	$ 8,486
Receivables, net:
Commission receivable	10,441	9,198
Due from clearing broker	707	873
Other	1,261	938
Property and equipment, net	342	599
Right of use assets	3,097	3,730
Intangible assets, net	671	1,021
Goodwill	39,839	39,839
Other assets	3,141	1,993
TOTAL ASSETS	70,215	66,677
Liabilities:
Accounts payable, accrued expenses and other liabilities	13,103	10,208
Commissions payable	12,632	11,468
Operating lease liabilities	3,221	3,820
Notes payable, net of unamortized debt issuance costs of $590 and $739 as of December 31, 2025 and December 31, 2024, respectively	17,679	19,561
Promissory notes-affiliates	5,313	5,442
TOTAL LIABILITIES	51,948	50,499
Stockholders' Equity and Members' Equity:
Common stock, $0.0001 par value, 55,000,000 authorized, 16,716,000 and 16,602,460 issued and outstanding at December 31, 2025 and December 31, 2024, respectively	0	0
Additional paid-in-capital	23,709	22,984
Accumulated deficit	(22,496)	(23,253)
Accumulated other comprehensive (loss)	(114)	0
Total Stockholders' Equity and Mezzanine Equity	18,267	16,178
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	70,215	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, 1,626,000 and 1,555,000 shares outstanding at December 31, 2025 and December 31, 2024, respectively	15,668	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 December 31, 2025 and December 31, 2024	$ 1,500	$ 1,500

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 2,308	$ (5,292)

- Definition

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

+ References

+ Details

RETIREMENT PLAN (Details) $ in Thousands	12 Months Ended
RETIREMENT PLAN (Details) $ in Thousands	Dec. 31, 2025 USD ($) age	Dec. 31, 2024 USD ($)
BMS 401(k) Profit Sharing Plan
RETIREMENT PLAN
Maximum contribution percentage of employee's pay	3.50%
Employee age \| age	21
Months of participation	3 months
contribution to the plan	$ 600
PKSI 401(k) retirement plan
RETIREMENT PLAN
contribution to the plan		$ 400
WEG 401(k) plan
RETIREMENT PLAN
contribution to the plan		$ 30

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	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Warrants
NET INCOME (LOSS) PER SHARE
Antidilutive securities	15,148	15,148
Series A Preferred Stock
NET INCOME (LOSS) PER SHARE
Antidilutive securities	1,626	1,555
Series B Preferred Stock
NET INCOME (LOSS) PER SHARE
Antidilutive securities	150	150
Employee Stock Option
NET INCOME (LOSS) PER SHARE
Antidilutive securities	873
Unvested restricted stock units
NET INCOME (LOSS) PER SHARE
Antidilutive securities	182

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reportable Segment (Details)	12 Months Ended
	Dec. 31, 2025 segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable segments	1

MERGER AND RECAPITALIZATION (Details) $ / shares in Units, $ in Millions	Mar. 15, 2024 USD ($) item $ / shares shares	Dec. 31, 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 \| $	$ 14.4
Conversion shares	1.5

CREDIT RISK AND CONCENTRATIONS

12 Months Ended

Dec. 31, 2025

CREDIT RISK AND CONCENTRATIONS

CREDIT RISK AND CONCENTRATIONS

24.CREDIT RISK AND CONCENTRATIONS

Financial instruments that subject the Company to credit risk consist principally of receivables and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its counterparties and, based upon factors surrounding the credit risk of its counterparties, establishes an allowance for credit losses and, consequently, believes that its receivables credit risk exposure beyond such allowances is limited.

- 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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-Topic 825
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-Paragraph 21
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+ Details

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2025

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

13.SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

On March 15, 2024 (the “Funding Date”), in connection with the consummation of the Business Combination, Holdings and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “Holdings Series A Stock”) in a private placement at $9.60 per share, for an aggregate purchase price of $14.4 million (the “Series A PIPE”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.

Additionally, the Holdings Series A Stock carries a cumulative dividend at a rate of nine percent (9%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $10 per share. As of December 31, 2025, the Company accrued 50% of the dividend to be paid in cash in the amount of $0.2 million and paid an in-kind dividend in the amount of $0.2 million. As of December 31, 2024, the Company accrued 50% of the dividend to be paid in cash in the approximate amount of $0.2 million. For the years ended December 31, 2025 and 2024, the Company paid dividends under the Series A Stock in the amount of approximately $1.4 million and $1.1 million, respectively.

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

●

The greater of $12.50 per share of Holdings Series A Stock if such liquidation occurs prior to the first anniversary of the Funding Date;

●

$13.00 per share of Holdings Series A Stock if such liquidation occurs prior to the second anniversary of the Funding Date;

●

$15.00 per share of Holdings Series A Stock if such liquidation occurs prior to the third anniversary of the Funding Date;

●

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

13.SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (continued)

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

●

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

●

$13.00 per share of Series A Stock on the second anniversary of the Funding Date;

●

$15.00 per share of Series A Stock on the third anniversary of the Funding Date;

●

$16.00 per share of Series A Stock on the fourth anniversary of the Funding Date;

If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date.

SHARE-BASED COMPENSATION - Narratives (Details) - 2024 equity incentive plan $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) shares
Share-Based Compensation
Base reserve \| shares	1,600,000
Recognition period	1 year 7 months 20 days
Restricted Stock Units
Share-Based Compensation
Share based compensation expense for restricted stock awards and stock options	$ 0.5
Unrecognized cost	1.1
Employee Stock Option
Share-Based Compensation
Share based compensation expense for restricted stock awards and stock options	$ 0.2
Maximum
Share-Based Compensation
Percentage of annual increase	10.00%

STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 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	16,716,000	16,602,460
Common stock shares outstanding	16,716,000	16,602,460
Series A Redeemable Convertible Preferred Stock
COMMON STOCK, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
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 issued	1,626,000
Redeemable convertible preferred stock shares outstanding	1,626,000	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

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
INTANGIBLE ASSETS
Net Carrying Amount	$ 671
Amortization expense	$ 600	$ 600
Trade name
INTANGIBLE ASSETS
Estimated Useful Life	10 years	10 years
Gross Carrying Amount	$ 3,500	$ 3,500
Accumulated Amortization	2,829	2,479
Net Carrying Amount	$ 671	$ 1,021

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

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+ Details

- 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

NET CAPITAL REQUIREMENTS

12 Months Ended

Dec. 31, 2025

NET CAPITAL REQUIREMENTS

NET CAPITAL REQUIREMENTS

23.NET CAPITAL REQUIREMENTS

The Company operates four registered broker-dealers that are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1). This requires the Company to maintain certain minimum net capital requirements. At December 31, 2025 and 2024, all broker-dealers had net capital in excess of the required minimums.

- 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

INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2025 USD ($)
INTANGIBLE ASSETS
2026	$ 350
2027	321
Net Carrying Amount	$ 671

RETIREMENT PLAN

12 Months Ended

Dec. 31, 2025

RETIREMENT PLAN

RETIREMENT PLAN

22.RETIREMENT PLAN

The Company maintains a 401(k) retirement plan for the benefit of its employees. Prior to January 1, 2025, PKSI and WEG each maintained their own respective 401(k) retirement plans for its employees. Effective January 1, 2025, the WEG plan was merged into the PKSI plan, then the PKSI plan was renamed the Binah Management Services 401(k) Profit Sharing Plan (the “Plan”). Contributions to the Plan are limited to a maximum of 3.5% of employee compensation and are based upon employee contributions. Employees must be 21 years of age and employed for three months to participate. For the year ended December 31, 2025, BMS contributed approximately $0.6 million to the Plan. For the year ended December 31, 2024, the PKSI contribution to the plan amounted to approximately $0.4 million. For the year ended December 31, 2024, WEG contributed approximately $0.03 million to its plan.

- Definition

The entire disclosure for retirement benefits.

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+ Details

REVENUES FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Jan. 01, 2024
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 182,041	$ 164,391
Receivables from contracts with customers	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	71,225	62,827
Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	110,816	101,564
Variable annuities and other insurance commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	106,839	100,434
Variable annuities and other insurance commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	44,136	40,852
Variable annuities and other insurance commissions \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	62,704	59,582
Mutual fund commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	24,038	21,134
Mutual fund commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	4,814	4,204
Mutual fund commissions \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	19,224	16,930
Securities commissions
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	11,818	11,788
Securities commissions \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	11,818	11,788
Alternative investments
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	10,745	6,096
Alternative investments \| Sales-based (Point in time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	10,457	5,983
Alternative investments \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	287	113
Advisory fees
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	28,601	24,939
Advisory fees \| Trailing (Over time)
REVENUES FROM CONTRACTS WITH CUSTOMERS
Revenues From Contracts with Customers	$ 28,601	$ 24,939

DEBT - Maturities of the notes (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Maturities of the notes
2026	$ 2,030
2027	3,045
2028	3,045
2029	10,149
Total	$ 18,269

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2025

WARRANTS

Summary of warrants outstanding

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


Class of Warrants		Number Outstanding
Public warrants		15,147,958

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT (Tables)

12 Months Ended

Dec. 31, 2025

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT

Schedule for due from clearing broker and clearing deposit

As of December 31, 2025 and 2024, clearing deposits, which are included in other assets on the consolidated statements of financial condition and receivables due from clearing brokers were as follows (in thousands):


		2025						2024
					Due from						Due from
		Clearing			Clearing			Clearing			Clearing
Entity		Deposit			Broker			Deposit			Broker
PKSI		$	562		$	424		$	543		$	430
CLS			234			182			230			147
WEG			175			101			175			296
Total		$	971		$	707		$	948		$	873

SERIES B CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2025

SERIES B CONVERTIBLE PREFERRED STOCK

SERIES B CONVERTIBLE PREFERRED STOCK

14.SERIES B CONVERTIBLE PREFERRED STOCK

On September 4, 2024, the Company entered into a Subscription Agreement with an investor for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock, par value $.0001 (the “Holdings Series B Stock”) in a private placement at $10.00 per share, for an aggregate purchase price of $1.5 million. The Holdings Series B Stock may be converted into shares of Holdings Common Stock, at the option of the investor at a rate equal to the quotient of (i) $10.00 divided, by (ii) the product of (A).80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30-day period immediately prior to such conversion, provided that in no event shall the denominator be less than $6.00 per share (the “Conversion Rate”).

Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent (7%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $10 per share. As of December 31, 2025 and 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statements of financial condition, is an accrued dividend in the amount $0.03 and $0.03, respectively, that was paid subsequent to December 31, 2025 and 2024. For the year ended December 31, 2025 and 2024 total dividends related to the Holdings Series B Stock amounted to approximately $0.1 million and $0.03 million, respectively.

The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30-day period immediately prior to the redemption; provided that such price shall not greater than $20.00.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contracts with Customers:
Commissions	$ 153,440	$ 139,452
Advisory fees	28,601	24,939
Total Revenue from Contracts with Customers	182,041	164,391
Interest and other income	5,103	4,512
Total revenues	187,144	168,903
Expenses:
Commissions and fees	149,277	135,280
Employee compensation and benefits	18,885	15,544
Rent and occupancy	1,141	1,150
Professional fees	2,265	6,971
Technology fees	2,963	1,292
Interest	2,119	4,026
Depreciation and amortization	697	1,019
Other	7,186	6,768
Total expenses	184,533	172,050
Income (loss) before provision for income taxes	2,611	(3,147)
Provision for income taxes	303	1,415
Net income (loss)	2,308	(4,562)
Net income attributable to Legacy Wentworth Management Services LLC members		730
Net income (loss) attributable to Binah Capital Group, Inc.	$ 2,308	$ (5,292)
Net income (loss) per share basic (in dollars per share)	$ 0.05	$ (0.39)
Net income (loss) per share diluted (in dollars per share)	$ 0.04	$ (0.39)
Weighted average shares outstanding: basic (in shares)	16,657	16,593
Weighted average shares outstanding: diluted (in shares)	16,975	16,593

LEASES (Details)	12 Months Ended
LEASES (Details)	Dec. 31, 2025
LEASES
Renewal option	false
Minimum
LEASES
Term of lease	1 year
Renewal term	2 years
Maximum
LEASES
Renewal term	10 years

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Promissory notes-affiliates	$ 3,800
Issued stock obligations	4,300
Dividend paid in kind	$ 547

SHARE-BASED COMPENSATION - Restricted Stock and Stock Units (Details)	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Restricted Stock
Number of Shares
Granted \| shares	112,843
Vested \| shares	112,843
Ending balance (in shares) \| shares	112,843
Expected to vest \| shares	112,843
Weighted - Average Grant Date Fair Value
Granted (in dollars per shares) \| $ / shares	$ 2.01
Vested (in dollars per shares) \| $ / shares	2.01
Ending balance (in dollars per shares) \| $ / shares	2.01
Expected to vest (in dollars per shares) \| $ / shares	$ 2.01
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

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS

Schedule of components of intangible assets

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


				Gross
		Estimated		Carrying			Accumulated			Net Carrying
		Useful Life		Amount			Amortization			Amount
Trade name		10 years		$	3,500		$	2,829		$	671

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

 

Gross

 

Estimated

Carrying

Accumulated

Net Carrying

Useful Life

Amount

Amortization

Amount

Trade name

10 years

3,500

2,479

1,021

Schedule of future amortization expense

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


2026	$	350
2027		321
	$	671

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

LEASES

Summary of components of lease cost

The components of lease cost for the years ended December 31, 2025 and 2024 are as follows (in thousands):


	2025		2024
Operating lease cost	$	1,097	$	1,112
Variable lease cost		44		38
Total lease cost	$	1,141	$	1,150

Summary of amounts reported in the consolidated statements of financial condition related to lease

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


	2025		2024
Operating lease ROU assets	$	3,097	$	3,730
Operating lease liabilities	$	3,221	$	3,820

Summary of other supplemental information related to leases

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


	2025		2024
Operating leases	$	599	$	464

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


	2025	2024
Operating leases	4.7 years	5.7 years

Weighted-average discount rate as of December 31, 2025 and 2024:


	2025		2024
Operating leases	5.5	%	5.5	%

Summary of maturities of lease liabilities

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


2026	$	767
2027		731
2028		731
2029		731
2030		670
		3,630
Less: Imputed interest		409
Lease liability	$	3,221


2026	$	169
2027		187
2028		190
2029		102
Total	$	648

INCOME TAXES - Reconciliation of the U.S. statutory federal income tax rate to the Company's effective tax rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Reconciliation of the U.S. federal statutory income tax rates
U.S. federal statutory rate	$ 598	$ (659)
State income taxes, net of federal benefit	$ (47)	161
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]	stpr:CA, stpr:IL, stpr:NJ, stpr:NY, stpr:TX
Non-deductible meals and entertainment	$ 43	33
Non-deductible transaction costs		148
Gain/(loss) on the fair value of warrants	272	(129)
Section 831 (B)(2) election	15	84
Deferred adjustments	(84)	990
Change in valuation allowance	(448)	3
Non-taxable pass through entities		569
Net operating loss true-up		216
Other adjustments	(46)
Income tax provision	$ 303	$ 1,415
Tax Jurisdiction of Domicile [Extensible Enumeration]	country:US	country:US
Reconciliation of the U.S. federal statutory income tax rates and the Company's effective tax rate
U.S federal statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	(1.60%)	(5.10%)
Non-deductible meals and entertainment	1.50%	(1.10%)
Non-deductible transaction costs		(4.70%)
Gain/(loss) on the fair value of warrants	9.60%	4.10%
Section 831 (B)(2) election	0.50%	(2.70%)
Deferred adjustments	(3.00%)	(31.50%)
Change in valuation allowance	(15.80%)	(0.10%)
Non-taxable pass through entities		(18.10%)
Net operating loss true-up		(6.90%)
Other adjustments	(1.60%)
Effective rate	10.60%	(45.10%)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash Flows From Operating Activities
Net income (loss)	$ 2,308	$ (4,562)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	697	1,019
Deferred income taxes	(907)	607
Amortization of debt issuance costs	148	645
Non-cash lease expense	633	602
Change in allowance for credit losses		468
Share-based compensation	725
Changes in operating assets and liabilities:
Due from clearing broker	166	(242)
Commissions receivable	(1,243)	(978)
Other receivables	(323)	181
Other assets	(263)	98
Accounts payable and accrued expenses	2,647	1,024
Commissions payable	1,164	792
Operating lease liabilities	(599)	(561)
Net Cash Provided By (Used In) Operating Activities	5,151	(617)
Cash Flows From Investing Activities
Purchases of property and equipment	(61)	(85)
Net Cash Used In Investing Activities	(61)	(85)
Cash Flows From Financing Activities
Borrowings under note payable		20,300
Payment of debt issuance costs		(739)
Repayment - notes payable	(2,030)	(21,467)
Repayment of promissory notes-affiliates		(3,445)
Repayment of borrowings from members		(903)
Net payment for reverse merger and recapitalization		(7,863)
Proceeds from Series A redeemable convertible preferred stock issuance		14,400
Proceeds from Series B convertible stock issurance		1,500
Dividend Series A - redeemable convertible preferred stock	(724)	(547)
Dividend Series B - redeemable convertible preferred stock	(106)
Proceeds from exercise of warrants		416
Distribution of capital		(85)
Net Cash (Used In) Provided By Financing Activities	(2,860)	1,567
Net Change in Cash, Cash Equivalents and Restricted Cash	2,230	865
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	8,486	7,621
Cash, Cash Equivalents and Restricted Cash - End of Period	10,716	8,486
Cash Paid During the Period for:
Interest	1,611	2,632
Income taxes	$ 469	271
Affiliates
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Capitalized interest - promissory notes		218
Members
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Capitalized interest - promissory notes		$ 72

LEASES - Amounts reported in the consolidated statements of financial condition (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Amounts reported in the consolidated statements of financial condition
Operating lease ROU assets	$ 3,097	$ 3,730
Operating lease liability	$ 3,221	$ 3,820

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

PROMISSORY NOTES - AFFILIATES

12 Months Ended

Dec. 31, 2025

PROMISSORY NOTES - AFFILIATES

PROMISSORY NOTES - AFFILIATES

11.PROMISSORY NOTES – AFFILIATES

On November 30, 2017, WMS issued subordinated promissory notes in the aggregate principal amount of approximately $3.6 million to certain sellers in connection with the acquisition of the PKSH Entities. These notes had a maturity date of May 17, 2023, and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were restructured.

Additionally, in connection with the acquisition of the PKSH Entities, the Company agreed to pay contingent consideration in the amount of $5.0 million to certain sellers. The conditions related to this contingency were met on November 30, 2018, and thus the notes have been issued to the sellers. These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were restructured.

In connection with the closing of the Business Combination, the Company paid approximately $3.5 million on these notes. In addition to the paydown, the noteholders agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate, which remain outstanding as of December 31, 2025 and 2024. The terms of these new promissory notes provide for maturity on May 15, 2027, and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum. Related interest was approximately $0.5 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.

LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Feb. 04, 2026	Dec. 31, 2025	Dec. 31, 2024
Maturities of lease liabilities
2026		$ 767
2027		731
2028		731
2029		731
2030		670
Total		3,630
Less: Imputed interest		409
Operating lease liabilities		$ 3,221	$ 3,820
Subsequent event
Maturities of lease liabilities
2026	$ 169
2027	187
2028	190
2029	102
Total	$ 648

WARRANTS

12 Months Ended

Dec. 31, 2025

WARRANTS

WARRANTS

16.WARRANTS

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


Class of Warrants		Number Outstanding
Public warrants		15,147,958

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. A holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per share if the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. The Warrants will expire five years after the Closing Date or earlier upon redemption or liquidation.

The Warrants are classified as derivative liabilities under ASC Topic 480 or ASC Topic 815. At December 31, 2025 and December 31, 2024, the fair value of the warrant liabilities is approximately $2.3 million and $1.0 million, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated statement of financial condition as of December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, included in other expenses on the consolidated statement of operations is unrealized (loss)/gain on the warrants in the amount of approximately $(1.3) million and $0.6 million, respectively.

LEASES

12 Months Ended

Dec. 31, 2025

LEASES

LEASES

12.LEASES

The Company has obligations as a lessee for office space with initial noncancelable terms in excess of one year. The Company classifies these leases as operating leases. These leases generally contain renewal options for periods ranging from 2 to 10 years. Because the Company is not reasonably certain to exercise these renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments used to determine the lease liability. The Company’s leases do not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contracts include fixed payments plus, for many of the Company’s leases, variable payments. The Company’s office space leases require it to make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred.

The components of lease cost for the years ended December 31, 2025 and 2024 are as follows (in thousands):


	2025		2024
Operating lease cost	$	1,097	$	1,112
Variable lease cost		44		38
Total lease cost	$	1,141	$	1,150

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

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


	2025		2024
Operating lease ROU assets	$	3,097	$	3,730
Operating lease liabilities	$	3,221	$	3,820

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

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


	2025		2024
Operating leases	$	599	$	464

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


	2025	2024
Operating leases	4.7 years	5.7 years

Weighted-average discount rate as of December 31, 2025 and 2024:


	2025		2024
Operating leases	5.5	%	5.5	%

12.LEASES (continued)

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


2026	$	767
2027		731
2028		731
2029		731
2030		670
		3,630
Less: Imputed interest		409
Lease liability	$	3,221

Subsequent to December 31, 2025, on February 4, 2026, WEG entered into an a first amendment for their existing office space to extend the lease from May 1, 2026 through August 1, 2029. Additionally, on January 7, 2026, the Company entered into a lease for office space with a term beginning in February 2026 through June 2029. Future minimum payments on these leases are as follows:


2026	$	169
2027		187
2028		190
2029		102
Total	$	648

DUE FROM CLEARING BROKER AND CLEARING DEPOSIT (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
DUE FROM CLEARING BROKER AND CLEARING DEPOSIT
Clearing Deposit	$ 971	$ 948
Due from Clearing Broker	707	873
PKSI
DUE FROM CLEARING BROKER AND CLEARING DEPOSIT
Clearing Deposit	562	543
Due from Clearing Broker	424	430
CLS
DUE FROM CLEARING BROKER AND CLEARING DEPOSIT
Clearing Deposit	234	230
Due from Clearing Broker	182	147
WEG
DUE FROM CLEARING BROKER AND CLEARING DEPOSIT
Clearing Deposit	175	175
Due from Clearing Broker	$ 101	$ 296

FAIR VALUE

12 Months Ended

Dec. 31, 2025

FAIR VALUE

FAIR VALUE

7.FAIR VALUE

FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:

●

Level 1 - Inputs use quoted unadjusted prices in active markets for identical assets or liabilities that the Company can access.

●

Level 2 - Fair value measurements use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

●

Level 3 - Inputs that are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The inputs or methodology used for valuing assets and liabilities are not necessarily an indication of the risk associated with investing in those assets and liabilities.

Certain financial instruments are carried at cost on the consolidated statements of financial condition, which approximates fair value due to their short-term, highly liquid nature. The carrying value of debt approximates their fair value since the interest rates on these obligations represent current market rates.

Derivatives are valued using quoted market prices for identical instruments when available or observable inputs from forward and futures yield curves. The valuation models use required observable inputs including contractual terms, market process, yield curves, credit curves and measures of volatility. Our derivatives are classified as Level 2. The counterparty to our derivative transaction is a regulated bank. Management has determined that the counterparty credit risk associated with its derivative transaction is not significant. Accordingly, the recorded fair value has not been adjusted to reflect counterparty risk.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

REVENUES FROM CONTRACTS WITH CUSTOMERS

12 Months Ended

Dec. 31, 2025

REVENUES FROM CONTRACTS WITH CUSTOMERS

REVENUES FROM CONTRACTS WITH CUSTOMERS

5.REVENUES FROM CONTRACTS WITH CUSTOMERS

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are analyzed to determine whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the product or service before control is transferred to a customer. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred and discretion in establishing the price.

Commissions

Commission revenues represent sales commissions generated by advisors for their clients’ purchases and sales of securities on exchanges and over-the-counter, as well as purchases of other investment products. The Company views the selling, distribution and marketing, or any combination thereof, of investment products to such clients as a single performance obligation to the product sponsors.

The Company is the principal for commission revenues, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing its obligations. Accordingly, total commission revenues are reported on a gross basis.

5.REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

The Company generates two types of commission revenue: sales-based commissions that are recognized at the point of sale on the trade date and trailing commissions that are recognized over time as earned. Sales-based commission revenues vary by investment product and are based on a percentage of an investment product’s current market value at the time of purchase. Trailing commission revenues are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the period during which services, such as ongoing support, are performed. As trailing commission revenues are based on the market value of clients’ investment holdings, the consideration is variable, and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts. The constraint is removed once the value of the clients’ investment holdings can be determined.

Advisory Fees

Advisory fees represent fees charged to advisors’ clients’ accounts on the Company’s corporate advisory platform. The Company provides ongoing investment advice, brokerage and execution services on transactions, and performs administrative services for these accounts. This series of performance obligations transfers control of the services to the client over time as the services are performed. These revenues are recognized ratably over time to match the continued delivery of the performance obligations to the client over the life of the contract. The advisory revenues generated from the Company’s corporate advisory platform are based on a percentage of the market value of the eligible assets in the clients’ advisory accounts. As such, the consideration for these revenues is variable and an estimate of the variable consideration is constrained due to dependence on unpredictable market impacts on client portfolio values. The constraint is removed once the value of the clients’ investments holdings can be determined.

The Company provides advisory services to clients on its corporate advisory platform through the advisor. The Company is the principal in these arrangements and recognizes advisory revenues on a gross basis, as the Company is responsible for satisfying the performance obligations and has control over determining the fees.

The following table presents total revenues from contracts with customers disaggregated by investment product for the years ended December 31 (in thousands):


	For the years ended December 31,
Revenue From Contracts With Customers	2025			2024
Variable annuities and other insurance commissions	$	106,839		$	100,434
Mutual fund commissions		24,038			21,134
Securities commissions		11,818			11,788
Alternative investments		10,745			6,096
Advisory fees		28,601			24,939
Total Revenue From Contracts With Customers	$	182,041		$	164,391

5.REVENUES FROM CONTRACTS WITH CUSTOMERS (continued)

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


Sales-based (Point in time)		2025			2024
Variable annuities and other insurance commissions		$	44,136		$	40,852
Mutual fund commissions			4,814			4,204
Securities commissions			11,818			11,788
Alternative investments			10,457			5,983
Total Sales Based Revenues		$	71,225		$	62,827


Trailing (Over time)		2025			2024
Variable annuities and other insurance commissions		$	62,704		$	59,582
Mutual fund commissions			19,224			16,930
Advisory fees			28,601			24,939
Alternative investments			287			113
Total Trailing Revenues			110,816			101,564
Total Revenue From Contracts With Customers		$	182,041		$	164,391

Contract Balances

The timing of revenue recognition may differ from the timing of payment by the Company’s customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. The Company records a contract asset when the Company has recognized revenue prior to payment but the Company’s right to payment is conditional on something other than the passage of time. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenues (a contract liability) until the performance obligations are satisfied. As of December 31, 2025 and 2024, the Company had receivables from contracts with customers, net of an allowance for credit losses, totaling approximately $11.1 million and $10.1 million, respectively. The opening balance of receivables from contracts with customers was approximately $8.9 million as of January 1, 2024. As of December 31, 2025, December 31, 2024, and January 1, 2024, the Company had no liabilities from contracts with customers.

Interest and Other Income

The Company earns interest income from client margin accounts and cash equivalents. This revenue is not generated from contracts with customers. Additionally, the Company receives marketing fees and sponsorship income.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

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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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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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+ Details

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	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
NET INCOME (LOSS) PER SHARE
Net Income (Loss)	$ 2,308	$ (5,292)
Net income (loss) available to common shareholders	$ 757	$ (6,417)
Shares for basic and diluted calculation
Average shares used in basic computation	16,657	16,593
Dilutive effect of unvested stock units	318
Average shares used in diluted computation	16,975	16,593
Earnings (loss) per common share
Earnings per common share - Basic (in dollars per share)	$ 0.05	$ (0.39)
Earnings per common share - Diluted (in dollars per share)	$ 0.04	$ (0.39)
Series A Preferred Stock
NET INCOME (LOSS) PER SHARE
Preferred stock dividends and other adjustments	$ 1,445	$ 1,094
Series B Preferred Stock
NET INCOME (LOSS) PER SHARE
Preferred stock dividends and other adjustments	$ 106	$ 31

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Unamortized debt issuance costs	$ 590	$ 739
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	55,000,000	55,000,000
Common stock shares issued	16,716,000	16,602,460
Common stock shares outstanding	16,716,000	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	1,626,000	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

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2025

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

19.COMMITMENTS AND CONTINGENCIES

Litigation

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the accompanying consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed.

There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The Company is a defendant or respondent in various pending and threatened arbitrations, administrative proceedings and lawsuits seeking compensatory damages. Claim amounts are infrequently indicative of the actual amounts the Company will be liable for, if any. Many of these claimants also seek, in addition to compensatory damages, punitive or treble damages, and all seek interest, costs and fees. These matters arise in the normal course of business. The Company intends to vigorously defend itself in these actions, and the ultimate outcome of these matters cannot be determined at this time.

In many lawsuits, arbitrations, and regulatory proceedings, it is not possible to determine whether a liability has been incurred or to estimate the amount of that liability until the matter is close to resolution. However, accruals are reviewed regularly and are adjusted to reflect management’s estimates of the impact of developments, rulings, advice of counsel and any other information pertinent to a particular matter.

Because of the inherent difficulty in predicting the ultimate outcome of legal and regulatory actions, management cannot predict with certainty the eventual loss or range of loss related to such matters. The Company believes, based upon current information, that the outcome of any such legal proceeding, claim, dispute, or investigation will not have a material effect on the Company’s financial position, results of operations or cash flows. However, the actual outcomes of such legal proceedings, claims, disputes, or investigations could be material to the Company’s operating results and cash flows for a particular future period as additional information is obtained.

PKSI, a subsidiary of the Company, has responded to an informal inquiry from FINRA in connection with its accounting of a transaction that occurred during the year ending December 31, 2025. The accounting for the transaction in question has been accounted for in the accompanying consolidated financial statements. The Company believes, based upon current information, that the outcome of this inquiry will not have a material effect on our financial position, results of operations or cash flows.

19.COMMITMENTS AND CONTINGENCIES (continued)

Indemnification

The activities of the Company’s customers are transacted on either a cash or margin basis through the facilities of its clearing broker. In margin transactions, the clearing broker extends credit to the customers, subject to various regulatory and margin requirements, collateralized by cash and securities in the customer’s account. In connection with these activities, the clearing broker may also execute and clear customer transactions involving the sale of securities not yet purchased.

The clearing broker monitors required margin levels daily and, pursuant to such guidelines, requires the customers to deposit additional collateral, or reduce positions, when necessary.

These transactions may expose the Company to significant off-balance sheet risk in the event margin requirements are not sufficient to fully cover losses which the customers may incur. In the event the customers fail to satisfy their obligations to the clearing broker, the Company may be required to compensate the clearing broker for losses incurred on behalf of the customers.

The Company, through its clearing broker, seeks to control the risk associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. As of December 31, 2025 and 2024, management of the Company had not been notified by any clearing brokers, nor were they otherwise aware of any potential losses relating to this indemnification.

INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets/(liabilities):
Property, and equipment, net	$ (54)	$ (116)
Intangibles, net	307	246
IRC 163(j) interest limitation, carryover	281	340
Net operating loss	322	281
Share based compensation	127
Accrued compensation	353
Derivatives and hedging activities - other comprehensive income (loss)	39
Other	(69)	138
Total	1,306	889
Valuation Allowance	0	(529)
Net deferred tax asset	$ 1,306	$ 360

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments - Credit Losses (Details) - USD ($) $ in Millions	Dec. 31, 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

DEBT (Tables)

12 Months Ended

Dec. 31, 2025

DEBT

Schedule of minimum calendar maturities of the Term Loan

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


2026		2,030
2027		3,045
2028		3,045
2029		10,149
	$	18,269

DEBT

12 Months Ended

Dec. 31, 2025

DEBT

DEBT

10.DEBT

On December 23, 2024 (the “Credit Agreement Closing Date”), BMS entered into a Credit Agreement (the “Credit Agreement”) with Byline Bank, as lender (the “Lender”), pursuant to which the Lender agreed, at BMS’s request, to (i) make to BMS a term loan in the original principal amount of $20.3 million (the “Term Loan”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “Non-Revolving Loans”) in an aggregate principal amount of up to $1.0 million (the “Non-Revolving Loan Commitment”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “Letters of Credit” and together with the Term Loan and Non-Revolving Loans, the “Loans”) until the earliest to occur of (x) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of December 31, 2025 and December 31, 2024, the outstanding balance under the Term Loan was $17.7 million and $19.6 million, net of unamortized debt issuance costs, respectively.

Under the terms of the Credit Agreement, to the extent that BMS requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit. The Non-Revolving Loans may not be requested by BMS and may only be advanced in connection with a repayment of a Letter of Credit (“LC Payment”). As of December 31, 2025 and 2024, there were no amounts outstanding under the Non-Revolving Loan or Letter of Credit. Subsequent to December 31, 2025, the Company entered into two Letters of Credit in the amounts of approximately $0.05 million. These Letters of Credit were issued to support two office leases. The Letters of Credit are due on demand and carry an interest rate at the same rate as the Term Loan as outlined below.

The Loans (both principal and interest) made by the Lender to BMS is scheduled to mature and become immediately due and payable in full on December 23, 2029 (“Maturity Date”). The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) and (y) one percent (1.00%) (the “Term Loan Interest Rate”); (ii) as to the Non-Revolving Loans or any reimbursement obligations relating to a Letter of Credit, at an interest rate equal to the Term SOFR plus four percent (4.00%) per annum; and (iii) if any other obligations is created under the Loan Documents (as defined in the Credit Agreement), at the Term Loan Interest Rate. As of December 31, 2025 and 2024, the effective interest rate was 7.9% and 8.3%, respectively.

10.DEBT (continued)

On April 10, 2025, BMS entered into an interest rate swap agreement with a notional amount of $10 million in connection with the above-mentioned Credit Agreement. Under the terms of the swap, BMS pays a fixed rate of 3.98% plus four percent (4.00%) and receives a variable interest rate based on SOFR plus 4.00% as defined above. The swap agreement requires monthly payments to be made or received. The swap is designated as cash flow hedge of the variability of the SOFR-based interest payments on $10 million of BMS’s outstanding variable-rate debt.

As of December 31, 2025, the interest rate swap liability had a fair value of $0.2 million and is included in accounts payable, accrued expenses and other liabilities on the consolidated statement of financial condition. The Company has adopted the shortcut method allowing it to assume perfect hedge effectiveness. Changes in the effective portion of the swap’s fair value are recognized in other comprehensive income (loss) (“OCI”) and included on the consolidated statements of other comprehensive income (loss).The Term Loan was used by BMS to refinance Existing Credit Facilities (as defined in the Credit Agreement) and the Non-Revolving Loans must be used solely to reimburse the Lender with respect to any Letters of Credit issued to BMS.

The Credit Agreement also includes customary covenants for a transaction of this type, including financial covenants whereby BMS and its subsidiaries on a consolidated basis may not have, as of the last day of each fiscal quarter, commencing with fiscal quarter ending on March 31, 2025, (1) a fixed charge coverage ratio as of the last day of the fiscal quarter for the twelve (12) month period then ended of not less than 1.20 to 1.00; (ii) a senior net leverage ratio as of the last day of such Fiscal Quarter for the twelve (12) month period then ended, of (A) for the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including September 30, 2025, not more than 3.00 to 1.00; and (B) for the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter, not more than 2.75 to 1.00; or (iii) an annualized revenue received from custodians of at least $18.0 million.

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


2026		2,030
2027		3,045
2028		3,045
2029		10,149
	$	18,269

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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+ Details

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 15, 2024	Dec. 31, 2025	Dec. 31, 2024
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Dividend paid in kind		$ 721	$ 547
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 payable in cash		$ 200	$ 200
Dividend paid in kind		200
Dividend paid		$ 1,400	$ 1,100
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
Conversion shares	1.5