Form 8-K

8-K — Binah Capital Group, Inc.

Accession: 0001104659-26-037868

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001953984

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2610699d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610699d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

March 31, 2026

Binah Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41991

88-3276689

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

80 State Street, Albany, NY 12207

(Address of principal

executive offices, including zip code)

Registrant’s telephone number, including

area code: (212) 404-7002

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbols

Name of Each Exchange on Which

Registered

Common Stock, par value $0.0001 per share

BCG

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

BCGWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial

Condition.

On March 31, 2026, Binah Capital

Group, Inc. (“Binah”) issued a press release announcing financial results for its fourth quarter and full year ended

December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this current

report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section

or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit

shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Binah, whether made before

or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated March 31, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2026

BINAH CAPITAL GROUP, INC.

By:

/s/ Craig Gould

Name:

Craig Gould

Title:

Chief Executive Officer and Director

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610699d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

BINAH

CAPITAL GROUP REPORTS RESULTS FOR FOURTH QUARTER AND FULL YEAR 2025

- Grew Total

Revenue 11% Year-over-Year to $187.1 Million -

- Assets Under

Management (“AuM”) Increased 11% Year-over-Year to $29.9 Billion -

- Net Income

of $2.3 Million -

- Increased

EBITDA[*] to $5.4 Million from $2.0 Million in the Prior Year -

New York – March 31, 2026 – Binah

Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial

services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced

results for the quarter and full year ended December 31, 2025.

"We completed our first full year as a public

company with strong results in the fourth quarter, which reflects the continuing growth of our differentiated platform,” stated

Craig Gould, Chief Executive Officer of Binah Capital Group. “The momentum we have created through our growth initiatives led to

double-digit year-over-year growth in revenue and importantly, GAAP profitability. This excellent performance reflects the continuing

contributions of our expanding team, whose determination helped us achieve our goals despite a sometimes challenging market. We remain

focused on attractive opportunities to continue our growth in 2026, while we demonstrate the appeal and agility of our differentiated

platform to more customers. We are confident that our strong performance will also drive meaningful long-term shareholder value.”

Fourth Quarter 2025 Key Highlights

Total advisory and brokerage assets as of December 31, 2025, grew 11% year-over-year to $29.9 billion.

Total revenue grew 13.2% to $50.5 million.

Gross profit was $10.3 million, compared to $8.9 million in the prior-year period.

Total operating expenses were $10.5 million, compared to $9.5 million in the prior-year period, reflecting a stabilization in expense levels compared to prior year results that included non-recurring business combination costs.

GAAP net income rose to $0.2 million, compared to a GAAP net loss of

$1.1 million in the fourth quarter of 2024.

§ GAAP diluted EPS was $0.01 compared to $(0.07) in the prior

year quarter

§ EBITDA of $0.5 as compared to EBITDA of $1.0 in the prior

year quarter which is driven primarily by the change in the income tax provision.

§ Adjusted EBITDA of $0.8 as compared to $2.2 million in the

prior year quarter, which included an adjustment for business combination and re-financing costs incurred during such quarter.

Full Year 2025 Key Highlights

§ Total advisory and brokerage assets as of December 31, 2025,

grew 11% to $29.9 billion.

§ Total annual revenue increased by 10.7% to $187.1 million.

§ Annual Gross profit was $37.8 million, compared to $33.7

million in 2024.

§ Total annual operating expenses were $35.2 million, compared

to $36.8 million in 2024.

§ Annual GAAP net income rose to $2.3 million, compared to

a GAAP net loss of $4.6 million in 2024.

Annual GAAP diluted EPS was $0.04 compared to $(0.39) in the prior year.

§ Annual EBITDA increased to $5.4 million from $1.9 million

in the prior year.

§ Adjusted EBITDA* increased to $6.5 million, compared to $6.3

million in 2024.

* Non-GAAP Financial Measures.

EBITDA and Adjusted EBITDA are non-GAAP financial measures defined as net income (loss) adjusted for depreciation expense, amortization

expense, interest expense, share-based compensation and income tax. See the section captioned “Non-GAAP Financial Measures”

below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial

measures, as required by Regulation G.

Liquidity and Capital

The Company had cash and cash equivalents of $10.7

million and outstanding long-term debt of $17.7 million as of December 31, 2025.

About Binah Capital Group

Binah Capital Group (“Binah Capital”,

“Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading

firms that empower independent financial advisors. As a national broker-dealer aggregator, Binah specializes in delivering value through

its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s

portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class

resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands

alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly

competitive marketplace.

For more, please visit: www.binahcap.com

Contact:

Binah Capital Investor Relations

Mary T. Conway

Conway Communications

mtconway@conwaycommsir.com

Binah Capital Media Relations

Donald Cutler or Lorene Yue

Haven Tower Group

(424) 317-4864 or (424) 317-4854

binah@haventower.com

Non-GAAP Financial Measures

EBITDA is a non-GAAP financial measure defined

as net income plus interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA,

a non-GAAP measure, plus non-recurring costs related to our business combination, costs related to the re-financing of the senior credit

facility, and share-based compensation costs. The Company presents EBITDA and Adjusted EBITDA because management believes that it can

be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not a measure

of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance

measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is used in connection with the Company’s credit agreements,

specifically in the calculation of financial-related covenants.

A reconciliation of our non-GAAP financial measures to their most directly

comparable GAAP financial measures appears below in the footnotes to the table of our key operating, business and financial metrics.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the "safe

harbor" created by those sections and other applicable laws. These forward-looking statements rely on a number of assumptions concerning

future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such

statements, many of which are outside the control of Binah. Forward-looking statements include, but are not limited to statements regarding:

Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives

and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking

statements generally are identified by the words “believe,” “project,” “estimate,” “expect,”

‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,”

“will continue,” “will likely result,” and similar expressions (including the negative versions of such words

or expressions).

While Binah believes that the assumptions concerning

future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact

the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such

forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations,

the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to

effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements

and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could

negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in

foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances

in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

These forward-looking statements are also affected

by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S.

Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q

and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual

events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue

reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date

they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except

as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future

events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

Binah Capital Group Consolidated Balance Sheet

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2025 AND DECEMBER 31, 2024

(in thousands, except per share amounts)

2025

2024

ASSETS

Assets:

Cash, cash equivalents and restricted cash

$ 10,716

$ 8,486

Receivables, net:

Commissions receivable

10,441

9,198

Due from clearing broker

707

873

Other

1,261

938

Property and equipment, net

342

599

Right of use assets

3,097

3,730

Intangible assets, net

671

1,021

Goodwill

39,839

Other assets

3,141

1,993

TOTAL ASSETS

$ 70,215

$ 66,677

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Accounts payable, accrued expenses and other liabilities

$ 13,103

$ 10,208

Commissions payable

12,632

11,468

Operating lease liabilities

3,221

3,820

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

17,679

19,561

Promissory notes-affiliates

5,313

5,442

TOTAL LIABILITIES

51,948

50,499

Mezzanine Equity:

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

15,668

14,947

Stockholders’ Equity and Members’ Equity:

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

1,500

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

—

Additional paid-in-capital

23,709

22,984

Accumulated deficit

(22,496 )

(23,253 )

Accumulated other comprehensive (loss)

(114 )

—

Total Stockholders’ Equity and Mezzanine Equity

18,267

16,178

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

$ 70,215

$ 66,677

Binah Capital Group Consolidated Statement of Operations

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDED DECEMBER

31, 2025 AND 2024

(in thousands, except per share

amounts)

Three Months Ended December 31,

Twelve Months Ended December 31,

2025

2024

2025

2024

Revenues:

Revenue from Contracts with Customers:

Commissions

$ 40,934

$ 36,616

$ 153,440

$ 139,452

Advisory fees

7,653

6,689

28,601

24,939

Total Revenue from Contracts with Customers

48,587

43,305

182,041

164,391

Interest and other income

1,924

1,303

5,102

4,512

Total revenues

50,512

44,608

187,144

168,903

Expenses:

Commissions and fees

39,037

36,093

149,277

135,280

Employee compensation and benefits

4,929

4,556

18,885

15,544

Rent and occupancy

284

280

1,141

1,150

Professional fees

458

912

2,265

6,971

Technology fees

769

2,963

1,292

Interest

476

1,394

2,119

4,026

Depreciation and amortization

160

157

697

1,019

Other

4,635

1,722

7,186

6,768

Total expenses

50,748

45,178

184,533

172,050

Income (loss) before provision for income taxes

(236 )

(570 )

2,611

(3,147 )

Provision for income taxes

(403 )

525

303

1,415

Net income (loss)

$ 167

$ (1,095 )

$ 2,308

$ (4,562 )

Net income attributable to Legacy Wentworth Management

Services LLC members

730

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

$ 167

$ (1,095 )

$ 2,308

$ (5,292 )

Net income (loss) per share basic

$ 0.01

$ (0.07 )

$ 0.05

$ (0.39 )

Net income (loss) per share diluted

$ 0.01

$ (0.07 )

$ 0.04

$ (0.39 )

Weighted average shares outstanding: basic

16,715

16,593

16,657

16,593

Weighted average shares outstanding: diluted

16,813

16,593

16,975

16,593

Binah Capital Group Reconciliation of GAAP Net Income to EBITDA

and Adjusted EBITDA

EBITDA is a non-GAAP financial measure defined

as net income plus interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA,

a non-GAAP measure, plus non-recurring costs related to our business combination, costs related to the re-financing of the senior credit

facility, and share-based compensation costs. The Company presents EBITDA and Adjusted EBITDA because management believes that it can

be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not a measure

of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance

measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is used in connection with the Company’s credit agreements,

specifically in the calculation of financial-related covenants.

A reconciliation of our non-GAAP financial measures

to their most directly comparable GAAP financial measures appears below in the footnotes to the table of our key operating, business and

financial metrics.

For the three months ended

December 31,

For the twelve months ended

December 31,

2025

2024

2025

2024

EBITDA Reconciliation

Net income (loss)

$ 0.2

$ (1.1 )

$ 2.3

$ (4.6 )

Interest expense

0.5

1.4

2.1

4.0

Provision for income taxes

(0.4 )

0.5

0.3

1.4

Depreciation and amortization

0.2

0.7

1.0

EBITDA

$ 0.5

$ 1.0

$ 5.4

$ 1.9

Share based compensation

0.3

1.1

Business combination and re-financing costs

1.2

4.4

Adjusted EBITDA

$ 0.8

$ 2.2

$ 6.5

$ 6.3

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Mar. 31, 2026

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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