Form 8-K

8-K — Binah Capital Group, Inc.

Accession: 0001104659-26-062587

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001953984

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (tm2614745d1_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):

May 15, 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 May 15, 2026, Binah Capital Group, Inc. (“Binah”) issued

a press release announcing financial results for its first quarter ended March 31, 2026. 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 May 15, 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: May 15, 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: tm2614745d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

BINAH CAPITAL

GROUP REPORTS RESULTS FOR FIRST QUARTER OF 2026

- Assets Under

Management (“AuM”) Increased 12.9% Year-over-Year to $29.0 Billion -

- Increased

Net Income to $1.9 Million from $1.0 million in the Prior Year -

- Increased

EBITDA[*] to $3.3 Million from $2.2 Million in the Prior Year -

- Total Revenue

of $48.7 million similar to $48.9 million in prior year period -

New York –

May 15, 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 ended March 31, 2026.

"I am pleased

with our strong operational results in the first quarter, despite a sometimes challenging market, as this reflects the continuing growth

of our differentiated platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Our continued momentum

kept revenue steady, and importantly, drove higher GAAP profitability and EBITDA. We remain focused on additional opportunities to continue

our growth this year, while we demonstrate the appeal and agility of our differentiated platform to more customers.”

He added, “To

help accelerate growth in our World Equity Group subsidiary, we recently promoted Christopher Motta to President. Chris’ deep experience

will enable WEG to build on its strong reputation to pursue new growth opportunities more effectively. Altogether, we believe that the

successful implementation of our growth initiatives along with our steady performance will generate meaningful long-term shareholder

value.”

First Quarter

2026 Key Highlights

Total advisory and brokerage assets as of March 31,

2026, grew 12.9% year-over-year to $29.0 billion.

Total revenue remained consistent at approximately $48.7 million.

Gross profit was $10.2 million, an increase of 18.6% compared to $8.6

million in the prior-year period.

Total operating expenses were $7.5 million, compared to $7.1 million

in the prior-year period.

GAAP net income rose to $1.9 million, an 84% increase compared to $1.0 million in the first quarter

of 2025.

GAAP diluted EPS was $0.09 compared to $0.04 in the prior year quarter,

up 125%.

EBITDA of $3.3 million grew 50% as compared to EBITDA of $2.2 million

in the prior year quarter, driven by the increase in GAAP net income.

Adjusted EBITDA of $3.7 million increased 68%

compared to $2.2 million in the prior year quarter.

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 $10.5 million and outstanding long-term debt of $17.7 million as of March 31, 2026.

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 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 measures 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

MARCH 31, 2026 AND

DECEMBER 31, 2025

(in thousands,

except per share amounts)

Unaudited

March 31, 2026

December 31, 2025

ASSETS

Assets:

Cash, cash equivalents and restricted cash

$ 10,526

$ 10,716

Receivables, net:

Commission receivable

11,126

10,441

Due from clearing broker

724

707

Other

1,647

1,261

Property and equipment, net

298

342

Right of use assets

3,160

3,097

Intangible assets, net

583

671

Goodwill

39,839

Other assets

3,347

3,141

TOTAL ASSETS

$ 71,250

$ 70,215

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Accounts payable, accrued expenses and other liabilities

$ 12,203

$ 13,103

Commissions payable

12,829

12,632

Operating lease liabilities

3,277

3,221

Notes payable, net of unamortized debt issuance costs of $553 and $590 as of March 31, 2026 and December 31, 2025, respectively

17,209

17,679

Promissory notes-affiliates

5,313

TOTAL LIABILITIES

50,831

51,948

Mezzanine Equity:

Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,644,000 and 1,626,000 shares outstanding at March 31, 2026 and December 31, 2025, respectively

15,851

15,668

Stockholders’ Equity:

Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at March 31, 2026 and December 31, 2025

1,500

Common stock, $0.0001 par value, 55,000,000 authorized, 16,810,131 and 16,716,000 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

—

Additional paid-in-capital

23,701

23,709

Accumulated deficit

(20,595 )

(22,496 )

Accumulated other comprehensive income (loss)

(38 )

(114 )

Total Stockholders’ Equity and Mezzanine Equity

20,419

18,267

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

$ 71,250

$ 70,215

Binah Capital Group Consolidated

Statement of Operations

BINAH CAPITAL GROUP,

INC.

CONSOLIDATED STATEMENTS

OF OPERATIONS

FOR THE PERIODS

ENDED MARCH 31, 2026 AND 2025

(in thousands,

except per share amounts)

Three Months Ended March 31,

2026

2025

Revenues:

Revenue from Contracts with Customers:

Commissions

$ 39,758

$ 41,141

Advisory fees

7,307

6,916

Total Revenue from Contracts with Customers

47,065

48,057

Interest and other income

1,635

879

Total revenues

48,700

48,936

Expenses:

Commissions and fees

38,513

40,298

Employee compensation and benefits

4,926

4,351

Rent and occupancy

280

285

Professional fees

529

536

Technology fees

806

753

Interest

519

566

Depreciation and amortization

143

187

Other

328

503

Total expenses

46,044

47,479

Income before provision for income taxes

2,656

1,456

Provision for income taxes

755

423

Net income

$ 1,901

$ 1,033

Net income per share basic

$ 0.09

$ 0.04

Net income per share diluted

$ 0.09

$ 0.04

Weighted average shares outstanding: basic

16,751

16,602

Weighted average shares outstanding: diluted

16,942

16,602

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 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 measures 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 March 31,

EBITDA Reconciliation

2026

2025

Net income

$ 1.9

$ 1.0

Interest expense

0.5

0.6

Provision for income taxes

0.8

0.4

Depreciation and amortization

0.1

0.2

EBITDA

$ 3.3

$ 2.2

based compensation

$ 0.4

$ —

Adjusted EBITDA

$ 3.7

$ 2.2

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us-gaap_StatementClassOfStockAxis=BCG_WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShareMember

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