Form 8-K

8-K — Binah Capital Group, Inc.

Accession: 0001104659-26-096107

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0001953984

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2616172d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616172d2_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):

August 13, 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 August 13, 2026, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its second

quarter ended June 30, 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 August 13, 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: August 13, 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: tm2616172d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

BINAH CAPITAL GROUP REPORTS RESULTS FOR SECOND

QUARTER OF 2026

- Assets Under Management (“AuM”)

Increased 13.4% Year-over-Year to $31.6 Billion -

- Increased Net Income to $0.3 Million from

a net loss of $(0.7) million in the Prior Year Period -

- Increased EBITDA[*] to $1.0

Million from $0.1 Million in the Prior Year Period -

- Increased Total Revenue to $46.5 million

from $41.5 million in prior year period -

New York – August 13, 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 second quarter and six months ended June 30, 2026.

"Our second quarter results demonstrate that

Binah is accelerating its growth in wealth management by leveraging our differentiated platform,” stated Craig Gould, Chief Executive

Officer of Binah Capital Group. “Our continued momentum this quarter drove improved performance across all our key metrics.

We are very pleased with the operational strength our teams demonstrated as they continue to effectively address customer needs, and we

remain focused on additional opportunities to bolster our growth this year.”

Second Quarter 2026 Key Highlights

Total advisory and brokerage assets as of June 30, 2026, grew 13.4% year-over-year to $31.6 billion, compared to $27.8 billion in last year’s second quarter.

Total revenue was approximately $46.5 million, a 12.1% increase from $41.5 million in the same period in 2025.

GAAP net income rose to $0.3 million, a 152% increase compared to a GAAP net loss of $0.7 million in the second quarter of 2025.

Gross profit* was $9.8 million, an increase of 12.6% compared to $8.8 million in the prior-year period.

GAAP diluted EPS was $(0.00) compared to a GAAP net loss per share of $(0.06) in the prior year quarter, up 94%.

EBITDA* of $1.0 million grew 546% as compared to EBITDA of $0.1 million in the prior year quarter, driven by the increase in GAAP net income.

Adjusted EBITDA* of $1.2 million increased 21% compared to $0.9 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 $17.3 million as of June 30, 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. 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.

Gross profit is a non-GAAP financial measure defined as total revenue

less commissions paid to financial advisors and registered representatives and other fees that generate the revenue. We consider our gross

profit amounts to be non-GAAP financial measures that may not be comparable to those of others in our industry. We believe that gross

profit amounts can provide investors with useful insight into our core operating performance before other costs that are general and administrative

in nature.

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

JUNE 30, 2026 AND DECEMBER 31, 2025

(in thousands, except per share amounts)

Unaudited

June 30, 2026

December 31, 2025

ASSETS

Assets:

Cash, cash equivalents and restricted cash

$ 10,909

$ 10,716

Receivables, net:

Commission receivable

10,901

10,441

Due from clearing broker

764

707

Other

1,199

1,261

Property and equipment, net

273

342

Right of use assets

3,308

3,097

Intangible assets, net

496

671

Goodwill

39,839

Other assets

3,494

3,141

TOTAL ASSETS

$ 71,183

$ 70,215

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Accounts payable, accrued expenses and other liabilities

$ 11,968

$ 13,103

Commissions payable

12,957

12,632

Operating lease liabilities

3,425

3,221

Notes payable, net of unamortized debt issuance costs of $517 and $590 as of June 30, 2026 and December 31, 2025, respectively

16,738

17,679

Promissory notes-affiliates

5,313

TOTAL LIABILITIES

50,401

51,948

Mezzanine Equity:

Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,662,000 and 1,626,000 shares outstanding at June 30, 2026 and December 31, 2025, respectively

16,038

15,668

Stockholders’ Equity:

Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

1,500

Common stock, $0.0001 par value, 55,000,000 authorized, 17,060,131 and 16,716,000 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

Additional paid-in-capital

23,465

23,709

Accumulated deficit

(20,258 )

(22,496 )

Accumulated other comprehensive income (loss)

(114 )

Total Stockholders’ Equity and Mezzanine Equity

20,782

18,267

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

$ 71,183

$ 70,215

Binah Capital Group Consolidated Statement of Operations

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues:

Revenue from Contracts with Customers:

Commissions

$ 38,060

$ 33,998

$ 77,815

$ 75,137

Advisory fees

7,354

6,627

14,660

13,542

Total Revenue from Contracts with Customers

45,414

40,625

92,475

88,679

Interest and other income

1,102

872

2,742

1,752

Total revenues

46,516

41,497

95,217

90,431

Expenses:

Commissions and fees

36,656

32,740

75,169

73,038

Employee compensation and benefits

4,715

4,926

9,641

9,277

Rent and occupancy

270

286

550

571

Professional fees

451

713

980

1,249

Technology fees

788

690

1,594

1,443

Interest

516

543

1,035

1,109

Depreciation and amortization

127

183

270

370

Other

2,569

1,977

2,897

2,480

Total expenses

46,093

42,058

92,137

89,537

Income (loss) before provision for income taxes

423

(561 )

3,080

894

Provision for income taxes

842

516

Net income (loss)

$ 337

$ (654 )

$ 2,238

$ 378

Net income (loss) per share basic

$ (0.00 )

$ (0.06 )

$ 0.09

$ (0.02 )

Net income (loss) per share diluted

$ (0.00 )

$ (0.06 )

$ 0.08

$ (0.02 )

Weighted average shares outstanding basic

16,813

16,602

16,782

16,602

Weighted average shares outstanding diluted

17,060

16,602

17,031

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 June 30,

For the six months ended June 30,

EBITDA Reconciliation

2026

2025

2026

2025

Net income

$ 0.3

$ (0.7 )

$ 2.2

$ 0.4

Interest expense

0.5

1.0

1.1

Provision for income taxes

0.1

0.8

0.5

Depreciation and amortization

0.1

0.2

0.3

0.4

EBITDA

1.0

0.1

4.3

2.4

Share-based compensation

0.2

0.8

0.5

0.8

Adjusted EBITDA

$ 1.2

$ 0.9

$ 4.8

$ 3.2

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Aug. 13, 2026

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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