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Form 8-K

sec.gov

8-K — Dominari Holdings Inc.

Accession: 0001213900-26-036958

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0000012239

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0283989-8k_dominari.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026 (ea028398901ex99-1.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 Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2026

Dominari Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41845

52-0849320

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

725 5th Avenue, 22nd Floor

New York, NY 10022

(212) 393-4540

(Address, including Zip Code and Telephone

Number, including

Area Code, of Principal Executive Offices)

Not Applicable

(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 to 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 Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

DOMH

The Nasdaq Capital Market

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, Dominari

Holdings Inc. (the “Company”), a Delaware corporation, issued a press release announcing its preliminary revenue results

for the year ended December 31, 2025 and recent business highlights of the Company. A copy of the press release is furnished hereto as

Exhibit 99.1.

The information provided in

Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under

the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation

language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press Release, dated March 31, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL)

1

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

DOMINARI HOLDINGS INC.

By:

/s/ Anthony Hayes

Name:

Anthony Hayes

Title:

Chief Executive Officer

2

EX-99.1 — PRESS RELEASE, DATED MARCH 31, 2026

EX-99.1

Filename: ea028398901ex99-1.htm · Sequence: 2

Exhibit 99.1

Dominari 2025 Revenue Surges 487% in 2025, Balance

Sheet Strengthens Significantly

Underwriting revenues increased nearly six-fold

and liquidity and working capital more than double in 2025

New York City/PRNewswire/March 31, 2026,

Dominari Holdings Inc. (Nasdaq: DOMH) (“Dominari” or the “Company”), today announced highlights of its financial

results for the year ended December 31, 2025, which were filed with the Securities and Exchange Commission (“SEC”) in the

Company’s annual SEC Form 10K.

“In 2025, we achieved remarkable year over

year revenue growth of nearly five times the revenue we had in 2024, reflecting strong underwriting activity, added sources of revenue,

robust client engagement and disciplined operational execution,” said Anthony Hayes, Chief Executive Officer of Dominari. Mr. Hayes

further noted that “when excluding non-cash-based expenses, we saw a year over year proforma bottom line improvement of nearly $46

million as compared to 2024 using the same metrics.” Mr. Hayes continued, “The explosive growth and expansion of our business

reflect the continued efforts and leadership of Dominari’s President, Mr. Kyle Wool, and his team of professionals. The Company’s

financial metrics have improved across the board as we focus on delivering value to our shareholders every day. We look to build upon

our success in 2026, and we are excited about the opportunities ahead. Under Mr. Wool's leadership, we expect continued growth with our

business model that emphasizes prudent management while also being flexible and a trusted partner to continue to provide exceptional customer

service to our clients.”

2025 Highlights

● Revenue of $123.1 million, up over 487% from

the prior year revenue of $21.0 million.

o Underwriting revenues totaled $79.0 million in 2025 as compared to $11.4 million in 2024, representing

a 596% increase year over year.

o Carried interest totaled $22.7 million or approximately 18% of 2025 total revenue as compared to no such

revenue in 2024.

● Loss

from operations of $55.7 million, an increase of $47.0 million compared to a loss of $8.7

million in 2024, reflecting the increased expenses related to $55.0 million of non-cash stock-based

compensation recorded in 2025.

● Other

income of $42.6 million, an increase of $48.6 million compared to a loss of $6.0 million

in 2024. This increase was primarily driven by the increase in the market value of the Company’s

strategic investment in American Bitcoin Corp., which began trading on the Nasdaq exchange

on September 3, 2025 under the ticker symbol “ABTC.” The Company sold its ABTC

shares in January 2026 for $32.4 million in cash.

● Net

loss to common stockholders of $22.4 million, an increase of $7.7 million compared to a net

loss of $14.7 million in 2024. This increased net loss to common stockholders is as a result

of a $53.4 million increase in non-cash stock-based compensation costs as well as $7.3 million

of tax expense recognized in 2025.

o Excluding

the non-cash stock-based compensation, the non-GAAP adjusted net income (loss) to common

stockholders was $32.6 million as compared to a net loss of $13.1 million for 2024, or a

$45.6 million increase year over year.

● The

Company declared $22.2 million of dividends during the year including a $10.0 million dividend

announced in December for shareholders of record on January 6, 2026. This represents the

first time in the Company’s history paying dividends, reflecting the continued commitment

to drive shareholder value.

● The

Company’s liquid assets (defined as: “cash, marketable securities, securities

owned and receivable from clearing brokers”) totaled $94.3 million at the end of 2025,

representing an increase of $67.2 million from year-end 2024 or a 248% increase, total assets

increased $65.8 million or 140% to $112.9 million, and total stockholders’ equity increased

by $29.5 million to $69.4 million compared to $39.9 million, or a 74% increase year over

year.

DOMINARI HOLDINGS INC.

Condensed Consolidated Balance Sheets

($ in thousands except share and per

share amounts)

December 31,

December 31,

2025

2024

ASSETS

Cash and cash equivalents

$ 34,005

$ 4,079

Marketable securities

46,516

4,157

Securities owned

9,756

1,616

Receivable from clearing brokers

3,995

17,279

Long-term equity investments

11,744

12,282

Loans to employees

1,767

2,150

Right-of-use assets

2,721

2,944

Notes receivable

902

Prepaid expenses and other assets

2,403

1,716

Total assets

$ 112,907

$ 47,125

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

$ 611

$ 919

Accrued compensation and commissions

17,754

2,057

Accrued dividends payable

10,335

Contract liabilities

4,504

1,100

Lease liability

2,841

3,039

Income taxes payable

7,318

Other liabilities

173

157

Total liabilities

43,536

7,272

Stockholders’ equity

Preferred stock, $.0001 par value, 50,000,000 authorized

Convertible Preferred Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share

Convertible Preferred Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share

Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,067,435 and 7,037,022 shares issued as of December 31, 2025 and 2024, respectively; 16,067,435 and 6,976,874 shares outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

337,505

263,820

Treasury stock, as of cost, 0 shares and 60,148 shares as of December 31, 2025 and 2024, respectively

(501 )

Accumulated deficit

(268,134 )

(223,466 )

Total stockholders’ equity

69,371

39,853

Total liabilities and stockholders’ equity

$ 112,907

$ 47,125

2

DOMINARI HOLDINGS INC.

Consolidated Statements of Operations

($ in thousands except share and per share amounts)

Years Ended December 31,

2025

2024

Revenues

Underwriting services

$ 79,030

$ 11,362

Carried interest

22,681

Commissions

19,551

6,065

Interest income

1,272

666

Principal transactions

(872 )

2,158

Other revenue

1,442

720

Total revenue

123,104

20,971

Operating costs and expenses

Compensation and benefits

145,270

21,980

Advisory fees

21,108

116

Legal fees

2,877

722

Professional and consulting fees

3,003

2,666

Other expenses

6,572

4,189

Total operating expenses

178,830

29,673

Loss from operations

(55,726 )

(8,702 )

Other income (expenses)

Other income

10

86

Interest income

65

293

Gain on marketable securities, net

42,276

3,085

Realized and unrealized gain (loss) on notes receivable, net

221

(2,347 )

Change in carrying value of investments

(7,118 )

Total other income (expenses)

42,572

(6,001 )

Net loss before income tax expense

$ (13,154 )

$ (14,703 )

Provision for income taxes

7,318

Net loss

(20,472 )

(14,703 )

Less: Net income attributable to non-controlling interests

1,963

Net loss attributable to common stockholders of Dominari Holdings Inc.

$ (22,435 )

$ (14,703 )

Net loss per share, basic and diluted

Basic and Diluted

$ (1.57 )

$ (2.38 )

Weighted average number of shares outstanding, basic and diluted

Basic and Diluted

14,285,097

6,183,397

3

DOMINARI HOLDINGS INC.

Consolidated Statements of Cash Flows

($ in thousands)

Years Ended December 31,

2025

2024

Cash flows from operating activities

Net loss

$ (20,472 )

$ (14,703 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of right-of-use assets

223

391

Depreciation

105

105

Change in carrying value of long-term investment

7,118

Non-cash underwriting revenues

(27,327 )

(176 )

Non-cash commission  expense

20,341

Stock-based compensation – employees

33,978

1,633

Stock-based compensation – advisors

21,029

Realized gain on marketable securities

(345 )

(6,489 )

Unrealized (gain) loss on marketable securities

(42,254 )

3,116

Unrealized (gain) loss on securities owned

(1,593 )

(1,440 )

Realized and unrealized (gain) loss on note receivable

(221 )

2,347

Changes in operating assets and liabilities:

Prepaid expenses and other assets

(451 )

(122 )

Receivable from clearing brokers

13,284

(9,592 )

Accounts payable and accrued expenses

(309 )

(117 )

Accrued compensation and commissions

15,697

1,929

Contract liabilities

3,404

1,100

Right of use asset and liability, net

(198 )

(410 )

Income taxes payable

7,318

Securities owned

441

(1,616 )

Other liabilities

91

135

Notes receivable, at fair value - net interest accrued

(21 )

57

Net cash provided by (used in) operating activities

22,720

(16,734 )

Cash flows from investing activities

Purchase of marketable securities

(18,034 )

(6,210 )

Sale of marketable securities

17,857

21,174

Collection of principal on note receivable

1,144

1,000

Loans to employees

(2,390 )

Purchase of long-term investments

(150 )

Redemption of long-term investments

538

4,316

Collection of loans to employees

383

240

Net cash provided by investing activities

1,888

17,980

Cash flows from financing activities

Cash paid for Dividends

(11,898 )

Distributions to non-controlling interest

(1,963 )

Cash from issuance common stock, net of offering cost

13,551

Cash from issuance common stock for exercised warrants

5,628

Net cash provided by financing activities

5,318

Net increase in cash and cash equivalents

29,926

1,246

Cash and cash equivalents, beginning of period

4,079

2,833

Cash and cash equivalents, end of period

$ 34,005

$ 4,079

Cash paid for interest and taxes

$ 485

$ 9

Supplemental cash flow disclosures including non-cash activities:

Transfer from long-term investment to marketable securities

$ —

$ 1,033

Right-to-use assets established

$ 228

$ —

Operating lease liabilities established

$ 228

$ —

4

The press release contains non-GAAP financial measures

within the meaning of Regulation G promulgated by the Securities and Exchange Commission. To supplement its consolidated condensed financial

statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the Company provides the additional non-GAAP

financial measures of operating incomen net income and earnings per share. The Company believes that these non GAAP financial measures

are appropriate to enhance understanding of its past performance as well as prospects for future performance. A reconciliation of the

differences between these non GAAP financial measures with the most directly comparable financial measure calculated in accordance with

GAAP is shown in the table below.

DOMINARI HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP

FINANCIAL MEASURES

(In Thousands, Except Share

and Per Share Data)

(Unaudited)

Years Ended December 31,

2025

2024

Loss from Operations

$ (55,726 )

$ (8,702 )

Non-cash stock-based compensation

55,007

1,633

Adjusted Loss from Operations

$ (719 )

$ (7,069 )

Net (loss) attributable to common stockholders' of Dominari Holdings

$ (22,435 )

$ (14,703 )

Non-cash stock-based compensation

55,007

1,633

Adjusted Net Income (loss) attributable to common stockholders' of Dominari Holdings

$ 32,572

$ (13,070 )

Net income (loss) per share, basic and diluted

Basic

$ 2.28

$ (2.11 )

Weighted average number of shares outstanding, basic and diluted

Basic

14,285,097

6,183,397

5

For additional

information about Dominari Holdings Inc., please visit: https://www.dominariholdings.com/

About Dominari Holdings Inc.

The Company is a holding

company that, through its various subsidiaries, is currently engaged in wealth management, investment banking, sales and trading and asset

management. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping

them to operate efficiently and reduce cost under a streamlined infrastructure. In addition to organic growth, the Company seeks opportunities

outside of its current business to enhance shareholder value, including in the AI and Data Center sectors.

Dominari Securities LLC's Mission Statement:

Dominari Securities LLC, a principal subsidiary

of Dominari Holdings Inc., is a dynamic, forward-thinking financial services company that seeks to create wealth for all stakeholders

by capitalizing on emerging trends in the financial services sector and identifying early-stage future opportunities that are expected

to generate a high rate of return for investors.

Securities Brokerage and Registered Investment

Adviser Services are offered through Dominari Securities LLC, a Member of FINRA, MSRB and SIPC. Securities brokerage, investment adviser

and other non-bank deposit investments are not FDIC insured and may lose some or all of the principal invested. You can check the background

of Dominari Securities LLC and its registered investment professionals and review its SEC Form CRS on FINRA’s BrokerCheck site at https://brokercheck.finra.org. Information

for Dominari Securities LLC and its registered investment professionals as well as its SEC Form CRS may also be found on FINRA’s

BrokerCheck site.

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words

such as "may," "might," "will," "should," "believe," "expect," "anticipate,"

"estimate," "continue," "predict," "forecast," "project," "plan," "intend"

or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company

believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements,

which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates

and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings

with the SEC, which include but are not limited to the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal

year ended December 31, 2025 relating to its business. Thus, actual results could be materially different. The Company expressly

disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required

by law.

Contacts:

Dominari Holdings Inc.

https://www.dominariholdings.com/

6

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

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