Binah Capital Group, Inc.

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PROXY STATEMENT SUMMARY

2025 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

June 27, 2025 at 10:00 a.m., Eastern Time

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Place:

Virtually at https://www.cstproxy.com/binahcap/2025

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Record Date:

May 28, 2025

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Voting Overview

Board Nominees

How to Vote

This Proxy Statement Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all of the information that you should consider before voting. Please review the complete Proxy Statement and Annual Report on Form 10-K for additional information.

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Binah Capital Group, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held virtually on Jube 27, 2025 at 10:00 a.m., Eastern Time (the “2025 Annual Meeting”), and at any continuation, postponement, or adjournment of the 2025 Annual Meeting. You will be able to attend the 2025 Annual Meeting online and submit your questions during the meeting by visiting https://www.cstproxy.com/binahcap/2025 and entering the control number included on your proxy card, voting instruction form or notice included in the proxy materials.

Holders of record of shares of our Common Stock, par value $0.0001 per share (“Common Stock”), as of the close of business on May 28, 2025 (the “Record Date”), will be entitled to notice of and to vote at the 2025 Annual Meeting and any continuation, postponement, or adjournment of the 2025 Annual Meeting. As of the Record Date, there were 16,602,460 shares of Common Stock outstanding and entitled to vote at the 2025 Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the 2025 Annual Meeting.

The notice and this proxy statement for the 2025 Annual Meeting, and the accompanying form of proxy, is first being mailed to stockholders on or about June 2, 2025. The 2024 Annual Report is available with this proxy statement at https://www.cstproxy.com/binahcap/2025.

In this proxy statement, “Binah”, the “Company”, “we”, “us”, and “our” refer to Binah Capital Group, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 27, 2025

This proxy statement and our 2024 Annual Report to Stockholders

are also available at https://www.cstproxy.com/binahcap/2025

TABLE OF CONTENTS​

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may appear throughout this proxy statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.