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Binah Capital Group, Inc.

For the period ended Jun 12, 2026. Filed Apr 30, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2026 · Filed Apr 30, 2026

BCG$1.11+0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computer on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2026 Proxy Statement

and Notice of Annual Meeting

of Stockholders

80 State Street

Albany, NY 12207

Letter to Stockholders

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Binah Capital Group, Inc. to be held on June 12, 2026, at 10:00 a.m., Eastern Time. We have adopted a virtual format for our 2026 Annual Meeting to provide a consistent experience to all stockholders regardless of location.

Our stockholders (or their proxy holders) as of the close of business on April 24, 2026 (the “Record Date”), can participate in and vote at our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/BCG2026. and entering the control number included in your voting instruction form or proxy card.

Further details regarding participation in the 2026 Annual Meeting and the business to be conducted are more fully described in the accompanying proxy statement. We have also made available a copy of our 2025 Annual Report to Stockholders (“Annual Report”) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

Your vote is important. Whether or not you plan to participate in the 2026 Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet or by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the proxy card you received in the mail.

Thank you for your support.

Sincerely,

Craig Gould, Chief Executive Officer and Chairman

80 State Street

Albany, NY 12207

Notice of Annual Meeting of Stockholders

To Be Held June 12, 2026

The Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Binah Capital Group, Inc., a Delaware corporation (the “Company”), will be held virtually on June 12, 2026, at 10:00 a.m., Eastern Time. You will be able to attend the 2026 Annual Meeting online and submit your questions during the meeting by visiting https://www.virtualshareholdermeeting.com/BCG2026 and entering the control number included on your proxy card, voting instruction form or notice included in the proxy materials. The 2026 Annual Meeting will be held for the following purposes:

To elect Daniel Hynes to serve as a Class II Director until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

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To hold an advisory vote to approve named executive officer compensation;

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To hold an advisory vote on the frequency of the advisory vote on executive compensation;

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To ratify the appointment of FGMK, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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To approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 2,650,000 shares; and

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To transact such other business as may properly come before the 2026 Annual Meeting or any continuation, postponement, or adjournment of the 2026 Annual Meeting.

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Our Board of Directors has set the close of business on April 24, 2026 as the record date for determining stockholders who are entitled to notice of and to vote at the 2026 Annual Meeting, or any continuation, postponement or adjournment of the 2026 Annual Meeting. This proxy statement, together with the accompanying 2025 Annual Report to Stockholders (“Annual Report”) and a proxy or voting instruction form, are first being mailed to stockholders on or about May 1, 2026.

To provide convenient access and promote attendance and participation, we will hold our 2026 Annual Meeting virtually. Stockholders may attend the 2026 Annual Meeting by logging in at https://www.virtualshareholdermeeting.com/BCG2026. The meeting will begin promptly at 10:00 a.m., Eastern Time.

Online check-in will begin at 9:00 a.m., Eastern Time, and you should allow time to complete the online check-in procedure.

Your vote is very important to us. You can ensure your shares are represented at the 2026 Annual Meeting if you are a stockholder of record by promptly voting electronically over the Internet or by returning your completed proxy card in the pre-addressed, postage-paid return envelope, or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. The proxy is solicited by our Board of Directors.

By Order of the Board of Directors

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Craig Gould

Chief Executive Officer and Chairman

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND COMPLETE A PROXY CARD FOR YOUR SHARES AS SOON AS POSSIBLE. YOU MAY VIA THE INTERNET AUTHORIZE A PROXY HOLDER TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE WEBSITE INDICATED IN THE NOTICE MAILED TO YOU REGARDING THE AVAILABILITY OF PROXY MATERIALS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, YOU SHOULD PROVIDE INSTRUCTIONS TO YOUR BROKER, BANK, NOMINEE OR OTHER INSTITUTION ON HOW TO VOTE YOUR SHARES. YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE VIA THE MEETING WEBSITE, THAT VOTE WILL REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED. IF YOU HOLD SHARES IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, THEN, IN ORDER TO VOTE YOUR SHARES VIA THE MEETING WEBSITE DURING THE MEETING, YOU MUST ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.