Binah Capital Group, Inc.

Previous wording

Any reference to Binah Capital Group, Inc. refers to Binah Capital Group, Inc. and our consolidated subsidiaries on a forward-looking basis or as the context requires, to the historical results of BMS Management Services LLC. Any reference to “BMS Management Services LLC” refers to the entities comprising the Binah Capital Group, Inc. business prior to the consummation of the Business Combination. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this report and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC. References to the “Company,” “us” or “we” refer to Binah Capital Group, Inc.

Current wording

*Any reference to “Binah Capital Group, Inc.” or the “Company,” “we,” “our” or “us” refers to Binah Capital Group, Inc. and our consolidated subsidiaries, unless the context otherwise requires. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the sections entitled “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.*Except for historical information, the discussion in this section contains forward-looking statements that involve risks and uncertainties, as discussed in the “Cautionary Note Regarding Forward Looking Statements.” Future results could differ materially from those discussed below for many reasons, including the risks described in Item 1A—”Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The Company is a leading consolidator of retail wealth management businesses that owns and operates ten entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities, that have over 1,900 registered individuals working within the financial services industries.

Current wording

The Company is a leading consolidator of retail wealth management businesses that owns and operates ten entities, four of which are broker-dealers, three of which are registered investment advisors, and three of which are insurance entities, that have over 1,600 registered individuals working within the financial services industries.

Previous wording

Results for the three and nine-month period ended September 30, 2025 included net income of approximately $1.8 million and $2.1 million, respectively and total revenue of approximately $46.2 million and $136.6 million, respectively, which compares to a net loss and total revenue of $(1.2) million and $(3.5) million and approximately $42.2 million and $124.3 million, respectively, for the three and nine-month period ended September 30, 2024.

Current wording

Results for the three-month period ended March 31, 2026 included net income of approximately $1.9 million and total revenue of approximately $48.7 million, which compares to net income of approximately $1.0 million and total revenue of approximately $48.9 million for the three-month period ended March 31, 2025.

Previous wording

Total advisory and brokerage assets served were $29.9 billion at September 30, 2025, compared to $26.9 billion at September 30, 2024. Total net new assets were $(0.2) billion and $(1.3) billion for the three and nine-month period ended September 30, 2025, respectively, compared to $0.4 billion and ($1.8) billion for the same period in 2024.

Current wording

Total advisory and brokerage assets served were $29.0 billion at March 31, 2026, compared to $25.7 billion at March 31, 2025. Total net new assets were $0.5 billion for the three-month period ended March 31, 2026, compared to $(0.2) billion for the same period in 2025.

Previous wording

Net new advisory assets were $0.0 billion and $0.0 billion for the three and nine-month period ended September 30, 2025, respectively, compared to $0.0 billion and (0.1) billion for the same period in 2024. Advisory assets were $2.9 billion at September 30, 2025, which is an increase of 16% as compared to the $2.5 billion at September 30, 2024.

Current wording

Net new advisory assets were $0.1 billion for the three-month period ended March 31, 2026 compared to $0.1 billion for the same period in 2025. Advisory assets were $2.8 billion at March 31, 2026, which is an increase of 13.9% as compared to $2.5 billion at March 31, 2025.

Previous wording

Net new brokerage assets were $(0.2) billion and $(1.3) billion for the three and nine-month period ended September 30, 2025, compared to $0.4 billion and $(1.7) billion for the same period in 2024. Brokerage assets were $27.0 billion at September 30, 2025, up 10% from $24.5 billion at September 30, 2024.

Current wording

Net new brokerage assets were $0.4 billion for the three-month period ended March 31, 2026, compared to $(0.3) billion for the same period in 2025. Brokerage assets were $26.2 billion at March 31, 2026, up 12.8% from $23.2 billion at March 31, 2025.

Previous wording

Gross profit, a non-GAAP financial measure, was $9.0 million and $26.4 million for the three and nine-month period ended September 30, 2025, respectively, an increase of 7.5% and 12.5% from $8.4 million and $23.5 million for the same period in 2024. See the*“Key Performance Metrics and Non-GAAP Financial Measures”* section for additional information on gross profit.

Current wording

Gross profit, a non-GAAP financial measure, was $10.2 million for the three-month period ended March 31, 2026, an increase of 18.5% from $8.6 million for the same period in 2025. See the*“Key Performance Metrics and Non-GAAP Financial Measures”* section for additional information on gross profit.

Previous wording

EBITDA is a non-GAAP financial measure defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure 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.

Current wording

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 non-recurring costs related to our business combination, costs related to the re-financing of the senior credit facility, and 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.

Previous wording

According to the most recent estimate from the U.S. Bureau of Economic Analysis, the U.S. economy grew by approximately 3% in the third quarter of 2025. The U.S. economy added roughly sixty-six thousand jobs in the third quarter of 2025, while the unemployment rate was 4.3% in the third quarter of 2025, which is an increase over the previous quarter’s 4.1%.

Current wording

According to the most recent estimate from the U.S. Bureau of Economic Analysis, the U.S. economy grew by approximately 2% in the first quarter of 2026. The U.S. economy added roughly two hundred fifty thousand jobs in the first quarter of 2026, while the unemployment rate was 4.6% in the first quarter of 2026.

Previous wording

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Fed policy. During the third quarter of 2025, Fed policymakers cut interest rates by 0.25% to a target range for the federal funds rate in the 4.00% to 4.25% range. The equity markets increased during the third quarter of 2025 resulting in the S&P 500 increasing 8.1%, bringing the year-to-date performance to approximately 14.8%.

Current wording

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Federal Reserve Board policy. During the November 2025 meeting, Federal Reserve Board policymakers held interest rates steady keeping to a target range for the federal funds rate in the 3.5% to 3.75% range. The equity markets decreased during the first quarter of 2026 resulting in the S&P 500 decreasing 4.3%.

Previous wording

Please consult the Factors Affecting Our Financial Condition and Results of Operations, including those described in the section titled “Risk Factors.”

Current wording

Please consult the Factors Affecting Our Financial Condition and Results of Operations, including those described in the section titled “1A. Risk Factors” in our Annual Report on Form 10-K for year ended December 31, 2025.

Previous wording

The following presents an analysis of our results of operations for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Current wording

The following presents an analysis of our results of operations for the three month periods ended March 31, 2026 and 2025 (in thousands):

Previous wording

the customers range from 1% to 7% based on the investment product. Trailing commission revenues which are preliminarily related to the sales of mutual funds and variable annuities held by clients of the Company’s advisors are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the time the client owns the investment or holds the contract and is generally based on a fixed rate applied, generally twenty-five to fifty basis points (25-50 bps) of the current market value of the clients’ holdings. Trailing commissions are generally received monthly or quarterly. The ongoing revenue is not recognized at the time of sale because it is variably constrained due to factors outside the Company’s control including market volatility and the client’s investment hold period and the Company does not believe that it can overcome such constraints until the market value of the fund and the investor activities are known. The revenues will not be recognized until it is probable that a significant reversal will not occur.

Current wording

The Company generates two types of commission revenues: sales-based commissions that are recognized at the point of sale on the trade date and trailing commissions that are recognized over time as earned. Sales-based commission revenues vary by investment product and are recognized on the trade date or the transaction date, which represents the completion of the Company’s performance obligation because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to/from the customer at a point in time. The rates at which commissions are charged to the customers range from 1% to 7% based on the investment product. Trailing commission revenues which are preliminarily related to the sales of mutual funds and variable annuities held by clients of the Company’s advisors are generally based on a percentage of the current market value of clients’ investment holdings in trail-eligible assets, and are recognized over the time the client owns the investment or holds the contract and is generally based on a fixed rate applied, generally twenty-five to fifty basis points (25-50 bps) of the current market value of the clients’ holdings. Trailing commissions are generally received monthly or quarterly. The ongoing revenue is not recognized at the time of sale because it is variably constrained due to factors outside the Company’s control including market volatility and the client’s investment hold period and the Company does not believe that it can overcome such constraints until the market value of the fund and the investor activities are known. The revenues will not be recognized until it is probable that a significant reversal will not occur.

Previous wording

The Company is principal for the commission revenue, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing it obligations. Accordingly, total commission revenue is reported on a gross basis. See Note 4 - Revenues From Contracts with Customers within the notes to the condensed consolidated financial statements for the three and nine-month periods ended September 30, 2025, and 2024 for further details regarding our commission revenue by product category.

Current wording

The Company is principal for the commission revenue, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing it obligations. Accordingly, total commission revenue is reported on a gross basis. See Note 3 - Revenues From Contracts with Customers within the notes to the condensed consolidated financial statements for the three-month periods ended March 31, 2026, and 2025 for further details regarding our commission revenue by product category.

Previous wording

The following tables sets forth the components of our commission revenue for the three and nine-month periods ended September 30, 2025 and 2024 (in thousands):

Current wording

The following tables sets forth the components of our commission revenue for the three-month periods ended March 31, 2026 and 2025 (in thousands):

Previous wording

Sales-based revenue decreased by approximately $0.1 million and increased approximately $3.5 million or (0.6)% and 7.4% for the three and nine-month period ended September 30, 2025, respectively, as compared to 2024. Trailing based revenue increased by approximately $2.7 million and $6.1 million or 14.6% and 11.1% for the three and nine-month periods ended September 30, 2025, respectively, as compared to 2024. The decrease in sales-based revenue for the three-month period ended September 30, 2025 as compared to 2024 is attributable to a decrease in the sales of insurance related products. The increase in sales-based revenue for the nine-month period ended September 30, 2025, as compared to 2024 is attributable to an increase in the generation of transactional based products, specifically alternative investment products. The increase in the trailing based revenues is due to the increase in trail-based assets resulting from positive market volatility. Commission revenue is generated from brokerage assets. The following tables summarize the brokerage assets for the three and nine-month periods ended September 30, 2025 and 2024 (in billions):

Current wording

Sales-based revenue decreased by approximately $2.6 million or 12.5% for the three-month period ended March 31, 2026, as compared to 2025. Trailing based revenue increased by approximately $1.3 million or 6.1% for the three-month period ended March 31, 2026, as compared to 2025. The decrease in sales-based revenue for the three-month period ended March 31, 2026 as compared to 2025 is attributable to a decrease in investment banking revenue from the prior year. The increase in the trailing-based revenues is due to the increase in trail-based assets resulting from positive market volatility and positive net asset flows. Commission revenue is generated from brokerage assets. The following tables summarize the brokerage assets for the three-month periods ended March 31, 2026 and 2025 (in billions):

Previous wording

The following table summarizes activity impacting advisory assets for the periods ended (in billions):

Current wording

The following table summarizes activity impacting advisory assets for the periods ended March 31, 2026 and 2025 (in billions):

Previous wording

Interest income includes amounts earned on balances held at the Company’s clearing brokers related to cash balances and margin balances. The Company’s clearing agreements include provisions that provide for a sharing of the interest income earned on such balances with the clearing brokers. The rate varies based on the clearing broker.

Current wording

Interest income includes amounts earned on balances held at the Company’s clearing brokers related to cash balances and margin balances. The Company’s clearing agreements include provisions that provide for a sharing of the income earned on such balances with the clearing brokers. The rate varies based on the clearing broker.

Previous wording

Employee compensation and benefits for the three and nine-month period ended September 30, 2025 increased by approximately $0.7 million and $3.0 million as compared to September 30, 2024, which is directly related to the additional personnel costs attributed to the Company now operating as a public company, including issuance of non-cash compensation awards to officers and directors during the period ended September 30, 2025.

Current wording

Employee compensation and benefits for the three month period ended March 31, 2026 increased by approximately $0.6 million as compared to March 31, 2025, which is directly related to additional personnel costs attributed to the Company now operating as a public company, specifically the issuance and recognition of non-cash compensation awards to officers and directors during the period ended March 31, 2026.

Previous wording

Rent and occupancy remained relatively consistent for the three and nine-month period ended September 30, 2025 as compared to September 30, 2024.

Current wording

Rent and occupancy remained relatively consistent for the three-month period ended March 31, 2026 as compared to March 31, 2025.

Previous wording

Professional fees includes costs incurred related to legal and accounting services. Professional fees for the three-month period ended September 30, 2025 as compared to 2024 decreased by approximately $0.6 million. Professional fees for the nine-month period ended September 30, 2025, as compared to 2024, decreased by $4.3 million, which is directly related to the non-recurring transaction costs associated with the closing of the Business Combination that were incurred during the period ended September 30, 2024.

Current wording

Professional fees includes costs incurred related to legal and accounting services. Professional fees for the three-month period ended March 31, 2026 as compared to same period in 2025 decreased by approximately 1.3% representing the stabilization of the professional fees associated with operating as a public company.

Previous wording

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs. Technology fees increased by $0.2 million and $1.0 million and for the three and nine-month period ended September 30, 2025, respectively, as compared to 2024.

Current wording

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs. Technology fees increased by $0.06 million for the three-month period ended March 31, 2026, as compared to the same period in 2025.

Previous wording

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations. Interest expense decreased by $0.1 million and $1.0 million for the three and nine-month period ended September 30, 2025, respectively, as compared to 2024 resulting from the repayment and restructuring of the related party debt obligations of BMS and the re-financing of the senior credit facility.

Current wording

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations. Interest expense decreased by $0.05 million for the three-month period ended March 31, 2026, as compared to the same period in 2025 resulting from the decrease in the interest rate associated with our senior credit facility.

Previous wording

Our effective income tax rate was approximately 22% for the nine-month period ended September 30, 2025 as compared to (26)% for the same period in 2024. The increase in our effective tax rate was related to the net income generated for the nine-month period ended September 30, 2025.

Current wording

Our effective income tax rate was approximately 28% for the three-month period ended March 31, 2026 as compared to 23% for the same period in 2025. The increase in our effective tax rate was related to the increase in net income generated for the three-month period ended March 31, 2026.

Previous wording

We have established liquidity policies intended to support the execution of strategic initiatives, while meeting regulatory capital requirements and maintaining ongoing and sufficient liquidity. We believe liquidity is of critical importance to the Company and, in particular, to our broker-dealer subsidiaries, PKSI, CLS, MSI and WEG. The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets.

Current wording

We have established liquidity policies intended to support the execution of strategic initiatives, while meeting regulatory capital requirements and maintaining ongoing and sufficient liquidity. We believe liquidity is of critical importance to the Company and, in particular, to our broker-dealer subsidiaries, PKSI, CLS, PKSS and WEG. The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets.

Previous wording

As of September 30, 2025, we had $18.2 million outstanding under our Credit Agreement with Byline Bank, net of unamortized debt issuance costs. The associated debt facilities are as follows:

Current wording

As of March 31, 2026, we had $17.2 million outstanding under our Credit Agreement with Byline Bank, net of unamortized debt issuance costs. The associated debt facilities are as follows:

Previous wording

On December 23, 2024 (the “Credit Agreement Closing Date”), BMS, entered into a Credit Agreement (the “Credit Agreement”) with Byline Bank, as lender (the “Lender”), pursuant to which the Lender agreed, at the BMS’s request, to (i) make to BMS a term loan in the original principal amount of $20.3 million (the “Term Loan”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “Non-Revolving Loans”) in an aggregate principal amount of up to $1.0 million (the “Non-Revolving Loan Commitment”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “Letters of Credit” and together with the Term Loan and Non-Revolving Loans, the “Loans”) until the earliest to occur of (a) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of September 30, 2025 and December 31, 2024, the outstanding balance on the Term Loan was $18.2 million and $19.6 million, net of debt issuance costs, respectively.

Current wording

On December 23, 2024 (the “Credit Agreement Closing Date”), BMS entered into a Credit Agreement (the “Credit Agreement”) with Byline Bank, as lender (the “Lender”), pursuant to which the Lender agreed, at BMS’s request, to (i) make to BMS a term loan in the original principal amount of $20.3 million (the “Term Loan”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “Non-Revolving Loans”) in an aggregate principal amount of up to $1.0 million (the “Non-Revolving Loan Commitment”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “Letters of Credit” and together with the Term Loan and Non-Revolving Loans, the “Loans”) until the earliest to occur of (a) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of March 31, 2026 and December 31, 2025, the outstanding balance under the Term Loan was $17.2 million and $17.7 million, respectively, net of unamortized debt issuance costs.

Previous wording

Under the terms of the Credit Agreement, to the extent that BMS requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit. The Non-Revolving Loans may not be requested by BMS and may only be advanced in connection with a repayment of a Letter of Credit (“LC Payment”). As of September 30, 2025 and December 31, 2024, there are no amounts outstanding under the Non-Revolving Loan or Letters of Credit.

Current wording

Under the terms of the Credit Agreement, to the extent that BMS requests a Letter of Credit, the Non-Revolving Loan Commitment shall be permanently reduced in an amount equal to the amount of such Letter of Credit. The Non-Revolving Loans may not be requested by BMS and may only be advanced in connection with a repayment of a Letter of Credit (“LC Payment”). As of March 31, 2026 and December 31, 2025, the amounts outstanding under the Non-Revolving Loan or Letter of Credit was $0.05 million and $0.00 million, respectively. The Letters of Credit were issued to support two office leases. The Letters of Credit are due on demand and carry an interest rate at the same rate as the Term Loan as outlined below.

Previous wording

The Loans (both principal and any remaining unpaid interest) made by the Lender to BMS are scheduled to mature and become immediately due and payable in full on December 23, 2029 (“Maturity Date”). The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) and (y) one percent (1.00%) (the “Term Loan Interest Rate”); (ii) as to the Non-Revolving Loans or any reimbursement obligations relating to a Letter of Credit, at an interest rate equal to SOFR plus four percent (4.00%) per annum; and (iii) if any other obligations is created under the Loan Documents (as defined in the Credit Agreement), at the Term Loan Interest Rate. As of September 30, 2025 and December 31, 2024, the effective interest rate was approximately 8.2% and 8.3%, respectively.

Current wording

The Loans (both principal and interest) made by the Lender to BMS is scheduled to mature and become immediately due and payable in full on December 23, 2029 (“Maturity Date”). The obligations under the Credit Agreement shall bear interest (i) as to the Term Loan, a per annum variable interest rate equal to the Applicable Margin (as defined in the Credit Agreement) plus the greater of (x) the Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Credit Agreement) and (y) one percent (1.00%) (the “Term Loan Interest Rate”); (ii) as to the Non-Revolving Loans or any reimbursement obligations relating to a Letter of Credit, at an interest rate equal to the Term SOFR plus four percent (4.00%) per annum; and (iii) if any other obligations is created under the Loan Documents (as defined in the Credit Agreement), at the Term Loan Interest Rate. As of March 31, 2026 and December 31, 2025, the effective interest rate was approximately 7.7% and 7.9%, respectively.

Previous wording

As of September 30, 2025, the interest rate swap had a fair value of $0.2 million and was recorded as a liability and included in accounts payable, accrued expenses and other liabilities on the condensed consolidated statement of financial condition. The Company has adopted the shortcut method allowing it to assume perfect hedge effectiveness. Changes in the effective portion of the swap’s fair value are recognized in accumulated other comprehensive income (“AOCI”).

Current wording

As of March 31, 2026 and December 31, 2025, the interest rate swap had a fair value liability of $0.07 and $0.2 million, respectively and is included in accounts payable, accrued expenses and other liabilities on the consolidated statement of financial conditions. The Company has adopted the shortcut method allowing it to assume perfect hedge effectiveness. Changes in the effective portion of the swap’s fair value are recognized in accumulated other comprehensive income (“AOCI”) and included on the Condensed Consolidated Statement of Other Comprehensive Income.

Previous wording

The Credit Agreement also includes customary covenants for a transaction of this type, including covenants limiting the indebtedness that can be incurred by BMS and restricting BMS’s ability to make certain loans and investments. Additionally, BMS is subject to financial covenants whereby BMS and its subsidiaries on a consolidated basis may not have, as of the last day of each fiscal quarter, commencing with fiscal quarter ending on March 31, 2025, (1) a fixed charge coverage ratio as of the last day of the fiscal quarter for the twelve (12) month period then ended of not less than 1.20 to 1.00; (ii) a senior net leverage ratio as of the last day of such Fiscal Quarter for the twelve (12) month period then ended, of (A) for the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including September 30, 2025, not more than 3.00 to 1.00; and (B) for the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter, not more than 2.75 to 1.00; or (iii) an annualized revenue received from custodians of at least $18.0 million.

Current wording

The Credit Agreement also includes customary covenants for a transaction of this type, including covenants limiting the indebtedness that can be incurred by BMS and restricting BMS’s ability to make certain loans and investments. Additionally, BMS is subject to financial covenants whereby BMS and its subsidiaries on a consolidated basis may not have, as of the last day of each fiscal quarter, which commenced with its fiscal quarter ended on March 31, 2025, (1) a fixed charge coverage ratio as of the last day of the fiscal quarter for the twelve (12) month period then ended of not less than 1.20 to 1.00; (ii) a senior net leverage ratio as of the last day of such fiscal quarter for the twelve (12) month period then ended, of (A) for the fiscal quarter ended March 31, 2025 and each fiscal quarter through and including March 31, 2026, not more than 3.00 to 1.00; and (B) for the fiscal quarter ended December 31, 2025 and each fiscal quarter ending thereafter, not more than 2.75 to 1.00; or (iii) an annualized revenue received from custodians of at least $18.0 million.

Previous wording

Also, in accordance with the Credit Agreement, BMS has deposited $1.0 million into an A/P Reserve Account and is classified as restricted cash.

Current wording

Also, in accordance with the Credit Agreement, BMS deposited $1.0 million into an A/P Reserve Account and is classified as restricted cash. During the period ended March 31, 2026, $0.5 million was released from the A/P Reserve Account and accordingly the balance of the A/P Reserve Account as of March 31, 2026 is $0.5 million.

Previous wording

The minimum calendar year payments and maturities of the Term Loan as of September 30, 2025 were as follows (in thousands):

Current wording

The minimum calendar maturities of the Term Loan as of March 31, 2026, are as follows(in thousands):

Previous wording

On March 15, 2024 (the “Funding Date”) in connection with the consummation of the Business Combination, Holdings and Wentworth entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “Holdings Series A Stock”) in a private placement at $9.60 per share, for an aggregate purchase price of $14.4 million (the “Series A PIPE”). The Holdings Series A Stock may be converted into shares of Holdings Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of Holdings Common Stock for each share of Series A Convertible Preferred Stock, subject to certain adjustments provided in the Certificate of Designations.

Current wording

On March 15, 2024 (the “Funding Date”) in connection with the consummation of the Business Combination, the Company and BMS entered into a Subscription Agreement with an investor for the purchase of 1,500,000 shares of Holdings’ Series A Redeemable Convertible Preferred Stock (the “Series A Stock”) in a private placement at $9.60 per share, for an aggregate purchase price of $14.4 million (the “Series A PIPE”). The Series A Stock may be converted into shares of the Company’s Common Stock after the second anniversary of the closing of the Series A PIPE, which such conversion shall initially be 1.5 shares of the Company’s Common Stock for each share of Series A Stock, subject to certain adjustments provided in the Certificate of Designations.

Previous wording

Additionally, the Holdings Series A Stock carries a cumulative dividend at a rate of nine percent (9%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $10 per share. As of September 30, 2025, the Company accrued 50% of the dividend to be paid in cash in the amount of $0.2 million and paid an in - kind dividend in the amount $0.2 million. As of December 31, 2024, the Company accrued 50% of the dividend to be paid in cash in the approximate amount of $0.2 million.

Current wording

Additionally, the Series A Stock carries a cumulative dividend at a rate of nine percent (9%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of the Company, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series A Stock at a value of $10 per share.

Previous wording

The Holdings Series A Stock has liquidation preferences in the event of a voluntary or involuntary liquidation as follows:

Current wording

The Series A Stock has liquidation preferences in the event of a voluntary or involuntary liquidation as follows:

Previous wording

Holdings, at its option, may redeem the Series A Stock on any anniversary of the Funding date up to an including the fourth anniversary of the Funding date at the following redemption prices:

Current wording

The Company, at its option, may redeem the Series A Stock on any anniversary of the Funding Date up to an including the fourth anniversary of the Funding Date at the following redemption prices:

Previous wording

If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by Holdings on the fourth anniversary of the Funding Date.

Current wording

If the Series A Stock have not previously been redeemed or converted, the Series A Stock will be redeemed by the Company on the fourth anniversary of the Funding Date.

Previous wording

On September 4, 2024, the Company entered into a Subscription Agreement with an investor for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock (the “Holdings Series B Stock”) in a private placement at $10.00 per share, for an aggregate purchase price of $1.5 million. The Holdings Series B Stock may be converted into shares of Holdings Common Stock, at the option of the investor at a rate equal to the quotient of (i) $10.00 divided, by (ii) the product of (A). 80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30-day period immediately prior to such conversion, provided that in no event shall the denominator be less than $6.00 per share (the “Conversion Rate”).

Current wording

On September 4, 2024, the Company entered into a Subscription Agreement with an investor for the purchase of 150,000 shares of Holdings’ Series B Convertible Preferred Stock (the “Series B Stock”) in a private placement at $10.00 per share, for an aggregate purchase price of $1.5 million. The Series B Stock may be converted into shares of the Company’s Common Stock, at the option of the investor at a rate equal to the quotient of (i) $10.00 divided, by (ii) the product of (A). 80 multiplied by, (B) the volume weighted average price for the 20 trading days during the 30-day period immediately prior to such conversion, provided that in no event shall the denominator be less than $6.00 per share (the “Conversion Rate”).

Previous wording

Additionally, the Holdings Series B Stock carries a cumulative dividend at a rate of nine percent (7%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $10 per share. As of September 30, 2025 and December 31, 2024, included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statements of financial condition is an accrued dividend in the amount of $0.03 million that was paid subsequent to September 30, 2025 and December 31, 2024.

Current wording

Additionally, the Series B Stock carries a cumulative dividend at a rate of nine percent (7%) per annum, payable and compounded quarterly on the last day of each quarter. At the discretion of Holdings, the payment may be made in cash or up to 50% of the amount due, in duly authorized, validly issued, fully paid and non-assessable share of Holdings Series B Stock at a value of $10 per share. As of March 31, 2026 and December 31, 2025, included in accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated statements of financial condition is an accrued dividend in the amount of $0.03 million that was paid subsequently to March 31, 2026 and December 31, 2025.