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Binah Capital Group, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001104659-26-062580

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001104659-26-095997

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 126 previous paragraphs and 128 current paragraphs.

90 unchanged; 34 reworded; 1 added; 2 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 34 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Employee compensation and benefits has remained stable during the three and six month periods ended June 30, 2026 decreasing by approximately $0.2 million for the three months ended June 30, 2026 and increasing by approximately $0.4 million for the six months ended June 30, 2026 as compared to June 30, 2025.
Removed paragraphs (2)

Previous report

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 report

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.
Reworded paragraphs (34)

Previous 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.

Current wording

Results for the three and six-month period ended June 30, 2026 included net income of approximately $0.3 million and $2.2 million and total revenue of approximately $46.5 million and $95.2 million, respectively, which compares to a net income (loss) and total revenue of $(0.7) million and $0.4 million and approximately $41.5 million and $90.4 million, respectively, for the three and six-month period ended June 30, 2025.

Previous 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.

Current wording

Total advisory and brokerage assets served were $31.6 billion at June 30, 2026, compared to $27.8 billion at June 30, 2025. Total net new assets were $(2.2) billion and $(1.7) billion for the three and six-month period ended June 30, 2026, respectively, compared to $(0.9) billion and $(1.1) billion for the same period in 2025.

Previous 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.

Current wording

Net new advisory assets were $(0.1) billion and $0.0 billion for the three-month and six-month period ended June 30, 2026 compared to $(0.1) billion and $0.0 billion for the same period in 2025. Advisory assets were $3.3 billion at June 30, 2026, which is an increase of 20.5% as compared to $2.7 billion at June 30, 2025.

Previous 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.

Current wording

Net new brokerage assets were $(2.1) billion and $(1.7) for the three and six-month period ended June 30, 2026, compared to $(0.8) billion and $(1.1) billion for the same period in 2025. Brokerage assets were $28.3 billion at June 30, 2026, up 12.7% from $25.1 billion at June 30, 2025.

Previous 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.

Current wording

Gross profit, a non-GAAP financial measure, was $9.8 million and $20.0 million for the three-month and six-month period ended June 30, 2026, an increase of 12.6% and 15.3% from $8.8 million and $17.4 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

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%.

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 June 2026 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 increased during the second quarter of 2026 resulting in the S&P 500 increasing 15.2%.

Previous wording

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

Current wording

The following presents an analysis of our results of operations for the three and six month periods ended June 30, 2026 and 2025 (in thousands):

Previous 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.

Current wording

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 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.

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 its 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 and six month periods ended June 30, 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-month periods ended March 31, 2026 and 2025 (in thousands):

Current wording

The following tables sets forth the components of our commission revenue for the three and six-month periods ended June 30, 2026 and 2025 (in thousands):

Previous 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):

Current wording

Sales-based revenue increased by approximately $2.3 million and decreased by approximately $0.3 million or 15.0% and (1.0)% for the three-month and six-month period ended June 30, 2026, as compared to 2025. Trailing based revenue increased by approximately $1.7 million and $3.0 million or 9.0% and 7.6% for the three-month and six-month period ended June 30, 2026, as compared to 2025. The increase in sales-based revenue for the three-month period ended June 30, 2026 is primarily related to an increase in the sales of insurance products and the slight decrease for the six-month period ended June 30, 2026 as compared to 2025 is attributable to a decrease in investment banking revenue from the prior year, which is primarily offset by the increase in the sales of insurance based products. 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 and six-month periods ended June 30, 2026 and 2025 (in billions):

Previous wording

Advisory fees increased by approximately 5.7% for the three-month period ended March 31, 2026, as compared to the same period in March 31, 2025, due to positive returns in the market for the year ended December 31, 2025. Substantially all of our advisory fees are billed quarterly in advance and therefore the pricing of those assets were based on the results of the market as of December 31, 2025, which was an increase over the same period for the prior year.

Current wording

Advisory fees increased by approximately 11.0% and 8.3% for the three and six-month period ended June 30, 2026, as compared to the same period in June 30, 2025, due to positive returns in the market for the year ended December 31, 2025. Substantially all of our advisory fees are billed quarterly in advance and therefore the pricing of those assets were based on the results of the market as of December 31, 2025, which was an increase over the same period for the prior year.

Previous wording

The increase in interest and other income for the three-month period ended March 31, 2026, compared to 2025 is related to a gain contingency that was realized during the period ended March 31, 2026 in the amount of $0.7 million.

Current wording

Interest and other income remained relatively stable during the three-month period ended June 30, 2026 as compared to same period in the prior year, increasing $0.1 million. The increase in interest and other income for the six-month period ended June 30, 2026, compared to 2025 is related to a gain contingency that was realized during the first quarter of 2026 in the amount of $0.7 million.

Previous wording

Commissions and fees primarily consist of commissions paid to the financial advisors, technology costs associated with the platform for which the financial advisors operate their business, insurance costs and regulatory costs. Certain of the technology, insurance and regulatory costs are passed through to the financial advisors and any excess costs are included as fees within commissions and fees. The commissions and fees paid to the financial advisors are based on the advisory and commission revenue earned on each client’s account. The payout amount is production based, which is the gross revenue produced by the financial advisor, and varies based on the level of such production ranging from 50% to 95% of the revenue generated. The production levels begin at gross revenue of $15,000 up to $4,000,000 and up, and the payout rate starts at 50% and increases to a top payout rate of 94% for annual production of $4,000,000 and up.

Current wording

Commissions and fees primarily consist of commissions paid to the financial advisors, technology costs associated with the platform for which the financial advisors operate their business, insurance costs and regulatory costs. Certain of the technology, insurance and regulatory costs are passed through to the financial advisors and any excess costs are included as fees within commissions and fees. The commissions and fees paid to the financial advisors are based on the advisory and commission revenue earned on each client’s account. The payout amount is production based, which is the gross revenue produced by the financial advisor, and varies based on the level of such production ranging from 50% to 95% of the revenue generated. The production levels begin at gross revenue of $15,000 up to

Previous wording

For the three-month period ended March 31, 2026, the payout rate decreased by approximately 2.0% which is directly related to the investment banking revenue that was earned during the period ended March 31, 2025 that included a commission pay-out percentage of 90% to the advisors associated with such revenue.

Current wording

For the three-month period ended June 30, 2026 the payout rate remained consistent, increasing by approximately 0.1%. For the six-month period ended June 30, 2026, the payout rate decreased by approximately 1.1% which is directly related to the investment banking revenue that was earned during the period ended June 30, 2025 that included a commission pay-out percentage of 90% to the advisors associated with such revenue.

Previous wording

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

Current wording

Rent and occupancy remained relatively consistent for the three and six-month periods ended June 30, 2026 as compared to June 30, 2025.

Previous 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.

Current wording

Professional fees includes costs incurred related to legal and accounting services. Professional fees for the three and six-month period ended June 30, 2026 as compared to same period in 2025 decreased by approximately $0.2 million 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 $0.06 million for the three-month period ended March 31, 2026, as compared to the same period in 2025.

Current wording

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs. Technology fees increased by $0.1 million for the three and six-month period ended June 30, 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 $0.05 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.

Current wording

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations. Interest expense decreased by $0.03 million and $0.07 million for the three and six-month period ended June 30, 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 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.

Current wording

Our effective income tax rate was approximately 20% for the three-month period ended June 30, 2026 and 27% for the six-month period ended June 30, 2026 as compared to (17)% and 58% for the same periods in 2025. The change in our effective tax rate was related to the increase in net income generated for the three-month period ended June 30, 2026 and changes in state taxes, warrant revaluations, and other permanent differences for the six-month period ended June 30, 2026.

Previous 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:

Current wording

As of June 30, 2026, we had $16.7 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 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.

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 June 30, 2026 and December 31, 2025, the outstanding balance under the Term Loan was $16.7 million and $17.7 million, respectively, net of unamortized debt issuance costs.

Previous 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.

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 June 30, 2026 and December 31, 2025, the effective interest rate was approximately 7.5% and 7.9%, respectively.

Previous 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.

Current wording

As of June 30, 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 (Loss).

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, 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.

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, (i) 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.

Previous 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:

Current wording

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

Previous 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.

Current wording

Additionally, the Series B Stock carries a cumulative dividend at a rate of seven 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 June 30, 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 June 30, 2026 and December 31, 2025.

Previous wording

The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30-day period immediately prior to the redemption; provided that such price shall not greater than $20.00.

Current wording

The Company may, at its option, in whole, or part, redeem the Holdings Series B Stock any time after the first anniversary of the date of the Subscription Agreement at a redemption price equal to the greater of (i) $12.00 per share of Holdings Series B Stock, plus accrued but unpaid dividends or (A) 1.20 multiplied by (B) the volume weighted average price for 20 trading days during the 30-day period immediately prior to the redemption; provided that such price shall not be greater than $20.00.

Previous wording

In connection with the restructuring of these notes, the Company paid approximately $3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The amounts outstanding as of March 31, 2026 and December 31, 2025 was $5.3 million. The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum. Related interest expense was approximately $0.1 million for the three months ended March 31, 2026 and 2025.

Current wording

In connection with the restructuring of these notes, the Company paid approximately $3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The amounts outstanding as of June 30, 2026 and December 31, 2025 was $5.3 million. The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum. Related interest expense was approximately $0.1 million for the three months ended June 30, 2026 and 2025 and $0.3 million for the six months ended June 30, 2026 and 2025.

Previous wording

The following table sets forth a summary of cash flows for the three-month periods ended March 31, 2026 and 2025:

Current wording

The following table sets forth a summary of cash flows for the six-month periods ended June 30, 2026 and 2025:

Previous wording

Cash Flows from Operating Activities. Net cash provided by operating activities was $0.5 million for the three-month period ended March 31, 2026, compared to net cash provided by operating activities of $1.1 million for the three-month period ended March 31, 2025, representing a decrease of approximately $0.5 million or 48.9%. The decrease was primarily attributable to the decrease in accounts payable, accrued expenses and other liabilities of approximately $2.4 million, the increase in share-based compensation of $0.4 million and an increase in net income of approximately $0.9 million to net income of $1.9.

Current wording

Cash Flows from Operating Activities. Net cash provided by operating activities was $1.7 million for the six-month period ended June 30, 2026, compared to net cash provided by operating activities of $1.1 million for the six-month period ended June 30, 2025, representing an increase of approximately $0.5 million or 46.5%. The increase was primarily attributable to the increase in share-based compensation of $0.2 million and an increase in net income of approximately $1.8 million offset by a decrease in accounts payable, accrued expenses and other liabilities of approximately $2.8 million.

Previous wording

Cash Flows from Investing Activities. Net cash used in investing activities was $0.01 million for the three-month period ended March 31, 2026, compared with the $0.01 million for the three-month period ended March 31, 2025.

Current wording

Cash Flows from Investing Activities. Net cash used in investing activities was $0.01 million for the six-month period ended June 30, 2026, compared with the $0.01 million for the six-month period ended June 30, 2025.

Previous wording

Cash Flows from Financing Activities. Net cash used in financing activities was approximately $0.7 million for the three-month period ended March 31, 2026 compared to net cash used in financing activities of approximately $0.7 million for the three-month period ended March 31, 2025.

Current wording

Cash Flows from Financing Activities. Net cash used in financing activities was approximately $1.4 million for the six-month periods ended June 30, 2026 and 2025.

Previous wording

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Management exercises judgment in determining whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenue on a net basis). For additional information see Note 3 in the condensed consolidated financial statements as of and for the three-month periods ended March 31, 2026 and 2025.

Current wording

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Management exercises judgment in determining whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenue on a net basis).
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

$4,000,000 and up, and the payout rate starts at 50% and increases to a top payout rate of 94% for annual production of $4,000,000 and up.

Current report — wording carried from elsewhere

For additional information see Note 3 in the condensed consolidated financial statements as of and for the three and six-month periods ended June 30, 2026 and 2025.