Dominari Holdings Inc.

Notes to Consolidated Financial Statements

Note 1. Organization and Description of Business and Recent Developments

Organization and Description of Business

Dominari Holdings Inc. (the “Company”), formerly Aikido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by Dominari Labs, LLC (formerly Aikido Labs, LLC). In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker- dealer, a member of the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities is also licensed to provide investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

On September 9, 2022, Dominari Financial entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer, a member of FINRA and an investment adviser registered with the SEC. Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from the Seller 100% of the membership interests in FPS (the “Membership Interests”). The registered broker-dealer and investment adviser businesses will be operated as a wholly owned subsidiary of Dominari Financial. The FPS Purchase Agreement provided for Dominari Financials’ acquisition of FPS’ Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari Financial paid to the Seller $2.0 million in consideration for a transfer by the Seller to Dominari Financial 20% of the FPS Membership Interests. Following the Initial Closing, FPS filed a continuing membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). The Rule 1017 Application was approved by FINRA on March 20, 2023. The second closing occurred on March 27, 2023. Dominari Financial paid to the Seller an additional $1.4 million in consideration for a transfer by the Seller to Dominari Financial of the remaining 80% of the Membership Interests. As a result of the ownership change, FPS was renamed Dominari Securities LLC.

On October 13, 2023, the Company entered into two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment Manager”), which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

On May 21, 2024, Dominari Financial and Heritage Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari Financial Heritage Strategies LLC (“DFHS”). The JV Agreement governs the operation of DFHS, including the distributions to the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. Pursuant to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS. Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”). The Company holds a ninety percent (90%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Note 2. Liquidity and Capital Resources

The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past equity offerings.

As of December 31, 2025, the Company has approximately $34.0 million of cash and cash equivalents and $46.5 million of marketable securities as well as $9.8 million of securities owned. Additionally, the Company had approximately $4.0 million in receivable from clearing brokers. As disclosed in Note 18, subsequent to December 31, 2025, the Company sold it shares of American Bitcoin Corp (“ABTC”) common stock of $39.4 million included in marketable securities at December 31, 2025 (please see Note 5 for further information about ABTC). Unless otherwise noted, all such funds are available to fund the Company’s operations. Based upon projected cash flow requirements, the Company has adequate cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations to fund its operations for at least the next twelve months from the date of the issuance of these consolidated financial statements.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC.

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Dominari Labs LLC (formerly, Aikido Labs LLC), Dominari Financial Inc., Dominari IM LLC, Dominari Manager LLC and Dominari Securities along with American Ventures IM LLC and American Ventures Manager LLC, both of which are owned 90% by the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

Joint Ventures

On May 21, 2024, the Company entered into a limited liability company operating agreement to form Dominari Financial Heritage Strategies LLC (“DFHS”). The Company has a 50% interest in DFHS. The purpose of DFHS is to sell various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. The Company has determined it is not the primary beneficiary of DFH and thus will not consolidate the activities in its consolidated financial statements. The Company will account for its interest in DFHS under the equity method accounting in accordance with ASC 323. As of December 31, 2025, there has been no material activity in DFHS.

Use of Estimates

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, , marketable securities, securities owned, the valuation of long-term equity investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

Concentration of Cash

The Company maintains cash balances at four financial institutions in checking accounts. From time to time, the Company’s cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. As of December 31, 2025, the Company had $1.8 million in cash and $32.2 in cash equivalents andno cash equivalents as of December 31, 2024.

Marketable Securities

Marketable securities are classified as trading and are carried at fair value. The Company’s marketable securities consist of highly liquid mutual funds, exchange-traded & closed-end funds which are valued at quoted market prices, as well as common stock and warrants of publicly listed companies.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three tofive years. Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

Research and Development

Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

Accounting for Warrants

The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of Accounting Standards Codification (“ASC”) 815,Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).

Stock-based Compensation

The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over aone- tofive-year period.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award.

Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on either the simplified method, if applicable, which is the half-life from vesting to the end of its contractual term or when applicable, probability estimates of expected exercises of such options.

Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

The Company accounts for forfeitures as they occur.

Fair Value

Financial instruments, including cash and cash equivalents, accounts payable and accrued expenses and accrued compensation and commissions are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Securities owned

Securities owned consist of equity securities including, common stock and warrants of publicly traded companies which are held by Dominari Securities. Securities owned and securities sold, but not yet purchased are recorded in the balance sheet at fair value, with the change in fair value and any realized gains or losses upon purchase or sale recorded within the statement of operations as principal transactions.

Dominari Securities may receive securities, including common or preferred stock and stock purchase warrants, from companies as part of its compensation for underwriting services. These instruments are stated at fair value in accordance with GAAP, and recorded within the balance sheet as securities owned. Such securities that the Company receives may be subject to contractual or instrument specific restrictions which prevent Dominari Securities from reselling the securities within the open market. Under ASC 820 only those restrictions which are an attribute of the instrument, and do not arise from any contractual agreement, are considered when determining fair value.

Equities

A portion of the Company’s equity securities, which are held by Dominari Securities, are subject to restrictions as disclosed in Note 7. Equities that have periods of contractual trading restrictions, discounts were considered in determining fair value The Company’s significant unobservable inputs, included the implied probability of 15% of certain marketplace transactions and events occurring which would permit the sale of equities held. These equities are included in securities owned.

Warrant Investments

Warrant fair values are primarily determined using a Black Scholes option pricing model, which includes the underlying stock price, warrant strike price, expected remaining term, volatility, and risk-free rate as the primary inputs to the model. Increases or decreases in any of these inputs could result in a material change in fair value. Additionally, for warrants that have periods of contractual trading restrictions, marketability discounts were considered in determining fair value. Warrants held by Dominari Securities are included in securities at fair value owned and other warrants are included in marketable securities.

The following inputs are considered for determining the fair values of warrants:

Fair Value Option - Short-term Note and Convertible Note

The guidance in ASC 825,Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. The Company has elected to measure the purchases of its notes using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other, net in the consolidated statements of operations. Interest accrues on the unpaid principal balance on a quarterly basis and is recognized in interest income in the consolidated statements of operations.

The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Pursuant to this guidance, assets and liabilities are measured at fair value based, in part, on general economic and stock market conditions and those characteristics specific to the underlying investments. The carrying value is adjusted to estimated fair value at the end of each quarter, required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

Long-term Equity Investments and marketable securities

The Company holds certain strategic investments that are not part of its broker-dealer trading activities. The Company accounts for long-term equity investments under Accounting Standards Codification (“ASC”) 321 “Investments-Equity Securities” (“ASC 321”). In accordance with ASC 321, equity securities with readily determinable fair values are accounted for at fair value based on quoted market prices. Any equity securities with a readily determinable fair value are included within marketable securities on the accompanying consolidated balance sheet. Equity securities without readily determinable fair values are accounted for either at net asset value or using the measurement alternative. Under the measurement alternative, the equity investments are measured at cost, less any impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are accounted for under ASC 321 using the measurement alternative. Equity method investments and other long-term investments that are not part of our broker-dealer trading activities are included in “long term equity investment” on the consolidated balance sheet. These investments are generally strategic in nature and are not actively traded. Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations.

Receivable from Clearing Brokers

Receivable from Dominari Securities’ clearing brokers consisted of approximately $1.4 million of liquid insured deposits and $2.1 million of commissions receivable , and $0.5 million of good faith deposits maintained by the Company with its clearing brokers as of December 31, 2025. Receivable from Dominari Securities’ clearing brokers consisted of approximately $15.4 million of liquid insured deposits, $1.3 million of commissions receivable and $0.6 million of good faith deposits maintained by the Company with its clearing brokers as of December 31, 2024. Such amount is stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated losses resulting from the inability of its clearing brokers to make required payments. Management considers the following factors when determining the collectability of specific accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. As of December 31, 2025 and 2024 an allowance for credit losses was not deemed necessary.

Leases

The Company accounts for its leases under ASC 842,Leases(“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 9 -Leases).

Revenue

The Company recognizes revenue under ASC 606 -Revenue from Contracts with Customers(“ASC 606”)*.*Revenue is recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

The following provides detailed information on the recognition of the Company’s revenue from contracts with customers:

Any non-cash consideration earned by the Company in providing the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is recognized. The Company records such Non-Cash Consideration on the date at which its performance obligation is fulfilled using the date of contract inception as the fair value measurement date, as required by FASB ASC 606-10-32-21 and recorded as underwriting revenues. Any changes resulting from the form of the consideration after contract inception (e.g. fair value) are not included in the transaction price and, therefore, are included in principal transactions. To the extent changes in the noncash consideration occur for reasons other than the form of the consideration (e.g., notional quantity of instruments provided is based upon the Company’s performance), the Company applies relevant guidance on variable consideration, constraining such amounts until the associated uncertainty is resolved. Similarly, any commissions or compensation expense from providing non-cash consideration provided to employees and is recognized at fair value in accordance with ASC 820 on the same date.

Contract liabilities relate to payments received in advance of performance under the contract and are the result of remaining performance obligations for management services. Contract liabilities are recognized as revenues when the Company provides ongoing investment management services. During the year ending December 31, 2025, Manager received approximately $3.6 million of cash which will be recognized over time. As of December 31, 2025, $4.5 million of such revenue has been deferred and is included in contract liabilities on the accompanying consolidated balance sheet. Approximately $1.0 million is expected to be recognized during the year ending December 31, 2026.The remaining balance is expected to be recognized through 2030

Compensation and benefits

Compensation and benefits includes fixed salaries, commissions (paid in either cash or in securities), related benefits and stock-based compensation incurred on an accrual basis. The Company has a defined contribution 401(k) plan that covers all employees and allows an employer contribution of up to 50% of the first 3% of each participating employee’s eligible compensation contributed to the plan and 50% of the nexttwo percent of each participating employee’s eligible compensation. Participants are 100% vested in these matching contributions when they are made. Eligible employees may elect to defer pre-tax contributions regulated under Section 401(k) of the Internal Revenue Code. The Company’s matching contributions are included in compensation and benefits in the consolidated statements of operations. Please see “ Stock based compensation” section above for additional information on stock-based compensation accounting policies.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary difference resulting from matters that have been recognized in the Company’s consolidated financial statement or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. A change to the tax rates used to measure the Company’s deferred taxes is recognized in income during the period in which the new rate(s) were enacted

The Company recognizes deferred tax assets to the extent the Company’s assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including the future reversals of existing taxable temporary differences, projected future taxable income exclusive of reversing temporary differences and carryforwards, tax-planning strategies, taxable income in prior carryback years if permitted under tax law, and the results from prior years. If the Company determines it is more likely than not that all or a portion of a deferred tax asset will not be realized, a valuation allowance is recorded with a charge to income tax expense. Alternatively, if the Company determines that all or a portion of a deferred tax asset previously not meeting the more likely than not threshold will be realized, the Company reduces its valuation allowance and recognizes a benefit in income tax expense.

The Company recognizes and measures uncertain tax benefits in accordance with ASC 740 based on a two-step process in which (1) the Company determines whether it is more likely than not that the tax position will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority. If applicable, interest costs and penalties related to unrecognized tax benefits are required to be calculated and would be classified as interest and penalties in general and administrative expense in the statement of operations.

Recently Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which enhances the transparency and decision usefulness of income tax disclosures. Adjustments to the annual disclosure of income taxes include: (1) A tabular rate reconciliation comprised of eight specific categories, (2) Incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3) Eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national and foreign, and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign. The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024 with early adoption permitted. The amendments in ASU 2023-09 were adopted by the Company as of January 1, 2025 on a prospective basis. There was no material impact to the Company’s financial statements as a result of adopting ASU 2023-09.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity discloses more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.

Effect of new accounting pronouncements to be adopted in future periods

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these consolidated financial statements.

Reclassification of prior year amounts

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or stockholders’ equity.

Note 4. Marketable Securities

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the years ended December 31, 2025 and 2024, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements of operations, are as follows ($ in thousands):

Note 5. Long-Term Equity Investments

The Company holds interests in several privately held companies as long-term investments. The following table presents the Company’s long-term investments as of December 31, 2025 and 2024 ($ in thousands):

The Company hadno changes to the carrying values for the year ended December 31, 2025, and recorded a decrease in the carrying values of approximately $7.1 million for the year ended December 31, 2024. Please see below details of the changes in carrying value by investment. The decrease in total carrying value of the Company’s long-term equity investments in 2025 from $12.2 million to $11.7 million is as a result of the sale of the Company’s Databricks investment for $0.5 million as detailed below.

Investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI)

On May 2, 2024, the Company entered into an agreement (the “xAI Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 100,000 Series XI xAI Units for $0.1 million. During the Company’s fourth quarter 2024 review of the xAI investment, the Company noted a fourth quarter funding round that slightly increased the carrying value. As a result, as of December 31, 2024, the Company recorded an increase in the carrying value of $9 thousand withno change for the fiscal year ended December 31, 2025.

Investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.)

On June 17, 2024, the Company entered into an agreement (the “Cerebras Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 25,000 Series XI Cerebras Units for $25,000.

Investment in Dominari Master SPV LLC Series XII (Groq, Inc.)

On July 25, 2024, the Company entered into an agreement (the “Groq Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 25,000 Series XII Groq Units for $25,000.

Investment in Tesspay, Inc. and Revere Master SPV Series VI (TessPay, Inc.)

On March 23, 2022, the Company entered into a securities purchase agreement (the “Tesspay Securities Purchase Agreement”) with Tesspay. Under the Tesspay Securities Purchase Agreement, the Company agreed to purchase 1,000,000 shares of common stock of Tesspay for approximately $0.2 million. The Company also invested an additional $1.0 million for pre-IPO shares with Revere Master SPV LLC-Series VI, who handled the offering for Tesspay. As of December 31, 2023 the investment was valued at $2.7 million. Management noted that Tesspay filed an amendment to its SEC Form S-1 Registration Statement on April 30, 2024 wherein Tesspay disclosed its intent to IPO at between $5.0 and $6.0 price per share. However, given the uncertainty around the probability of the timing of an IPO, the Company has written its investment down to its cost basis. Through the fiscal years 2024 the Company recorded a decrease in the carrying value of the investment of $1.4 million, with a carrying value of $1.2 million as of December 31, 2025 and 2024.

Investment in Thrasio, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Thrasio Securities Purchase Agreement”) with privately-held company Thrasio, LLC, an aggregator of private brands of top Amazon businesses and direct-to-consumer brands. As of December 31, 2023, the investment was valued at $0.3 million. During our first quarter 2024 review of the Thrasio investment Dominari noted news activity related to Thrasio had filed for Chapter 11 bankruptcy protection. As a result, the Company recorded an impairment charge of approximately $0.3 million and the investment in Thrasio was valued at $0 as of December 31, 2025 and 2024.

Investment in Aeon Partner Funds Series EG (Epic Games, Inc.)

On March 22, 2022, the Company entered into a securities purchase agreement (the “Epic Games Securities Purchase Agreement”) with Aeon Partners Fund, Series EG, who handled the offering of Epic Games shares. Under the Epic Games Securities Purchase Agreement, the Company agreed to purchase an aggregate of 901 shares of common stock of Epic Games for a total $1.5 million. In April 2022, the Company invested an additional $2 million for the purchase of additional shares of common stock of Epic Games through the Aeon Partners Fund, Series EG. As of December 31, 2023 the investment was valued at $3.5 million. During the Company’s first quarter of 2024 review of the investment Dominari noted a $1.5 billion funding round at a lower price per share than the Company’s initial investment in Epic Games resulting in a $1.3 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $2.2 million as of December 31, 2025 and 2024, respectively.

Investment in Payward, Inc. and MWSI VC Kraken-II, LLC (Payward, Inc. d.b.a.Kraken)

During the Company’s first quarter of 2024 review of the investment, Dominari recorded a $0.2 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $0.4 million as of December 31, 2025 and 2024, respectively.

Investment in AdvEn Inc.

On December 26, 2021, the Company entered into a securities purchase agreement (the “AdvEn Securities Purchase Agreement”) with AdvEn Inc. (“AdvEn’), formerly known as Nano Innovations Inc. Under the AdvEn Securities Purchase Agreement, the Company purchased a 10% senior secured convertible promissory note (the “AdvEn Convertible Note”) in the principal amount of $750,000 and warrants (“AdvEn Warrants”, and together with the AdvEn Convertible Note, the “AdvEn Convertible Securities”) permitting the Company to purchase an amount of AdvEn’s common voting shares equal to 50% of the number of common shares issuable upon the conversion of the AdvEn Convertible Note. The Company paid a purchase price of $750,000 for the AdvEn Convertible Note and the AdvEn Warrants. In the fourth quarter of 2022, the Company identified indicators of impairment and recorded an impairment loss on the total investment held.

On September 11, 2024, the Company entered into a securities exchange agreement with AdvEn in which the Company agreed to cancel and retire the AdvEn Convertible Securities in exchange for a number of shares of Series D preferred stock of AdvEn equal to 110% of the outstanding amount of the AdvEn Convertible Note that was cancelled multiplied by AdvEn’s initial public offering price, which is convertible into shares and warrants (the “Exchange”) and carries a liquidation preference of $1,000 per share. During the Company’s first quarter of 2024 review of the investment, Dominari recorded a $0.1 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $0.8 million as of December 31, 2025 and 2024, respectively.

Investment in Aeon Partners Fund Series DB (Databricks, Inc.)

In the fourth quarter of 2024, the Company partially redeemed a portion of its membership units in Aeon Partner Funds Series DB (Databricks, Inc.). In November of 2024, the Company redeemed 4,638.44 membership units and recognized a gain of approximately $31,000 from the carrying value of the investment from December 31, 2023. The Company redeemed its interest in Databricks Inc. in the first quarter of 2025 for $0.5 million, resulting in a gain of $28 thousand.

Investment in Automation Anywhere, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Automation Anywhere Securities Purchase Agreement”) with privately held company Automation Anywhere, Inc. During the fourth quarter 2024 review of its investment, the Company noted recent secondary transactions indicating a decrease in the implied value of the investment per the Company’s independent third-party valuation. As a result, the Company recorded and impairment charge of approximately $80 thousand in 2024 and the investment in Automation Anywhere was valued at $0.4 million as of December 31, 2025and 2024 respectively.

Investment in American Bitcoin Corp.

On February 18, 2025, the Company announced the creation of American Data Centers Inc. (“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across the United States to meet the accelerated demand for advanced computing.

On March 31, 2025, ADC completed a series of transactions (“Transactions”), wherein ADC, Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued stock representing 80% of the issued and outstanding equity interests of ADC. At the closing of the Transactions, ADC changed its name to American Bitcoin Corp. (“American Bitcoin”). In connection with the Transactions, American Bitcoin and Hut 8 entered into definitive agreements for Hut 8 to provide exclusive management back-office operational and ASIC colocation services to American Bitcoin. As a result of the Transactions, American Bitcoin became a subsidiary of Hut 8 in which the Company held a 3.17% minority interest in American Bitcoin represented by 23,199,205 shares of common stock. The Company also entered into a lock-up agreement (“Lock-Up Agreement) restricting the Company’s sale of any shares owned, until a pre-determined amount of time after any merger or other go-public events of American Bitcoin.

On June 27, 2025, American Bitcoin consummated a private placement pursuant to which it raised gross proceeds of approximately $220 million from the sale of American Bitcoin’s Class A common stock at a per share purchase price of $20 (the “Private Placement”) for which Dominari Securities acted as placement agent. The Class A and Class B common stock had the same rights, powers and privileges and were identical in all respects as to all matters. As a result of the Private Placement, the Company held an approximate 2.6% minority interest in American Bitcoin and adjusted the carrying value of its 1.6 million shares of American Bitcoin’s Class B common stock, which was exchangeable with the Class A common stock on a one for one basis, to $32.0 million at June 30, 2025. As of June 30, 2025, the carrying value of the American Bitcoin investment was recorded within the long-term equity investments caption of the Company’s consolidated balance sheet.

On September 2, 2025, Gryphon Digital Mining, Inc. (NASDAQ:GRYP), a bitcoin mining company that offers carbon-neutral bitcoin mining and digital mining operations, entered into a definitive merger agreement with American Bitcoin Corp. to form a combined company that would operate under the brand American Bitcoin and be led by the board of directors of American Bitcoin and would be listed for trading on NASDAQ under the ticker symbol “ABTC”. As part of the Merger, a 14.4995-for-1 stock split was completed, resulting in the Company receiving 23,199,205 shares of ABTC common stock. ABTC began trading on NASDAQ for $8.00 per share, on September 3, 2025.

As of December 31, 2025, the Company valued its investment in ABTC using the quoted market price of $1.70 per share resulting in a fair value of approximately $39.4million, recorded within the marketable securities caption of the consolidated balance sheet. The Company recorded the entire associated unrealized gain of $39.4 million within the “gain (loss) on marketable securities” caption of the consolidated statement of operations for the year ended December 31, 2025. On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million with a closing date of January 20, 2026, please see Note 18 for additional information regarding the ABTC Sale.

Note 6. Notes Receivable

As of December 31, 2025, the Company had no notes receivable. The following table presents the Company’s notes receivable as of December 31, 2024 ($ in thousands):

December 31, 2024

Convergent Therapeutics, Inc.

On December 2, 2024, the Convergent Convertible Note matured and for the year ended December 31, 2024, the Company received principal repayments of approximately $1 million and interest income of approximately $223,000 and a realized loss of $6,000.

American Innovative Robotics, LLC

The Company recorded interest income of approximately $20,000, and a realized gain on the note of approximately $221,000 on the American Innovative Robotics Promissory Note for the year ended December 31, 2025. The note was fully paid off as of March 24, 2025 with proceeds totaling $1.1 million , resulting in an ending value of $0.

Raefan Industries LLC

During 2024, the Company deemed that the note for Raefan Industries LLC was uncollectible, and as a result, the Company recorded a realized loss as a result of directly writing off the note on Raefan Industries LLC, resulting in an ending value of $0 for the period ended December 31, 2025 and December 31, 2024. On June 30, 2025, the Company executed a Note Modification Agreement to extend the maturity date of the note to December 31, 2025. As of December 31, 2025, the Company maintained the note as uncollectible and fully written off.

Note 7. Fair Value of Financial Assets and Liabilities

The following table presents the Company’s assets and liabilities that are measured at fair value as of December 31, 2025 and 2024 ($ in thousands):

The fair value of level 3 securities owned totaling $1.7 million shown above at December 31, 2025 are subject to an initial lock-up period until June 5, 2026, and further restrictions to which the Company cannot liquidate its investment until such restrictions are met. Additionally, approximately $6.6 million of fair value of level 2 securities owned shown above at December 31, 2025 represents warrants that are subject to lock-up periods that will end by March 31, 2026 and another $1.2 million of fair value of warrant securities with lock-up periods that will end by June 30, 2026 as well.

Level 3 Measurement

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

December 31, 2024

The Company’s Level 3 fair value measurements at December 31, 2025, were determined by the following quantitative inputs:

Notes Receivable at fair value

As of December 31, 2025, the fair value of the notes receivable was measured taking into consideration cost basis, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. For the year ended December 31, 2025, the Company had realized gains on notes receivable of $0.2 million.

The following table provides quantitative information regarding the Company’s Level 3 fair value measurements at December 31, 2025, and 2024:

Note 8. Prepaid expenses and other assets

Other assets consist of the following as of December 31, 2025, and 2024 ($ in thousands):

Property and equipment, net, consists of the following as of December 31, 2025 and 2024:

Depreciation expense was $105 thousand and $105 thousand during the years ended December 31, 2025 and 2024, respectively.

Note 9. Leases

On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22 nd Floor Premises”). The Company currently uses the 22 nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date). Under the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11, 2023, equal to $12,874. Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to $13,502. The Company took possession of the 22 nd Floor Premises on the Commencement Date.

On September 23, 2022, Dominari Financial entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New York, New York (the “Premises”). Dominari Financial currently uses the Premises to run its day-to-day operations. The initial term of Dominari Financial’s Lease is seven (7) years commencing on the date that possession of the Premises is delivered to Dominari Financial. Under Dominari Financial’s Lease, Dominari Financial is required to pay monthly rent equal to $49,368. Effective for the sixth and seventh years of Dominari Financial’s Lease, the rent shall increase to $51,868 per month. The Company took possession of the Premises in February 2023.

On September 2, 2025, the Company entered into a Lease Agreement (the “Company’s Florida Lease”) with Blue Diamond Towers, LLC, a Delaware limited liability company. Under the Company’s Florida Lease, the Company rents a portion of the first floor designated as Suite 103 of the North Building at 3835 PGA Boulevard in Palm Beach Gardens, Florida, (the “Florida Premises”). The Company will use the Florida Premises as Executive Offices. The initial term of the Company’s Florida Lease is two (2) years commencing on October 1, 2025. Under the Company’s Florida Lease, the Company is required to pay monthly rent, commencing on October 1, 2025, equal to $10,000. Effective for the second year of the Company’s Florida Lease, the rent shall increase to $10,300. The Company took possession of Florida Premises in October 2025.** **

The tables below represent the Company’s lease assets and liabilities as of December 31, 2025 and 2024:

The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:

During the years ended December 31, 2025 and 2024, the Company recorded approximately $0.8 million and $0.8 million, respectively, of lease expense to current period operations.

Supplemental cash flow information related to leases were as follows:

As of December 31, 2025, future minimum payments during the next five years and thereafter are as follows:

The tables below represent the Company’s lease assets and liabilities as of December 31, 2025 and 2024:

Note 10. Net Loss per Share

Basic loss per share of common stock is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding for the period. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock as of the first day of the period.

Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the years ended December 31, 2025, and 2024 are as follows:

Note 11. Stockholders’ Equity and Convertible Preferred Stock

Common Stock

As of December 31, 2025, there are 16,067,435 shares of common stock issued and outstanding. This does not include 80,000 unvested shares issued that are subject to forfeiture through December 11, 2026.

On February 10, 2025, the Company entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering. In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase price of $3.47 per share and accompanying warrants (the “February 2025 Financings”). The Series A warrants are exercisable immediately upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance. The Series B warrants are exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance. The net proceeds to the Company from the February 2025 Financings were approximately $13.5 million.

On February 10, 2025, the Company entered into advisory agreements with various individuals who were issued shares of common stock. The agreements are for a term of two years but are cancellable by either party. As part of these agreements,2,550,000 shares of common stock were issued on February 18, 2025. An additional 850,000 shares may be issued under the terms of the agreements when certain provisions are met, which as of the date of grant is probable. These shares are nonforfeitable and thus were fully expensed by the Company at the time of grant. The Company used a Monte Carlo simulation to calculate the grant date fair value of the common stock. The fair value of issued shares amounted to $20.9 million and is presented in advisory fees expense on the audited consolidated statement of operations.

The securities in the concurrent private placement were offered under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered shares, the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

Certain officers, directors, employees and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.

During the period January 1, 2025 to December 31, 2025 warrants were exercised by various individuals resulting in additional common stock issuance of 1,418,538 shares generating cash proceeds of $5.6 million which is included in additional paid-in capital on the consolidated statements of changes in stockholders’ equity.

Series D Convertible Preferred Stock

In connection with the acquisition of North South’s patent portfolio in September 2013, the Company issued 1,379,685 shares of its Series D Convertible Preferred Stock (“Series D Preferred Stock”) to the stockholders of North South. Each share of Series D Preferred Stock has a stated value of $0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series D Preferred Stock shall be entitled to receive, for each share of Series D Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an “as converted” basis. Each holder of Series D Preferred Stock shall be entitled to vote on all matters submitted to its stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation and the conversion limitations described below. The conversion ratio of the Series D Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions.

As of December 31, 2025, and 2024,5,000,000 Series D Preferred Stock was designated;3,825 and 3,825 shares remained issued and outstanding.

Series D-1 Convertible Preferred Stock

The Company’s Series D-1 Convertible Preferred Stock (“Series D-1 Preferred Stock”) was established on November 22, 2013. Each share of Series D-1 Preferred Stock has a stated value of $0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series D-1 Preferred Stock shall be entitled to receive, for each share of Series D-1 Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an “as converted” basis. Each holder of Series D-1 Preferred Stock shall be entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation. The conversion ratio of the Series D-1 Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company commenced an exchange with holders of Series D Convertible Preferred Stock pursuant to which the holders of the Company’s outstanding shares of Series D Preferred Stock acquired in the Merger could exchange such shares for shares of the Company’s Series D-1 Preferred Stock on a one-for-one basis.

As of December 31, 2025 and 2024,5,000,000 Series D-1 Preferred Stock was designated;834 and 834 shares remained issued and outstanding.

Dividends

On February 11, 2025, the board of directors approved a special cash dividend of $0.32 per share payable on March 3, 2025, to holders of common stock and certain warrant holders as of close of business on February 24, 2025. On September 9, 2025, the board of directors approved a special cash dividend of $0.22 per share payable on September 26, 2025, to holders of common stock and certain warrant holders as of close of business on September 3, 2025. On December 11, 2025, the board of directors approved a special cash dividend of $0.432 per share payable on January 26, 2026, to holders of common stock and certain warrant holders as of close of business on January 5, 2026, Cash dividends declared in 2025 totaled $22.2 million and have been charged to accumulated deficit. Dividends paid for the three months ended March 31, 2025, totaled $7.0 million, and dividends paid for the three months ended September 30, 2025, totaled $4.9 million and dividends payable totaled $10.3 million at December 31, 2025.

Treasury Stock

There were 60,148 shares of treasury stock on December 31, 2024. The Company retired such shares in July 2025 and there wereno shares of treasury stock as of December 31, 2025.

Warrants

A summary of warrant activity for the years ended December 31, 2025, is presented below:

Restricted Stock Awards and Stock Options

On October 7, 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provided for the issuance of up to 1,100,000 shares in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The 2022 Plan expires on January 1, 2032, and is administered by Dominari Holdings Board of Directors.

In October 2023, the Company issued an aggregate of 96,311 shares of the Company’s common stock to a member of the Company’s Board of Directors for services rendered. These restricted stock awards began vesting annually in three increments beginning on April 13, 2024. During the year ended December 31, 2024,32,103 shares were vested and the remaining shares forfeited.

On June 11, 2024, the Company executed grant agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received 154,559 shares of the Company’s common stock with a grant value of $2.18. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $0.7 million.

On December 31, 2024, the Company executed grant agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received 309,118 shares of the Company’s common stock with a grant value of $0.98. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $0.7 million.

On February 10, 2025, the Company issued 50,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value $308,000.

On February 10, 2025, the Company issued 351,851 shares of the Company’s common stock to Messrs. Christopher Devall under the Company’s 2022 Equity Incentive Plan. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value $2.1 million.

On February 12, 2025 in connection with the closing of the PIPE, the Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant to Messrs. Anthony Hayes. Pursuant to the Committee’s decision, he received 500,000 shares of the Company’s common stock. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $3.4 million.

On March 11, 2025, the Company executed grant agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received 154,559 shares of the Company’s common stock. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $1.7 million.

On December 10, 2025, the Company issued 316,346 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan. These shares will vest on September 30, 2026; provided that in the event of a change in control prior to any such vesting date, the shares which have not yet vested shall vest and become nonforfeitable upon the effective date of such change in control, with a total fair value of $1.3 million .

On December 11, 2025, the Company issued 80,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan. These shares will vest on the one-year anniversary of the grant date; provided that in the event of a change in control prior to any such vesting date, the shares which have not yet vested shall vest and become nonforfeitable upon the effective date of such change in control, with a total fair value of $381 thousand.

See Restricted Stock roll-forward below.

A summary of restricted stock awards activity for the years ended December 31, 2025 and 2024, is presented below:

Stock-based compensation associated with the amortization of restricted stock awards expense was approximately $7.8 million and $1.4 million for the years ended December 31, 2025, and 2024, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

As of December 31, 2025, there is approximately $1.6 million unrecognized stock-based compensation expense related to restricted stock awards.

Stock Options

On February 10, 2025, the Company granted an additional 5.0 million fully vested nonqualified stock options (each, a “Performance Award” and collectively, the “Performance Awards”) each to Anthony Hayes and Kyle Wool conditioned upon either the Company’s shareholders approving the Performance Awards or approving an increase in the share reserve of the Company’s 2022 Equity Incentive Plan (the “Plan”) such that the full number of shares underlying the Performance Awards could be delivered under the Plan. On April 1, 2025, following a special meeting of shareholders, the Company’s shareholders voted to approve an increase in the Plan’s share reserve allowing the Performance Awards to be delivered under the Plan. As of December 31, 2025, the Company recorded an expense of $26.1 million for the Performance Awards.

On December 1, 2025, the Company entered into an advisory agreement with a certain individual who was issued 50,000 nonqualified stock options (“Advisor Options”). Each party reserves the right to terminate the agreement at any time, with or without cause, upon five (5) days prior written notice to the other party. One half of the Advisor Options shall vest and become exercisable during its term on December 1, 2025, and one half of the Advisor Options shall vest and become exercisable during its term on June 1, 2026, in the manner and subject to the terms and conditions of the Plan and the Stock Option Grant Agreement (the “Option Grant Agreement”). The Company used a Black Scholes valuation to calculate the grant date fair value of the Advisor Options. The fair value of the Advisor Options amounted to $146 thousand and the Company recorded an expense of $85 thousand in 2025 related to such options.

A summary of option activity under the Company’s stock option plan for year ended December 31, 2025 and 2024 is presented below:

Stock-based compensation associated with the amortization of stock option expense was approximately $26.2 million and $0.3 million for the years ended December 31, 2025, and 2024, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

The following were assumptions used in the Company’s fair value analysis:

Estimated future stock-based compensation expense relating to unvested stock options is approximately $61 thousand.

Non-controlling Interest

As previously discussed, the Company owns 90% of AV Manager and AV Investment Manager, the remaining 10% is owned by non-controlling parties. As such,10% of any profits earned by these entities are attributable to non-controlling interests and are presented in the consolidated statements of changes in stockholders’ equity. As of December 31, 2025, the amount attributable to non-controlling interest was $2.0 million of which there is nothing payable to non-controlling interests.

Note 12. Revenue

Disaggregation of Revenue

For the years ended December 31, 2025, and 2024 total revenue and revenue related to contracts with customers within the scope of Topic 606 were ($ in thousands):

Revenue Recognized at a Point in Time

The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. For the year ended December 31, 2025, revenue that was recognized at a point in time includes underwriting services of $79.0 million, Carried interest of $22.7 million, commissions of $19.5 million and principal transactions revenue of ($0.9) million. For the year ended December 31, 2024, revenue that is recognized at a point in time includes underwriting services of $11.4 million, commissions of $6.1 million and principal transactions revenue of $2.2 million.

Revenue Recognized Over Time

The Company recognizes revenue over a period of time, generally monthly on a straight-line basis, as services are performed, and performance obligations are satisfied. For the year ended December 31, 2025, revenue that is recognized over time includes account advisory fees of $246 thousand, other revenue of $590 thousand, management fees of $606 thousand , interest income from customers of $368 thousand and interest income-noncustomers of $904 thousand. For the year ended December 31, 2024, revenue that was recognized over time includes account advisory fees of $308 thousand, other revenue of $309 thousand, management fees of $103 thousand interest income from customers of $133 thousand and interest income-noncustomers of $533 thousand.

Note 13. Commitments and Contingencies

Legal Proceedings

The Company may be subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries may be named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims may seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries may also be subject to other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. Due to the inherent difficulty of predicting the outcome of litigation and other claims the Company cannot state with certainty what the eventual outcome of potential litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these potential claims are likely to have a material effect on its financial position or results of operations.

In March 2024, the Company received a notice of petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’ former employer. This notice was filed against the Company’s subsidiary, Dominari Securities. The Company does not agree with the plaintiff’s claims. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.

In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s technology. Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending legal proceedings brought against it.

Note 14. Income Taxes

The following table summarizes income (loss) before income taxes ($ in thousands):

The Company’s income tax expense (benefit) is as follows ($ in thousands):

During the year ended December 31, 2024, the Company did not record any income tax expense or benefit.

The Company’s effective tax rate for the period ended December 31, 2025 was (55.6)%. The primary drivers of the variance from the statutory rate were state taxes, Sec. 162m disallowed compensation, net operating loss and amortization adjustments, and valuation allowance.

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements ($ in thousands):

The state and local income tax rate reconciliation category primarily reflects the impact of New York State and New York City, which together constitute more than 50% of the total effect of this category.

The Company’s effective tax rate for the period ended December 31, 2024 was 0.0%. The primary drivers of the variance from the statutory rate were state taxes, Sec. 162m disallowed compensation, and valuation allowance.

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements:

As of December 31, 2025 and 2024, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following ($ in thousands):

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the Company’s history of cumulative net losses, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has determined that, based on objective positive and negative evidence currently available, it is more likely than not that the Company will not realize the benefits of all deferred tax assets. Accordingly, the Company has provided a full valuation allowance for the deferred tax assets of approximately $38.3 million as of December 31, 2025 and approximately $48.4 million as of December 31, 2024. As of December 31, 2025, the change in valuation allowance is approximately $(10.1) million. The change in the valuation allowance reflected in the rate reconciliation relates solely to federal deferred tax attributes, whereas the larger net decrease in the valuation allowance presented in the deferred tax table primarily reflects a reduction in state valuation allowance balances, which are not included in the rate reconciliation.

As of December 31, 2025, the Company has federal, state post-apportioned, and foreign net operating loss (“NOL”) carryforwards of approximately $76.7 million , $74.5 million, and $0, respectively. Of the federal amount, $29.8 million have a limited carryforward period and will begin to expire in 2026, and $47.0 million will have an indefinite carryforward period. Of the state post-apportioned amount, $74.5 million have a limited carryforward period and will begin to expire in 2038.

Utilization of the U.S. NOL carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period.

The Company completed a Section 382 study and concluded that it underwent ownership changes as defined by the Code on September 10, 2013, March 31, 2014, May 24, 2016, December 5, 2019, March 31, 2020, March 31, 2021, and February 10, 2025. The Company had a net unrealized built in loss (“NUBIL”) position at each ownership change date. As a result, the Company’s utilization of certain tax attributes, including amortization of acquired intangible assets, is subject to the Section 382 limitation. The Company has approximately $76 million of acquired intangible assets capitalized between 2013 and 2023 that are subject to this limitation. The original net operating loss (“NOL”) carryforwards of approximately $122 million reflected approximately $38 million of tax amortization deductions previously claimed in excess of the amount allowable under the Section 382 limitation. Accordingly, these excess deductions are treated as recognized built in losses (“RBILs”) and are subject to limitation under Section 382. In addition, the Section 382 study identified approximately $17 million of future tax amortization deductions related to intangible assets that are expected to be limited, which are treated as additional RBILs. Accordingly, the $38 million of excess amortization deductions previously claimed, together with $17 million of future amortization deductions expected to be limited, are reflected as $55 million of RBIL carryforwards as of year end, rather than as net operating loss carryforwards. The remaining NOL carryforwards were adjusted to exclude $6 million generated prior to 2006 that expired unused and to reflect $2 million utilized during the current period, resulting in $77 million of NOL carryforwards as of the end of the period.

Any future ownership changes that may occur after December 31, 2025, may limit the Company’s ability to utilize remaining tax attributes. Due to the existence of the valuation allowance, limitations created by the 2013 ownership change and any potential future ownership changes will not impact the Company’s effective tax rate.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The Company has evaluated the provisions of OBBBA and concluded that its enactment did not have a material impact on the Company’s 2025 consolidated financial statements. The only provision of OBBBA that affects the Company’s income tax accounting under ASC 740 is the enactment of new Internal Revenue Code (“IRC”) Section 174A, which permanently allows taxpayers to deduct domestic research or experimental (“R&E”) expenditures paid or incurred in taxable years beginning after December 31, 2024. The requirement to capitalize and amortize foreign R&E expenditures over 15 years remains unchanged.

On August 28, 2025, the Internal Revenue Service issued procedural guidance in Revenue Procedure 2025-28, which provides rules for implementing IRC Section 174A, including available elections and transition rules. Under the transition rules, taxpayers may elect how to treat unamortized domestic R&E expenditures that were paid or incurred in taxable years beginning after December 31, 2021 and before January 1, 2025. Specifically, taxpayers may (i) continue to amortize such costs over the remaining five-year amortization period, (ii) deduct the remaining unamortized balance entirely in the first taxable year beginning after December 31, 2024, or (iii) deduct the remaining unamortized balance ratably over two taxable years.

As of December 31, 2024, the Company had approximately $90 thousand of remaining unamortized domestic R&E expenditures capitalized under IRC Section 174, which gave rise to a deferred tax asset of approximately $26 thousand. The Company has elected to continue amortizing these costs over the remaining statutory amortization period. All such domestic R&E expenditures were incurred in 2022 and are expected to be fully amortized by 2027. As of December 31, 2025, the Company had approximately $40 thousand of remaining unamortized domestic R&E expenditures, representing a deferred tax asset of approximately $12 thousand.

The Company has made no income tax payments and received no income tax refunds during the year. All payments made to taxing authorities were for non-income based tax liabilities and are outside the scope of ASC 740.

As of December 31, 2025 and 2024, no liability for unrecognized tax benefit was required to be reported. The Company’s policy is to record interest and penalties related to income taxes outside of its income tax provision and classify as interest and penalties in general and administrative expense in the statement of operations. As of December 31, 2025 or 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s statement of operations. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and state income tax returns (California, Florida, New Jersey, New York, New York City, Virginia, and Texas). As of December 31, 2025, the statute of limitations for assessment by the Internal Revenue Service and state tax authorities remains open for the tax periods ended December 31, 2022, 2023, and 2024. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state authorities to the extent utilized in a future period. There are no audits pending in any of the above-mentioned jurisdictions during 2025 and 2024. The Company believes that its income tax positions would be sustained upon an audit and does not anticipate any adjustments that would result in material changes to its consolidated financial position.

Note 15. Regulatory

Dominari Securities is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of a minimum level of net capital, and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. On December 31, 2025, the Company had net capital of $20.5 million, which was $19.6 million in excess of its required minimum net capital of $0.9 million.

Dominari Securities customers' securities transactions are introduced on a fully-disclosed basis with its clearing broker/dealers. The clearing broker/dealers are responsible for execution, collection of and payment of funds and, receipt and delivery of securities relative to customer transactions. Off-balance-sheet risk exists with respect to these transactions due to the possibility that customers may be unable to fulfill their contractual commitments. The clearing broker/dealers may charge any losses it incurs on customers to Dominari Securities . The Company seeks to minimize this risk through procedures designed at Dominari Securities to monitor the creditworthiness of its customers and to ensure that customer transactions are executed properly by the clearing brokers, by monitoring all customer activity and reviewing information it receives from its clearing broker on a daily basis.

Note 16. Related Party Transactions

In 2021, the Dominari Holdings engaged the services of Revere Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes. Kyle Wool, Chief Executive Officer and one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023 and held approximately 30% of Revere’s outstanding equity until May, 2025. From time to time, the Company participates in offerings of securities as an underwriter in transactions in which Revere is also participating as an underwriter. On such transactions, the Company earned $5.8 million during the year ended December 31, 2025 and $930,000 for the year ended December 31, 2024. Additionally, the Company incurred referral fees of approximately $50,000 for the year ended December 31, 2024. As of May 20, 2025, Kyle Wool no longer holds an equity interest in Revere

During 2024 , the Company collected fees on behalf of Series Funds, which were intended for future expenses of each Series entity. As of December 31, 2024, such amount was $154 and is included in other current liabilities on the accompanying consolidated balance sheet.

During the year December 31, 2024, the Company entered into employee loans with various employees totaling $2.4 million. The terms of the loan agreements range from 3 years to 7 years, with an average annual interest rate of approximately 3.2%. The total interest received for the years ended December 31, 2025 and 2024 was approximately $51 thousand and $39 thousand, respectively . As of December 31, 2025 and 2024, the total outstanding balance of the employee loans was $1.8 million and $2.2 million, respectively and are included in loans to employees on the accompanying consolidated balance sheet.

Certain of the Company’s investments are made through related party special purpose vehicles. These are included within Note 5 of the consolidated financial statements and include the following investments: investment in Revere Master SPV Series 1 (Qxpress Pte Ltd), investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI), investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.), and investment in Dominari Master SPV LLC Series XII (Groq, Inc.).

The Company’s investments in American Ventures LLC Series XIX (Skyline Builders Group Holdings Ltd.), and American Ventures LLC Series XIV (JFB Construction Holdings) are classified as marketable securities.

The Company owns 90% of AV Manager and AV Investment Manager, the remaining 10% is owned by non-controlling parties. As such,10% of any profits earned by these entities are attributable to non-controlling interests and are presented in the unaudited consolidated statements of changes in stockholders’ equity. As of December 31, 2025, the amount attributable to non-controlling interest was $2.0 million. There are no outstanding amounts payable to non-controlling interests as of December 31, 2025.

The Company earns revenues for managing certain pooled investment vehicles which are related parties. These include the entirety of the management fee revenues totaling $0.6 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively and are classified as management fees in Note 12 and included in other revenue within the statement of operations. The total amount of contract liabilities disclosed in Note 3 represented amounts received in advance of revenue earned on managing such related party investment vehicles and are listed as contract liabilities in the statement of financial condition totaling $4.5 million and $1.1 million as of December 31, 2025 and 2024, respectively.

In the normal course of business, Dominari Securities provides underwriting and brokerage services to the Series Funds. As a result of services provided, the Company recognized approximately $15.7 million in underwriting revenue, $20.7 million in carried interest revenue, and $7.7 million of commission revenue during 2025.

Note 17. Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information for the purposes of making operating decisions, allocating resources, and evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss.

The Company operates intwo reportable business segments: (1) Dominari Financial and (2) Legacy AIkido. The Dominari Financial reportable business segment represents the Company’s broker-dealer business, which is composed of mostly underwriting and transactional service activities. The Legacy AIkido reportable business segment includes Aikido Labs, which manages the investments holdings of the legacy entity. Prior to the FPS Acquisition, the Company operated as a single operating segment comprised of Legacy AIkido.

The CODM has access to and regularly reviews internal financial reporting for each business and uses that information to make operational decisions and allocate resources. Accounting policies applied by the reportable segments are the same as those used by the Company and described in the “Summary of Significant Accounting Policies.”

The measures of segment profitability that are most relied upon by the CODM are gross revenue and net loss, as presented within the table below and reconciled to the statement of operations. Additionally, the CODM views the expenses listed below to be significant in their analysis.

Note 18. Subsequent Events

Dividend Paid

On December 11, 2025, the Company declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis) of $0.432 per share, which was paid on January 26, 2026, to shareholders and certain warrant holders of record as of the close of business on January 5, 2025.

Sale of ABTC Stock

On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million. The transaction closed on January 20, 2026 with the receipt of the totality of the $32.4 million.

Restricted Stock Awards

On January 7, 2026, in connection with the transaction involving the Company’s investment in American Bitcoin, the Committee determined that it is in the best interests of the Company and its stockholders, to make a special equity grant to Messrs. Anthony Hayes and Kyle Wool, in accordance with the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and pursuant to stockholder approval to increase the number of shares of common stock reserved for issuance under the 2022 Plan. Pursuant to the Committee’s decision and upon stockholder approval, pursuant to which each received 3,000,000 shares of the Company’s common stock.

On March 4, 2026, upon approval of the Company’s stockholders to amend the 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan, the shares were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.

Special Meeting of Stockholders

On March 4, 2026, at a special meeting of stockholders, the Company’s stockholders approved amendments to (1) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan by 10,000,000 shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares of common stock and (2) Section 4(b) of the 2022 Plan to clarify the calculation of the annual increase in shares of common stock reserved for issuance under the 2022 Plan to provide that commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares reserved for issuance under the 2022 Plan shall automatically increase each January 1 st, by a number of shares equal to the lesser of (i)20% of the total number of shares of common stock issued and outstanding on the immediately preceding December 31 st and (ii) such smaller number of shares of common stock as determined by the board of directors.

Amendments to Employment Agreements with Officers

On March 20, 2026, the Company entered into amendments to the employment agreements of each of Anthony Hayes (the Company’s Chief Executive Officer), and Kyle Wool (the Company’s President) (collectively, the “Employment Agreement Amendments”). Pursuant to each of the Employment Agreement Amendments, the executives agreed to replace the annual bonus provisions with a performance-based quarterly bonus in consideration for the issuance of 3,000,000 shares of common stock from the Company, as approved by vote of the shareholders of the Company on March 4, 2026.