Dominari Holdings Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
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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.
Mar 31, 2026 · Filed May 13, 2026
DOMH$1.40-3.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001213900-25-107872
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055369
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 37 previous paragraphs and 35 current paragraphs.
22 unchanged; 6 reworded; 7 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 11 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 (7)
Current report
During the three months ended March 31, 2026, we recognized approximately $35.8 million in revenue from operations, an increase of approximately $28.6 million or 395% as compared to the three months ended March 31, 2025, primarily driven by the increase in our activities of Dominari Securities. The increase in revenue was primarily attributable to the following:
Current report
During the three months ended March 31, 2026, we recognized $73.4 million in operating costs and expenses representing an increase of $33.3 million or 83% as compared to the three months ended March 31, 2026. The increase in operating costs and expenses is primarily a result of the following:
Current report
During the three months ended March 31, 2026, , other expense was approximately $(6.8) million as compared to other income of $394 thousand for the three months ended March 31, 2025. The 2026 other expense primarily is as a result of the loss on the sale of the Company’s ABTC stock for cash proceeds of approximately $32.5 million in January 2026 which was lower than the approximate December 31, 2025, book value of $39.4 million. During the three months ending March 31, 2025, the Company recorded a realized gain of approximately $0.2 million on a note that was satisfied during the period and an approximate $0.3 million increase in the carrying value of its long-term investments.
Current report
During the three months ended March 31, 2026, the Company recorded income tax expense of $12.9 million as compared to $0 in comparable period in 2025 primarily as a result of the increased revenues, taxable gain on the sale of the Company’s ABTC stock in January 2026, and certain income tax limitations under Internal Revenue Code Sections 162(m) and 382 the tax impact of certain expenses related to compensation that are not allowable which limit available deductions for income tax purposes.
Current report
Net loss of $57.3 million in the three months ended March 31, 2026, was $24.8 million or 76% higher than the $32.5 million loss reported in the comparable period of 2025. In the first three months of 2026, non-controlling interest of $23 thousand was recorded slightly increasing the net loss attributable to common stockholders’ of the Company.
Current report
Non-GAAP Comparison of Results for the Three Months Ended March 31, 2026, and March 31, 2025
Current report
To supplement its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the table below summarizes the additional non-GAAP financial measures of loss from operations, net income (loss) applicable to common stockholders’ of Dominari Holdings and earnings per share as adjusted from excluding non-cash stock-based compensation. Such noncash stock-based compensation represents charges included in compensation and benefits expense and advisory expense as reported on the Company’s consolidated statement of operations. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for future performance. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP is shown in the table below ($ thousands):
Removed paragraphs (9)
Previous report
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.
Previous report
Warrant Investments
Previous report
Warrant fair values are primarily determined using a Black Scholes option pricing model, which include 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.
Previous report
During the three months ended September 30, 2025 and 2024, we recognized approximately $50.8 million and $4.0 million in revenue from operations, respectively. The increase in 2025 was primarily driven by the increase in commissions of $7.7 million and underwriting revenue of $30.8 million earned by Dominari Securities and Dominari Manager LLC (“Manager”) along with $8.7 million earned in carried interest for the three months ended September 30, 2025. During the three months ended September 30, 2025, we recorded net income of approximately $126.1 million and during the three months ended September 30, 2024, we incurred a net loss of approximately $4.2 million. The change in net income from operations was primarily driven by increases in revenue and other income (see discussion below on marketable securities and long-term equity investments), and was offset by increases in general and administrative costs and expenses, specifically increases in commissions expense and stock-based compensation expense.
Previous report
During the three months ended September 30, 2025, other income was approximately $127.7 million and the Company recorded an other expense of $1.0 million, for the comparable period in 2024.
Previous report
The activity described above for the three months ended September 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the change in carrying value of long-term equity investments. Specifically:
Previous report
Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
Previous report
During the nine months ended September 30, 2025, and 2024, we recognized approximately $93.0 million and $ 11.6 million in revenue from operations, respectively. The increase was primarily driven by the increase in commission revenues of $11.3 million and underwriting revenue of $51.5 million earned by Dominari Securities and Dominari Manager LLC (“Manager”) along with $19.2 million earned in carried interest for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, and 2024, we recorded net income of $111.2 million and a net loss of approximately $15.8 million respectively. The change in net income was primarily driven by increases in revenues of $81.4 million and other income of $164.8 million offset by an increase in stock-based compensation expense of $53.7 million, and commission expenses of $60.4 million as compared to the comparable period in 2024. During the nine months ended September 30, 2025 and 2024, other income (expenses) were approximately $164.8 million and ($7.0 million), respectively (see discussion below on marketable securities and long-term equity investments).
Previous report
The activity described above for the nine months ended September 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, along with macroeconomic uncertainty and volatility impacting marketable securities. Specifically:
Reworded paragraphs (6)
Previous wording
In addition to our critical accounting estimates as compared to the critical accounting estimates discussed in the Company’s Annual Report on Form 10- K, the Company considers the valuation of its warrants as a critical accounting estimate included in the September 30, 2025 unaudited condensed consolidated financial statements as follows:
Current wording
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Refer to Note 3 of the Company’s Annual Report on Form 10-K for a discussion of our significant accounting policies.
Current wording
Refer to Note 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of our significant accounting policies.
Previous wording
Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $198.8 million as of September 30, 2025. Included in working capital is $156.4 million related to American Bitcoin shares that is subject to a lock-up period until March 1, 2026. as well as another $1.2 million of warrants for purchasing shares in publicly traded that are subject to lock-up periods that will end in November 2025 and an additional $4.0 million of warrants for purchasing shares in publicly traded companies with lock-up periods that will end by March 1, 2026. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.
Current wording
Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our business plan to support our transition into the financial services industry. Our working capital amounted to approximately $21.9 million as of March 31, 2026. As of March 31, 2026, we had approximately $27.5 million of cash and cash equivalents, $6.9 million of marketable securities and $11.1 million of securities owned. Additionally, we had approximately $21.9 million in receivable from clearing brokers. All of such funds are available to fund our operations. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.
Previous wording
For the nine months ended September 30, 2025 we used $4.0 million in operations as compared to cash flow use of $11.9 million for the nine months ended September 30, 2024. The cash provided by operating activities for the nine months ended September 30, 2025, is primarily attributable to increases in receivable from clearing brokers of $11.6 million, increase in accrued commissions of $2.7 million , increase in stock based comp of $53.7 million, changes in operating assets and liabilities of approximately $6.2 million, net realized and unrealized gain on marketable securities of approximately $4.8 million, offset by a change in prepaid expenses and other assets of approximately $0.2 million, and net income of approximately $111.2 million. The cash used in operating activities for the nine months ended September 30, 2024, is primarily attributable to a net loss of approximately $15.7 million, approximately $3.4 million of unrealized gain on marketable securities, increase in clearing broker deposits of $6.5 million, partially offset by approximately $3.8 million of realized gain on marketable securities, the change in carrying value of long term investments of approximately $6.4 million, and changes in operating assets and liabilities of $5.7 million.
Current wording
For the three months ended March 31, 2026, net cash (used in) operations was approximately $(28.9) million as compared to net cash provided by operations of $1.2 million for the three months ended March 31, 2025. The cash used in operating activities for the three months ending March 31, 2026, is primarily attributable to net loss of approximately $55.7 million, increases in receivable from clearing brokers of approximately $17.9 million and non-cash underwriting revenue of approximately $10.1 million, offset primarily by non-cash commission expense of approximately $7.6 million, increases in income taxes payable of approximately $12.9 million and stock-based compensation of approximately $19.3 million, and a realized gain on marketable securities of approximately $6.9 million. The cash provided by operating activities for the three months ended March 31, 2025, was primarily attributable to decreases in receivable from clearing brokers of $4.8 million, increase in accrued commissions of approximately $1.2 million, increase in stock based compensation of approximately $28.6 million, changes in operating assets and liabilities of approximately $3.7 million, realized loss on marketable securities of approximately $0.7 million, offset by a net loss of approximately $32.4 million.
Previous wording
For the nine months ended September 30, 2025 and 2024, net cash provided by investing activities was approximately $0.9 million and $12.5 million, respectively. The cash provided by investing activities for the nine months ended September 30, 2025, sales of marketable securities of $15.9 million, collection of principal on notes receivable of $1.1 million, sales of long term investments $0.5 million and collection of principal from employee loans of $0.3 million, and was partially offset by purchases of marketable securities of approximately $16.8 million. The cash provided by investing activities for the nine months ended September 30, 2024, primarily resulted from our sale of marketable securities of approximately $14.8 million and long term investments of approximately $ 3.5 million and collections of principal on notes receivable of $0.8 million, and was partially offset by funds loaned to employees of $2.4 million and purchases of marketable securities of approximately $4.0 million.
Current wording
For the three months ended March 31, 2026 and 2025, net cash provided by (used in) investing activities was approximately $32.1 million and $(5.4) million, respectively. The cash provided by investing activities for the three months ended March 31, 2026, primarily resulted from our sale of marketable securities of approximately $41.7 that included the sale of the Company’s ABTC shares for $32.4 million in net proceeds, partially offset by our purchase of marketable securities of approximately $10.0 million. The cash used in investing activities for the three months ended March 31, 2025, primarily resulted from our purchases of marketable securities of approximately $9.0 million, partially offset by sale of marketable securities of approximately $1.8 million and collection of principal on notes receivable of $1.1 million.
Previous wording
For the nine months ended September 30, 2025, cash provided by financing activities was approximately $4.4 million, primarily driven by fund raising related to issuance of common stock of $13.5 million and issuance of common stock for warrants exercised of $4.6 million, partially offset by payment of dividends of $11.9 million. During the three months ended September 30, 2025, the Company distributed approximately $1.8 million to holders of non-controlling interests. For the nine months ended September 30, 2024, there are no cash flows from financing activities.
Current wording
For the three months ended March 31, 2026 and 2025, net cash (used in) provided by financing activities was approximately $(9.7) million and $6.4 million, respectively. The cash used in financing activities for the three months ended March 31, 2026, was resulted from dividends paid of approximately $9.9 million and distributions to non-controlling interest of approximately $55 thousand, offset by the issuance of common stock for warrants exercised of approximately $0.3 million. The cash provided by financing activities for the three months ended March 31, 2025, was primarily driven by fund raising related to issuance of common stock of $13.5 million, partially offset by payment of dividends $(7.1) million.