Binah Capital Group, Inc.

Previous wording

Results for the three-month period ended March 31, 2025 included net income of approximately $1.0 million and total revenue of approximately $48.9 million, which compares to a net loss and total revenue of $(1.6) million and approximately $41.4 million, respectively, for the three-month period ended March 31, 2024.

Current wording

Results for the three and six-month period ended June 30, 2025 included a net loss and net income of approximately $(0.7) million and $0.4 million and total revenue of approximately $41.5 million and $90.4 million, respectively, which compares to a net loss and total revenue of $(0.7) million and $(2.3) million and approximately $40.6 million and $82.1 million, respectively, for the three and six-month period ended June 30, 2024.

Previous wording

Total advisory and brokerage assets served were $25.7 billion at March 31, 2025, compared to $24.9 billion at March 31, 2024. Total net new assets were $(0.2) billion for the three-month period ended March 31, 2025, compared to $(1.5) billion for the same period in 2024.

Current wording

Total advisory and brokerage assets served were $27.8 billion at June 30, 2025, compared to $25.1 billion at June 30, 2024. Total net new assets were $(0.9) billion and $(1.1) billion for the three and six-month period ended June 30, 2025, respectively, compared to $(0.8) billion and ($2.1) billion for the same period in 2024.

Previous wording

Net new advisory assets were $0.1 billion for the three-month period ended March 31, 2025, compared to $(0.1) billion for the same period in 2024. Advisory assets were $2.5 billion at March 31, 2025, which is an increase of 12% as compared to the $2.3 billion at March 31, 2024.

Current wording

Net new advisory assets were $(0.1) billion and $0.0 billion for the three and six-month period ended June 30, 2025, respectively, compared to $0.0 billion and 0.0 billion for the same period in 2024. Advisory assets were $2.7 billion at June 30, 2025, which is an increase of 18% as compared to the $2.3 billion at June 30, 2024.

Previous wording

Net new brokerage assets were $(0.3) billion for the three-month period ended March 31, 2025, compared to $(1.4) billion for the same period in 2024. Brokerage assets were $23.2 billion at March 31, 2025, up 2% from $22.7 billion at March 31, 2024.

Current wording

Net new brokerage assets were $(0.8) billion and $(1.1) billion for the three and six-month period ended June 30, 2025, compared to $(0.8) billion and $(2.1) billion for the same period in 2024. Brokerage assets were $25.1 billion at June 30, 2025, up 10% from $22.8 billion at June 30, 2024.

Previous wording

Gross profit, a non-GAAP financial measure, was $8.6 million for the three-month period ended March 31, 2025, an increase of 11% from $7.8 million for the three-month period ended March 31, 2024. See the*“Key Performance Metrics and Non-GAAP Financial Measures”* section for additional information on gross profit.

Current wording

Gross profit, a non-GAAP financial measure, was $8.8 million and $17.4 million for the three and six-month period ended June 30, 2025, respectively, an increase of 20% and 15% from $7.3 million and $15.1 million for the same period in 2024. See the*“Key Performance Metrics and Non-GAAP Financial Measures”* section for additional information on gross profit.

Previous wording

According to the most recent estimate from the U.S. Bureau of Economic Analysis, the U.S. economy contracted by 0.3% in the first quarter of 2025, which is the first decline in GDP since the first quarter of 2022. Although inflation, interest rates and volatile global markets were all headwinds, the U.S. economy added roughly 456,000 jobs in the first quarter of 2025, while the unemployment rate was 4.2% in the first quarter of 2025, which is consistent with the prior quarter. The unemployment rate has remained in a narrow range of 4.0% to 4.2 since May 2024.

Current wording

According to the most recent estimate from the U.S. Bureau of Economic Analysis, the U.S. economy grew by 3.0% in the second quarter of 2025. Although inflation, interest rates and volatile global markets were all headwinds, the U.S. economy added roughly 190,00 jobs in the second quarter of 2025, while the unemployment rate was 4.1% in the second quarter of 2025, which is consistent with the prior quarter. The unemployment rate has remained in a narrow range of 4.0% to 4.2 since May 2024.

Previous wording

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Fed policy. During the first quarter of 2025, Fed policymakers maintained the target range for the federal funds rate in the 4.25% to 4.5% range. The equity markets declined during the first quarter of 2025 resulting in the S&P 500 declining 4.4%.

Current wording

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Fed policy. During the second quarter of 2025, Fed policymakers maintained the target range for the federal funds rate in the 4.25% to 4.5% range. The equity markets increased during the second quarter of 2025 resulting in the S&P 500 increasing 10.3%.

Previous wording

The following presents an analysis of our results of operations for the three-month periods ended March 31, 2025 and 2024 (in thousands):

Current wording

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

Previous wording

The Company is principal for the commission revenue, as it is responsible for the execution of the clients’ purchases and sales and maintains relationships with the product sponsors. Advisors assist the Company in performing it obligations. Accordingly, total commission revenue is reported on a gross basis. See Note 4 - Revenues From Contracts with Customers within the notes to the condensed consolidated financial statements for the three-month periods ended March 31, 2025, and 2024 for further details regarding our commission revenue by product category.

Current wording

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

Previous wording

The following tables sets forth the components of our commission revenue for the three-month periods ended March 31, 2025 and 2024 (in thousands):

Current wording

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

Previous wording

Sales-based revenue increased by approximately $4.6 million or 29.5% for the three-month period ended March 31, 2025, as compared to 2024. Trailing based revenue increased by approximately $2.1 million or 11.3% for the three-month period ended March 31, 2025, as compared to 2024. The increase in sales-based revenue for the three-month periods ended March 31, 2025, as compared to 2024 is attributable to an increase in the generation of transactional based products. The increase in the trailing based revenues is due to the increase in trail-based assets resulting from inflows of assets and positive market volatility. Commission revenue is generated from

Current wording

Sales-based revenue decreased by approximately $1.0 million and increased approximately $3.7 million or (6.2)% and 11.6% for the three and six-month period ended June 30, 2025, respectively, as compared to 2024. Trailing based revenue increased by approximately $1.3 million and $3.4 million or 7.4% and 9.4% for the three and six-month period ended June 30, 2025, respectively, as compared to 2024. The decrease in sales-based revenue for the three month period ended June 30, 2025 as compared to 2024 is attributable to a decrease in the sales of insurance related products. The increase in sales-based revenue for the six-month period ended June 30, 2025, as compared to 2024 is attributable to an increase in the generation of transactional based products, specifically alternative investment products. The increase in the trailing based revenues is due to the increase in trail-based assets resulting from inflows of assets and positive market volatility. Commission revenue is generated from brokerage assets. The following tables summarize the brokerage assets for the three and six-month periods ended June 30, 2025 and 2024 (in billions):

Previous wording

Advisory fees increased by approximately 21.7% for the three-month periods ended March 31, 2025, as compared to the same period in March 31, 2024, due to positive returns in the market from the period of March 31, 2024 to the period ending March 31, 2025 and net inflows of advisory assets during the period ended March 31, 2025.

Current wording

Advisory fees increased by approximately 4.9% and 12.8% for the three and six month periods ended June 30, 2025, respectively, as compared to the same period in June 30, 2024, due to positive returns in the market from the period of June 30, 2024 to the period ending June 30, 2025.

Previous wording

The following tables summarizes the advisory assets for the three-month periods ended March 31, 2025 and 2024 (in billions):

Current wording

The following tables summarizes the advisory assets as of June 30, 2025 and 2024 (in billions):

Previous wording

The decrease in interest and other income for the period ended March 31, 2025, compared to 2024 is primarily related to a non-recurring income item that was earned in March 2024.

Current wording

The increase in interest and other income for the three month period ended June 30, 2025, compared to 2024 is primarily related to the increase in the interest income shared with the Company’s clearing brokers. The decrease in interest and other income for the six-month period ended June 30, 2025 is primarily related to a non-recurring income item that was earned during the same period in 2024.

Previous wording

For the three-month periods ended March 31, 2025, the payout rate increased as compared to 2024 as a result of an increase in transactional products sold during the first quarter of 2025 which included a pay-out to the financial advisors in the range of 90%.

Current wording

For the three and six-month periods ended June 30, 2025, the payout rate decreased as compared to 2024 as a result of the non-recurring nature of certain transactional products sold during the first quarter of 2024 which included a pay-out to the financial advisors in the range of 90%.

Previous wording

Employee compensation and benefits for the three-month period ended March 31, 2025 increased by $0.9 million as compared to March 31, 2024, which is directly related to the additional personnel costs attributed to the Company now operating as a public company.

Current wording

Employee compensation and benefits for the three and six-month period ended June 30, 2025 increased by approximately $1.4 million and $2.2 million as compared to June 30, 2024, which is directly related to the additional personnel costs attributed to the Company now operating as a public company, including issuance of non-cash compensation awards to officers and directors during the period ended June 30, 2025.

Previous wording

Rent and occupancy remained relatively consistent for the three-month period ended March 31, 2025 as compared to March 31, 2024 decreasing slightly by 3.4%.

Current wording

Rent and occupancy remained relatively consistent for the three and six-month period ended June 30, 2025 as compared to June 30, 2024 decreasing slightly by approximately 2.0%.

Previous wording

Professional fees includes costs incurred related to legal and accounting services. Professional fees for the three-month periods ended March 31, 2025, as compared to 2024 decreased by $3.8 million, which is directly related to the non-recurring transaction costs associated with the closing of the Business Combination that were incurred during the period ended March 31, 2024.

Current wording

Professional fees includes costs incurred related to legal and accounting services. Professional fees for the three month period ended June 30, 2025 as compared to 2024 increased by approximately $0.1 which is related to an increase in SEC filings in the current period. Professional fees for the six-month period ended June 30, 2025, as compared to 2024, decreased by $3.7 million, which is directly related to the non-recurring transaction costs associated with the closing of the Business Combination that were incurred during the period ended June 30, 2024.

Previous wording

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs. Technology fees increased by $0.4 million for the three-month period ended March 31, 2025, as compared to 2024.

Current wording

Technology fees primarily represent infrastructure costs that support the Company’s technology and communications costs. Technology fees increased by $0.2 million and $0.7 million and for the three and six-month period ended June 30, 2025, respectively, as compared to 2024.

Previous wording

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations. Interest expense decreased by $0.5 million for the three-month period ended March 31, 2025, as compared to 2024 resulting from the repayment and restructuring of the related party debt obligations of BMS and the re-financing of the senior credit facility.

Current wording

Interest expense primarily includes interest associated with the Company’s credit facility and other debt obligations. Interest expense decreased by $0.2 million and $0.7 million for the three and six-month period ended June 30, 2025, respectively, as compared to 2024 resulting from the repayment and restructuring of the related party debt obligations of BMS and the re-financing of the senior credit facility.

Previous wording

Our effective income tax rate was approximately 23% three-month period ended March 31, 2025, as compared to (7)% for the same period in 2024. The increase in our effective tax rate was related to the net income generated for the three-month period ended March 31, 2025.

Current wording

Our effective income tax rate was approximately 22% for the six-month period ended June 30, 2025 as compared to (15.2)% for the same period in 2024. The increase in our effective tax rate was related to the net income generated for the six-month period ended June 30, 2025.

Previous wording

As of March 31, 2025, we had $19.1 million outstanding under our Credit Agreement with Byline Bank, net of unamortized debt issuance costs. The associated debt facilities are as follows:

Current wording

As of June 30, 2025, we had $18.6 million outstanding under our Credit Agreement with Byline Bank, net of unamortized debt issuance costs. The associated debt facilities are as follows:

Previous wording

On December 23, 2024 (the “Credit Agreement Closing Date”), BMS, entered into a Credit Agreement (the “Credit Agreement”) with Byline Bank, as lender (the “Lender”), pursuant to which the Lender agreed, at the BMS’s request, to (i) make to BMS a term loan in the original principal amount of $20.3 million (the “Term Loan”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “Non-Revolving Loans”) in an aggregate principal amount of up to $1.0 million (the “Non-Revolving Loan Commitment”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “Letters of Credit” and together with the Term Loan and Non-Revolving Loans, the “Loans”) until the earliest to occur of (a) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of March 31, 2025 and December 31, 2024, the outstanding balance on the Term Loan was $19.1 million and $19.6 million, net of debt issuance costs, respectively.

Current wording

On December 23, 2024 (the “Credit Agreement Closing Date”), BMS, entered into a Credit Agreement (the “Credit Agreement”) with Byline Bank, as lender (the “Lender”), pursuant to which the Lender agreed, at the BMS’s request, to (i) make to BMS a term loan in the original principal amount of $20.3 million (the “Term Loan”), which was funded on the Credit Agreement Closing Date; (ii) make to BMS, from time to time, certain non-revolving loans (the “Non-Revolving Loans”) in an aggregate principal amount of up to $1.0 million (the “Non-Revolving Loan Commitment”), to be funded through, but excluding, the Maturity Date (as defined below); and (iii) issue to BMS, from time to time, letters of credit (the “Letters of Credit” and together with the Term Loan and Non-Revolving Loans, the “Loans”) until the earliest to occur of (a) the one year from the Credit Agreement Closing Date and (b) the date on which the Non-Revolving Loans are fully drawn. As of June 30, 2025 and December 31, 2024, the outstanding balance on the Term Loan was $18.6 million and $19.6 million, net of debt issuance costs, respectively.

Previous wording

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

Current wording

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

Previous wording

had been issued to the sellers. These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were paid.

Current wording

Additionally, in connection with the acquisition of the PKSH Entities, the Company agreed to pay contingent consideration in the amount of $5.0 million to certain sellers. The conditions related to this contingency were met on November 30, 2018, and thus the notes had been issued to the sellers. These subordinated promissory notes had a maturity date of May 30, 2023, and accrued interest at a rate of 10% annually. The interest on these notes continued to accrue until such time as these notes were paid.

Previous wording

In connection with the closing of the Business Combination, the Company paid approximately $3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The amounts outstanding as of March 31, 2025 was $5.3 million. The amount outstanding as of December 31, 2024 was $5.4 million which included accrued interest that was paid subsequently. The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum. Related interest expense was approximately $0.1 and $0.02 for the three-months ended March 31, 2025 and 2024, respectively.

Current wording

In connection with the closing of the Business Combination, the Company paid approximately $3.4 million on these notes. In addition to the paydown, the noteholders (all of whom are stockholders and/or key employees) agreed to forgive the remaining accrued but unpaid interest of approximately $3.8 million and entered into new promissory notes in the principal amount of approximately $5.3 million in the aggregate. The amounts outstanding as of June 30, 2025 was $5.3 million. The amount outstanding as of December 31, 2024 was $5.4 million which included accrued interest that was paid subsequently. The terms of these new promissory notes provide for maturity on May 15, 2027 and carries an interest rate of Prime plus 1.00%, but no less than 7.50% per annum. Related interest expense was approximately $0.3 and $0.1 for the six-months ended June 30, 2025 and 2024, respectively.

Previous wording

The following table sets forth a summary of cash flows for the three-month periods ended March 31, 2025 and 2024:

Current wording

The following table sets forth a summary of cash flows for the six-month periods ended June 30, 2025 and 2024:

Previous wording

Cash Flows from Operating Activities. Net cash provided by operating activities was $1.1 million for the three-month period ended March 31, 2025, compared to net cash used in of $3.1 million for the three-month period ended March 31 2024, representing an increase of approximately $4.2 million or 134%. The increase was primarily attributable to the decrease in the net loss of approximately $1.5 million to net income of $1.0 million or a change of $2.6 million.

Current wording

Cash Flows from Operating Activities. Net cash provided by operating activities was $1.1 million for the six-month period ended June 30, 2025, compared to net cash used in of $2.1 million for the six-month period ended June 30, 2024, representing an increase of approximately $3.2 million or 150%. The increase was primarily attributable to the decrease in the net loss of approximately $2.3 million to net income of $0.4 million or a change of $2.7 million.

Previous wording

Cash Flows from Investing Activities. Net cash used in investing activities was $0.01 million for the three-month period ended March 31, 2025, consistent with the $0.01 million for the three-month period ended March 31, 2024.

Current wording

Cash Flows from Investing Activities. Net cash used in investing activities was $0.01 million for the six-month period ended June 30, 2025, compared with the $0.01 million for the six-month period ended June 30, 2024.

Previous wording

Cash Flows from Financing Activities. Net cash used in financing activities was approximately $0.7 million for the three-month period ended March 31, 2025 compared to cash provided by financing activities of approximately $1.7 million for the three-month period ended March 31, 2024. The change is primarily related to the proceeds received from the Redeemable Convertible Preferred Financing offset by the repayments of the BMS related party debt obligations.

Current wording

Cash Flows from Financing Activities. Net cash used in financing activities was approximately $1.4 million for the six-month period ended June 30, 2025 compared to cash provided by financing activities of approximately $1.5 million for the six-month period ended June 30, 2024. The change is primarily related to the proceeds received from the Redeemable Convertible Preferred Financing and the exercise of warrants offset by the repayments of the BMS related party debt obligations.

Previous wording

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Management exercises judgment in determining whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenue on a net basis). For additional information see Note 4 in the consolidated financial statements as of and for the three-months periods ended March 31, 2025 and 2024.

Current wording

Revenues from contracts with customers are recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Management exercises judgment in determining whether the Company is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenue on a net basis). For additional information see Note 4 in the consolidated financial statements as of and for the three and six-months periods ended June 30, 2025 and 2024.