Dominari Holdings Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note1. Organization and Description of Business and Recent Developments

Organization and Description of Business

Dominari Holdings Inc. (the “Company”), formerly Aikido Pharma, Inc., was founded in1967 as Spherix Incorporated. Since2017, 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* Juneof2022,* 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 intwo* closings, thefirst 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 Rule1017* (the “Rule1017 Application”). The Rule1017 Application was approved by FINRA on* March 20, 2023.Thesecond* 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 intotwo* 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 unaudited condensed 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 in2022, 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 alongsidethird*-party investors.

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On* June 17, 2025,the Company entered intotwo* Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”). The Company holds aninety percent (90%) Membership Interest in each, and their operations are included within the condensed 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 alongsidethird*-party investors.

On* January 16, 2026,the Company entered intotwo* Limited Liability Agreements with American VO Manager LLC (“AVO Manager”) and American VO IM LLC (“AVO Investment Manager”). The Company holds asixty five percent (65%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari Holdings Inc. AVO Manager was named as the manager of American Ventures Opportunity Fund LLC (the “AVO Master SPV”), a series limited liability company formed by AVO Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AVO Master SPV. AVO Investment Manager was named the investment manager of the AVO Master SPV and is responsible for providing investment advice and decisions on behalf of the AVO Master SPV. AVO Manager and AVO Investment Manager are the managing members of AVO Master SPV and* may**not* be removed without their respective consent. The other members of AVO Master SPV are the passive investing members of each series of funds (the “AVO Series”) established under the AVO Master SPV. The AVO Manager established various AVO Series of the AVO Master SPV for the purpose of making investments in companies identified by the AVO Investment Manager with proceeds generated by the sale of non-voting interests in such AVO Series by the AVO Master SPV to investors, in which the Company* may,from time to time as it deems appropriate, also invest in such series alongsidethird*-party investors.

Note2. Liquidity and Capital Resources

The Company monitors its liquidity position on a regular basis 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 fund its activities through managing current cash on hand from the Company’s past equity offerings.

As of* June 30, 2026*, the Company has approximately $25.0 million of cash and cash equivalents and $2.4 million of marketable securities as well as $4.5 million of securities owned. Additionally, the Company had approximately $6.0 million in receivable from clearing brokers. Additionally, the Company’s working capital balance at* June 30, 2026*, totaled $15.8 million. 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 to fund its operations for at least the nexttwelve months from the date of the issuance of these unaudited condensed consolidated financial statements.

Note3. Summary of Significant Accounting Policies

There have beenno material changes in the Company’s significant accounting policies from those previously disclosed in the2025 Annual Report.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed 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. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed consolidated balance sheets as of* June 30, 2026*, condensed consolidated statements of operations for thethree andsix months ended* June 30, 2026and2025*, condensed consolidated statements of stockholders’ equity for thethree andsix months ended* June 30, 2026and2025*, and the condensed consolidated statements of cash flows for thethree andsix months ended* June 30, 2026and2025* are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for thethree andsix months ended* June 30, 2026arenot* necessarily indicative of results to be expected for the year ending* December 31, 2026or for any future interim period. The condensed consolidated balance sheets as of December 31, 2025* has been derived from audited financial statements; however, it doesnot include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form10-K for the year ended* December 31, 2025*.

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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 unaudited condensed 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, as well as American VO IM LLC and American VO Manager LLC both of which are owned 65% 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 isnot* the primary beneficiary of DFHS and thus willnot consolidate the activities in its unaudited condensed consolidated financial statements. The Company will account for its interest in DFHS under the equity method accounting in accordance with ASC323. As of* June 30, 2026*, there has beenno material activity in DFHS.

Use of Estimates

The accompanying unaudited condensed 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 unaudited condensed 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.

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, butnot 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* mayreceive 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 maybe subject to contractual or instrument specific restrictions which prevent Dominari Securities from reselling the securities within the open market. Under ASC820* only those restrictions which are an attribute of the instrument, and donot arise from any contractual agreement, are considered when determining fair value.

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A portion of the Company’s equity securities, which are held by Dominari Securities, are subject to restrictions as disclosed in Note7. 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 owned and other warrants are included in marketable securities.

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

Receivable from Clearing Brokers

Receivable from Dominari Securities’ clearing brokers totaling $6.0 million consisted of approximately $0.5 million of liquid insured deposits $4.2 million of commission receivable and $1.3 million of liquid deposits maintained by the Company with its clearing brokers as of* June 30, 2026*. Receivable from Dominari Securities’ clearing brokers consisted of approximately $1.4 million of liquid insured deposits, $2.1 million of commissions receivable and $0.5 million of liquid deposits maintained by the Company with its clearing brokers as of* December 31, 2025*. 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* June 30, 2026* and* December 31, 2025* an allowance for credit losses was deemednot necessary.

Long-term Equity Investments and marketable securities

The Company holds certain strategic investments that arenot part of its broker-dealer trading activities. The Company accounts for long-term equity investments under Accounting Standards Codification (“ASC”)321 “Investments-Equity Securities” (“ASC321”). In accordance with ASC321, 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 unaudited condensed 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 ASC321 using the measurement alternative. Equity method investments and other long-term investments that arenot part of our broker-dealer trading activities are included in “long term equity investment” on the unaudited condensed consolidated balance sheet. These investments are generally strategic in nature and arenot 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 (expenses) in the unaudited condensed consolidated statement of operations.

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Leases

The Company accounts for its leases under ASC842, Leases (“ASC842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed 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 Note9 -Leases).

Revenue

The Company recognizes revenue under ASC606 -Revenue from Contracts with Customers (“ASC606”). 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:

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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 contribution401(k) plan that covers all employees and allows an employer contribution of up to 50% of thefirst 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* mayelect to defer pre-tax contributions regulated under Section401*(k) of the Internal Revenue Code. The Company’s matching contributions are included in compensation and benefits in the unaudited condensed consolidated statements of operations. Please see “Stock based compensation” section below for additional information on stock-based compensation accounting policies.

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 tono less than the market price of the Company’s stock at the date of grant and expire up toten 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. Treasuryzero-coupon issues with an equivalent remaining term.

The Company accounts for forfeitures as they occur.

Income Taxes

Income tax expense for interim periods is calculated in accordance with ASC740, Income Taxes, and ASC740 270, Interim Reporting. Interim periods are treated as integral parts of the annual reporting period, and income tax expense is recognized using estimates that reflect management’s best assessment of the expected annual tax position, including discrete items recognized in the period incurred.

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Effect of new accounting pronouncements to be adopted in future periods

In* November 2024,the FASB issued ASUNo.* 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.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were eithernot applicable ornot expected to have a significant impact on these unaudited condensed 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 hadno effect on previously reported results of operations or stockholders’ equity.

Note4. Marketable Securities

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for thethree andsix months ended* June 30, 2026and2025*, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):

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Note5. 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* June 30, 2026*, and* December 31, 2025* ($ in thousands):

The Company recorded a decrease in the carrying values of approximately $1.4 million and an increase of approximately $31.7 million for thethree months ended* June 30, 2026and2025,* respectively. The Company recorded a decrease in the carrying values of approximately $1.4 million and an increase of approximately $32.0 million for thesix months ended* June 30, 2026and2025,* respectively. Please see below details of the changes in carrying value by investment.

Investment in Aeon Partners Fund Series EG (Epic Games, Inc.)

The Company recorded a decrease in the carrying value of its investment by approximately $1.4 million as a result of the revaluing its membership units based upon a* July 2026*redemption of 400 membership units at a price of $415 per unit.

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

As a result of X.AI being acquired by SpaceX in* February 2026in an all-stock transaction and then the corresponding SpaceX initial public offering in June 2026,the investment has been reclassified as a marketable security as of June 30, 2026.*

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

As a result of the Cerebras initial public offering on* May 14, 2026,the Company's investment in Cerebras was moved to marketable securities as of June 30, 2026.*

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

The Company received $58 thousand in distributions from Groq as aresult of a NVIDIA Licensing Agreement payout. As part of the licensing deal with NVIDIA, the Company's shares of Groq were sold as part of the transaction.

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 thousand. As of June 30, 2026*, there wasno change to the carrying value. On* April 6, 2026,*the Company received a payment of $58 thousand as a payment related to the Company’s investment.

Investment in American Ventures LLC SeriesXX TracX Logis (TracX Logis Pte. Ltd.)**

On* January 13, 2026,the Company entered into an agreement (the “TracX Agreement”) with American Ventures LLC whereby the Company agreed to purchase SeriesXX* TracX Logis units for $102 thousand.

Note6. Notes Receivable

As of* June 30, 2026*, and* December 31, 2025*, the Company hadno notes receivable.

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 in the period ended* June 30, 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.

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Note7. Fair Value of Financial Assets and Liabilities

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 usesthree levels of inputs that* may*be used to measure fair value:

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.

The following table presents the Company’s assets and liabilities that are measured at fair value as of* June 30, 2026* and* December 31, 2025* ($ in thousands):

Included in the fair value of level2 securities owned are $1.7 million of securities at* June 30, 2026* that are subject to an initial lock-up period until approximately* June 30, 2026,and further restrictions to which the Company cannot liquidate its investment until such restrictions are met. Additionally, approximately $1.5 million of fair value of level2* securities owned shown above at* June 30, 2026* represents warrants that are subject to lock-up periods that will end by* September 30, 2026*as well.

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Level3* Measurement*

The following table sets forth a summary of the changes in the fair value of the Company’s Level3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

Note8. Prepaid expenses and other assets

Prepaid expenses and other assets consist of the following as of* June 30, 2026*, and* December 31, 2025* ($ in thousands):

Note9. 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 thetwenty-second* floor at725 Fifth Avenue, New York, New York (the*“22nd Floor Premises”). The Company currently uses the22nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease isseven* (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 thesixth* andseventh years of the Company’s Lease, the rent shall increase to $13,502. The Company took possession of the22nd 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 at725* Fifth Avenue, New York, New York (the*“23rd Floor Premises”). Dominari Financial currently uses the23rd* Floor Premises to run its day-to-day operations. The initial term of Dominari Financial’s Lease isseven (7) years commencing on the date that possession of the23rd Floor 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 thesixth andseventh years of Dominari Financial’s Lease, the rent shall increase to $51,868 per month. The Company took possession of the23rd Floor Premises in* February 2023.*

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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 thefirst* floor designated as Suite103 of the North Building at3835 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 istwo (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 thesecond* 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* June 30, 2026*:

The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC842:

The following table presents the lease expense to current period operations:

As of* June 30, 2026*, future minimum payments during the nextfive years and thereafter are as follows:

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Note10. 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 thefirst day of the period.

Securities that could potentially dilute loss per share in the future that werenot included in the computation of diluted loss per share for the periods ended* June 30, 2026,and2025* are as follows:

Note11. Stockholders’** Equity and Convertible Preferred Stock**

Common Stock

As of* June 30, 2026*, there are 24,243,646 shares of common stock issued and outstanding. This includes 316,346 unvested shares issued that are subject to forfeiture through* September 30, 2026,and 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 2025Financings”). 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 oftwo* 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 unaudited condensed consolidated statement of operations.

The securities in the concurrent private placement were offered under Section4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, havenot 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.

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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.

In* January 1, 2026,*various individuals exercised warrants, resulting in the additional issuance of 75,000 shares of common stock and cash proceeds of $0.3 million, which were recorded in additional paid-in capital and are reflected in the unaudited condensed consolidated statements of changes in stockholders’ equity.

On* May 22, 2026,the Company entered into Inducement Agreements with certain holders (“Holders”) of the Series B warrants of the Company. Pursuant to the Inducement Agreements, the Holders were offered options to either (A) exercise for cash their Existing Warrants at a reduced exercise price of $2.50 per share (“Option A”) or (B) exchange all, butnot* less than all, of such Holder’s unexercised Existing Warrants for shares of Common Stock at an exchange ratio of10:3, such that for everyten shares of Common Stock underlying the exchanged Series B Warrants, the Company would issuethree shares of Common Stock (the “Exchange Shares”) forno additional consideration . The Company received gross proceeds of approximately $3.7 million pursuant to Option A elections in exchange for 1,423,453 shares of Common stock and issued 156,412 shares of Common Stock pursuant to Option B elections by Holders in exchange for 521,385 Series B warrants. The Option B exchanges resulted in a common stock deemed dividend - inducement of $425 thousand and is included as such in the condensed consolidated statement of operations.

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* June 30, 2026*, and* December 31, 2025*,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 aone*-for-one basis.

As of* June 30, 2026* and* December 31, 2025*,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.On May 4, 2026,the board of directors approved a special cash dividend of $0.3106 per share payable on May 29, 2026,to holders of common stock and certain warrant holders as of close of business on May 15, 2026.*

Cash dividends declared in2025 totaled $22.2 million and have been charged to accumulated deficit. Dividends paid for thethree months ended* June 30, 2025*, totaled $7.0 million, and dividends paid for thethree months ended* September 30, 2025,totaled $4.9 million. Dividends declared totaled $10.3 million during thethree* months ended* December 31, 2025*, of which $10.1 million were paid during thesix months ended* June 30, 2026*. Cash dividends declared for thethree andsix months ended* June 30, 2026totaled $9.0 million and have been charged to accumulated deficit. Dividends paid for thethree* months ended* June 30, 2026totaled $8.9 million. As a result of the above, the Company has a dividend payable of $0.3 million as of June**30,2026.*

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Warrants

A summary of warrant activity for thesix months ended* June 30, 2026*, is presented below:

Restricted Stock Awards

On* October 7, 2022,the Company adopted the2022* Equity Incentive Plan (“2022 Plan”). The2022 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. The2022 Plan expires on* January 1, 2032,*and is administered by the Dominari Holdings’ board of directors.

On* February 10, 2025,the Company issued 50,000 shares of the Company’s common stock under the Company’s2022* 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’s2022* 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’s2022* 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’s2022* 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 havenot* 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’s2022* Equity Incentive Plan. These shares will vest on theone-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 havenot yet vested shall vest and become nonforfeitable upon the effective date of such change in control, with a total fair value of $381 thousand.

On* January 9, 2026,the Company issued 75,000 shares of the Company’s common stock under the Company’s2022* Equity Incentive Plan to members of the board of directors. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of $320 thousand.

On* March 4, 2026,the Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant of 3.0 million shares of the Company’s common stock each to Messrs. Anthony Hayes and Kyle Wool, pursuant to shareholder approval to increase the shares of common stock reserved for issuance under the Company’s2022* Equity Incentive Plan, which was approved on* March 4, 2026*at a Special Meeting of Shareholders Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.

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See Restricted Stock roll-forward below.

A summary of restricted stock awards activity for thesix months ended* June 30, 2026*, is presented below:

Stock-based compensation associated with restricted stock awards was approximately $502 thousand and $12 thousand for thethree months ended* June 30, 2026and2025,* respectively. Stock-based compensation associated with restricted stock awards was approximately $19.7 million and $7.7 million for thesix months ended* June 30, 2026and2025*, respectively. All stock compensation was recorded as a component of compensation and benefits expenses. The 396,346 nonvested restricted stock units that were approved in* December 2025in the table above are reflected as being issued in the unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for thesix* months ended* June 30, 2026*.

As of* June 30, 2026*, there is approximately $676 thousand of 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’s2022* 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. The Company recorded an expense of $26.1 million for the Performance Awards during thesecond* quarter of2025.

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, uponfive* (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,andone* 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 $61 thousand during thesix* months ended* June 30, 2026* related to such options.

A summary of option activity under the Company’s stock option plan for thesix months ended* June 30, 2026*, is presented below:

Stock-based compensation associated with stock options was approximately $24 thousand and $26.2 million for thethree months ended* June 30 2026and2025,* respectively. Stock-based compensation associated with stock options was approximately $61 thousand and $33.9 million for thesix months ended* June 30, 2026and2025*, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

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At* June 30, 2026there isno* future stock-based compensation expense relating to unvested stock options.

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 unaudited condensed consolidated statements of changes in stockholders’ equity. In addition, Company owns 65% of AVO Manager and AVO Investment Manager, the remaining 35% is owned by non-controlling parties. As such,35% of any profits earned by these entities are attributable to non-controlling interests and are presented in the unaudited condensed consolidated statements of changes in stockholders’ equity. As of* June 30, 2026*, the net income attributable to non-controlling interests was $150 thousand of which the Company owes $20 thousand at* June 30, 2026*. During thesix months ended* June 30, 2026*, the Company distributed $100 thousand to non-controlling interests.

Note12. Revenue

Disaggregation of Revenue

For thethree andsix months ended* June 30, 2026and2025* total revenue and revenue related to contracts with customers within the scope of Topic606 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 thesix months ended* June 30, 2026*, revenue that was recognized at a point in time includes underwriting services of $40.9 million, carried interest of $2.7 million, commissions of $9.1 million and principal transactions losses of $1.6 million consisting of$3.3 million of realized gains and $4.9 million of unrealized losses. For thesix months ended* June 30, 2025*, revenue that is recognized at a point in time includes underwriting services of $25.8 million, carried interest of $10.5 million , commissions of $7.8 million, and principal transactions of $1.2 million consisting of $2.6 million of realized gains and $3.8 million of unrealized losses.

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 thesix months ended* June 30, 2026*, revenue that is recognized over time includes other revenue of $447 thousand, management fees of $574 thousand, interest income from customers of $150 thousand, and interest income-noncustomers of $436 thousand. For thesix months ended* June 30, 2025*, revenue that was recognized over time includes other revenue of $437 thousand, management fees of $180 thousand, and interest income from customers of $121 thousand and interest income from non-customers of $259 thousand.

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Note13. Commitments and Contingencies

Legal Proceedings

The Company* maybe subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries maybe 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 mayseek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries mayalso be subject to other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which mayresult 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 doesnot* 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 2024of new registered representatives from the representatives’ former employer. This notice was filed against the Company’s subsidiary, Dominari Securities. The Company doesnot* 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 hasnot 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 isnot aware of any material, active or pending legal proceedings brought against it.

Note14. Income Taxes

The Company’s income tax expense (benefit) for thethree andsix months ended* June 30, 2026* is as follows ($ in thousands):

The Company accounts for income taxes in accordance with ASC740, Income Taxes. For interim periods, the Company applies the estimated annual effective tax rate (“AETR”) method in accordance with ASC740-270. Under this method, income tax expense for interim periods is computed by applying the estimated annual effective tax rate to year-to-date ordinary pretax income (loss) and adjusting for the tax effects of discrete items recognized in the period.

For thesix months ended* June 30, 2026*, the Company recorded income tax expense despite reporting a pretax loss. This result is primarily attributable to a significant permanent difference related to the limitation on the deductibility of certain executive compensation under Internal Revenue Code Section162(m). The Company currently expects that a substantial portion of executive compensation willnot be deductible for income tax purposes for the full fiscal year. As a result, the Company’s estimated annual taxable income is forecasted to be positive, despite an expected pretax book loss. Accordingly, the Company’s estimated annual effective tax rate is negative, as the projected annual income tax expense is divided by an expected pretax book loss. The application of this negative AETR to year-to-date ordinary pretax loss results in the recognition of income tax expense in the interim period, rather than a tax benefit that would otherwise be expected based on the pretax loss.

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In addition, the Company recognized the tax effect of a discrete item during thesix months ended* June 30, 2026*, which further impacted income tax expense in the period. Discrete items are excluded from the determination of the AETR and are recorded in the period in which they occur. During the period, the Company recognized a book loss of approximately $6.9 million related to the sale of the Company’s marketable securities in American Bitcoin Corp (“ABTC”) stock. For income tax purposes, the majority of the approximate $32.5 million of proceeds from the sale of the Company’s ABTC stock resulted in a $32.5 million were taxable ordinary income which is treated as a discrete item in the interim period. The income tax effect of this transaction increased current income tax expense by approximately $9.5 million.

The Company’s effective tax rate for thesix months ended* June 30, 2026*, was (7.9%). The primary drivers of the variance from the statutory rate were state taxes, Sec.162m disallowed compensation, and valuation allowance. The Company will continue to assess its estimated annual effective tax rate each reporting period. Changes in forecasted pretax income, the amount of non-deductible compensation under Section162(m), or other factors could result in significant adjustments to the Company’s interim income tax provision in future periods.

During thesix months ended* June 30, 2025*, the Company didnot record any income tax expense or benefit.

In assessing the realization of deferred tax assets, management considers whether it is more likely thannot 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 thannot that the Company willnot realize the benefits of all deferred tax assets. Accordingly, the Company has provided a full valuation allowance for the deferred tax assets of approximately $50.1 million as of* June 30, 2026* and $38.3 million as of* December 31, 2025*. For thethree-month period ended* June 30, 2026*, the change in valuation allowance is approximately $11.8 million.

As of* June 30, 2026*, 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 in2026, 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 in2038.

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Utilization of the U.S. NOL carryforwards* maybe subject to a substantial annual limitation under Section382* of the Internal Revenue Code of1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes* maylimit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section382,* results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than50% over athree-year period.

The Company completed a Section382 study through* December 31, 2025,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 Section382* limitation. The Company has approximately $76 million of acquired intangible assets capitalized between2013 and2023 that are subject to this limitation.

Any future ownership changes that* mayoccur after December 31, 2025,** maylimit the Company’s ability to utilize remaining tax attributes. Due to the existence of the valuation allowance, limitations created by the2013* ownership change and any potential future ownership changes willnot impact the Company’s effective tax rate.

Note15. Regulatory

Dominari Securities, the Company’s broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary is Dominari Securities is subject to SEC Uniform Net Capital Rule (Rule15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shallnot exceed 15 to1. As such, the subsidiary is subject to the minimum net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted byRule15c3-1. As of* June 30, 2026*, Dominari Securities had net capital of approximately $18.2 million in excess of minimum net capital requirement of $0.6 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* maybe 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.

Note16. Related Party Transactions** **

In2021, 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 andone of the Company’s board members, was previously a member of the board of directors of Revere until* June 2023and 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 also participates as an underwriter. For thesix* months ended* June 30, 2026*, there wereno such transactions. The Company earned $368,000 in thesix months ended* June 30, 2025* in transactions, which Revere also participated as an underwriter. As of* May 20, 2025,Kyle Woolno* longer holds an equity interest in Revere.

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 thesix* months ended* June 30, 2026and2025* was approximately $33 thousand and $21 thousand, respectively. As of* June 30, 2026and2025*, the total outstanding balance of the employee loans was $1.5 million and $2.0 million, respectively and are included in loans to employees on the accompanying unaudited condensed consolidated balance sheets.

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Certain of the Company’s investments are made through related party special purpose vehicles. These are included within Note5 of the consolidated financial statements and include the following investments: investment in Revere Master SPV Series1 (Qxpress Pte Ltd), investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI), and investment in Dominari Master SPV LLC Series XII (Groq, Inc.), and Investment in American Ventures LLC SeriesXX TracX Logis (TracX Logis Pte. Ltd.).

The Company’s investments in American Ventures LLC Series XIX (Skyline Builders Group Holdings Ltd.), American Ventures LLC Series XIV (JFB Construction Holdings) and investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.) 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 condensed consolidated statements of changes in stockholders’ equity. On* January 16, 2026,the Company entered intotwo* Limited Liability Agreements with American VO Manager LLC (“AVO Manager”) and American VO IM LLC (“AVO Investment Manager”). The Company holds asixty five percent (65%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari Holdings Inc. As of* June 30, 2026*, the amount attributable to non-controlling interest was $150 thousand. There is $50 thousand payable to non-controlling interests as of* June 30, 2026*.

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 $0.2 million for thesix months ended* June 30, 2026and2025*, respectively and are classified as management fees in Note12 and included in other revenue within the statement of operations. The total amount of contract liabilities disclosed in Note2 represented amounts received in advance of revenue earned on managing such related party investment vehicles and are listed as contract liabilities in the unaudited condensed statement of financial condition totaling $7.8 million as of* June 30, 2026* and $4.5 million as of* December 31, 2025*.

In* May 2026,the Company sold 134,750 shares of New America Acquisition I Corp. to Kyle Wool for a total of $270 thousand resulting in a gain of approximately $67 thousand. Also in May,*the Company sold 200,000 shares of Datacentrex, Inc. for a total of $350 thousand to Mr. Wool resulting in a gain of $350 thousand. The gains from these sales are included in principal transactions in the condensed consolidated statement of operations.

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 $15.9 million in underwriting revenue, $2.6 million in carried interest revenue, and $6.3 million of commission revenue during the Six Months Ended 2026.

Note17. 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”.

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

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Note18. Subsequent Events

Stock Options

On* July 1, 2026,the Company granted a total of 310,000 stock options, each with an exercise price equal to the fair market value per share on the grant date to certain directors, officers and employees that shall vest and become exercisable on July 1, 2027,*subject to the applicable grantee’s continued service.

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. All references to“we,”“us,”* “our” and the*“Company”* refer to Dominari Holdings Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.*

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for the Company’s business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Overview

Dominari Holdings Inc. (“Dominari”) is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking, sales and trading, asset management and insurance. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. Dominari and its subsidiaries are collectively referred to herein as “Company,” “we,” “our” or “us.”

Dominari Financial Inc. (“Dominari Financial”),a wholly owned subsidiary of Dominari Holdings Inc., executes the Company’s growth strategy in the financial services industry. In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers. Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually registered broker dealer and investment advisor from Fieldpoint Private Bank & Trust (“Fieldpoint”), was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”) and is a wholly owned subsidiary of Dominari Financial.

On October 13, 2023, the Company entered into two separate Limited Liability Company Agreements with Dominari Manager LLC (“Manager”) and Dominari IMLLC (“Investment Manager”), which are both wholly owned subsidiaries and whose operations are included within the unaudited condensed consolidated financial statements of Dominari. 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 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”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%)majority owned subsidiaries of the Company and whose operations are included within the unaudited condensed 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.

On January 16, 2026, the Company entered into two Limited Liability Agreements with American VO Manager LLC (“AVO Manager”) and American VO IM LLC (“AVO Investment Manager”). The Company holds a sixty five percent (65%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari Holdings Inc. AVO Manager was named as the manager of American Ventures Opportunity Fund LLC (the “AVO Master SPV”), a series limited liability company formed by AVO Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AVO Master SPV. AVO Investment Manager was named the investment manager of the AVO Master SPV and is responsible for providing investment advice and decisions on behalf of the AVO Master SPV. AVO Manager and AVO Investment Manager are the managing members of AVO Master SPV and may not be removed without their respective consent. The other members of AVO Master SPV are the passive investing members of each series of funds (the “AVO Series”) established under the AVO Master SPV. The AVO Manager established various AVO Series of the AVO Master SPV for the purpose of making investments in companies identified by the AVO Investment Manager with proceeds generated by the sale of non-voting interests in such AVO Series by the AVO 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.

Critical Accounting Estimates

We prepare our unaudited condensed consolidated financial statements in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.

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.

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.

Recently Issued Accounting Pronouncements

See Note 3 to the unaudited condensed consolidated financial statements for a discussion of recent accounting standards.