Dominari Holdings Inc.

Three and Nine Months Ended September 30, 2026, compared to the Three and Nine Months Ended September 30, 2025

** ** Three months ended September 30, 2026, compared to the three months ended September 30, 2025

During the three months ended September 30, 2026, we recognized approximately $16.4 million in revenue from operations, a decrease of approximately $36 million or 69% as compared to the three months ended September 30, 2025. The decrease in revenue was primarily attributable to the following:

During the three months ended September 30, 2026, we recognized $18.3 million in operating costs and expenses representing a decrease of $34.6 million or 65% as compared to the three months ended September 2025. The decrease in operating costs and expenses is primarily a result of the following:

During the three months ended September 30, 2026 other expense was approximately $0.3 million as compared to other income of $126.5 million for the three months ended September 30, 2025. The 2026 other expense primarily is as a result of the reduction in the carrying value of one of the Company's long term investments. The $126.5 million of other income in 2025 was primarily a result of the increased value attributed to the Company's investment in ABTC.

During the three months ended September 30, 2026, the Company recorded income tax benefit of $0.7 million as compared to $0 in comparable period in 2025 primarily as a result of the third quarter loss.

Net loss attributable common stockholders' of $1.9 million in the three months ended September 30, 2026 versus net income of $125.2 million reported in the comparable period of 2025. During the third quarter of 2026, the Company also recorded a deemed dividend of $0.3 million related to the September, 2026 inducement of the Company's Series A warrants.

*** Nine months ended September 30, 2026, compared to the Nine months ended September 30, 2025***

During the nine months ended September 30, 2026, we recognized approximately $69 million in revenue from operations, an decrease of approximately $29.7 million or 30% as compared to the nine months ended September 30, 2025, primarily driven by the decrease in our activities of Dominari Securities. The decrease in revenue was primarily attributable to the following:

During the nine months ended September 30, 2026, we recognized $109.6 million in operating costs and expenses representing a decrease of $37.2 million or 25% as compared to the nine months ended September 30, 2025. The decrease in operating costs and expenses is primarily a result of the following:

During the nine months ended September 30, 2026, other expense was approximately $8.5 million as compared to other income of $159.4 million for the nine months ended September 30, 2025. The 2026 other expense primarily is as a result of the loss on the sale of the Company’s ABTC stock for cash proceeds of approximately $32.5 million in January 2026 which was lower than the approximate December 31, 2025, book value of $39.4 million along with the reduction in the carrying value of one of the Company's long term investments. The $159.4 million of other income in 2025 was primarily a result of the increased value attributed to the Company's investment in ABTC.

During the nine months ended September 30, 2026, the Company recorded income tax expense of $14.6 million as compared to $0 in comparable period in 2025 primarily as a result of the increased revenues, taxable gain on the sale of the Company’s ABTC stock in January 2026, and certain income tax limitations under Internal Revenue Code Sections 162(m) and 382 the tax impact of certain expenses related to compensation that are not allowable which limit available deductions for income tax purposes.

Net loss attributable to common stockholders' was $64.7 million in the nine months ended September 30, 2026, versus net income of $109.3 million reported in the comparable period of 2025. In the first nine months of 2026, non-controlling interest of $256 thousand was recorded slightly increasing the net loss attributable to common stockholders’ of the Company. During the nine months ended September 30, 2026 the Company also recorded a deemed dividend of $0.4 million related to the inducement of the Company's Series B warrants in May, 2026 and $0.3 million inducement of the Company's Series A warrants in September, 2026.

Non-GAAP Comparison of Results for the Three and Nine Months Ended September 30, 2026, and September 30, 2025

To supplement its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the table below summarizes the additional non-GAAP financial measures of loss from operations, net income (loss) applicable to common stockholders’ of Dominari Holdings and earnings per share as adjusted from excluding non-cash stock-based compensation. Such noncash stock-based compensation represents charges included in compensation and benefits expense and advisory expense as reported on the Company’s consolidated statement of operations. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for future performance. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP is shown in the table below ($ thousands):

Liquidity and Capital Resources

We continue to incur ongoing administrative and other expenses, including public company expenses. While we continue to implement our business strategy, we intend to finance our activities through:

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our business plan to support our transition into the financial services industry. Our working capital amounted to approximately $14.5 million as of September 30, 2026. As of September 30, 2026, we had approximately $24.0 million of cash and cash equivalents, $2.6 million of marketable securities and $4.8 million of securities owned. Additionally, we had approximately $4.7 million in receivable from clearing brokers. All of such funds are available to fund our operations. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Our ability to obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. Specifically, as a result of recent volatility and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.

The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated (in thousands):

Cash Flows from Operating Activities

For the nine months ended September 30, 2026 and 2025, net cash used in operations was approximately $39 million and $4 million. The cash used in operating activities for the nine months ending September 30, 2026, is primarily attributable to net loss of approximately $63.7 million, offset primarily by non-cash commission expense of approximately $7.6 million, increases in unrecognized tax benefits of $6.4 million, increase in income taxes payable of approximately $1.2 million and stock-based compensation of approximately $20.4 million. The cash used in operating activities for the nine months ended September 30, 2025, was primarily attributable to increase in receivable from brokers of approximately $11.6 million, and the increase in accrued commissions of $2.7 million, increase in stock based compensation of $54.8 million, changes in carrying value of other operating assets and liabilities of $6.2 million, net realized and unrealized gain on marketable securities of approximately $158.7 million., net realized and unrealized gain on securities owned of $4 million, offset by a change in prepaid expenses and other assets of approximately $0.2 million, and net income of approximately $111.2 million.

Cash Flows from Investing Activities

For the nine months ended September 30, 2026 and 2025, net cash provided by investing activities was approximately $42.7 million and $0.9 million, respectively. The cash provided by investing activities for the nine months ending September 30, 2026, primarily resulted from our sale of marketable securities of approximately $46.4 million, that included the sale of the Company’s ABTC shares for $32.4 million in net proceeds, along with $16.2 million of sales of securities owned, partially offset by our purchase of securities owned of approximately $10.5 million and purchase of marketable securities of approximately $9.4 million. The cash provided by investing activities totaling $0.9 million for the nine months ended September 30, 2025, primarily resulted from our purchases of marketable securities of approximately $17.0 million, partially offset by sale of marketable securities of approximately $15.9 million and collection of principal on notes receivable of $1.1 million.

Cash Flows from Financing Activities

For the nine months ended September 30, 2026 and 2025, net cash (used in) provided by financing activities was approximately $(13.8) million and $4.4 million, respectively. The cash used in financing activities for the nine months ending September 30, 2026, resulted from dividends paid of approximately $19.0 million offset by the issuance of common stock for warrants exercised of approximately $7.3 million. The cash provided by financing activities for the nine months ended September 30, 2025, was primarily driven by fund raising related to issuance of common stock of $13.5 million, partially offset by payment of dividends totaling $12 million.