Binah Capital Group Inc 2025年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $34.2 million(based on the closing price of the registrant’s common stock ($2.06) on that date as reported on the Nasdaq Stock Market LLC). On March31, 2026, there were 16,716,000 shares of common stock, $0.0001 par value per share (“common stock”), issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS CAUTIONARY NOTEREGARDING FORWARD LOOKING STATEMENTSiiPARTI1ITEM1.BUSINESS1ITEM1A.RISK FACTORS7ITEM1B.UNRESOLVED STAFF COMMENTS23ITEM1C.CYBERSECURITY23ITEM2.PROPERTIES24ITEM3.LEGAL PROCEEDINGS24ITEM4.MINE SAFETY DISCLOSURES24PARTII25ITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES25ITEM6.[RESERVED]25ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS26ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK39ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO FINANCIALSTATEMENTS40ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE40ITEM9A.CONTROLS AND PROCEDURES40ITEM9B.OTHER INFORMATION40ITEM9C.DISCLOSUREREGARDINGFOREIGNJURISDICTIONSTHATPREVENTINSPECTIONS40PARTIII41ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE41ITEM11.EXECUTIVE COMPENSATION41ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS41ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE41ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES41PARTIV42ITEM15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES42ITEM16.FORM10-K SUMMARY43SIGNATURES44 CAUTIONARY NOTEREGARDING FORWARD LOOKING STATEMENTS Certain statements included in this Annual Report on Form10-K (the “Annual Report”) contain statements that areforward-looking and as such are not historical facts. These forward-looking statements are based on Binah CapitalGroup,Inc.’s (the “Company”) management’s current expectations, estimates, projections and beliefs, as well as anumber of assumptions concerning future events, and are not guarantees of performance. Such statements can beidentified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report,words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words orother comparable word