Binah Capital SEC Filings

Binah Capital Group, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on June 12, 2026. Holders of Common Stock as of April 24, 2026, when 16,602,460 shares were outstanding, may participate and vote online.

Items include electing one Class II director, advisory votes on named executive officer pay and the frequency of future pay votes, and ratifying FGMK, LLC as auditor for 2026. Stockholders are also asked to approve an amendment to the 2024 Equity Incentive Plan increasing the shares available for awards by 2,650,000, bringing the plan total to 4,729,671 shares of Common Stock.

Binah Capital Group, Inc. filed its annual report describing a retail wealth management platform built around hybrid, independent and W2 advisor models. The company owns ten entities, including four broker-dealers, three registered investment advisors and three insurance entities, supporting over 1,600 registered individuals.

The report details how advisors operate largely as independent contractors, keeping a significant share of commissions and fees while Binah supplies compliance, product access, clearing and custodial relationships. It also outlines an acquisition- and recruitment-driven growth strategy as assets continue shifting from traditional wirehouses to hybrid and independent channels.

Extensive risk disclosures highlight exposure to regulatory oversight by the SEC, FINRA, DOL and state regulators, potential advisor misconduct in a decentralized model, cybersecurity and data-privacy obligations, economic and market volatility, capital-raising needs, and added costs and complexity from operating as a Nasdaq-listed public company.

Binah Capital Group, Inc. reported stronger results for the fourth quarter and full year 2025, highlighted by a return to profitability and solid revenue growth. Full-year total revenues reached $187.1 million, up about 11% from 2024, driven mainly by higher commissions and advisory fees. Net income for 2025 was $2.3 million, compared with a net loss of $4.6 million in 2024, with diluted earnings per share improving to $0.04 from a loss of $0.39. EBITDA increased to $5.4 million from $1.9 million, while Adjusted EBITDA was $6.5 million versus $6.3 million. Assets under management grew 11% year-over-year to $29.9 billion, and cash and cash equivalents were $10.7 million against long-term debt of $17.7 million as of December 31, 2025.

Binah Capital Group, Inc. reported that Chief Executive Officer Craig Gould acquired 94,828 shares of common stock as a grant of restricted stock on February 25, 2026. The shares were issued at a price of $0.0000 per share under the company’s 2024 Equity Incentive Plan.

The restricted stock was 100% fully vested on the grant date, in line with Gould’s Employment Agreement dated August 14, 2024. After this award, Gould directly owns 1,016,906 shares of Binah Capital Group common stock.

Binah Capital Group, Inc. amended the terms of its Series B Junior Convertible Preferred Stock and approved new executive compensation awards. The amended certificate of designation changes how dividends on the Series B shares may be paid, linking cash versus stock payments to the company’s senior debt status under its credit agreement with Byline Bank.

The amendment allows dividends to be paid in cash, but the company may elect to pay up to 50% of accrued and unpaid dividends in additional Series B shares if no senior default exists. If a senior default occurs, dividends may be paid only in Series B shares. The board’s compensation committee also granted Chief Executive Officer Craig Gould 94,828 fully vested restricted shares valued at $220,000 at a $2.32 share price and set annual incentive bonuses of $350,000 each for Mr. Gould and Chief Financial Officer David Shane, while extending Mr. Shane’s employment term from three to five years.

Binah Capital Group, Inc. (BCG) reported an insider share purchase by its Chief Executive Officer and director, Craig Gould. On 11/17/2025, he bought 5,000 shares of common stock in an open-market transaction coded as a purchase at a price of $1.5478 per share. Following this transaction, Craig Gould directly holds 922,078 shares of Binah Capital Group common stock.

Binah Capital Group, Inc. reported that it issued a press release with financial results for its third quarter ended September 30, 2025, and furnished it as Exhibit 99.1 to a Form 8-K. The company stated the information is being furnished, not deemed “filed,” and will not be incorporated by reference. Its securities trade on Nasdaq as BCG (common stock) and BCGWW (warrants, each exercisable for one share at an exercise price of $11.50 per share).

Binah Capital Group (BCG) reported improved results for Q3 2025. Total revenues were $46.2 million, up from $42.2 million a year ago, driven by $37.4 million in commissions and $7.4 million in advisory fees. The company posted net income of $1.8 million versus a net loss of $1.2 million in Q3 2024. For the first nine months of 2025, revenues reached $136.6 million and net income was $2.1 million, compared with $124.3 million and a $3.5 million loss in the prior-year period.

As of September 30, 2025, total assets were $67.6 million and total liabilities were $49.5 million. Cash, cash equivalents and restricted cash were $8.3 million. Notes payable were $18.2 million net, and the company entered a $10 million notional interest rate swap designated as a cash flow hedge, with a $(0.2) million fair value liability and $(0.154) million other comprehensive loss year-to-date. Series A redeemable convertible preferred stock outstanding was 1,608,000 shares with a 9% cumulative dividend, and Series B convertible preferred stock was 150,000 shares. On November 13, 2025, common shares outstanding were 16,602,460.