[8-K] Binah Capital Group, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Binah Capital Group (Nasdaq: BCG) filed an 8-K reporting the 2025 annual meeting vote held on 27 June 2025.

Shareholders owning 12,820,079 of 16,602,460 outstanding shares (77%) formed a quorum and re-elected Class I directors David Crane (11,817,290 for) and Joel Marks (11,817,989 for). No votes were cast against either nominee; abstentions were below 0.3%, and broker non-votes totaled 973,024 shares.

Investors also ratified FGMK, LLP as independent auditor for FY 2025 with 12,778,937 for, 41,002 against and 140 abstentions. No other matters were presented, and the filing contains no forward-looking statements or financial updates.

false 0001953984 0001953984 2025-06-27 2025-06-27 0001953984 BCG:CommonStockParValue0.0001PerShareMember 2025-06-27 2025-06-27 0001953984 BCG:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShareMember 2025-06-27 2025-06-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 27, 2025

Binah Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41991		88-3276689
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

80 State Street, Albany, NY 12207

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 404-7002

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		BCG		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share		BCGWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2025, Binah Capital Group, Inc., a Delaware corporation (the “Company”), held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, of the 16,602,460 shares of common stock outstanding and entitled to vote, 12,820,079 shares were represented, constituting a quorum. The final results for the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1 was to elect two Board nominees to serve as the Class I Director, to serve until the 2028 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

David Crane

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,817,290				0				29,765				973,024

Joel Marks

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	11,817,989				0				29,066				973,024

Proposal No. 2 was to ratify the appointment of FGMK, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	12,778,937				41,002				140				—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2025

	BINAH CAPITAL GROUP, INC.
	By:	/s/ Craig Gould
	Name:	Craig Gould
	Title:	Chief Executive Officer and Director

FAQ

How did BCG shareholders vote on the re-election of Class I directors in 2025?

David Crane received 11,817,290 votes for and 29,765 abstentions; Joel Marks received 11,817,989 votes for and 29,066 abstentions. No votes were cast against either nominee.

Did BCG shareholders approve the appointment of FGMK as auditor for 2025?

Yes. 12,778,937 shares voted for ratification, 41,002 against and 140 abstained.

What quorum was achieved at BCG's 2025 annual meeting?

A quorum of 12,820,079 shares (about 77% of the 16,602,460 shares entitled to vote) was present.

Which auditing firm will serve BCG for fiscal year 2025?

FGMK, LLP was ratified as Binah Capital Group's independent registered public accounting firm for FY 2025.