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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): August 13, 2026

 

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 ¨

 

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 2.02. Results of Operations and Financial Condition.

 

On August 13, 2026, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Binah, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 13, 2026
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: August 13, 2026

 

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

 

 

 

Exhibit 99.1

 

 

 

 

BINAH CAPITAL GROUP REPORTS RESULTS FOR SECOND QUARTER OF 2026

 

- Assets Under Management (“AuM”) Increased 13.4% Year-over-Year to $31.6 Billion -

 

- Increased Net Income to $0.3 Million from a net loss of $(0.7) million in the Prior Year Period -

 

- Increased EBITDA[*] to $1.0 Million from $0.1 Million in the Prior Year Period -

 

- Increased Total Revenue to $46.5 million from $41.5 million in prior year period -

 

New York – August 13, 2026 – Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the second quarter and six months ended June 30, 2026.

 

"Our second quarter results demonstrate that Binah is accelerating its growth in wealth management by leveraging our differentiated platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Our continued momentum this quarter drove improved performance across all our key metrics. We are very pleased with the operational strength our teams demonstrated as they continue to effectively address customer needs, and we remain focused on additional opportunities to bolster our growth this year.”

 

Second Quarter 2026 Key Highlights

 

  § Total advisory and brokerage assets as of June 30, 2026, grew 13.4% year-over-year to $31.6 billion, compared to $27.8 billion in last year’s second quarter.

 

  § Total revenue was approximately $46.5 million, a 12.1% increase from $41.5 million in the same period in 2025.

 

  § GAAP net income rose to $0.3 million, a 152% increase compared to a GAAP net loss of $0.7 million in the second quarter of 2025.

 

  § Gross profit* was $9.8 million, an increase of 12.6% compared to $8.8 million in the prior-year period.

 

  § GAAP diluted EPS was $(0.00) compared to a GAAP net loss per share of $(0.06) in the prior year quarter, up 94%.

 

  § EBITDA* of $1.0 million grew 546% as compared to EBITDA of $0.1 million in the prior year quarter, driven by the increase in GAAP net income.

 

  § Adjusted EBITDA* of $1.2 million increased 21% compared to $0.9 million in the prior year quarter.

 

* Non-GAAP Financial Measures. EBITDA and Adjusted EBITDA are non-GAAP financial measures defined as net income (loss) adjusted for depreciation expense, amortization expense, interest expense, share-based compensation and income tax. See the section captioned “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

 

 

 

 

Liquidity and Capital

 

The Company had cash and cash equivalents of $10.5 million and outstanding long-term debt of $17.3 million as of June 30, 2026.

 

About Binah Capital Group

 

Binah Capital Group (“Binah Capital”, “Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading firms that empower independent financial advisors. Binah specializes in delivering value through its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly competitive marketplace.

 

For more, please visit: www.binahcap.com

 

Contact:

 

Binah Capital Investor Relations

Mary T. Conway

Conway Communications

[email protected]

 

Binah Capital Media Relations

Donald Cutler or Lorene Yue

Haven Tower Group

(424) 317-4864 or (424) 317-4854

[email protected]

 

Non-GAAP Financial Measures

 

EBITDA is a non-GAAP financial measure defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus share-based compensation costs. The Company presents EBITDA and Adjusted EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is used in connection with the Company’s credit agreements, specifically in the calculation of financial-related covenants.

 

Gross profit is a non-GAAP financial measure defined as total revenue less commissions paid to financial advisors and registered representatives and other fees that generate the revenue. We consider our gross profit amounts to be non-GAAP financial measures that may not be comparable to those of others in our industry. We believe that gross profit amounts can provide investors with useful insight into our core operating performance before other costs that are general and administrative in nature.

 

A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures appears below in the footnotes to the table of our key operating, business and financial metrics.

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the "safe harbor" created by those sections and other applicable laws. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Binah. Forward-looking statements include, but are not limited to statements regarding: Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

 

While Binah believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations, the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

 

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

 

 

 

 

Binah Capital Group Consolidated Balance Sheet

 

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2026 AND DECEMBER 31, 2025 

(in thousands, except per share amounts)

 

   Unaudited      
   June 30, 2026   December 31, 2025 
ASSETS          
Assets:          
Cash, cash equivalents and restricted cash  $10,909   $10,716 
Receivables, net:          
Commission receivable   10,901    10,441 
Due from clearing broker   764    707 
Other   1,199    1,261 
Property and equipment, net   273    342 
Right of use assets   3,308    3,097 
Intangible assets, net   496    671 
Goodwill   39,839    39,839 
Other assets   3,494    3,141 
           
TOTAL ASSETS  $71,183   $70,215 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Liabilities:          
Accounts payable, accrued expenses and other liabilities  $11,968   $13,103 
Commissions payable   12,957    12,632 
Operating lease liabilities   3,425    3,221 
Notes payable, net of unamortized debt issuance costs of $517 and $590 as of June 30, 2026 and December 31, 2025, respectively   16,738    17,679 
Promissory notes-affiliates   5,313    5,313 
           
TOTAL LIABILITIES   50,401    51,948 
           
Mezzanine Equity:          
Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,662,000 and 1,626,000 shares outstanding at June 30, 2026 and December 31, 2025, respectively   16,038    15,668 
Stockholders’ Equity:          
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares issued and outstanding at June 30, 2026 and December 31, 2025   1,500    1,500 
Common stock, $0.0001 par value, 55,000,000 authorized, 17,060,131 and 16,716,000 issued and outstanding at June 30, 2026 and December 31, 2025, respectively        
Additional paid-in-capital   23,465    23,709 
Accumulated deficit   (20,258)   (22,496)
Accumulated other comprehensive income (loss)   37    (114)
Total Stockholders’ Equity and Mezzanine Equity   20,782    18,267 
           
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY  $71,183   $70,215 

 

 

 

 

Binah Capital Group Consolidated Statement of Operations

 

BINAH CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 

(in thousands, except per share amounts)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Revenues:                
Revenue from Contracts with Customers:                    
Commissions  $38,060   $33,998   $77,815   $75,137 
Advisory fees   7,354    6,627    14,660    13,542 
Total Revenue from Contracts with Customers   45,414    40,625    92,475    88,679 
Interest and other income   1,102    872    2,742    1,752 
                     
Total revenues   46,516    41,497    95,217    90,431 
                     
Expenses:                    
Commissions and fees   36,656    32,740    75,169    73,038 
Employee compensation and benefits   4,715    4,926    9,641    9,277 
Rent and occupancy   270    286    550    571 
Professional fees   451    713    980    1,249 
Technology fees   788    690    1,594    1,443 
Interest   516    543    1,035    1,109 
Depreciation and amortization   127    183    270    370 
Other   2,569    1,977    2,897    2,480 
                     
Total expenses   46,093    42,058    92,137    89,537 
                     
Income (loss) before provision for income taxes   423    (561)   3,080    894 
                     
Provision for income taxes   86    93    842    516 
                     
Net income (loss)  $337   $(654)  $2,238   $378 
                     
Net income (loss) per share basic  $(0.00)  $(0.06)  $0.09   $(0.02)
                     
Net income (loss) per share diluted  $(0.00)  $(0.06)  $0.08   $(0.02)
                     
Weighted average shares outstanding basic   16,813    16,602    16,782    16,602 
                     
Weighted average shares outstanding diluted   17,060    16,602    17,031    16,602 

 

 

 

 

Binah Capital Group Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA

 

EBITDA is a non-GAAP financial measure defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus share-based compensation costs. The Company presents EBITDA and Adjusted EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA and Adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is used in connection with the Company’s credit agreements, specifically in the calculation of financial-related covenants.

 

A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures appears below in the footnotes to the table of our key operating, business and financial metrics.

 

   For the three months ended June 30,   For the six months ended June 30, 
EBITDA Reconciliation  2026   2025   2026   2025 
Net income  $0.3   $(0.7)  $2.2   $0.4 
Interest expense   0.5    0.5    1.0    1.1 
Provision for income taxes   0.1    0.1    0.8    0.5 
Depreciation and amortization   0.1    0.2    0.3    0.4 
EBITDA   1.0    0.1    4.3    2.4 
Share-based compensation   0.2    0.8    0.5    0.8 
Adjusted EBITDA  $1.2   $0.9   $4.8   $3.2 

 

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