Binah Capital Group, Inc. — fact timeline

Binah Capital Group, Inc. reported full year 2025 results: revenue $187.1 million, net income $2.3 million, EPS $0.04.

“Full Year 2025 Key Highlights § Total advisory and brokerage assets as of December 31, 2025, grew 11% to $29.9 billion. § Total annual revenue increased by 10.7% to $187.1 million. § Annual Gross profit was $37.8 million, compared to $33.7 million in 2024. § Total annual operating expenses were $35.2 million, compared to $36.8 million in 2024. § Annual GAAP net income rose to $2.3 million, compared to a GAAP net loss of $4.6 million in 2024. § Annual GAAP diluted EPS was $0.04 compared to $(0.39) in the prior year. § Annual EBITDA increased to $5.4 million from $1.9 million in the prior year. § Adjusted EBITDA* increased to $6.5 million, compared to $6.3 million in 2024.”

Binah Capital Group, Inc. reported fourth quarter 2025 results: revenue $50.5 million, net income $0.2 million, EPS $0.01.

“Fourth Quarter 2025 Key Highlights § Total advisory and brokerage assets as of December 31, 2025, grew 11% year-over-year to $29.9 billion. § Total revenue grew 13.2% to $50.5 million. § Gross profit was $10.3 million, compared to $8.9 million in the prior-year period. § Total operating expenses were $10.5 million, compared to $9.5 million in the prior-year period, reflecting a stabilization in expense levels compared to prior year results that included non-recurring business combination costs. § GAAP net income rose to $0.2 million, compared to a GAAP net loss of $1.1 million in the fourth quarter of 2024. § GAAP diluted EPS was $0.01 compared to $(0.07) in the prior year quarter § EBITDA of $0.5 as compared to EBITDA of $1.0 in the prior year quarter which is driven primarily by the change in the income tax provision. § Adjusted EBITDA of $0.8 as compared to $2.2 million in the prior year quarter, which included an adjustment for business combination and re-financing costs incurred d”

Binah Capital Group, Inc.: Amended and Restated Certificate of Designation for Series B Preferred Stock to modify dividend payment terms (effective 2026-02-26).

“On February 26, 2026, in accordance with the terms of the Credit Agreement, dated December 23, 2024 (the “ Credit Agreement ”) with Byline Bank, as lender (the “ Lender ”), the Series B Investors entered into a subordination agreement with the Lender and the Company filed of record with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Designation amending and restating the terms of the Series B Preferred Stock (the “ Amended Certificate of Designation ”).”

Binah Capital Group, Inc.: Ceased being a shell company as a result of Business Combination.

“As a result of the Business Combination, the Company ceased being a shell company.”

Binah Capital Group, Inc.: Adopted new bylaws on Closing Date.

“and adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”)”

Binah Capital Group, Inc.: Amended and restated certificate of incorporation on Closing Date.

“On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter”

Binah Capital Group, Inc. underwent a change of control for approximately 217 million in common stock and assumed indebtedness (closed 2024-03-15).

“Agreement, the “ Business Combination ”). Under the terms of the Business Combination Agreement, the aggregate consideration paid in the Business Combination was approximately 217 million, paid in the form of common stock, par value $0.0001 per share (“Company Common Stock”) and assumed indebtedness, as more specifically set forth therein. ess Combination was”

Binah Capital Group, Inc. amended Fifth Amendment to the Credit Agreement with Oak Street Funding LLC.

“Wentworth and certain other borrowers entered into the Fifth Amendment to the Credit Agreement (the “ Amendment ”) with Oak Street”

Binah Capital Group, Inc. entered into Voting Agreement with the Holders.

“Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights.”

Binah Capital Group, Inc. entered into Lock-Up Agreement with the Holders.

“Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain piggyback registration rights and customary demand registration rights.”

Binah Capital Group, Inc. entered into Registration Rights Agreement with Pollen Street Capital Limited, Wentworth, certain equity holders of Wentworth and certain other parties.

“the Company entered into that certain Registration Rights Agreement with the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein (such persons, the “ Holders ”) (the “ Registration Rights Agreement ”)”

Binah Capital Group, Inc. entered into Subscription Agreement with Pollen Street Capital Limited valued at aggregate gross proceeds of $14,400,000.

“the Company and Wentworth entered into that certain Subscription Agreement (the “ Subscription Agreement ”) with Pollen Street Capital Limited (the “ PIPE Investor ”), pursuant to which, on the Closing Date, the PIPE Investor subscribed for and purchased, and the Company issued and sold to the PIPE Investor, an aggregate of 1,500,000 Series A Preferred Stock for a purchase price of $9.60 per share, for aggregate gross proceeds of $14,400,000”

Binah Capital Group, Inc.: Ceased being a shell company after business combination.

“As a result of the Business Combination, the Company ceased being a shell company”

Binah Capital Group, Inc.: Adopted new bylaws.

“adopted the Proposed Holdings Bylaws (the “ Company Organizational Documents ”), which differ in certain material respects from the Existing Organizational Documents of KWAC”

Binah Capital Group, Inc.: Amended and restated certificate of incorporation.

“On the Closing Date, the Company amended and restated its certificate of incorporation in the form of the Proposed Holdings Charter”

Binah Capital Group, Inc. underwent a change of control involving Kingswood Acquisition Corp for approximately 217 million, paid in the form of common stock, par value $0.0001 per share and assumed indebtedness (closed 2024-03-15).

“Agreement, the “ Business Combination ”). Under the terms of the Business Combination Agreement, the aggregate consideration paid in the Business Combination was approximately 217 million, paid in the form of common stock, par value $0.0001 per share (“Company Common Stock”) and assumed indebtedness, as more specifically set forth therein. ess Combination was”

Binah Capital Group, Inc. amended Fifth Amendment to the Credit Agreement with Oak Street Funding LLC.

“At Closing, Wentworth and certain other borrowers entered into the Fifth Amendment to the Credit Agreement (the " Amendment ") with Oak Street”

Binah Capital Group, Inc. entered into Warrant Assumption Agreement with Continental Stock Transfer & Trust Company, KWAC.

“Continental Stock Transfer & Trust Company (the " Transfer Agent "), KWAC and the Company entered into the Warrant Assumption and Assignment Agreement (the " Warrant Assumption Agreement "), pursuant to which, among other things, KWAC assigned to the Company all of KWAC's right, title and interest in and to, and the Company assumed all of KWAC's liabilities and obligations under the certain Warrant Agreement”

Binah Capital Group, Inc. entered into Lock-Up Agreement with the Holders.

“the Company entered into that certain Lock-up Agreement with the Holders (the " Lock-Up Agreement "), pursuant to which, subject to certain exceptions, the Holders agreed to not transfer or make any announcement of any intention to effect a transfer”

Binah Capital Group, Inc. entered into Registration Rights Agreement with the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein.

“the Company entered into that certain Registration Rights Agreement with the PIPE Investor, Wentworth, certain equity holders of Wentworth and certain other parties identified therein (such persons, the " Holders ") (the " Registration Rights Agreement ").”

Binah Capital Group, Inc. entered into Subscription Agreement with Pollen Street Capital Limited valued at aggregate gross proceeds of $14,400,000.

“the Company and Wentworth entered into that certain Subscription Agreement (the " Subscription Agreement ") with Pollen Street Capital Limited (the " PIPE Investor "), pursuant to which, on the Closing Date, the PIPE Investor subscribed for and purchased, and the Company issued and sold to the PIPE Investor, an aggregate of 1,500,000 Series A Preferred Stock for a purchase price of $9.60 per share, for aggregate gross proceeds of $14,400,000 (the " PIPE Financing ").”