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…

Results of Operations and Financial Condition. On May 15, 2026, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its first quarter ended March 31, 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 19…

Results of Operations and Financial Condition. On March 31, 2026, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its fourth quarter and full year ended December 31, 2025. 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 Securitie…

Material Modification to Rights of Security Holders As previously disclosed, on September 4, 2024, the Company entered into a subscription agreement (the “ Series B Subscription Agreement ”) with certain investors (the “ Series B Investors ”) for the purchase of 150,000 shares of Binah Capital Group, Inc. (the “ Company ”) in a private placement at $10.00 per share, for an aggregate purchase price of $1,500,000. The terms of the Series B Junior Convertible Preferred Stock of the Company (the…

The filing describes compensation arrangements and equity grants, not a management change.

Results of Operations and Financial Condition. On November 13, 2025, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its third quarter ended September 30, 2025. 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…

Results of Operations and Financial Condition. On August 13, 2025, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its second quarter ended June 30, 2025. 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…

The filing describes compensatory arrangements and equity grants to existing officers, not a management change.

Results of Operations and Financial Condition. On May 15, 2025, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its first quarter ended March 31, 2025. 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 19…

Results of Operations and Financial Condition. On March 31, 2025, Binah Capital Group, Inc. (“Binah”) issued a press release announcing financial results for its fourth quarter and full year ended December 31, 2024. 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 Securitie…

Changes in Registrant’s Certifying Accountant. On March 15, 2024, the Audit Committee of the Board approved FGMK, LLC (“ FGMK ”) as its independent registered public accounting firm. FGMK previously served as the independent registered public accounting firm of Wentworth prior to the Business Combination. Accordingly, Binah Capital Group, Inc. intended to dismiss Marcum LLP (" Marcum "), the independent registered public accounting firm prior to the Business Combination of Binah Capital Corp.…

Completion of Acquisition or Disposition of Assets. FORM 10 INFORMATION Management’s Discussion and Analysis of Financial Condition and Results of Operations The information set forth in Exhibit 99.2 to this Amendment is incorporated herein by reference. Financial Statements, Supplementary Data and Exhibits The information set forth in sections (a) and (d) of

Entry into a Material Definitive Agreement On December 23, 2024 (the “ Closing Date ”), Binah Capital Group, Inc., a Delaware corporation (the “ Borrower ” or the “Company”), entered into a Credit Agreement (the “ Credit Agreement ”) with Byline Bank, as lender (the “ Lender ”), pursuant to which the Lender agreed, at the Borrower’s request, to (i) make to the Borrower a term loan in the original principal amount of $20,300,000 (the “ Term Loan ”), which was funded on the Closing Date; (ii) m…

Termination of Material Definitive Agreement As previously disclosed, Wentworth Management Services LLC, a Delaware limited liability company (“ Wentworth ”) entered into a debt facility with Oak Street Funding LLC (“ Oak Street ”) in the amount of $25,000,000 (as amended by the First Amendment to Master Credit Agreement dated as of June 19, 2020, the Second Amendment to Master Credit Agreement dated as of March 19, 2021, the Third Amendment to Master Credit Agreement dated as of May 28, 2021…

Material Modification to Rights of Security Holders As previously disclosed, on March 15, 2024 (the “ PIPE Closing Date ”), the Company entered into a subscription agreement (as amended, the “ Subscription Agreement ”) with Pollen Street Capital Limited (the “ Piper Investor ”) pursuant to which on the PIPE 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 Convertible Preferred Stock (the “ Ser…

Creation of a Direct Financial Obligation or an Obligation under an OffBalance Sheet Arrangement of a Registrant The information set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2024, the Company received a delinquency notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”). The Notice states that the Company has until…

Changes in Control of Registrant. The disclosure set forth in the Introductory Note and

Unregistered Sale of Equity Securities The disclosure set forth above in the Introductory Note and

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders. Not applicable.

The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled, “ Proposal No. 1: The Business Combination Proposal ,” which is incorporated herein by reference. The Business Combination Agreement and the Business Combination was approved by KWAC’s stockholders at a special meeting of KWAC’s stockholders held on March 8, 2024 (the “ Special Meeting ”). On March 15, 2024, the parties to the Business Combination Agre…

Entry into a Material Definitive Agreement. Subscription Agreement At the Closing, 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 aggregat…

of Form 8-K, the disclosure set forth in Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this

Changes in Registrant’s Certifying Accountant. Appointment of the Company’s Independent Registered Public Accounting Firm On March 15, 2024, the Audit Committee of the Board approved FGMK, LLC (“ FGMK ”) as its independent registered public accounting firm. FGMK previously served as the independent registered public accounting firm of Wentworth prior to the Business Combination.

The disclosure is about compensatory arrangements, which does not indicate a management change.