UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark ~~one~~One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-41845

DOMINARI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		52-0849320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

725 5th Avenue, 22nd Floor

725 5^th Avenue, 22^nd Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

New York, NY 10022

(Address of principal executive offices)

(212) 393-4540

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.0001 par value per share)		DOMH		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” ~~and~~ and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 2830, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, ~~2024~~2025: $754,~~746~~480,~~180~~644 based upon the closing sale price of our common stock of $15.8744 on June 2830, ~~2024~~2025. Common stock held by each officer and director ~~and by each person known to own in excess~~ of ~~5% of~~ outstanding shares of our common stock has been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~April~~March 1527, ~~2025~~2026, there were 1422,~~704~~613,~~045~~781 shares of the registrant’s common stock issued and ~~14,643,897 shares~~ outstanding.

DOMINARI HOLDINGS INC.

TABLE OF CONTENTS

		Page
Special Cautionary Notice Regarding Forward Looking Statements		iiiii
Part I
	Item 1. Business	1
	Item 1A. Risk Factors	87
	Item 1B. Unresolved Staff Comments	23
	Item 1C. Cybersecurity	23
	Item 2. Properties	23
	Item 3. Legal Proceedings	23
	Item 4. Mine Safety Disclosures	23
Part II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
	Item 6. [Reserved]	2524
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	2830
	Item 8. Consolidated Financial Statements and Supplementary Data Index to Financial Statements	F-1
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2931
	Item 9A. Controls and Procedures	2931
	Item 9B. Other Information	3032
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3032
Part III
	Item 10. Directors, Executive Officers and Corporate Governance	3133
	Item 11. Executive Compensation	3537
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4447
	Item 13. Certain Relationships and Related Transactions and Director Independence	4749
	Item 14. Principal Accountant Fees and Services	4951
Part IV
	Item 15. Exhibits and Consolidated Financial Statement Schedules	5052
	Item 16. Form 10-K Summary	5255
	Signatures	5356

EXPLANATORY NOTE

All references in this Annual Report on Form 10-K (“Annual Report”) to “we,” “us,” “our” and the “Company” refer to Dominari Holdings Inc., a Delaware corporation, and its consolidated subsidiaries unless the context requires otherwise.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for the Company’s business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this in this Annual Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ are described in greater detail in Item 1A of Part I, “Risk Factors.”

iiiii

PART I

Item 1. BUSINESS

Dominari Holdings Inc. (“Dominari”) is a holding company that, through its various subsidiaries, is ~~currently~~ engaged in wealth management, investment banking, ~~securities~~ sales and trading, ~~and~~ asset management and insurance. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. ~~In addition to organic growth, the Company seeks opportunities outside of its current business to enhance stockholder value, including in the AI and Data Center sector.~~ Dominari and its subsidiaries are collectively referred to herein as “Company,” “we,” “our” or “us.”

Dominari Financial Inc. (“Dominari Financial”), a wholly owned subsidiary of Dominari ~~Holdings Inc.~~, executes the Company’s growth strategy in the financial services industry. In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers. Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually registered broker dealer and investment advisor from Fieldpoint Private Bank & Trust (“Fieldpoint”), was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”) and is a wholly owned subsidiary of Dominari Financial.

History

Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by ~~Aikido~~Dominari Labs, LLC (formerly AIkido Labs, LLC). In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker-dealer, ~~registered~~a ~~with~~member of the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities is also licensed to provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

On September 9, 2022, weDominari ~~entered~~Financial entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Fieldpoint”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), ~~and~~that ~~dually-registered~~is a broker-dealer, a member of FINRA and an investment advisor registered with the ~~Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“~~SEC”). Pursuant to the terms of the FPS Purchase Agreement, weDominari Financial purchased from Fieldpoint 100% of the membership interests in FPS (the “Membership Interests”). ~~and,~~The ~~as a result thereof, operate the newly acquired dual~~ registered broker-dealer and investment adviser businesses will be operated as a wholly owned subsidiary of Dominari Financial ~~Inc~~. The FPS Purchase Agreement provided for Dominari Financial’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022, (the “Initial Closing”), at which Dominari Financial paid to Fieldpoint $2~~,000,000~~.0 million in consideration for a transfer by Fieldpoint to Dominari ofFinancial 20% of the Membership Interests. Following ~~FINRA’s~~the Initial Closing, FPS filed a continuing membership application requesting approval for a change of ~~the~~ownership, ~~Continuing~~control ~~Membership~~or ~~Application pursuant~~business tooperations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). The Rule 1017 Application was approved by FINRA on March 20, 2023,. ~~the~~The second closing occurred on March 27, 2023, at ~~which time~~ Dominari ~~paid~~Financial paid Fieldpoint an additional $1.4 million in consideration for a transfer by Fieldpoint to Dominari Financial of the remaining 80% of the Membership Interests. ~~The~~As ~~newly~~a ~~acquired~~result ~~dually~~of ~~registered~~the ~~broker-dealer~~ownership ~~and~~change, ~~investment~~FPS ~~adviser~~ was renamed Dominari Securities ~~LLC~~ ~~(“Dominari Securities”) and is a wholly owned subsidiary of Dominari Financial~~LLC.

On October 13, 2023, the Company entered into two separate Limited Liability ~~Company~~ Agreements with Dominari Manager LLC (“Manager”) and Dominari ~~IMLLC~~IM LLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated ~~condensed~~ financial statements of Dominari. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”). The Company holds a ninety percent (90%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Dominari Securities

Dominari Securities offers, and plans to offer, a broad range of broker-dealer and registered investment adviser services. Those services are discussed below and include wealth management, investment banking, sales and trading, asset management and insurance products.

Wealth Management Services

Dominari Securities provides a comprehensive array of financial services to high-net-worth individuals and families, corporate executives, and public and private businesses. Clients are able to choose a variety of ways to establish a relationship and conduct business, including by establishing brokerage accounts with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing. Dominari Securities also provides the following private client services:

Full-Service Brokerage. Dominari Securities offers full-service brokerage services covering investment alternatives, including exchange-traded and over-the-counter corporate equity and debt securities, money market instruments, exchange-traded options, municipal bonds, mutual funds, exchange-traded funds, and unit investment trusts.

Wealth Planning. Dominari Securities offers financial and wealth planning services, which include asset management, individual and corporate retirement solutions, insurance and annuity products, IRAs and 401(k) plans, U.S. stock plan services to corporate executives and businesses, education savings programs, and trust and fiduciary services to individual and corporate clients through third-party trust companies.

Investment Banking

Dominari Securities’ investment banking division provides strategic advisory services and capital markets products to emerging growth and middle market businesses. The investment banking groups focus on the consumer and retail, energy, financial institutions, healthcare, rental services, technology, education, and transportation and logistics sectors. Investment banking services include:

Financial Advisory. Dominari Securities advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, spin-offs, joint ventures, restructurings and liability management.

Equities Capital Markets. Dominari Securities provides capital raising solutions for corporate, institutional, and qualifying retail clients through initial public offerings, follow-on offerings, confidentially marketed public offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and equity-linked offerings.

Debt Capital Markets. Dominari Securities plans to offer debt capital markets solutions for emerging growth and middle market companies. Dominari Securities will focus on structuring and distributing public and private debt through financing transactions, including leveraged buyouts, acquisitions, growth capital financings, recapitalizations and Chapter 11 exit financings. Dominari Securities expects to also participate in high yield debt and fixed and floating-rate senior and subordinated debt offerings in the future.

Fund Placement. Dominari Securities provides alternative investment firms with a broad and deep portfolio of value-added services. Services include bespoke strategic and tactical advisory as well as primary fundraises, co-investments and direct transactions.

Debt Advisory & Restructuring. Dominari Securities expects to offer creative solutions to leveraged corporate issuers and credit investors. We will evaluate a full range of strategic alternatives, identify the appropriate structure and source of funds to provide our clients the ability to pursue an optimal and value maximizing outcome.

Private Equity: Dominari Securities offers private equity investments through special purpose vehicles (“SPVs”) which allows investors to pool capital into specific investment projects while managing risk and liability. Dominari Securities structures and manages the SPVs, providing investors access to high-quality private equity opportunities in both early and late stage emerging technology, med-tech, defense, and artificial intelligence (“AI”) sectors, among others. This model offers transparency, tailored investment structures, and ongoing management, making it an attractive option for institutional investors, high-net-worth individuals, and accredited investors seeking alternative investments.

Sales and Trading

Dominari Securities provides a broad range of sales and trading services to our clients. Sales and trading services include:

Institutional Equity Sales and Trading. Dominari Securities acts as an agent in the execution of its customers’ orders through our strategic clearing partners.

Equity Derivatives and Index Options. Dominari Securities offers listed equity and index options strategies for investors seeking to manage risk and optimize returns within the equities market.

Institutional Fixed Income Sales and Trading. Dominari Securities offers trading in public and private debt (including sovereign debt) securities, including investment and non-investment grade, distressed and convertible corporate securities through our clearing partners.

Securities Lending. In connection with both its trading and brokerage activities, Dominari Securities, through its clearing relationships, borrows securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date and lend securities to other brokers and dealers for similar purposes. Dominari Securities expects to earn interest on its cash collateral provided and pay interest on the cash collateral received less a rebate earned for lending securities.

Asset Management

Dominari Securities offers discretionary and non-discretionary fee-based programs to provide tailored investment management solutions and services to high-net-worth private clients, institutions and corporations and/or plans sponsored by them. These include, but are not limited to, portfolio management, manager research and due diligence through third party partners, asset allocation advice and financial planning. Dominari Securities offers portfolio management strategies and third-party investment management capabilities through separately managed accounts, alternative investments and discretionary and non-discretionary portfolio management programs as well as managed portfolios of mutual funds. Platform support functions can include sales and marketing along with administrative services such as trade execution, client services, records management and client reporting and performance monitoring. Dominari Securities generates revenues through the receipt of investment advisory and transactional fees for advisory services and from fees earned through sharing arrangements with registered and private alternative investment vehicles. Dominari Securities also earns investment advisory fees on assets held in discretionary and non-discretionary asset-based programs. These fees are billed monthly in advance and are calculated based on all fee-based assets under management balances at the end of the prior month. Dominari Securities also earns income from revenue-sharing arrangements that are derived from management and incentive fees on alternative investments and calculates these on a pre-determined basis with registered and private investment companies. The Company’s asset management services include:

Separately Managed Accounts. Dominari Securities provides clients with fee-based programs: (i) a unified managed account which allows multiple investment managers, mutual funds and exchange-traded funds to be combined in a single custodial account; and (ii) an asset review dual contract program designed for clients seeking a direct contractual relationship with investment managers.

Discretionary Advisory Accounts. Dominari Securities offers client-focused discretionary fee-based investment programs managed by Dominari Securities advisors.

Non-Discretionary Advisory Accounts. Dominari Securities provides fee-based non-discretionary investment advisory services and consultation to clients.

Alternative Investments. Dominari Securities offers high net worth and institutional investors the opportunity to participate in a wide range of non-traditional investment strategies. Strategies include single manager hedge funds, fund of funds, diversified private equity funds and single investment late-stage private equity funds.

Private Market Platform. Through a collaborative effort among the Company’s business units, Dominari Securities’ private market platform focuses on sourcing private investments across various sectors. Transactions are expected to cover the full spectrum of private investments, including early stage, late stage, direct, co-investments, funds and secondary market transactions in debt, equity and hybrid securities.

Insurance

Dominari Securities maintains direct selling agreements with select insurance companies and field market offices, offering additional products and services to advisors with the required insurance licensing. These agreements provide access to a range of financial products, including life insurance, annuities, retirement solutions, and variable annuities. In addition, insurance companies offer client servicing, underwriting assistance, and technology platforms for policy management. These partnerships allow Dominari to deliver comprehensive financial solutions while receiving compensation and ongoing support from the insurance companies.

Dominari Financial Heritage Strategies. On May 21, 2024, Dominari Financial and Heritage Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari Financial Heritage Strategies LLC (“DFHS”). ~~DFHS~~The JV Agreement governs ~~offers~~the operation of DFHS, ~~sells~~including the distributions to the members of DFHS upon the offer, sale and ~~renews~~renewal of various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services ~~(the “Joint Venture”)~~. Pursuant to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS. The Co-Managing Members act by unanimous consent but acknowledge and agree that Dominari Financial is responsible for managing the day-to-day operations of DFHS while HS shall be responsible for handling administrative work as needed between DFHS and the various insurance companies. Both Co-Managing Members shall share sales responsibilities with respect to DFHS. Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.

DFHS offers business property and casualty insurance, family office services, group medical insurance, life insurance, personal property and casualty insurance, private placement life insurance, and qualified plans.

Recent Developments

~~February~~Dividend ~~2025 Registered Direct Offering and Private Placement~~Paid

On ~~February~~December 1011, 2025, ~~Dominari~~ ~~entered into securities purchase agreements with certain accredited investors for~~ the ~~sale by the~~ Company ofdeclared ~~1,439,467~~a ~~registered~~special ~~shares~~cash ofdividend ~~its~~on ~~common~~our ~~stock, unregistered Series A warrants to purchase up to 1,439,467 shares of~~ common stock and ~~unregistered~~pursuant ~~Series B warrants~~ to ~~purchase~~the upterms ~~to 1,439,467 shares~~ of common stock at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering. In a concurrent private placement, the Company entered into securities purchase agreements with certain ~~accredited investors for the sale of 2,436,587 unregistered shares of~~ common stock, ~~unregistered Series A warrants to~~ purchase ~~up to 2,436,587 shares of common stock and unregistered Series B~~ warrants toissued ~~purchase~~in upour torecently ~~2,436,587 shares of common stock at a combined purchase price of~~completed ~~$3.47~~financings ~~per share and accompanying warrants~~ (~~the~~on ~~“February~~an ~~2025~~as-exercised ~~Financings”~~basis). ~~The Series A warrants are exercisable immediately upon issuance at an exercise price~~ of $30.72432 per share, ~~and~~which ~~will~~was ~~expire~~paid ~~five~~on ~~years~~January ~~from~~26, ~~the~~2026, ~~date~~to ofshareholders ~~issuance.~~and ~~The~~certain ~~Series~~warrant ~~B warrants are~~holders ~~exercisable~~of ~~immediately~~record ~~upon~~as ~~issuance at an exercise price~~ of ~~$4.22 per share and will expire five years from~~ the ~~date~~close of ~~issuance.~~business ~~The gross~~on ~~proceeds~~January ~~to the Company from the February 2025 Financings were approximately $13.~~5 ~~million~~, ~~before deducting fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the warrants~~2026.

~~The~~Sale ~~securities in the concurrent private placement were offered under Section 4(a)(2)~~ of ~~the~~ABTC Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered shares, the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.Stock

On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million. The transaction closed on January 20, 2026, with the receipt of the totality of the $32.4 million.

~~Certain~~Restricted ~~officers,~~Stock ~~directors, employees and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.~~Awards

~~Advisory~~On ~~Agreements~~January 7, 2026, in connection with the transaction involving the Company’s investment in American Bitcoin, the Committee determined that it is in the best interests of the Company and its stockholders, to make a special equity grant to Messrs. Anthony Hayes and Kyle Wool, in accordance with the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and pursuant to stockholder approval to increase the number of shares of common stock reserved for issuance under the 2022 Plan. Pursuant to the Committee’s decision and upon stockholder approval, pursuant to which each received 3,000,000 shares of the Company’s common stock.

On ~~February~~March 104, ~~2025~~2026, ~~the~~ ~~Company~~upon ~~entered~~approval ~~into~~of ~~certain~~the ~~advisory~~Company’s stockholders ~~agreements~~to (amend the ~~“Advisory~~2022 ~~Agreements”)~~Plan ~~with~~to ~~five~~increase ~~newly~~the ~~appointed~~number ~~members~~ of ~~its advisory~~shares ~~board for initial appointments~~ of ~~two~~common ~~years.~~stock ~~The~~reserved ~~Company~~for ~~has~~issuance ~~issued~~under anthe ~~aggregate~~2022 ~~of 2~~Plan,~~550,000~~ ~~unregistered shares (~~the ~~“Advisory~~shares ~~Shares”)~~were tofully-vested ~~the~~and ~~newly~~nonforfeitable ~~appointed members~~ with ana ~~additional~~total ~~issuance~~fair ofvalue ~~an aggregate~~ of ~~850,000~~approximately ~~Advisory~~$18.4 ~~Shares to be issued upon certain Company milestones being met~~million.

~~The~~Special ~~Advisory~~Meeting ~~Shares were offered in a private placement under Section 4(a)(2)~~ of the Securities Act and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Advisory Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of Common Stock issued pursuant to the Advisory Agreements.Stockholders

~~Bitcoin~~On ~~ETF~~March ~~Investment~~4, 2026, at a special meeting of stockholders, ~~Strategy~~the Company’s stockholders approved amendments to (1) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan by 10,000,000 shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares of common stock and (2) Section 4(b) of the 2022 Plan to clarify the calculation of the annual increase in shares of common stock reserved for issuance under the 2022 Plan to provide that commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares reserved for issuance under the 2022 Plan shall automatically increase each January 1st, by a number of shares equal to the lesser of (i) 20% of the total number of shares of common stock issued and outstanding on the immediately preceding December 31st and (ii) such smaller number of shares of common stock as determined by the board of directors.

InAmendments ~~February 2025, the Company implemented a bitcoin investment strategy through investments in bitcoin Exchange-Traded Funds (“ETFs”) as a treasury reserve asset on an ongoing basis, subject~~ to ~~market~~Employment ~~conditions~~Agreements ~~and~~with ~~the Company’s anticipated cash needs.~~Officers

~~The~~On March 20, 2026, the Company ~~views~~entered ~~bitcoin ETFs~~into asamendments ato ~~reliable~~the ~~store~~employment agreements of ~~value,~~each ~~and~~of ~~believes~~Anthony ~~bitcoin~~Hayes (the ~~has~~Company’s ~~compelling~~Chief ~~characteristics~~Executive asOfficer), aand ~~scarce~~Kyle ~~and~~Wool ~~finite~~(the ~~asset~~Company’s ~~that~~President) ~~can~~(collectively, ~~serve~~the as“Employment Agreement aAmendments”). ~~reasonable~~Pursuant ~~inflation~~to ~~hedge~~each ~~and~~of ~~safe~~the ~~haven~~Employment ~~amid~~Agreement ~~global~~Amendments, ~~instability.~~the ~~While~~executives aagreed ~~highly~~to ~~volatile~~replace ~~asset,~~the ~~bitcoin’s~~annual ~~price~~bonus ~~has~~provisions with ~~also~~a ~~appreciated significantly~~performance-based ~~since~~quarterly ~~bitcoin’s~~bonus ~~inception.~~in ~~The~~consideration ~~Company~~for ~~believes~~the ~~that~~issuance aof ~~substantial~~3,000,000 ~~portion~~shares of ~~bitcoin’s~~common ~~appreciation~~stock isfrom ~~attributable to~~ the ~~view~~Company, ~~that~~as ~~bitcoin~~approved by isvote orof ~~will~~the ~~become~~shareholders aof ~~reliable~~the ~~store~~Company ofon ~~value~~March 4, 2026.

As of March 31, 2025, the Company (via Dominari Holdings Inc.) had approximately $2,000,000 in its bitcoin treasury through holdings of Blackrock’s iShares Bitcoin Trust ETF. The Company expects to continue to invest a portion of its excess cash and earnings in bitcoin in furtherance of its bitcoin treasury strategy.

Strategic Initiative with Hut 8 Corp.

On February 18, 2025, Dominari announced the creation of American Data Centers Inc. (“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across the United States to meet the accelerated demand for advanced computing.

On March 31, 2025, ADC completed a series of transactions providing for the launch of American Bitcoin Corp., a strategic initiative focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve development and monetization (the “Transactions”).

To effectuate the Transactions, ADC, Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued stock representing 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance. At the closing of the Transactions, ADC changed its name to American Bitcoin Corp. (“American Bitcoin”).

In connection with the Transactions, American Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel to provide day-to-day commercial and operational management services and ASIC colocation services to American Bitcoin, in each case on an exclusive basis for so long as such agreements remain in effect. Hut 8 and its personnel will also provide back-office support services to American Bitcoin pursuant to a shared services agreement with American Bitcoin.

As a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company holds a 3.17% minority interest in American Bitcoin.

Regulation

Regulation in the United States

The financial services industry in which we operate is subject to extensive regulation. In the U.S., the SEC is the federal agency responsible for the administration of federal securities laws. In addition, the Financial Industry Regulatory Authority, Inc. (“FINRA”) is a self-regulatory organization (“SRO”) that is actively involved in the regulation of securities businesses. In addition to federal regulation, we are subject to state securities regulations in each state and U.S. territory in which we conduct securities or investment advisory activities. The SEC, FINRA, and state securities regulators conduct periodic examinations of broker-dealers and investment advisors. The designated examining authority under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) for Dominari Securities’ activities as a broker-dealer is FINRA. Financial services businesses are also subject to regulation and examination by state securities regulators and attorneys general in those states in which they do business. In addition, broker-dealers and investment advisors must also comply with the rules and regulation of clearing houses, exchanges, and trading platforms of which they are a member.

Broker-dealers are subject to SEC, FINRA, and state securities regulations that cover all aspects of the securities business, including sales and trading methods, trade practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees (although state securities regulations are, in a number of cases, more limited). Registered investment advisors are subject to, among other requirements, SEC regulations concerning marketing, transactions with affiliates, custody of client assets, disclosures to clients, conflict of interest, insider trading and recordkeeping. Additional legislation, changes in rules promulgated by the SEC, FINRA, and other SROs of which the broker-dealer is a member, and state securities regulators, or changes in the interpretation or enforcement of existing laws or rules may directly affect the operations and profitability of broker-dealers and investment advisors. The SEC, FINRA, and state securities regulators and state attorneys general may conduct administrative proceedings or initiate civil litigation that can result in adverse consequences for Dominari Securities, its affiliates, including affiliated investment advisors, as well as its and their officers and employees (including, without limitation, injunctions, censures, fines, suspensions, directives that impact business operations (including proposed expansions), membership expulsions, or revocations of licenses and registrations).

DFHS is licensed to transact insurance business in New York. DFHS is subject to extensive regulation and supervision by insurance regulators in New York and its state of domicile, Delaware. The extent of regulation by jurisdiction varies, but most jurisdictions have laws and regulations governing the financial aspects and business conduct of insurers. State laws in the United States grant insurance regulatory authorities broad administrative powers with respect to, among other things, licensing companies to transact business, sales practices, establishing statutory capital and reserve requirements and solvency standards, reinsurance and hedging, protecting privacy, regulating advertising, restricting the payment of dividends and other transactions between affiliates, permitted types and concentrations of investments and business conduct to be maintained by insurance companies as well as agent and insurance producer licensing, and, to the extent applicable to the particular type of insurance, approval or filing of policy forms and rates. Insurance regulators have the discretionary authority to limit or prohibit new issuances of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is not maintaining adequate statutory surplus or capital.

Supervisory agencies in each of the jurisdictions in which DFHS does business may conduct regular or targeted examinations of its operations and accounts and make requests for particular information. From time to time, regulators raise issues during examinations or audits that could, if determined adversely, or if they result in an enforcement action, have a material adverse effect. In addition, new laws and regulations and changed interpretations of existing regulations and laws by regulators may adversely impact DFHS’s business and the impact could be more adverse in the case of statutes, regulations or guidance enacted or adopted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements.

SEC Regulation Best Interest (“Reg BI”) requires that a broker-dealer and its associated persons act in a retail customer’s best interest and not place their own financial or other interests ahead of a retail customer’s interests when recommending securities transactions or investment strategies, including recommendations of types of accounts. To meet this best interest standard, a broker-dealer must satisfy four component obligations including a disclosure obligation, a care obligation, a conflict of interest obligation, and a compliance obligation and both broker-dealers and investment advisors are required to provide disclosures about their standard of conduct and conflicts of interest.

The investment advisers responsible for the Company’s investment management businesses are all registered as investment advisers with the SEC or rely upon the registration of an affiliated adviser. Registered investment advisers are subject to the requirements of the Investment Advisers Act of 1940 and the regulations promulgated thereunder. Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, operational and marketing requirements, disclosure obligations, conflicts of interest, fees and prohibitions on fraudulent activities.

In addition, certain states, have proposed or adopted measures that would make broker-dealers, sales agents and investment advisors and their representatives subject to a fiduciary duty when providing products and services to customers. The SEC did not indicate an intent to pre-empt state regulation in this area, and some of the state proposals would allow for a private right of action. In the event our wealth management division makes recommendations to retail customers, it will be required to comply with the obligations imposed under Reg BI and applicable state laws.

Regulatory Capital Requirements

Dominari Securities is subject to financial capital requirements that are set by regulation. Dominari Securities is a registered broker-dealer and is required to maintain net capital in an amount equal to SEC minimum financial requirements. As a broker-dealer, Dominari Securities is subject to the SEC’s Uniform Net Capital Rule 15c3-1 (the “Net Capital Rule”). Compliance with the Net Capital Rule could limit Dominari Securities’ operations, such as underwriting and trading activities and financing customers’ prime brokerage or other margin activities, in each case, that could require the use of significant amounts of capital, limit its ability to engage in certain financing transactions, such as repurchase agreements, and may also restrict its ability (i) to make payments of dividends, withdrawals or similar distributions or payments to a stockholder/parent or other affiliate, (ii) to make a redemption or repurchase of shares of stock, or (iii) to make an unsecured loan or advance to such stockholders or affiliates.

Under the Exchange Act, state securities regulators are not permitted to impose capital, margin, custody, financial responsibility, making and keeping records, bonding, or financial or operational reporting requirements on registered broker-dealers that differ from, or are in addition to, the requirements in those areas established under the Exchange Act, including the rules and regulations promulgated thereunder.

Regulation outside the United States

In the event Dominari Securities provides financial services internationally, it will be subject to extensive regulations proposed, promulgated and enforced by, among other regulatory bodies, the European Commission and European Supervisory Authorities (including the European Banking Authority and European Securities and Market Authority), U.K. Financial Conduct Authority, German Federal Financial Supervisory Authority (“BaFin”), Investment Industry Regulatory Organization of Canada, Hong Kong Securities and Futures Commission, the Japan Financial Services Agency, the Monetary Authority of Singapore, and the Australian Securities and Investments Commission. Every country in which we may do business will impose upon us laws, rules and regulations similar to those in the U.S., including with respect to some form of capital adequacy rules, customer protection rules, data protection regulations, anti-money laundering and anti-bribery rules, compliance with other applicable trading and investment banking regulations and similar regulatory reform.

Competition

All aspects of our business are, and are expected to be, intensely competitive. We compete primarily with small to mid-size bank holding companies that engage in wealth management, investment banking and capital markets activities as one of their lines of business and that have greater capital and resources than we do. We also compete against other broker-dealers, asset managers and boutique firms. We believe the principal factors that will drive our competitiveness in the future will include our ability to: provide differentiated insights to our clients that lead to better business outcomes; attract, retain and develop skilled professionals; deliver a competitive breadth of high-quality service offerings; and maintain an entrepreneurial culture built on immediacy and client service.

Employees

As of December 31, ~~2024~~2025, we had ~~twenty-nine~~36 ~~(29)~~ full-time employees, none of which are represented by a labor union or covered by a collective bargaining agreement. The Company offers health insurance benefits to eligible employees. Additional benefits offered by the Company depend on the employee position and title, but may include a 401(k) retirement plan, short-term disability, Workers’ Compensation for qualifying illness or injury, sick leave and paid vacation. The Company also provides certain training for employees, such as New York State Harassment Prevention Training, Cyber Security Awareness Training and some continuing education training.

Corporate Information

We were incorporated in Delaware on May 1, 1992. Our principal ~~executive~~office ~~offices~~is ~~are~~ located at 725 5th Avenue, 22nd Floor, New York, New York 10022, and our telephone number is (212-) 393-4540. Our website address is https://www.~~dominari~~dominariholdings.com/. The information contained in, or accessible through, our website does not constitute part of this Annual Report. We have included our website address as an inactive textual reference only.

Item 1A. RISK FACTORS

The Company’s business and operations are subject to numerous risks. The material risks and uncertainties that management believes affect the Company are described below. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that are presently unknown, management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. If any of the following risks actually occur, the Company’s financial condition and results of operations may be materially and adversely affected. We may amend or supplement these risk factors from time to time in other reports we file with the SEC.

Business Risks

Our business is subject to significant credit risk in connection with the execution, settlement and financing of various customer and principal securities and derivative transactions.

In the normal course of our businesses, we are involved in the execution, settlement and financing of various customer and principal securities and derivative transactions. These activities are transacted on a cash, margin or delivery-versus-payment basis and are subject to the risk of counterparty or customer nonperformance. Even when transactions are collateralized by the underlying security or other securities, we still face the risks associated with changes in the market value of the collateral through settlement date or during the time when margin is extended and collateral has not been secured or the counterparty defaults before collateral or margin can be adjusted. We may also incur credit risk in our derivative transactions to the extent such transactions result in uncollateralized credit exposure to our counterparties.

We seek to control the risk associated with these transactions by establishing and monitoring credit limits and by monitoring collateral and transaction levels daily. We may require counterparties to deposit additional collateral or return collateral pledged. In certain circumstances, we may, under industry regulations, purchase the underlying securities in the market and seek reimbursement for any losses from the counterparty. However, there can be no assurances that our risk controls will effectively mitigate or eliminate these risks.

We are exposed to significant market risk and our principal transactions and investments expose us to risk of loss.

Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. Market risk is inherent in the financial instruments associated with our operations and activities, including trading account assets and liabilities, loans, securities, short-term borrowings, corporate debt and derivatives. Market conditions that change from time to time, thereby exposing us to market risk, include fluctuations in interest rates, equity prices, relative exchange rates, and price deterioration or changes in value due to changes in market perception or actual credit quality of an issuer.

In addition, disruptions in the liquidity or transparency of the financial markets may result in our inability to sell, syndicate or realize the value of security positions, thereby leading to increased concentrations. The inability to reduce our positions in specific securities may not only increase the market and credit risks associated with such positions, but also increase capital requirements, which could have an adverse effect on our business, results of operations, financial condition and liquidity.

From time to time, we may engage in a large block trade in a single security or maintain large position concentrations in a single security, securities of a single issuer, securities of issuers engaged in a specific industry or securities from issuers located in a particular country or region. In general, because our inventory is marked to market on a daily basis, any adverse price movement in these securities could result in a reduction of our revenues and profits. In addition, we may engage in hedging transactions that if not successful, could result in losses. Increased market volatility may also impact our revenues as transaction activity in our investment banking and capital markets sales and trading businesses can be negatively impacted in a volatile market environment.

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Management within Part II, Item 7. of this Annual Report on Form 10-K for additional discussion.

Financing and advisory services engagements are transactional in nature and do not generally provide for subsequent engagements.

Even though we work to represent our clients at every stage of their lifecycle, we are typically retained on a short-term, engagement-by-engagement basis in connection with specific advisory or capital markets transactions. As a consequence, the timing of when fees are earned varies, and, therefore, our financial results from advisory and capital markets activities may experience volatility quarter to quarter based on equity market conditions as well as the macroeconomic business cycle more broadly. In particular, our revenues related to advisory transactions tend to be more unpredictable from quarter to quarter due to the one-time nature of the transaction and the size of the fee. As a result, high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in any subsequent period. If we are unable to generate a substantial number of new engagements and generate fees from the successful completion of those transactions, our business and results of operations could be adversely affected.

Because we have a limited operating history to evaluate our company, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by an early-stage financial services company.

Since we have a limited operating history in our current financial services business, it will make it difficult for investors and securities analysts to evaluate our business and prospects. You must consider our prospects in light of the risks, expenses, and difficulties we face as an early-stage financial services company with a limited operating history. Investors should evaluate an investment in our securities in light of the uncertainties encountered by early-stage companies in an intensely competitive industry. There can be no assurance that our efforts will be successful or that we will be able to become profitable.

Accordingly, you should consider the Company’s prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in their start-up stages, particularly those in the financial services industry. Stockholders should carefully consider the risks and uncertainties that a business with no operating history will face. In particular, stockholders should consider that there is a significant risk that we will not be able to:

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implement or execute our current business plan, or that our current business plan is sound;

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raise sufficient funds in the capital markets or otherwise to fully effectuate our business plan;

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maintain our management team; and/or

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attract clients.

Any of the foregoing risks may adversely affect the Company and result in the failure of our business. In addition, we expect to encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors.

We ~~continue~~have toincurred ~~incur~~ operating losses ~~and~~in the past and may not consistently achieve profitability in the future.

Our net loss attributable to common stockholders for the year ended December 31, ~~2024~~2025 was $1422.74 million. Our accumulated deficit was $~~223~~268.41 million as of December 31, ~~2024~~2025. Our ability to ~~become~~operate ~~profitable~~profitably depends upon our ability to generate revenue from our financial products and services. We do not know ~~when, or~~ if, we will continue to generate significant revenue from such financial services and products. Even though our revenue may continue to increase, we expect to incur ~~significant~~ additional losses while we grow and expand our business. ~~We cannot predict if and when we will achieve profitability.~~ Our failure to ~~achieve and~~ sustain consistent profitability could negatively impact the market price of our common stock.

If we cannot meet our future capital requirements, we may be unable to develop and enhance our services, take advantage of business opportunities and respond to competitive pressures.

We may need to raise additional funds in the future to grow our business internally, invest in new businesses, expand through acquisitions, enhance our current services or respond to changes in our target markets. If we raise additional capital through the sale of equity or equity derivative securities, the issuance of these securities could result in dilution to our existing stockholders. If additional funds are raised through the issuance of debt securities, the terms of that debt could impose additional restrictions on our operations or harm our financial condition. Additional financing may be unavailable on acceptable terms.

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our business may be harmed and our stock price may be adversely impacted.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and to effectively prevent fraud. Any inability to provide reliable financial reports or to prevent fraud could harm our business. The Sarbanes-Oxley Act of 2002 requires management to evaluate and assess the effectiveness of our internal control over financial reporting. In order to continue to comply with the requirements of the Sarbanes-Oxley Act, we are required to continuously evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls over financial reporting, we could be subject to litigation or regulatory scrutiny and investors could lose confidence in the accuracy and completeness of our financial reports. We cannot assure you that in the future we will be able to fully comply with the requirements of the Sarbanes-Oxley Act or that management will conclude that our internal control over financial reporting is effective. If we fail to fully comply with the requirements of the Sarbanes-Oxley Act, our business may be harmed and our stock price may decline.

Our assessment, testing and evaluation of the design and operating effectiveness of our internal control over financial reporting resulted in our conclusion that, as of December 31, ~~2024~~2025, our internal control over financial reporting was not effective, as described further in Item 9A of this Form 10-K for the fiscal year ended December 31, ~~2024~~2025. We can provide no assurance as to conclusions of management with respect to the effectiveness of our internal control over financial reporting in the future.

Developments in market and economic conditions may adversely affect the Company’s business and profitability.

Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on the Company’s results of operations and financial condition. These conditions are a product of many factors, which are mostly unpredictable and beyond the Company’s control, and may affect the decisions made by financial market participants.

Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, and fiscal and monetary policy can affect market conditions. For example, the Federal Reserve’s policies determine, in large part, the cost of funds for lending and investing and the return earned on those loans and investments. Changes in the Federal Reserve’s policies are beyond our control and, consequently, the impact of these changes on our activities and results of our operations are difficult to predict. While global financial markets have shown signs of improvement in recent years, uncertainty remains. A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impair our revenues and profitability.

U.S. markets may also be impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia, Venezuela and Asia. Continued uncertainties loom over the outcome of the EU’s financial support programs. It is possible that other EU member states may choose to follow Britain’s lead and leave the EU. Any negative impact on economic conditions and global markets from these developments could adversely affect our business, financial condition and liquidity.

The U.S. has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets.

Uncertain or unfavorable market or economic conditions could result in reduced transaction volumes, reduced revenue and reduced profitability in any or all of the Company’s principal businesses. For example:

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A portion of the Company’s revenues will be derived from fees generated from its asset management business segment. Asset management fees often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management. Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values. Poor investment performance by the Company’s portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new investors, and, thus further impact the Company’s business and financial condition. If the Company experiences losses of managed accounts, fee revenue will decline. In addition, in periods of declining market values, the values of assets under management may ultimately decline, which would negatively impact fee revenues.

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In the past decade, passively managed index funds have seen greater investor interest, and this trend has become more prevalent in recent years. A continued lessening of investor interest in active investing and continued increase in passive investing may lead to a continued decline in the revenue the Company generates from commissions on the execution of trading transactions and, in respect of its market-making activities, a reduction in the value of its trading positions and commissions and spreads.

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The Company expects its investment banking revenue, in the form of underwriting, placement and financial advisory fees, to be directly related to the volume and value of transactions as well as the Company’s role in these transactions and will typically only be earned upon the successful completion of a transaction. In an environment of uncertain or unfavorable market or economic conditions, the volume and size of capital-raising transactions and acquisitions and dispositions typically decreases, thereby reducing the demand for the Company’s investment banking services and increasing price competition among financial services companies seeking such engagements. Accordingly, the Company’s business will be highly dependent on market conditions, the decisions and actions of its clients, and interested third parties. The number of engagements the Company has at any given time will be subject to change and may not necessarily result in future revenues.

The Company may make strategic acquisitions of businesses, engage in joint ventures or divest or exit existing businesses, which could result in unforeseen expenses or disruptive effects on its business.

From time to time, the Company may consider acquisitions of other businesses or joint ventures with other businesses. Any acquisition or joint venture that the Company determines to pursue will be accompanied by a number of risks. After the announcement or completion of an acquisition or joint venture, the Company’s stock price could decline if investors view the transaction as too costly or unlikely to improve the Company’s competitive position.

Costs or difficulties relating to such a transaction, including integration of products, employees, offices, technology systems, accounting systems and management controls, may be difficult to predict accurately and be greater than expected causing the Company’s estimates to differ from actual results. The Company may be unable to retain key personnel after the transaction, and the transaction may impair relationships with customers and business partners. In addition, the Company may be unable to achieve anticipated benefits and synergies from the transaction as fully as expected or within the expected time frame. Divestitures or elimination of existing businesses or products could have similar effects, including the loss of earnings of the divested business or operation. These difficulties could disrupt the Company’s ongoing business, increase its expenses, and adversely affect its operating results and financial condition. As the costs of doing business increase, the Company may not be able to continue to grow its revenues through “organic” growth (the growth attendant to hiring one employee at a time or through expanding into a new business line through a limited investment in technology and employment). In lieu of organic growth, it becomes increasingly necessary to grow through the acquisition of a business or businesses that fulfill the Company’s strategic decisions for growth. However, due to competition or the cost of such acquisitions, such expansion may not be available on a profitable basis and may threaten the Company’s ongoing ability to expand its business.

Our valuation methodologies for certain assets can be subjective, and the fair value of assets established pursuant to such subjective methodologies is uncertain and may never be realized.

There are no readily ascertainable market prices for a substantial majority of illiquid investments held by us and our investment vehicles. When determining fair values of investments, we use the last reported market price as of the applicable statement of financial condition date for investments that have readily observable market prices. When an investment does not have a readily available market price, the fair value of the investment represents the value, as determined by us in good faith, at which the investment could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. There is no single standard for determining fair value in good faith, and in many cases fair value is best expressed as a range of fair values from which a single estimate may be derived. For our illiquid investments, we use a variety of valuation methodologies, including a market multiples approach and discounted cash flow analysis, and we engage third parties to assist us with certain aspects of our valuations. These methodologies typically require estimates of key inputs and significant assumptions and judgments. For information about our valuation methodologies and processes, please see “Note 3—Summary of Significant Accounting Policies—Fair Value Measurements.”

Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate over short periods of time and are typically based on estimates and significant assumptions and judgments, determinations of fair value may differ materially from the values that would have resulted if a readily observable market price had existed. Even if market quotations are available for our investments, such quotations may not reflect the value that we would actually be able to realize because of various factors, including possible illiquidity associated with a large ownership position, subsequent illiquidity in the market for a company’s securities, future market price volatility or the potential for a future loss in market value based on poor industry conditions or the market’s view of overall company and management performance. Our financial results could be adversely affected if the values of investments that we record is materially higher than the values that are ultimately realized upon the disposal of the investments, and changes in values attributed to investments from quarter to quarter may result in volatility in our assets under management, which could materially affect our financial results that we report from period to period. There can be no assurance that the investment values that we record from time to time will ultimately be realized, including the investment values that are presented in this report.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of investments reflected in an investment vehicle’s net asset value (“NAV”) do not necessarily reflect the prices that would actually be obtained by us on behalf of the investment vehicle when such investments are realized. For example, there may be known or unknown liabilities such as tax exposures with respect to investments, especially those outside the United States, which may not be fully reflected in valuations. Realizations at values significantly lower than the values at which investments have been reflected in a prior investment vehicle’s NAVs would result in losses for the applicable investment vehicle and the loss of any accrued carried interest and other fees. Also, if realizations of our investments produce values materially different than the carrying values reflected in a prior investment vehicle’s NAVs, investors in such vehicles may lose confidence in us, which could in turn result in difficulty in raising capital for future funds or other investment vehicles. In addition, because we value our entire portfolio using the methodologies described in this report only on a periodic basis, subsequent events that may have a material impact on those valuations may not be reflected until the next periodic valuation date.

In addition, the range of potential valuation methodologies and the potential exercise of our subjective judgment in determining valuation might cause some of our investors or regulators to question our valuations or methodologies. There can be no assurance that our policies will address all necessary valuation factors or completely eliminate potential conflicts of interest in such determinations or that we will be able to achieve some valuations. The SEC continues to focus on issues related to valuation of private investment vehicles, including consistent application of the methodology, disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities. Changes in these factors can have a significant effect on the results of the valuation methodologies used to value our portfolio, and our reported fair values for these assets could vary materially if these factors from prior quarters were to change significantly.

We may not be able to compete successfully with other companies in the financial services industry that have significantly greater resources than we do.

The financial services industry remains highly competitive, and our revenues and profitability may suffer if we are unable to compete effectively. We generally compete on the basis of such factors as quality of advice and service, reputation, price, product selection, transaction execution and financial resources. Pricing and other competitive pressures in investment banking, including the use of multiple book runners, co-managers, and multiple financial advisors handling transactions, have affected and could continue to adversely affect our revenues. We remain at a competitive disadvantage given our relatively small size compared to some of our competitors. Large financial services firms generally have a larger capital base, greater access to capital, and greater technology resources, affording them greater capacity for risk and potential for innovation, an extended geographic reach and flexibility to offer a broader set of products. For example, some of these firms are able to use their larger capital base to offer additional products or services to their investment banking clients, which can be a competitive advantage. With respect to our fixed income institutional brokerage and public finance investment banking businesses, it is more difficult for us to diversify and differentiate our product set, and our fixed income business mix currently is concentrated in investment grade fixed income products, potentially with less opportunity for growth than other firms which have grown their fixed income businesses by investing in, developing and offering non-traditional products (e.g., credit default swaps, interest rate products and currencies and commodities).

Damage to our reputation could harm our business.

Maintaining our reputation is critical to attracting and maintaining clients, customers, investors, and employees. If we fail to deal with, or appear to fail to deal with, issues that may give rise to reputational risk, such failure or appearance of failure could have a material adverse effect on our business and stock price. These issues include appropriately dealing with potential conflicts of interest, legal and regulatory requirements, perceptions of our environmental, social and governance practices or business selection, ethical issues, money laundering, cybersecurity, and the proper identification of the strategic, market, human capital, liquidity, credit, operational, legal and regulatory risks inherent in our business and products.

Future acquisitions and dispositions of our businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of our securities.

Any future acquisitions or dispositions may result in significant changes in the composition of our assets and liabilities, as well as our business mix and prospects. Consequently, our financial condition, results of operations and the trading price of our securities may be affected by factors different from those affecting our financial condition, results of operations and trading price at the present time.

The number of anticipated investment banking transactions may differ from actual results.

The completion of anticipated investment banking transactions in our pipeline is uncertain and partially beyond our control, and our investment banking revenue is typically earned only upon the successful completion of a transaction. In most cases, we receive little or no payment for investment banking engagements that do not result in the successful completion of a transaction. For example, a client’s acquisition transaction may be delayed or terminated because of a failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or director or shareholder approvals, failure to secure necessary financing, adverse market conditions or unexpected financial or other issues in the client’s or counterparty’s business. More importantly, anticipated advisory or capital markets transactions may be delayed or terminated as a result of a decline in or uncertainty surrounding market or economic conditions. If parties fail to complete a transaction on which we are advising or an offering in which we are participating, we could earn little or no revenue from the transaction and may have incurred significant expenses (e.g., travel and legal expenses) associated with the transaction. Accordingly, our business is highly dependent on market and economic conditions as well as the decisions and actions of our clients and interested third parties, and the number of engagements we have at any given time (and any characterization or description of our deal pipelines) is subject to change and may not necessarily result in future revenues.

Artificial intelligence could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict.

The use of artificial intelligence by us and others, and the overall adoption of artificial intelligence throughout society, may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to our businesses. There is substantial uncertainty about the extent to which artificial intelligence will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate, or remediate all of the potential risks, challenges, or impacts of such changes. These changes could potentially disrupt, among other things, our business models, investment strategies, operational processes, and our ability to identify and hire employees. Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on artificial intelligence, to address investor demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage.

We may use artificial intelligence and other quantitative analysis tools and models, developed by us or third-party service providers, to inform certain of our decisions. Such technology, analysis and models are highly complex and subject to limitations and risks that have the potential to adversely impact us to the extent that we rely on artificial intelligence. If the data we, or third parties whose services we rely on, use in connection with the development or deployment of artificial intelligence is incomplete, inadequate or biased in some way, the performance of our products, services, and businesses could suffer. In addition, we analyze data through different means, including manual reviews, automated rules as well as the use of artificial intelligence and machine-learning technologies to better manage our business. Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. Data in technology that uses artificial intelligence may contain a degree of inaccuracy and error, which could result in flawed algorithms in various models used in our businesses. Our personnel or the personnel of our service providers could, without being known to us, improperly utilize artificial intelligence and machine-learning technology while carrying out their responsibilities. This could reduce the effectiveness of artificial intelligence technologies and adversely impact us and our operations to the extent that we rely on the work product of such artificial intelligence in such operations.

There is also a risk that artificial intelligence may be misused or misappropriated by our employees or third parties engaged by us. For example, a user may input confidential information, including material non-public information or personally identifiable information, into artificial intelligence applications, resulting in such information becoming a part of a dataset that is accessible by third-party technology applications and users, including our competitors. If we or third-party developers whose artificial intelligence we utilize do not have sufficient rights to use the data or other material relied upon by such developers, we also may incur liability through the alleged violation of applicable laws and regulations, third-party intellectual property, data privacy, or other rights, or contractual obligations. Further, we may not be able to control how third-party artificial intelligence that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data, unavoidable deficiencies in the practices associated with data collection, training AI technology on large data sets, and big data analytics and difficulties validating data, could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions or create competitive risk.

Regulators are also increasing scrutiny and considering, and in some cases enacting, regulation of the use of artificial intelligence technologies, including regarding the use of “big data,” diligence of data sets and oversight of data vendors. The use of artificial intelligence by us or others may require compliance with legal or regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of artificial intelligence. In April 2023, the U.S. Federal Trade Commission (“FTC”), DOJ, CFPB, and EEOC released a joint statement on artificial intelligence, demonstrating their interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. Such enforcement has included “sweeps” by the FTC focused on unfair or deceptive practices by companies purporting to use artificial intelligence in their operations or selling artificial intelligence products that may be used to mislead or deceive consumers. The NAIC has established a dedicated working group and adopted bulletins and reports on the use of artificial intelligence by insurers. Existing laws and regulations may be interpreted in new ways, which would affect the way in which we or our portfolio companies use artificial intelligence and machine-learning technology. In January 2025, the U.S. Department of Commerce’s Bureau of Industry and Security issued a rule requiring licenses to export certain closed-weight AI models and advanced computing integrated circuits beginning on May 15, 2025. In addition to the U.S. regulatory framework, in August 2024, the EU finalized a new regulation on artificial intelligence (the “EU AI Act”), parts of which are currently in effect and others of which are slated to take effect from late 2026. The EU AI Act is a legal framework, which governs the development and deployment of artificial intelligence placed on the EU market, used in the EU, or where the output is used or intended to be used within the EU. The framework bans certain uses of artificial intelligence outright based on its risk and impose material obligations on both the providers and deployers of certain other artificial intelligence activities. The fine threshold for non-compliance is expected to be 35 million euros or 7% of total annual worldwide turnover, whichever is higher, and regulators are expected to have powers to remove non-compliant products from the EU market. Other jurisdictions, such as Canada with its Artificial Intelligence and Data Act and Brazil with its AI Legal Framework, have either implemented or are also considering similar legal frameworks.

Once effective, regulations relating to artificial intelligence may expand our compliance obligations and impact our business or the business of our portfolio companies. In July 2023, the SEC proposed new predictive data analytics rules, which would require registered investment advisers (and broker-dealers) to eliminate or neutralize (rather than just disclosing and mitigating) certain conflicts of interest posed by covered technologies including artificial intelligence and machine-learning, with respect to their interactions with clients and investors in pooled investment vehicles. In order to limit their potential liability under this rule, our investment adviser entities could choose to change or discontinue some of their activities related to such technologies. We cannot predict what, if any, actions may be taken, but such developments could have a materially adverse impact to us.

Our ability to use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny and legal developments. See also “—Risks Related to Our Business— Cybersecurity and security breaches of our technology systems, or those of our clients or other third-party vendors we rely on, could subject us to significant liability and harm our reputation.”

We may expand into new investment strategies, geographic markets and businesses and new types of investors or seek to expand our business or change our strategic focus with new strategic initiatives, which may result in additional risks and uncertainties in our businesses.

Our organizational documents do not limit our ability to enter into new lines of business, and we may expand into new investment strategies, geographic markets, businesses, types of investors and investment products. We intend to seek to grow our businesses by increasing assets under management in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed vehicles, separately managed accounts and structured products), expanding into new geographic markets and businesses and seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to additional risk. See also “—Risks Related to Our Business—Certain types of investment vehicles, especially those offered to individual investors, may subject us to a variety of risks, including new and greater levels of public and regulatory scrutiny, regulation, risk of litigation and reputational risk, which could materially and adversely affect us.” We have also launched a number of new investment initiatives in various asset classes or geographies, and increasingly manage investment vehicles owned by individual investors, which subject us to additional risk. Introducing new types of investment structures and products could increase the complexities involved in managing such investments, including ensuring compliance with applicable regulatory requirements and terms of the investment vehicles.

Our organic growth strategy focuses on providing resources to foster business expansion, such that we achieve a level of scale and profitability. Given our diverse platform, these initiatives could create conflicts of interests with existing products, increase our costs and expose us to new market risks, and legal and regulatory requirements. The success of our organic growth strategy will also depend on, among other things, our ability to correctly identify and create products that appeal to the limited partners of our funds and vehicles. While we have made significant expenditures to develop these new strategies and products, there is no assurance that they will achieve a satisfactory level of scale and profitability.

We have and may continue to pursue growth through acquisitions of, or investments in, new businesses, other investment management companies, acquisitions of critical business partners, strategic partnerships, other alternative or traditional investment managers, or other strategic initiatives which also may include entering into new lines of business. In addition, we expect opportunities will arise to acquire other alternative or traditional investment managers.

To the extent we have made, or make, strategic investments or acquisitions undertake other strategic initiatives, expand into new investment strategies or geographic markets, or enter into a new line of business, we will face numerous risks and uncertainties, including risks associated with:

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the required investment of capital and other resources;

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delays or failure to complete an acquisition or other transaction in a timely manner or at all, which may subject us to damages or require us to pay significant costs;

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lawsuits challenging an acquisition or unfavorable judgments in such lawsuits, which may prevent the closing of the transaction, cause delays, or require us to incur substantial costs including in costs associated with the indemnification of directors;

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the failure to realize the anticipated benefits from an acquired business or strategic partnership in a timely manner, if at all;

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combining, integrating or developing operational and management systems and controls, including an acquired business’ internal controls and procedures;

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integration of the businesses, including the employees of an acquired business;

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disagreements with joint venture partners or other stakeholders in our hedge fund partnerships and our strategic partnerships;

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the additional business risks of the acquired business and the broadening of our geographic footprint;

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properly managing conflicts of interests;

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our ability to obtain requisite regulatory approvals and licenses without undue cost or delay and without being required to comply with material restrictions or material conditions that would be detrimental to us or to the combined organization;

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our ability to comply with new regulatory regimes; and

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becoming subject to new laws and regulations with which we are not familiar, or from which we are currently exempt, that may lead to increased litigation and regulatory risk and costs.

The ability to attract, develop and retain highly skilled and productive employees, particularly qualified financial advisors is critical to the success of the Company’s business.

The Company faces intense competition for qualified employees from other businesses in the financial services industry, and the performance of its business may suffer to the extent it is unable to attract and retain employees effectively, particularly given the relatively small size of the Company and its employee base compared to some of its competitors. The primary sources of revenue in each of the Company’s business lines are commissions and fees earned on advisory and underwriting transactions and customer accounts managed by its employees, who are regularly recruited by other firms and in certain cases are able to take their client relationships with them when they change firms. Experienced employees are regularly offered financial inducements by larger competitors to change employers, and thus competitors can de-stabilize the Company’s relationship with valued employees. Some specialized areas of the Company’s business are operated by a relatively small number of employees, the loss of any of whom could jeopardize the continuation of that business following the employee’s departure.

Turnover in the financial services industry is high. The cost of retaining skilled professionals in the financial services industry has escalated considerably. Financial industry employers are increasingly offering guaranteed contracts, upfront payments, and increased compensation. These can be important factors in a current employee’s decision to leave us as well as in a prospective employee’s decision to join us. As competition for skilled professionals in the industry remains intense, we may have to devote significant resources to attracting and retaining qualified personnel. To the extent we have compensation targets, we may not be able to retain our employees, which could result in increased recruiting expenses or result in our recruiting additional employees at compensation levels that are not within our target range. In particular, our financial results may be adversely affected by the costs we incur in connection with any upfront loans or other incentives we may offer to newly recruited financial advisors and other key personnel. If we were to lose the services of any of our investment bankers, sales and trading professionals, asset managers, or executive officers to a competitor or otherwise, we may not be able to retain valuable relationships and some of our clients could choose to use the services of a competitor instead of our services. If we are unable to retain our senior professionals or recruit additional professionals, our reputation, business, results of operations and financial condition could be adversely affected. Further, new business initiatives and efforts to expand existing businesses generally require that we incur compensation and benefits expense before generating additional revenues.

Moreover, companies in our industry whose employees accept positions with competitors frequently claim that those competitors have engaged in unfair hiring practices. We may be subject to claims in the future as we seek to hire qualified personnel, some of whom may work for our competitors. Some of these claims may result in material litigation.

We could incur substantial costs in defending against these claims, regardless of their merits. Such claims could also discourage potential employees who work for our competitors from joining us. Recent actions by some larger competitors to reject the “Recruiting Protocol”, an industry adopted set of practices permitting financial advisors to port their client relationships to a new firm under strict rules, is likely to increase the likelihood of litigation among competitors surrounding the employment of new advisors and their solicitation of their clients and may act as a new barrier to recruitment of financial advisors.

If we fail to manage our anticipated growth effectively, our business, financial condition and operating results could be harmed.

To manage our growth effectively, we must continue to implement our operational plans and strategies, improve, and expand our infrastructure of people and information systems and expand, train and manage our employee base. To support continued growth, we must effectively integrate, develop and motivate new employees. We face significant competition for personnel. Failure to manage our hiring needs effectively or successfully integrate our new hires may have a material adverse effect on our business, financial condition and operating results. Additionally, the growth of our business places significant demands on our operations, as well as our management and other employees. The growth of our business may require significant additional resources to meet these daily requirements, which may not scale in a cost-effective manner or may negatively affect the quality of our services and client experience. We are also required to manage relationships with a growing number of partners, institutions, clients and other third parties. Our information technology systems and our internal controls and procedures may not be adequate to support future growth of our operations and employee base. If we are unable to manage the growth of our operations effectively, our business, financial condition and operating results may be materially adversely affected.

The Company depends on its senior employees and the loss of their services could harm its business.

The Company’s success is dependent in large part upon the services of its senior executives and employees. Any loss of services of the chief executive officer and other senior executive officers may adversely affect the business and operations of the Company. If the Company’s senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected.

The precautions the Company takes to prevent and detect employee misconduct may not be effective and the Company could be exposed to unknown and unmanaged risks or losses.

The Company runs the risk that employee misconduct could occur. Misconduct by employees could include, employees binding the Company to transactions that exceed authorized limits or present unacceptable risks to the Company (rogue trading); employee theft and improper use of Company or client property; employees conspiring with other employees or third parties to defraud the Company; employees hiding unauthorized or unsuccessful activities from the Company, including outside business activities that are undisclosed and may result in liability to the Company; employees steering or soliciting their clients into investments which have not been sponsored by the Company and without the proper diligence; the improper use of confidential information; employee conduct outside of acceptable norms including harassment; or employees engaging in “hacking” or breaching our cybersecurity safeguards.

These types of misconduct could result in unknown and unmanaged risks or losses to the Company including regulatory sanctions and serious harm to its reputation. The precautions the Company takes to prevent and detect these activities may not be effective. If employee misconduct does occur, the Company’s business operations could be materially adversely affected.

There have been a number of highly-publicized cases involving fraud or other misconduct by employees in the financial services industry and there is a risk that our employees could engage in misconduct in the future that adversely affects our business. We are subject to a number of obligations and standards arising from our asset management business and our authority over the assets managed by our asset management business. In addition, our financial advisors may act in a fiduciary capacity, providing financial planning, investment advice and discretionary asset management. The violation of these obligations and standards by any of our employees could adversely affect our clients and us. It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in all cases. If our employees engage in misconduct, our business could be materially adversely affected, including our cash position.

Employee misconduct, including harassment in the workplace, has come under increasing scrutiny in the national media. While the Company has adopted a Code of Conduct and instituted training for its employees, it is difficult to predict when an employee may deviate from acceptable practices and open the Company to liability either from actions taken by other employees or by authorities. The Company could also become liable for its actions in enforcing its rules of conduct on former employees who disagree with the Company’s actions.

Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.

Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. It is possible that potential or perceived conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. In addition, regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, a reluctance of counterparties to do business with us and the costs of defending litigation.

Our results of operations may be materially affected by market fluctuations and by global and economic conditions and other factors, including changes in asset values.

Our results of operations may be materially affected by market fluctuations due to global financial markets, economic conditions, changes to global trade policies and tariffs and other factors, including the level and volatility of equity, fixed income and commodity prices, the level and term structure of interest rates, inflation and currency values, and the level of other market indices. The results of our Capital Markets business segment, particularly results relating to our involvement in primary and secondary markets for all types of financial products, are subject to substantial market fluctuations due to a variety of factors that we cannot control or predict with great certainty. These fluctuations impact results by causing variations in business flows and activity and in the fair value of securities and other financial products. Fluctuations also occur due to the level of global market activity, which, among other things, affects the size, number and timing of investment banking client assignments and transactions and the realization of returns from our principal investments.

During periods of unfavorable market or economic conditions, the level of individual investor participation in the global markets, as well as the level of client assets, may also decrease, which would negatively impact the results of our Private Client and Asset Management business segments. Substantial market fluctuations could also cause variations in the value of our investments in our funds, the flow of investment capital into or from Assets Under Management, and the way customers allocate capital among money market, equity, fixed income or other investment alternatives, which could negatively impact our Private Client and Asset Management business segments.

The Company may incur losses and be subject to reputational harm to the extent that, for any reason, it is unable to sell securities it purchased as an underwriter at anticipated price levels. As an underwriter, the Company is subject to heightened standards regarding liability for material misstatements or omissions in prospectuses and other offering documents relating to offerings it underwrites. Any such misstatement or omission could subject the Company to enforcement action by the SEC and claims of investors, either of which could have a material adverse impact on the Company’s results of operations, financial condition and reputation. As a market maker and dealer, the Company may own large positions in specific securities, and these undiversified holdings concentrate the risk of market fluctuations and may result in greater losses than would be the case if the Company’s holdings were more diversified.

The value of our financial instruments may be materially affected by market fluctuations. Market volatility, illiquid market conditions and disruptions in the credit markets may make it extremely difficult to value and monetize certain of our financial instruments, particularly during periods of market displacement. Subsequent valuations in future periods, in light of factors then prevailing, may result in significant changes in the values of these instruments and may adversely impact historical or prospective fees and performance-based fees (also known as incentive fees, which include carried interest) in respect of certain businesses. In addition, at the time of any sales and settlements of these financial instruments, the price we ultimately realize will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair value. Any of these factors could cause a decline in the value of our financial instruments, which may have an adverse effect on our results of operations in future periods. In addition, financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity. Under these extreme conditions, hedging and other risk management strategies may not be as effective at mitigating trading losses as they would be under more normal market conditions. Moreover, under these conditions, market participants are particularly exposed to trading strategies employed by many market participants simultaneously and on a large scale. Our risk management and monitoring processes seek to quantify and mitigate risk to more extreme market moves. However, severe market events have historically been difficult to predict and we could realize significant losses if extreme market events were to occur.

Holding large and concentrated positions may expose us to losses. Concentration of risk may reduce revenues or result in losses in our ~~market-making,~~ investing, and underwriting, including block trading, ~~and lending businesses~~ in the event of unfavorable market movements, or when market conditions are more favorable for our competitors. Changes in interest rates (especially if such changes are rapid), sustained low or high interest rates or uncertainty regarding the future direction of interest rates, may create a less favorable environment for certain of the Company’s businesses, particularly its fixed income business, resulting in reduced business volume and reduced revenue. If interest rates remain at low levels, the Company’s profitability will be negatively impacted.

The Company is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations.

The Company is exposed to credit risk related to third parties such as trading counterparties, customers, clearing agents, exchanges, clearing houses, and other financial intermediaries as well as issuers whose securities we hold. These parties may default on their obligations owed to the Company due to bankruptcy, lack of liquidity, operational failure or other reasons. This default risk may arise, for example, from holding securities of third parties, executing securities trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries, and extending credit to clients through bridge or margin loans or other arrangements. Significant failures by third parties to perform their obligations owed to the Company could adversely affect the Company’s revenue and its ability to borrow in the credit markets.

As a holding company, we are dependent on liquidity from payments from our subsidiaries, many of which are subject to restrictions.

As a holding company, we depend on dividends, distributions and other payments from our subsidiaries to fund payments on our obligations. ~~Several~~Some of our subsidiaries, particularly our broker-dealer subsidiary, are subject to regulations that limit or restrict dividend payments or reduce the availability of the flow of funds from those subsidiaries to us. In addition, our broker-dealer ~~subsidiaries~~ subsidiary ~~are~~is subject to restrictions on their ability to lend or transact with affiliates and are required to maintain minimum regulatory capital requirements. These regulations may hinder our ability to access funds that we may need to make payments to fulfill obligations.

Liquidity is essential to our businesses and we rely on external sources to finance a significant portion of our operations.

Our liquidity could be negatively affected by our inability to raise funding in the long-term or short-term debt capital markets, our inability to access the secured lending markets, or unanticipated outflows of cash or collateral by customers or clients. Factors that we cannot control, such as disruption of the financial markets or negative views about the financial services industry generally, including concerns regarding fiscal matters in the U.S. and other geographic areas, could impair our ability to raise funding. In addition, our ability to raise funding could be impaired if investors or lenders develop a negative perception of our long-term or short-term financial prospects due to factors such as an incurrence of large trading losses, a downgrade by the rating agencies, a decline in the level of our business activity, if regulatory authorities take significant action against us or our industry, or we discover significant employee misconduct or illegal activity. If we are unable to raise funding using the methods described above, we would likely need to finance or liquidate unencumbered assets, such as our investment portfolios or trading assets, to meet maturing liabilities or other obligations. We may be unable to sell some of our assets or we may have to sell assets at a discount to market value, either of which could adversely affect our results of operations, cash flows and financial condition.

From time to time we may invest in securities that are illiquid or subject to restrictions.

From time to time we may invest in securities that are subject to restrictions which prohibit us from selling the securities for a period of time. Such agreements may limit our ability to generate liquidity quickly through the disposition of the underlying investment while the agreement is effective.

We face increasing competition in the financial services industry.

We operate in an intensely competitive industry with other global bank holding companies that engage in investment banking and capital markets activities as one of their lines of business and that have greater capital and resources than we do. We also compete against other broker-dealers, asset managers and boutique firms. There is also growing pressure to provide services at lower fees to appeal to clients, which may impact our ability to effectively compete.

We are subject to operational risks, including a failure, breach or other disruption of our operations or security systems or those of our third parties (or third parties thereof), as well as human error or malfeasance, which could adversely affect our businesses or reputation.

Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous markets. We may introduce new products or services or change processes or reporting, including in connection with new regulatory requirements, resulting in new operational risk that we may not fully appreciate or identify. The trend toward direct access to automated, electronic markets and the move to more automated trading platforms has resulted in the use of increasingly complex technology that relies on the continued effectiveness of the programming code and integrity of the data to process the trades. We rely on the ability of our employees, consultants, and internal systems to operate our different businesses and process a high volume of transactions. Additionally, we are subject to complex and evolving laws and regulations governing cybersecurity, privacy and data protection, which may differ and potentially conflict, in various jurisdictions. As a participant in the global capital markets, we face the risk of incorrect valuation or risk management of our trading positions due to flaws in data, models, electronic trading systems or processes or due to fraud or cyber-attack.

We also face the risk of operational failure or disruption of any of the clearing agents, exchanges, clearing houses or other financial intermediaries we use to facilitate our lending and securities transactions. In the event of a breakdown or improper operation of our or a direct or indirect third party’s systems (or third parties thereof) or processes or improper or unauthorized action by third parties, including consultants and subcontractors or our employees, we could suffer financial loss, an impairment to our liquidity position, a disruption of our businesses, regulatory sanctions or damage to our reputation. In addition, the interconnectivity of multiple financial institutions with central agents, exchanges and clearing houses, and the increased importance of these entities, increases the risk that an operational failure at one institution or entity may cause an industry-wide operational failure that could materially impact our ability to conduct business. Furthermore, the concentration of Company and personal information held by a handful of third parties increases the risk that a breach at a key third party may cause an industry-wide data breach that could significantly increase the cost and risk of conducting business. There can be no assurance that our business contingency and security response plans fully mitigate all potential risks to us. Our ability to conduct business may be adversely affected by a disruption in the infrastructure that supports our businesses and the communities where we are located. This may include a disruption involving physical site access; cybersecurity incidents; terrorist activities; political unrest; disease pandemics; catastrophic events; climate-related incidents and natural disasters (such as earthquakes, tornadoes, hurricanes and wildfires); electrical outages; environmental hazards; computer servers; communications or other services we use; and our employees or third parties with whom we conduct business. Although we employ backup systems for our data, those backup systems may be unavailable following a disruption, the affected data may not have been backed up or may not be recoverable from the backup, or the backup data may be costly to recover, which could adversely affect our business.

Notwithstanding evolving technology and technology-based risk and control systems, our businesses ultimately rely on people, including our employees and those of third parties with which we conduct business. As a result of human error or engagement in violations of applicable policies, laws, rules or procedures, certain errors or violations are not always discovered immediately by our technological processes or by our controls and other procedures, which are intended to prevent and detect such errors or violations. These can include calculation errors, mistakes in addressing emails or other communications, errors in software or model development or implementation, or errors in judgment, as well as intentional efforts to disregard or circumvent applicable policies, laws, rules or procedures. Human errors and malfeasance, even if promptly discovered and remediated, can result in material losses and liabilities for us. Any theft of data, technology or intellectual property may negatively impact our operations and reputation, including disrupting the business activities of our subsidiaries, affiliates, joint ventures or clients conducting business in those jurisdictions.

The Company’s information systems may experience an interruption or breach in security.

The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, regulatory or other reporting, general ledger, and other systems. While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Recent disclosures of such incursions by foreign and domestic unauthorized agents aimed at large financial institutions reflect higher risks for all such institutions. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

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Our businesses rely extensively on data processing and communications systems. In addition to better serving clients, the effective use of technology increases efficiency and enables us to reduce costs. Adapting or developing our technology systems to meet new regulatory requirements, client needs, and competitive demands is critical for our business. Introduction of new technology presents challenges on a regular basis. There are significant technical and financial costs and risks in the development of new or enhanced applications, including the risk that we might be unable to effectively use new technologies or adapt our applications to emerging industry standards. Our continued success depends, in part, upon our ability to: (i) successfully maintain and upgrade the capability of our technology systems; (ii) address the needs of our clients by using technology to provide products and services that satisfy their demands; and (iii) retain skilled information technology employees. Failure of our technology systems, which could result from events beyond our control, or an inability to effectively upgrade those systems or implement new technology-driven products or services, could result in financial losses, liability to clients, and violations of applicable privacy and other applicable laws and regulatory sanctions.

Cybersecurity and security breaches of our technology systems, or those of our clients or other third-party vendors we rely on, could subject us to significant liability and harm our reputation.

Our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, cyber-attacks and breakdowns. Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although cybersecurity incidents among financial services firms are on the rise, we have not experienced any material losses relating to cyber-attacks or other information security breaches. However, there can be no assurance that we will not suffer such losses in the future.

Despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to human error, natural disasters, power loss, spam attacks, unauthorized access, distributed denial of service attacks, computer viruses and other malicious code and other events that could have an impact on the security and stability of our operations. Notwithstanding the precautions we take, if one or more of these events were to occur, this could jeopardize the information we confidentially maintain, including that of our clients and counterparties, which is processed, stored in and transmitted through our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our clients and counterparties. We may be required to expend significant additional resources to modify our protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications or disclosures. We may also be subject to litigation and financial losses that are neither insured nor covered under any of our current insurance policies.

A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Our regulators have introduced programs to review our protections against such incidents which, if they determined that our systems do not reasonably protect our clients’ assets and their data, could result in enforcement activity and sanctions.

In providing services to clients, we may manage, utilize and store sensitive or confidential client or employee data, including personal data. As a result, we may be subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state and international laws governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number. If any person, including any of our associates, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through system failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients and related revenue.

Potential liability in the event of a security breach of client data could be significant. Depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages. The federally mandated Consolidated Audit Trail (“CAT”) program which requires that client personally identifiable information be submitted to a database not controlled by us may expose us to liability for breaches of that database not under our control.

As a result of the foregoing, the Company has and is likely to incur significant costs in preparing its infrastructure and maintaining it to resist any such attacks. In addition to personnel dedicated to overseeing the infrastructure and systems to defend against cybersecurity incidents, senior management and our designated member of the Board of Directors are regularly briefed on issues, preparedness and any incidents requiring response.

The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, driven by the emergence of the Fintech industry. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

There is risk associated with the sufficiency of coverage under the Company’s insurance policies.

The Company’s operations and financial results are subject to risks and uncertainties related to the use of a combination of insurance, self-insured retention and self-insurance for a number of risks, including most significantly property and casualty, general liability, cyber-crime, workers’ compensation, and the portion of employee-related health care benefits plans funded by the Company, and certain errors and omissions liability, among others.

While the Company endeavors to purchase insurance coverage that is appropriate to its assessment of risk, it is unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages. The Company’s business may be negatively affected if in the future its insurance proves to be inadequate or unavailable. In addition, insurance claims may divert management resources away from operating the business.

Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.

Climate change may cause extreme weather events that, among other things, could damage our facilities and equipment, injure our employees, disrupt operations at one or more of our primary locations, negatively affect our ability to service and interact with our clients, and adversely affect the value of our investments. Any of these events may increase our costs including our costs to insure against these events.

Climate change may also have a negative impact on the financial condition of our clients, which may decrease revenues from those clients and increase the credit exposures to those clients. Additionally, our reputation and client relationships may be damaged as a result of our involvement, or our clients’ involvement, in certain industries associated with causing or exacerbating, or alleged to cause or exacerbate, climate change. We also may be negatively impacted by any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. New regulations or guidance relating to climate change, as well as the perspectives of stockholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products.

The Company is subject to extensive securities regulation and the failure to comply with these regulations could subject it to monetary penalties or sanctions.

The securities industry and the Company’s businesses are subject to extensive regulation by the SEC, state securities regulators, other governmental regulatory authorities and industry self-regulatory organizations. The Company may be adversely affected by new or revised legislation or regulations or changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

Dominari Securities is a broker-dealer and investment adviser registered with the SEC and is primarily regulated by FINRA. Broker-dealers are subject to regulations which cover all aspects of the securities business, including, without limitation sales methods and supervision, underwriting, trading practices among broker-dealers, emerging standards concerning fees and charges imposed on clients for fee-based programs, use and safekeeping of customers’ funds and securities, anti-money laundering and the USA Patriot Act (the “Patriot Act”) compliance, capital structure of securities firms, trade and regulatory reporting, cybersecurity, pricing of services, compliance with Department of Labor rules and regulations for retirement accounts, compliance with lending practices (Regulation T), record keeping, and the conduct of directors, officers and employees.

Compliance with many of the regulations applicable to the Company involves a number of risks, particularly in areas where applicable regulations may be subject to varying interpretation. The requirements imposed by these regulations are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with the Company. New regulations may result in enhanced standards of duty on broker-dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company’s activities, including through net capital, customer protection and market conduct requirements, including those relating to principal ~~trading~~ transactions. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA. FINRA adopts rules, subject to approval by the SEC, which govern its members and conducts periodic examinations of member firms’ operations.

If the Company is found to have violated any applicable laws, rules or regulations, formal administrative or judicial proceedings may be initiated against it that may result in censure, fine, civil or criminal penalties, including treble damages in the case of insider trading violations, the issuance of cease-and-desist orders, the suspension or termination of our broker-dealer or investment advisory activities, the suspension or disqualification of our officers or employees; or other adverse consequences.

The imposition of any of the above or other penalties could have a material adverse effect on our operating results and financial condition.

Financial services firms have been subject to increased regulatory scrutiny increasing the risk of financial liability and reputational harm resulting from adverse regulatory actions.

Firms in the financial services industry have been operating in an onerous regulatory environment. The industry has experienced increased scrutiny from a variety of regulators, including the SEC, FINRA, and state regulators. Penalties and fines sought by regulatory authorities have increased substantially. We may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and SROs. Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many different aspects of financial services, including, but not limited to, the authority to fine us and to grant, cancel, restrict or otherwise impose conditions on the right to continue operating particular businesses. For example, the failure to comply with the obligations imposed by the Exchange Act on broker-dealers and the Advisers Act on investment advisers, including recordkeeping, registration, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent activities, or by the Investment Company Act of 1940, as amended (the “1940 Act”), could result in investigations, sanctions and reputational damage. Increasingly, regulators have instituted a practice of “regulation by enforcement” where new interpretations of existing regulations are introduced by bringing enforcement actions against securities firms for activities that occurred in the past but were not then thought to be problematic. We also may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or SROs (e.g., FINRA) that supervise the financial markets. Substantial legal liability or significant regulatory action taken against us could have a material adverse effect on our business prospects including our cash position.

Numerous regulatory changes and enhanced regulatory and enforcement activity relating to the asset management business may increase our compliance and legal costs and otherwise adversely affect our business.

U.S. and foreign governments have taken regulatory actions impacting the investment management industry, and may continue to take further actions, including expanding current (or enacting new) standards, requirements and rules that may be applicable to us and our subsidiaries, particularly those subsidiaries that are SEC registered investment advisers. For example, the SEC and several states and municipalities in the United States have adopted “pay-to-play” rules, which could limit our ability to charge advisory fees. Such “pay-to-play” rules could affect the profitability of that portion of our business. Additionally, the use of “soft dollars,” where a portion of commissions paid to broker-dealers in connection with the execution of trades also pays for research and other services provided to advisors has been mostly prohibited in Europe and, is periodically reexamined in the U.S. and may be limited or modified in the future. Furthermore, new regulations regarding the management of hedge funds and the use of certain investment products may impact our investment management business and result in increased costs. For example, many regulators around the world adopted disclosure and reporting requirements relating to the hedge fund business.

On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg BI”) as Rule 15l-1 under the Exchange Act. Reg BI imposes a new federal standard of conduct on registered broker-dealers and their associated persons when dealing with retail clients and requires that a broker-dealer and its representatives act in the best interest of such client and not place its own interests ahead of the customer’s interests. Reg BI requires enhanced documentation for recommendations of securities transactions to broker-dealer retail clients. The new rules and processes related thereto will likely limit revenue and most likely involve increased costs, including, but not limited to, compliance costs associated with new or enhanced technology as well as increased litigation costs.

It is not possible to determine the extent of the impact of any new laws, regulations or initiatives that may be imposed, or whether any existing proposals will become law. Conformance with any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business.

If the Company violates the securities laws or is involved in litigation in connection with a violation, the Company’s reputation and results of operations may be adversely affected.

Many aspects of the Company’s business involve substantial risks of liability. An underwriter is exposed to substantial liability under federal and state securities laws, other federal and state laws, and court decisions, including decisions with respect to underwriters’ liability and limitations on indemnification of underwriters by issuers. For example, a firm that acts as an underwriter may be held liable for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered or for statements made by its securities analysts or other personnel. The Company’s underwriting activities will usually involve offerings of the securities of smaller companies, which often involve a higher degree of risk and are more volatile than the securities of more established companies. In comparison with more established companies, smaller companies are also more likely to be the subject of securities class actions, to carry directors and officers liability insurance policies with lower limits or not at all, and to become insolvent. In addition, in market downturns, claims tend to increase. Each of these factors increases the likelihood that an underwriter may be required to contribute to an adverse judgment or settlement of a securities lawsuit.

The Company’s risk management policies and procedures may leave it exposed to unidentified risks or an unanticipated level of risk.

The policies and procedures the Company employs to identify, monitor and manage risks may not be fully effective. Some methods of risk management are based on the use of observed historical market behavior. As a result, these methods may not predict future risk exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible. This information may not be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. The Company cannot give assurances that its policies and procedures will effectively and accurately record and verify this information.

The Company seeks to monitor and control its risk exposure through a variety of separate but complementary financial, credit, operational, compliance and legal reporting systems. The Company believes that it effectively evaluates and manages the market, credit and other risks to which it is exposed. Nonetheless, the effectiveness of the Company’s ability to manage risk exposure can never be completely or accurately predicted or fully assured, and there can be no guarantee that the Company’s risk management will be successful. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments can have a material adverse effect on the Company’s financial condition and results of operations. The consequences of these developments can include losses due to adverse changes in securities values, decreases in the liquidity of trading positions, higher volatility in earnings, and increases in general systemic risk. Certain of the Company’s risk management systems are subject to regulatory review and may be found to be insufficient by the Company’s regulators potentially leading to regulatory sanctions. There can be no guarantee that the operation of these systems will allow the Company to prevent or mitigate the various risks faced by its businesses. Various regulators periodically review companies’ risk control practices, and, if found inadequate, bring enforcement actions and sanctions against such firms.

~~Our~~Failure ~~Bitcoin~~to ~~investment~~maintain effective internal controls ~~strategy~~in ~~may~~accordance ~~expose~~with usSection to404 ~~various~~of ~~risks~~the ~~associated~~Sarbanes-Oxley ~~with~~Act ~~Bitcoin~~could materially affect our business.

~~Our~~We ~~Bitcoin investment~~have ~~strategy~~documented ~~may~~and ~~expose~~tested usour internal control procedures in order to ~~various~~satisfy ~~risks~~the ~~associated~~requirements ~~with~~of ~~Bitcoin,~~Section ~~including~~404 of the ~~following.~~Sarbanes-Oxley ~~Bitcoin~~Act isof a2002 ~~highly~~(the ~~volatile~~“Sarbanes-Oxley Act”), ~~asset~~which ~~that~~requires ~~has~~annual ~~traded~~management ~~below~~assessments ~~$38,000~~of ~~per~~the ~~bitcoin~~effectiveness of our internal controls over financial reporting and ~~above~~a ~~$108,000~~report ~~per~~by ~~bitcoin~~our independent onauditors ~~Coinbase~~regarding ~~during~~our ~~2024~~internal control over financial reporting. ~~The~~We ~~trading~~are ~~price~~not in compliance with Section 404 of ~~bitcoin~~the Sarbanes-Oxley ~~was~~Act ~~significantly~~as ~~lower~~of ~~during~~December ~~prior periods~~31, 2025. If we fail to remediate and maintain the adequacy of our internal controls, as such ~~decline~~standards are modified, supplemented or amended from time to time, we may ~~occur~~not ~~again~~be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the ~~future~~Sarbanes-Oxley Act. Failure to maintain an effective internal control environment could materially adversely affect our business.

~~Bitcoin~~A ~~ETFs~~change ~~may~~in ~~not pay~~tax ~~dividends~~laws ~~and~~in wekey ~~may only be able to generate cash from our Bitcoin ETF holdings if we sell our bitcoin ETF holdings or implement~~jurisdictions ~~strategies~~could tomaterially ~~create~~increase ~~income streams. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from~~ our ~~Bitcoin~~tax ~~ETF holdings, and any such strategies may subject us to additional risks~~expense.

~~This~~We ~~Bitcoin~~are ~~ETF~~subject ~~investment strategy~~to ~~has~~tax ~~not~~in ~~been~~the ~~tested~~U.S. ~~Although~~and wenumerous international ~~believe~~jurisdictions. ~~Bitcoin,~~Changes ~~due~~ to ~~its~~income ~~limited~~tax ~~supply,~~laws ~~has~~and ~~the~~regulations ~~potential~~in toany ~~serve~~of asthe ajurisdictions ~~hedge against inflation~~ in ~~the~~which ~~long~~we ~~term~~operate, ~~the~~or ~~short-term~~in ~~price~~the interpretation of ~~Bitcoin~~such ~~declined~~laws, inor ~~recent periods during which~~ the ~~inflation~~introduction ~~rate~~of ~~increased.~~new ~~Some~~taxes, ~~investors and~~could ~~other~~significantly ~~market~~increase ~~participants may disagree with~~ our ~~Bitcoin~~effective ~~ETF~~tax ~~investment~~rate ~~strategy~~and orultimately ~~actions~~reduce weour ~~undertake~~cash ~~to implement it. If Bitcoin~~flow ~~prices~~from ~~were~~operating toactivities ~~decrease~~and orotherwise ~~our~~have ~~Bitcoin~~an ~~ETF~~adverse ~~investment~~effect ~~strategy~~on ~~otherwise proves unsuccessful,~~ our financial condition, or results of operations~~, and the market price of our common stock may be adversely impacted~~.

~~Bitcoin~~If ~~and~~our ~~other~~tax ~~digital assets~~filing ~~are~~positions ~~relatively~~were ~~novel and are subject~~ to ~~significant~~be ~~uncertainty, which could adversely impact their price. The application of state~~challenged ~~and~~by federal, ~~securities~~state ~~laws~~ and ~~other laws and regulations to digital assets is unclear in certain respects~~local, ~~and it is possible that regulators in the United States~~ or foreign ~~countries~~tax ~~may interpret or apply existing laws and regulations in a manner that adversely affects the price of Bitcoin. Moreover~~jurisdictions, ~~the~~we risks of engaging in a Bitcoin ETF investment strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future. The growth of the digital assets industry in general, and the use and acceptance of Bitcoin in particular, may ~~also~~not ~~impact the~~be ~~price~~wholly ofsuccessful ~~Bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth~~ in ~~the~~defending ~~adoption~~our ~~and~~tax ~~use~~filing of Bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to Bitcoin, institutional demand for Bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for Bitcoin as a means of payment, and the availability and popularity of alternatives to Bitcoinpositions. ~~Even if growth in Bitcoin adoption occurs in the near or medium-term, there is no assurance that Bitcoin usage will continue to grow over the long-term.~~

We record reserves for unrecognized tax benefits based on our assessment of the probability of successfully sustaining tax filing positions. Management exercises significant judgment when assessing the probability of successfully sustaining tax filing positions, and in determining whether a contingent tax liability should be recorded and, if so, estimating the amount. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which result could be significant to our financial condition or results of operations.

Risks Associated with the Company’s Common Stock

Our common stock may be delisted from The Nasdaq Capital Market if we fail to comply with continued listing standards.

● Our common stock is currently traded on The Nasdaq Capital Market (“Nasdaq”), under the symbol “DOMH.” If we fail to meet any of the continued listing standards of Nasdaq, our common stock could be delisted from Nasdaq. These continued listing standards include specifically enumerated criteria, such as:

●

a $1.00 minimum closing bid price;

●

stockholders’ equity of $2.5 million;

●

500,000 shares of publicly held common stock with a market value of at least $1 million;

●

300 public stockholders; and

●

compliance with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of Nasdaq’s discretionary authority.

If we fail to comply with Nasdaq’s continued listing standards, we may be delisted and our common stock will trade, if at all, only on the over-the-counter market, such as the OTC Bulletin Board or OTCQX market, and then only if one or more registered broker-dealer market makers comply with quotation requirements. In addition, the delisting of our common stock could depress our stock price, substantially limit liquidity of our common stock and materially adversely affect our ability to raise capital on terms acceptable to us, or at all. Further, delisting of our common stock would likely result in our common stock becoming a “penny stock” under the Exchange Act.

Our share price may be volatile and there may not be an active trading market for our common stock.

There can be no assurance that the market price of our common stock will not decline below its present market price or that there will be an active trading market for our common stock. The market prices of upstart financial services companies have been and are likely to continue to be highly volatile. Fluctuations in our operating results and general market conditions for upstart financial services stocks could have a significant impact on the volatility of our common stock price. We have experienced significant volatility in the price of our common stock. From January 1, ~~2024~~2025 through December 31, ~~2024~~2025, the closing share price of our common stock (on a split-adjusted basis) ranged from a high of $313.1400 to a low of $01.9003. The ~~reason~~ reason for the volatility in our common stock is not well understood and may continue. Factors that may have contributed to such volatility include, but are not limited to:

●

developments regarding regulatory filings;

●

our funding requirements and the terms of our financing arrangements;

●

introduction of new technologies by us or our competitors;

●

government regulations and laws;

●

public sentiment relating to our industry;

●

the number of shares issued and outstanding;

●

the number of shares trading on an average trading day;

●

block sales of our shares by stockholders to whom we have sold stock in private placements, or the cessation of transfer restrictions with respect to those shares; and

●

market speculation regarding any of the foregoing.

Our shares of common stock are thinly traded and, as a result, stockholders may be unable to sell at or near ask prices, or at all, if they need to sell shares to raise money or otherwise desire to liquidate their shares.

Our common stock has been “thinly-traded” meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. In addition, we believe that due to the limited number of shares of our common stock outstanding, an options market has not been established for our common stock, limiting the ability of market participants to hedge or otherwise undertake trading strategies available for larger companies with broader stockholder bases which prevents institutions and others from acquiring or trading in our securities. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

Our stock price and trading volume could decline as a result of inaccurate or unfavorable research, or the cessation of research cover, about our business published by securities or industry analysts.

The trading market for our common stock may be affected by the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. In addition, the analysts’ projections may have little or no relationship to the results we actually achieve and could cause our stock price to decline if we fail to meet their projections. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.

Because of the “anti-takeover” provisions in our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware General Corporation Law, a third party may be discouraged from making a takeover offer that could be beneficial to our stockholders.

The effect of certain provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”), could delay or prevent a third party from acquiring us or replacing members of our Board of Directors, or make more costly any attempt to acquire control of the Company, even if the acquisition or the Board of Directors designees would be beneficial to our stockholders. These factors could also reduce the price that certain investors might be willing to pay for shares of the common stock and result in the market price being lower than it would be without these provisions.

We incur increased costs as a result of being a public company.

As a public company, we incur significant levels of legal, accounting, regulatory and other expenses. Sarbanes-Oxley and related rules of the SEC, together with the listing requirements of Nasdaq, impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. We have incurred costs as a result of compliance with these public company requirements, and we may need to hire additional qualified personnel in order to continue to satisfy these public company requirements. We are required to expend considerable time and resources complying with public company regulations. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action.

Because of their significant stock ownership, some of our executive officers, directors and ~~directors~~members of our advisory board will be able to exert control over us and our significant ~~corporate~~ corporate decisions.

Our executive officers, directors and their affiliates, and members of our advisory board beneficially own or control, in the aggregate, ~~beneficially own~~ approximately 3468.525% of our outstanding common stock as as of December 31, ~~2024~~2025. These stockholders may be able to exercise influence over matters requiring stockholder approval, such as the election of directors and the approval of significant corporate transactions, including transactions involving an actual or potential change of control of the company or other transactions that non-controlling stockholders may not deem to be in their best interests. This ~~concentration~~ concentration of ownership may harm the market price of our common stock by, among other things: delaying, deferring, or preventing a change in control of our company; impeding a merger, consolidation, takeover, or other business combination involving our company; causing us to enter into transactions or agreements that are not in the best interests of all stockholders; or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.

There is no assurance that we will continue to declare or pay dividends on our common stock in the future.

On February 11, 2025, we declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued) inof $0.32 per share, which was paid on March 3, 2025, to shareholders and certain warrant holders of record as of the close of business on February 24, 2025. On August 22, 2025, we declared a special cash dividend on our ~~recently~~common ~~completed~~stock ~~financings~~and pursuant to the terms of certain common stock purchase warrants (on an as-exercised basis) of $0.3222 per share, which was paid on ~~March~~September 326, 2025, to shareholders and certain warrant holders of record as of the close of business on ~~February~~September 243, 2025. On December 11, 2025, we declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants (on an as-exercised basis) of $0.432 per share, which was paid on January 26, 2026, to shareholders and certain warrant holders of record as of the close of business on January 5, 2026. However, there is no assurance that we will continue to declare or pay cash dividends in the future. Any future dividend payments are within the discretion of our Board of Directors and will depend upon, among other things, our results of operations, financial condition, level of indebtedness, working capital requirements, capital expenditure requirements, any contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law, and other factors that our Board of Directors may deem relevant.

Item 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, we are not required to provide the information required by this item.

Item 1C. CYBERSECURITY

We maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats (as such term is defined in Item 106(a) of Regulation S-K) as part of our broader risk management system and processes. The cybersecurity risk management system involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which we rely. We actively monitor the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats. We obtain input, as appropriate, for our cybersecurity risk management program on the security industry and threat trends from consultants, cybersecurity assessors, auditors and other third parties to gather certain insights designed to identify and assess material cybersecurity threat risks, their severity and potential mitigations. We depend on and engage various third parties, including suppliers, vendors, and service providers. Our risk management, legal, information technology, and compliance personnel identify and oversee risks from cybersecurity threats associated with our use of such entities. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment, and then reported to Mr. Blattner, our designated member of our Board of Directors.

Mr. Blattner has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and report any findings and recommendations, as appropriate, to the full Board of Directors for consideration. Senior management regularly discusses cyber risks and trends and, should they arise, any material incidents with the designated member of the Board of Directors.

Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. Further, a cyber incident impacting our systems or a third-party’s systems could subject us to business, regulatory, litigation and reputational risk, which could have a negative effect on our business, results of operations and financial condition. For more information on our cybersecurity related risks, see Item 1A Risk Factors of this Annual Report.

Item 2. PROPERTIES

We lease offices located in New York, New York, Virgina, and weFlorida. We believe that the ~~New~~current ~~York~~ offices are sufficient to meet our current needs.

Item 3. LEGAL PROCEEDINGS

Many aspects of the Company’s business involve substantial risks of liability. In the ordinary course of business, the Company may be named as defendant or co-defendant in various legal actions, including arbitrations, class actions and other litigation, which could create substantial exposure and periodic expenses. The Company may also be involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, which may result in expenses, adverse judgments, settlements, fines, penalties, injunctions or other relief. In the past in the ordinary course of business, we actively pursued legal remedies to enforce our intellectual property rights and to stop unauthorized use of our technology. In March 2024, the Company received a notice of petition of a filed action seeking relief related to the March 2024 affiliates of new registered representatives. This notice was filed against the Company’s subsidiary Dominari Securities. The Company does not agree with the claim of the plaintiff and will defend itself accordingly. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.

In March 2024, the Company received a notice of petition of a filed action seeking relief related to the March 2024 affiliates of new registered representatives. This notice was filed against the Company’s subsidiary Dominari Securities. The Company does not agree with the claim of the plaintiff and will defend itself accordingly. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Market Information

Our common stock is traded on the Nasdaq Capital ~~Market~~ Market under the symbol “DOMH”. On ~~April~~March 1427, ~~2025~~2026, the closing price of our common stock, as reported by the Nasdaq Capital Market, was $32.9188.

Holders

As of ~~April~~March 1527, ~~2025~~2026, we had approximately ~~164~~ 135 holders of record of our common stock.

Dividend Policy

On February 11, 2025, the ~~Company~~board ~~announced that its Board~~ of ~~Directors~~directors ~~declared~~ approved a special cash dividend of $0.32 per share onpayable ~~our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (~~on ~~an as-exercised basis). The special cash dividend was paid on~~ March 3, 2025, to ~~stockholders~~holders of common stock and certain warrant holders ofas ~~record at the~~ of close of business on February 24, 2025. Dividend payments are subject to the discretion and approval of our Board of Directors and our compliance with applicable law, and depends upon, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. While we intend to pay cash dividends to our stockholders, future payments can be changed or discontinued at any time and may be subject to legal and contractual limitations. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, restrictions imposed by applicable law and our financing agreements and other factors that our Board of Directors deems relevant.

On September 9, 2025, the board of directors approved a special cash dividend of $0.22 per share payable on September 26, 2025, to holders of common stock and certain warrant holders as of close of business on September 3, 2025.

On December 11, 2025, the board of directors approved a special cash dividend of $0.432 per share payable on January 26, 2026, to holders of common stock and certain warrant holders as of close of business on January 5, 2026.

Cash dividends declared in 2025 totaled $22.2 million and have been charged to accumulated deficit. Cash dividends paid totaled approximately $11.9 million in 2025 with an additional $10.3 million recorded as dividends payable at December 31, 2025 in the statement of financial condition. Approximately 95% of such dividends outstanding at year end 2025 have been paid to date.

Dividend payments are subject to the discretion and approval of our Board of Directors and our compliance with applicable law, and depends upon, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. While we intend to pay cash dividends to our stockholders, future payments can be changed or discontinued at any time and may be subject to legal and contractual limitations. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, restrictions imposed by applicable law and our financing agreements and other factors that our Board of Directors deems relevant.

Share Repurchases

We did not purchase any of our registered equity securities during the ~~quarterly~~ period covered by this Annual Report.

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, ~~2024~~2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2)
Equity compensation plans approved by security holder		~~376~~10,~~654~~072,646	$	46.2916		~~209~~335,~~820~~752
Equity compensation plans not approved by security holder		-—		-—		-—
		376,654				209,820
		10,072,646				335,752

(1) Consists of options to acquire 2417,~~274~~646 shares of common stock under the 2014 Equity Incentive Plan ~~and 352~~and10,~~380~~055,000 shares of common stock under the 2022 Equity Incentive Plan.

(2)

Consists of shares of common stock available for future issuance under our equity incentive plans.

Item 6. [RESERVED]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s consolidated financial statements as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and the related notes included in Part II, Item 8 of this Annual Report. This discussion contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. The Company’s actual results could differ materially from such forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company’s disclosures under the heading “Special Cautionary Notice Regarding Forward Looking Statements” included in this Annual Report. Additionally, the Company’s historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those identified below and those discussed in Part I, Item 1A “Risk Factors” of this Annual Report:

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. The MD&A is organized as follows:

●

Overview. Discussion of our business and overall analysis of financial and other highlights affecting the Company in order to provide context for the remainder of the MD&A.

●

Critical Accounting Estimate. Accounting estimates we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

●

Recently Issued Accounting Pronouncements. A discussion of recent accounting standards.

● Results of Operations. An analysis of our financial results is presented to compare ~~2024~~2025 to ~~2023~~2024. We also provide a discussion of our Liquidity and Capital Resources position and usage.

Overview

Dominari is a holding company that, through its various subsidiaries, is ~~primarily~~ engaged in wealth management, investment banking, sales and trading, ~~and~~ asset management and insurance. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure.

Dominari Financial, a wholly owned subsidiary of Dominari, executes the Company’s growth strategy in the financial services industry. In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers. Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually registered broker dealer and investment advisor from Fieldpoint, was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities and is a wholly owned subsidiary of Dominari Financial.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We believe that the following accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates. Accordingly, these are the estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Stock-based Compensation

The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a one- to five-year period.

The Company estimates the fair value of time-based vesting stock option grants to employees using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The fair value of market-based performance awards is calculated using a Monte Carlo simulation. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award.

Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on either the simplified method, if applicable, which is the half-life from vesting to the end of its contractual term or when applicable, probability estimates of expected exercises of such options.

Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

The Company accounts for forfeitures as they occur.

Fair Value

Financial instruments, including cash and cash equivalents, accounts payable and accrued expenses and accrued compensation and commissions are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Securities owned

Securities owned consist of equity securities including, common stock and warrants of publicly traded companies which are held by Dominari Securities. Securities owned and securities sold, but not yet purchased are recorded in the balance sheet at fair value, with the change in fair value and any realized gains or losses upon purchase or sale recorded within the statement of operations as principal transactions.

Dominari Securities may receive securities, including common or preferred stock and stock purchase warrants, from companies as part of its compensation for underwriting services. These instruments are stated at fair value in accordance with GAAP, and recorded within the balance sheet as securities owned. Such securities that the Company receives may be subject to contractual or instrument specific restrictions which prevent Dominari Securities from reselling the securities within the open market. Under ASC 820 only those restrictions which are an attribute of the instrument, and do not arise from any contractual agreement, are considered when determining fair value.

Equities

A portion of the Company’s equity securities, which are held by Dominari Securities are subject to restrictions. Equities that have periods of contractual trading restrictions, discounts were considered in determining fair value The Company’s significant unobservable inputs, included the implied probability of 15% of certain marketplace transactions and events occurring which would permit the sale of equities held. These equities are included in securities owned.

The Company holds certain other strategic investments that are not part of its broker-dealer trading activities. These investments are accounted for under ASC 321 using the measurement alternative. Equity securities that are not part of our broker-dealer trading activities are included marketable securities on the consolidated balance sheet. These investments are generally strategic in nature and are not actively traded. Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations.

Warrant Investments

Warrant fair values are primarily determined using a Black Scholes option pricing model, which includes the underlying stock price, warrant strike price, expected remaining term, volatility, and risk-free rate as the primary inputs to the model. Increases or decreases in any of these inputs could result in a material change in fair value. Additionally, for warrants that have periods of contractual trading restrictions, marketability discounts were considered in determining fair value. Warrants held by Dominari Securities are included in securities at fair value owned and other warrants are included in marketable securities.

●

The following inputs are considered for determining the fair values of warrants:

●

The underlying stock price is equal to the closing price of the underlying stock as of the measurement date.

●

The expected remaining term is equal to the time to expiration of the warrant investment.

●

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price.

●

The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining term of the warrant investment.

●

Marketability discounts are applied for warrants that have sales restrictions (or lock-up periods). These discounts are calculated using a combination of the Finnerty Model and the Asian Put Model using a term equal to the period of such restriction.

Fair Value Option - Short-Term Note and Convertible Note

The guidance in ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. The Company has elected to measure the purchases of its notes using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other, net in the consolidated statements of operations. Interest accrues on the unpaid principal balance on a quarterly basis and is recognized in interest income in the consolidated statements of operations.

The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Pursuant to this guidance, assets and liabilities are measured at fair value based, in part, on general economic and stock market conditions and those characteristics specific to the underlying investments. The carrying value is adjusted to estimated fair value at the end of each quarter, required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

Under this guidance, the Company makes certain assumptions as to the fair value of the underlying notes. The primary critical estimate is the credit risk of the underlying companies. Any future credit risk is not known, as there is uncertainty, and subject to further estimates by the Company. Additionally, any future events are not taken into account, which could result in further estimates of the fair value of any outstanding notes.

Long-Term Investments

The Company accounts for long-term equity investments under Accounting Standards Codification (“ASC”) 321 “Investments—-Equity Securities” (“ASC 321”). In accordance with ASC 321, equity securities with readily determinable fair values are accounted for at fair value based on quoted market prices. Any equity securities with a readily determinable fair value are included within marketable securities on the accompanying consolidated balance sheet. Equity securities without readily determinable fair values are accounted for either at net asset value or using the measurement alternative. Under the measurement alternative, the equity investments are measured at cost, less any impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are accounted for under ASC 321 using the measurement alternative. Equity method investments and other long-term investments that are not part of our broker-dealer trading activities are included in “long term equity investment” on the consolidated balance sheet. These investments are generally strategic in nature and are not actively traded. Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations.

The Company, throughout the process of determining if there are any changes resulting from observable price changes is faced with the risk of estimating certain aspects of its underlying investments. There are limited observable and orderly transactions that are known to the Company, due to the fact that its investments are primarily private companies. The Company estimates and uses judgments for these underlying investments, that result in uncertainty and estimates which could result in future changes in the carrying value of the investments. Additionally, the Company uses any information which is known to them, which could be from different types of instruments. Any estimates the Company may use, are its best estimate and may be subject to risk of further changes.

Effect of new accounting pronouncements ~~not~~to ~~yet~~be adopted in future periods

~~The~~In ~~Company~~November ~~reviewed~~2024, ~~all~~the ~~other~~FASB ~~recently~~ issued ASU No. 2024-03, ~~accounting~~“Income ~~pronouncements~~Statement ~~and~~- ~~concluded~~Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that ~~they~~each ~~were~~interim and ~~either~~annual ~~not~~reporting ~~applicable~~period, oran ~~not~~entity ~~expected~~discloses tomore ~~have~~information aabout ~~significant~~the ~~impact~~components onof certain expense captions that is currently disclosed in the ~~Company’s~~financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early ~~consolidated~~adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.

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The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these consolidated financial statements.

Recently Issued Accounting Pronouncements

See Note 3 to the consolidated financial statements for a discussion of recent accounting standards.

Results of Operations

Comparison of Results for the Fiscal Year Ended December 31, ~~2024~~2025 ~~Compared to~~and ~~Fiscal Year Ended~~ December 31, ~~2023~~2024

During the year ended December 31, 2024, we recognized approximately $18.1 million in revenue from operations, an increase of approximately $16.1 million as of the year ended December 31, 2023, primarily driven by the increase in our activities of Dominari Securities. During the years ended December 31, 2024 and 2023, we incurred a loss from operations of approximately $11.5 million and $21.8 million, respectively. The decrease in loss in operations was primarily attributable to the following:

	Years Ended December 31,
	2025			2024
Revenues
Underwriting services	$	79,030		$	11,362
Carried interest		22,681			—
Commissions		19,551			6,065
Interest income		1,272			666
Principal transactions		(872	)		2,158
Other revenue		1,442			720
Total revenue		123,104			20,971
Operating costs and expenses
Compensation and benefits		145,270			21,980
Advisory fees		21,108			116
Legal fees		2,877			722
Professional and consulting fees		3,003			2,666
Other expenses		6,572			4,189
Total operating expenses		178,830			29,673
Loss from operations		(55,726	)		(8,702	)

Other income (expenses)
Other income		10			86
Interest income		65			293
Gain on marketable securities, net		42,276			3,085
Realized and unrealized gain (loss) on notes receivable, net		221			(2,347	)
Change in carrying value of investments		—			(7,118	)
Total other income (expenses)		42,572			(6,001	)
Net loss before income tax expense	$	(13,154	)	$	(14,703	)
Provision for income taxes		7,318			—
Net loss		(20,472	)		(14,703	)
Less: Net income attributable to non-controlling interests		1,963			—
Net loss attributable to common stockholders of Dominari Holdings Inc.	$	(22,435	)	$	(14,703	)

	i.	An approximate $16.1 million increase in revenue from operations, offset by,
	ii.	An approximate $5.8 million increase in general and administrative expenses – driven by approximately an increase of $8 million of compensation expenses, due to the growing operations of the Company. In addition, the Company also had a decrease of approximately $2.4 million of professional fees (legal, consulting, accounting, etc.), which were largely due to the establishment of Dominari Financial and Dominari Securities during the year ended December 31, 2023.

During the year ended December 31, 2025, we recognized approximately $123.1 million in revenue from operations, an increase of approximately $102.1million as compared to the year ended December 31, 2024, primarily driven by the increase in our activities of Dominari Securities. The increase in revenue was primarily attributable to the following:

~~During~~i. ~~the~~Underwriting ~~years~~service ~~ended~~revenue ~~December~~increased ~~31,~~by ~~2024~~$67.7 ~~and~~million ~~2023,~~or ~~other~~596% ~~expenses~~from ~~was approximately~~ $311.24 million ~~and~~to $179.10 million, ~~respectively.~~in ~~The~~2025 ~~activity~~as ~~for~~compared ~~the~~to ~~years ended December 31,~~ 2024 ~~and 2023~~, isreflecting ~~primarily~~the ~~a result~~impact of ~~overall~~it ~~volatility~~increased inefforts ~~investment valuations due to macroeconomic uncertainty (i.e. inflation, global tensions~~ in ~~the~~both ~~Ukraine, etc.)~~private ~~impacting~~placement ~~marketable securities~~ and ~~the~~registered ~~change~~offering inunderwriting ~~fair~~activities ~~value of note receivable,~~ and ~~long-term~~deal ~~investments~~flow. ~~Specifically:~~

	i.	Marketable securities – we recognized a gain of approximately $5.2 million for the year ended December 31, 2024. The increase of approximately $4.6 million in gains over the prior period is a result of additional activities during the year as we expanded.
	ii.	Change in carrying value of long term investments – we recognized a change in carrying value of long term investments of $(7.1) million for the year ended December 31, 2024. During the year ended December 31, 2023, we recognized a change in carrying value of long term investments of $0.8 million. This change of approximately $7.8 million was the direct result of the Company writing down additional investments due to performance during the year ending December 31, 2024.

ii.

Carried interest revenue totaled $22.7 million in 2025 as compared to no such revenue in 2024 as a result of receiving variable consideration from investment management customers.

iii. ~~Note~~Commission ~~receivable~~revenues –increased ~~the~~by ~~changes~~$13.5 ~~over~~million ~~the~~or ~~years~~222% ~~ended~~in ~~December~~2025 ~~31,~~as ~~2024~~compared ~~and~~to ~~2023~~2024 ~~are~~as a ~~function~~result of ~~observable~~the ~~market~~increased ~~transactions~~trading ~~which~~activity ~~resulted~~driven infrom ~~a decrease in unrealized loss of approximately $0.9 million on~~ the ~~adjusted~~increased ~~fair~~customer ~~value~~base offrom the ~~note~~Company’s ~~receivable~~underwriting ~~during the year ended December 31, 2024, as well as a realized loss of $2~~deals.~~1 million on an uncollectible note.~~

During the year ended December 31, 2025, we recognized $178.8 million in operating costs and expenses representing an increase of $149.2 million or 503% as compared to the year ended December 31, 2025. The increase in operating costs and expenses is primarily a result of the following:

Compensation and benefits increased by $123.3 million or 561% in 2025 as compared to the comparable period in 2024 primarily as a result of increased commissions from the significant increase in revenues along with and increase in the stock-based compensation totaling $33.7 million in 2025 as compared to $1.6 million in 2024.

ii.

The Company recorded $21.1 million of advisory fees in 2025 as compared to $0.1 million in 2024 primarily as a result of issuing 2.55 million shares of common stock to certain advisors in February 2025.

iii.

During the year ended December 31, 2025, other income was approximately $42.5 million as compared to an other expense of $6.0 million for the year ended December 31, 2024. The activity for the years ended December 31, 2025 and 2024, is primarily a result of the following:

iv.

Gain on marketable securities, net: In 2025 we recognized a gain of approximately $42.3 million for the year ended December 31, 2025 primarily as a result of the Company’s investment in American Bitcoin Corp (“ABTC”) that resulted in an unrealized gain of $39.4 for the year . For the year ended December 31, 2024, we recorded gains on marketable securities totaling $3.1 million from the securities held that the parent holding company.

Change in carrying value of investments: we recognized no change in carrying value of long term investments for the year ended December 31, 2025. During the year ended December 31, 2024, we recognized a reduction in the carrying value of long-term investments of $7.1 million. This change of approximately $7.1 million was the direct result of the Company writing down investments due to performance during the year ending December 31, 2025.

vi.

Realized and unrealized gain (loss) on notes receivable: For the year ended December 31, 2025 the Company recorded a realized gain of $0.2 million on a note that was satisfied during the period a $2.3 million loss for the year ended December 31, 2024 primarily related to a $2.1 million write off of a note that was deemed uncollectible during the year.

During the year ended December 31, 2025, we recorded income tax expense of $7.3 million as compared to $0.0 in 2024 primarily as a result of the increase in revenue and the tax impact of certain expenses related to compensation that are not allowable deductions for tax purposes.

Net loss of $20.5 million in 2025 was $5.8 million or 39.2% higher than the $14.7 million loss reported in 2024 . In 2025, non-controlling interest of $2.0 million was recorded increasing the net loss attributable to common stockholders’ of the Company to $22.4 million or a $7.7 million increase as compared to $14.7 million in 2024.

Non-GAAP Comparison of Results for the Fiscal Year Ended December 31, 2025, and December 31, 2024

To supplement its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the table below summarizes the additional non-GAAP financial measures of loss from operations, net income (loss) applicable to common stockholders’ of Dominari Holdings and earnings per share as adjusted from excluding non-cash stock-based compensation. Such noncash stock-based compensation represents charges included in compensation and benefits expense and advisory expense as reported on the Company’s consolidated statement of operations. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for future performance. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP is shown in the table below ($ thousands):

	Year Ended			Year Ended
	December 31, 2025			December 31, 2024
Loss from operations	$	(55,726	)	$	(8,702	)
Non-cash stock-based compensation		55,007			1,633
Adjusted loss from operations	$	(719	)	$	(7,069	)

Net loss attributable to common stockholders’ of Dominari Holdings	$	(22,435	)	$	(14,703	)
Non-cash stock-based compensation		55,007			1,633
Adjusted net income (loss) to common stockholders’ of Dominari Holdings	$	32,572		$	(13,070	)
Adjusted net income (loss) per share, basic	$	2.28		$	(2.11	)
Weighted average number of shares outstanding, basic		14,285,097			6,183,397

Liquidity and Capital Resources

We continue to incur ongoing administrative and other expenses, including public company expenses. While we continue to implement our business strategy, we intend to finance our activities through:

●

managing current cash and cash equivalents on hand from our past debt and equity offerings;

●

seeking additional funds raised through the sale of additional securities in the future; and

●

seeking additional liquidity through credit facilities or other debt arrangements.

2729

Our ultimate success is dependent on our ~~ability~~ ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our business plan to support our transition into the financial services industry. Our working capital amounted to approximately $2453.41million ~~million~~ as of December 31, ~~2024~~2025. As of December 31, ~~2024~~2025, we had approximately $434.0 million of cash and cash equivalents, $46.5 million of marketable securities and $59.8 million of ~~marketable~~ securities owned. Additionally, we had approximately $174.0 million in receivable from clearing brokers. ~~Subsequent to December 31, 2024, we raised approximately $13.5 million.~~ All of such funds are available to fund our operations. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Our ability to obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. Specifically, as a result of recent volatility and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.

Cash Flows from Operating Activities

For the years ended December 31, ~~2024 and 2023~~2025, net cash provided ~~used~~by in operations was approximately $1522.17million ~~million~~as ~~and~~compared to net cash used in operations of $2216.27 million for the year ended December 31, ~~respectively~~2024. The cash ~~used~~provided inby operating activities for the year ending December 31, ~~2024~~ 2025, is primarily attributable to a net loss of approximately ~~$14.7 million, change in carrying value of long-term investment of approximately~~ $720.15 million, ~~stock~~non-~~based~~cash ~~compensation~~underwriting revenue of approximately $127.63 million, ~~realized~~and an unrealized gain on marketable securities of approximately $642.43 million, ~~unrealized~~ ~~loss~~offset onprimarily ~~marketable~~by ~~securities~~non-cash commission expense of approximately $120.73 million, ~~realized~~stock-based ~~and~~compensation ~~unrealized loss on note receivable~~ of approximately $255.30 million, , and changes in operating assets and liabilities of approximately $738.8 million. The cash used in operating activities for the year ending December 31, ~~2023~~2024, is primarily attributable to a net loss of approximately $2214.97 million, ~~approximately $1.0 million of unrealized gain on marketable securities,~~ change in ~~fair~~carrying value of long-term investment of approximately $07.81 million, ~~and~~stock-based ~~changes~~compensation ~~in operating assets and liabilities~~ of approximately $51.36 million, ~~partially~~realized ~~offset~~gain byon marketable securities of approximately $36.04 million, ~~stock-based~~unrealized ~~compensation~~loss ~~expense,~~on marketable securities of approximately $31.27 million, inrealized and unrealized ~~losses~~loss on note receivable ~~and~~of approximately $1.2.3 million and changes in ~~realized~~operating ~~losses~~assets onand ~~marketable~~liabilities ~~securities~~of approximately $8.6 million.

Cash Flows from Investing Activities

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, net cash provided by ~~and (used in)~~ investing activities was approximately $161.39 million and ($717.2)9 million, respectively. The cash provided by investing activities for the year ended December 31, ~~2024~~2025, primarily resulted from our ~~purchase~~sale of marketable securities of approximately $717.89 million, and ~~partially~~collection ~~offset~~of byprincipal ~~our~~on ~~sale~~note ofreceivable ~~marketable securities~~ of approximately $211.21 million, ~~sale~~partially ofoffset ~~long-term~~by ~~investments~~our purchase of ~~$4.3 million,~~marketable ~~loans to employees~~ securities of approximately $218.40 million and ~~collection~~redemption of ~~principal~~long-term oninvestments ~~note receivable~~ of approximately of $10.5 million. The cash ~~used in~~provided ~~investing~~by investing activities for the year ended December 31, ~~2023~~2024, primarily resulted from our purchase of marketable securities of approximately $346.12 million, offset ~~and~~by ~~the~~our ~~acquisition~~sale of ~~FPS~~marketable ~~for~~securities of approximately $121.12 million, ~~partially~~sale ~~offset~~of bylong-term ~~our~~investments ~~sale~~ of ~~marketable~~$4.3 ~~securities~~million, ofloans ~~approximately~~to employees of $272.64 million and collection of principal on note receivable of approximately $1.10 million.

Cash Flows from Financing Activities

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, net cash ~~used~~provided inby financing activities was approximately $05.3 million and ~~approximately~~ $0, respectively.9 ~~million~~The cash provided by financing activities for the year ended December 31, ~~which~~2025, ~~reflects~~was resulted from the ~~cost~~issuance of common stock in equity raise of approximately $13.6 million and issuance of common stock for the ~~purchase~~warrants exercised of ~~treasury~~approximately ~~stock~~$5.6 million offset by the dividends paid of approximately $11.9 million and distributions to non-controlling interest of approximately $2.0 million.

Contractual obligations

None.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

2830

Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements and supplementary data required by this Item 8 follow.

Index to Consolidated Financial Statements

	Page	~~Page~~
Report of Independent Registered Public Accounting Firms (PCAOB ID Number 688)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-5
Consolidated Statements of Changes in and Stockholders’ Equity for the Years Ended December 31, 2024 and 2023		F-5
Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Consolidated Statements of Changes in and Stockholders’ Equity for the Years Ended December 31, 2025 and 2024	F-7
Notes to the Consolidated Financial Statements		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-8
Notes to the Consolidated Financial Statements	F-9

 F-1

Report of Independent Registered Public Accounting Firm

To the ~~Shareholders~~Stockholders and Board of Directors of

Dominari Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Dominari Holdings, Inc. (the “Company”) as of December 31, ~~2024 and 2023~~2025, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for ~~each of~~ the ~~two years~~year ~~in the period~~ ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, ~~based on our audits,~~ the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our ~~audits~~ audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~ audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~ audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits provide~~audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Valuation of Long Term Equity Investments~~ F-2

~~As of~~Valuation ~~December 31, 2024, the Company had $12.3 million~~ of ~~long~~Marketable ~~term~~Securities equity investments in companies without readily determinable fair values. The Company typically measures these investments at cost less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. We identified the valuation of these investments as a critical audit matter because of the significant judgement management uses to estimate the carrying value of the investments. This is a challenging audit area due to the subjectivity used in assessing whether observable price changes have occurred for investments that are identical or similar to the investment the Company holds, and inSecurities ~~assessing whether or not an investment is impaired.~~Owned

~~The~~As ~~following~~discussed ~~are~~within ~~the~~Notes ~~primary~~2 ~~procedures~~and we7, ~~performed~~as toof December ~~address~~31, ~~this critical~~2025, ~~audit~~the ~~matter.~~Company Wehad ~~obtained~~approximately an$46.5 ~~understanding~~million of ~~management’s~~marketable ~~process~~securities ~~for~~as ~~accounting~~well ~~for~~as ~~those~~$9.8 ~~investments~~million ~~which~~of dosecurities ~~not have~~owned. ~~readily~~The ~~determinable~~Company's ~~fair~~accounting ~~values.~~policies Wefor ~~considered~~such ~~the~~instruments ~~appropriateness~~are ofdiscussed ~~the~~within ~~Company’s~~Note ~~application~~3. Certain of ~~accounting~~these ~~policy~~investments byare ~~obtaining~~subject to ~~and~~restrictions ~~reviewing the Company’s analysis~~ and ~~confirming~~were ~~its~~classified ~~compliance~~as ~~with~~Level ~~accounting~~2 ~~principles~~or ~~generally~~Level ~~accepted~~3 in the ~~United~~fair ~~States. We~~value ~~tested~~hierarchy ~~the~~as ~~mathematical accuracy~~ of ~~the~~December ~~Company’s~~31, ~~carrying~~2025 ~~value~~as ~~calculations. We evaluated~~ the ~~accounting~~fair ~~conclusions~~value ~~reached~~of such byinvestments ~~the~~was ~~Company~~measured asusing tosignificant ~~whether~~other ~~or not any~~ observable ~~and~~inputs ~~orderly~~or ~~transactions~~using ~~had~~significant ~~occurred~~unobservable ~~for~~inputs. anWe ~~identical~~determined ~~or similar investment in~~ the ~~same~~valuation ~~issuer~~of ~~through~~these ~~reading~~Level ~~the~~2 ~~Company’s available financial~~ and ~~other~~Level ~~information~~3 ~~regarding~~investments ~~the~~subject ~~investee~~to ~~and~~restrictions ~~through~~to ~~public~~be ~~searches for~~a ~~corroborating~~critical oraudit ~~contradictory~~matter ~~information~~because ~~and indicators of impairment. Further, we evaluated~~ the ~~appropriateness~~assumptions used ofto ~~the~~measure ~~Company’s impairment~~fair ~~conclusions~~value ~~considering~~involved ~~this~~subjective ~~internal~~auditor judgment and ~~external~~changes ~~information.~~in ~~For~~these ~~certain~~assumptions ~~investments,~~could wehave ~~utilized~~had ~~our~~a ~~internal~~significant ~~valuation~~impact ~~group~~on ~~specialists to assess~~ the ~~appropriateness~~investments’ ofestimated ~~the~~fair ~~valuation methodologies~~values. WeSpecifically, ~~also~~subjective ~~evaluated~~auditor ~~the~~judgment ~~adequacy~~was ofrequired ~~the~~to ~~Company’s~~assess assumptions ~~disclosures~~related ~~in the notes~~ to the ~~consolidated~~discounts ~~financial~~for ~~statements~~lack inof ~~relation to this matter~~marketability.

~~/s/~~The following are the primary procedures we performed to address this ~~Marcum~~critical ~~LLP~~audit matter:

~~Marcum LLP~~(1) Reviewed the Company’s accounting policy and evaluated its consistency and compliance with U.S. generally accepted accounting principles by obtaining and reviewing management’s analyses,

~~We have~~(2) ~~served~~Tested as the ~~Company’s~~mathematical ~~auditor~~accuracy ~~since~~of ~~2022.~~management’s valuations,

(3)

Independently priced marketable securities against reliable third party sources, compared such prices against those used by the Company,

(4)

Involved internal valuation professionals with specialized skills and knowledge to assist in evaluating the Company’s methodologies applied, estimates used, and fair values concluded, and

(5)

Reviewed managements application (or lack thereof) for any discount for lack of marketability against applicable authoritative guidance.

Valuation of Employee and Non-Employee Stock-Based Compensation

As discussed within Note 11, during the year ended December 31, 2025, the Company recorded approximately $33.9 million of employee stock-based compensation expense and $21.0 million of non-employee stock-based compensation expense. The Company's accounting policy for stock-based compensation is discussed within Note 3. Auditing the Company’s accounting for stock-based compensation required auditor judgment due to the subjectivity used to estimate the fair value of the awards granted.

The following are the primary procedures we performed to address this critical audit matter:

(1)

Tested the mathematical accuracy of management’s valuations,

(2)

Involved valuation professionals with specialized skills and knowledge to assist in evaluating the Company’s fair value estimates for a selection of awards and evaluate the methodologies applied and fair values concluded,

(3)

Evaluated the significant assumptions used by management to calculate the fair value, and

(4)

Developed independent estimates of fair value and compared to fair values determined by management, for those grants selected for testing.

/s/ CBIZ CPAs P.C.

We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).

New York, New York

March 31, 2026

 F-3

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Dominari Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Dominari Holdings Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor from 2022 to 2025.

New York, NY

April 15, 2025

 F-24

DOMINARI HOLDINGS INC.

Consolidated Balance Sheets

($ in thousands except share and per share amounts)

	December 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	34,005		$	4,079
Cash and cash equivalents	$	4,079		$	2,833
Marketable securities		46,516			4,157
Marketable securities		5,773			13,547
Securities owned		9,756			1,616
Receivable from clearing brokers		173,~~279~~995			717,~~687~~279
Prepaid expenses and other assets		1,019			898
Long-term equity investments		11,744			12,282
Notes receivable, at fair value - current portion		-			3,177
Loans to employees		1,767			2,150
Total current assets		28,150			28,142
Right-of-use assets		2,721			2,944
Property and equipment, net		239			344
Notes receivable		—			902
Notes receivable, at fair value - non-current portion		902			1,129
Prepaid expenses and other assets		2,403			1,716
Long term equity investments		12,282			24,150
Total assets	$	112,907		$	47,125
Loans to employees		2,150			-
Right-of-use assets		2,944			3,335
Security deposit		458			458
Total assets	$	47,125		$	57,558
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	611		$	919
Accounts payable and accrued expenses	$	919		$	1,036
Accrued compensation and commissions		17,754			2,057
Accrued commissions		2,057			128
Accrued dividends payable		10,335			—
Contract liabilities - current		240			-
Contract liabilities		4,504			1,100
Lease liability - current		410			421
Lease liability		2,841			3,039
Other current liabilities		157			22
Income taxes payable		7,318			—
Total current liabilities		3,783			1,607
Other liabilities		173			157
Contract liabilities, less current portion		860			-
Total liabilities		43,536			7,272
Lease liability, less current portion		2,629			3,028
Total liabilities		7,272			4,635
Stockholders’ equity
Preferred stock, $.0001 par value, 50,000,000 authorized
Convertible Preferred Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding as of December 31, 2024 and 2023; liquidation value of $0.0001 per share		-			-
Convertible Preferred Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share		—			—
Convertible Preferred Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding as of December 31, 2024 and 2023; liquidation value of $0.0001 per share		-			-
Convertible Preferred Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share		—			—
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,037,022 and 5,995,065 shares issued as of December 31, 2024 and 2023, respectively; 6,976,874 and 5,934,917 shares outstanding as of December 31, 2024 and 2023, respectively		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,067,435 and 7,037,022 shares issued as of December 31, 2025 and 2024, respectively; 16,067,435 and 6,976,874 shares outstanding as of December 31, 2025 and 2024, respectively		—			—
Additional paid-in capital		~~263~~337,~~820~~505			~~262~~263,~~187~~820
Treasury stock, as of cost, 60,148 shares as of December 31, 2024 and 2023		(501	)		(501	)
Treasury stock, as of cost, 0 shares and 60,148 shares as of December 31, 2025 and 2024, respectively		—			(501	)
Accumulated deficit		(~~223~~268,~~466~~134	)		(~~208~~223,~~763~~466	)
Total stockholders’ equity		3969,~~853~~371			5239,~~923~~853
Total liabilities and stockholders’ equity	$	47112,~~125~~907		$	5747,~~558~~125

See accompanying notes to consolidated financial statements.

 F-35

DOMINARI HOLDINGS INC.

Consolidated Statements of Operations

($ in thousands except share and per share amounts)

	Years Ended December 31,
	2024			2023
	2025			2024
Revenues	$	~~18,146~~		$	~~2,039~~
Underwriting services	$	79,030		$	11,362
Carried interest		22,681			—
Commissions		19,551			6,065
Interest income		1,272			666
Principal transactions		(872	)		2,158
Other revenue		1,442			720
Total revenue		123,104			20,971
Operating costs and expenses
General and administrative		29,673			23,838
Compensation and benefits		145,270			21,980
Research and development		-			3
Advisory fees		21,108			116
Research and development - license acquired		-			(6	)
Legal fees		2,877			722
Total operating expenses		29,673			23,835
Professional and consulting fees		3,003			2,666
Loss from operations		(11,527	)		(21,796	)
Other expenses		6,572			4,189
Total operating expenses		178,830			29,673
Loss from operations		(55,726	)		(8,702	)
Other income (expenses)
Other income		8610			3686
Interest income		~~960~~65			~~716~~293
Gain on marketable securities, net		542,~~243~~276			~~630~~3,085
Realized and unrealized loss on note receivable, net		(2,347	)		(3,248	)
Realized and unrealized gain (loss) on notes receivable, net		221			(2,347	)
Change in carrying value of investments		~~(7,118~~—	)		~~780~~(7,118	)
Total other expenses		(3,176	)		(1,086	)
Total other income (expenses)		42,572			(6,001	)
Net loss	$	(14,703	)	$	(22,882	)
Net loss before income tax expense	$	(13,154	)	$	(14,703	)
Provision for income taxes		7,318			—
Net loss		(20,472	)		(14,703	)
Less: Net income attributable to non-controlling interests		1,963			—
Net loss attributable to common stockholders of Dominari Holdings Inc.	$	(22,435	)	$	(14,703	)
Net loss per share, basic and diluted
Basic and Diluted	$	(21.3857	)	$	(42.38	)
Weighted average number of shares outstanding, basic and diluted
Basic and Diluted		614,~~183~~285,~~397~~097			56,~~229~~183,~~477~~397

See accompanying notes to consolidated financial statements.

 F-46

DOMINARI HOLDINGS INC.

Consolidated Statements of Changes in Stockholders’ Equity

($ in thousands except share and per share amounts)

										Additional												~~Total~~Dominari Holding			Non-			Total
	Preferred Stock				Common Stock					Paid-in			Treasury Stock						Accumulated			Stockholders’			Controlling			Stockholders’
	Shares		Amount		Shares			Amount		Capital			Shares			Amount			Deficit			Equity			Interests			Equity
Balance at December 31, 2022		4,659	$	-		5,485,096		$	-	$	262,970			468,017		$	(3,322	)	$	(185,881	)	$	73,767
Balance at December 31, 2023		4,659	$	—		5,995,065		$	—	$	262,187			60,148		$	(501	)	$	(208,763	)	$	52,923		$	—		$	52,923
Stock-based compensation		-—		-—		1,~~179~~041,~~468~~957			-—		21,~~977~~633			-—			-—			-—			21,~~977~~633			—			1,633
Cancellation of common stock		-		-		(25,000	)		-		-			-			-			-			-
Net loss		—		—		—			—		—			—			—			(14,703	)		(14,703	)		—			(14,703	)
Purchase of treasury stock		-		-		-			-		-			236,630			(939	)		-			(939	)
Balance at December 31, 2024		4,659	$	—		7,037,022		$	—	$	263,820			60,148		$	(501	)	$	(223,466	)	$	39,853		$	—		$	39,853
Retirement of treasury stock		-		-		(644,499	)		-		(3,760	)		(644,499	)		3,760			-			-
Stock-based compensation - employees		—		—		1,210,969			—		33,978			—			—			—			33,978			—			33,978
Net loss		-		-		-			-		-			-			-			(22,882	)		(22,882	)
Issuance of common stock		—		—		3,911,054			—		13,551			—			—			—			13,551			—			13,551
Balance at December 31, 2023		4,659	$	-		5,995,065		$	-	$	262,187			60,148		$	(501	)	$	(208,763	)	$	52,923
Issuance of common stock from warrants exercised		—		—		1,418,538			—		5,628			—			—			—			5,628			—			5,628
Stock-based compensation		-		-		1,041,957			-		1,633			-			-			-			1,633
Stock-based compensation – advisors		—		—		2,550,000			—		21,029			—			—			—			21,029			—			21,029
Net loss		-		-		-			-		-			-			-			(14,703	)		(14,703	)
Retirement of treasury stock		—		—		(60,148	)		—		(501	)		(60,148	)		501			—			—			—			—
Balance at December 31, 2024		4,659	$	-		7,037,022		$	-	$	263,820			60,148		$	(501	)	$	(223,466	)	$	39,853
Dividends issued		—		—		—			—		—			—			—			(22,233	)		(22,233	)		—			(22,233	)
Distributions to non-controlling interest		—		—		—			—		—			—			—			—			—			(1,963	)		(1,963	)
Net loss		—		—		—			—		—			—			—			(22,435	)		(22,435	)		1,963			(20,472	)
Balance at December 31, 2025		4,659	$	—		16,067,435		$	—	$	337,505			—		$	—		$	(268,134	)	$	69,371		$	—		$	69,371

See accompanying notes to consolidated financial ~~statements.~~ statement

 F-57

DOMINARI HOLDINGS INC.

Consolidated Statements of Cash Flows

($ in thousands)

	Years Ended December 31,
	2024			2023
	2025			2024
Cash flows from operating activities
Net loss	$	(1420,~~703~~472	)	$	(2214,~~882~~703	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets		~~391~~223			~~359~~391
Depreciation		105			83105
Change in fair value of short-term investment		-			13
Change in carrying value of long-term investment		—			7,118
Change in carrying value of long-term investment		7,118			(793	)
Non-cash underwriting revenues		(27,327	)		(176	)
Non-cash warrant revenue		(176	)		-
Non-cash commission expense		20,341			—
Stock-based compensation		1,633			2,977
Stock-based compensation – employees		33,978			1,633
Realized (gain) loss on marketable securities		(6,489	)		1,180
Stock-based compensation – advisors		21,029			-
Unrealized (gain) loss on marketable securities		1,676			(1,049	)
Realized gain on marketable securities		(345	)		(6,489	)
Realized and unrealized loss on note receivable		2,347			3,248
Unrealized (gain) loss on marketable securities		(42,254	)		3,116
Realized gain on receiving shares in exchange of note receivable extension		-			(36	)
Unrealized (gain) loss on securities owned		(1,593	)		(1,440	)
Realized and unrealized (gain) loss on note receivable		(221	)		2,347
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(~~122~~451	)		(~~406~~122	)
Prepaid acquisition cost		-			301
Receivable from clearing brokers		13,284			(9,592	)
Receivable from clearing brokers		(9,592	)		(4,137	)
Accounts payable and accrued expenses		(309	)		(117	)
Accounts payable and accrued expenses		(117	)		376
Accrued compensation and commissions		15,697			1,929
Accrued commissions		1,929			(1,157	)
Contract liabilities		3,404			1,100
Contract liabilities		1,100			-
Right of use asset and liability, net		(198	)		(410	)
Lease liabilities		(410	)		(88	)
Income taxes payable		7,318			—
Other current liabilities		135			(99	)
Securities owned		441			(1,616	)
Notes receivable, at fair value – net interest accrued		57			(122	)
Other liabilities		91			135
Net cash used in operating activities		(15,118	)		(22,232	)
Notes receivable, at fair value - net interest accrued		(21	)		57
Net cash provided by (used in) operating activities		22,720			(16,734	)
Cash flows from investing activities
Purchase of marketable securities		(718,~~826~~034	)		(346,~~125~~210	)
Sale of marketable securities		2117,~~174~~857			2721,~~574~~174
Purchase of fixed assets		-			(427	)
Collection of principal on note receivable		1,144			1,000
Acquisition of FPS, net of cash acquired and receivable owed from FPS		-			(1,112	)
Loans to employees		—			(2,390	)
Collection of principal on note receivable		1,000			1,102
Purchase of long-term investments		—			(150	)
Loans to employees		(2,390	)		(107	)
Redemption of long-term investments		538			4,316
Purchase of long-term investments		(150	)		(75	)
Collection of loans to employees		383			240
Redemption of long-term investments		4,316			-
Net cash provided by investing activities		1,888			17,980
Collection of loans to employees		240			-
Net cash provided by (used in) investing activities		16,364			(7,170	)
Cash flows from financing activities
Purchase of treasury stock		-			(939	)
Cash paid for Dividends		(11,898	)		—
Net cash used in financing activities		-			(939	)
Distributions to non-controlling interest		(1,963	)		—
Net increase (decrease) in cash and cash equivalents		1,246			(30,341	)
Cash from issuance common stock, net of offering cost		13,551			—
Cash and cash equivalents, beginning of period		2,833			33,174
Cash from issuance common stock for exercised warrants		5,628			—
Cash and cash equivalents, end of period	$	4,079		$	2,833
Net cash provided by financing activities		5,318			—
Cash paid for interest and taxes	$	9		$	686
Net increase in cash and cash equivalents		29,926			1,246
Non-cash investing and financing activities
Cash and cash equivalents, beginning of period		4,079			2,833
Receiving shares in exchange of note receivable extension	$	-		$	179
Cash and cash equivalents, end of period	$	34,005		$	4,079
Note receivable principal and interest receivable reduced due to receiving shares	$	-		$	143
Cash paid for interest and taxes	$	485		$	9
Transfer from long-term investment to marketable securities	$	1,033		$	-
Supplemental cash flow disclosures including non-cash activities:
On March 27, 2023, the Company acquired all assets and liabilities of FPS:
Transfer from long-term investment to marketable securities	$	—		$	1,033
Net assets acquired, net of cash acquired and receivable owed from FPS	$	-		$	3,112
Right-to-use assets established	$	228		$	—
Less - Deposit previously transferred in October 2022 to FPS	$	-		$	(2,000	)
Operating lease liabilities established	$	228		$	—
Net cash paid	$	-		$	1,112

See accompanying notes to consolidated financial statements.

 F-68

DOMINARI HOLDINGS INC.

Notes to Consolidated Financial Statements

Note 1. Organization and Description of Business and Recent Developments

Organization and Description of Business

Dominari Holdings Inc. (the “Company”), formerly ~~AIkido~~Aikido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by Dominari Labs, LLC (formerly Aikido Labs, LLC). In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker- dealer, a member of the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities is also licensed to provide investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

On September 9, 2022, Dominari Financial entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer, a member of FINRA and an investment adviser registered with the SEC. Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from the Seller 100% of the membership interests in FPS (the “Membership Interests”). The registered broker-dealer and investment adviser businesses will be operated as a wholly owned subsidiary of Dominari Financial. The FPS Purchase Agreement provided for ~~Dominari~~ ~~Financial~~Dominari Financials’s acquisition of FPS’ Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari Financial paid to the Seller $2.0 million in consideration for a transfer by the Seller to Dominari Financial 20% of the FPS Membership Interests. Following the Initial Closing, FPS filed a continuing ~~membership~~ membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). The Rule 1017 Application was approved by FINRA on March 20, 2023. The second closing occurred on March 27, 2023. Dominari Financial paid to the Seller an additional $1.4 million in consideration for a transfer by the Seller to Dominari Financial of the remaining 80% of the Membership Interests. As a result of the ownership change, FPS was renamed ~~Dominari~~ Dominari Securities LLC.

On October 13, 2023, the Company entered into two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment Manager”), which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

On May 21, 2024, Dominari Financial and Heritage Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari Financial Heritage Strategies LLC (“DFHS”). The JV Agreement governs the operation of DFHS, including the distributions to the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. Pursuant to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS. Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”). The Company holds a ninety percent (90%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Note 2. Liquidity and Capital Resources

The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past equity offerings.

As of December 31, 2024, the Company has approximately $4 million of cash and cash equivalents and $5.8 million of marketable securities. Additionally, the Company had approximately $17 million in receivable from clearing brokers. As disclosed in Note 18, subsequent to December 31, 2024, the Company raised approximately $13.5 million. All of such funds are available to fund the Company’s operations. Based upon projected cash flow requirements, the Company has adequate cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations to fund its operations for at least the next twelve months from the date of the issuance of these consolidated financial statements. F-9

~~F-7~~As of December 31, 2025, the Company has approximately $34.0 million of cash and cash equivalents and $46.5 million of marketable securities as well as $9.8 million of securities owned. Additionally, the Company had approximately $4.0 million in receivable from clearing brokers. As disclosed in Note 18, subsequent to December 31, 2025, the Company sold it shares of American Bitcoin Corp (“ABTC”) common stock of $39.4 million included in marketable securities at December 31, 2025 (please see Note 5 for further information about ABTC). Unless otherwise noted, all such funds are available to fund the Company’s operations. Based upon projected cash flow requirements, the Company has adequate cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations to fund its operations for at least the next twelve months from the date of the issuance of these consolidated financial statements.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC.

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, ~~Aikido~~Dominari Labs LLC (formerly, Aikido Labs LLC), Dominari Financial Inc., Dominari IM LLC, Dominari Manager LLC and Dominari Securities along with American Ventures IM LLC and American Ventures Manager LLC, both of which are owned 90% by the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

Joint Ventures

On May 21, 2024, the Company entered into a limited liability company operating agreement to form Dominari Financial Heritage Strategies LLC (“DFHS”). The Company has a 50% interest in DFHS. The purpose of DFHS is to sell various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. The Company has determined it is not the primary beneficiary of DFH and thus will not consolidate the activities in its consolidated financial statements. The Company will account for its interest in DFHS under the equity method accounting in accordance with ASC 323. As of December 31, ~~2024~~2025, there has been no material activity in DFHS.

Use of Estimates

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, , marketable securities, securities owned, the valuation of long-term equity investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

Concentration of Cash

The Company maintains cash balances at four financial institutions in checking accounts. From time to time, the Company’s cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. As of December 31, ~~2024 and 2023~~2025, the Company had $1.8 million in cash and $32.2 in cash equivalents and no cash equivalents as of December 31, 2024.

Marketable Securities

Marketable securities are classified as trading and are carried at fair value. The Company’s marketable securities consist of highly liquid mutual funds, exchange-traded & closed-end funds which are valued at quoted market prices, as well as common stock and warrants of publicly listed companies ~~received as consideration for underwriting services provided~~.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Property and equipment held under finance leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

F-8

Research and Development

Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

 F-10

Accounting for Warrants

The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).

Stock-based Compensation

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award.

Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on either the simplified method, if applicable, which is the half-life from vesting to the end of its contractual term or when applicable, probability estimates of expected exercises of such options.

Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend - Through December 31, 2024, the Company has never declared or paid any cash dividends on its common shares and did not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in its valuation models. Subsequent to December 31, 2024, on February 11, 2025, the Company declared a special cash dividend.

The Company accounts for forfeitures as they occur.

Fair Value

The Company uses three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

Securities owned

 F-11

Equities

A portion of the Company’s equity securities, which are held by Dominari Securities, are subject to restrictions as disclosed in Note 7. Equities that have periods of contractual trading restrictions, discounts were considered in determining fair value The Company’s significant unobservable inputs, included the implied probability of 15% of certain marketplace transactions and events occurring which would permit the sale of equities held. These equities are included in securities owned.

Warrant Investments

The following inputs are considered for determining the fair values of warrants:

●

The underlying stock price is equal to the closing price of the underlying stock as of the measurement date.

●

The expected remaining term is equal to the time to expiration of the warrant investment.

●

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price.

●

Fair Value Option - Short-term Note and Convertible Note

F-9

Long-term Equity Investments and marketable securities

The Company holds certain strategic investments that are not part of its broker-dealer trading activities. The Company accounts for long-term equity investments under Accounting Standards Codification (“ASC”) 321 “Investments-Equity Securities” (“ASC 321”). In accordance with ASC 321, equity securities with readily determinable fair values are accounted for at fair value based on quoted market prices. Any equity securities with a readily determinable fair value are included within marketable securities on the accompanying consolidated balance sheet. Equity securities without readily determinable fair values are accounted for either at net asset value or using the measurement alternative. Under the measurement alternative, the equity investments are measured at cost, less any impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments are accounted for under ASC 321 using the measurement alternative. Equity method investments and other long-term investments that are not part of our broker-dealer trading activities are included in “long term equity investment” on the consolidated balance sheet. These investments are generally strategic in nature and are not actively traded. Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations.

 F-12

Receivable from Clearing Brokers

Receivable from Dominari Securities’ clearing brokers consisted of approximately $151.4 million of liquid insured deposits, and $12.31 million of commissions receivable , and $0.65 million of of good faith deposits maintained by the Company with its clearing brokers as of December 31, ~~2024~~2025. Receivable from Dominari Securities’ clearing brokers consisted of approximately $715.24 million of liquid insured deposits, $1.3 million of commissions receivable and $0.5 6 million of good faith deposits maintained by the Company with its clearing brokers as of December 31, ~~2023~~2024. Such amount is stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated losses resulting from the inability of its clearing brokers to make required payments. Management considers the following factors when determining the collectability of specific accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. As of December 31, ~~2024~~2025 and ~~2023~~2024 an allowance for credit losses was not deemed necessary.

Leases

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 9 - Leases).

F-10

Revenue

The Company recognizes revenue under ASC 606 - Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

The following provides detailed information on the recognition of the Company’s revenue from contracts with customers:

● Underwriting services include underwriting and private placement agent services in both the public and private equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public and private debt. Underwriting and placement agent revenue are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. The Company expenses any costs associated with underwriting transactions and they are recorded on a gross basis within the general and administrative line item in the consolidated statements of operations as the Company is acting as a principal in the arrangement. The Company applies the practical expedient under ASC 606, as any such costs would by amortized in one year or less. The Company also provides investment banking services. Investment banking services typically include fees earned for acting as a financial advisor for mergers and acquisitions or similar transactions. These services provided by the Company are not distinct from the potential transaction that may occur. Due to this, the Company believes the performance obligation for providing investment banking services is satisfied when the earliest occurs (i) termination of the engagement letter, (ii) expiration of engagement letter or (iii) successful transaction has occurred. ~~Any non-cash consideration earned by the Company in providing the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is recognized.~~

Any non-cash consideration earned by the Company in providing the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is recognized. The Company records such Non-Cash Consideration on the date at which its performance obligation is fulfilled using the date of contract inception as the fair value measurement date, as required by FASB ASC 606-10-32-21 and recorded as underwriting revenues. Any changes resulting from the form of the consideration after contract inception (e.g. fair value) are not included in the transaction price and, therefore, are included in principal transactions. To the extent changes in the noncash consideration occur for reasons other than the form of the consideration (e.g., notional quantity of instruments provided is based upon the Company’s performance), the Company applies relevant guidance on variable consideration, constraining such amounts until the associated uncertainty is resolved. Similarly, any commissions or compensation expense from providing non-cash consideration provided to employees and is recognized at fair value in accordance with ASC 820 on the same date.

●

Commissions are earned by executing transactions for clients primarily in equity, equity-related, and debt products. Commission revenue associated with trade execution are recognized at a point in time on trade-date. Commissions revenue are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement date and are included in receivable from clearing brokers on the accompanying consolidated balance sheet.

●	Account advisory and management fees are two revenue streams which are both recognized over time. Please see further description below:
	o	The Company earns revenue for performing account advisory and investment advisory services for customers based on contractually fixed rates applied, as a percentage, to the market value of assets in a customer’s account. The performance obligation for investment advisory services is considered a series of distinct services that are substantially the same and are satisfied each day of the contract and are recognized as revenue over time. Investment advisory fees are payable in arrears on a quarterly basis.
	o	Management fees represent asset-based fees received in exchange for providing management services to certain related party pooled investment vehicles (funds). These fees are charged based upon contractually fixed rates applied, as a percentage, to the total assets of those pooled investment vehicles managed by the Company at the date upon which an investor subscribes into the fund, subsequently deferred. The Company recognizes these revenues over time as the Company has determined that the customer simultaneously receives and consumes the benefits of the management services as they are provided. Revenues are typically recognized over a period of five years, which the Company has estimated to be a reasonable estimate of the period during which the Company shall provide management services.
	Contract liabilities relate to payments received in advance of performance under the contract and are the result of remaining performance obligations for management services. Contract liabilities are recognized as revenues when the Company provides ongoing investment management services. During the year ending December 31, 2024, Manager received approximately $1.2 million of cash which will be recognized over time. As of December 31, 2024, $1.1 million of such revenue has been deferred and is included in contract liabilities on the accompanying consolidated balance sheet. Approximately $0.2 million is expected to be recognized during the year ending December 31, 2025, and is recorded in current liabilities. The remaining balance is expected to be recognized through 2029.

 F-13

● ~~Other~~Carried ~~revenue~~interest ~~includes~~fees ~~revenues~~are ~~such~~earned asbased ~~miscellaneous~~on ~~fees~~performance ~~and~~of ~~reimbursed~~the ~~expenses.~~vehicle ~~Other~~during ~~revenue~~the isperiod, ~~recognized~~subject asto ~~revenue~~the ~~ratably~~achievement ~~over~~of ~~the~~minimum ~~period~~return ~~that~~levels, ~~such~~or ~~services~~high-water ~~are~~marks, ~~provided~~in ~~which~~accordance ~~are~~with ~~distinct~~the ~~from~~respective ~~the~~terms ~~services~~set ~~provided~~out in ~~other~~each ~~periods~~vehicle’s governing agreements. ~~Type~~Carried ofinterest ~~other~~is ~~revenue~~a ~~include~~form ~~trailing~~of ~~fees~~variable ~~for~~consideration ~~mutual~~in ~~funds~~the ~~12b-~~Company’s 1,contracts ~~variable~~with ~~annuity,~~investment ~~fixed~~management ~~annuities,~~customers and ~~insurance~~is ~~products~~fully constrained at contract inception. ~~These~~Carried ~~trailing~~interest fees are ~~paid~~not byrecognized ~~product~~as ~~partners~~revenue ~~for~~until ~~ongoing~~(a) ~~services~~it ~~and/~~is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or ~~advice~~(b) ~~provided~~the touncertainty ~~underlying~~associated ~~investor~~with ~~accounts~~the variable consideration is subsequently resolved. ~~Trailing~~Carried ~~fees~~Interest Fees are typically recognized as ~~income~~revenue when ~~earned~~realized at the end of the measurement period. Once realized, ~~usually~~such ~~monthly~~fees are not subject to claw back or ~~quarterly~~reversal. asDuring ~~net~~the ~~asset~~year ~~value~~ended isDecember ~~determined~~31, 2025, the Company recognized carried interest of $22.7 million.

~~F-11~~● Account advisory and management fees are two revenue streams which are both recognized over time. Please see further description below:

The Company earns revenue for performing account advisory and investment advisory services for customers based on contractually fixed rates applied, as a percentage, to the market value of assets in a customer’s account. The performance obligation for investment advisory services is considered a series of distinct services that are substantially the same and are satisfied each day of the contract and are recognized as revenue over time. Investment advisory fees are payable in arrears on a quarterly basis.

Management fees represent asset-based fees received in exchange for providing management services to certain related party pooled investment vehicles (funds). These fees are charged based upon contractually fixed rates applied, as a percentage, to the total assets of those pooled investment vehicles managed by the Company at the date upon which an investor subscribes into the fund, subsequently deferred. The Company recognizes these revenues over time as the Company has determined that the customer simultaneously receives and consumes the benefits of the management services as they are provided. Revenues are typically recognized over a period of five years, which the Company has estimated to be a reasonable estimate of the period during which the Company shall provide management services.

Principal transactions are recorded on a trade-date basis (as if they had settled). Realized and unrealized gains and losses arising from all securities transactions entered into for the account and risk of the Company are recorded in principal transactions in the accompanying statement of operations. These gains and losses are not in scope for ASC 606 as they are not generated from contracts with customers.

Contract liabilities relate to payments received in advance of performance under the contract and are the result of remaining performance obligations for management services. Contract liabilities are recognized as revenues when the Company provides ongoing investment management services. During the year ending December 31, 2025, Manager received approximately $3.6 million of cash which will be recognized over time. As of December 31, 2025, $4.5 million of such revenue has been deferred and is included in contract liabilities on the accompanying consolidated balance sheet. Approximately $1.0 million is expected to be recognized during the year ending December 31, 2026.The remaining balance is expected to be recognized through 2030

●

Other revenue includes amounts recognized over time and at a point in time. Amounts recognized over time are recognized ratably over the period that such services are provided which are distinct from the services provided in other periods. Types of other revenue include trailing fees for mutual funds 12b-1, variable annuity, fixed annuities, and insurance products. These trailing fees are paid by product partners for ongoing services and/or advice provided to underlying investor accounts. Trailing fees are recognized as income when earned, usually monthly or quarterly as net asset value is determined. As the value of the eligible assets in an advisory account is susceptible to changes due to customer activity, this revenue includes variable consideration and is constrained until the date that the fees are determinable.

Compensation and benefits

Compensation and benefits includes fixed salaries, commissions (paid in either cash or in securities), related benefits and stock-based compensation incurred on an accrual basis. The Company has a defined contribution 401(k) plan that covers all employees and allows an employer contribution of up to 50% of the first 3% of each participating employee’s eligible compensation contributed to the plan and 50% of the next two percent of each participating employee’s eligible compensation. Participants are 100% vested in these matching contributions when they are made. Eligible employees may elect to defer pre-tax contributions regulated under Section 401(k) of the Internal Revenue Code. The Company’s matching contributions are included in compensation and benefits in the consolidated statements of operations. Please see “ Stock based compensation” section above for additional information on stock-based compensation accounting policies.

Income Taxes

The Company uses the asset and liability ~~method~~ method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary difference resulting from matters that have been recognized in the Company’s consolidated financial statement or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities measured at the enacted tax rates in effect for the year in which these items are expected to reverse. ~~The~~A ~~Company assesses~~change to the ~~likelihood that its deferred~~ tax ~~assets~~rates ~~will~~used ~~be recovered from future taxable income and,~~ to ~~the~~measure ~~extent it believes, based upon~~ the ~~weight~~Company’s ofdeferred ~~available~~taxes ~~evidence, that it~~ is ~~more likely than not that all or a portion of the deferred tax assets will not be realized,~~recognized ain ~~valuation allowance is established through a charge to~~ income ~~tax~~during ~~expense.~~the ~~Potential~~period ~~for~~in ~~recovery~~which ~~of deferred tax assets is evaluated by estimating~~ the ~~future~~new ~~taxable~~rate(s) ~~profits~~were ~~expected and considering prudent and feasible tax planning strategies.~~enacted

AsThe ~~required by the provisions of ASC 740, the~~ Company recognizes ~~the~~deferred ~~financial statement benefit of a~~ tax ~~position~~assets ~~only~~to the ~~after~~extent ~~determining that~~ the ~~relevant~~Company’s ~~tax~~assets ~~authority~~are ~~would~~ more likely than not ~~sustain~~to ~~the~~be ~~position following an audit~~realized. ~~For~~In ~~tax~~making ~~positions~~such ~~meeting~~a ~~the more likely than not threshold~~determination, the ~~amount~~Company ~~recognized~~considers inall ~~the~~available ~~consolidated~~positive ~~financial~~and ~~statements~~negative isevidence, including the ~~largest~~future ~~benefit~~reversals ~~that~~of ~~has~~existing ataxable ~~greater~~temporary ~~than~~differences, 50projected ~~percent~~future taxable ~~likelihood~~income exclusive of ~~being~~reversing ~~realized~~temporary ~~upon~~differences ~~ultimate settlement~~and ~~with~~carryforwards, ~~the relevant~~ tax-planning ~~authority.~~strategies, ~~Differences~~taxable ~~between~~income ~~tax~~in ~~positions~~prior ~~taken~~carryback years orif ~~expected~~permitted tounder ~~be taken in a~~ tax ~~return~~law, and the ~~net benefit~~results ~~recognized~~from ~~and~~prior ~~measured~~years. ~~pursuant~~If to the ~~interpretation~~Company ~~are~~determines ~~referred~~it tois asmore ~~“unrecognized~~likely ~~benefits.”~~than Anot ~~liability~~that isall or ~~recognized~~a ~~for~~portion anof ~~unrecognized~~a deferred tax ~~benefit~~asset ~~because~~will itnot ~~represents~~be anrealized, ~~enterprise’s~~a ~~potential~~valuation ~~future~~allowance ~~obligation~~is torecorded ~~the~~with ~~taxing authority for~~ a ~~tax~~charge ~~position~~to ~~that~~income ~~was~~tax ~~not~~expense. ~~recognized~~Alternatively, if asthe aCompany ~~result~~determines ofthat ~~applying~~all ~~the~~or ~~provisions~~a portion of ~~ASC~~a ~~740.~~deferred Iftax ~~applicable,~~asset ~~interest~~previously ~~costs~~not ~~and~~meeting ~~penalties related~~the tomore ~~unrecognized~~likely ~~tax~~than ~~benefits~~not ~~are~~threshold ~~required to~~ will be ~~calculated~~realized, ~~and~~the ~~would~~Company bereduces ~~classified~~its asvaluation ~~interest~~allowance and ~~penalties~~recognizes ina ~~general~~benefit ~~and administrative expense~~ in ~~the~~income ~~statement~~tax ~~of operations~~expense.

~~Long~~ F-~~term Equity Investments~~ 14

The Company ~~accounts~~recognizes ~~for~~and ~~long-term~~measures ~~equity investments~~uncertain ~~under~~tax ~~Accounting~~benefits ~~Standards~~in ~~Codification~~accordance (“with ASC”) ~~321~~740 ~~“Investments—Equity~~based ~~Securities”~~on ~~(“ASC~~a ~~321”). In~~two-step ~~accordance~~process ~~with~~in ~~ASC~~which ~~321,~~(1) ~~equity~~the ~~securities~~Company ~~with~~determines ~~readily~~whether ~~determinable~~it ~~fair~~is ~~values~~more ~~are~~likely ~~accounted~~than not ~~for~~that atthe ~~fair~~tax ~~value~~position ~~based~~will onbe ~~quoted~~sustained ~~market prices.~~based ~~Any~~on ~~equity~~the ~~securities~~technical ~~with~~merits aof ~~readily~~the ~~determinable~~position, ~~fair~~and ~~value~~(2) ~~are~~for ~~included~~those ~~within~~tax ~~marketable~~positions ~~securities~~that onmeet the ~~accompanying consolidated~~ ~~balance~~more-likely-than-not ~~sheet.~~recognition ~~Equity~~threshold, ~~securities~~the ~~without~~Company ~~readily~~recognizes ~~determinable~~the ~~fair~~largest ~~values~~amount ~~are~~of ~~accounted~~tax ~~for~~benefit ~~either~~that atis ~~net~~more ~~asset~~than ~~value~~fifty orpercent ~~using~~likely to ~~the~~be ~~measurement alternative.~~realized ~~Under~~upon ~~the~~ultimate ~~measurement~~settlement ~~alternative,~~with the ~~equity~~related ~~investments~~tax ~~are~~authority. ~~measured~~If ~~at cost~~applicable, ~~less~~interest ~~any~~costs ~~impairment,~~and ifpenalties ~~any,~~related ~~plus~~to ~~or minus~~unrecognized ~~changes~~tax ~~resulting~~benefits ~~from~~are ~~observable~~required ~~price~~to ~~changes~~be incalculated ~~orderly~~and ~~transactions~~would ~~for~~be ~~the~~classified ~~identical~~as orinterest aand ~~similar~~penalties ~~investment~~in ofgeneral and administrative expense in the ~~same~~statement ~~issuer~~of operations.

Recently Adopted Accounting Standards

In ~~October~~December ~~2021~~2023, the ~~Financial Accountings Standards Board (“~~FASB”) issued Accounting Standards Update (“ASU”) ~~2021~~2023-0809, ~~Business~~“Income ~~Combinations~~Taxes (Topic ~~805~~740): ~~Accounting for~~Improvements ~~Contract~~to ~~Assets~~Income Tax Disclosures” which enhances the transparency and ~~Contract~~decision ~~Liabilities~~usefulness ~~from~~of ~~Contracts~~income ~~with~~tax ~~Customers~~disclosures. Adjustments to the annual disclosure of income taxes include: (~~“ASU~~1) ~~2021-08”~~A tabular rate reconciliation comprised of eight specific categories, (2). ~~This~~Incomes ~~update~~taxes ~~amends Topic 805 to~~paid, ~~add~~disaggregated ~~contract~~between ~~assets~~significant national, state, and ~~contract~~foreign ~~liabilities~~jurisdictions, (3) Eliminates requirements to disclose the ~~list~~nature and estimate of ~~exceptions~~reasonably possible changes to unrecognized tax benefits in the ~~recognition~~next ~~and~~12 ~~measurement~~months ~~principles~~or that ~~apply~~ toan ~~business~~estimated ~~combinations~~range cannot be made, and (4) Adds a requirement to ~~require~~disclose ~~that~~income an(or ~~entity~~loss) from continuing operations before income tax expense (~~acquirer~~or benefit) ~~recognize~~by national and ~~measure~~foreign, ~~contract~~and ~~assets~~income tax expense (or benefit) from continuing operations disaggregated between national, state and ~~contract~~foreign. ~~liabilities~~The ASU is effective for public business entities for fiscal years beginning inon ~~accordance~~or after December 15, 2024 with ~~ASC~~ ~~606~~early adoption permitted. The ~~Company~~amendments ~~adopted~~ in ASU ~~2021~~2023-~~08 on~~09 were adopted by the Company as of January 1, 2025 ~~2023~~on a prospective basis. There was no material impact to the Company’s ~~consolidated~~ financial statements ~~from~~as ~~the~~a ~~implementation~~result of adopting ASU ~~2021~~2023-0809.

In ~~June~~November ~~2022~~2024, the FASB issued ASU ~~2022~~ No. 2024-03, ~~Fair~~ ~~Value~~“Income ~~Measurement~~Statement of- ~~Equity~~Reporting ~~Securities~~Comprehensive ~~Subject~~Income to- ~~Contractual~~Expense ~~Sale~~Disaggregation ~~Restrictions,~~Disclosures.” toThis ~~clarify~~ASU requires that aeach ~~contractual~~interim and ~~restriction~~annual onreporting ~~the sale~~period, of an ~~equity~~entity ~~security~~discloses ismore ~~not~~information ~~considered~~about ~~part of~~ the ~~unit~~components of ~~account~~certain ofexpense ~~the~~captions ~~equity~~that ~~security and, therefore,~~ is ~~not~~currently ~~considered~~ disclosed in ~~measuring~~ the ~~fair~~financial ~~value of the equity security~~statements. ~~ASU 2022-03 also~~ ~~clarifies~~This ~~that~~update anis ~~entity cannot recognize and measure a contractual sale restriction as a separate unit of account. The amendments in ASU 2022-03 may be early adopted and are~~ effective ~~on a prospective basis~~ for ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2023, and interim periods within those fiscal years~~2026. ~~The~~Early ~~Company~~adoption ~~adopted ASU~~is ~~2022-03 on~~permitted. ~~January~~Management 1,is ~~2024.~~currently ~~There~~evaluating ~~was~~the noeffects ~~material~~this ~~impact~~guidance towill ~~the~~have ~~Company’s~~on ~~consolidated~~its financial statements ~~from the implementation of ASU 2022-03~~.

F-12

In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted ASU 2023-01 on January 1, 2024. There was no material impact to the Company’s consolidated financial statements from the implementation of ASU 2023-01.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant segment expenses and other segment items for public entities on both an annual and interim basis. Specifically, the update required that entities provide, during interim periods, all disclosures related to a reportable segment’s profit or loss and assets that were previously required only on an annual basis. Additionally, this guidance necessitates the disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). The new guidance does not modify how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. The Company adopted this ASU during the year ended December 31, 2024.

Effect of new accounting pronouncements to be adopted in future periods

InReclassification ~~December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure~~ of ~~incremental~~prior ~~income tax~~year information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.amounts

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or stockholders’ equity.

Note 4. Marketable Securities

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements of operations, are as follows ($ in thousands):

	Years Ended December 31,
	2024			2023
	2025			2024
Realized gain (loss)	$	6,489		$	(1,180	)
Realized gain / (loss)	$	(345	)	$	5,771
Unrealized gain (loss)		(1,676	)		1,049
Unrealized gain / (loss)		42,254			(3,116	)
Interest and dividend income		~~430~~367			~~761~~430
Total	$	542,~~243~~276		$	~~630~~3,085

 F-1315

Note 5. Long-Term Equity Investments

The Company holds interests in several privately held companies as long-term investments. The following table presents the Company’s long-term investments as of December 31, ~~2024~~2025 and ~~2023~~2024 ($ in thousands):

	December 31, 2024				December 31, 2023
	December 31, 2025				December 31, 2024
	Cost Basis		Carrying Value		Cost Basis		Carrying Value
Investment in Kerna Health	$	2,140	$	4,940	$	2,140	$	4,940
Investment in Kaya Now, Inc.		-		-		1,500
Investment in Big Sky Opportunities Fund LLC (Tevva Motors Limited)*		-		-		1,972		2,794
Investment in Unusual Machines ***		-		-		1,075		1,033
Investment in Revere Master SPV Series 1 (Qxpress Pte Ltd)*		1,000		1,000		1,000		1,000
Investment in MW LSV MasterClass, LLC (Yanka Industries, Inc. d.b.a. Masterclass)*		170		170		170		170
Investment in Payward, Inc. and MWSI VC Kraken-II, LLC (Payward, Inc. d.b.a.Kraken)* *		597		364		597		~~597~~364
Investment in Aeon Partners Fund Series EG (Epic Games, Inc.)*		3,500		2,248		3,500		32,~~500~~248
Investment in Tesspay, Inc. and Revere Master SPV Series VI (TessPay, Inc.)**		1,240		1,240		1,240		21,~~679~~240
Investment in Aeon Partners Fund Series G (SpaceX, Inc.)*		-		-		3,500		4,867
Investment in Aeon Partners Fund Series DB (Databricks, Inc.)*		—		—		716		538
Investment in Aeon Partners Fund Series DB (Databricks, Inc.)*		716		538		1,200		842
Investment in Discord Inc.		476		476		476		476
Investment in Thrasio, Inc.		~~300~~—		-—		300		~~300~~—
Investment in Automation Anywhere, Inc.		476		397		476		~~476~~397
Investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI)*		100		109		-100		-109
Investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.)*		25		25		-25		-25
Investment in Dominari Master SPV LLC Series XII (Groq, Inc.)*		25		25		-25		-25
Investment in AdvEn Inc.		750		750		-750		-750
Investment in Forge Investments LLC Series Fund FG-MHM (Anduril Industries, Inc.)*		-		-		476		476
Total	$	10,499	$	11,744	$	11,515	$	12,282
Total	$	11,515	$	12,282	$	19,622	$	24,150

Investments made in these companies are through a Special Purpose Vehicle (“SPV”). The SPV is the holder of the actual stock. The Company does not hold these stock certificates directly.

**	Investments made in these companies are through both an SPV and direct investments.
***	Underlying company had an IPO transaction during 2024. The Company has included the underlying investment in marketable securities as of December 31, 2024.

Investment made in these companies are through both an SPV and direct investments.

FThe Company had no changes to the carrying values for the year ended December 31, 2025, and recorded a decrease in the carrying values of approximately $7.1 million for the year ended December 31, 2024. Please see below details of the changes in carrying value by investment. The decrease in total carrying value of the Company’s long-14term equity investments in 2025 from $12.2 million to $11.7 million is as a result of the sale of the Company’s Databricks investment for $0.5 million as detailed below.

The Company recorded a decrease in the carrying values of approximately $6.4 million for the year ended December 31, 2024. Please see below details of the changes in carrying value by investment.

Investment in Aeon Partners Fund Series G (SpaceX, Inc.)

The Company redeemed its holdings in SpaceX in April of 2024 totaling 36,842 shares of participating membership unites of SpaceX for $3.5 million. This resulted in the Company recording a decrease in the carrying value of the investment for the fiscal year ended December 31, 2024.

Investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI)

On May 2, 2024, the Company entered into an agreement (the “xAI Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 100,000 Series XI xAI Units for $0.1 million. During the Company’s fourth quarter 2024 review of the xAI investment, the Company noted a fourth quarter ~~funding~~ funding round that slightly increased the carrying value. As a result, as of December 31, 2024, the ~~company~~Company recorded an increase in the ~~carrying~~ carrying value of $9 thousand with no change for the fiscal year ended December 31,~~113~~ 2025.

Investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.)

On June 17, 2024, the Company entered into an agreement (the “Cerebras Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 25,000 Series XI Cerebras Units for $25,000.

Investment in Dominari Master SPV LLC Series XII (Groq, Inc.)

On July 25, 2024, the Company entered into an agreement (the “Groq Agreement”) with Dominari Master SPV LLC whereby the Company agreed to purchase 25,000 Series XII Groq Units for $25,000.

Investment in Unusual Machines

Unusual Machines, Inc, an emerging leader in first-person view (FPV) drone technology, closed its initial public offering of common stock on February 14, 2024 at a public offering price of $4 per share and the shares began trading on the NYSE American under the ticker symbol “UMAC”. As of December 31, 2024, the value of the Company’s holdings in UMAC are presented within the Marketable Securities line item of the financial statements, as the investment has a readily determinable fair value.

Investment in Big Sky Opportunities Fund LLC (Tevva Motors Limited)

On September 22, 2021, the Company entered into a securities purchase agreement (the “Tevva Motors Subscription Agreement”) with Big Sky Opportunities Fund, LLC, who handled the offering for Tevva Motors. As of December 31, 2023 the investment was valued at $2.8 million. During the second quarter of 2024, the Company identified indicators of impairment for the Tevva investment as a result of liquidity concerns. As a result, the Company recorded an impairment charge of approximately $2.8 million and the investment in Tevva was valued at $0 as of December 31, 2024.

Investment in Tesspay, Inc. and Revere Master SPV Series VI (TessPay, Inc.)

On March 23, 2022, the Company entered into a securities purchase agreement (the “Tesspay Securities Purchase Agreement”) with Tesspay. Under the Tesspay Securities Purchase Agreement, the Company agreed to purchase 1,000,000 shares of common stock of Tesspay for approximately $0.2 million. The Company also invested an additional $1.0 million for pre-IPO shares with Revere Master SPV LLC-Series VI, who handled the offering for Tesspay. As of December 31, 2023 the investment was valued at $2.7 million. Management noted that Tesspay filed an amendment to its SEC Form S-1 Registration Statement on April 30, 2024 wherein Tesspay disclosed its intent to IPO at between $5.0 and $6.0 price per share. However, given the uncertainty around the probability of the timing of an IPO, the Company has written its investment down to its cost basis. Through the fiscal ~~year~~ years 2024 the Company ~~has~~ recorded a decrease in the carrying value of the investment of $1.4 million, with a carrying value of $1.2 million as of December 31, 2025 and 2024.

 F-1516

Investment in Forge Investments LLC Series Fund FG-MHM (Anduril Industries, Inc.)

The Company redeemed its holdings in Anduril in November of 2024 totaling 14,880 shares of participating membership unites of Fund FG-MHM for net proceeds of $0.5 million. This resulted in the Company recording a decrease in the carrying value of the investment for the fiscal year ended December 31, 2024.

Investment in Thrasio, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Thrasio Securities Purchase Agreement”) with privately-held company Thrasio, LLC, an aggregator of private brands of top Amazon businesses and direct-to-consumer brands. As of December 31, 2023, the investment was valued at $0.3 million. During our first quarter 2024 review of the Thrasio investment Dominari noted news activity related to Thrasio had filed for Chapter 11 bankruptcy protection. As a result, the Company recorded an impairment charge of approximately $0.3 million and the investment in Thrasio was valued at $0 as of December 31, 2025 and 2024.

Investment in Aeon Partner Funds Series EG (Epic Games, Inc.)

On March 22, 2022, the Company entered into a securities purchase agreement (the “Epic Games Securities Purchase Agreement”) with Aeon Partners Fund, Series EG, who handled the offering of Epic Games shares. Under the Epic Games Securities Purchase Agreement, the Company agreed to purchase an aggregate of 901 shares of common stock of Epic Games for a total $1.5 million. In April 2022, the Company invested an additional $2 million for the ~~purchase~~ purchase of additional shares of common stock of Epic Games through the Aeon Partners Fund, Series EG. As of December 31, 2023 the investment ~~was~~ was valued at $3.5 million. During the Company’s first quarter of 2024 review of the investment Dominari noted a $1.5 billion ~~funding~~ funding round at a lower price per share than the Company’s initial investment in Epic Games resulting in a $1.3 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $2.2 million as of December 31, 2025 and 2024, respectively.

Investment in Payward, Inc. and MWSI VC Kraken-II, LLC (Payward, Inc. d.b.a.Kraken)

During the Company’s first quarter of 2024 review of the investment, Dominari recorded a $0.2 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $0.3 4 million as of December 31, 2025 and 2024, respectively.

Investment in AdvEn Inc.

On December 26, 2021, the Company entered into a securities purchase agreement (the “AdvEn Securities Purchase Agreement”) with AdvEn Inc. (“AdvEn’), formerly known as Nano Innovations Inc. Under the AdvEn Securities Purchase Agreement, the Company purchased a 10% senior secured convertible promissory note (the “AdvEn Convertible Note”) in the principal amount of $750,000 and warrants (“AdvEn Warrants”, and together with the AdvEn Convertible Note, the “AdvEn Convertible Securities”) permitting the Company to purchase an amount of AdvEn’s common voting shares equal to 50% of the number of common shares issuable upon the conversion of the AdvEn Convertible Note. The Company paid a purchase price of $750,000 for the AdvEn Convertible Note and the AdvEn Warrants. In the fourth quarter of 2022, the Company identified indicators of impairment and recorded an impairment loss on the total investment held.

On September 11, 2024, the Company entered into a securities exchange agreement with AdvEn in which the Company agreed to cancel and retire the AdvEn Convertible Securities in exchange for a number of shares of Series D preferred stock of AdvEn equal to 110% of the outstanding amount of the AdvEn Convertible Note that was cancelled multiplied by AdvEn’s initial public offering price, which is convertible into shares and warrants (the “Exchange”) and carries a liquidation preference of $1,000 per share. During the Company’s first quarter of 2024 review of the investment, Dominari recorded a $0.1 million decrease in the carrying value of this investment during the fiscal year ended December 31, 2024. The investment was valued at $0.8 million as of December 31, 2025 and 2024, respectively.

Investment in Aeon Partners Fund Series DB (Databricks, Inc.)

In the fourth quarter of 2024, the Company partially redeemed a portion of its membership units in Aeon Partner Funds Series DB (Databricks, Inc.). In November of 2024, the Company redeemed 4,638.44 membership units and recognized a gain of approximately $31,000 from the carrying value of the investment from December 31, 2023. The Company ~~adjusted~~redeemed ~~the carrying value of the remaining investment based on~~ its ~~November~~interest ~~2024 transaction, resulting~~ in anDatabricks ~~increase~~Inc. ~~of $35,388~~ in the ~~adjusted~~first ~~carrying~~quarter ~~value~~of ~~during~~2025 ~~the~~for ~~fiscal year ended December 31, 2024. The investment was valued at~~ $0.5 million, asresulting in a gain of ~~December~~ ~~31,~~$28 ~~2024~~thousand.

Investment in Automation Anywhere, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Automation Anywhere Securities Purchase Agreement”) with privately held company Automation Anywhere, Inc. During ~~our~~the fourth quarter 2024 review of its investment, the Company noted recent secondary transactions indicating a decrease in ~~the~~ the implied value of the investment per the Company’s independent third-party valuation. As a result, the Company recorded and impairment charge of approximately $80~~,000~~ thousand in 2024 and the investment in Automation Anywhere was valued at $0.4 million as of December 31, 2025and 2024 respectively.

 F-1617

Investment in American Bitcoin Corp.

On February 18, 2025, the Company announced the creation of American Data Centers Inc. (“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across the United States to meet the accelerated demand for advanced computing.

On March 31, 2025, ADC completed a series of transactions (“Transactions”), wherein ADC, Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued stock representing 80% of the issued and outstanding equity interests of ADC. At the closing of the Transactions, ADC changed its name to American Bitcoin Corp. (“American Bitcoin”). In connection with the Transactions, American Bitcoin and Hut 8 entered into definitive agreements for Hut 8 to provide exclusive management back-office operational and ASIC colocation services to American Bitcoin. As a result of the Transactions, American Bitcoin became a subsidiary of Hut 8 in which the Company held a 3.17% minority interest in American Bitcoin represented by 23,199,205 shares of common stock. The Company also entered into a lock-up agreement (“Lock-Up Agreement) restricting the Company’s sale of any shares owned, until a pre-determined amount of time after any merger or other go-public events of American Bitcoin.

On June 27, 2025, American Bitcoin consummated a private placement pursuant to which it raised gross proceeds of approximately $220 million from the sale of American Bitcoin’s Class A common stock at a per share purchase price of $20 (the “Private Placement”) for which Dominari Securities acted as placement agent. The Class A and Class B common stock had the same rights, powers and privileges and were identical in all respects as to all matters. As a result of the Private Placement, the Company held an approximate 2.6% minority interest in American Bitcoin and adjusted the carrying value of its 1.6 million shares of American Bitcoin’s Class B common stock, which was exchangeable with the Class A common stock on a one for one basis, to $32.0 million at June 30, 2025. As of June 30, 2025, the carrying value of the American Bitcoin investment was recorded within the long-term equity investments caption of the Company’s consolidated balance sheet.

On September 2, 2025, Gryphon Digital Mining, Inc. (NASDAQ:GRYP), a bitcoin mining company that offers carbon-neutral bitcoin mining and digital mining operations, entered into a definitive merger agreement with American Bitcoin Corp. to form a combined company that would operate under the brand American Bitcoin and be led by the board of directors of American Bitcoin and would be listed for trading on NASDAQ under the ticker symbol “ABTC”. As part of the Merger, a 14.4995-for-1 stock split was completed, resulting in the Company receiving 23,199,205 shares of ABTC common stock. ABTC began trading on NASDAQ for $8.00 per share, on September 3, 2025.

As of December 31, 2025, the Company valued its investment in ABTC using the quoted market price of $1.70 per share resulting in a fair value of approximately $39.4million, recorded within the marketable securities caption of the consolidated balance sheet. The Company recorded the entire associated unrealized gain of $39.4 million within the “gain (loss) on marketable securities” caption of the consolidated statement of operations for the year ended December 31, 2025. On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million with a closing date of January 20, 2026, please see Note 18 for additional information regarding the ABTC Sale.

Note 6. Notes Receivable

As of December 31, 2025, the Company had no notes receivable. The following table presents the Company’s notes receivable as of December 31, 2024 ~~and 2023~~ ($ in thousands):

December 31, 2024

	Maturity Date	Stated Interest Rate			Principal Amount		Interest Receivable		Fair Value
Notes receivable, at fair value
Convergent convertible note	12/2/2024		8	%	$	-	$	-	$	-
Raefan Industries LLC	06/30/2025		8	%	$	—	$	—	$	—
Raefan Industries LLC	06/30/2025		8	%	$	-	$	-	$	-
American Innovative Robotics	04/01/2027		8	%	$	1,106	$	23	$	902
Notes receivable, at fair value - current portion									$	-—
Notes receivable, at fair value - non-current portion									$	902
Notes receivable, at fair value – non-current portion									$	902

December 31, 2023

	Maturity Date	Stated Interest Rate			Principal Amount		Interest Receivable		Fair Value
Notes receivable, at fair value
Convergent convertible note	12/2/2024		8	%	$	1,006	$	58	$	1,064
Raefan Industries LLC	12/31/2024		8	%	$	1,363	$	751	$	2,114
American Innovative Robotics	04/01/2027		8	%	$	1,106	$	22	$	1,128
Notes receivable, at fair value - current portion									$	3,177
Notes receivable, at fair value - non-current portion									$	1,129

Convergent Therapeutics, Inc.

On December 2, 2024, the Convergent Convertible Note matured and for the year ended December 31, 2024, the Company received principal repayments of approximately $1 million and interest income of approximately $223,000 and a realized loss of $6,000.

~~Raefan Industries LLC~~  F-18

American Innovative Robotics, LLC

~~During~~The ~~2024, the~~ Company recorded interest income of approximately $8920,000, and ana ~~unrealized~~realized ~~loss~~gain on the note of approximately $~~227~~221,000 on the American Innovative Robotics Promissory Note for the year ended December 31, ~~2024~~2025. ~~Subsequent~~The tonote ~~December~~was ~~31,~~fully ~~2024~~paid off as of March 24, ~~the~~2025 ~~Company~~with ~~received~~proceeds ~~approximately~~totaling $1.1 million ~~for~~, ~~full~~resulting ~~payment~~in ofan ~~the~~ending ~~outstanding~~value ~~principal~~of ~~amount and accrued interest~~$0.

Raefan Industries LLC

During 2024, the Company deemed that the note for Raefan Industries LLC was uncollectible, and as a result, the Company recorded a realized loss as a result of directly writing off the note on Raefan Industries LLC, resulting in an ending value of $0 for the period ended December 31, 2025 and December 31, 2024. On June 30, 2025, the Company executed a Note Modification Agreement to extend the maturity date of the note to December 31, 2025. As of December 31, 2025, the Company maintained the note as uncollectible and fully written off.

Note 7. Fair Value of Financial Assets and Liabilities

~~Financial~~The ~~instruments,~~following ~~including~~table ~~cash~~presents ~~and~~the ~~cash~~Company’s ~~equivalents,~~assets ~~accounts payable~~ and ~~accrued~~ liabilities that are ~~carried~~measured at ~~cost, which management believes approximates~~ fair value ~~due~~as ~~to the short-term nature~~ of ~~these~~December ~~instruments.~~31, ~~The~~2025 ~~Company measures the fair value of financial assets~~ and ~~liabilities~~2024 ~~based on the exchange price that would be received for an asset or paid to transfer a liability~~ (an$ ~~exit price)~~ in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.thousands):

F-17

	Fair value measured as of December 31, 2025
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2025		(Level 1)		(Level 2)		(Level 3)
Assets

Securities owned	$	9,756	$	—	$	8,014	$	1,742
Marketable securities	$	46,516	$	45,049	$	1,467	$	—

The Company uses three levels of inputs that may be used to measure fair value:

	Fair value measured as of December 31, 2024
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets

Securities owned	$	1,616	$	—	$	1,616	$	—
Marketable securities	$	4,157	$	4,157	$	—	$	—

Notes receivable at fair value, non-current portion	$	902	$	—	$	—	$	902

~~Level~~The fair value of level 3 securities owned totaling $1.7 million shown above at December 31, 2025 are subject to an initial lock-up ~~quoted~~period ~~prices~~until inJune ~~active~~5, ~~markets~~2026, and further restrictions to ~~for~~which ~~identical~~the ~~assets~~Company orcannot ~~liabilities~~liquidate its investment until such restrictions are met. Additionally, approximately $ 6.6 million of fair value of level 2 securities owned shown above at December 31, 2025 represents warrants that are subject to lock-up periods that will end by March 31, 2026 and another $1.2 million of fair value of warrant securities with lock-up periods that will end by June 30, 2026 as well.

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The following table presents the Company’s assets and liabilities that are measured at fair value as of December 31, 2024 and 2024 ($ in thousands):

	Fair value measured as of December 31, 2024
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	5,773	$	4,156	$	1,617	$	-
Total marketable securities	$	5,773	$	4,156	$	1,617	$	-
Notes receivable at fair value, non-current portion	$	902	$	-	$	-	$	902

	Fair value measured as of December 31, 2023
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	13,547	$	13,547	$	-	$	-
Total marketable securities	$	13,547	$	13,547	$	-	$	-
Notes receivable at fair value, current portion	$	3,177	$	-	$	-	$	3,177
Notes receivable at fair value, non-current portion	$	1,129	$	-	$	-	$	1,129

Level 3 Measurement

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

Securities owned at fair value as of December 31, 2024	$	—
Securities received included in underwriting services		1,650
Unrealized gain included in principal transactions		91
Securities owned at fair value as of December 31, 2025	$	1,741

Notes receivable at fair value, non-current portion at December 31, 2024	$	902
Realized gain on note receivable		221
Change in interest receivable		20
Collection of principal and interest outstanding		(1,143	)
Notes receivable at fair value, non-current portion at December 31, 2025	$	—

 F-19

December 31, 2024

Notes receivable at fair value, current portion at December 31, 2023	$	3,177
Collection of principal outstanding		(1,000	)
Realized and unrealized loss on note receivable		(2,121	)
Change in interest receivable		(56	)
Notes receivable at fair value, current portion at December 31, 2024	$	-—
Notes receivable at fair value, non-current portion at December 31, 2023	$	1,129
Unrealized gain (loss) on notes receivable		(227	)
Notes receivable at fair value, non-current portion at December 31, 2024	$	902

~~F-18~~The Company’s Level 3 fair value measurements at December 31, 2025, were determined by the following quantitative inputs:

~~December~~● ~~31,~~The ~~2023~~underlying stock price of $10.00 per share as of the measurement date.

Notes receivable at fair value, current portion at December 31, 2022	$	7,474
Collection of principal outstanding		(1,000	)
Unrealized loss on note receivable		(3,254	)
Principal reduced due to receiving shares		(143	)
Accrued interest receivable		100
Notes receivable at fair value, current portion at December 31, 2023	$	3,177
Notes receivable at fair value, non-current portion at December 31, 2022	$	1,100
Unrealized gain on note receivable		6
Accrued interest receivable		23
Notes receivable at fair value, non-current portion at December 31, 2023	$	1,129

●

Success rates of similar type instruments from other comparable entities’ recent historical results of 15% of the underlying value of the stock price.

Notes Receivable at fair value

As of December 31, ~~2024~~2025, the fair value of the notes receivable was measured taking into consideration cost basis, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. For the year ended December 31, ~~2024~~2025, the Company had realized ~~and~~gains ~~unrealized losses~~ on notes receivable of $20.32 million.

The following table provides quantitative information regarding the Company’s Level 3 fair value measurements at December 31, ~~2024~~2025, and ~~2023~~2024:

	2024			2023
	2025			2024
Valuation technique	Discounted cash flow			Discounted cash flow
Unobservable input and range:
Probability of default		20	%		~~0-40%~~20	%
Discount rate		8	%		8~~-50%~~	%

Note 8. ~~Property~~Prepaid expenses and ~~Equipment~~other assets

~~Property~~Other ~~and~~assets ~~equipment,~~consist ~~net, consists~~ of the following as of December 31, ~~2024~~2025, and ~~2023~~2024 ($ in thousands):

	Estimated		December 31,				December 31,
	December 31, 2025				December 31, 2024
	Useful Lives		2024				2023
Prepaid expenses	$	805			$	1,019
Leasehold improvements	Shorter of the remaining lease term or estimated useful life		$	50			$	50
Security deposits		483				458
Machinery, equipment and computer software	1 to 15 years			169				169
Property and equipment, net		135				239
Furniture and fixtures	3 to 5 years			208				208
Other		980				—
Total	$	2,403	$	~~427~~	$	1,716	$	~~427~~
Less: Accumulated depreciation and amortization				(188	)			(83	)
Total property and equipment, net			$	239			$	344

~~Depreciation~~Property ~~expense~~and ~~was $105~~equipment,~~000~~ ~~and $83~~net,~~000~~ ~~during~~consists of the ~~years~~following ~~ended December~~as of December 31, ~~2024~~2025 and ~~2023, respectively.~~2024:

F-19

		December 31,			December 31,
	Estimated Useful Lives	2025			2024
Leasehold improvements	Shorter of the remaining lease term or estimated useful life	$	50		$	50
Machinery, equipment and computer software	1 to 15 years		169			169
Furniture and fixtures	3 to 5 years		208			208
Total		$	427		$	427
Less: Accumulated depreciation and amortization			(292	)		(188	)
Total property and equipment, net		$	135		$	239

Depreciation expense was $105 thousand and $105 thousand during the years ended December 31, 2025 and 2024, respectively.

 F-20

Note 9. Leases

On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22^ndFloor Premises”). The Company currently uses the 22^nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date). Under the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11, 2023, equal to $12,874. Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to $13,502. The Company took possession of the 22^nd Floor Premises on the Commencement Date.

On September 23, 2022, Dominari Financial entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New York, New York (the “Premises”). Dominari Financial currently uses the Premises to run its day-to-day operations. The initial term of Dominari Financial’s Lease is seven (7) years commencing on the date that possession of the Premises is delivered to Dominari Financial. Under Dominari Financial’s Lease, Dominari Financial is required to pay monthly rent equal to $49,368. Effective for the sixth and seventh years of Dominari Financial’s Lease, the rent shall increase to $51,868 per month. The Company took possession of the Premises in February 2023.

~~The~~On ~~tables~~September ~~below~~2, ~~represent~~2025, the Company entered into a Lease Agreement (the “Company’s Florida Lease”) with Blue Diamond Towers, LLC, a Delaware limited liability company. ~~lease~~Under ~~assets~~the ~~and~~Company’s ~~liabilities~~Florida Lease, the Company rents a portion of the first floor designated as Suite 103 of ~~December~~the 31North Building at 3835 PGA Boulevard in Palm Beach Gardens, ~~2024~~Florida, ~~and~~(the ~~2023:~~“Florida Premises”). The Company will use the Florida Premises as Executive Offices. The initial term of the Company’s Florida Lease is two (2) years commencing on October 1, 2025. Under the Company’s Florida Lease, the Company is required to pay monthly rent, commencing on October 1, 2025, equal to $10,000. Effective for the second year of the Company’s Florida Lease, the rent shall increase to $10,300. The Company took possession of Florida Premises in October 2025.

	December 31,		December 31,
	2024		2023
Assets:
Operating lease right-of-use-assets	$	2,944	$	3,335
Liabilities:
Current
Operating		410		421
Long-term
Operating		2,629		3,028
	$	3,039	$	3,449

The tables below represent the Company’s lease assets and liabilities as of December 31, 2025 and 2024:

	December 31,		December 31,
	2025		2024
Assets:
Operating lease right-of-use-assets	$	2,721	$	2,944
Liabilities:
Current
Operating	$	554	$	410
Long-term
Operating		2,287		2,629
	$	2,841	$	3,039

The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:

	December 31,			December 31,
	2024			2023
	2025			2024
Weighted-average remaining lease term – operating leases (in years)		5.5			6.5
Weighted-average remaining lease term - operating leases (in years)		4.3			5.5
Weighted-average discount rate – operating leases		10.0	%		10.0	%
Weighted-average discount rate - operating leases		10.0	%		10.0	%

~~F-20~~During the years ended December 31, 2025 and 2024, the Company recorded approximately $0.8 million and $0.8 million, respectively, of lease expense to current period operations.

During the years ended December 31, 2024 and 2023, the Company recorded approximately $0.8 million, both years, of lease expense to current period operations.

	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Operating leases
Operating lease cost	$	741	$	712
Short-term lease rent expense		10		119
Net rent expense	$	751	$	831

	Year Ended		Year Ended
	December 31, 2024		December 31, 2023
Operating leases
Operating lease cost	$	712	$	668
Short-term lease rent expense		119		105
Net rent expense	$	831	$	773

Supplemental cash flow information related to leases were as follows:

	Year Ended		Year Ended
	December 31,		December 31,
	2024		2023
Operating cash flows - operating leases	$	391	$	359
Right-of-use assets obtained in exchange for operating lease liabilities	$	-	$	2,780

As of December 31, 2024, future minimum payments during the next five years and thereafter are as follows:

	Operating
	Leases
Year Ended December 31, 2025	$	698
Year Ended December 31, 2026		685
Year Ended December 31, 2027		685
Year Ended December 31, 2028		766
Year Ended December 31, 2029		784
Thereafter		376
Total		3,994
Less present value discount		(955	)
Operating lease liabilities	$	3,039

 F-21

Supplemental cash flow information related to leases were as follows:

	Year Ended		Year Ended
	December 31,		December 31,
	2025		2024
Operating cash flows - operating leases	$	715	$	391

As of December 31, 2025, future minimum payments during the next five years and thereafter are as follows:

	Operating
	Leases
Year Ended December 31, 2026	$	805
Year Ended December 31, 2027		801
Year Ended December 31, 2028		766
Year Ended December 31, 2029		784
Year Ended December 31, 2030		377
Thereafter		—
Total		3,533
Less present value discount		(692	)
Operating lease liabilities	$	2,841

The tables below represent the Company’s lease assets and liabilities as of December 31, 2025 and 2024:

Note 10. Net Loss per Share

Basic loss per share of common stock is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding for the period. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock as of the first day of the period. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the years ended December 31, 2024, and 2023 are as follows:

	As of December 31,
	2024		2023
Convertible preferred stock		34		34
Warrants to purchase common stock		444,796		444,796
Restricted stock awards		50,000		136,309
Options to purchase common stock		376,654		420,168
Total		871,484		1,001,307

Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the years ended December 31, 2025, and 2024 are as follows:

	As of December 31,
	2025		2024
Convertible preferred stock		34		34
Warrants to purchase common stock		6,690,768		444,796
Restricted stock awards		396,346		50,000
Options to purchase common stock		10,072,646		376,654
Total		17,159,794		871,484

Note 11. Stockholders’ Equity and Convertible Preferred Stock

Common Stock

As of December 31, ~~2024~~2025, there are 716,~~037~~067,~~022 shares~~435 shares of common stock issued and 6outstanding. This does not include 80,~~976,874~~000 unvested shares ~~outstanding~~issued that are subject to forfeiture through December 11, 2026.

~~Treasury~~On ~~Stock~~February 10, 2025, the Company entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering. In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase price of $3.47 per share and accompanying warrants (the “February 2025 Financings”). The Series A warrants are exercisable immediately upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance. The Series B warrants are exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance. The net proceeds to the Company from the February 2025 Financings were approximately $13.5 million.

~~There~~On February 10, 2025, the Company entered into advisory agreements with various individuals who were issued shares of common stock. The agreements are 60for a term of two years but are cancellable by either party. As part of these agreements,~~148~~ 2,550,000 shares of ~~treasury~~common stock were issued on February 18, 2025. An additional 850,000 shares may be issued under the terms of the agreements when certain provisions are met, which as of the date of grant is probable. ~~December~~These ~~31,~~shares ~~2024~~are nonforfeitable and thus were fully expensed by the Company at the time of grant. The Company used a Monte Carlo simulation to calculate the grant date fair value of the common stock. The fair value of issued shares amounted to $20.9 million and is presented in advisory fees expense on the audited consolidated statement of operations.

 F-22

The securities in the concurrent private placement were offered under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered shares, the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

Certain officers, directors, employees and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.

During the period January 1, 2025 to December 31, 2025 warrants were exercised by various individuals resulting in additional common stock issuance of 1,418,538 shares generating cash proceeds of $5.6 million which is included in additional paid-in capital on the consolidated statements of changes in stockholders’ equity.

Series D Convertible Preferred Stock

In connection with the acquisition of North South’s patent portfolio in September 2013, the Company issued 1,379,685 shares of its Series D Convertible Preferred Stock (“Series D Preferred Stock”) to the stockholders of North South. Each share of Series D Preferred Stock has a stated value of $0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series D Preferred Stock shall be entitled to receive, for each share of Series D Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an “as converted” basis. Each holder of Series D Preferred Stock shall be entitled to vote on all matters submitted to its stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation and the conversion limitations described below. The conversion ratio of the Series D Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions.

As of December 31, ~~2024~~2025, and ~~2023~~2024, 5,000,000 ~~Series~~ Series D Preferred Stock was designated; 3,825 and 3,825 shares remained issued and outstanding.

Series D-1 Convertible Preferred Stock

The Company’s Series D-1 Convertible Preferred Stock (“Series D-1 Preferred Stock”) was established on November 22, 2013. Each share of Series D-1 Preferred Stock has a stated value of $0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company’s business, each holder of Series D-1 Preferred Stock shall be entitled to receive, for each share of Series D-1 Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an “as converted” basis. Each holder of Series D-1 Preferred Stock shall be entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation. The conversion ratio of the Series D-1 Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company commenced an exchange with holders of Series D Convertible Preferred Stock pursuant to which the holders of the Company’s outstanding shares of Series D Preferred Stock acquired in the Merger could exchange such shares for shares of the Company’s Series D-1 Preferred Stock on a one-for-one basis.

As of December 31, ~~2024~~2025 and ~~2023~~2024, 5,000,000 Series D-1 Preferred Stock was designated; 834 and 834 shares remained issued and outstanding.

~~F-22~~Dividends

On February 11, 2025, the board of directors approved a special cash dividend of $0.32 per share payable on March 3, 2025, to holders of common stock and certain warrant holders as of close of business on February 24, 2025. On September 9, 2025, the board of directors approved a special cash dividend of $0.22 per share payable on September 26, 2025, to holders of common stock and certain warrant holders as of close of business on September 3, 2025. On December 11, 2025, the board of directors approved a special cash dividend of $0.432 per share payable on January 26, 2026, to holders of common stock and certain warrant holders as of close of business on January 5, 2026, Cash dividends declared in 2025 totaled $22.2 million and have been charged to accumulated deficit. Dividends paid for the three months ended March 31, 2025, totaled $7.0 million, and dividends paid for the three months ended September 30, 2025, totaled $4.9 million and dividends payable totaled $10.3 million at December 31, 2025.

 F-23

Treasury Stock

There were 60,148 shares of treasury stock on December 31, 2024. The Company retired such shares in July 2025 and there were no shares of treasury stock as of December 31, 2025.

Warrants

A summary of warrant activity for the years ended December 31, ~~2024~~2025, is presented below:

	Warrants			Weighted Average Exercise Price		Total Intrinsic Value ($000s)		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2023		444,796		$	29.25		-—		2.202
Granted		-—		$	-—		-—		-—
Outstanding as of December 31, 2024		444,796		$	29.25		-—		1.202
Issued		7,752,108		$	3.97				5.0
Expired		(87,598	)	$	28.74		—		—
Exercised		(1,418,538	)	$	3.97
Outstanding as of December 31, 2025		6,690,768		$	5.38	$	6,186		3.9

All current outstanding warrants were issued prior to 2023 in connection with prior raises by the Company.

Restricted Stock Awards and Stock Options

On October 7, 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provided for the issuance of up to 1,100,000 shares in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The 2022 Plan expires on January 1, 2032, and is administered by Dominari Holdings Board of Directors.

In October 2023, the Company issued an aggregate of 96,311 shares of the Company’s common stock to a member of the Company’s Board of Directors for services rendered. These restricted stock awards began vesting annually in three increments beginning on April 13, 2024. During the year ended December 31, 2024, 32,103 shares were vested and the remaining shares forfeited.

On June 11, 2024, the Company executed grant agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received 154,559 shares of the Company’s common stock with a grant value of $2.18. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $0.7 million.

On December 31, 2024, the Company executed grant agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received 309,118 shares of the Company’s common stock with a grant value of $0.98. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $0.7 million.

FOn February 10, 2025, the Company issued 50,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan. Upon issuance, the shares were fully-23vested and nonforfeitable with a total fair value $308,000.

AOn ~~summary~~February 10, 2025, the Company issued 351,851 shares of ~~restricted~~the Company’s common stock ~~awards~~to ~~activity~~Messrs. ~~for~~Christopher Devall under the ~~years~~Company’s ~~ended~~2022 ~~December~~Equity 31Incentive Plan. Upon issuance, the ~~2024~~shares were fully-vested and ~~2023,~~nonforfeitable iswith ~~presented~~a ~~below:~~ total fair value $2.1 million.

				Weighted
	Number of			Average
	Restricted			Grant Day
	Stock Awards			Fair Value
Nonvested at December 31, 2022		8,068		$	5.90
Granted		1,315,777		$	2.27
Vested		(1,187,536	)		2.30
Nonvested at December 31, 2023		136,309		$	2.26
Granted		977,354		$	1.36
Vested		(991,957	)		2.20
Forfeited		(71,706	)		2.31
Nonvested at December 31, 2024		50,000		$	1.35

On February 12, 2025 in connection with the closing of the PIPE, the Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant to Messrs. Anthony Hayes. Pursuant to the Committee’s decision, he received 500,000 shares of the Company’s common stock. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $3.4 million.

~~Stock-based~~On ~~compensation~~March ~~associated~~11, ~~with~~2025, the ~~amortization~~Company executed grant agreements with each of ~~restricted~~Messrs. ~~stock~~Anthony ~~awards~~Hayes ~~expense~~and ~~was~~Kyle ~~approximately~~Wool ~~$1.4~~pursuant ~~million~~to their employment agreements with the Company, and $2in accordance with the Company’s 2022 Equity Incentive Plan.7 ~~million~~Pursuant ~~for~~to the ~~years~~grant ~~ended~~agreements, ~~December~~each ~~31,~~received ~~2024~~154,559 ~~and~~shares ~~2023,~~of ~~respectively.~~the Company’s ~~All~~common stock. ~~compensation~~Upon ~~was~~issuance, ~~recorded~~the asshares were fully-vested and nonforfeitable with a ~~component~~total offair ~~general~~value ~~and~~of ~~administrative~~approximately ~~expenses~~$1.7 million.

AsOn of December 3110, ~~2024~~2025, ~~there~~the isCompany ~~approximately $50~~issued 316,~~000~~346 shares ~~unrecognized~~of the Company’s common stock~~-based~~ ~~compensation~~under ~~expense~~the ~~related~~Company’s 2022 Equity Incentive Plan. These shares will vest on September 30, 2026; provided that in the event of a change in control prior to ~~restricted~~any ~~stock~~such ~~awards~~vesting date, the shares which have not yet vested shall vest and become nonforfeitable upon the effective date of such change in control, with a total fair value of $1.3 million .

~~Stock~~On ~~Options~~December 11, 2025, the Company issued 80,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan. These shares will vest on the one-year anniversary of the grant date; provided that in the event of a change in control prior to any such vesting date, the shares which have not yet vested shall vest and become nonforfeitable upon the effective date of such change in control, with a total fair value of $381 thousand.

A summary of option activity under the Company’s stock option plan for year ended December 31, 2024 and 2023 is presented below:

								Weighted
								Average
				Weighted				Remaining
				Average		Total		Contractual
	Number of			Exercise		Intrinsic		Life
	Shares			Price		Value		(in years)
Outstanding as of December 31, 2022		31,193		$	302.97	$	-		7.9
Employee options granted		395,714			3.42		-		9.4
Employee options forfeited		(5,882	)		5.95		-		-
Employee options expired		(857	)	$	9,719.07		-		-
Outstanding as of December 31, 2023		420,168		$	5.80	$	-		9.3
Employee options forfeited		(43,334	)	$	3.10		-		-
Employee options expired		(180	)	$	3,832.72		-		-
Outstanding as of December 31, 2024		376,654		$	4.29	$	-		8.2
Options vested and exercisable		194,985		$	5.03	$	-		8.1

Stock-based compensation associated with the amortization of stock option expense was approximately $0.3 million and $0.2 million for the years ended December 31, 2024, and 2023, respectively. All stock compensation was recorded as a component of general and administrative expenses.

Estimated future stock-based compensation expense relating to unvested stock options is approximately $0.1 million.

 F-24

See Restricted Stock roll-forward below.

A summary of restricted stock awards activity for the years ended December 31, 2025 and 2024, is presented below:

	Number of Restricted Stock Awards			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2023		136,309		$	2.26
Granted		977,354		$	6.21
Vested		(991,957	)	$	6.09
Forfeited		(71,706	)	$	2.31
Nonvested at December 31, 2024		50,000		$	0.98
Granted		1,607,315		$	5.81
Vested		(1,260,969	)	$	6.09
Nonvested at December 31, 2025		396,346		$	4.29

Stock-based compensation associated with the amortization of restricted stock awards expense was approximately $7.8 million and $1.4 million for the years ended December 31, 2025, and 2024, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

As of December 31, 2025, there is approximately $1.6 million unrecognized stock-based compensation expense related to restricted stock awards.

Stock Options

On February 10, 2025, the Company granted an additional 5.0 million fully vested nonqualified stock options (each, a “Performance Award” and collectively, the “Performance Awards”) each to Anthony Hayes and Kyle Wool conditioned upon either the Company’s shareholders approving the Performance Awards or approving an increase in the share reserve of the Company’s 2022 Equity Incentive Plan (the “Plan”) such that the full number of shares underlying the Performance Awards could be delivered under the Plan. On April 1, 2025, following a special meeting of shareholders, the Company’s shareholders voted to approve an increase in the Plan’s share reserve allowing the Performance Awards to be delivered under the Plan. As of December 31, 2025, the Company recorded an expense of $26.1 million for the Performance Awards.

On December 1, 2025, the Company entered into an advisory agreement with a certain individual who was issued 50,000 nonqualified stock options (“Advisor Options”). Each party reserves the right to terminate the agreement at any time, with or without cause, upon five (5) days prior written notice to the other party. One half of the Advisor Options shall vest and become exercisable during its term on December 1, 2025, and one half of the Advisor Options shall vest and become exercisable during its term on June 1, 2026, in the manner and subject to the terms and conditions of the Plan and the Stock Option Grant Agreement (the “Option Grant Agreement”). The Company used a Black Scholes valuation to calculate the grant date fair value of the Advisor Options. The fair value of the Advisor Options amounted to $146 thousand and the Company recorded an expense of $85 thousand in 2025 related to such options.

A summary of option activity under the Company’s stock option plan for year ended December 31, 2025 and 2024 is presented below:

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2023		420,168		$	5.80	$	—		9.3
Employee options forfeited		(43,334	)	$	3.10	$	—		—
Employee options expired		(180	)	$	3,832.72	$	—		—
Outstanding as of December 31, 2024		376,654		$	4.29	$	—		8.2
Employee options granted		10,050,000		$	6.15	$	—		—
Employee options exercised		(35,000	)	$	3.36	$	—		—
Employee options forfeited		(319,008	)	$	3.50	$	—		—
Outstanding as of December 31, 2025		10,072,646		$	6.16	$	26		9.1
Options vested and exercisable		10,051,813		$	6.17	$	19		9.1

Stock-based compensation associated with the amortization of stock option expense was approximately $26.2 million and $0.3 million for the years ended December 31, 2025, and 2024, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

 F-25

The following were assumptions used in the Company’s fair value analysis:

Risk-free interest rate		3.85	%
Estimated term		5.0 years
Underlying stock price	$	6.15
Expected volatility		94.5	%

Estimated future stock-based compensation expense relating to unvested stock options is approximately $61 thousand.

Non-controlling Interest

As previously discussed, the Company owns 90% of AV Manager and AV Investment Manager, the remaining 10% is owned by non-controlling parties. As such, 10% of any profits earned by these entities are attributable to non-controlling interests and are presented in the consolidated statements of changes in stockholders’ equity. As of December 31, 2025, the amount attributable to non-controlling interest was $2.0 million of which there is nothing payable to non-controlling interests.

Note 12. Revenue

~~The~~Disaggregation ~~following~~of ~~table~~Revenue ~~presents our total revenues disaggregated by revenue type for the years ended December 31, 2024, and 2023 (in thousands):~~

	Years Ended
	December 31,
	2024		2023
Underwriting services	$	11,362	$	594
Commissions		6,065		1,096
Account advisory and management		411		209
Other revenue		308		140
Total	$	18,146	$	2,039

For the years ended December 31, 2025, and 2024 total revenue and revenue related to contracts with customers within the scope of Topic 606 were ($ in thousands):

Revenues	2025			2024
Underwriting services	$	79,030		$	11,362
Carried interest		22,681			—
Commissions		19,551			6,065
Interest income – customers		368			133
Other revenue		590			309
Account advisory		246			308
Management fees		606			103
Total revenue from contracts with customers	$	123,072		$	18,280
Principal transactions		(872	)		2,158
Interest income – noncustomer		904			533
Total revenue	$	123,104		$	20,971

Revenue Recognized at a Point in Time

The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. For the year ended December 31, 2025, revenue that was recognized at a point in time includes underwriting services of $79.0 million, Carried interest of $22.7 million, commissions of $19.5 million and principal transactions revenue of ($0.9) million. For the year ended December 31, 2024, revenue that is recognized at a point in time includes underwriting services of $11.4 million, commissions of $6.1 million and principal transactions revenue of $2.2 million.

Revenue Recognized Over Time

The Company recognizes revenue over a period of time, generally monthly on a straight-line basis, as services are performed, and performance obligations are satisfied. For the year ended December 31, 2025, revenue that is recognized over time includes account advisory fees of $246 thousand, other revenue of $590 thousand, management fees of $606 thousand , interest income from customers of $368 thousand and interest income-noncustomers of $904 thousand. For the year ended December 31, 2024, revenue that was recognized over time includes account advisory fees of $308 thousand, other revenue of $309 thousand, management fees of $103 thousand interest income from customers of $133 thousand and interest income-noncustomers of $533 thousand.

 F-26

Note 13. Commitments and Contingencies

Legal Proceedings

The Company may be subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries may be named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims may seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries may also be subject to other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. Due to the inherent difficulty of predicting the outcome of litigation and other claims the Company cannot state with certainty what the eventual outcome of potential litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these potential claims are likely to have a material effect on its financial position or results of operations.

In March 2024, the Company received a notice of petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’ former employer. This notice was filed against the Company’s subsidiary, Dominari Securities. The Company does not agree with the plaintiff’s claims. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.

In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s technology. Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending legal proceedings brought against it.

Note 14. Income Taxes

The ~~income~~following ~~tax~~table ~~provision~~summarizes ~~consists~~income of(loss) ~~the~~before income ~~following~~taxes ($ in thousands):

	For the years ended
	2025
	December 31,
Domestic	$	(13,154	)
	2024			2023
Foreign		—
				(Revised *)
Total	$	(13,154	)
Federal
Current	$	-		$	-
Deferred		(2,322	)		(1,141	)
Increase (decrease) in valuation allowance		2,322			1,141
State and local
Current
Deferred		1,897			2,277
Increase (decrease) in valuation allowance		(1,897	)		(2,277	)
Income Tax Provision (Benefit)	$	-		$	-

~~F-25~~The Company’s income tax expense (benefit) is as follows ($ in thousands):

The following is a reconciliation of the U.S. federal statutory rate to the effective income tax rates for the years ended December 31, 2024 and 2023:

	2025
U.S. Federal	$	4,458
State		2,860
Foreign		—
Current income tax expense (benefit)	$	7,318
U.S. Federal		—
State		—
Foreign		—
Deferred income tax expense (benefit)		—
Total income tax expense (benefit)	$	7,318

	For the years ended
	December 31,
	2024			2023
				(Revised *)
U.S. Statutory Federal Rate		21.00	%		21.00	%
State Taxes, Net of Federal Tax Benefit		37.42	%		(3.59	)%
Sec. 162m disallowed compensation		(7.65	)%		-	%
Other permanent differences		(0.23	)%		(0.54	)%
State rate change in effect		(47.16	)%		(4.27	)%
Deferred tax adjustment for stock based compensation		(0.67	)%		(17.30	)%
Decrease due to change in Federal NOL and other true ups		1.90	%		(0.26	)%
Change in Valuation Allowance		(4.61	)%		4.96	%
Income Tax Benefit		0.00	%		0.00	%

During the year ended December 31, 2024, the Company did not record any income tax expense or benefit.

AsThe ofCompany’s effective tax rate for the period ended December 31, ~~2024~~2025 ~~and~~was ~~2023,~~(55.6)%. The primary drivers of the ~~Company’s deferred~~variance ~~tax~~from ~~assets~~the ~~and~~statutory ~~liabilities~~rate ~~consisted~~were ofstate ~~the~~taxes, ~~effects~~Sec. of162m ~~temporary~~disallowed compensation, ~~differences~~net ~~attributable~~operating toloss ~~the~~and ~~following~~amortization ($adjustments, inand ~~thousands):~~valuation allowance.

	As of December 31,
	2024			2023
				(Revised *)
Deferred tax assets:
Net-operating loss carryforward	$	35,913		$	34,467
Stock based compensation		289			443
Patents & licenses		5,339			8,061
Transaction costs		160			209
Research & development		1,412			1,937
Operating lease liability		870			1,202
Investment portfolio and other		5,305			2,880
Total deferred tax assets		49,288			49,199
Valuation allowance		(48,403	)		(47,979	)
Deferred tax asset, net of allowance	$	885		$	1,220
Deferred tax liability:
Depreciation		(42	)		(57	)
Right of use asset		(843	)		(1,163	)
Total deferred tax liability	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the Company’s history of cumulative net losses, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has determined that, based on objective positive and negative evidence currently available, it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, the Company has provided a full valuation allowance for the deferred tax assets as of December 31, 2024 and 2023. As of December 31, 2024, the change in valuation allowance is approximately $0.4 million.

As of December 31, 2024, the Company has approximately $42.1 million federal net operating loss carryovers (“NOLs”), which expire from 2033 through 2037, and $79.8 million of federal NOLs which will never expire. The Company has approximately $154.4 million of state and city NOLs, which expire from 2035 through 2044. As of December 31, 2024, the Company also had federal research and development tax credit carryforwards of $0.2 million which may be available to offset future income tax liabilities and begin to expire in 2042.

(*) The Company revised certain balances in the deferred tax assets and liabilities schedule to correct immaterial errors. Deferred tax assets for net-operating losses carryforward were increased and stock based compensation was decreased for a reclassification of the benefits associated with vested RSU’s that should have increased NOLs in prior periods and stock based compensation were decreased for expired stock options benefits that were no longer available for tax deduction purpose. The decrease in total deferred tax assets was equally offset by the decrease in the valuation allowance with no effect to the deferred tax asset or the consolidated financial statements.

The change in the total deferred tax assets had no effect on total assets, net loss, stockholders’ equity or cash flows.

The amounts revised are presented below:

	Year Ended December 31, 2023
	As Reported			Correction			As Adjusted
Net operating losses	$	33,124		$	1,343		$	34,467
Stock based compensation	$	9,754		$	(9,311	)	$	443
Total deferred tax assets	$	57,166		$	(7,967	)	$	49,199
Valuation allowance	$	(55,946	)	$	7,967		$	(47,979	)

F-26

Utilization of the U.S. NOL carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. If the Company experiences an ownership change, as defined by Section 382, at any time since inception, utilization of the NOL carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards or research and development tax credit carryforwards before utilization. The Company determined an ownership change occurred on September 10, 2013, and any NOLs generated prior to this date are therefore limited by Section 382. Any carryforwards that will expire prior to utilization due to this limitation were removed from deferred tax assets, with a corresponding reduction of the valuation allowance. The Company has not yet determined if any additional ownership changes occurred after September 10, 2013. Any past or future ownership changes may limit the Company’s ability to utilize remaining tax attributes. Due to the existence of the valuation allowance, limitations created by the 2013 ownership change and any potential future ownership changes will not impact the Company’s effective tax rate.

As of December 31, 2024 and 2023, no liability for unrecognized tax benefit was required to be reported. The Company’s policy is to record interest and penalties related to income taxes outside of its income tax provision and classify as interest and penalties in general and administrative expense in the statement of operations. As of December 31, 2024 or 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s statement of operations. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and state income tax returns (New York, New York City, Virginia, and Texas). As of December 31, 2024, the statute of limitations for assessment by the Internal Revenue Service and state tax authorities remains open for all years since 2021. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state authorities to the extent utilized in a future period. There are no audits pending in any of the above-mentioned jurisdictions during 2024 and 2023. The Company believes that its income tax positions would be sustained upon an audit and does not anticipate any adjustments that would result in material changes to its consolidated financial position.

Note 15. Regulatory

Dominari Securities is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3- 1), which requires the maintenance of a minimum level of net capital, and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Dominari Securities calculates net capital under Rule 15c3-1. Rule 15c3-1 also provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. On December 31, 2024, Dominari Securities had net capital (as defined) of $14,030,196 which was $13,659,041 in excess of its required minimum net capital of $371,155.

Dominari Securities is exempt from Rule 15c3-3 of the SEC under paragraph (k)(2)(ii). Dominari Securities’ other business activities; which consist of: private placements, direct mutual funds, direct variable annuities on a subscription way basis where the funds are payable to the issuer or its agent and not to Dominari Securities. Dominari Securities also provides investment advisory services, annuity, and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers, are exempt as contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.

Dominari Securities is exempt from the Securities and Exchange Commission Rule 15c3-3 pursuant to the exemptive provisions of sub-paragraph (k)(2)(ii) thereof, and therefore, is not required to maintain a “Special Reserve Bank Account for the Exclusive Benefit of Customers.”

 F-27

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements ($ in thousands):

	2025
	Amount			Rate
Statutory Federal Income Tax Rate	$	(2,762	)		21.0	%
State and local income taxes, net of federal benefit of state		2,251			(17.1	)%
Tax Credits (Federal)		(56	)		0.4	%
Valuation Allowance		(2,943	)		22.4	%
Non-Deductible or Non-Taxable Items:
Warrants		(1,125	)		8.6	%
Excess Employee Compensation under Sec. 162m		11,673			(88.7	)%
Other		(366	)		2.8	%
Other Adjustments:
Net Operating Loss Adjustment		(2,540	)		19.3	%
Amortization Adjustment		3,196			(24.3	)%
Other		(10	)		0.1	%
Effective income tax rate	$	7,318			(55.6	)%

The state and local income tax rate reconciliation category primarily reflects the impact of New York State and New York City, which together constitute more than 50% of the total effect of this category.

The Company’s effective tax rate for the period ended December 31, 2024 was 0.0%. The primary drivers of the variance from the statutory rate were state taxes, Sec. 162m disallowed compensation, and valuation allowance.

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements:

	2024
U.S. Statutory Federal Rate		21.00	%
State Taxes, Net of Federal Tax Benefit		37.42	%
Sec. 162m disallowed compensation		(7.65	)%
Other permanent differences		(0.23	)%
State rate change in effect		(47.16	)%
Deferred tax adjustment for stock based compensation		(0.67	)%
Decrease due to change in Federal NOL and other true ups		1.90	%
Change in Valuation Allowance		(4.61	)%
Income Tax Benefit		0.00	%

As of December 31, 2025 and 2024, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following ($ in thousands):

	As of December 31,
	2025			2024
Deferred tax assets:
Net-operating loss carryforward	$	33,063		$	35,913
Stock based compensation		9,530			289
Patents & licenses		963			5,339
Transaction costs		120			160
Research & development, net		868			1,412
Operating lease liability		839			870
Investment portfolio and other		1,314			5,305
Total deferred tax assets		46,697			49,288
Valuation allowance		(38,301	)		(48,403	)
Deferred tax asset, net of allowance	$	8,396		$	885
Deferred tax liability:
Depreciation		(29	)		(42	)
Right of use asset		(802	)		(843	)
Investment portfolio and other		(7,565	)		—
Total deferred tax assets (liabilities)	$	—		$	—

 F-28

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the Company’s history of cumulative net losses, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company has determined that, based on objective positive and negative evidence currently available, it is more likely than not that the Company will not realize the benefits of all deferred tax assets. Accordingly, the Company has provided a full valuation allowance for the deferred tax assets of approximately $38.3 million as of December 31, 2025 and approximately $48.4 million as of December 31, 2024. As of December 31, 2025, the change in valuation allowance is approximately $(10.1) million. The change in the valuation allowance reflected in the rate reconciliation relates solely to federal deferred tax attributes, whereas the larger net decrease in the valuation allowance presented in the deferred tax table primarily reflects a reduction in state valuation allowance balances, which are not included in the rate reconciliation.

As of December 31, 2025, the Company has federal, state post-apportioned, and foreign net operating loss (“NOL”) carryforwards of approximately $76.7 million , $74.5 million, and $0, respectively. Of the federal amount, $29.8 million have a limited carryforward period and will begin to expire in 2026, and $47.0 million will have an indefinite carryforward period. Of the state post-apportioned amount, $74.5 million have a limited carryforward period and will begin to expire in 2038.

Utilization of the U.S. NOL carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period.

The Company completed a Section 382 study and concluded that it underwent ownership changes as defined by the Code on September 10, 2013, March 31, 2014, May 24, 2016, December 5, 2019, March 31, 2020, March 31, 2021, and February 10, 2025. The Company had a net unrealized built in loss (“NUBIL”) position at each ownership change date. As a result, the Company’s utilization of certain tax attributes, including amortization of acquired intangible assets, is subject to the Section 382 limitation. The Company has approximately $76 million of acquired intangible assets capitalized between 2013 and 2023 that are subject to this limitation. The original net operating loss (“NOL”) carryforwards of approximately $122 million reflected approximately $38 million of tax amortization deductions previously claimed in excess of the amount allowable under the Section 382 limitation. Accordingly, these excess deductions are treated as recognized built in losses (“RBILs”) and are subject to limitation under Section 382. In addition, the Section 382 study identified approximately $17 million of future tax amortization deductions related to intangible assets that are expected to be limited, which are treated as additional RBILs. Accordingly, the $38 million of excess amortization deductions previously claimed, together with $17 million of future amortization deductions expected to be limited, are reflected as $55 million of RBIL carryforwards as of year end, rather than as net operating loss carryforwards. The remaining NOL carryforwards were adjusted to exclude $6 million generated prior to 2006 that expired unused and to reflect $2 million utilized during the current period, resulting in $77 million of NOL carryforwards as of the end of the period.

Any future ownership changes that may occur after December 31, 2025, may limit the Company’s ability to utilize remaining tax attributes. Due to the existence of the valuation allowance, limitations created by the 2013 ownership change and any potential future ownership changes will not impact the Company’s effective tax rate.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The Company has evaluated the provisions of OBBBA and concluded that its enactment did not have a material impact on the Company’s 2025 consolidated financial statements. The only provision of OBBBA that affects the Company’s income tax accounting under ASC 740 is the enactment of new Internal Revenue Code (“IRC”) Section 174A, which permanently allows taxpayers to deduct domestic research or experimental (“R&E”) expenditures paid or incurred in taxable years beginning after December 31, 2024. The requirement to capitalize and amortize foreign R&E expenditures over 15 years remains unchanged.

On August 28, 2025, the Internal Revenue Service issued procedural guidance in Revenue Procedure 2025-28, which provides rules for implementing IRC Section 174A, including available elections and transition rules. Under the transition rules, taxpayers may elect how to treat unamortized domestic R&E expenditures that were paid or incurred in taxable years beginning after December 31, 2021 and before January 1, 2025. Specifically, taxpayers may (i) continue to amortize such costs over the remaining five-year amortization period, (ii) deduct the remaining unamortized balance entirely in the first taxable year beginning after December 31, 2024, or (iii) deduct the remaining unamortized balance ratably over two taxable years.

As of December 31, 2024, the Company had approximately $90 thousand of remaining unamortized domestic R&E expenditures capitalized under IRC Section 174, which gave rise to a deferred tax asset of approximately $26 thousand. The Company has elected to continue amortizing these costs over the remaining statutory amortization period. All such domestic R&E expenditures were incurred in 2022 and are expected to be fully amortized by 2027. As of December 31, 2025, the Company had approximately $40 thousand of remaining unamortized domestic R&E expenditures, representing a deferred tax asset of approximately $12 thousand.

The Company has made no income tax payments and received no income tax refunds during the year. All payments made to taxing authorities were for non-income based tax liabilities and are outside the scope of ASC 740.

 F-29

As of December 31, 2025 and 2024, no liability for unrecognized tax benefit was required to be reported. The Company’s policy is to record interest and penalties related to income taxes outside of its income tax provision and classify as interest and penalties in general and administrative expense in the statement of operations. As of December 31, 2025 or 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s statement of operations. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and state income tax returns (California, Florida, New Jersey, New York, New York City, Virginia, and Texas). As of December 31, 2025, the statute of limitations for assessment by the Internal Revenue Service and state tax authorities remains open for the tax periods ended December 31, 2022, 2023, and 2024. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state authorities to the extent utilized in a future period. There are no audits pending in any of the above-mentioned jurisdictions during 2025 and 2024. The Company believes that its income tax positions would be sustained upon an audit and does not anticipate any adjustments that would result in material changes to its consolidated financial position.

Note 15. Regulatory

Dominari Securities customers' securities transactions are introduced on a fully-disclosed basis with its clearing broker/dealers. The clearing broker/dealers are responsible for execution, collection of and payment of funds and, receipt and delivery of securities relative to customer transactions. Off-balance-sheet risk exists with respect to these transactions due to the possibility that customers may be unable to fulfill their contractual commitments. The clearing broker/dealers may charge any losses it incurs on customers to Dominari Securities . The Company seeks to minimize this risk through procedures designed at Dominari Securities to monitor the creditworthiness of its customers and to ensure that customer transactions are executed properly by the clearing brokers, by monitoring all customer activity and reviewing information it receives from its clearing broker on a daily basis.

Note 16. Related Party Transactions

In 2021, the ~~Company~~Dominari Holdings engaged the services of Revere Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes. Kyle Wool, Chief Executive Officer and one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023 and ~~currently~~held ~~holds~~ approximately 30% of Revere’s outstanding equity until May, 2025. From time to time, the Company participates in offerings of securities as an underwriter in transactions in which Revere is also participating as an underwriter. On such transactions, the Company earned $5.8 million during the year ended December 31, 2025 and $930,000 for the year ended December 31, 2024. Additionally, the Company incurred referral fees of approximately $50,000 ~~and $80,000~~ for the year ended December 31, 2024. ~~and~~As ~~2023~~of May 20, 2025, ~~respectively.~~Kyle Wool no longer holds an equity interest in Revere

~~The~~During 2024 , the Company ~~incurred~~collected fees on behalf of Series Funds, which were intended for future expenses of each Series entity. As of December 31, 2024, such amount was $~~157,000~~ 154 and is included in other current liabilities on the accompanying consolidated balance sheet.

During the year December 31, 2024, the Company entered into employee loans with various employees totaling $2.4 million. The terms of the loan agreements range from 3 years to 7 years, with an average annual interest rate of approximately 3.2%. The total interest received for the ~~year~~years ended December 31, ~~2024~~2025 and 2024 was approximately $51 thousand and $39 thousand,~~000~~ respectively . As of December 31, 2025 and 2024, the total outstanding balance of the employee loans was $1.8 million and $2.12 million, respectively and are included in loans to employees on the accompanying consolidated balance sheet.

Certain of the Company’s investments are made through related party special purpose vehicles. These are included within Note 5 of the consolidated financial statements and include the following investments: investment in Revere Master SPV Series 1 (Qxpress Pte Ltd), investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI), investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.), and investment in Dominari Master SPV LLC Series XII (Groq, Inc.).

The Company’s ~~earns~~investments ~~revenues~~in ~~for~~American ~~managing certain pooled investment vehicles~~Ventures ~~which~~LLC ~~are~~Series ~~related~~XIX ~~parties.~~(Skyline ~~These~~Builders ~~include~~Group ~~the~~Holdings ~~entirety of the management fee revenues ($0~~Ltd.~~1 million~~), ~~included within the advisory~~ and ~~management fees~~American ~~caption~~Ventures ~~within~~LLC ~~the~~Series ~~statement~~XIV of(JFB ~~operations.~~Construction AsHoldings) ofare ~~December 31, 2024, the total amount of contract liabilities disclosed in Note 2~~classified ~~represented~~as ~~amounts~~marketable ~~received in advance of revenue earned on managing such related party investment vehicles~~securities.

The Company owns 90% of AV Manager and AV Investment Manager, the remaining 10% is owned by non-controlling parties. As such, 10% of any profits earned by these entities are attributable to non-controlling interests and are presented in the unaudited consolidated statements of changes in stockholders’ equity. As of December 31, 2025, the amount attributable to non-controlling interest was $2.0 million. There are no outstanding amounts payable to non-controlling interests as of December 31, 2025.

The Company earns revenues for managing certain pooled investment vehicles which are related parties. These include the entirety of the management fee revenues totaling $0.6 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively and are classified as management fees in Note 12 and included in other revenue within the statement of operations. The total amount of contract liabilities disclosed in Note 3 represented amounts received in advance of revenue earned on managing such related party investment vehicles and are listed as contract liabilities in the statement of financial condition totaling $4.5 million and $1.1 million as of December 31, 2025 and 2024, respectively.

In the normal course of business, Dominari Securities provides underwriting and brokerage services to the Series Funds. As a result of services provided, the Company recognized approximately $15.7 million in underwriting revenue, $20.7 million in carried interest revenue, and $7.7 million of commission revenue during 2025.

 F-30

Note 17. Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information for the purposes of making operating decisions, allocating resources, and evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss.

The Company operates in two reportable business segments: (1) Dominari Financial and (2) Legacy AIkido. The Dominari Financial reportable business segment represents the Company’s broker-dealer business, which is composed of mostly underwriting and transactional service activities. The Legacy AIkido reportable business segment includes Aikido Labs, which manages the investments holdings of the legacy entity. Prior to the FPS Acquisition, the Company operated as a single operating segment comprised of Legacy AIkido.

The CODM has access to and regularly reviews internal financial reporting for each business and uses that information to make operational decisions and allocate resources. Accounting policies applied by the reportable segments are the same as those used by the Company and described in the “Summary of Significant Accounting Policies.”

F-28

The measures of segment profitability that are most relied upon by the CODM are gross revenue and net loss, as presented within the table below and reconciled to the statement of operations. Additionally, the CODM views the expenses listed below to be significant in their analysis.

	Year Ended December 31, 2024
	Year Ended December 31, 2025
	Dominari Financial			Legacy ~~AIkido~~Holding ~~Pharma~~Co.			Consolidated
Revenue	$	18123,~~146~~104		$	-—		$	18123,~~146~~104
Operating Costs
Compensation and benefits		1792,~~422~~601			452,~~558~~669			21145,~~980~~270
Professional and consulting fees		13,~~358~~107			123,~~358~~881			226,~~716~~988
Data processing		1,007			78			1,085
Other operating expenses		4,059			2,513			6,572
Other expenses		2,032			1,860			3,892
Income / (loss) from operations		23,337			(79,063	)		(55,726	)
Loss from operations		(3,673	)		(7,854	)		(11,527	)
Other (expenses) income
Other income		-—			8610			8610
Interest income		~~667~~—			~~293~~65			~~960~~65
Gain on marketable securities		~~2,158~~—			342,~~085~~276			542,~~243~~276
Unrealized loss on note receivable		-			(2,347	)		(2,347	)
Realized gain on note receivable		—			221			221
Change in carrying value of investments		-			(7,118	)		(7,118	)
Total other income		—			42,572			42,572
Total other (expenses) income		2,825			(6,001	)		(3,176	)
Net income (/loss) before income taxes		23,337			(36,491	)		(13,154	)
Net loss	$	(848	)	$	(13,855	)	$	(14,703	)
Provision for income taxes		—			7,318			7,318
Total assets	$	20,204		$	26,921		$	47,125
Net income (loss)	$	23,337		$	(43,809	)	$	(20,472	)
Non-controlling interests		1,963			—			1,963
Net loss attributable to stockholders	$	21,374			(43,809	)	$	(22,435	)
Total assets	$	47,372		$	65,535		$	112,907

	Year Ended December 31, 2023
	Dominari Financial			Legacy AIkido Pharma			Consolidated
Revenue	$	2,039		$	-		$	2,039
Operating Costs
Compensation and benefits		10,548			3,415			13,963
Professional and consulting fees		1,869			3,259			5,128
Data processing		806			126			932
Other expenses		1,266			2,546			3,812
Loss from operations		(12,450	)		(9,346	)		(21,796	)
Other (expenses) income
Other income		-			36			36
Interest income		229			487			716
Gain on marketable securities		-			630			630
Unrealized loss on note receivable		-			(3,248	)		(3,248	)
Change in carrying value of investments		-			780			780
Total other (expenses) income		229			(1,315	)		(1,086	)
Net loss	$	(12,221	)	$	(10,661	)	$	(22,882	)
Total assets	$	8,561		$	48,997		$	57,558

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Note 18. Subsequent Events

February 2025 Registered Direct Offering and Private Placement

On February 10, 2025, the Company entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock, unregistered Series A warrants to purchase up to 1,439,467 shares of common stock and unregistered Series B warrants to purchase up to 1,439,467 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering. In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, unregistered Series A warrants to purchase up to 2,436,587 shares of common stock and unregistered Series B warrants to purchase up to 2,436,587 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants (the “February 2025 Financings”). The Series A warrants are exercisable immediately upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance. The Series B warrants are exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance. The gross proceeds to the Company from the February 2025 Financings were approximately $13.5 million, before deducting fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the warrants.

Certain officers, directors, employees and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.

Advisory Agreements

On February 10, 2025, the Company entered into certain advisory agreements (the “Advisory Agreements”) with five newly appointed members of its advisory board for initial appointments of two years. The Company has issued an aggregate of 2,550,000 unregistered shares (the “Advisory Shares”) to the newly appointed members with an additional issuance of an aggregate of 850,000 Advisory Shares to be issued upon certain Company milestones being met.

The Advisory Shares were offered in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Advisory Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of Common Stock issued pursuant to the Advisory Agreements.

Bitcoin ETF Investment Strategy

In February 2025, the Company implemented a bitcoin investment strategy through investments in bitcoin Exchange-Traded Funds (“ETFs”) as a treasury reserve asset on an ongoing basis, subject to market conditions and the Company’s anticipated cash needs.

The Company views bitcoin ETFs as a reliable store of value, and believes bitcoin has compelling characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global instability. While a highly volatile asset, bitcoin’s price has also appreciated significantly since bitcoin’s inception. The Company believes that a substantial portion of bitcoin’s appreciation is attributable to the view that bitcoin is or will become a reliable store of value.

F-30

Strategic Initiative with Hut 8 Corp.

As a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company holds a 3.17% minority interest in American Bitcoin.

Dividend

On February 11, 2025, the Company declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis) of $0.32 per share, which was paid on March 3, 2025, to shareholders and certain warrant holders of record as of the close of business on February 24, 2025.

American Innovative Robotics, LLC

On March 24, 2025, the Company received approximately $1.1 million for full payment of the outstanding principal amount and accrued interest of its note receivable from American Innovative Robotics, LLC.

 F-31

	Year Ended December 31, 2024
	Dominari Financial			Legacy Holding Co			Consolidated
Revenue	$	20,971		$	—		$	20,971
Operating Costs
Compensation and benefits		17,422			4,558			21,980
Professional and consulting fees		1,358			1,358			2,716
Other expenses		3,039			1,938			4,977
Loss from operations		(848	)		(7,854	)		(8,702	)

Other (expenses) income
Other income		—			86			86
Interest income		—			293			293
Gain on marketable securities		—			3,085			3,085
Unrealized loss on note receivable		—			(2,347	)		(2,347	)
Change in carrying value of investments		—			(7,118	)		(7,118	)
Total other (expenses) income		—			(6,001	)		(6,001	)
Net loss	$	(848	)	$	(13,855	)	$	(14,703	)
Total assets	$	20,204		$	26,921		$	47,125

Note 18. Subsequent Events

Dividend Paid

On December 11, 2025, the Company declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis) of $0.432 per share, which was paid on January 26, 2026, to shareholders and certain warrant holders of record as of the close of business on January 5, 2025.

Sale of ABTC Stock

On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million. The transaction closed on January 20, 2026 with the receipt of the totality of the $32.4 million.

Restricted Stock Awards

On January 7, 2026, in connection with the transaction involving the Company’s investment in American Bitcoin, the Committee determined that it is in the best interests of the Company and its stockholders, to make a special equity grant to Messrs. Anthony Hayes and Kyle Wool, in accordance with the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and pursuant to stockholder approval to increase the number of shares of common stock reserved for issuance under the 2022 Plan. Pursuant to the Committee’s decision and upon stockholder approval, pursuant to which each received 3,000,000 shares of the Company’s common stock.

On March 4, 2026, upon approval of the Company’s stockholders to amend the 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan, the shares were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.

Special Meeting of Stockholders

On March 4, 2026, at a special meeting of stockholders, the Company’s stockholders approved amendments to (1) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan by 10,000,000 shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares of common stock and (2) Section 4(b) of the 2022 Plan to clarify the calculation of the annual increase in shares of common stock reserved for issuance under the 2022 Plan to provide that commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares reserved for issuance under the 2022 Plan shall automatically increase each January 1^st, by a number of shares equal to the lesser of (i) 20% of the total number of shares of common stock issued and outstanding on the immediately preceding December 31^st and (ii) such smaller number of shares of common stock as determined by the board of directors.

Amendments to Employment Agreements with Officers

On March 20, 2026, the Company entered into amendments to the employment agreements of each of Anthony Hayes (the Company’s Chief Executive Officer), and Kyle Wool (the Company’s President) (collectively, the “Employment Agreement Amendments”). Pursuant to each of the Employment Agreement Amendments, the executives agreed to replace the annual bonus provisions with a performance-based quarterly bonus in consideration for the issuance of 3,000,000 shares of common stock from the Company, as approved by vote of the shareholders of the Company on March 4, 2026.

 F-32

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and our ~~Principal~~principal ~~Financial~~financial ~~Officer~~officer, to allow timely decisions regarding ~~required~~ required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. With respect to the annual period ended December 31, ~~2024~~2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, our management has concluded that as of December 31, ~~2024~~2025, our disclosure controls and procedures were not effective due to the material weakness in our internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weaknesses in Internal Controls

AsDuring ofthe year~~-end~~ ended December 31, 2025, due to staffing and resource constraints, the Company required significant additional ~~time~~effort to close the books and records~~. Management after year end~~, ~~continued~~and torecord ~~perform its~~ appropriate account ~~reconciliations which required further~~ adjustments ~~to be recorded~~. As such, information technology, business processes and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis, (b) lack of ~~proper~~sufficient review over the accounting for certain ~~notes~~transactions ~~receivable~~recorded ~~accounted for~~ at fair value, (c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding user access provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation of controls.

Remedial Actions

As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. Management understands that the accounting standards applicable to our financial statements are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect to accounting issues and remediate this material weakness. The Company has engaged an outside consulting firm to assist in the closing process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of its financial reporting process. Additionally, the Company is planning to implement certain information technology related changes over the fiscal year ending December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our management, including our Chief Executive Officer and Principal Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 and concluded that our internal controls over financial reporting were not effective, due to the material weaknesses in our internal control over financial reporting as described above. In making this assessment, our management used the 2013 framework established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation of the consolidated financial statements.

This Annual Report does not contain an attestation report of our independent registered public accounting firm regarding internal control over financial reporting since the rules for smaller reporting companies provide for this exemption.

Changes in Internal Control over Financial Reporting

Effective October 1, 2025, the Company hired Tim Ledwick as Chief Financial Officer to assist the Company’s finance department. Other than this appointment and the material weaknesses described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, ~~2024~~2025 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In response to the material weaknesses identified above, the Company has implemented changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as of the year ended December 31, ~~2024~~2025. The Company is actively increasing the quantity and quality of our internal accounting personnel and has engaged external valuation specialists and accounting advisors with financial reporting expertise, so as to provide the Company with resources sufficient to properly design and implement internal controls which will prevent and detect material misstatements to the financial statements in a timely manner. The Company also plans to implement additional information technology related changes. In addition, the Company has implemented a multi-layered process to establish and review the valuation of long-term investments with such outside specialists discussed above.

As a result of these changes, the Company believes the material weaknesses described above will be remediated. However, due to the nature of the material weaknesses, it will not be considered remediated until the controls have been applied for a sufficient amount of time and management has performed testing of the controls to conclude that the controls are operating effectively.

Item 9B. OTHER INFORMATION

None.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the name, age and position of each current director and executive officer of the Company.

			Director
Name	Age	Position	Since
Anthony Hayes(4)(6)	5758	Chief Executive Officer, ~~Principal Financial Officer~~ and Chairman of the Board	2013
Tim S. Ledwick(1)(5)	67	Director	2015
Tim S. Ledwick	68	Chief Financial Officer	—
Gregory James Blattner(3)(7)	4748	Director	2018
Robert Dudley(1)(2)(4)(3)(6)	70	Director	2020
Brian Parsley(1)(2)(3)	55	Director	2025
Kyle Wool(4)(7)	4748	President and Director	2021
Soo Yu(6)	54	Special Projects Manager and Director	2022
Kyle Haug(1)(2)(4)(5)	43	Director	2023
Kyle Haug(1)(2)(4)(5)	42	Director	2023
Christopher Devall	44	Chief Operating Officer	—
Ronald Lieberman(7)	61	Director	2024
Christopher Devall	43	Chief Operating Officer	-

(1)	Member of our Audit Committee.

(2)	Member of our Compensation Committee.

(3)	Member of our Nominating Committee.

(4)	Member of our Investment Committee.

(5)	Class I Director whose directorship will be voted on by stockholders at the 2027 Annual Stockholder Meeting.

(6) Class II Director whose directorship will be voted on by stockholders at the ~~2025~~2028 Annual Stockholder Meeting.

(7)	Class III Director whose directorship will be voted on by stockholders at the 2026 Annual Stockholder Meeting.

The biographies of our current directors and significant employees are as follows:

Anthony Hayes

Mr. Anthony ~~Hayes,~~Hayeshas served as a director and Chief Executive Officer since 2013,. ~~has~~Mr. ~~served~~Hayes also serves as ~~the~~Chairman ~~Chief~~of ~~Executive~~SIM ~~Officer~~Acquisition ofCorp. ~~North~~I ~~South~~(NASDAQ: ~~since~~SIMAU, ~~March~~SIMA, ~~2013~~SIMAW), a blank check company, which completed its initial public offering in July 2024 and ~~since~~raised ~~June~~aggregate ~~2013,~~proceeds asof a$230 ~~consultant~~million. toBefore his role ~~our~~at ~~Company.~~Dominari, Mr. Hayes was ~~the~~a ~~fund~~partner ~~manager~~at ofNelson ~~JaNSOME~~Mullins, IPan ~~Management~~Am ~~LLC~~Law ~~and~~100 ~~JaNSOME~~law ~~Patent~~firm, ~~Fund LP~~ from ~~August~~May ~~2012~~1999 to ~~August~~March ~~2013,~~2010. ~~both~~His legal expertise and business ofacumen ~~which~~have hebeen ~~co-founded~~recognized through various accolades including by President George W. Bush who gave Mr. Hayes ~~was~~special recognition for creating the ~~founder~~Wills for Heroes program, a national 501(c)(3), in response to the September 11 attacks (willsforheroes.com), and ~~Managing~~his ~~Member~~work, “Avoiding ofthe ~~Atwater~~Post-Crisis ~~Partners~~Crisis: ofHow ~~Texas~~to ~~LLC~~Prevent ~~from~~Post-Crisis ~~March~~Donation ~~2010~~for Victims from Leading to ~~August~~Litigation”, ~~2012~~was published ~~and~~in athe ~~partner~~ICMA atJournal ~~Nelson~~(ICMA ~~Mullins~~Journal, ~~Riley~~January/February &2008). ~~Scarborough~~Other ~~LLP~~honors ~~from~~include ~~May~~IAM ~~1999~~IP toPersonality ~~March~~of ~~2010~~2013, American Board of Trial Advocates Young Lawyer of the Year and “20 Under 40” in Columbia, South Carolina. Mr. Hayes received his Juris ~~Doctorate~~Doctor from Tulane University Law School ofin ~~Law~~May ~~and~~1995, ~~his~~a ~~B.A.~~Bachelor of Arts in economics from Mary Washington College. Onin ~~September~~May 151990, ~~2024,~~and ashe is a ~~result~~member of ~~Mr.~~the ~~Way’s~~bar in the ~~resignation~~District asof ~~Chief~~Columbia, ~~Financial~~Florida, ~~Officer~~New York, and South Mr. Hayes ~~began~~received ~~serving~~his asJuris ~~the~~Doctorate ~~Company’s~~from ~~Principal~~Tulane ~~Financial~~University ~~Officer~~School of Law and his B.A. in economics from Mary Washington College. The Board of Directors believes Mr. Hayes is qualified to serve as a director of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer. Mr. Hayes executive experience provides him with valuable business expertise, which the Board believes qualifies him to serve as a Class II director of the Company.

Tim S. Ledwick

Mr. Tim S. Ledwick, ~~who~~has ~~joined~~served as athe ~~director~~Interim Chief inFinancial Officer of the Company since October 1, 2025. Prior thereto, he served as the Audit Committee Chair of the Company since 2015,. ~~was~~In ~~most~~2024 ~~recently~~& 2025 he provided fractional CFO services to a Nasdaq listed public safety technology and services company working with the Nasdaq and their external auditors to bring the company back into compliance with their reporting requirements. From 2011 until 2022 he was the Chief Financial Officer of SYFT, a private equity-backed company that ~~provides~~provided software solutions and services to hospitals ~~focused on reducing costs through superior inventory management practices~~ which was successfully sold to GHX in 2022. In addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet, Inc. (TKOI) a smart energy management technology company. From 2007 to 2011, Mr. Ledwick provided CFO consulting services to a $150 million services firm and, in addition, from 2007-2008 ~~also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million and $1 billion~~. From 2002 through 2006, Mr. Ledwick was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm and delivering seven times return to stockholders. From 2001-2002, Mr. Ledwick was brought on as CFO to lead the restructuring efforts of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached a high of $9 billion. From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising. Mr. Ledwick is a member of the Connecticut Society of Certified Public Accountants and received his BBA in Accounting from ~~The~~the George Washington University and his MS in Finance from Fairfield University. The Board of Directors believes that Mr. Ledwick’s executive experience and financial expertise qualifies him to serve as a director of the Company.

31Brian Parsley

Mr. Parsley, who joined as a member of our Board in September 2025, has more than 30 years of experience in entrepreneurship, sales and leadership development. He has founded and successfully exited multiple companies, including USAhire.com and WeSkill, which were both acquired. Parsley is a co-founder of The Constance Group, where he partners with organizations to transform sales and leadership cultures through behavioral science and human connection, where he has served since January 2001. From May 2009 to December 2013, he served as President at WeSkill, an online employment company. Prior to his experience at WeSkill, he served as President at Train One, which specializes in online sales training from 2001 to 2009. From May 1999 to January 2002, he served as President at USAhire, an online internet recruitment site, which was sold in 2001.

At the core of Parsley’s philosophy is The Human Factor™, a proprietary framework he developed to help leaders and organizations leverage authentic human connection as a driver of performance and trust in the digital age. Through this approach, he advises executives and teams on strategies to enhance performance, strengthen communication and drive measurable business outcomes. His work has helped companies across industries create more engaged workforces, build stronger client relationships and achieve sustainable growth in highly competitive markets.

Widely respected for his expertise, Mr. Parsley has consulted with Fortune 500 companies, been recognized as a Top 40 Executive Under 40 by the Business Journal and is a frequent contributor to leading business publications and industry conferences. The Board believes Mr. Parsley’s experience in entrepreneurship, sales and leadership development qualifies him to serve as a director of the Company.

Gregory James Blattner

Mr. ~~Gregory James~~ Blattner, ~~who~~has ~~joined~~served ason ~~a member of~~ our Board of Directors since in 2018, ~~has~~bringing nearly ~~ten~~25 years of experience inspanning the technology ~~industry~~and ~~specializing in~~ financial services. ~~Since January 2022~~industries, hewith ~~has~~expertise ~~served~~in ~~as the Vice President of AHEAD’s Managed Services business. AHEAD is technology services integrator~~enterprise ~~that helps its clients architect, deploy and manage all multiplatform hybrid~~ technology solutions., ~~Prior~~managed ~~to AHEAD~~services, ~~Mr.~~data ~~Blattner spent 7 years at Agio~~center, aAI ~~progressive managed information technology~~ and cybersecurity. ~~services~~Most ~~provider~~recently, ~~where~~ he ~~was~~joined ~~responsible~~Red ~~for~~River ~~sales and~~as ~~account~~Vice ~~management~~President of ~~enterprise accounts. Prior to Agio, from May 2013 to December 2013, Mr. Blattner was a business development~~Managed ~~manager~~Services ~~for the Eikon platform at Thomson Reuters~~Sales. ~~From~~Red ~~2010~~River tois ~~2013, Mr. Blattner was~~ a ~~sales~~technology ~~manager~~transformation atcompany ~~American~~specializing ~~Express for its foreign exchange business. From 2005 to 2009, Mr. Blattner held various positions at JPMorgan, first~~ in ~~the~~AI-driven ~~operational~~cybersecurity ~~risk~~and ~~management~~IT ~~arm~~infrastructure ofsolutions ~~the~~for ~~investment~~government ~~bank~~ and ~~later~~enterprise ~~in Foreign Exchange product sales for its treasury services business~~customers. ~~From~~In ~~2000~~this ~~to 2004~~role, ~~Mr.~~he ~~Blattner~~is ~~was an~~focused ~~associate~~on atdriving ~~Morgan~~new ~~Stanley’s~~enterprise ~~corporate~~relationships ~~treasury~~and ~~funding~~expanding ~~desk.~~Red ~~He earned a bachelor~~River’s ~~degree from Iona College. The Board~~ ofpresence ~~Directors~~in ~~believes~~the ~~Mr.~~managed ~~Blattner’s~~services, ~~extensive~~data ~~experience~~center ~~in technology~~ and ~~operations~~cloud ~~solutions qualifies him to serve as a director of the Company~~ecosystem.

~~Robert~~Prior ~~Dudley~~to Red River, Mr. Blattner served as Vice President of Managed Services Sales at AHEAD, a leading technology services integrator that helps organizations design, deploy, and manage complex, multi-platform hybrid technology environments, where he led high-growth enterprise sales teams serving highly regulated industries. Before joining AHEAD, Mr. Blattner spent seven years at Agio, a pioneer in managed IT and cybersecurity services, where he served as Executive Director of Business Development. In that role, he helped scale annual recurring revenue and developed high-performing sales talent across financial services, healthcare, and industrial markets. Earlier in his career, Mr. Blattner held a succession of increasingly senior roles at prominent global financial institutions, (JP Morgan, Morgan Stanley, American Express and Thomson Reuters).

Mr. Robert Dudley, who joined as a member of our Board of Directors in 2020, currently serves as the National and Metropolitan New York City Regional Sales Manager for Select Sector Standard & Poor’s Depositary Receipts (“SPDRs”). Prior to joining Select Sector SPDRs in 2008, Mr. Dudley held several managerial positions at Merrill Lynch from 1981 through 2007. Mr. Dudley began his career in the Merrill Lynch White Weld Capital Markets in Corporate Bond Syndicate, later moving to Sales Manager for Taxable Fixed Income and Equity Marketing. Later, Mr. Dudley managed Merrill Lynch Consults for the New York City District and ended his career as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch Office. The Board of Directors believes that Mr. Dudley’s executive experience and financial expertise qualifies him to serve as a director of the Company.34

Mr. Blattner holds a bachelor’s degree from Iona College. The Board believes his broad command of technology, cybersecurity, financial services, and operational leadership positions him as an exceptionally valuable contributor to the Company’s strategic direction.

Kyle Wool

Mr. Kyle Wool, who joined as a member of our Board of Directors in 2021, currently serves as the President of Dominari Holdings, CEO of Dominari Financial, and the CEO of Dominari Securities. He boasts over 20 years in various aspects of global finance ~~previously~~ as a Managing Director of Oppenheimer & Co., and Head of Wealth ~~Management~~ Management for their Asian branch from 2005 to 2013, Executive Director at Morgan Stanley May 2013 to January 2021, and President of Revere Securities LLC from February 2021 to June 2022. His extensive knowledge allows him to provide invaluable strategic guidance while advising those on the team managing all facets related to financial services categories with senior level insights that ensure success across the board within an organizing whose growth strategies, he actively contributes towards cultivating. Mr. Wool is also active in various philanthropic endeavors both domestically and abroad. He currently serves as a board member of LifeLine NY, a board member of the CIRSD (Center for International Relations and Sustainable Development), a board member of Project Rousseau, and ~~also~~ a board member of Lang Lang International Music Foundation. Mr. Wool holds Series 7, 63, & 24 securities licenses. The Board of Directors believes that Mr. Wool’s extensive experience in banking and wealth management qualifies him to serve as a director of the Company.

Soo Yu

Ms. Soo Yu, who joined as a member of our Board of Directors in 2022, currently serves as the Special Projects Manager of Dominari Holdings and is the managing Director of International Private Client Services for Dominari Securities where she leads the top performing Wool Group. With more than a decade of experience working in financial services, she focuses on international business development and the cultivation of overseas client banking relationships. A naturalized U.S. citizen originally from South Korea, Ms. Yu brings significant expertise in Asian markets and expansive global reach through her connectivity with international contacts. Before joining Dominari, Ms. Yu was Managing Director of Revere Securities. Ms. Yu earned her B.A. in Fine Arts from the Fashion Institute of Technology and studied at the University of Nottingham and the Paris Fashion Institute. She holds Series 7, 66, 24 securities licenses, New York Life, Accident and Health Insurance Agent/Broker, New York Property and Casualty Insurance Agent/Broker and Real Estate License. Previously, she maintained her Series 79 securities license. Ms. Yu actively supports several nonprofit organizations, including philanthropies committed to improving the lives of children and the elderly as well as sustainability. She is currently a board member of The Korean Community Services of Metropolitan New York, Inc. The Board of Directors believes that Ms. Yu’s wealth management experience qualifies her to serve as a director of the Company.

Kyle Haug

Mr. Kyle Haug, a member of the Board of Directors since 2023, currently serves as the Chief Operating Officer, Chief Technology Officer and Chief Marketing Officer for Haug Partners LLP. Haug Partners is an intellectual property law firm with offices in New York, Washington D.C. and West Palm Beach. The firm specializes in protecting innovator portfolios in the life science, automobile and technology sectors. Mr. Haug graduated with a B.S. in Administration of Justice from Penn State University where he was a collegiate swimmer. Mr. Haug served on the Junior Council for the American Museum of Natural History for over a decade and is a current committee member at the Metropolitan Club, Plandome Country Club and Haug Family Foundation. The Board of Directors believes Mr. Haug’s extensive experience and skill in aiding the growth of company operations qualifies him to serve as a director of the Company.

Ronald Lieberman

Mr. Ronald Lieberman, a member of the Board of Directors since 2024, has been the Executive Vice President of Management and Development of The Trump Organization since 2007. Prior to joining The Trump Organization, Mr. Lieberman served as Director of Revenue and Concessions for the New York City Department of Parks and Recreation for over 19 years. Mr. Lieberman graduated with a B.S. in Business Management from Binghamton University. The Board of Directors believes Mr. Lieberman’s extensive experience and skill in aiding the growth of company operations qualifies him to serve as a director of the Company.

Christopher Devall

Mr. Christopher Devall has served as the Chief Operating Officer of the Company since January 1, 2023. Prior to that he was the Company’s Vice President of Operations from July 1, 2022, to January 1, 2023 and was a member of its advisory board from April 2022 to June 2022. He currently serves as the Chief Executive Officer or SIM Acquisition Corp. I (NASDAQ: SIMAU, SIMA, SIMAW), a blank check company, which completed its initial public offering in July 2024 and raised aggregate proceeds of $230 million. Prior to joining Dominari, Mr. Devall served as senior operations ~~department~~ department head in the Department of Defense from February 2019 to June 2022, and as a senior operations department manager from April 2016 to January 2019. Mr. Devall is a retired military veteran. He holds a and received his Masters of Business Administration from the University of of Virginia Darden School of Business and holds a B.S. in Strategic Studies and Defense Analysis from Norwich University. He also maintains active FINRA registration and holds Series 7, 66, and 24 licenses and serves on the board of directors of Dominari Securities LLC. In addition to his executive responsibilities, Mr. Devall ~~has~~is active in his community and supports various nonprofit organizations, including serving as a director of The Forge Christian Ministries and Secretary of the Dominari Charitable Foundation. Mr. Devall has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Devall and any other person pursuant to which he was appointed as an officer of the Company. The Board of Directors believes that Mr. Devall’s prior operations background qualifies him to serve as the Chief Operating Officer of the Company.

Family Relationships

There are no arrangements between our directors, executive officers and any other person pursuant to which our directors were nominated or elected for their positions. ~~Mr. Wool and Ms. Yu have been married since December 2010.~~

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock. Anyone required to file such reports also needs to provide us with copies of all Section 16(a) forms they file.

Based solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to ~~2024~~2025 and (ii) certain written representations of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to ~~2024~~2025 were filed in a timely manner~~, except for the Form 3 filed April 5, 2024 for Jaime Mercado Jr~~.

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and is currently comprised of Mr. ~~Tim~~Kyle ~~Ledwick~~Haug (Chairman), ~~Mr. Robert Dudley~~ and Mr. ~~Kyle~~ ~~Haug~~Brian Parsley, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements for audit committee members. The Board of Directors has also determined that Mr. ~~Ledwick~~ Haug is an “audit committee financial expert,” as defined by the applicable rules of the SEC and Nasdaq.

The Audit Committee is responsible for, among other things:

●

reviewing the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

● appointing, replacing and discharging our independent registered public accounting firm;

●

pre-approving the professional services provided by our independent registered public accounting firm;

●

appointing, replacing and discharging our independent registered public accounting firm;

●

reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm; and

●

reviewing our financial reporting and accounting policies, including any significant changes, with our management and our independent registered public accounting firm.

Nominating Committee

The Nominating Committee currently consists of Mr. Gregory James Blattner (Chairman) and Mr. ~~Robert~~Brian ~~Dudley~~Parlsey, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements.

The Nominating Committee reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by stockholders. The Nominating Committee promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations to our stockholders, and oversees the establishment of, and compliance with, appropriate governance standards.

Compensation Committee

The Compensation Committee currently consists of Mr. ~~Robert~~Brian ~~Dudley~~Parlsey (Chairman) and Mr. Kyle Haug, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements. In addition, each member of the Compensation Committee has been determined to be a non-employee director under Rule 16b-3 as promulgated under the Exchange Act. The Compensation Committee reviews and recommends to the Board of Directors ~~the~~ the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors.

3436

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served as a member of the Compensation Committee of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.

Compensation Recovery

Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of material noncompliance with the financial reporting requirements that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our current and former executive officers. We have adopted a clawback policy to address this, which is attached as an exhibit filed with this Annual Report.

Investment Committee

The Investment Committee currently consists of Mr. Kyle Wool (Chairman), Mr. Anthony Hayes, ~~Mr. Robert Dudley~~ and Mr. Kyle Haug. The Investment Committee recommends and oversees the Company’s investment transactions, management, policies, and guidelines, including reviews of investment manager selection, establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure policies and guidelines.

Code of Ethics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available on our website, www.dominari.com. The information on or accessed through our website is deemed not to be incorporated in this Annual Report or to be part of this Annual Report.

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company itself. The Company believes these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.

Item 11. EXECUTIVE COMPENSATION

Named Executive Officers

Our named executive officers (“NEOs”), which consist of (i) all individuals serving as our principal executive officers during fiscal year ~~2024~~2025, (ii) two other of our most highly compensated executive officers who were serving as executive officers at December 31, ~~2024~~2025, and (iii) up to two other of our most highly compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as an executive officer at December 31, ~~2024~~2025, are:

● Anthony Hayes, our Chief Executive Officer, ~~Director, Principal Accounting Officer,~~ and ~~Principal~~Chairman ~~Financial~~of ~~Officer~~the Board;

● ~~Soo~~Kyle YuWool, our ~~Special Projects Manager~~President; and

● ~~Kyle~~Christopher ~~Wool~~Devall, our ~~President~~Chief Operating Officer.

3537

The following Summary of Compensation table sets forth the compensation paid by our Company during the two fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024, to our NEOs.

Summary of Compensation Table

Name and Principal Position	Year		~~Salary ($)~~		Salary ($)		~~Bonus ($)~~		Bonus ($)		~~Stock Awards ($)(1)~~		Stock Awards ($)(1)		~~Non-Equity Incentive Plan Compensation ($)(2)~~		Option Awards ($)(1)		~~All Other Compensation ($)(3)~~		Non-Equity Incentive Plan Compensation ($)(2)		~~Total ($)~~		All Other Compensation ($)(3)		Total ($)
Anthony Hayes,	~~2024~~	2025		~~650,000~~		650,000		-		8,500,000		~~641,235~~		4,295,894		~~951,156~~		13,065,000		~~534,301~~		5,712,911		~~2,776,692~~		385,295		32,609,100
Chief Executive Officer, Director,	2023			500,000				500,000				-				-				-				1,000,000
Chief Executive Officer		2024				650,000				—				641,235				—				951,156				534,301		2,776,692
Principal Accounting Officer and
and Chairman of the Board
Principal Financial Officer
Kyle Wool,		2025				500,000				11,000,000				860,000				13,065,000				4,802,911				187,862		30,416,667
Kyle Wool,	2024			500,000				-				641,235				951,156				746,344				2,838,735
President		2024				500,000				—				641,235				—				951,156				746,344		2,838,735
President	2023			500,000				-				-				-				100,360				600,360
Christopher Devall, Chief Operating Officer.		2025				350,000				50,000				2,215,002				—								262,463		2,877,465
Soo Yu,	2024			150,000				-				-				2,260,467				3,755				2,414,222
Special Projects Manager	2023			106,875				-				5,266,666				2,916,124				16,250				8,305,915

(1) The amount reported in ~~this~~these ~~column~~columns represents the aggregate grant date fair value of stock and options granted to ~~Messrs.~~our ~~Hayes~~NEOs ~~and Wool~~ during ~~2024~~2025, as calculated in accordance with FASB ASC Topic 718. ~~The~~We ~~stock~~provide ~~was~~information ~~earned~~regarding ~~pursuant to~~ the ~~attainment~~assumptions ofused ~~certain~~to ~~revenue~~calculate ~~milestones for~~ the ~~Company,~~value asof ~~set~~all ~~forth~~awards inmade ~~the~~to ~~employment~~our ~~agreements~~NEOs ~~for~~in ~~Messrs.~~Note ~~Hayes~~3 ~~and~~to ~~Wool~~the ~~(each,~~consolidated asfinancial ~~described~~statements ~~below).~~included ~~The~~in ~~stock~~this ~~was~~annual ~~fully vested on the grant date~~report.

(2) For Messrs. Hayes and Wool, the amounts reported in this column are compensation earned ~~(i)~~ pursuant to (i) the Company’s attainment of certain revenue milestones, as set forth in the employment agreements for Messrs. Hayes and Wool (each, as described below), and (ii) asnet ~~management~~revenue ~~fees~~achieved ~~based on the values of transactions completed~~ by the Company’s ~~SPV~~wholly-owned subsidiary., ~~For~~Dominari ~~Ms. Yu~~Securities, ~~the amount reported~~ in ~~this~~accordance ~~column~~with ~~represents~~ the ~~cash payment earned by Ms. Yu pursuant to her~~ employment ~~agreement~~agreements for ~~attaining certain assets under management goals, as more fully discussed below~~Messrs. ~~The~~Hayes ~~amount~~and ~~also includes performance compensation based on sales production paid at a rate of 65%~~Wool.

(3) For Mr. Hayes, the amount shown in this column represents ~~compensation received in the form of~~ (a) ~~gross-up~~Company ~~for~~payments ~~federal~~towards ~~and~~Mr. ~~Virginia~~Hayes’ ~~taxes~~health ~~due~~benefits, on(b) ~~the~~Company ~~value~~contributions ofto ~~the~~its ~~stock~~401(k) ~~awards~~plans on Mr. Hayes’ ~~received~~behalf, inand ~~2024~~(c) ~~and~~dividends ~~Company~~received ~~contributions~~on tovested ~~its~~stock ~~401(k)~~granted ~~plans~~in 2025. For Mr. Wool, the amount shown in this column ~~represent~~represents (i) ~~compensation~~payments ~~received~~for insocial ~~the~~club ~~form~~memberships, of(ii) aCompany ~~gross-up~~contributions ~~for~~to ~~federal~~its ~~and~~401(k) ~~New~~plan ~~York taxes due~~ on ~~the value of the stock awards~~ Mr. Wool’s ~~received in 2024~~behalf, (iiiii) Company payments ~~for~~towards ~~social~~Mr. ~~club~~Wools’ ~~memberships~~health benefits, and (~~iii~~iv) ~~Company~~dividends ~~contributions~~received toon ~~its~~vested ~~401(k)~~stock ~~plan~~granted in 2025. The amounts for MsMr. YuDevall ~~reflects~~reflect Company contributions to its 401(k) plan on Mr. Devall’s behalf and Company payments for Mr. Devall’s health benefits, and dividends received on vested stock granted in 2025.

Narrative Disclosure to Summary of Compensation Table

Employment Agreements

Anthony Hayes

On June 28, 2021, we entered into an employment agreement with Anthony Hayes (the “Hayes Agreement”), pursuant to which Mr. Hayes serves as our Chief Executive Officer. Under an amendment effective April 1, 2023, the term of the Hayes Agreement is for five years from the effective date of the amendment with automatic one-year extensions unless either the Company or Mr. Hayes gives six months’ non-renewal notice.

36Pursuant to an amendment effective June 24, 2025, the Hayes Agreement was amended to increase Mr. Hayes’ annual base salary of $500,000 to $650,000 effective January 1, 2024, and an annual bonus. The annual bonus has two components, one is an annual revenue bonus that becomes payable upon the Company’s achievement of certain annual revenue targets, as stated in the table below.

Pursuant to an amendment effective December 6, 2023, the Hayes Agreement provides that Mr. Hayes shall receive an annual base salary of $500,000, which was raised to $650,000 effective January 1, 2024, and an annual bonus. The annual bonus is paid in a combination of cash and shares of our common stock upon the Company’s achievement of certain annual revenue targets, as stated in the table below.

Annual Revenue		Annual Bonus
$3,500,000 or more		$150,000, plus
Between $7.5mm and $15mm		$250,000, plus
$15mm or more		$500,000, plus

Annual Revenue		Annual Bonus
$3,500,000 or more		$150,000, plus 154,559 shares
Between $7.5mm and $15mm		$250,000, plus 154,599 shares
$15mm or more		$500,000, plus 154,559 shares

The second component is a net revenue bonus equal to 15% of the sum of (i) all fees and proceeds received by the Company’s wholly-owned subsidiary, Dominari Securities LLC (the “IB”), in connection with investment banking services performed by the IB, including but not limited to the proceeds received from the exercise and sale of shares underlying any warrants or options issued in connection therewith, less the fees and expenses paid to individual representatives (i.e. broker payouts) of the IB out of such fees and/or proceeds (“Net Investment Banking Fees”) and (ii) any revenue received by the Company or any of its subsidiaries, including but not limited to the IB, in connection with alternative business opportunities that occur from time to time, including but not limited to, profits (including proceeds from warrants and options) received on all carried interest on “Special Purpose Vehicles” or other investment vehicles that the Company or any of its subsidiaries, including but not limited to IB, may have a pecuniary interest in (“Alternate Revenue”). Alternate Revenue is broadly interpreted to capture any revenue not included in Net Investment Banking Fees that benefits the Company or any of its subsidiaries and is net of any fees or expenses paid to any employees of the Company or its subsidiaries, including the IB.

Our Board of Directors may adopt different or additional performance criteria for future years after consultation with Mr. Hayes, provided that such criteria must be reasonably attainable. The bonus, to the extent earned, will be paid ~~following~~on the ~~completion~~date ofon ~~our~~which annual ~~audit~~bonuses ~~and~~are ~~public~~paid ~~announcement~~generally ofto ~~such results (and in all cases by July 31 of~~ the ~~year~~Company’s ~~following~~senior ~~the performance year)~~executives, provided that Mr. Hayes is ~~actively~~ employed onwith ~~April 15th of~~ the ~~year~~Company ~~following~~on the ~~performance~~payment ~~year~~date. In ~~2024~~2025, the payment of the bonuses was accelerated and paid upon the incremental certification by our Compensation Committee that the Company achieved the applicable revenue targets.

The Hayes Agreement also provides that Mr. Hayes will be entitled to participate in pension, profit sharing, group insurance, hospitalization, group health and benefit plans, perquisites, and all other benefits and plans the Company provides to its senior officers. If at any time during the term, the Company does not provide its senior executives with health insurance, Mr. Hayes will be entitled to secure such insurance for himself and his immediate family and the Company will reimburse him for the cost of such insurance.

The Hayes Agreement provides that upon Mr. Hayes’ termination due to (A) his death, (B) disability, (C) by the Company without cause (as defined in the Hayes Agreement), or (D) due to the Company not renewing the Hayes Agreement term, he or his estate will be entitled to the following: (i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, and (iii) the pro-rata portion of any earned annual bonus.

If Mr. Hayes’ employment is terminated (A) by Mr. Hayes for good reason (as defined in the Hayes Agreement) or (B) within 30 days of a change in control (as defined in the Hayes Agreement), then Mr. Hayes will be entitled to receive the following: (i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, (iii) the pro-rata portion of any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

~~Soo Yu~~39

On April 3, 2023, we entered into an employment agreement with Soo Yu (the “Yu Agreement”), pursuant to which Ms. Yu serves as both the Special Projects Manager and a registered representative of the Company performing broker services. The Yu Agreement has a one-year term, which the Company may extend at its discretion. If the Company does not extend the term, Ms. Yu’s continued service with us will be limited to broker services, which will be provided on an at-will basis.

The Yu Agreement provides that Ms. Yu shall receive a base salary of $150,000 per annum, which must be paid through the end of the term or any extension of the term unless Ms. Yu is terminated for cause (as defined in the Yu Agreement) or terminates voluntarily without Good Reason (as defined in the Yu Agreement). Additionally, the Yu Agreement provides that Ms. Yu will be entitled to receive a performance bonus based on the gross revenue she generates over a trailing twelve-month period in accordance with the formula below.

Trailing 12 month Gross Revenue ($)	Grid
1 to 999,999		50	%
1,000,000 to 1,999,999		55	%
2,000,000 and up		60	%

Any compensation earned by Ms. Yu pursuant to the table will be paid to Ms. Yu on a monthly basis on or about the 15th day following the end of each calendar month in which the underlying Gross Revenue was generated by Ms. Yu, with compensation earned being limited by the proceeds actually paid to the Company (rather than accrued). We agreed to commence Ms. Yu’s performance at the $2,000,000 level based on her most recent 12-month production with her prior employer. This level may only be adjusted after April 3, 2024, and is currently 65%.

In addition to the gross revenue bonus, the Yu Agreement also provides for production payments (“Production Payments”) of up to $8,000,000, to be paid in equal payments of $2,666,666, upon Ms. Yu’s attainment of the following production goals:

● Completing all required registrations and providing binding commitments and opening accounts for clients with assets under management or account value of at least $50,000,000;

● Providing binding commitments and opening accounts for clients with assets under management or account value of at least $150,000,000 in the aggregate; and

● Providing binding commitments and opening accounts for clients with assets under management or account value of at least $560,000,000 in the aggregate.

The account values are inclusive of prior account values. Each of the Production Payments will be paid as soon as administratively feasible after the date on which the conditions for a given payment are met but no later than 30 days, provided that the Company is in full compliance with its net capital and other regulatory requirements at that time. Production Payments will be made fifty percent (50%) in cash and fifty percent (50%) in shares of the Company. The Production Payments are subject to pro rata clawback if Ms. Yu is terminated for cause or resigns without good reason during the seven (7) years following the payment date of any Production Payment.

Pursuant to the Yu Agreement, Ms. Yu is subject to a perpetual confidentiality covenant, and for the duration of Ms. Yu’s employment and for the twelve months immediately following her termination of employment with the Company, a covenant not to solicit the Company’s clients and service providers.

Kyle Wool

On October 12, 2022, ~~our~~the ~~subsidiary~~Company ~~Dominari Financial~~ entered into an employment agreement with Kyle Wool (the “Wool Agreement”), pursuant to which Mr. Wool serves as the Chief ~~Executive~~ Executive Officer of Dominari Financial. The term of the Wool Agreement is five years with automatic one-year extensions unless either ~~Dominari~~ ~~Financial~~the Company or Mr. Wool gives six months’ non-renewal notice.

The Wool Agreement provides that Mr. Wool shall receive an annual base salary of $500,000 and an annual bonus. The annual bonus ishas ~~paid~~two incomponents, aone ~~combination~~is ofan ~~cash~~annual ~~and~~revenue ~~shares~~bonus ~~of our common~~that ~~stock~~becomes payable upon ~~Dominari~~the ~~Financial~~Company’s achievement of certain annual revenue targets, as stated in the table below.:

Annual Revenue		Annual Bonus
$3,500,000 or more		$150,000, plus ~~154,559 shares~~
Between $7.5mm and $15mm		$250,000, plus ~~154,599 shares~~
$15mm or more		$500,000, plus ~~154,559 shares~~

~~Our~~The ~~Board~~second ofcomponent ~~Directors~~is ~~may~~a ~~adopt~~net ~~different~~revenue orbonus equal ~~additional~~to ~~performance~~15% ~~criteria~~of ~~for~~the ~~future~~sum ~~years~~of ~~after~~(i) ~~consultation~~all ~~with~~fees ~~Mr.~~and ~~Wool~~proceeds received by the IB, ~~provided~~in ~~that~~connection ~~such~~with ~~criteria~~investment ~~must~~banking beservices ~~reasonably~~performed ~~attainable. The~~by ~~bonus~~the IB, including but not limited to the ~~extent~~Net ~~earned,~~Investment ~~will~~Banking beFees ~~paid~~and ~~following~~(ii) any revenue received by the ~~completion~~Company or any of ~~our~~its ~~annual~~subsidiaries, including ~~audit~~but ~~and~~not ~~public~~limited ~~announcement~~to ofthe ~~such~~IB, ~~results~~in connection with alternative business opportunities that occur from time to time, including but not limited to, profits (including proceeds from warrants and in options) received on all ~~cases~~carried byinterest ~~July~~on 31“Special ofPurpose ~~the~~Vehicles” or ~~year~~other ~~following~~investment vehicles that the ~~performance~~Company ~~year)~~or any of its subsidiaries, ~~provided~~including ~~that~~but Mrnot limited to IB, may have a pecuniary interest in. ~~Wool~~Alternate Revenue is ~~actively~~broadly ~~employed~~interpreted onto ~~April~~capture ~~15th of~~any ~~the~~revenue ~~year~~not ~~following~~included ~~the~~in ~~performance~~Net ~~year.~~Investment InBanking ~~2024,~~Fees that benefits the ~~payment~~Company or any of ~~the~~its ~~bonuses~~subsidiaries ~~was~~and ~~accelerated~~is ~~and~~net ~~paid~~of ~~upon~~any ~~the~~fees ~~incremental~~or ~~certification by~~expenses ~~our~~paid ~~Compensation~~to ~~Committee~~any ~~that~~employees of the Company ~~achieved~~or ~~the~~its ~~applicable~~subsidiaries, ~~revenue~~including ~~targets~~the IB.

38Our Board of Directors may adopt different or additional performance criteria for future years after consultation with Mr. Wool, provided that such criteria must be reasonably attainable. The bonus, to the extent earned, will be paid on the date on which annual bonuses are paid generally to the Company’s senior executives, provided that Mr. Wool is employed with the Company on the payment date. In 2025, the payment of the bonuses was accelerated and paid upon the incremental certification by our Compensation Committee that the Company achieved the applicable revenue targets.

The Wool Agreement also provides that Mr. Wool will be entitled to participate in pension, profit sharing, group insurance, hospitalization, group health and benefit plans, perquisites, and all other benefits and plans Financial provides to its senior officers. If at any time during the term, ~~Dominari~~the ~~Financial~~Company does not ~~provide~~ provide its senior executives with health insurance, Mr. Wool will be entitled to secure such insurance for himself and his immediate family and the ~~Dominari~~Company ~~Financial~~ will reimburse him for the cost of such insurance.

Pursuant to the Wool Agreement, Mr. Wool is entitled to receive the following: (i) the support of an administrative assistant, (ii) reimbursement for his personal cell phone expenses, (iii) a monthly expense account of up to $20,000 for his business use, (iv) up to $100,000 in reimbursement for health care and social club memberships, and (v) subject to ~~Dominari~~the ~~Financial~~Company’s consent, reimbursement for all other reasonable out-of-pocket expenses actually ~~incurred~~ incurred or paid by Mr. Wool in the course of his employment.

The Wool Agreement provides that upon Mr. Wool’s termination due to (A) his death, (B) his disability, (C) within 40 days of the consummation of change in control transaction (as defined in the Wool Agreement), or (D) due to ~~Dominari~~the ~~Financial~~Company not renewing the Wool Agreement term, he or his estate will be entitled to the following: (i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, and (iii) the pro-rata portion of any earned annual bonus.

If Mr. Wool’s employment is terminated (A) by Mr. Wool for good reason (as defined in the Wool Agreement) or (B) by ~~Dominari~~the ~~Financial~~Company without cause (as defined in the Wool Agreement), then Mr. Wool will be entitled to receive the following: (i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, (iii) the pro-rata portion of any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

~~Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information~~40

~~The~~Chris Company does not maintain a policy on the timing of awards of options in relation to the disclosure of material nonpublic information. Our Board of Directors and Compensation Committee did not take into account any material nonpublic information in determining the timing of the equity awards made to our NEOs in 2024, as such awards were made pursuant to their employment agreements and granted upon the attainment of specified performance goals. We did not time the disclosure of material nonpublic information for the purpose of affecting the value of our executive compensation in 2024.Devall

On July 1, 2022, we entered into an employment agreement with Mr. Christopher Devall pursuant to which Mr. Devall served as the Vice President (now, our Chief Operations Officer), for a period of five years, which shall automatically be extended for an additional year unless either party provides notice of non-renewal. Mr. Devall’s employment agreement was amended on July 1, 2023 in connection with his appointment to serve as our Chief Operations Officer. Pursuant to the amended agreement, Mr. Devall is entitled to receive a base salary of $350,000. Mr. Devall was paid a $50,000 signing bonus in restricted stock that fully vested on January 1, 2023. Mr. Devall’s employment agreement also provides for an annual bonus of a minimum of $50,000, to be paid in cash or restricted shares of the Company’s common stock based on the determination of the Compensation Committee of the Board of Directors. Mr. Devall also received a restricted stock grant in the amount of $1,000,000 in connection with his commencement of employment. Mr. Devall is also entitled to the payment or reimbursement of up to $10,000 per month for reasonable out-of-pocket expenses.

The employment agreement also provides for customary events of termination of employment and provides that in the event of termination as a result of Mr. Devall’s death or disability, Mr. Devall is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if he elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr. Devall’s employment the Company will pay such amount of the COBRA premiums so that Mr. Devall is only required to pay the portion of the premiums that active employees are required to pay; and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with any bonus plan to which Mr. Devall was a participant as of the date of death or disability. In the event of termination of Mr. Devall’s employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by Mr. Devall for “good reason” (as such term is defined in the employment agreement), (iii) by the Company, without cause, or (iv) by Mr. Devall, in the event of a change in control, then Mr. Devall is entitled to the same severance as provided above. Additionally, if termination is by Mr. Devall for good reason or by the Company, without cause, then all equity grants held by Mr. Devall will immediately vest.

Retirement Benefits

Our NEOs are eligible to participate in our 401(k) plan, which is a defined contribution plan offered to all of our full-time employees. There are no other retirement benefit arrangements covering our NEOs.

Termination and Change in Control Benefits

The material terms of the contracts with each of our NEOs are summarized above, including the payments to NEOs at, following, or in connection with the resignation, change in control, or other termination of an NEO.

~~Outstanding Equity Awards at December 31, 2024~~41

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable(1)		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Anthony Hayes		2,941		-	$	10.88		12/23/2030
Soo Yu		-		-		-		-
Kyle Wool		-		-		-		-

Outstanding Equity Awards at December 31, 2025

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Anthony Hayes	12/23/2020		2,941		—	$	10.88		12/23/2030
	2/10/2025		5,000,000		—	$	6.16		2/10/2035
Kyle Wool	2/10/2025		5,000,000		—	$	6.16		2/10/2035
Christopher Devall			—		—		—		—

(1)	These options are fully vested.

Pay versus Performance

Pursuant to Section 953(a) of the Dodd-Frank ~~Wall~~ Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as described in the footnotes to the following table. The Company previously reported an estimated “net loss” number in this table because the Company’s audited financial statements were not complete as of the date of the Company’s most recent proxy statement. The Company’s audited financial statements are now complete and the “net loss” reported below is derived from such audited financial statements.

In accordance with the transitional relief under the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(4)		Value of Initial Fixed $100 Investment Based On TSR(5)		Net Income (Loss) $ 000s(6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2024		2,776,692		2,776,692		2,626,479		2,626,479	$	9.97	$	(14,954	)
2025	$	32,609,100	$	32,609,100	$	16,647,066	$	16,647,066	$	167.38	$	(22,435	)
2024	$	2,776,692	$	2,776,692	$	2,626,479	$	2,626,479	$	30.01	$	(14,954	)
2023	$	1,000,000	$	1,000,000	$	4,453,138	$	4,453,138	$	25.82	$	(22,882	)
2022	$	1,693,350	$	1,693,350	$	406,499	$	406,499	$	32.70	$	(22,107	)

(1)	For each year shown, the PEO was the Chief Executive Officer, Anthony Hayes. The values reflected in this column reflect the “Total Compensation” paid to Mr. Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation Table.

(2)

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hayes, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hayes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr. Hayes:

Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO	2024			2023		2022
Summary of Compensation Table Total	$	2,776,692		$	1,000,000	$	1,693,350
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year	$	(641,235	)			$	(484,888	)
Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End
Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date	$	641,235				$	484,888
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date
Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End
Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date
Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year
Compensation Actually Paid	$	2,776,692		$	1,000,000	$	1,693,350

Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO	2025			2024			2023
Summary of Compensation Table Total	$	32,609,100		$	2,776,692		$	1,000,000
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year		(17,360,894	)		(641,235	)		—
Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End		—			—			—
Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date		17,360,894			—			—
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End		—			—			—
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date		—			—			—
Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End		—			—			—
Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date		—			—			—
Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year		17,360,894			—			—
Compensation Actually Paid	$	32,609,100		$	2,776,692		$	1,000,000

(3) For ~~2022~~2023 and 2024, the non-PEO NEOs were ~~Darrell~~Soo ~~Dotson,~~Yu ~~Carlos Aldavero~~ and ~~Christopher~~Kyle ~~Devall~~Wool. For ~~2023 and 2024~~2025, the non-PEO NEOs were ~~Soo~~Kyle YuWool and ~~Kyle~~Christopher ~~Wool~~Decval. The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:

Reconciliation of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs	~~2024~~2025			~~2023~~2024			~~2022~~2023
Average Summary of Compensation Table Total	$	216,~~626~~647,~~479~~066		$	42,~~453~~626,~~138~~479		$	~~406~~4,~~499~~453,138
Less: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year	$	(~~641~~8,~~235~~022,591	)	$	(5641,~~266,666~~235	)	$	(~~193~~5,~~851~~266,666	)
Plus: Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End	$	23,800			—			—
Plus: Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date	$	~~641~~8,~~235~~046,648		$	5641,~~266,666~~235		$	~~193~~5,~~851~~266,666
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End		—			—			—
Plus (Less): Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date		—			—			—
Less: ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End	$	(47,857	)		—			—
Plus: Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date		—			—			—
Plus: Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year		—			—			—
Average Compensation Actually Paid	$	216,~~626~~647,~~479~~066		$	42,~~453~~626,~~138~~479		$	~~406~~4,~~499~~453,138

(5) ~~Cumulative~~The ~~Total Share Return (“~~TSR”) isvalue ~~calculated~~listed byin ~~dividing~~each ~~the~~year ~~sum~~reflects ofwhat the cumulative ~~amount~~value of ~~dividends~~$100 ~~for~~would ~~the~~be ~~measurement~~if ~~period,~~invested ~~assuming~~on ~~dividend~~December ~~reinvestment~~31,2022, ~~and~~assuming the ~~difference~~reinvestment ~~between the Company’s share price at the end and the beginning~~ of ~~the~~dividends ~~measurement~~paid ~~period~~during by the ~~Company’s share price at the beginning of the~~ measurement period.

(6)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

4143

Analysis of the Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following graph illustrates the amount of “compensation actually paid” (“CAP”) to Mr. Hayes and the average amount of CAP to the Company’s Named Executive Officers as a group (excluding Mr. Hayes) relative to the Company’s cumulative TSR over the three years presented in the table.

Compensation Actually Paid and Net Loss

As demonstrated by the following table, the amount of CAP to Mr. Hayes and the average amount of CAP to the Company’s Named Executive officers as a group (excluding Mr. Hayes) is not aligned with the Company’s net loss over the three years presented in the table. The Company has not used net loss as a performance measure in the overall executive compensation program.

Option Award Disclosure

We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. The Company generally makes equity grants at varying times throughout the year, as business needs arise and our Board or Compensation Committee determine are appropriate. In 2025, due to the extraordinary efforts by Mr. Hayes and Mr. Wool to enlarge our advisory board with qualified persons and close a registered direct and private placement offering, the Compensation Committee awarded options to Mr. Hayes and Mr. Wool. In connection with such awards, which were subject to the approval of our shareholders, the Compensation Committee considered material nonpublic information related to the advisory board and direct and private placement offerings and determined it was appropriate to make the grants just prior to the announcement of such events. The Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Name

Grant Date

Number of Securities Underlying the Award

Exercise Price of the Award ($/Sh)

Grant Date Fair Value of the Award

Percentage

Change in

the Closing

Market
Price of

the Securities

Underlying the

Award Between

the Trading

Day Ending

Immediately

Prior to the

Disclosure of

Material

Nonpublic

Information

and the Trading

Day Beginning

Immediately

Following the

Disclosure of

Material

Nonpublic

Information

Anthony Hayes

February 10, 2025

5,000,000

6.16

13,065,000

74.26

Kyle Wool

February 10, 2025

5,000,000

6.16

13,065,000

74.26

Director Compensation

Our non-employee directors received the following annual compensation for service as a member of the Board of Directors for the fiscal year ended December 31, ~~2024~~2025:

Annual Retainer	$	65,000	To be paid in cash in four equal quarterly installments.	~~To be paid in cash in four equal quarterly installments.~~
Additional Retainer	$	5,000	To be paid to the Chairman of the Board upon election annually.	~~To be paid to the Chairman of the Board upon election annually.~~
Annual Equity Award	$	61,600	In FY 2025, the Company made a one-time fully-vested Stock Grant to each board member

~~The~~Since ~~following~~our ~~table~~CEO, ~~summarizes~~Anthony Hayes, became the ~~compensation~~Chairman of our Board in the latter half of 2023, no director has received the additional retainer for service as Chairman of the Board. On January 1, 2026, the Annual Retainer to be paid in cash in four equal quarterly installments to non-employee directors ~~during~~increased ~~the~~to ~~year ended December 31~~$80, ~~2024~~000.

	Fees earned or paid in cash ($)		Stock Awards ($)(1)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Robert J. Vander Zanden (3)		48,750		-		-		-		-		-		48,750
Tim Ledwick (4)		65,000		-		-		-		-		-		65,000
Gregory Blattner (5)		65,000		-		-		-		-		-		65,000
Robert Dudley (6)		65,000		-		-		-		-		-		65,000
Kyle Haug (7)		65,000		-		-		-		-		-		65,000
Ronald Lieberman (8)		-		-		-		-		-		3,551		3,551

(1)	All stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation.
(2)	As of December 31, 2024, the aggregate number of stock and option awards held by each director was as follows:

The following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2025.

● Robert J. Vander Zanden holds 2,941 option awards;

Director (1)	Fees earned or paid in cash ($)		Stock Awards ($)(8)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Brian Parsley (2)		21,125		—		—		—		—		—		21,125
Tim Ledwick (3)		48,750		1,380,763		—		—		—		94,791		1,524,304
Gregory Blattner (4)		65,000		61,600		—		—		—		5,400		132,000
Robert Dudley (5)		48,750		61,600								5,400		115,750
Kyle Haug (6)		65,000		61,600		—		—		—		5,400		132,000
Ronald Lieberman (7)		32,500		985,600		—		—		—		118,900		1,137,000

●(1) ~~Tim~~As ~~Ledwick~~of ~~holds~~December 231,~~941~~ 2025, the aggregate number of stock and option awards; held by each director was as follows:

● ~~Gregory~~Tim ~~Blattner~~Ledwick holds 2,941 option awards; ~~and~~19,886 stock awards; 316,346 stock award that vest on September 30, 2026; 8,783 shares purchased; 17,290 warrants exercisable;

● ~~Robert~~Gregory ~~Dudley~~Blattner holds 2,941 option awards.; 19,471 stock awards; 28,818 warrants exercisable;

~~(3)~~● ~~Mr.~~Robert ~~Vander~~Dudley ~~Zanden~~holds ~~was paid $48~~2,~~750~~941 inoption ~~cash~~awards; ~~compensation~~19,470 ~~for~~stock ~~his service as a director in 2024~~awards. ~~Mr. Vander Zanden retired from our board at the end of the third quarter 2024.~~

43(2) Mr. Parsley joined the Board toward the end of the third quarter of 2025.

(4)	Mr. Ledwick was paid $65,000 in cash compensation for his service as a director in 2024.
(5)	Mr. Blattner was paid $65,000 in cash compensation for his service as a director in 2024.

(3)

Mr. Ledwick left the Board and became the Company’s interim CFO at the beginning of the fourth quarter of 2025.The amounts reported in the “Fees earned or paid in cash” reflect his compensation as a member of the Board. He earned $48,750 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025. The amount reported in the “Stock Awards” column includes his director stock award and his award of 316,346 restricted shares, which will vest in full on September 30, 2026, that were granted in connection with his agreement to become the Company’s Chief Financial Officer. The compensation reported in the “All Other Compensation” column reflects his other compensation for service as our CFO, which includes $87,500 in base salary, $1,750 in 401(k) matching contributions, $141 in health benefits, and $5,400 in dividends on company stock awards.

(6)	Mr. Dudley was paid $65,000 in cash compensation for his service as a director in 2024.
(7)	Mr. Haug was paid $65,000 in cash compensation for his service as a director in 2024.
(8)	Mr. Lieberman did not earn any cash compensation for his service as a director in 2024, which began on December 20, 2024. During 2024, Mr. Lieberman also served on the Company’s Advisory Board, for which he earned $3,551.

(4)	Mr. Blattner earned $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025.

(5)	Mr. Dudley passed away in the third quarter of 2025. For his service in 2025, Mr. Dudley earned $48,750 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025.

(6)	Mr. Haug $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025.

(7)

Mr. Lieberman left the board in the second quarter of 2025 and is a member of the Advisory Board. He earned $32,500 for his service as a director, $61,600 in stock compensation as a director, $924,000 in stock compensation as a member of our advisory board, $86,400 in dividends, and $32,500 for his service as a member of our advisory board, with the latter two items reported in the “All Other Compensation” column.

(8)

The amount reported in this column represents the aggregate grant date fair value of stock granted to our directors during 2025, as calculated in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all awards made to our directors in Note 3 to the consolidated financial statements included in this annual report.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	~~Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)~~	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	~~Weighted average exercise price of outstanding options, warrants and rights~~	Weighted average exercise price of outstanding options, warrants and rights	~~Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2)~~	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2)
Equity compensation plans approved by security holder		~~376~~10,~~654~~072,646	$	46.2916		~~209~~335,~~820~~752
Equity compensation plans not approved by security holder		-—		-—		-—
		376,654				209,820
		10,072,646				335,752

(1) Consists of options to acquire 2417,~~274~~646 shares of common stock under the 2014 Equity Incentive Plan and ~~352~~10,~~380~~055,000 shares of common stock under the 2022 Equity Incentive Plan.

(2)	Consists of shares of common stock available for future issuance under our equity incentive plans.

Beneficial Ownership of our Capital Stock by Certain Beneficial Owners and Management

The following tables set forth certain information concerning the number of shares of our common stock, Series D Convertible Preferred Stock (the “Series D Preferred Stock”) and Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) owned beneficially as of ~~April~~March 1527, ~~2025~~2026 by (i) our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5% of our common stock, Series D Preferred Stock and Series D-1 Preferred Stock. As of ~~April~~March 1527, ~~2025~~2026 there were 1422,~~643~~613,~~897~~781 shares of common stock outstanding, 3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding. Unless otherwise indicated, it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares shown.

	Common Stock Beneficially Owned						Series D Preferred Stock					Series D-1 Preferred Stock
Name of Beneficial Owner(1)	Shares			Percentage			Shares		Percentage			Shares		Percentage
Anthony Hayes		1,745,814	(2)		11.92	%		—		—			—		—
Directors And Executive Officers
Tim S. Ledwick		48,761	(3)		*			—		—			—		—
Anthony Hayes		9,753,814	(2)		35.3	%		—		—			—		—
Robert Dudley		22,411	(4)		*			—		—			—		—
Tim S. Ledwick		365,106	(3)		1.6	%		—		—			—		—
Gregory James Blattner		65,638	(5)		*			—		—			—		—
Brian Parlsey		25,000	(4)		*
Kyle Wool		1,171,601	(6)		8.00	%		—		—			—		—
Gregory James Blattner		76,229	(5)		*			—		—			—		—
Soo Yu		1,257,216	(7)		8.59	%		—		—			—		—
Kyle Wool		10,453,818	(6)		37.9	%		—		—			—		—
Kyle Haug		5378,227	(87)		*			—		—			—		—
George Way		32,103	(9)		*			—		—			—
Christopher Devall		213,338	(8)		*			—		—			—		—
Christopher Devall		468,338	(10)		3.19	%		—		—			—		—
All Directors and Officers as a Group (7 persons)		20,965,531			64.0	%
Ronald Lieberman		224,839	(11)		1.53	%		—		—			—		—
5% or Greater Stockholders
All Directors and Officers as a Group (10 persons)		5,089,948			34.74	%
Daniel W. Armstrong		10	(9)		*			1,350		35.29	%		—		—
Stockholders
R. Douglas Armstrong		4	(10)		*			450		11.76	%		—		—
Donald J. Trump, Jr.		966,138	(12)		6.60	%		—		—			—		—
Francis Howard		7	(11)		*			900		23.53	%		—		—
Eric Trump		966,138	(13)		6.60	%		—		—			—		—
Charles Strogen		9	(12)		*			1,125		29.42	%		—		—
Blue Finn Group LLC		819,884	(14)		5.60	%		—		—			—		—
Chai Lifeline Inc.		7	(13)		*			—		—			834		100	%
Daniel W. Armstrong		10	(15)		*			1,350		35.29	%		—		—
R. Douglas Armstrong		4	(16)		*			450		11.76	%		—		—
Francis Howard		7	(17)		*			900		23.53	%		—		—
Charles Strogen		9	(18)		*			1,125		29.42	%		—		—
Chai Lifeline Inc.		7	(19)		*			—		—			834		100	%

*	Less than 1% of the outstanding shares of the Company’s common stock.

(1)	Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. Unless otherwise noted, the business address of each of the following entities or individuals is 725 Fifth Avenue, 22nd Floor, New York, NY 10022.
(2)	Includes 1,742,873 shares of common stock and 2,941 options for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(3)	Includes 28,530 shares of common stock, 2,941 options for purchase of shares of common stock and 17,290 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(4)	Includes 19,470 shares of common stock and 2,941 options for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(5)	Includes 33,879 shares of common stock, 2,941 options for purchase of shares of common stock and 28,818 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(6)	Includes 1,171,601 shares of common stock.
(7)	Includes 1,257,216 shares of common stock.

45(1) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(8)	Includes 24,409 shares of common stock and 28,818 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(9)	Includes 32,103 restricted stock awards for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025. On September 15, 2024, Mr. Way resigned as Chief Financial Officer of the Company.
(10)	Includes 410,702 shares of common stock and 57,636 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(11)	Includes 181,613 shares of common stock and 43,226 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15, 2025.
(12)	According to a Schedule 13G filed by Donald J. Trump, Jr. with the SEC on February 24, 2025. The business address of Donald J. Trump, Jr. is 115 Eagle Tree Terrace, Jupiter, Florida 33477.
(13)	According to a Schedule 13G filed by Eric Trump with the SEC on February 24, 2025. The business address of Eric Trump is 115 Eagle Tree Terrace, Jupiter, Florida 33477.
(14)	According to a Schedule 13G filed by Blue Finn Group LLC with the SEC on March 3, 2025. The business address of Blue Finn Group LLC. is 4843 Three Oaks Blvd., Sarasota, FL 34233.
(15)	Represents 10 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of April 15, 2025. The business address of Daniel W. Armstrong is 611 Loch Chalet Ct, Arlington, TX 76012-3470.
(16)	Represents 4 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of April 15, 2025. The business address of R. Douglas Armstrong is 570 Ocean Dr. Apt 201, Juno Beach, FL 33408-1953.
(17)	Represents 7 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of April 15, 2025. The business address of Francis Howard is 376 Victoria Place, London, SW1 V1AA, United Kingdom.
(18)	Represents 9 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of April 15, 2025. The business address of Charles Strogen is 6 Winona Ln, Sea Ranch Lakes, FL 33308-2913.
(19)	Represents 7 shares of common stock issuable upon conversion of the Series D-1 Preferred Stock, which are convertible within 60 days of April 15, 2025. The business address of Chai Lifeline Inc. is 151 West 30th Street, Fl. 3, New York, NY 10001-4027.

(2)	Includes 4,750,873 shares of common stock and 5,002,941 options for purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(3)	Includes 344,876 shares of common stock, 2,941 options for purchase of shares of common stock, and 17,290 warrants for purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(4)	Includes 25,000 shares of common stock issued in January 2026.

(5)	Includes 44,471 shares of common stock and 2,941 options for purchase of shares of common stock, and 28,818 warrants for purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(6)

Includes 4,196,602 shares of common stock and 5,000,000 options for purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026, and 1,257,216 shares of common stock directly and beneficially owned by Mr. Wool’s spouse, Soo Yu, which are deemed beneficially owned by Mr. Wool.

(7)	Includes 49,409 shares of common stock and 28,818 warrants for purchase of shares of common, which are exercisable within 60 days of March 27, 2026.

(8)	Includes 155,702 shares of common stock and 57,636 warrants for purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(9)	Represents 10 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of the Record Date. The business address of Daniel W. Armstrong is 611 Loch Chalet Ct, Arlington, TX 76012-3470.

(10)	Represents 4 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of the Record Date. The business address of R. Douglas Armstrong is 570 Ocean Dr. Apt 201, Juno Beach, FL 33408-1953.

(11)	Represents 7 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of the Record Date. The business address of Francis Howard is 376 Victoria Place, London, SW1 V1AA, United Kingdom.

(12)	Represents 9 shares of common stock issuable upon conversion of the Series D Preferred Stock, which are convertible within 60 days of the Record Date. The business address of Charles Strogen is 6 Winona Ln, Sea Ranch Lakes, FL 33308-2913.

(13)	Represents 7 shares of common stock issuable upon conversion of the Series D-1 Preferred Stock, which are convertible within 60 days of the Record Date. The business address of Chai Lifeline Inc. is 151 West 30^th Street, Fl. 3, New York, NY 10001-4027.

Effective October 11, 2023, the Company and Continental Stock Transfer & Trust Co. entered into a certain rights agreement (the “Rights Agreement”). The Rights Agreement provides each stockholder of record a dividend distribution of one “right” for each outstanding share of common stock. Rights become exercisable at the earlier of ten days following: (1) a public announcement that an acquirer has purchased or has the right to acquire 4.99% or more of our common stock, in connection with, (x) the Company consolidating, or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company sells or otherwise transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company or (2) the commencement of a tender offer which would result in an offer or beneficially owning 10% or more of our outstanding common stock. All rights held by an acquirer or offer or expire on the announced acquisition date, and all rights expire at the earliest of: (i) the close of business on October 11, 2025, subject to extension; (ii) the time at which the Rights are redeemed; (iii) the time at which the rights are exchanged; (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to a specified agreement; (vi) the close of business on the date the Board of Directors determines that the Rights Agreement is no longer necessary or desirable for the preservation of tax benefits; and (vii) the close of business on the first day of a taxable year of the Company to which the Board of Directors determines that no tax benefits are available to be carried forward. Each right entitles a stockholder to acquire, at a price of $5.00 per one one-thousandth of a share of our Series Q Preferred Stock, subject to adjustments, which carries voting and dividend rights similar to one share of our common stock. The purchase price of the preferred stock fractional amount is subject to adjustment for certain events as described in the Rights Agreement. At the discretion of a majority of the Board of Directors and within a specified time period, we may redeem all of the rights at a price of $0.0001 per right. The Board of Directors may also amend any provisions of the Rights Agreement prior to exercise.

4648

The current Board of Directors consists of: Mr. Anthony Hayes, Mr. Brian ~~Tim S. Ledwick~~Parsley, Mr. ~~Robert Dudley, Mr.~~ Kyle Wool, Mr. Gregory James Blattner, ~~Ms.~~and ~~Soo Yu,~~ Mr. Kyle Haug ~~and Mr~~. ~~Ronald Lieberman.~~ The Board ~~of Directors~~ has determined that Mr. ~~Ledwick~~ Parsley, Mr. Blattner, ~~Mr. Haug~~ and Mr. Haug ~~Lieberman~~ are independent directors within the meaning of the applicable Nasdaq rules. Our Audit, Compensation, and Nominating Committees consist solely of independent directors. Our Audit, Compensation, and Nominating Committees consist solely of independent directors.

In addition to the compensation arrangements with our directors and executive officers described under “Director Compensation” and “Executive Compensation” above, the following is a description of each transaction since January 1, ~~2023~~2024, and each currently proposed transaction in which:

●

the Company has been or is to be a participant;

●

the amounts involved exceed the lesser of (i) $120,000 or (ii) one percent of our average total assets at year-end for the last two completed fiscal years; and

●

any of our directors, executive officers or holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Underwriting with Revere Securities, LLC

In 2021, the Company engaged the services of Revere Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes. Kyle Wool, ~~our~~one ~~President~~of the Company’s board members, was previously a member of the board of directors of Revere until June 2023, and ~~currently~~held ~~holds~~ approximately 19 30% of Revere’s outstanding equity until May 20, 2025. From time to time, ~~the~~ Company participates in offerings of securities as an underwriter in transactions in which Revere is also participating as an underwriter. On such transactions, the Company earned approximately $~~930,000~~5.8 million and $~~108~~930,000 during the years ending December 31, ~~2024~~2025, and ~~2023~~2024, respectively. ~~The~~Additionally, the Company incurred referral fees of ~~approximately~~ $50,000 ~~and $80,000~~ during the ~~years~~year ending December 31, 2024~~, and 2023, respectively~~. These fees are included in general and administrative expenses in the consolidated statements of operations. As of May 20, 2025, Kyle Wool no longer holds an equity interest in Revere.

SPV Investments

On ~~October~~June 1317, ~~2023~~2025, the Company entered into ~~two~~ ~~separate~~ two Limited Liability Agreements with ~~Dominari~~American ~~Manager~~Ventures Management LLC (“AV Manager”) and ~~Dominari~~American Ventures IM LLC (“AV Investment Manager”) ~~which~~. ~~are~~The ~~both~~Company ~~wholly~~holds ~~owned~~a ~~subsidiaries~~ninety percent (90%) Membership Interest in each, and ~~whose~~their operations are included within the consolidated ~~condensed~~ financial statements of Dominari ~~Holdings Inc~~. AV Manager was named as the manager of ~~Dominari~~American ~~Master~~Ventures ~~SPV~~ LLC (the “~~Master~~AV Master SPV”), a series limited liability company formed by AV Manager and owned by the ~~Company~~investors inof ~~2022~~each fund series, and is responsible for the day-to-day operations of the AV Master SPV. ~~Dominari~~AV ~~IM LLC (“~~Investment Manager”) was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. ~~Beginning~~AV inManager ~~March~~and ~~2024,~~AV ~~the~~Investment Manager ~~established~~are ~~various~~the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) ofestablished under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

On certain transactions, Dominari Securities earns a fee as placement agent on Series investments for which Manager earns management fees. As of December 31, ~~2024~~2025, Dominari Securities earned approximately $7.6 million in placement agent fees and Manager earned approximately $1.2 million in management fees. These fees are consolidated and reported under revenues in the Company’s ~~condensed~~ consolidated statements of operations.

February 2025 Financings

On February 10, 2025, the Company entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock, unregistered Series A warrants to purchase up to 1,439,467 shares of common stock and unregistered Series B warrants to purchase up to 1,439,467 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering. In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, unregistered Series A warrants to purchase up to 2,436,587 shares of common stock and unregistered Series B warrants to purchase up to 2,436,587 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants. The Series A warrants are exercisable immediately upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance. The Series B warrants are exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance. The gross proceeds to the Company from the February 2025 Financings were approximately $13.5 million, before deducting fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the warrants.

Directors and Officers

Certain of our directors and officers participated in the concurrent private placement:

Anthony Hayes, our Chief Executive Officer and chairman of the Board of Directors, and Kyle Wool, our President, each purchased 288,184 unregistered shares of common stock, 288,184 unregistered Series A warrants to purchase up to 288,184 shares of common stock and 288,184 unregistered Series B Warrants to purchase up to 288,184 shares of common stock for an aggregate purchase price of $1,000,000, respectively.

Christopher Devall, our Chief Operating Officer, purchased 28,818 unregistered shares of common stock, 28,818 unregistered Series A warrants to purchase up to 28,818 shares of common stock and 28,818 unregistered Series B Warrants to purchase up to 28,818 shares of common stock for an aggregate purchase price of $100,000.

Ronald Lieberman, a member of the Board of Directors, at the time, purchased 21,613 unregistered shares of common stock, 21,613 unregistered Series A warrants to purchase up to 21,613 shares of common stock and 21,613 unregistered Series B Warrants to purchase up to 21,613 shares of common stock for an aggregate purchase price of $75,000.

Gregory Blattner and Kyle Haug, members of the Board of Directors, each purchased 14,409 unregistered shares of common stock, 14,409 unregistered Series A warrants to purchase up to 14,409 shares of common stock and 14,409 unregistered Series B Warrants to purchase up to 14,409 shares of common stock for an aggregate purchase price of $50,000, respectively.

Tim S. Ledwick, aour ~~member~~Chief ofFinancial ~~the Board of Directors~~Officer, ~~purchased~~ purchased 8,645 unregistered shares of common stock, 8,645 unregistered Series A warrants to purchase up to 8,645 shares of common stock and 8,645 unregistered Series B Warrants to purchase up to 8,645 shares of common stock for an aggregate purchase price of $30,000.

~~5% or More Stockholders~~50

Certain 5% or more stockholders of the Company’s outstanding common stock also participated in the February 2025 Financings:

Donald J. Trump, Jr. purchased 216,138 shares of common stock, 216,138 Series A warrants to purchase up to 216,138 shares of common stock and 216,138 Series B Warrants to purchase up to 216,138 shares of common stock for an aggregate purchase price of $1,000,000.

Eric Trump purchased 216,138 shares of common stock, 216,138 Series A warrants to purchase up to 216,138 shares of common stock and 144,092 Series B Warrants to purchase up to 216,138 shares of common stock for an aggregate purchase price of $1,000,000.

Blue Finn Group LLC purchased 819,884 shares of common stock, 819,884 Series A warrants to purchase up to 819,884 shares of common stock and 819,884 Series B Warrants to purchase up to 819,884 shares of common stock for an aggregate purchase price of $2,845,000.

Advisory Agreements

On February 10, 2025, the Company entered into certain advisory agreements with Donald J. Trump, Jr. and Eric Trump, both five percent or more stockholders of the Company, and Ronald Lieberman (the “Advisors”), a member of the Board of Directors, to appoint each aforementioned individual as members of the Company’s advisory board for initial appointments of two years. The Company initially issued 250,000, 250,000 and 50,000 shares of common stock to Donald J. Trump, Jr., Eric Trump and Ronald Lieberman, respectively, upon their appointments to the advisory board. Upon certain milestones being meet, the Company issued an additional 500,000, 500,000 and 100,000 shares of common stock to Donald J. Trump, Jr., Eric Trump and Ronald Lieberman, respectively. Upon certain additional milestones being met, the Company may issue up to an additional 550,000 shares of common stock in the aggregate to the Advisors.

On December 1, 2025, the Company entered into a certain advisory agreement to appoint Jamie McCourt (the “Advisor”) as a member of the Company’s advisory board. The agreement may be terminated by either party at any time, with or without cause, upon five (5) days written notice to the other party. The Company issued the Advisor a stock option (the “Option”) to purchase fifty thousand (50,000) shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) with an exercise price equal to the closing share price of the Company’s common stock on December 1, 2025 (the “Grant Date”). One half of the Option vested and became exercisable on the Grant Date, and one half of the Option shall vest and become exercisable during its term on June 1, 2026, in the manner and subject to the terms and conditions of the Dominari Holdings Inc. 2022 Equity Incentive Plan (the “Plan”) and the Stock Option Grant Agreement (the “Grant Agreement”).

We have not adopted written policies and procedures specifically for related person transactions. Our Board of Directors is responsible for the approval of all related party transactions.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following table sets forth the fees for professional services rendered by Marcum for audit and other services provided for the fiscal years ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024.

	2024		2023
	2025		2024
Audit Fees	$	~~562~~570,000	$	~~419~~562,~~360~~000
Audit Related Fees		-—		-—
Tax Fees		-—		-—
All Other Fees		-—		-—
Total	$	~~562~~570,000	$	~~419~~562,~~360~~000

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. No non-audit services were performed by our principal accountants during the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our principal accountants.

4951

PART IV

Item 15. EXHIBIT AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Consolidated Financial Statements

The following consolidated financial statements are included in Item 8 herein:

2. Consolidated Financial Statement Schedules

None.

EXHIBITS

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed April 25, 2014)
3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated by reference to Form 8-K filed March 18, 2016)
3.3		Amended and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)
3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated by reference to Form 10-K filed March 29, 2016)
3.5		Second Amended and Restated Bylaws of AIkido Pharma Inc. (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020)
3.6		Amendment No. 1 to the Second Amended and Restated Bylaws of AIkido Pharma Inc. (incorporated by reference to Form 8-K filed on November 9, 2021)
3.7		Certificate of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on June 7, 2022 (incorporated by reference to Form 8-K filed on June 10, 2022)
3.8		Certificate of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on December 22, 2022 (incorporated by reference to Form 8-K filed on December 22, 2022)
3.9		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Form 8-K filed on April 4, 2013)
3.10		Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (incorporated by reference to Form 8-K filed on November 29, 2013)
3.11		Certificate of Designation of Preferences, Rights and Limitations of Series Q Preferred Stock (incorporated by reference to Form 8-K filed on October 17, 2023)
3.12*		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Dominari Holdings Inc.
4.1		Specimen Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed April 17, 2014)
4.2		Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Form 10-K filed on March 31, 2023)
4.3		Rights Agreement, dated as of October 11, 2023, by and between Dominari Holdings Inc., as the Company, and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Form 8-K filed on October 17, 2023)
4.4		Form of Series A Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)
4.5		Form of Series B Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)

5053

10.1		Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed December 20, 2013)
10.2		Amendment to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed on March 28, 2014)
10.3		Form of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)
10.4		Employment Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form 8-K filed May 26, 2016)
10.5		Amendment to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on October 25, 2017)
10.6		Technology Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)
10.7		Amendment to Aikido Pharma Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020)
10.8		Form of Securities Purchase Agreement Between AIKido Pharma Inc. and the Investors thereto, dated February 24, 2022 (incorporated by reference to Form 8-K filed on March 2, 2022)
10.9		Confirmation of Mutual Understanding Between Aikido Pharma Inc. and each of the Warrant Holders, dated as of March 24, 2022 (incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 28, 2022)
10.10		AIkido Pharma Inc. 2022 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 21, 2022)
10.11		Employment Agreement, Made and Entered into as of July 1, 2022, By and Between AIkido Pharma Inc. and Christopher Devall (incorporated by reference to Form 8-K Filed on January 6, 2023)
10.12		Amendment to Employment Agreement, dated as of January 1, 2023, By and Between Dominari Holdings Inc. and Christopher Devall (incorporated by reference to Form 8-K filed on January 6, 2023)
10.13		Amended and Restated Membership Interest Purchase Agreement, dated as of March 27, 2023, by and among Fieldpoint Private Securities, LLC, Fieldpoint Private Bank & Trust, and Dominari Financial Inc. (incorporated by reference to Form 8-K filed on March 28, 2023)
10.14		Employment Agreement, Made and Entered into as of March 29, 2023, By and Between Dominari Holdings Inc. and George M. Way (incorporated by reference to Form 8-K filed on April 3, 2023)
10.15		Employment Agreement, Made and Entered into as of April 3, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated by reference to Form 10-Q filed on May 11, 2023)
10.16		Amendment to Employment Agreement, Made and Entered into as of April 19, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated by reference to Form 10-Q filed on May 11, 2023)
10.17		Form of RD Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
10.18		Form of PIPE Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
10.19		Form of Advisory Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

5154

10.16		Amendment to Employment Agreement, Made and Entered into as of April 19, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated by reference to Form 10-Q filed on May 11, 2023)
10.17		Form of RD Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
10.18		Form of PIPE Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
10.19		Form of Advisory Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
10.20		Form of Stock Option Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)
19.1*		Insider Trading Policy
10.21		Amendment No. 1 to Dominari Holdings Inc. 2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on March 10, 2025)
10.22		Amendment No. 2 to Dominari Holdings Inc. 2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on November 10, 2025)
10.23		Amendment No. 3 to Dominari Holdings Inc. 2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on February 6, 2026)
10.24		Amendment to Employment Agreement, Made and Entered into as of June 24, 2025, By and Between Dominari Securities LLC and Anthony Hayes (incorporated by reference to Form 8-K filed on June 27, 2025)
10.25		Amendment to Employment Agreement, Made and Entered into as of June 24, 2025, By and Between Dominari Securities LLC and Kyle Wool (incorporated by reference to Form 8-K filed on June 27, 2025)
10.26		Amendment to Employment Agreement, Made and Entered into as of March 20, 2026, By and Between Dominari Securities LLC and Anthony Hayes (incorporated by reference to Form 8-K filed on March 23, 2026)
10.27		Amendment to Employment Agreement, Made and Entered into as of March 20, 2026, By and Between Dominari Securities LLC and Kyle Wool (incorporated by reference to Form 8-K filed on March 23, 2026)
19.1		Insider Trading Policy (incorporated by reference to the Form 10-K filed on April 15, 2025)
21.1*		List of Subsidiaries
23.1*		Consent of Marcum LLP
23.2*		Consent of CBIZ
31.1*		Certification of Principal Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Clawback Policy (incorporated by reference to Form 10-K filed on April 1, 2024)
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

Item 16. FORM 10-K SUMMARY

Not applicable.

5255

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Dominari Holdings Inc.
	By:	/s/ Anthony Hayes
		Anthony Hayes
Date: April 15, 2025		Chief Executive Officer and Chairman
Date: March 31, 2026		Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Anthony Hayes	Chief Executive Officer and Chairman	~~April~~March 1531, ~~2025~~2026
Anthony Hayes	(Principal Executive Officer)
/s/ Kyle Wool	President and Director	April 15, 2025
/s/ Tim S. Ledwick	Chief Financial Officer	March 31, 2026
Tim S. Ledwick	(Principal Financial Officer and Accounting Officer
/s/ Kyle Wool	President and Director	March 31, 2026
Kyle Wool
/s/ Tim S. Ledwick	Director	April 15, 2025
/s/ Brian Parsley	Director	March 31, 2026
Tim S. Ledwick
Brian Parsley
/s/ Robert Dudley	Director	April 15, 2025
/s/ Gregory James Blattner	Director	March 31, 2026
Robert Dudley
/s/ Gregory James Blattner	Director	April 15, 2025
Gregory James Blattner
/s/ Soo Yu	Director	April 15, 2025
/s/ Kyle Haug	Director	March 31, 2026
Soo Yu
/s/ Kyle Haug	Director	April 15, 2025
Kyle Haug
/s/ Ronald Lieberman	Director	April 15, 2025
Ronald Lieberman

5356

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