Binah Capital Group, Inc. Stock Compensation Disclosure
15.SHARE-BASED COMPENSATION
The Binah Capital Group, Inc. 2024 Equity Incentive Plan (the “Plan”) was established and effective March 15, 2024. The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.
Subject to adjustment as provided in the Plan, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to 1,600,000 shares (the “Base Reserve”) plus an annual increase, effective as of the first day of the Company’s fiscal year beginning in the year following the fiscal year in which the Company’s stockholders approved the Plan and the first day of each subsequent fiscal year through and including the first day of the Company’s fiscal year beginning on the tenth (10th) anniversary of the commencement of such annual increase, equal to the lesser of (i) ten percent (10%) of the number of shares of Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the Board may determine, and such shares shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.
Stock Options
The following table summarizes the Company’s stock option activity as of and for the year ended December 31, 2025:
| Number | |
| of Shares | |
Outstanding - January 1, 2025 |
| — |
Granted |
| 872,500 |
Exercised |
| — |
Forfeited and Expired |
| — |
Outstanding - December 31, 2025 |
| 872,500 |
Exercisable |
| 472,222 |
Exercisable and expected to vest December 31, 2025 |
| 472,222 |
The following table summarizes information about the outstanding options as of December 31, 2025:
| | | Outstanding | | | | | | Exercisable | |||
Weighted- | Weighted- | Weighted- | ||||||||||
Average | Average | Average | ||||||||||
Number of | Exercise | Remaining | Number of | Exercise | ||||||||
Exercise Price | | Shares | | Price | | Life (Years) | | Shares | | Price | ||
$2.04 |
| 872,500 | $ | 2.04 |
| 2.02 |
| 472,222 | $ | 2.04 | ||
15.SHARE-BASED COMPENSATION (continued)
Restricted Stock and Stock Units
The following summarizes the Company’s activity in its restricted stock awards and stock units as of and for the year ended December 31, 2025:
| Restricted Stock Awards | | Restricted Stock Units | |||||||
Weighted- | Weighted- | |||||||||
Average | Average | |||||||||
Number of | Grant Date | Number of | Grant Date | |||||||
| Shares | | Fair Value | | Units | | Fair Value | |||
Outstanding - January 1, 2025 |
| — |
| $ | — |
| — |
| $ | — |
Granted |
| 112,843 | 2.01 |
| 500,000 | 2.04 | ||||
Vested |
| 112,843 | 2.01 |
| — | — | ||||
Forfeited |
| — | |
| — | — | ||||
Outstanding - December 31, 2025 |
| 112,843 | 2.01 |
| 500,000 | 2.04 | ||||
Expected to vest - December 31, 2025 |
| 112,843 | $ | 2.01 |
| — | $ | — | ||
The Company grants restricted stock awards and restricted stock units to its employees and officers. Restricted stock awards and stock units must vest or are subject to forfeiture; however restricted stock awards are included in shares outstanding upon grant and have the same dividend and voting rights as the Company’s common stock. The Company recognized $0.5 million and $0.2 million of share-based compensation expense related to the vesting of the restricted stock awards and stock options during the year ended December 31, 2025. As of December 31, 2025, total unrecognized cost for restricted stock units and stock options was $1.1 million, which is expected to be recognized over the remaining period of 1.64 years.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.