UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2026

☐ 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 5^th Avenue, 23^rd Floor, New York, NY 10022

(Address of principal executive offices and Zip Code)

(212) 393-4540

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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 and posted 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2026 there were 22,613,781 shares of the Company’s common stock issued and outstanding.

DOMINARI HOLDINGS INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page

Part I - Financial Information

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	29

Part II - Other Information		30

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

Signatures		32

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

DOMINARI HOLDINGS INC.

Condensed Consolidated Balance Sheets

($ in thousands except share and per share amounts)

	March 31,			December 31,
	2026			2025
	(Unaudited)
ASSETS
Cash and cash equivalents	$	27,477		$	34,005
Marketable securities		6,901			46,516
Securities owned		11,118			9,756
Receivable from clearing brokers		21,883			3,995
Long-term equity investments		11,846			11,744
Loans to employees		1,669			1,767
Right-of-use assets		2,586			2,721
Prepaid expenses and other assets		1,840			2,403
Total assets	$	85,320		$	112,907

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	777		$	611
Accrued compensation and commissions		25,005			17,754
Accrued dividends payable		364			10,335
Contract liabilities		4,679			4,504
Lease liability		2,744			2,841
Income taxes payable		20,174			7,318
Other liabilities		-			173
Total liabilities		53,743			43,536

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 March 31, 2026 and December 31, 2025; liquidation value of $0.0001 per share		-			-
Convertible Preferred Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation value of $0.0001 per share		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 22,613,781 and 16,067,435 shares issued as of March 31, 2026, and December 31, 2025, respectively; 22,613,781 and 16,067,435 shares outstanding as of March 31, 2026 and December 31, 2025, respectively		2			-
Additional paid-in capital		357,099			337,505
Accumulated deficit		(325,492	)		(268,134	)
Total Dominari stockholders’ equity		31,609			69,371
Non-controlling interests		(32	)		-
Total stockholders’ equity		31,577			69,371
Total liabilities and stockholders’ equity	$	85,320		$	112,907

See accompanying notes to unaudited condensed consolidated financial statements.

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Operations

($ in thousands except share and per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2026			2025
Revenues
Underwriting services	$	32,949		$	5,606
Carried interest		1,096			-
Commissions		2,490			2,190
Interest income		308			39
Principal transactions		(1,532	)		(910	)
Other revenue		494			315
Total revenue		35,805			7,240

Operating costs and expenses
Compensation and benefits		68,159			15,457
Advisory fees		36			20,944
Legal fees		1,485			704
Professional and consulting fees		876			829
Other expenses		2,871			2,188
Total operating expenses		73,427			40,122
Loss from operations		(37,622	)		(32,882	)

Other income (expenses)
Other income		108			-
Interest income		61			21
Gain (loss) on marketable securities, net		(7,014	)		(168	)
Realized and unrealized gain loss on notes receivable, net		-			221
Change in carrying value of investments		-			320
Total other income (expenses)		(6,845	)		394
Net loss before income tax expense	$	(44,467	)	$	(32,488	)
Provision for income taxes		12,868			-
Net loss		(57,335	)		(32,488	)
Less: Net income attributable to non-controlling interests		23			-
Net loss attributable to common stockholders of Dominari Holdings Inc.	$	(57,358	)	$	(32,488	)

Net loss per share, basic and diluted
Basic and Diluted	$	(3.17	)	$	(3.02	)

Weighted average number of shares outstanding, basic and diluted
Basic and Diluted		18,068,269			10,775,219

See accompanying notes to unaudited condensed consolidated financial statements.

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

($ in thousands except share and per share amounts)

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Dominari Holding Stockholders’			Non- Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Interests			Equity
Balance at December 31, 2025		4,659	$	-		16,067,435	$	-	$	337,505	$	(268,134	)	$	69,371		$	-		$	69,371
Stock-based compensation - employees		-		-		6,471,346		2		19,241		-			19,243			-			19,243
Issuance of common stock from warrants exercised		-		-		75,000		-		317		-			317			-			317
Stock-based compensation- advisors		-		-		-		-		36		-			36						36
Distributions to non-controlling interest		-		-		-		-		-		-			-			(55	)		(55	)
Net loss		-		-		-		-		-		(57,358	)		(57,358	)		23			(57,335	)
Balance at March 31, 2026		4,659	$	-		22,613,781	$	2	$	357,099	$	(325,492	)	$	31,609		$	(32	)	$	31,577

	Preferred Stock				Common Stock				Additional Paid-in		Treasury Stock					Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance at December 31, 2024		4,659	$	-		7,037,022	$	-	$	263,820		60,148	$	(501	)	$	(223,466	)	$	39,853
Stock-based compensation		-		-		1,240,969		-		7,682		-		-			-			7,682
Issuance of common stock		-		-		3,876,054		-		13,517		-		-			-			13,517
Advisory shares issued		-		-		2,550,000		-		20,944		-		-			-			20,944
Dividends issued		-		-		-		-		-		-		-			(7,080	)		(7,080	)
Net loss		-		-		-		-		-		-		-			(32,488	)		(32,488	)
Balance at March 31, 2025		4,659	$	-		14,704,045	$	-	$	305,963		60,148	$	(501	)	$	(263,034	)	$	42,428

See accompanying notes to unaudited condensed consolidated financial statements.

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities
Net loss	$	(57,335	)	$	(32,488	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets		135			52
Depreciation		26			26
Change in carrying value of long-term investment		-			(320	)
Non-cash underwriting revenues		(10,080	)		(697	)
Non-cash commission expense		7,610			-
Stock-based compensation – employees		19,243			28,626
Stock-based compensation – advisors		36			-
Realized (gain) loss on securities owned		(590	)		714
Unrealized loss on securities owned		2,122			259
Realized loss on marketable securities		6,949			670
Unrealized (gain) loss on marketable securities		115			(468	)
Realized and unrealized (gain) loss on note receivable		-			(221	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		537			(2,401	)
Receivable from clearing brokers		(17,888	)		4,848

Accounts payable and accrued expenses		165			520
Accrued compensation and commissions		7,251			1,210
Right of use asset and liability, net		(97	)		(122	)
Contract liabilities		175			632
Income taxes payable		12,856			-
Other liabilities		(173	)		395
Net cash (used in) provided by operating activities		(28,942	)		1,235

Cash flows from investing activities
Purchase of marketable securities		(9,185	)		(9,035	)
Sale of marketable securities		41,736			1,776
Purchase of securities owned		(1,666	)
Sale of securities owned		1,242			-
Purchase of long-term investments		(102	)		-
Redemption of long-term investments		-			538
Collection of principal on note receivable					1,143
Collection of loans to employees		98			142
Net cash provided by (used in) investing activities		32,123			(5,436	)

Cash flows from financing activities
Cash paid for dividends		(9,971	)		(7,080	)
Distributions to non-controlling interest		(55	)		-
Cash from issuance common stock, net of offering cost		-			13,517
Cash from issuance common stock for exercised warrants		317			-
Net cash (used in) provided by financing activities		(9,709	)		6,437

Net increase in cash and cash equivalents		(6,528	)		2,236
Cash and cash equivalents, beginning of period		34,005			4,079
Cash and cash equivalents, end of period	$	27,477		$	6,315

Cash paid for interest and taxes	$	17		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Description of Business and Recent Developments

Organization and Description of Business

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 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 Financials’ 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 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 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 unaudited condensed 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 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 condensed 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 monitors its liquidity position on a regular basis 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 fund its activities through managing current cash on hand from the Company’s past equity offerings.

As of March 31, 2026, the Company has approximately $27.5 million of cash and cash equivalents and $6.9 million of marketable securities as well as $11.1 million of securities owned. Additionally, the Company had approximately $21.9 million in receivable from clearing brokers. Additionally, the Company’s working capital balance at March 31, 2026, totaled $21.9 million. 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 to fund its operations for at least the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements.

Note 3. Summary of Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2025 Annual Report.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed 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. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed consolidated balance sheets as of March 31, 2026, condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025, and the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period. The condensed consolidated balance sheets as of December 31, 2025 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025.

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 unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 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 unaudited condensed consolidated financial statements. The Company will account for its interest in DFHS under the equity method accounting in accordance with ASC 323. As of March 31, 2026, there has been no material activity in DFHS.

Use of Estimates

The accompanying unaudited condensed 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 unaudited condensed 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.

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.

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

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 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.

Receivable from Clearing Brokers

Receivable from Dominari Securities’ clearing brokers totaling $21.9 million consisted of approximately $0.5 million of liquid insured deposits $3.7 million of commission receivable and $17.7 million of liquid deposits maintained by the Company with its clearing brokers as of March 31, 2026. Receivable from Dominari Securities’ clearing brokers consisted of approximately $1.4 million of liquid insured deposits, $2.1 million of commissions receivable and $0.5 million of liquid deposits maintained by the Company with its clearing brokers as of December 31, 2025. 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 March 31, 2026 and December 31, 2025 an allowance for credit losses was deemed not necessary.

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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated statement of operations.

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 condensed 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).

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 condensed 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. 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 unaudited condensed consolidated balance sheet.

●

Carried interest fees are earned based on performance of the vehicle during the period, subject to the achievement of minimum return levels, or high-water marks, in accordance with the respective terms set out in each vehicle’s governing agreements. Carried interest is a form of variable consideration in the Company’s contracts with investment management customers and is fully constrained at contract inception. Carried interest fees are not recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. Carried Interest Fees are typically recognized as revenue when realized at the end of the measurement period. Once realized, such fees are not subject to claw back or reversal.

●

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 As of March 31, 2026, the Company recognized $4.7 million of contract liabilities of which $1.1 million is expected to be recognized within a year. The remaining balance is expected to be recognized through 2031. During the three months ended March 31, 2026, the Company recognized revenue of $0.3 million that was included in contract liabilities as of March 31, 2026.

●

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 unaudited condensed consolidated statements of operations. Please see “Stock based compensation” section below for additional information on stock-based compensation accounting policies.

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 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.

The Company accounts for forfeitures as they occur.

Income Taxes

Income tax expense for interim periods is calculated in accordance with ASC 740, Income Taxes, and ASC 740 270, Interim Reporting. Interim periods are treated as integral parts of the annual reporting period, and income tax expense is recognized using estimates that reflect management’s best assessment of the expected annual tax position, including discrete items recognized in the period incurred.

Effect of new accounting pronouncements to be adopted in future periods

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity discloses more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.

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 unaudited condensed consolidated financial statements.

Reclassification of prior year 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 three months ended March 31, 2026 and 2025, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):

	Three Months Ended
	March 31,
	2026			2025
Realized gain / (loss)	$	(6,949	)	$	(732	)
Unrealized gain / (loss)		(115	)		468
Interest and dividend income		50			96
Total	$	(7,014	)	$	(168	)

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 March 31, 2026, and December 31, 2025 ($ in thousands):

	March 31, 2026				December 31, 2025
			Carrying				Carrying
	Cost Basis		Value		Cost Basis		Value
Investment in Kerna Health	$	2,140	$	4,940	$	2,140	$	4,940
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		364
Investment in Aeon Partners Fund Series EG (Epic Games, Inc.)*		3,500		2,248		3,500		2,248
Investment in Tesspay, Inc. and Revere Master SPV Series VI (TessPay, Inc.)**		1,240		1,240		1,240		1,240

Investment in Discord Inc.		476		476		476		476

Investment in Automation Anywhere, Inc.		476		397		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 American Ventures LLC Series XX (TracX Logis Pte Ltd..)		102		102		-		-
Total	$	10,601	$	11,846	$	10,499	$	11,744

*	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.

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

The Company had no changes to the carrying values for the three months ended March 31, 2026, and recorded an increase in the carrying values of approximately $0.3 million for the three months ended March 31, 2025. Please see below details of the changes in carrying value by investment.

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 thousand. As of March 31, 2026, there was no change to the carrying value. On April 6, 2026, the Company received a payment of $58 thousand as a payment related to the Company’s investment.

Investment in TracX.

On January 13, 2026, the Company entered into an agreement (the “TracX Agreement”) with American Ventures LLC whereby the Company agreed to purchase Series XX TracX Logis units for $102 thousand.

Note 6. Notes Receivable

As of March 31, 2026, and December 31, 2025, the Company had no notes receivable.

American Innovative Robotics, LLC

The Company recorded interest income of approximately $20,000, and a realized gain on the note of approximately $221,000 on the American Innovative Robotics Promissory Note in the 31, 2025. The note was fully paid off as of March 24, 2025, with proceeds totaling $1.1 million, resulting in an ending value of $0.

Note 7. Fair Value of Financial Assets and Liabilities

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.

The following table presents the Company’s assets and liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025 ($ in thousands):

	Fair value measured as of March 31, 2026
			Quoted		Significant
	Total at		prices in Active		other observable		Significant unobservable
	March 31,		Markets		inputs		inputs
	2026		(Level 1)		(Level 2)		(Level 3)
Assets
Securities owned	$	11,118	$	—	$	9,467	$	1,651
Marketable securities	$	6,901	$	5,494	$	1,407	$	—

	Fair value measured as of December 31, 2025
			Quoted		Significant
	Total at		prices in active		other observable		Significant unobservable
	December 31,		markets		inputs		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 fair value of level 3 securities owned totaling $1.7 million shown above at March 31, 2026 are subject to an initial lock-up period until approximately June 30, 2026, and further restrictions to which the Company cannot liquidate its investment until such restrictions are met. Additionally, approximately $1.1 million of fair value of level 2 securities owned shown above at March 31, 2026 represents warrants that are subject to lock-up periods that will end by June 30, 2026 and another $4.3 million of fair value of warrant securities with lock-up periods that will end by September 30, 2026 as well.

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, 2025	$	1,741

Unrealized loss included in principal transactions	$	(90	)
Securities owned at fair value as of March 31, 2026	$	1,651

The Company’s Level 3 fair value measurements at March 31, 2026 were determined by the following quantitative inputs:

●

The underlying stock price of $10.01 per share as of the measurement date.

●

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

Note 8. Prepaid expenses and other assets

Other assets consist of the following as of March 31, 2026, and December 31, 2025 ($ in thousands):

	March 31, 2026		December 31, 2025
Prepaid expenses	$	480	$	805
Security deposits		483		483
Property and equipment, net		108		135
Other		769		980
Total	$	1,840	$	2,403

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^nd Floor 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 “23^rd Floor Premises”). Dominari Financial currently uses the 23rd Floor 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 23rd Floor 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 23rd Floor Premises in February 2023.

On September 2, 2025, the Company entered into a Lease Agreement (the “Company’s Florida Lease”) with Blue Diamond Towers, LLC, a Delaware limited liability company. Under the Company’s Florida Lease, the Company rents a portion of the first floor designated as Suite 103 of the North Building at 3835 PGA Boulevard in Palm Beach Gardens, Florida, (the “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.

The tables below represent the Company’s lease assets and liabilities as of March 31, 2026:

	March 31,
	2026
Assets:
Operating lease right-of-use-assets	$	2,586
Liabilities:
Current
Operating	$	568
Long-term
Operating		2,176
	$	2,744

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

	March 31,
	2026
Weighted-average remaining lease term - operating leases (in years)		4.0
Weighted-average discount rate - operating leases		10.0	%

During the years ended March 31, 2026 and 2025, the Company recorded approximately $0.2 million and $0.2 million, respectively, of lease expense to current period operations.

	Three Months Ended March 31,
	2026		2025
Operating leases
Operating lease cost	$	205	$	178
Short-term lease rent expense		3		22
Net rent expense	$	208	$	200

As of March 31, 2026, future minimum payments during the next five years and thereafter are as follows:

	Operating
	Leases
Remaining period Ended December 31, 2026	$	638
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		3,366
Less present value discount		(622	)
Operating lease liabilities	$	2,744

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 March 31, 2026, and 2025 are as follows:

	As of March 31,
	2026		2025
Convertible preferred stock		34		34
Warrants to purchase common stock		6,362,098		8,175,188
Restricted stock awards		396,346		50,000
Options to purchase common stock		10,072,646		346,654
Total		16,831,124		8,571,876

Note 11. Stockholders’ Equity and Convertible Preferred Stock

Common Stock

As of March 31, 2026, there are 22,613,781 shares of common stock issued and outstanding This includes 316,346 unvested shares issued that are subject to forfeiture through September 30, 2026, and 80,000 unvested shares issued that are subject to forfeiture through December 11, 2026.

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, 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.

On February 10, 2025, the Company entered into advisory agreements with various individuals who were issued shares of common stock. The agreements are for a term of two years but are cancellable by either party. As part of these agreements, 2,550,000 shares of 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. These shares 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 unaudited condensed consolidated statement of operations.

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, 2026 to March 31, 2026, various individuals exercised warrants, resulting in the additional issuance of 75,000 shares of common stock and cash proceeds of $0.3 million, which were recorded in additional paid-in capital and are reflected in the unaudited condensed 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 March 31, 2026, and December 31, 2025, 5,000,000 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 March 31, 2026 and December 31, 2025, 5,000,000 Series D-1 Preferred Stock was designated; 834 and 834 shares remained issued and outstanding.

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. Dividends declared totaled $10.3 million during the three months ended December 31, 2025, of which $9.9 million were paid during the three months ended March 31, 2026, resulting in a dividend payable of $0.4 million as of March 31, 2026.

Warrants

A summary of warrant activity for the three months ended March 31, 2026, is presented below:

								Weighted
				Weighted				Average
				Average				Remaining
				Exercise		Total Intrinsic		Contractual
	Warrants			Price		Value ($000s)		Life (in years)
Outstanding as of December 31, 2025		6,690,768		$	5.38	$	6,186		3.9
Granted		-			-		-		-
Expired		(253,670	)	$	34.00		-		-
Exercised		(75,000	)	$	4.22		-		-
Outstanding as of March 31, 2026		6,362,098		$	4.25	$	-		3.8

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 the Dominari Holdings’ board of directors.

On 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-vested and nonforfeitable with a total fair value $308,000.

On February 10, 2025, the Company issued 351,851 shares of the Company’s common stock to Messrs. Christopher Devall under the Company’s 2022 Equity Incentive Plan. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value $2.1 million.

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.

On March 11, 2025, 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. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $1.7 million.

On December 10, 2025, the Company issued 316,346 shares of the Company’s common stock under the 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 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 $1.3 million.

On 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.

On January 9, 2026, the Company issued 75,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan to members of the board of directors. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of $320 thousand.

On March 4, 2026, the Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant of 3.0 million shares of the Company’s common stock each to Messrs. Anthony Hayes and Kyle Wool, pursuant to shareholder approval to increase the shares of common stock reserved for issuance under the Company’s 2022 Equity Incentive Plan, which was approved on March 4, 2026 at a Special Meeting of Shareholders Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.

See Restricted Stock roll-forward below.

A summary of restricted stock awards activity for the three months ended March 31, 2026, is presented below:

				Weighted
	Number of			Average
	Restricted			Grant Day
	Stock Awards			Fair Value
Nonvested at December 31, 2025		396,346		$	4.29
Granted		6,075,000		$	3.08
Vested		(6,075,000	)	$	3.08
Forfeited		-		$	-
Nonvested at March 31, 2026		396,346		$	4.29

Stock-based compensation associated with restricted stock awards was approximately $19.2 million and $7.6 million for the three months ended March 31, 2026, and 2025, respectively. All stock compensation was recorded as a component of compensation and benefits expenses. The 396,346 nonvested restricted stock units that were approved in December 2025 in the table above are reflected as being issued in the unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026.

As of March 31, 2026, there is approximately $1.1 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. The Company recorded an expense of $26.1 million for the Performance Awards during the second quarter of 2025.

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 $36 thousand during the three months ended 2026 related to such options.

A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2026, is presented below:

							Weighted
			Weighted				Average
			Average		Total		Remaining
	Number of Shares		Exercise Price		Intrinsic Value		Contractual Life (in years)
Outstanding as of December 31, 2025		10,072,646	$	6.16	$	26		9.1
Employee options granted		-	$	-	$	-		-
Employee options exercised		-	$	-	$	-		-
Employee options forfeited		-	$	-	$	-		-
Outstanding as of March 31, 2026		10,072,646	$	6.16	$	-		8.8
Options vested and exercisable		10,064,313	$	6.17	$	-		8.8

Stock-based compensation associated with stock options was approximately $36 thousand and $38 thousand for the three months ended March 31, 2026, and 2025, respectively. All stock compensation was recorded as a component of compensation and benefits expenses.

Estimated future stock-based compensation expense relating to unvested stock options is approximately $24 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 unaudited condensed consolidated statements of changes in stockholders’ equity. As of March 31, 2026, the revenue attributable to non-controlling interest was $23 thousand of which the Company owes $21 thousand at March 31, 2026. During the three months ended March 31, 2026, the Company distributed $55 thousand to non-controlling interests.

Note 12. Revenue

Disaggregation of Revenue

For the three months ended March 31, 2026, and 2025 total revenue and revenue related to contracts with customers within the scope of Topic 606 were ($ in thousands):

	Three Months Ended
	March 31,
Revenues	2026			2025
Underwriting services	$	32,949		$	5,606
Carried interest		1,096			-
Commissions		2,490			2,190
Interest income – customers		72			39
Other revenue		230			249
Management fees		265			66
Total revenue from contracts with customers		37,102		$	8,150
Principal transactions		(1,532	)		(910	)
Interest income – noncustomer		235			-
Total revenue	$	35,805		$	7,240

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 three months ended March 31, 2026, revenue that was recognized at a point in time includes underwriting services of $32.9. million, carried interest of $1.1 million, commissions of $2.5 million and principal transactions losses of $1.5 million consisting of $0.6 million of realized gains and $2.1 million of unrealized losses. For the three months ended March 31, 2025, revenue that is recognized at a point in time includes underwriting services of $5.6 million, commissions of $2.2 million, and principal transactions losses of $0.9 million consisting of $0.3 million of realized gains and $1.2 million of unrealized losses.

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 three months ended March 31, 2026, revenue that is recognized over time includes other revenue of $230 thousand, management fees of $265 thousand, interest income from customers of $72 thousand, and interest income-noncustomers of $235 thousand. For the three months ended March 31, 2025, revenue that was recognized over time includes other revenue of $233 thousand, management fees of $66 thousand, and interest income from customers of $53 thousand.

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 Company’s income tax expense (benefit) for the three months ended March 31, 2026 is as follows ($ in thousands):

U.S. Federal	$	8,537
State		4,331
Foreign		-
Current income tax expense (benefit)	$	12,868
U.S. Federal		-
State		-
Foreign		-
Deferred income tax expense (benefit)		-
Total income tax expense (benefit)	$	12,868

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. For interim periods, the Company applies the estimated annual effective tax rate (“AETR”) method in accordance with ASC 740-270. Under this method, income tax expense for interim periods is computed by applying the estimated annual effective tax rate to year-to-date ordinary pretax income (loss) and adjusting for the tax effects of discrete items recognized in the period.

For the three months ended March 31, 2026, the Company recorded income tax expense despite reporting a pretax loss. This result is primarily attributable to a significant permanent difference related to the limitation on the deductibility of certain executive compensation under Internal Revenue Code Section 162(m). The Company currently expects that a substantial portion of executive compensation will not be deductible for income tax purposes for the full fiscal year. As a result, the Company’s estimated annual taxable income is forecasted to be positive, despite an expected pretax book loss. Accordingly, the Company’s estimated annual effective tax rate is negative, as the projected annual income tax expense is divided by an expected pretax book loss. The application of this negative AETR to year-to-date ordinary pretax loss results in the recognition of income tax expense in the interim period, rather than a tax benefit that would otherwise be expected based on the pretax loss.

In addition, the Company recognized the tax effect of a discrete item during the three months ended March 31, 2026, which further impacted income tax expense in the period. Discrete items are excluded from the determination of the AETR and are recorded in the period in which they occur. During the period, the Company recognized a book loss of approximately $6.9 million related to the sale of the Company’s marketable securities in American Bitcoin Corp (“ABTC”) stock. For income tax purposes, the majority of the approximate $32.5 million of proceeds from the sale of the Company’s ABTC stock resulted in a $32.5 million were taxable ordinary income which is treated as a discrete item in the interim period. The income tax effect of this transaction increased current income tax expense by approximately $9.5 million.

The Company’s effective tax rate for the three months ended March 31, 2026, was (9.0%). The primary drivers of the variance from the statutory rate were state taxes, Sec. 162m disallowed compensation, and valuation allowance. The Company will continue to assess its estimated annual effective tax rate each reporting period. Changes in forecasted pretax income, the amount of non-deductible compensation under Section 162(m), or other factors could result in significant adjustments to the Company’s interim income tax provision in future periods.

During the three months ended March 31, 2025, the Company did not record any income tax expense or benefit.

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 $49.4 million as of March 31, 2026 and $38.3 million as of December 31, 2025. For the three-month period ended March 31, 2026, the change in valuation allowance is approximately $11.1 million.

As of March 31, 2026, 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 through December 31, 2025, 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.

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.

Note 15. Regulatory

Dominari Securities, the Company’s broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary is Dominari Securities is subject to SEC Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, the subsidiary is subject to the minimum net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted by Rule15c3-1. As of March 31, 2026, Dominari Securities had net capital of approximately $23.4 million in excess of minimum net capital requirement of $0.7 million.

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 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 held 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 also participates as an underwriter. For the three months ended March 31, 2026, there were no such transactions. The Company earned $368,000 in the three months ended March 31, 2025 in transactions, which Revere also participated as an underwriter. As of May 20, 2025, Kyle Wool no longer holds an equity interest in Revere.

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 three months ended March 31, 2026 and 2025 was approximately $17 thousand and $21 thousand, respectively. As of March 31, 2026 and 2025, the total outstanding balance of the employee loans was $1.7 million and $2.0 million, respectively and are included in loans to employees on the accompanying unaudited condensed consolidated balance sheets.

Certain of the Company’s investments are made through related party special purpose vehicles (the “Series Funds”). Those Company investments in the Series Funds without readily determinable fair values are accounted for using the measurement alternative and are are classified as long-term equity investments. Approximate carrying values of such related party long-term equity investments was $261 thousand and $150 thousand as of March 31, 2026 and December 31, 2025 respectively. Those Company investments in the Series Funds which have readily determinable fair values are classified as marketable securities with an approximate fair value of $2.3 million as March 31, 2026 and December 31, 2025.

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 condensed consolidated statements of changes in stockholders’ equity. As of March 31, 2026, the amount attributable to non-controlling interest was $23 thousand. There is $21 thousand payable to non-controlling interests as of March 31, 2026.

The Company earns revenues for managing certain pooled investment vehicles which are related parties. These include the entirety of the management fee revenues totaling $0.3 million and $0.1 million for the three months ended March 31, 2026 and 2025, 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 2 represented amounts received in advance of revenue earned on managing such related party investment vehicles and are listed as contract liabilities in the unaudited condensed statement of financial condition totaling $4.7 million as of March 31, 2026 and $4.5 million as of December 2025.

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 $0.4 million in underwriting revenue, $1.1 million in carried interest revenue, and $1.0 million of commission revenue during the three months ended 2026.

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”.

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

	Three Months Ended March 31, 2026
	Dominari Financial		Legacy Holding Co.			Consolidated
Revenue	$	35,805	$	-		$	35,805
Operating Costs
Compensation and benefits		23,891		44,268			68,159
Professional and consulting fees		291		585			876
Other operating expenses		3,063		1,329			4,392
Income / (loss) from operations		8,560		(46,182	)		(37,622	)

Other (expenses) income
Other income		-		108			108
Interest income		-		61			61
Loss on marketable securities		-		(7,014	)		(7,014	)
Total other income		-		(6,845	)		(6,845	)
Net income (/loss) before income taxes		8,560		(53,027	)		(44,467	)
Provision for income taxes		-		12,868			12,868
Net income (loss)	$	8,560	$	(65,895	)	$	(57,335	)
Non-controlling interests		-		23			23
Net loss attributable to stockholders	$	8,560		(65,918	)	$	(57,358	)
Total assets	$	25,104	$	60,216		$	85,320

	Three Months Ended March 31, 2025
	Dominari Financial			Legacy Holding Co.			Consolidated
Revenue	$	7,240		$	-		$	7,240
Operating Costs
Compensation, benefits and advisory fees		7,595			28,806			36,401
Professional and consulting fees		54			775			829

Other expenses		1,544			1,348			2,892
Loss from operations		(1,953	)		(30,929	)		(32,882	)

Other (expenses) income
Interest income		-			21			21
Gain on marketable securities		-			(168	)		(168	)
Unrealized loss on note receivable		-			221			221
Change in carrying value of investments		-			320			320
Total other (expenses) income		-			394			394
Net loss	$	(1,953	)	$	(30,535	)	$	(32,488	)

Total assets	$	19,202		$	33,103		$	52,335

Note 19. Subsequent Events

Dividend

On May 4, 2026, the Company’s board of directors authorized a special cash dividend of, in aggregate, approximately $9.0 million, or approximately $0.31 per share. The dividend is payable on or about May 29, 2026, to the Company’s common stock shareholders and certain warrant holders (on an as-exercised basis) of record as of the close of business on May 15, 2026.

Item 2. Management’s Discussion and analysis of Financial Condition and Results of Operations

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. All references to “we,”“us,” “our” and the “Company” refer to Dominari Holdings Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly 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 Quarterly 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.

Overview

Dominari Holdings Inc. (“Dominari”)is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking, sales and trading, 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 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.

On October 13, 2023, the Company entered into two separate Limited Liability Company Agreements with Dominari Manager LLC (“Manager”) and Dominari IMLLC (“Investment Manager”), which are both wholly owned subsidiaries and whose operations are included within the unaudited condensed consolidated 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”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%)majority owned subsidiaries of the Company and whose operations are included within the unaudited condensed 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.

Critical Accounting Estimates

We prepare our unaudited condensed consolidated financial statements in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Refer to Note 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of our significant accounting policies.

Recently Issued Accounting Pronouncements

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

Results of Operations

Three months ended March 31, 2026, compared to the three months ended March 31, 2025

	Three Months Ended
	March 31,
	2026			2025
Revenues
Underwriting services	$	32,949		$	5,606
Carried interest		1,096			-
Commissions		2,490			2,190
Interest income		308			39
Principal transactions		(1,532	)		(910	)
Other revenue		494			315
Total revenue		35,805			7,240

Operating costs and expenses
Compensation and benefits		68,159			15,457
Advisory fees		36			20,944
Legal fees		1,485			704
Professional and consulting fees		876			829
Other expenses		2,871			2,188
Total operating expenses		73,427			40,122
Loss from operations		(37,622	)		(32,882	)

Other income (expenses)
Other income		108			-
Interest income		61			21
Loss on marketable securities, net		(7,014	)		(168	)
Realized and unrealized gain loss on notes receivable, net		-			221
Change in carrying value of investments		-			320
Total other income (expenses)		(6,845	)		394
Net loss before income tax expense	$	(44,467	)	$	(32,488	)
Provision for income taxes		12,868			-
Net loss		(57,335	)		(32,488	)
Less: Net income attributable to non-controlling interests		23			-
Net loss attributable to common stockholders of Dominari Holdings Inc.	$	(57,358	)	$	(32,488	)

During the three months ended March 31, 2026, we recognized approximately $35.8 million in revenue from operations, an increase of approximately $28.6 million or 395% as compared to the three months ended March 31, 2025, primarily driven by the increase in our activities of Dominari Securities. The increase in revenue was primarily attributable to the following:

Underwriting service revenue increased by $27.3 million or 488% from $5.6 million to $32.9 million in the three months ended March 31, 2026 as compared to the comparable period 2025, reflecting the impact of it increased efforts in both private placement and registered offering underwriting activities and deal flow.

ii.

Carried interest revenue totaled $1.1 million in first quarter of 2026 as compared to no such revenue in the first quarter of 2025 as a result of receiving variable consideration from investment management customers.

iii.

Commission revenues increased by $0.3 million, or 14% in the first three months of 2026 as compared to the same period in 2025, as a result of the increased customer trading activity.

During the three months ended March 31, 2026, we recognized $73.4 million in operating costs and expenses representing an increase of $33.3 million or 83% as compared to the three months ended March 31, 2026. The increase in operating costs and expenses is primarily a result of the following:

Compensation and benefits increased by $52.7 million or 341%for the three months ended March 31, 2026 as compared to the same period in 2025 primarily as a result of increased commissions expenses of approximately $17.1 million and increases in bonus expense of approximately $34.1 million (of which $18.2 million of stock based compensation is included). Increases in compensation and benefits costs were primarily incurred to compensate employees for generation of the significantly increased revenues.

ii.

The Company recorded $36 thousand of advisory fees in three months ending March 31, 2026, as compared to $20.9 million in the comparable period in 2025 primarily as a result of the issuance of approximately 2.55 million shares of common stock to certain advisors in February 2025.

During the three months ended March 31, 2026, , other expense was approximately $(6.8) million as compared to other income of $394 thousand for the three months ended March 31, 2025. The 2026 other expense primarily is as a result of the loss on the sale of the Company’s ABTC stock for cash proceeds of approximately $32.5 million in January 2026 which was lower than the approximate December 31, 2025, book value of $39.4 million. During the three months ending March 31, 2025, the Company recorded a realized gain of approximately $0.2 million on a note that was satisfied during the period and an approximate $0.3 million increase in the carrying value of its long-term investments.

During the three months ended March 31, 2026, the Company recorded income tax expense of $12.9 million as compared to $0 in comparable period in 2025 primarily as a result of the increased revenues, taxable gain on the sale of the Company’s ABTC stock in January 2026, and certain income tax limitations under Internal Revenue Code Sections 162(m) and 382 the tax impact of certain expenses related to compensation that are not allowable which limit available deductions for income tax purposes.

Net loss of $57.3 million in the three months ended March 31, 2026, was $24.8 million or 76% higher than the $32.5 million loss reported in the comparable period of 2025. In the first three months of 2026, non-controlling interest of $23 thousand was recorded slightly increasing the net loss attributable to common stockholders’ of the Company.

Non-GAAP Comparison of Results for the Three Months Ended March 31, 2026, and March 31, 2025

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):

	Three Months Ended			Three Months Ended
	March 31, 2026			March 31, 2025
Loss from operations	$	(37,622	)	$	(32,882	)
Non-cash stock-based compensation		19,279			28,626
Adjusted loss from operations	$	(18,343	)	$	(4,256	)

Net loss attributable to common stockholders’ of Dominari Holdings	$	(57,358	)	$	(32,488	)
Non-cash stock-based compensation		19,279			28,626
Adjusted net loss before income tax expense	$	(38,079	)	$	(3,862	)
Adjustment to the provision for income taxes		-			4,427
Adjusted net loss to common stockholders’ of Dominari Holdings		(38,079	)		(8,289	)
Adjusted net loss per share, basic	$	(2.11	)	$	(0.77	)
Weighted average number of shares outstanding, basic		18,068,269			10,775,219

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.

Our ultimate success is dependent on our 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 $21.9 million as of March 31, 2026. As of March 31, 2026, we had approximately $27.5 million of cash and cash equivalents, $6.9 million of marketable securities and $11.1 million of securities owned. Additionally, we had approximately $21.9 million in receivable from clearing brokers. 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.

The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated (in thousands):

	As of March 31,
	2026			2025
Cash provided by (used in)
Operating activities	$	(28,942	)	$	1,235
Investing activities		32,123			(5,436	)
Financing activities		(9,709	)		6,437
Net increase (decrease) in cash	$	(6,528	)	$	2,236

Cash Flows from Operating Activities

For the three months ended March 31, 2026, net cash (used in) operations was approximately $(28.9) million as compared to net cash provided by operations of $1.2 million for the three months ended March 31, 2025. The cash used in operating activities for the three months ending March 31, 2026, is primarily attributable to net loss of approximately $55.7 million, increases in receivable from clearing brokers of approximately $17.9 million and non-cash underwriting revenue of approximately $10.1 million, offset primarily by non-cash commission expense of approximately $7.6 million, increases in income taxes payable of approximately $12.9 million and stock-based compensation of approximately $19.3 million, and a realized gain on marketable securities of approximately $6.9 million. The cash provided by operating activities for the three months ended March 31, 2025, was primarily attributable to decreases in receivable from clearing brokers of $4.8 million, increase in accrued commissions of approximately $1.2 million, increase in stock based compensation of approximately $28.6 million, changes in operating assets and liabilities of approximately $3.7 million, realized loss on marketable securities of approximately $0.7 million, offset by a net loss of approximately $32.4 million.

Cash Flows from Investing Activities

For the three months ended March 31, 2026 and 2025, net cash provided by (used in) investing activities was approximately $32.1 million and $(5.4) million, respectively. The cash provided by investing activities for the three months ended March 31, 2026, primarily resulted from our sale of marketable securities of approximately $41.7 that included the sale of the Company’s ABTC shares for $32.4 million in net proceeds, partially offset by our purchase of marketable securities of approximately $10.0 million. The cash used in investing activities for the three months ended March 31, 2025, primarily resulted from our purchases of marketable securities of approximately $9.0 million, partially offset by sale of marketable securities of approximately $1.8 million and collection of principal on notes receivable of $1.1 million.

Cash Flows from Financing Activities

For the three months ended March 31, 2026 and 2025, net cash (used in) provided by financing activities was approximately $(9.7) million and $6.4 million, respectively. The cash used in financing activities for the three months ended March 31, 2026, was resulted from dividends paid of approximately $9.9 million and distributions to non-controlling interest of approximately $55 thousand, offset by the issuance of common stock for warrants exercised of approximately $0.3 million. The cash provided by financing activities for the three months ended March 31, 2025, was primarily driven by fund raising related to issuance of common stock of $13.5 million, partially offset by payment of dividends $(7.1) million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)under the Exchange Act. Based upon that evaluation, as of March 31, 2026, our principal executive officer and principal financial officer concluded that 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

During the period ended March 31, 2026, due to staffing and resource constraints, the Company required significant additional effort to close the books and records, and record appropriate account adjustments. 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 sufficient review over the accounting for certain transactions recorded 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 year ending December 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting for the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Part II – Other Information

Item 1. 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.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Our current risk factors are set forth in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2026. Any of our previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1*		Certification of Principal Executive Officer of Dominari Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer of Dominari Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer of Dominari Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer of Dominari Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.

Signatures

Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DOMINARI HOLDINGS INC.

Date: May 12, 2026	By:	/s/ Anthony Hayes
		Anthony Hayes
		Chief Executive Officer

Date: May 12, 2026	By:	/s/ Tim Ledwick
		Tim Ledwick
		Chief Financial Officer

SEC Form 10-Q filed by Dominari Holdings Inc.