What changed in Dominari Holdings Inc.'s 10-K — 2024 vs 2025
vs
Paragraph-level year-over-year comparison of Dominari Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+262 added−143 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-15)
Top changes in Dominari Holdings Inc.'s 2025 10-K
262 paragraphs added · 143 removed · 98 edited across 5 sections
- Item 1A. Risk Factors+145 / −60 · 46 edited
- Item 7. Management's Discussion & Analysis+67 / −28 · 22 edited
- Item 1. Business+41 / −47 · 23 edited
- Item 5. Market for Registrant's Common Equity+8 / −7 · 6 edited
- Item 3. Legal Proceedings+1 / −1 · 1 edited
Item 1. Business
Business — how the company describes what it does
23 edited+18 added−24 removed49 unchanged
Item 1. Business
Business — how the company describes what it does
23 edited+18 added−24 removed49 unchanged
2024 filing
2025 filing
Biggest changeDFHS offers, sells and renews various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services (the “Joint Venture”). Pursuant to the terms of the JV Agreement, Dominari Financial and HS are co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS.
Biggest changePursuant to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS. Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.
Dominari Securities offers client-focused discretionary fee-based investment programs managed by Dominari Securities advisors. Non-Discretionary Advisory Accounts . Dominari Securities provides fee-based non-discretionary investment advisory services and consultation to clients. 3 Alternative Investments . Dominari Securities offers high net worth and institutional investors the opportunity to participate in a wide range of non-traditional investment strategies.
Dominari Securities offers client-focused discretionary fee-based investment programs managed by Dominari Securities advisors. Non-Discretionary Advisory Accounts . Dominari Securities provides fee-based non-discretionary investment advisory services and consultation to clients. Alternative Investments . Dominari Securities offers high net worth and institutional investors the opportunity to participate in a wide range of non-traditional investment strategies.
Those services are discussed below and include wealth management, investment banking, sales and trading, asset management and insurance products. 1 Wealth Management Services Dominari Securities provides a comprehensive array of financial services to high-net-worth individuals and families, corporate executives, and public and private businesses.
Those services are discussed below and include wealth management, investment banking, sales and trading, asset management and insurance products. Wealth Management Services Dominari Securities provides a comprehensive array of financial services to high-net-worth individuals and families, corporate executives, and public and private businesses.
Item 1. BUSINESS Dominari Holdings Inc. (“Dominari”) is a holding company that, through its various subsidiaries, is currently engaged in wealth management, investment banking, securities sales and trading and asset management. 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.
Item 1. BUSINESS 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.
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 consolidated condensed financial statements of Dominari.
On October 13, 2023, the Company entered into two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements of Dominari.
Corporate Information We were incorporated in Delaware on May 1, 1992. Our principal executive offices are located at 725 5th Avenue, 22 nd Floor, New York, New York 10022, and our telephone number is 212-393-4540. Our website address is www.dominari.com . The information contained in, or accessible through, our website does not constitute part of this Annual Report.
Corporate Information We were incorporated in Delaware on May 1, 1992. Our principal office is located at 725 5th Avenue, 22 nd Floor, New York, New York 10022, and our telephone number is (212) 393-4540. Our website address is https://www.dominariholdings.com/ . The information contained in, or accessible through, our website does not constitute part of this Annual Report.
We have included our website address as an inactive textual reference only. 7
We have included our website address as an inactive textual reference only. 6
Regulatory Capital Requirements Dominari Securities is subject to financial capital requirements that are set by regulation. Dominari Securities is a registered broker-dealer and is required to maintain net capital in an amount equal to SEC minimum financial requirements. As a broker-dealer, Dominari Securities is subject to the SEC’s Uniform Net Capital Rule 15c3-1 (the “Net Capital Rule”).
Dominari Securities is a registered broker-dealer and is required to maintain net capital in an amount equal to SEC minimum financial requirements. As a broker-dealer, Dominari Securities is subject to the SEC’s Uniform Net Capital Rule 15c3-1 (the “Net Capital Rule”).
Employees As of December 31, 2024, we had twenty-nine (29) full-time employees, none of which are represented by a labor union or covered by a collective bargaining agreement. The Company offers health insurance benefits to eligible employees.
Employees As of December 31, 2025, we had 36 full-time employees, none of which are represented by a labor union or covered by a collective bargaining agreement. The Company offers health insurance benefits to eligible employees.
(the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC.
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).
The FPS Purchase Agreement provided for Dominari’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022, at which Dominari paid Fieldpoint $2,000,000 in consideration for a transfer by Fieldpoint to Dominari of 20% of the Membership Interests.
The FPS Purchase Agreement provided for Dominari Financial’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari Financial paid to Fieldpoint $2.0 million in consideration for a transfer by Fieldpoint to Dominari Financial 20% of the Membership Interests.
In the U.S., the SEC is the federal agency responsible for the administration of federal securities laws. In addition, the Financial Industry Regulatory Authority, Inc. (“FINRA”) is a self-regulatory organization (“SRO”) that is actively involved in the regulation of securities businesses.
Regulation Regulation in the United States The financial services industry in which we operate is subject to extensive regulation. In the U.S., the SEC is the federal agency responsible for the administration of federal securities laws. In addition, the Financial Industry Regulatory Authority, Inc. (“FINRA”) is a self-regulatory organization (“SRO”) that is actively involved in the regulation of securities businesses.
Broker-dealers are subject to SEC, FINRA, and state securities regulations that cover all aspects of the securities business, including sales and trading methods, trade practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees (although state securities regulations are, in a number of cases, more limited).
In addition, broker-dealers and investment advisors must also comply with the rules and regulation of clearing houses, exchanges, and trading platforms of which they are a member. 4 Broker-dealers are subject to SEC, FINRA, and state securities regulations that cover all aspects of the securities business, including sales and trading methods, trade practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees (although state securities regulations are, in a number of cases, more limited).
Pursuant to the terms of the FPS Purchase Agreement, we purchased from Fieldpoint 100% of the membership interests in FPS (the “Membership Interests”) and, as a result thereof, operate the newly acquired dual registered broker-dealer and investment adviser as a wholly owned subsidiary of Dominari Financial Inc.
Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from Fieldpoint 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.
(“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. History Dominari Holdings Inc.
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.
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.
The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”) and is a wholly owned subsidiary of Dominari Financial. History Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated.
On September 9, 2022, we entered into a membership interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Fieldpoint”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”) and dually-registered broker-dealer and investment advisor registered with the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”).
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 (“Fieldpoint”), 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 advisor registered with the SEC.
Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.
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”).
Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, operational and marketing requirements, disclosure obligations, conflicts of interest, fees and prohibitions on fraudulent activities. 6 In addition, certain states, have proposed or adopted measures that would make broker-dealers, sales agents and investment advisors and their representatives subject to a fiduciary duty when providing products and services to customers.
In addition, certain states, have proposed or adopted measures that would make broker-dealers, sales agents and investment advisors and their representatives subject to a fiduciary duty when providing products and services to customers.
The SEC did not indicate an intent to pre-empt state regulation in this area, and some of the state proposals would allow for a private right of action. In the event our wealth management division makes recommendations to retail customers, it will be required to comply with the obligations imposed under Reg BI and applicable state laws.
The SEC did not indicate an intent to pre-empt state regulation in this area, and some of the state proposals would allow for a private right of action.
Following FINRA’s approval of the Continuing Membership Application pursuant to FINRA Rule 1017 (the “Rule 1017 Application”) on March 20, 2023, the second closing occurred on March 27, 2023, at which time Dominari paid Fieldpoint an additional $1.4 million in consideration for a transfer by Fieldpoint to Dominari of the remaining 80% of the Membership Interests.
The second closing occurred on March 27, 2023, Dominari Financial paid Fieldpoint an additional $1.4 million in consideration for a transfer by Fieldpoint to Dominari Financial of the remaining 80% of the Membership Interests. As a result of the ownership change, FPS was renamed Dominari Securities LLC.
Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement. DFHS offers business property and casualty insurance, family office services, group medical insurance, life insurance, personal property and casualty insurance, private placement life insurance, and qualified plans.
The JV Agreement governs the operation of DFHS, including the distributions to the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services.
In addition to organic growth, the Company seeks opportunities outside of its current business to enhance stockholder value, including in the AI and Data Center sector. Dominari and its subsidiaries are collectively referred to herein as “Company,” “we,” “our” or “us.” Dominari Financial Inc.
Dominari 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, executes the Company’s growth strategy in the financial services industry.
Removed
Dominari Securities Dominari Securities offers, and plans to offer, a broad range of broker-dealer and registered investment adviser services.
Added
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.
Removed
The Co-Managing Members act by unanimous consent but acknowledge and agree that Dominari Financial is responsible for managing the day-to-day operations of DFHS while HS shall be responsible for handling administrative work as needed between DFHS and the various insurance companies. Both Co-Managing Members shall share sales responsibilities with respect to DFHS.
Added
Dominari Securities is also licensed to provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.
Removed
Recent Developments February 2025 Registered Direct Offering and Private Placement On February 10, 2025, Dominari entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock, unregistered Series A warrants to purchase up to 1,439,467 shares of common stock and unregistered Series B warrants to purchase up to 1,439,467 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants in a direct offering.
Added
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.
Removed
In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, unregistered Series A warrants to purchase up to 2,436,587 shares of common stock and unregistered Series B warrants to purchase up to 2,436,587 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants (the “February 2025 Financings”).
Added
On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”). The Company holds a ninety percent (90%) Membership Interest in each, and their operations are included within the consolidated financial statements of Dominari.
Removed
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.
Added
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.
Removed
The gross proceeds to the Company from the February 2025 Financings were approximately $13.5 million, before deducting fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the warrants.
Added
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.
Removed
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.
Added
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.
Removed
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. 4 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.
Added
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. 1 Dominari Securities Dominari Securities offers, and plans to offer, a broad range of broker-dealer and registered investment adviser services.
Removed
Advisory Agreements On February 10, 2025, the Company entered into certain advisory agreements (the “Advisory Agreements”) with five newly appointed members of its advisory board for initial appointments of two years.
Added
DFHS offers business property and casualty insurance, family office services, group medical insurance, life insurance, personal property and casualty insurance, private placement life insurance, and qualified plans. 3 Recent Developments Dividend Paid On December 11, 2025, the Company declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis) of $0.432 per share, which was paid on January 26, 2026, to shareholders and certain warrant holders of record as of the close of business on January 5, 2026.
Removed
The Company has issued an aggregate of 2,550,000 unregistered shares (the “Advisory Shares”) to the newly appointed members with an additional issuance of an aggregate of 850,000 Advisory Shares to be issued upon certain Company milestones being met.
Added
Sale of ABTC Stock On December 30, 2025, the Company entered into an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million. The transaction closed on January 20, 2026, with the receipt of the totality of the $32.4 million.
Removed
The Advisory Shares were offered in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws.
Added
Restricted Stock Awards On January 7, 2026, in connection with the transaction involving the Company’s investment in American Bitcoin, the Committee determined that it is in the best interests of the Company and its stockholders, to make a special equity grant to Messrs.
Removed
Accordingly, the Advisory Shares may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares of Common Stock issued pursuant to the Advisory Agreements.
Added
Anthony Hayes and Kyle Wool, in accordance with the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and pursuant to stockholder approval to increase the number of shares of common stock reserved for issuance under the 2022 Plan. Pursuant to the Committee’s decision and upon stockholder approval, pursuant to which each received 3,000,000 shares of the Company’s common stock.
Removed
Bitcoin ETF Investment Strategy In February 2025, the Company implemented a bitcoin investment strategy through investments in bitcoin Exchange-Traded Funds (“ETFs”) as a treasury reserve asset on an ongoing basis, subject to market conditions and the Company’s anticipated cash needs.
Added
On March 4, 2026, upon approval of the Company’s stockholders to amend the 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan, the shares were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.
Removed
The Company views bitcoin ETFs as a reliable store of value, and believes bitcoin has compelling characteristics as a scarce and finite asset that can serve as a reasonable inflation hedge and safe haven amid global instability. While a highly volatile asset, bitcoin’s price has also appreciated significantly since bitcoin’s inception.
Added
Special Meeting of Stockholders On March 4, 2026, at a special meeting of stockholders, the Company’s stockholders approved amendments to (1) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan by 10,000,000 shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares of common stock and (2) Section 4(b) of the 2022 Plan to clarify the calculation of the annual increase in shares of common stock reserved for issuance under the 2022 Plan to provide that commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares reserved for issuance under the 2022 Plan shall automatically increase each January 1 st , by a number of shares equal to the lesser of (i) 20% of the total number of shares of common stock issued and outstanding on the immediately preceding December 31 st and (ii) such smaller number of shares of common stock as determined by the board of directors.
Removed
The Company believes that a substantial portion of bitcoin’s appreciation is attributable to the view that bitcoin is or will become a reliable store of value. As of March 31, 2025, the Company (via Dominari Holdings Inc.) had approximately $2,000,000 in its bitcoin treasury through holdings of Blackrock’s iShares Bitcoin Trust ETF.
Added
Amendments to Employment Agreements with Officers On March 20, 2026, the Company entered into amendments to the employment agreements of each of Anthony Hayes (the Company’s Chief Executive Officer), and Kyle Wool (the Company’s President) (collectively, the “Employment Agreement Amendments”).
Removed
The Company expects to continue to invest a portion of its excess cash and earnings in bitcoin in furtherance of its bitcoin treasury strategy. Strategic Initiative with Hut 8 Corp. On February 18, 2025, Dominari announced the creation of American Data Centers Inc.
Added
Pursuant to each of the Employment Agreement Amendments, the executives agreed to replace the annual bonus provisions with a performance-based quarterly bonus in consideration for the issuance of 3,000,000 shares of common stock from the Company, as approved by vote of the shareholders of the Company on March 4, 2026.
Removed
(“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across the United States to meet the accelerated demand for advanced computing.
Added
Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program, operational and marketing requirements, disclosure obligations, conflicts of interest, fees and prohibitions on fraudulent activities.
Removed
On March 31, 2025, ADC completed a series of transactions providing for the launch of American Bitcoin Corp., a strategic initiative focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve development and monetization (the “Transactions”).
Added
In the event our wealth management division makes recommendations to retail customers, it will be required to comply with the obligations imposed under Reg BI and applicable state laws. 5 Regulatory Capital Requirements Dominari Securities is subject to financial capital requirements that are set by regulation.
Removed
To effectuate the Transactions, ADC, Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued stock representing 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance.
Removed
At the closing of the Transactions, ADC changed its name to American Bitcoin Corp. (“American Bitcoin”).
Removed
In connection with the Transactions, American Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel to provide day-to-day commercial and operational management services and ASIC colocation services to American Bitcoin, in each case on an exclusive basis for so long as such agreements remain in effect.
Removed
Hut 8 and its personnel will also provide back-office support services to American Bitcoin pursuant to a shared services agreement with American Bitcoin.
Removed
As a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company holds a 3.17% minority interest in American Bitcoin. 5 Regulation Regulation in the United States The financial services industry in which we operate is subject to extensive regulation.
Removed
In addition, broker-dealers and investment advisors must also comply with the rules and regulation of clearing houses, exchanges, and trading platforms of which they are a member.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
46 edited+99 added−14 removed167 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
46 edited+99 added−14 removed167 unchanged
2024 filing
2025 filing
Biggest changeOur common stock is currently traded on The Nasdaq Capital Market (“Nasdaq”), under the symbol “DOMH.” If we fail to meet any of the continued listing standards of Nasdaq, our common stock could be delisted from Nasdaq.
Biggest changeIf our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which result could be significant to our financial condition or results of operations. 20 Risks Associated with the Company’s Common Stock Our common stock may be delisted from The Nasdaq Capital Market if we fail to comply with continued listing standards. ● Our common stock is currently traded on The Nasdaq Capital Market (“Nasdaq”), under the symbol “DOMH.” If we fail to meet any of the continued listing standards of Nasdaq, our common stock could be delisted from Nasdaq.
The Company may be adversely affected by new or revised legislation or regulations or changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. 17 Dominari Securities is a broker-dealer and investment adviser registered with the SEC and is primarily regulated by FINRA.
The Company may be adversely affected by new or revised legislation or regulations or changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Dominari Securities is a broker-dealer and investment adviser registered with the SEC and is primarily regulated by FINRA.
We may be unable to sell some of our assets or we may have to sell assets at a discount to market value, either of which could adversely affect our results of operations, cash flows and financial condition. From time to time we may invest in securities that are illiquid or subject to restrictions.
We may be unable to sell some of our assets or we may have to sell assets at a discount to market value, either of which could adversely affect our results of operations, cash flows and financial condition. 15 From time to time we may invest in securities that are illiquid or subject to restrictions.
Additional financing may be unavailable on acceptable terms. 8 If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our business may be harmed and our stock price may be adversely impacted.
Additional financing may be unavailable on acceptable terms. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our business may be harmed and our stock price may be adversely impacted.
If interest rates remain at low levels, the Company’s profitability will be negatively impacted. 13 The Company is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations.
If interest rates remain at low levels, the Company’s profitability will be negatively impacted. The Company is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations.
The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations. 15 Our businesses rely extensively on data processing and communications systems.
The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations. 16 Our businesses rely extensively on data processing and communications systems.
New regulations may result in enhanced standards of duty on broker-dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company’s activities, including through net capital, customer protection and market conduct requirements, including those relating to principal trading. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA.
New regulations may result in enhanced standards of duty on broker-dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company’s activities, including through net capital, customer protection and market conduct requirements, including those relating to principal transactions. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA.
As a holding company, we depend on dividends, distributions and other payments from our subsidiaries to fund payments on our obligations. Several of our subsidiaries, particularly our broker-dealer subsidiary, are subject to regulations that limit or restrict dividend payments or reduce the availability of the flow of funds from those subsidiaries to us.
As a holding company, we depend on dividends, distributions and other payments from our subsidiaries to fund payments on our obligations. Some of our subsidiaries, particularly our broker-dealer subsidiary, are subject to regulations that limit or restrict dividend payments or reduce the availability of the flow of funds from those subsidiaries to us.
In addition, our broker-dealer subsidiaries subsidiary are subject to restrictions on their ability to lend or transact with affiliates and are required to maintain minimum regulatory capital requirements. These regulations may hinder our ability to access funds that we may need to make payments to fulfill obligations.
In addition, our broker-dealer subsidiary is subject to restrictions on their ability to lend or transact with affiliates and are required to maintain minimum regulatory capital requirements. These regulations may hinder our ability to access funds that we may need to make payments to fulfill obligations.
Our assessment, testing and evaluation of the design and operating effectiveness of our internal control over financial reporting resulted in our conclusion that, as of December 31, 2024, our internal control over financial reporting was not effective, as described further in Item 9A of this Form 10-K for the fiscal year ended December 31, 2024.
Our assessment, testing and evaluation of the design and operating effectiveness of our internal control over financial reporting resulted in our conclusion that, as of December 31, 2025, our internal control over financial reporting was not effective, as described further in Item 9A of this Form 10-K for the fiscal year ended December 31, 2025.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action. Because of their significant stock ownership, some of our executive officers and directors will be able to exert control over us and our significant corporate decisions.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action. Because of their significant stock ownership, some of our executive officers, directors and members of our advisory board will be able to exert control over us and our significant corporate decisions.
Concentration of risk may reduce revenues or result in losses in our market-making, investing, underwriting, including block trading, and lending businesses in the event of unfavorable market movements, or when market conditions are more favorable for our competitors.
Concentration of risk may reduce revenues or result in losses in our investing, and underwriting, including block trading, in the event of unfavorable market movements, or when market conditions are more favorable for our competitors.
If the Company experiences losses of managed accounts, fee revenue will decline. In addition, in periods of declining market values, the values of assets under management may ultimately decline, which would negatively impact fee revenues. ● In the past decade, passively managed index funds have seen greater investor interest, and this trend has become more prevalent in recent years.
In addition, in periods of declining market values, the values of assets under management may ultimately decline, which would negatively impact fee revenues. ● In the past decade, passively managed index funds have seen greater investor interest, and this trend has become more prevalent in recent years.
On February 11, 2025, we declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis) of $0.32 per share, which was paid on March 3, 2025, to shareholders and certain warrant holders of record as of the close of business on February 24, 2025.
On February 11, 2025, we declared a special cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued) of $0.32 per share, which was paid on March 3, 2025, to shareholders and certain warrant holders of record as of the close of business on February 24, 2025.
From January 1, 2024 through December 31, 2024, the closing share price of our common stock (on a split-adjusted basis) ranged from a high of $3.14 to a low of $0.90. The reason for the volatility in our common stock is not well understood and may continue.
From January 1, 2025 through December 31, 2025, the closing share price of our common stock (on a split-adjusted basis) ranged from a high of $13.00 to a low of $1.03. The reason for the volatility in our common stock is not well understood and may continue.
Any such misstatement or omission could subject the Company to enforcement action by the SEC and claims of investors, either of which could have a material adverse impact on the Company’s results of operations, financial condition and reputation.
Any such misstatement or omission could subject the Company to enforcement action by the SEC and claims of investors, either of which could have a material adverse impact on the Company’s results of operations, financial condition and reputation. The value of our financial instruments may be materially affected by market fluctuations.
Any loss of services of the chief executive officer and other senior executive officers may adversely affect the business and operations of the Company. If the Company’s senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected.
If the Company’s senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected.
Recent actions by some larger competitors to reject the “Recruiting Protocol”, an industry adopted set of practices permitting financial advisors to port their client relationships to a new firm under strict rules, is likely to increase the likelihood of litigation among competitors surrounding the employment of new advisors and their solicitation of their clients and may act as a new barrier to recruitment of financial advisors.
Recent actions by some larger competitors to reject the “Recruiting Protocol”, an industry adopted set of practices permitting financial advisors to port their client relationships to a new firm under strict rules, is likely to increase the likelihood of litigation among competitors surrounding the employment of new advisors and their solicitation of their clients and may act as a new barrier to recruitment of financial advisors. 13 If we fail to manage our anticipated growth effectively, our business, financial condition and operating results could be harmed.
In addition, insurance claims may divert management resources away from operating the business. Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.
The Company’s business may be negatively affected if in the future its insurance proves to be inadequate or unavailable. In addition, insurance claims may divert management resources away from operating the business. Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.
In addition, regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, a reluctance of counterparties to do business with us and the costs of defending litigation. 12 Our results of operations may be materially affected by market fluctuations and by global and economic conditions and other factors, including changes in asset values.
In addition, regulatory scrutiny of, or litigation in connection with, conflicts of interest would have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds, a reluctance of counterparties to do business with us and the costs of defending litigation.
Our executive officers, directors and their affiliates own or control, in the aggregate, beneficially own approximately 34.52% of our outstanding common stock as of December 31, 2024.
Our executive officers, directors and their affiliates, and members of our advisory board beneficially own or control, in the aggregate, approximately 68.5% of our outstanding common stock as of December 31, 2025.
These continued listing standards include specifically enumerated criteria, such as: ● a $1.00 minimum closing bid price; ● stockholders’ equity of $2.5 million; ● 500,000 shares of publicly held common stock with a market value of at least $1 million; ● 300 public stockholders; and ● compliance with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of Nasdaq’s discretionary authority. 20 If we fail to comply with Nasdaq’s continued listing standards, we may be delisted and our common stock will trade, if at all, only on the over-the-counter market, such as the OTC Bulletin Board or OTCQX market, and then only if one or more registered broker-dealer market makers comply with quotation requirements.
These continued listing standards include specifically enumerated criteria, such as: ● a $1.00 minimum closing bid price; ● stockholders’ equity of $2.5 million; ● 500,000 shares of publicly held common stock with a market value of at least $1 million; ● 300 public stockholders; and ● compliance with Nasdaq’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of Nasdaq’s discretionary authority.
Even though our revenue may increase, we expect to incur significant additional losses while we grow and expand our business. We cannot predict if and when we will achieve profitability. Our failure to achieve and sustain profitability could negatively impact the market price of our common stock.
We do not know if we will continue to generate significant revenue from such financial services and products. Even though our revenue may continue to increase, we expect to incur additional losses while we grow and expand our business. Our failure to sustain consistent profitability could negatively impact the market price of our common stock.
The Company’s operations and financial results are subject to risks and uncertainties related to the use of a combination of insurance, self-insured retention and self-insurance for a number of risks, including most significantly property and casualty, general liability, cyber-crime, workers’ compensation, and the portion of employee-related health care benefits plans funded by the Company, and certain errors and omissions liability, among others.
The Company’s operations and financial results are subject to risks and uncertainties related to the use of a combination of insurance, self-insured retention and self-insurance for a number of risks, including most significantly property and casualty, general liability, cyber-crime, workers’ compensation, and the portion of employee-related health care benefits plans funded by the Company, and certain errors and omissions liability, among others. 17 While the Company endeavors to purchase insurance coverage that is appropriate to its assessment of risk, it is unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages.
There is also growing pressure to provide services at lower fees to appeal to clients, which may impact our ability to effectively compete. 14 We are subject to operational risks, including a failure, breach or other disruption of our operations or security systems or those of our third parties (or third parties thereof), as well as human error or malfeasance, which could adversely affect our businesses or reputation.
We are subject to operational risks, including a failure, breach or other disruption of our operations or security systems or those of our third parties (or third parties thereof), as well as human error or malfeasance, which could adversely affect our businesses or reputation.
Any of the foregoing risks may adversely affect the Company and result in the failure of our business. In addition, we expect to encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We continue to incur operating losses and may not achieve profitability. Our net loss for the year ended December 31, 2024 was $14.7 million.
Any of the foregoing risks may adversely affect the Company and result in the failure of our business. In addition, we expect to encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We have incurred operating losses in the past and may not consistently achieve profitability in the future.
We also may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or SROs (e.g., FINRA) that supervise the financial markets. Substantial legal liability or significant regulatory action taken against us could have a material adverse effect on our business prospects including our cash position.
We also may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or SROs (e.g., FINRA) that supervise the financial markets.
Furthermore, new regulations regarding the management of hedge funds and the use of certain investment products may impact our investment management business and result in increased costs.
Furthermore, new regulations regarding the management of hedge funds and the use of certain investment products may impact our investment management business and result in increased costs. For example, many regulators around the world adopted disclosure and reporting requirements relating to the hedge fund business.
Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values. Poor investment performance by the Company’s portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new investors, and, thus further impact the Company’s business and financial condition.
Poor investment performance by the Company’s portfolio managers could result in a loss of managed accounts and could result in reputational damage that might make it more difficult to attract new investors, and, thus further impact the Company’s business and financial condition. If the Company experiences losses of managed accounts, fee revenue will decline.
During periods of unfavorable market or economic conditions, the level of individual investor participation in the global markets, as well as the level of client assets, may also decrease, which would negatively impact the results of our Private Client and Asset Management business segments.
Fluctuations also occur due to the level of global market activity, which, among other things, affects the size, number and timing of investment banking client assignments and transactions and the realization of returns from our principal investments. 14 During periods of unfavorable market or economic conditions, the level of individual investor participation in the global markets, as well as the level of client assets, may also decrease, which would negatively impact the results of our Private Client and Asset Management business segments.
The federally mandated Consolidated Audit Trail (“CAT”) program which requires that client personally identifiable information be submitted to a database not controlled by us may expose us to liability for breaches of that database not under our control. 16 As a result of the foregoing, the Company has and is likely to incur significant costs in preparing its infrastructure and maintaining it to resist any such attacks.
The federally mandated Consolidated Audit Trail (“CAT”) program which requires that client personally identifiable information be submitted to a database not controlled by us may expose us to liability for breaches of that database not under our control.
Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, and fiscal and monetary policy can affect market conditions.
These conditions are a product of many factors, which are mostly unpredictable and beyond the Company’s control, and may affect the decisions made by financial market participants. 8 Changes in economic and political conditions, including economic output levels, interest and inflation rates, employment levels, prices of commodities including oil and gas, exogenous market events, consumer confidence levels, and fiscal and monetary policy can affect market conditions.
To support continued growth, we must effectively integrate, develop and motivate new employees. We face significant competition for personnel. Failure to manage our hiring needs effectively or successfully integrate our new hires may have a material adverse effect on our business, financial condition and operating results.
Failure to manage our hiring needs effectively or successfully integrate our new hires may have a material adverse effect on our business, financial condition and operating results. Additionally, the growth of our business places significant demands on our operations, as well as our management and other employees.
Additionally, the growth of our business places significant demands on our operations, as well as our management and other employees. The growth of our business may require significant additional resources to meet these daily requirements, which may not scale in a cost-effective manner or may negatively affect the quality of our services and client experience.
The growth of our business may require significant additional resources to meet these daily requirements, which may not scale in a cost-effective manner or may negatively affect the quality of our services and client experience. We are also required to manage relationships with a growing number of partners, institutions, clients and other third parties.
For example, many regulators around the world adopted disclosure and reporting requirements relating to the hedge fund business. 18 On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg BI”) as Rule 15l-1 under the Exchange Act.
On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg BI”) as Rule 15l-1 under the Exchange Act.
If we are unable to manage the growth of our operations effectively, our business, financial condition and operating results may be materially adversely affected. 11 The Company depends on its senior employees and the loss of their services could harm its business. The Company’s success is dependent in large part upon the services of its senior executives and employees.
The Company depends on its senior employees and the loss of their services could harm its business. The Company’s success is dependent in large part upon the services of its senior executives and employees. Any loss of services of the chief executive officer and other senior executive officers may adversely affect the business and operations of the Company.
Numerous regulatory changes and enhanced regulatory and enforcement activity relating to the asset management business may increase our compliance and legal costs and otherwise adversely affect our business.
Substantial legal liability or significant regulatory action taken against us could have a material adverse effect on our business prospects including our cash position. 18 Numerous regulatory changes and enhanced regulatory and enforcement activity relating to the asset management business may increase our compliance and legal costs and otherwise adversely affect our business.
We may amend or supplement these risk factors from time to time in other reports we file with the SEC. Business Risks Because we have a limited operating history to evaluate our company, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by an early-stage financial services company.
If we are unable to generate a substantial number of new engagements and generate fees from the successful completion of those transactions, our business and results of operations could be adversely affected. 7 Because we have a limited operating history to evaluate our company, the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by an early-stage financial services company.
There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs.
There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets.
However, due to competition or the cost of such acquisitions, such expansion may not be available on a profitable basis and may threaten the Company’s ongoing ability to expand its business. 10 The ability to attract, develop and retain highly skilled and productive employees, particularly qualified financial advisors is critical to the success of the Company’s business.
The ability to attract, develop and retain highly skilled and productive employees, particularly qualified financial advisors is critical to the success of the Company’s business.
If we fail to manage our anticipated growth effectively, our business, financial condition and operating results could be harmed. To manage our growth effectively, we must continue to implement our operational plans and strategies, improve, and expand our infrastructure of people and information systems and expand, train and manage our employee base.
To manage our growth effectively, we must continue to implement our operational plans and strategies, improve, and expand our infrastructure of people and information systems and expand, train and manage our employee base. To support continued growth, we must effectively integrate, develop and motivate new employees. We face significant competition for personnel.
We are also required to manage relationships with a growing number of partners, institutions, clients and other third parties. Our information technology systems and our internal controls and procedures may not be adequate to support future growth of our operations and employee base.
Our information technology systems and our internal controls and procedures may not be adequate to support future growth of our operations and employee base. If we are unable to manage the growth of our operations effectively, our business, financial condition and operating results may be materially adversely affected.
There can be no guarantee that the operation of these systems will allow the Company to prevent or mitigate the various risks faced by its businesses. Various regulators periodically review companies’ risk control practices, and, if found inadequate, bring enforcement actions and sanctions against such firms. 19 Our Bitcoin investment strategy may expose us to various risks associated with Bitcoin.
There can be no guarantee that the operation of these systems will allow the Company to prevent or mitigate the various risks faced by its businesses.
These fluctuations impact results by causing variations in business flows and activity and in the fair value of securities and other financial products. Fluctuations also occur due to the level of global market activity, which, among other things, affects the size, number and timing of investment banking client assignments and transactions and the realization of returns from our principal investments.
These fluctuations impact results by causing variations in business flows and activity and in the fair value of securities and other financial products.
For example: ● A portion of the Company’s revenues will be derived from fees generated from its asset management business segment. Asset management fees often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management.
Uncertain or unfavorable market or economic conditions could result in reduced transaction volumes, reduced revenue and reduced profitability in any or all of the Company’s principal businesses. For example: ● A portion of the Company’s revenues will be derived from fees generated from its asset management business segment.
Our accumulated deficit was $223.4 million as of December 31, 2024. Our ability to become profitable depends upon our ability to generate revenue from our financial products and services. We do not know when, or if, we will generate significant revenue from such financial services and products.
Our net loss attributable to common stockholders for the year ended December 31, 2025 was $22.4 million. Our accumulated deficit was $268.1 million as of December 31, 2025. Our ability to operate profitably depends upon our ability to generate revenue from our financial products and services.
Removed
These conditions are a product of many factors, which are mostly unpredictable and beyond the Company’s control, and may affect the decisions made by financial market participants.
Added
We may amend or supplement these risk factors from time to time in other reports we file with the SEC. Business Risks Our business is subject to significant credit risk in connection with the execution, settlement and financing of various customer and principal securities and derivative transactions.
Removed
These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets. 9 Uncertain or unfavorable market or economic conditions could result in reduced transaction volumes, reduced revenue and reduced profitability in any or all of the Company’s principal businesses.
Added
In the normal course of our businesses, we are involved in the execution, settlement and financing of various customer and principal securities and derivative transactions. These activities are transacted on a cash, margin or delivery-versus-payment basis and are subject to the risk of counterparty or customer nonperformance.
Removed
As a market maker and dealer, the Company may own large positions in specific securities, and these undiversified holdings concentrate the risk of market fluctuations and may result in greater losses than would be the case if the Company’s holdings were more diversified. The value of our financial instruments may be materially affected by market fluctuations.
Added
Even when transactions are collateralized by the underlying security or other securities, we still face the risks associated with changes in the market value of the collateral through settlement date or during the time when margin is extended and collateral has not been secured or the counterparty defaults before collateral or margin can be adjusted.
Removed
While the Company endeavors to purchase insurance coverage that is appropriate to its assessment of risk, it is unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages. The Company’s business may be negatively affected if in the future its insurance proves to be inadequate or unavailable.
Added
We may also incur credit risk in our derivative transactions to the extent such transactions result in uncollateralized credit exposure to our counterparties. We seek to control the risk associated with these transactions by establishing and monitoring credit limits and by monitoring collateral and transaction levels daily. We may require counterparties to deposit additional collateral or return collateral pledged.
Removed
Our Bitcoin investment strategy may expose us to various risks associated with Bitcoin, including the following. Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $108,000 per bitcoin on Coinbase during 2024. The trading price of bitcoin was significantly lower during prior periods, and such decline may occur again in the future.
Added
In certain circumstances, we may, under industry regulations, purchase the underlying securities in the market and seek reimbursement for any losses from the counterparty. However, there can be no assurances that our risk controls will effectively mitigate or eliminate these risks. We are exposed to significant market risk and our principal transactions and investments expose us to risk of loss.
Removed
Bitcoin ETFs may not pay dividends and we may only be able to generate cash from our Bitcoin ETF holdings if we sell our bitcoin ETF holdings or implement strategies to create income streams.
Added
Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. Market risk is inherent in the financial instruments associated with our operations and activities, including trading account assets and liabilities, loans, securities, short-term borrowings, corporate debt and derivatives.
Removed
Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Bitcoin ETF holdings, and any such strategies may subject us to additional risks. This Bitcoin ETF investment strategy has not been tested.
Added
Market conditions that change from time to time, thereby exposing us to market risk, include fluctuations in interest rates, equity prices, relative exchange rates, and price deterioration or changes in value due to changes in market perception or actual credit quality of an issuer.
Removed
Although we believe Bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of Bitcoin declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our Bitcoin ETF investment strategy or actions we undertake to implement it.
Added
In addition, disruptions in the liquidity or transparency of the financial markets may result in our inability to sell, syndicate or realize the value of security positions, thereby leading to increased concentrations.
Removed
If Bitcoin prices were to decrease or our Bitcoin ETF investment strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our common stock may be adversely impacted. Bitcoin and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price.
Added
The inability to reduce our positions in specific securities may not only increase the market and credit risks associated with such positions, but also increase capital requirements, which could have an adverse effect on our business, results of operations, financial condition and liquidity.
Removed
The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of Bitcoin.
Added
From time to time, we may engage in a large block trade in a single security or maintain large position concentrations in a single security, securities of a single issuer, securities of issuers engaged in a specific industry or securities from issuers located in a particular country or region.
Removed
Moreover, the risks of engaging in a Bitcoin ETF investment strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.
Added
In general, because our inventory is marked to market on a daily basis, any adverse price movement in these securities could result in a reduction of our revenues and profits. In addition, we may engage in hedging transactions that if not successful, could result in losses.
Removed
The growth of the digital assets industry in general, and the use and acceptance of Bitcoin in particular, may also impact the price of Bitcoin and is subject to a high degree of uncertainty.
Added
Increased market volatility may also impact our revenues as transaction activity in our investment banking and capital markets sales and trading businesses can be negatively impacted in a volatile market environment. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Management within Part II, Item 7. of this Annual Report on Form 10-K for additional discussion.
Removed
The pace of worldwide growth in the adoption and use of Bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to Bitcoin, institutional demand for Bitcoin as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for Bitcoin as a means of payment, and the availability and popularity of alternatives to Bitcoin.
Added
Financing and advisory services engagements are transactional in nature and do not generally provide for subsequent engagements. Even though we work to represent our clients at every stage of their lifecycle, we are typically retained on a short-term, engagement-by-engagement basis in connection with specific advisory or capital markets transactions.
Removed
Even if growth in Bitcoin adoption occurs in the near or medium-term, there is no assurance that Bitcoin usage will continue to grow over the long-term. Risks Associated with the Company’s Common Stock Our common stock may be delisted from The Nasdaq Capital Market if we fail to comply with continued listing standards.
Added
As a consequence, the timing of when fees are earned varies, and, therefore, our financial results from advisory and capital markets activities may experience volatility quarter to quarter based on equity market conditions as well as the macroeconomic business cycle more broadly.
Added
In particular, our revenues related to advisory transactions tend to be more unpredictable from quarter to quarter due to the one-time nature of the transaction and the size of the fee. As a result, high levels of revenue in one quarter will not necessarily be predictive of continued high levels of revenue in any subsequent period.
Added
Asset management fees often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management. Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values.
Added
However, due to competition or the cost of such acquisitions, such expansion may not be available on a profitable basis and may threaten the Company’s ongoing ability to expand its business. 9 Our valuation methodologies for certain assets can be subjective, and the fair value of assets established pursuant to such subjective methodologies is uncertain and may never be realized.
Added
There are no readily ascertainable market prices for a substantial majority of illiquid investments held by us and our investment vehicles. When determining fair values of investments, we use the last reported market price as of the applicable statement of financial condition date for investments that have readily observable market prices.
Added
When an investment does not have a readily available market price, the fair value of the investment represents the value, as determined by us in good faith, at which the investment could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale.
Added
There is no single standard for determining fair value in good faith, and in many cases fair value is best expressed as a range of fair values from which a single estimate may be derived.
… 79 more changes not shown on this page.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed4 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed4 unchanged
2024 filing
2025 filing
Biggest changeAny potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim. Item 4. MINE SAFETY DISCLOSURES Not applicable. 23 PART II
Biggest changeAny 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 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
6 edited+2 added−1 removed3 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
6 edited+2 added−1 removed3 unchanged
2024 filing
2025 filing
Biggest changeThe special cash dividend was paid on March 3, 2025, to stockholders and certain warrant holders of record at the close of business on February 24, 2025.
Biggest changeHolders As of March 27, 2026, we had approximately 135 holders of record of our common stock. Dividend Policy 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.
Share Repurchases We did not purchase any of our registered equity securities during the quarterly period covered by this Annual Report. Equity Compensation Plan Information The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2024.
Share Repurchases We did not purchase any of our registered equity securities during the period covered by this Annual Report. Equity Compensation Plan Information The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2025.
(2) Consists of shares of common stock available for future issuance under our equity incentive plans. 24 Item 6. [RESERVED]
(2) Consists of shares of common stock available for future issuance under our equity incentive plans.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Capital Market under the symbol “DOMH”. On April 14, 2025, the closing price of our common stock, as reported by the Nasdaq Capital Market, was $3.91.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the Nasdaq Capital Market under the symbol “DOMH”. On March 27, 2026, the closing price of our common stock, as reported by the Nasdaq Capital Market, was $2.88.
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2) Equity compensation plans approved by security holder 376,654 $ 4.29 209,820 Equity compensation plans not approved by security holder - - - 376,654 209,820 (1) Consists of options to acquire 24,274 shares of common stock under the 2014 Equity Incentive Plan and 352,380 shares of common stock under the 2022 Equity Incentive Plan.
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2) Equity compensation plans approved by security holder 10,072,646 $ 6.16 335,752 Equity compensation plans not approved by security holder — — — 10,072,646 335,752 (1) Consists of options to acquire 17,646 shares of common stock under the 2014 Equity Incentive Plan and10,055,000 shares of common stock under the 2022 Equity Incentive Plan.
Dividend Policy On February 11, 2025, the Company announced that its Board of Directors declared a special cash dividend of $0.32 per share on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed financings (on an as-exercised basis).
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.
Removed
Holders As of April 15, 2025, we had approximately 164 holders of record of our common stock.
Added
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.
Added
Cash dividends paid totaled approximately $11.9 million in 2025 with an additional $10.3 million recorded as dividends payable at December 31, 2025 in the statement of financial condition. Approximately 95% of such dividends outstanding at year end 2025 have been paid to date.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
22 edited+45 added−6 removed28 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
22 edited+45 added−6 removed28 unchanged
2024 filing
2025 filing
Biggest changeNote receivable – the changes over the years ended December 31, 2024 and 2023 are a function of observable market transactions which resulted in a decrease in unrealized loss of approximately $0.9 million on the adjusted fair value of the note receivable during the year ended December 31, 2024, as well as a realized loss of $2.1 million on an uncollectible note.
Biggest changeRealized and unrealized gain (loss) on notes receivable: For the year ended December 31, 2025 the Company recorded a realized gain of $0.2 million on a note that was satisfied during the period a $2.3 million loss for the year ended December 31, 2024 primarily related to a $2.1 million write off of a note that was deemed uncollectible during the year.
The cash used in operating activities for the year ending December 31, 2024, is primarily attributable to a net loss of approximately $14.7 million, change in carrying value of long-term investment of approximately $7.1 million, stock-based compensation of approximately $1.6 million, realized gain on marketable securities of approximately $6.4 million, unrealized loss on marketable securities of approximately $1.7 million, realized and unrealized loss on note receivable of approximately $2.3 million and changes in operating assets and liabilities of approximately $7 million.
The cash used in operating activities for the year ending December 31, 2024, is primarily attributable to a net loss of approximately $14.7 million, change in carrying value of long-term investment of approximately $7.1 million, stock-based compensation of approximately $1.6 million, realized gain on marketable securities of approximately $6.4 million, unrealized loss on marketable securities of approximately $1.7 million, realized and unrealized loss on note receivable of approximately $2.3 million and changes in operating assets and liabilities of approximately $8.6 million.
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. 27 Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis.
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. 29 Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and the related notes included in Part II, Item 8 of this Annual Report.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s consolidated financial statements as of and for the years ended December 31, 2025 and 2024 and the related notes included in Part II, Item 8 of this Annual Report.
Accounting estimates we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. ● Recently Issued Accounting Pronouncements. A discussion of recent accounting standards. ● Results of Operations. An analysis of our financial results is presented to compare 2024 to 2023.
Accounting estimates we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. ● Recently Issued Accounting Pronouncements. A discussion of recent accounting standards. ● Results of Operations. An analysis of our financial results is presented to compare 2025 to 2024.
We also provide a discussion of our Liquidity and Capital Resources position and usage. Overview Dominari is a holding company that, through its various subsidiaries, is primarily engaged in wealth management, investment banking, sales and trading and asset management.
We also provide a discussion of our Liquidity and Capital Resources position and usage. Overview Dominari is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking, sales and trading, asset management and insurance.
The cash provided by investing activities for the year ended December 31, 2024, primarily resulted from our purchase of marketable securities of approximately $7.8 million, partially offset by our sale of marketable securities of approximately $21.2 million, sale of long-term investments of $4.3 million, loans to employees of $2.4 million and collection of principal on note receivable of approximately $1 million.
The cash provided by investing activities for the year ended December 31, 2024, primarily resulted from our purchase of marketable securities of approximately $6.2 million, offset by our sale of marketable securities of approximately $21.2 million, sale of long-term investments of $4.3 million, loans to employees of $2.4 million and collection of principal on note receivable of approximately $1.0 million.
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.
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.
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 $24.4 million as of December 31, 2024.
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 $53.1million as of December 31, 2025.
As of December 31, 2024, we had approximately $4 million of cash and cash equivalents and $5.8 million of marketable securities. Additionally, we had approximately $17 million in receivable from clearing brokers. Subsequent to December 31, 2024, we raised approximately $13.5 million. All of such funds are available to fund our operations.
As of December 31, 2025, we had approximately $34.0 million of cash and cash equivalents, $46.5 million of marketable securities and $9.8 million of securities owned. Additionally, we had approximately $4.0 million in receivable from clearing brokers. All of such funds are available to fund our operations.
In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure.
In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. Dominari Financial, a wholly owned subsidiary of Dominari, executes the Company’s growth strategy in the financial services industry.
Accordingly, these are the estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. 25 Fair Value Option - Short-Term Note and Convertible Note The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities.
Fair Value Option - Short-Term Note and Convertible Note The guidance in ASC 825, Financial Instruments , provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities.
We believe that the following accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates.
We believe that the following accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates. Accordingly, these are the estimates we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.
Cash Flows from Investing Activities For the years ended December 31, 2024 and 2023, net cash provided by and (used in) investing activities was approximately $16.3 million and ($7.2) million, respectively.
Cash Flows from Investing Activities For the years ended December 31, 2025 and 2024, net cash provided by investing activities was approximately $1.9 million and $17.9 million, respectively.
The cash used in investing activities for the year ended December 31, 2023, primarily resulted from our purchase of marketable securities of approximately $34.1 million and the acquisition of FPS for approximately $1.1 million, partially offset by our sale of marketable securities of approximately $27.6 million and collection of principal on note receivable of approximately $1.1 million.
The cash provided by investing activities for the year ended December 31, 2025, primarily resulted from our sale of marketable securities of approximately $17.9 million and collection of principal on note receivable of approximately $1.1 million, partially offset by our purchase of marketable securities of approximately $18.0 million and redemption of long-term investments of approximately of $0.5 million.
This change of approximately $7.8 million was the direct result of the Company writing down additional investments due to performance during the year ending December 31, 2024. i ii.
During the year ended December 31, 2024, we recognized a reduction in the carrying value of long-term investments of $7.1 million. This change of approximately $7.1 million was the direct result of the Company writing down investments due to performance during the year ending December 31, 2025. vi.
The cash used in operating activities for the year ending December 31, 2023, is primarily attributable to a net loss of approximately $22.9 million, approximately $1.0 million of unrealized gain on marketable securities, change in fair value of long-term investment of approximately $0.8 million and changes in operating assets and liabilities of $5.3 million, partially offset by $3.0 million stock-based compensation expense, approximately $3.2 million in unrealized losses on note receivable and approximately $1.2 million in realized losses on marketable securities.
The cash provided by operating activities for the year ending December 31, 2025, is primarily attributable to net loss of approximately $20.5 million, non-cash underwriting revenue of approximately $27.3 million, and an unrealized gain on marketable securities of approximately $42.3 million, offset primarily by non-cash commission expense of approximately $20.3 million, stock-based compensation of approximately $55.0 million, , and changes in operating assets and liabilities of approximately $38.8 million.
Cash Flows from Operating Activities For the years ended December 31, 2024 and 2023, net cash used in operations was approximately $15.1 million and $22.2 million, respectively.
Cash Flows from Operating Activities For the years ended December 31, 2025, net cash provided by operations was approximately $22.7million as compared to net cash used in operations of $16.7 million for the year ended December 31, 2024.
Effect of new accounting pronouncements not yet adopted 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 the Company’s consolidated financial statements. 26 Recently Issued Accounting Pronouncements See Note 3 to the consolidated financial statements for a discussion of recent accounting standards.
Management is currently evaluating the effects this guidance will have on its financial statements. 27 The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these consolidated financial statements.
Cash Flows from Financing Activities For the years ended December 31, 2024 and 2023, net cash used in financing activities was $0 and approximately $0.9 million, which reflects the cost for the purchase of treasury stock. Contractual obligations None.
Cash Flows from Financing Activities For the years ended December 31, 2025 and 2024, net cash provided by financing activities was approximately $5.3 million and $0, respectively.
Change in carrying value of long term investments – we recognized a change in carrying value of long term investments of $(7.1) million for the year ended December 31, 2024. During the year ended December 31, 2023, we recognized a change in carrying value of long term investments of $0.8 million.
For the year ended December 31, 2024, we recorded gains on marketable securities totaling $3.1 million from the securities held that the parent holding company. v. Change in carrying value of investments: we recognized no change in carrying value of long term investments for the year ended December 31, 2025.
Marketable securities – we recognized a gain of approximately $5.2 million for the year ended December 31, 2024. The increase of approximately $4.6 million in gains over the prior period is a result of additional activities during the year as we expanded. ii.
Gain on marketable securities, net: In 2025 we recognized a gain of approximately $42.3 million for the year ended December 31, 2025 primarily as a result of the Company’s investment in American Bitcoin Corp (“ABTC”) that resulted in an unrealized gain of $39.4 for the year .
Removed
Results of Operations Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023 During the year ended December 31, 2024, we recognized approximately $18.1 million in revenue from operations, an increase of approximately $16.1 million as of the year ended December 31, 2023, primarily driven by the increase in our activities of Dominari Securities.
Added
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.
Removed
During the years ended December 31, 2024 and 2023, we incurred a loss from operations of approximately $11.5 million and $21.8 million, respectively. The decrease in loss in operations was primarily attributable to the following: i. An approximate $16.1 million increase in revenue from operations, offset by, ii.
Added
Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually registered broker dealer and investment advisor from Fieldpoint, was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities and is a wholly owned subsidiary of Dominari Financial.
Removed
An approximate $5.8 million increase in general and administrative expenses – driven by approximately an increase of $8 million of compensation expenses, due to the growing operations of the Company.
Added
Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award.
Removed
In addition, the Company also had a decrease of approximately $2.4 million of professional fees (legal, consulting, accounting, etc.), which were largely due to the establishment of Dominari Financial and Dominari Securities during the year ended December 31, 2023. During the years ended December 31, 2024 and 2023, other expenses was approximately $3.2 million and $1.1 million, respectively.
Added
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.
Removed
The activity for the years ended December 31, 2024 and 2023, is primarily a result of overall volatility in investment valuations due to macroeconomic uncertainty (i.e. inflation, global tensions in the Ukraine, etc.) impacting marketable securities and the change in fair value of note receivable, and long-term investments. Specifically: i.
Added
These options generally vest over a one- to five-year period. 25 The Company estimates the fair value of time-based vesting stock option grants to employees using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
Removed
Liquidity and Capital Resources We continue to incur ongoing administrative and other expenses, including public company expenses.
Added
The fair value of market-based performance awards is calculated using a Monte Carlo simulation. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award.
Added
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.
Added
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.
Added
Fair Value Financial instruments, including cash and cash equivalents, accounts payable and accrued expenses and accrued compensation and commissions are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.
Added
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.
Added
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
Added
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.
Added
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.
Added
Such determination requires significant management judgment . Securities owned Securities owned consist of equity securities including, common stock and warrants of publicly traded companies which are held by Dominari Securities.
Added
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.
Added
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.
Added
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.
Added
Equities A portion of the Company’s equity securities, which are held by Dominari Securities are subject to restrictions. Equities that have periods of contractual trading restrictions, discounts were considered in determining fair value The Company’s significant unobservable inputs, included the implied probability of 15% of certain marketplace transactions and events occurring which would permit the sale of equities held.
Added
These equities are included in securities owned. The Company holds certain other strategic investments that are not part of its broker-dealer trading activities. These investments are accounted for under ASC 321 using the measurement alternative. Equity securities that are not part of our broker-dealer trading activities are included marketable securities on the consolidated balance sheet.
Added
These investments are generally strategic in nature and are not actively traded.
Added
Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations. 26 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.
Added
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.
Added
Warrants held by Dominari Securities are included in securities at fair value owned and other warrants are included in marketable securities. ● The following inputs are considered for determining the fair values of warrants: ● The underlying stock price is equal to the closing price of the underlying stock as of the measurement date. ● The expected remaining term is equal to the time to expiration of the warrant investment. ● Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price. ● The risk-free interest rates are derived from the U.S.
Added
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).
Added
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.
Added
Equity method investments and other long-term investments that are not part of our broker-dealer trading activities are included in “long term equity investment” on the consolidated balance sheet. These investments are generally strategic in nature and are not actively traded.
Added
Unrealized gains and losses on these investments are recognized in earnings when impairment is identified or when observable price changes occur and are classified in other income (loss) in the consolidated statement of operations.
Added
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.
Added
This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted.
Added
Recently Issued Accounting Pronouncements See Note 3 to the consolidated financial statements for a discussion of recent accounting standards.
Added
Results of Operations Comparison of Results for the Fiscal Year Ended December 31, 2025 and December 31, 2024 Years Ended December 31, 2025 2024 Revenues Underwriting services $ 79,030 $ 11,362 Carried interest 22,681 — Commissions 19,551 6,065 Interest income 1,272 666 Principal transactions (872 ) 2,158 Other revenue 1,442 720 Total revenue 123,104 20,971 Operating costs and expenses Compensation and benefits 145,270 21,980 Advisory fees 21,108 116 Legal fees 2,877 722 Professional and consulting fees 3,003 2,666 Other expenses 6,572 4,189 Total operating expenses 178,830 29,673 Loss from operations (55,726 ) (8,702 ) Other income (expenses) Other income 10 86 Interest income 65 293 Gain on marketable securities, net 42,276 3,085 Realized and unrealized gain (loss) on notes receivable, net 221 (2,347 ) Change in carrying value of investments — (7,118 ) Total other income (expenses) 42,572 (6,001 ) Net loss before income tax expense $ (13,154 ) $ (14,703 ) Provision for income taxes 7,318 — Net loss (20,472 ) (14,703 ) Less: Net income attributable to non-controlling interests 1,963 — Net loss attributable to common stockholders of Dominari Holdings Inc. $ (22,435 ) $ (14,703 ) During the year ended December 31, 2025, we recognized approximately $123.1 million in revenue from operations, an increase of approximately $102.1million as compared to the year ended December 31, 2024, primarily driven by the increase in our activities of Dominari Securities.
Added
The increase in revenue was primarily attributable to the following: i. Underwriting service revenue increased by $67.7 million or 596% from $11.4 million to $79.0 million in 2025 as compared to 2024, reflecting the impact of it increased efforts in both private placement and registered offering underwriting activities and deal flow. ii.
Added
Carried interest revenue totaled $22.7 million in 2025 as compared to no such revenue in 2024 as a result of receiving variable consideration from investment management customers. iii.
Added
Commission revenues increased by $13.5 million or 222% in 2025 as compared to 2024 as a result of the increased trading activity driven from the increased customer base from the Company’s underwriting deals.
Added
During the year ended December 31, 2025, we recognized $178.8 million in operating costs and expenses representing an increase of $149.2 million or 503% as compared to the year ended December 31, 2025. The increase in operating costs and expenses is primarily a result of the following: i.
Added
Compensation and benefits increased by $123.3 million or 561% in 2025 as compared to the comparable period in 2024 primarily as a result of increased commissions from the significant increase in revenues along with and increase in the stock-based compensation totaling $33.7 million in 2025 as compared to $1.6 million in 2024. ii.
Added
The Company recorded $21.1 million of advisory fees in 2025 as compared to $0.1 million in 2024 primarily as a result of issuing 2.55 million shares of common stock to certain advisors in February 2025. 28 iii.
Added
During the year ended December 31, 2025, other income was approximately $42.5 million as compared to an other expense of $6.0 million for the year ended December 31, 2024. The activity for the years ended December 31, 2025 and 2024, is primarily a result of the following: iv.
Added
During the year ended December 31, 2025, we recorded income tax expense of $7.3 million as compared to $0.0 in 2024 primarily as a result of the increase in revenue and the tax impact of certain expenses related to compensation that are not allowable deductions for tax purposes.
Added
Net loss of $20.5 million in 2025 was $5.8 million or 39.2% higher than the $14.7 million loss reported in 2024 . In 2025, non-controlling interest of $2.0 million was recorded increasing the net loss attributable to common stockholders’ of the Company to $22.4 million or a $7.7 million increase as compared to $14.7 million in 2024.
Added
Non-GAAP Comparison of Results for the Fiscal Year Ended December 31, 2025, and December 31, 2024 To supplement its consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the table below summarizes the additional non-GAAP financial measures of loss from operations, net income (loss) applicable to common stockholders’ of Dominari Holdings and earnings per share as adjusted from excluding non-cash stock-based compensation.
Added
Such noncash stock-based compensation represents charges included in compensation and benefits expense and advisory expense as reported on the Company’s consolidated statement of operations. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance as well as prospects for future performance.
Added
The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.
Added
A reconciliation of the differences between these non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP is shown in the table below ($ thousands): Year Ended Year Ended December 31, 2025 December 31, 2024 Loss from operations $ (55,726 ) $ (8,702 ) Non-cash stock-based compensation 55,007 1,633 Adjusted loss from operations $ (719 ) $ (7,069 ) Net loss attributable to common stockholders’ of Dominari Holdings $ (22,435 ) $ (14,703 ) Non-cash stock-based compensation 55,007 1,633 Adjusted net income (loss) to common stockholders’ of Dominari Holdings $ 32,572 $ (13,070 ) Adjusted net income (loss) per share, basic $ 2.28 $ (2.11 ) Weighted average number of shares outstanding, basic 14,285,097 6,183,397 Liquidity and Capital Resources We continue to incur ongoing administrative and other expenses, including public company expenses.
Added
The cash provided by financing activities for the year ended December 31, 2025, was resulted from the issuance of common stock in equity raise of approximately $13.6 million and issuance of common stock for the warrants exercised of approximately $5.6 million offset by the dividends paid of approximately $11.9 million and distributions to non-controlling interest of approximately $2.0 million.