What the changes say
- Operating losses worsened with a net loss of $22.4 million and accumulated deficit of $268.1 million in 2025.
What changed since the prior 10-K
New
- NewBusiness 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
We face credit risk and potential counterparty nonperformance during the execution, settlement, and financing of securities and derivatives transactions.
- NewBusiness Risks
We are exposed to significant market risk and our principal transactions and investments expose us to risk of loss
Our principal transactions and investments expose us to market risk from fluctuations in interest rates, equity prices, and liquidity disruptions.
- NewBusiness Risks
Financing and advisory services engagements are transactional in nature and do not generally provide for subsequent engagements
Our financing and advisory engagements are short-term and transactional, causing quarterly revenue volatility.
- NewBusiness Risks
We have incurred operating losses in the past and may not consistently achieve profitability in the future
We reported a net loss of $22.4 million and an accumulated deficit of $268.1 million for 2025.
- NewBusiness Risks
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
Our valuation methodologies for illiquid investments rely on subjective inputs and estimates that may never be realized.
- NewBusiness Risks
We may not be able to compete successfully with other companies in the financial services industry that have significantly greater resources than we do
We face intense competition in financial services from larger firms with significantly greater capital, technology, and resources.
- NewBusiness Risks
Damage to our reputation could harm our business
Damage to our reputation from conflicts of interest, ethical issues, or regulatory failures could harm our business and stock price.
- NewBusiness Risks
Future acquisitions and dispositions of our businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of our securities
Future acquisitions and dispositions may alter our asset composition and reduce the value of our securities if unsuccessful.
- NewBusiness Risks
The number of anticipated investment banking transactions may differ from actual results
Uncertain pipeline completion rates mean anticipated investment banking transactions may be delayed or terminated.
- NewBusiness Risks
Artificial intelligence could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict
The adoption of artificial intelligence by us and our competitors creates new competitive, operational, and regulatory risks.
- NewBusiness Risks
We may expand into new investment strategies, geographic markets and businesses and new types of investors or seek to expand our business or change our strategic focus with new strategic initiatives, which may result in additional risks and uncertainties in our businesses
Expanding into new investment strategies, geographic markets, and asset classes subjects us to additional business risks.
- NewBusiness Risks
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could materially affect our business
We are not in compliance with Section 404 of the Sarbanes-Oxley Act regarding internal controls as of December 31, 2025.
- NewBusiness Risks
A change in tax laws in key jurisdictions could materially increase our tax expense
- NewBusiness Risks
If our tax filing positions were to be challenged by federal, state and local, or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positions
Dropped
- DroppedBusiness Risks
We continue to incur operating losses and may not achieve profitability
- DroppedBusiness Risks
Our Bitcoin investment strategy may expose us to various risks associated with Bitcoin
Incurred a net loss of $14.7 million and accumulated deficit of $223.4 million in 2024.
Reworded
- 35% rewrittenBusiness Risks
There is no assurance that we will continue to declare or pay dividends on our common stock in the future
Added disclosure of a second special cash dividend of $0.22 per share paid on September 26, 2025.
- 23% rewrittenBusiness Risks
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
Disclosed that executive officers, directors, affiliates, and advisory board members own approximately 68.5% of common stock as of December 31, 2025, up from 34.52%.
Was: 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
- 21% rewrittenBusiness Risks
As a holding company, we are dependent on liquidity from payments from our subsidiaries, many of which are subject to restrictions
Minor grammatical edits regarding subsidiary restrictions and broker-dealer regulatory capital requirements.
All 49 risk factors
Headings as the filing states them, in filing order.
Business Risks
- 01Our business is subject to significant credit risk in connection with the execution, settlement and financing of various customer and principal securities and derivative transactionsNew
- 02We are exposed to significant market risk and our principal transactions and investments expose us to risk of lossNew
- 03Financing and advisory services engagements are transactional in nature and do not generally provide for subsequent engagementsNew
- 04Because 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
- 05We have incurred operating losses in the past and may not consistently achieve profitability in the futureNew
- 06If we cannot meet our future capital requirements, we may be unable to develop and enhance our services, take advantage of business opportunities and respond to competitive pressures
- 07If 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
- 08Developments in market and economic conditions may adversely affect the Company’s business and profitability
- 09The Company may make strategic acquisitions of businesses, engage in joint ventures or divest or exit existing businesses, which could result in unforeseen expenses or disruptive effects on its business
- 10Our 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 realizedNew
- 11We may not be able to compete successfully with other companies in the financial services industry that have significantly greater resources than we doNew
- 12Damage to our reputation could harm our businessNew
- 13Future acquisitions and dispositions of our businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of our securitiesNew
- 14The number of anticipated investment banking transactions may differ from actual resultsNew
- 15Artificial intelligence could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predictNew
- 16We may expand into new investment strategies, geographic markets and businesses and new types of investors or seek to expand our business or change our strategic focus with new strategic initiatives, which may result in additional risks and uncertainties in our businesses New
- 17The 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
- 18If we fail to manage our anticipated growth effectively, our business, financial condition and operating results could be harmed
- 19The Company depends on its senior employees and the loss of their services could harm its business
- 20The precautions the Company takes to prevent and detect employee misconduct may not be effective and the Company could be exposed to unknown and unmanaged risks or losses
- 21Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business
- 22Our results of operations may be materially affected by market fluctuations and by global and economic conditions and other factors, including changes in asset values
- 23The Company is exposed to the risk that third parties that owe it money, securities or other assets will not perform their obligations
- 24As a holding company, we are dependent on liquidity from payments from our subsidiaries, many of which are subject to restrictions21% rewritten
- 25Liquidity is essential to our businesses and we rely on external sources to finance a significant portion of our operations
- 26From time to time we may invest in securities that are illiquid or subject to restrictions
- 27We face increasing competition in the financial services industry
- 28We 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
- 29The Company’s information systems may experience an interruption or breach in security
- 30Cybersecurity and security breaches of our technology systems, or those of our clients or other third-party vendors we rely on, could subject us to significant liability and harm our reputation
- 31The Company continually encounters technological change
- 32There is risk associated with the sufficiency of coverage under the Company’s insurance policies
- 33Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation
- 34The Company is subject to extensive securities regulation and the failure to comply with these regulations could subject it to monetary penalties or sanctions
- 35Financial services firms have been subject to increased regulatory scrutiny increasing the risk of financial liability and reputational harm resulting from adverse regulatory actions
- 36Numerous 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
- 37If the Company violates the securities laws or is involved in litigation in connection with a violation, the Company’s reputation and results of operations may be adversely affected
- 38The Company’s risk management policies and procedures may leave it exposed to unidentified risks or an unanticipated level of risk
- 39Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could materially affect our businessNew
- 40A change in tax laws in key jurisdictions could materially increase our tax expenseNew
- 41If our tax filing positions were to be challenged by federal, state and local, or foreign tax jurisdictions, we may not be wholly successful in defending our tax filing positionsNew
- 42Our common stock may be delisted from The Nasdaq Capital Market if we fail to comply with continued listing standards
- 43Our share price may be volatile and there may not be an active trading market for our common stock
- 44Our shares of common stock are thinly traded and, as a result, stockholders may be unable to sell at or near ask prices, or at all, if they need to sell shares to raise money or otherwise desire to liquidate their shares
- 45Our stock price and trading volume could decline as a result of inaccurate or unfavorable research, or the cessation of research cover, about our business published by securities or industry analysts
- 46Because of the “anti-takeover” provisions in our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware General Corporation Law, a third party may be discouraged from making a takeover offer that could be beneficial to our stockholders
- 47We incur increased costs as a result of being a public company
- 48Because 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 decisions23% rewritten
- 49There is no assurance that we will continue to declare or pay dividends on our common stock in the future35% rewritten
Other Dominari Holdings 10-Ks
- FY2024 10-K risk factors37 risks
Dominari Holdings faces early-stage financial services risks, including operating losses, capital needs, and market volatility.
Filed Apr 15, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.