<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

COMMISSION FILE NUMBER 0-26225

                            WIT CAPITAL GROUP, INC.
             (exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      13-3900397
        (State or other jurisdiction                   (I.R.S. Employer jurisdiction
      of incorporation or organization)              Industrial Identification Number)
</TABLE>

                     826 BROADWAY, NEW YORK, NEW YORK 10003
              (Address of principal executive offices) (Zip Code)
                                 (212) 253-4400
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to such filing
requirements for the past ninety days: Yes (X) No ( )

As of November 5(th), 1999, there were 72,861,675 shares of the Registrant's
common stock outstanding.
<PAGE>

<TABLE>
<S>              <C>                                                           <C>
PART I--         Financial Information

                 Item 1--Consolidated Financial Statements

                 Consolidated Statements of Financial Condition..............    2

                 Consolidated Statements of Operations for the three and nine
                        months ended September 30, 1999 an 1998..............    3

                 Consolidated Statements of Cash Flows for the nine months
                        ended September 30, 1999 and 1998....................    4

                 Notes to Consolidated Financial Statements..................    5

                 Item 2-- Management's Discussion and Analysis of Results of
                        Operations and Financial Condition...................    9

PART II--        Other Information

                 Item 1--Legal Proceedings...................................   14

                 Item 2--Changes in Securities and Use of Proceeds...........   15

                 Item 3--Default upon Senior Securities......................   15

                 Item 4--Submission of Matters to a Vote of Security
                   Holders...................................................   16

                 Item 5--Other Information...................................   16

                 Item 6--Exhibits and Reports on Form 8-K....................   16

                 Signatures..................................................   17
</TABLE>
<PAGE>
PART I

ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS

                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  1999            1998
                                                              -------------   ------------
                                                               (UNAUDITED)
<S>                                                           <C>             <C>
                           ASSETS
CASH AND CASH EQUIVALENTS...................................  $  9,376,811    $ 18,110,146
RECEIVABLE FROM CLEARING BROKER.............................     1,799,209         119,312
SECURITIES OWNED, at market or fair value...................   122,337,858         758,293
INVESTMENT BANKING FEES RECEIVABLE..........................     3,568,225         512,952
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net of
  accumulated depreciation and amortization of $723,363 and
  $243,527 at September 30, 1999 and December 31, 1998,
  respectively..............................................     3,871,007         615,181
COMPUTER SOFTWARE, net of accumulated amortization of
  $854,439 and $560,277 at September 30, 1999 and December
  31, 1998, respectively....................................     4,077,798       1,614,735
PREPAID EXPENSES............................................     1,078,027         144,430
OTHER ASSETS................................................     2,925,803         421,357
                                                              ------------    ------------
      Total assets..........................................  $149,034,738    $ 22,296,406
                                                              ============    ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
  Accounts payable and accrued expenses.....................  $  9,465,518    $  1,032,463
  Deferred advisory fees....................................       420,988         595,486
  Other liabilities.........................................        85,375          60,203
                                                              ------------    ------------
      Total liabilities.....................................     9,971,881       1,688,152
                                                              ------------    ------------

STOCKHOLDERS' EQUITY:
  Series A Preferred Stock, $.01 par value, 9,000,000 shares
    authorized, 8,997,952 shares issued and outstanding at
    December 31, 1998.......................................            --          89,980
  Series B Preferred Stock, $.01 par value, 3,000,000 shares
    authorized, 2,304,982 shares issued and outstanding at
    December 31, 1998.......................................            --          23,050
  Series C Preferred Stock, $.01 par value, 7,445,000 shares
    authorized, 5,902,750 shares issued and outstanding at
    December 31, 1998.......................................            --          59,028
  Series D Preferred Stock, $.01 par value, 10,000,000
    shares authorized, 9,933,334 shares issued and
    outstanding at December 31, 1998........................            --          99,333
  Common Stock, $.01 par value, 60,000,000 shares
    authorized, 11,264,600 shares issued and outstanding at
    December 31, 1998.......................................            --         112,647
  Common Stock, $.01 par value, 500,000,000 shares
    authorized, 8,740,000 shares issued and outstanding at
    September 30, 1999......................................        87,400              --
  Common Stock, Class B, $.01 par value, 75,000,000 shares
    authorized, 11,666,667 shares issued and outstanding at
    September 30, 1999......................................       116,667              --
  Common Stock, Class C, $.01 par value, 159,000,000 shares
    authorized, 51,915,902 shares issued and outstanding at
    September 30, 1999......................................       519,159              --
  Additional paid-in capital................................   183,562,216      39,534,657
  Notes receivable from stockholders........................   (15,333,070)     (5,750,000)
  Deferred compensation.....................................    (3,539,570)             --
  Accumulated deficit.......................................   (26,349,945)    (13,560,441)
                                                              ------------    ------------
      Total stockholders' equity............................   139,062,857      20,608,254
                                                              ------------    ------------
      Total liabilities and stockholders' equity............  $149,034,738    $ 22,296,406
                                                              ============    ============
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       2
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED               NINE MONTHS ENDED
                                           -----------------------------   -----------------------------
                                           SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                               1999            1998            1999            1998
                                           -------------   -------------   -------------   -------------
<S>                                        <C>             <C>             <C>             <C>
REVENUES:
  Investment banking.....................   $ 8,401,027     $   879,340    $ 19,770,061     $ 1,093,538
  Brokerage..............................     2,144,121          49,983       4,145,912         149,364
  Interest...............................     1,807,704          26,761       3,175,973          72,228
  Other..................................        43,130              --         487,461              --
                                            -----------     -----------    ------------     -----------
    Total revenues.......................    12,395,982         956,084      27,579,407       1,315,130
                                            -----------     -----------    ------------     -----------
EXPENSES:
  Compensation and benefits..............     9,862,396       1,481,838      25,008,981       2,720,923
  Brokerage and clearance................     1,342,804          36,921       2,717,939          92,240
  Professional services..................     1,650,102         270,180       3,416,913         534,822
  Data processing and communications.....     1,153,096         199,009       2,336,750         469,784
  Technology development.................       844,957         323,991       1,706,840         607,345
  Marketing..............................       193,297         131,311         666,039         669,300
  Depreciation and amortization..........       364,967         282,305         864,020         709,794
  Occupancy..............................       299,606          87,797         603,109         176,479
  Other..................................     1,751,880         475,198       3,023,972         904,660
                                            -----------     -----------    ------------     -----------
    Total expenses.......................    17,463,105       3,288,550      40,344,563       6,885,347
                                            -----------     -----------    ------------     -----------
    Net loss before equity in net loss of
      subsidiaries.......................    (5,067,123)     (2,332,466)    (12,765,156)     (5,570,217)

    Equity in net loss of subsidiaries...       (24,348)             --         (24,348)             --
                                            -----------     -----------    ------------     -----------

    Net loss.............................   $(5,091,471)    $(2,332,466)   $(12,789,504)    $(5,570,217)
                                            ===========     ===========    ============     ===========

BASIC AND DILUTED NET LOSS PER SHARE:....   $      (.08)    $      (.33)   $       (.40)    $      (.78)
WEIGHTED AVERAGE SHARES USED IN THE
  COMPUTATION OF BASIC AND DILUTED NET
  LOSS PER SHARE:........................    63,345,889       7,159,595      31,902,168       7,108,933
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       3
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  NINE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                              --------------------------
                                                                  1999          1998
                                                              ------------   -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................  $(12,789,504)  $(5,570,217)
  Adjustments to reconcile net loss to net cash used
    in operating activities-
      Noncash expenses......................................       106,772       838,833
      Depreciation and amortization.........................       864,020       709,794
  (Increase) decrease in operating assets-
      Receivable from clearing broker.......................    (1,679,897)     (266,004)
      Securities owned......................................      (537,155)     (211,996)
      Investment banking fees receivable....................    (3,055,273)     (420,918)
      Other assets..........................................    (2,504,446)     (291,081)
      Prepaid expenses......................................      (933,597)      196,527
  Increase (decrease) in operating liabilities-
      Accounts payable and accrued expenses.................     8,433,055      (106,189)
      Deferred advisory fees................................      (174,498)      585,556
      Other liabilities.....................................        25,172       (20,941)
                                                              ------------   -----------
          Net cash used in operating activities.............   (12,245,351)   (4,556,636)
                                                              ------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments, net..................  (121,042,410)           --
  Computer software purchased...............................    (2,847,225)      (63,542)
  Payments for purchases of furniture, equipment and
    leasehold improvements..................................    (3,735,662)     (208,233)
                                                              ------------   -----------
          Cash used in investing activities.................  (127,625,297)     (271,775)
                                                              ------------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Notes receivable from stockholders........................      (615,833)           --
  Net proceeds from initial public offering of common
    stock...................................................    72,782,731            --
  Proceeds from issuance of common stock....................     2,535,673        10,300
  Net proceeds from issuance of preferred stock.............    56,434,742     9,145,165
                                                              ------------   -----------
          Net cash provided by financing activities.........   131,137,313     9,155,465
                                                              ------------   -----------
          Net decrease in cash and cash equivalents.........    (8,733,335)   (4,327,054)
CASH AND CASH EQUIVALENTS, beginning of period..............    18,110,146     1,110,787
                                                              ------------   -----------
CASH AND CASH EQUIVALENTS, end of period....................  $  9,376,811   $ 5,437,841
                                                              ============   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for-
      Interest..............................................  $      3,228   $     5,743
      Taxes.................................................        18,000        23,581
NON-CASH TRANSACTIONS:
  Issuance of common stock for web site development.........  $         --   $    99,650
  Issuance of common stock to stockholders for notes
    receivable..............................................     8,784,488     4,025,000
  Issuance of common stock for consulting services..........        40,613            --
  Issuance of restricted stock to employees.................       105,310            --
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

    Wit Capital Group, Inc. ("WCG" or the "Company") was incorporated on
March 27, 1996 and commenced operations in September 1997. The accompanying
unaudited consolidated financial statements include the accounts of WCG and its
wholly owned subsidiaries, Wit Capital Corporation ("WCC"), BidPlus Corporation
("BidPlus") and Wit Capital Private Equity Advisors LLC ("WCPEA"). All
significant intercompany balances and transactions have been eliminated in
consolidation.

    In June 1999, the Company completed an initial public offering and issued
8,740,000 shares of its common stock at a price of $9.00 per share. The Company
received approximately $72.8 million in proceeds, net of underwriting discounts
and other offering costs. Simultaneously with the closing of the initial public
offering, each outstanding share of series A, B, C and D preferred stock was
converted into class C common stock. All outstanding shares of series E
preferred stock were converted into an equivalent number of shares of class B
common stock.

    In July 1999, the Company entered into a joint venture agreement with Trans
Cosmos, Inc. and an investment agreement with Mitsubishi Corporation to
establish a Japanese Internet investment banking firm now known as Wit Capital
Japan Inc. ("Wit Capital Japan"). Wit Capital Japan was incorporated in
August 1999 and is based in Tokyo. Start of operations is anticipated to be
early 2000. As anticipated, in October 1999, Wit Capital Japan signed a second
round of financing which will reduce the Company's ownership in the joint
venture from 60 percent to approximately 30 percent, although the Company has an
option to purchase an additional 10 percent within six months of investors
funding the second round of financing. The Company accounts for its investment
in Wit Capital Japan under the equity method.

    In August 1999, the Company created an alliance with Dawntreader LLC
("Dawntreader"), the investment advisor to an early stage internet fund
established in 1998 by the Company's Chairman and Co-Chief Executive Officer.
WCPEA holds a 50 percent interest in a newly created, jointly controlled entity,
Wit/Dawntreader Advisors LLC which serves as the investment advisor of Arista
Capital Partners, LP, a newly formed private equity fund. In October 1999, the
Company entered into agreements with the management team of Dawntreader for
these individuals to become employees of the Company.

    These financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and, in the
opinion of management, reflect all adjustments necessary for a fair presentation
of the results for the periods presented in conformity with generally accepted
accounting principles. These financial statements should be read in conjunction
with the Company's audited financial statements included in the Company's
prospectus filed with the SEC on June 4, 1999. Results of the interim periods
are not necessarily indicative of results to be obtained for a full fiscal year.

                                       5
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. NET LOSS PER SHARE

    The following table sets forth the calculation of shares used in the
computation of basic and diluted net loss per share.

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED       NINE MONTHS ENDED
                                                      SEPTEMBER 30,            SEPTEMBER 30,
                                                  ----------------------   ----------------------
                                                     1999        1998         1999        1998
                                                  ----------   ---------   ----------   ---------
<S>                                               <C>          <C>         <C>          <C>
Shares used in computations:
  Weighted average common shares used in
    computation of basic net loss per share.....  63,345,889   7,159,595   31,902,168   7,108,933
  Dilutive effect of common stock equivalents...          --          --           --          --
                                                  ----------   ---------   ----------   ---------
      Weighted average shares used in
        computation of diluted net loss per
        share...................................  63,345,889   7,159,595   31,902,168   7,108,933
                                                  ==========   =========   ==========   =========
</TABLE>

    Because the Company reported a net loss in each of the periods above, the
calculation of diluted earnings per share does not include convertible preferred
stock, options, warrants and common stock collateralizing the notes receivable
from stockholders, as they are anti-dilutive and would result in a reduction of
net loss per share. If the Company had reported net income, there would have
been an additional 21,911,174 and 7,718,642 shares for the quarters ended
September 30, 1999 and 1998, respectively, and an additional 14,739,989 and
6,681,244 shares for the nine months ended September 30, 1999 and 1998,
respectively included in the calculation of diluted earnings per share.

3. STOCK OPTION PLAN

    WCG has adopted a stock incentive plan (the "Plan") that permits the
granting of stock options, restricted stock and other awards to employees,
directors and certain consultants of WCG. The exercise price of any share
covered by an option granted to a person owning more than 10% of the voting
power of all classes of stock of WCG cannot be less than 110% of the fair market
value on the day of the grant. The exercise price of any share covered by an
option granted to any person cannot be less than 85% of the fair value on the
day of the grant. Options expire five or ten years from the date of grant, with
the majority of the options expiring in the year 2008.

    As permitted by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123") WCG has accounted
for options granted to employees using the intrinsic value method prescribed by
Accounting Practice Bulletin ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees." WCG has granted options with exercise prices that are
equal to or greater than management's estimate of the fair value of such common
stock at the date of grant, and accordingly, the Company has recorded no related
compensation expense. For restricted stock issued with future service
requirements, compensation expense is recognized over the relevant vesting
period.

    During the period from January 1, 1999 to September 30, 1999, the Company
granted options to purchase 7,184,151 shares to employees at exercise prices
between $1.43 and $34.88 per share.

4. WARRANTS

    The Company has 6,527,226 outstanding warrants as of September 30, 1999 with
a range of exercise prices between $1.43 and $5.57. These warrants are
exercisable for 889,931 shares of class C

                                       6
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. WARRANTS (CONTINUED)

common stock (prior to December 7, 1999, and common stock thereafter) and
5,637,295 shares of class B common stock.

5. CONTINGENCIES

    The Company is currently subject to claims and legal proceedings arising in
the normal course of its business. In the opinion of management, the resolution
of such legal proceedings should not have a material adverse effect on the
financial position, results of operations or liquidity of the Company.

    A person formerly associated with the Company has asserted a right to
purchase 560,000 shares of common stock at $1.43 per share. In the opinion of
management, such assertion is without merit, and the Company intends to contest
any lawsuit filed against it. These 560,000 shares of common stock have been
reported as forfeited stock options in 1998.

6. CAPITAL REQUIREMENT

    WCC is subject to the SEC's Uniform Net Capital Rule 15c3-1. WCC's net
capital, as defined, is required to be the greater of $100,000 or the minimum
net capital required based on aggregate indebtedness. As of September 30, 1999
and December 31, 1998, WCC's ratio of aggregate indebtedness to net capital was
 .17 to 1 and .09 to 1 and its net capital was $36,997,059 and $8,446,190, which
was $36,586,380 and $8,346,190 in excess of the minimum net capital
requirements, respectively.

7. SUBSEQUENT EVENTS

    On October 26, 1999, the Company and enba plc ("enba") announced their
intention to combine their efforts to establish a Pan-European investment
banking firm, to be known as Wit Capital Europe. Start of operations is
anticipated to occur in early 2000. The Company and enba will jointly control
Wit Capital Europe and will initially own 55 percent and 45 percent,
respectively of the equity of Wit Capital Europe. In proportion to their equity
stakes, the Company and enba will contribute an aggregate of $10 million to the
joint venture. The Company also entered into a subscription agreement to acquire
189,748 shares of enba in exchange for 1,878,596 shares of the Company's common
stock.

    On October 29, 1999 the Company entered into an agreement with SoundView
Technology Group, Inc. ("SoundView") to acquire by merger 100 percent of the
outstanding shares of SoundView, a Connecticut-based broker-dealer and private
investment banking firm focused exclusively on technology. Under the terms of
the agreement, the Company will acquire the outstanding shares of SoundView in
exchange for approximately $320 million consisting of newly issued common stock,
options replacing SoundView options and up to $30 million in cash. The exchange
ratio in the merger is subject to adjustment for changes in the market price of
the Company's stock from $17.56 up to $18.56 or down to $15.56 and is not
adjustable for changes beyond these levels. Accordingly, the final value of the
transaction could be either greater or less than $320 million. A limited cash
election feature allows each shareholder to receive a cash payment in lieu of
common stock subject to an overall limitation, including any shareholders
exercising dissenter's rights, of $30 million. The Board of Directors of each
company and the shareholders of SoundView have approved the transaction, which
is expected to close in January or February 2000. Completion is contingent on
Wit Capital stockholder approval, regulatory approval and other customary
closing conditions.

                                       7
<PAGE>
                    WIT CAPITAL GROUP, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. SUBSEQUENT EVENTS (CONTINUED)

    Although the Company has continued to spend and prepare for the roll out of
its Digital Trading Facility ("DTF"), it is currently evaluating whether the
changes, which have occurred recently regarding after-hours-trading, have
materially changed the environment in which the Company planned to operate this
facility. The Company's planning for the DTF has also been affected by the need
to focus on completing its recently announced SoundView merger and the
continuing need to manage and enhance the Company's online brokerage
infrastructure for the Company's rapid growth. In light of these developments,
the Company has decided to defer its roll out plan until early 2000, while it
continues to evaluate how best to maximize the value of its DTF assets. Through
September 30, 1999, the Company has capitalized and deferred approximately
$3.6 million in costs related to the DTF.

                                       8
<PAGE>
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

OVERVIEW

    Wit Capital Group, Inc.'s wholly owned subsidiary, Wit Capital Corporation,
was founded in 1996 as the first online investment banking firm. With offices in
New York and San Francisco, Wit Capital Corporation is an issuer-driven Internet
investment banking firm that offers an array of investment banking services,
including underwriting for public offerings, private equity services, strategic
advisory, and institutional quality research. Wit Capital Corporation also
offers individual investors online brokerage services that include access to
IPOs and other securities offerings that in the past have only been available to
institutions and wealthy individuals. Wit Capital Group, Inc. completed its
initial public offering in June 1999.

    During the first nine months of 1998, Wit Capital Corporation was in an
early stage of its operations and generated only minimal revenues from its
investment banking and brokerage activities. Accordingly, the Company does not
believe that the period to period comparisons of its operating results below are
necessarily meaningful and should not be relied upon as indicators of future
performance.

PLANNED ACQUISITION

    On October 29, 1999 the Company entered into an agreement with SoundView
Technology Group, Inc. ("SoundView") to acquire by merger 100 percent of the
outstanding shares of SoundView, a Connecticut-based broker-dealer and private
investment banking firm focused exclusively on technology. Under the terms of
the agreement, the Company will acquire the outstanding shares of SoundView in
exchange for approximately $320 million consisting of newly issued common stock,
options replacing SoundView options and up to $30 million in cash. The exchange
ratio in the merger is subject to adjustment for changes in the market price of
the Company's stock from $17.56 up to $18.56 or down to $15.56 and is not
adjustable for changes beyond these levels. Accordingly, the final value of the
transaction could be either greater or less than $320 million. A limited cash
election feature allows each shareholder to receive a cash payment in lieu of
common stock subject to an overall limitation, including any shareholders
exercising dissenter's rights, of $30 million. The acquisition will be accounted
for using the purchase method. The Board of Directors of each company and the
shareholders of SoundView have approved the transaction, which is expected to
close in January or February 2000. Completion is contingent on Wit Capital
stockholder approval, regulatory approval and other customary closing
conditions.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AS
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998

REVENUES

    The Company's total revenues for the three months ended September 30, 1999
were $12.4 million compared to $1 million for the three months ended
September 30, 1998. The Company's total revenues for the nine months ended
September 30, 1999 were $27.6 million compared to $1.3 million for the nine
months ended September 30, 1998.

    Investment banking revenue for the three months ended September 30, 1999
increased to $8.4 million from $879,340 for the three months ended
September 30, 1998. For the nine months ended September 30, 1999, revenue from
investment banking increased to $19.8 million from $1.1 million for the nine
months ended September 30, 1998. During 1998, the revenue the Company generated
from underwriting activities was limited since the Company received none or
negligible portions of management fees paid to co-managing underwriters and
underwriting sales credits reflected the Company's limited allocations of the
shares being underwritten. During 1999, the Company has begun to receive

                                       9
<PAGE>
larger management fees and allocations of the shares in the offerings in which
the Company is participating and has experienced a general increase in the
number of offerings in which it participates. Wit Capital's revenues related to
financial advisory services have also increased as a result of an increase in
strategic advisory relationships and frequency of transactions.

    The Company participated in a total of 33 securities offerings in the third
quarter of 1999, 16 as co-manager and 17 as syndicate member, compared to the
third quarter of 1998 during which the Company participated in 10 offerings as
syndicate member. During the third quarter of 1999 Wit Capital retained
6.8 million shares (including designated shares) compared to 74,500 shares in
the third quarter of 1998.

    The Company participated in a total of 94 securities offerings during the
first nine months of 1999, 45 as co-manager and 49 as syndicate member compared
to the first nine months of 1998 during which the Company participated in 28
offerings as syndicate member. For the first nine months of 1999, total shares
underwritten by Wit Capital were 14.8 million, compared to 1.3 million shares
underwritten during the first nine months of 1998. Of the shares underwritten
above, during the first nine months of 1999 Wit Capital retained 15.5 million
shares (including designated shares) compared to 338,000 shares in the first
nine months of 1998. These figures do not include 2.28 million shares of its own
stock distributed to customers during the Company's initial public offering in
June 1999.

    Brokerage revenue for the three months ended September 30, 1999 increased to
$2.1 million from $50,000 for the three months ended September 30, 1998. For the
nine months ended September 30, 1999, revenue from brokerage activities
increased to $4.1 million from $149,000 for the nine months ended September 30,
1998. Wit Capital charges its customers a brokerage commission of $14.95 for
market orders and $19.95 for limit orders. The increase in this revenue resulted
primarily from an increase in the number of customer accounts opened and an
increase in the number of trades executed for Wit Capital's customers. The
average daily number of trades executed for the three and nine month periods
ended September 30, 1999 was 1,833 and 1,217; compared to 45 and 27 for the
three and nine month periods ended September 30, 1998. As of September 30, 1999
total accounts numbered 85,100 compared to 7,820 total accounts as of
September 30, 1998. As of September 30, 1999, total active accounts numbered
52,885.

    Interest income for the three months ended September 30, 1999 increased to
$1.8 million from $27,000 for the three months ended September 30, 1998. For the
nine months ended September 30, 1999, interest income increased to $3.2 million
from $72,000 for the nine months ended September 30, 1998. The Company earns
interest income from the investment of cash balances raised through financing
activities until the funds are used in its business. During the first nine
months of 1999, the Company's average monthly cash balance was $78.3 million as
compared to a monthly average of $1.5 million for the first nine months of 1998.

    Other revenue for the three months ended September 30, 1999 increased to
$43,000 from $0 for the three months ended September 30, 1998. For the nine
months ended September 30, 1999, other revenue increased to $487,000 from $0 for
the nine months ended September 30, 1998. For the three and nine month periods
ended September 30, 1999, other revenue primarily consisted of gains on the mark
to market and sale of equity securities that the Company received as
consideration for financial advisory services.

EXPENSES

    Compensation and benefits expense for the three months ended September 30,
1999 increased to $9.9 million from $1.5 million for the three months ended
September 30, 1998. For the nine months ended September 30, 1999, compensation
and benefits expense increased to $25 million from $2.7 million for the nine
months ended September 30, 1998. Compensation and benefits expense consists of
salaries, bonuses and other benefits paid or provided to Wit Capital's
employees. The increase in

                                       10
<PAGE>
compensation expense primarily relates to an increase in the number of employees
from 58 as of September 30, 1998 to 216 as of September 30, 1999. Additionally,
in February 1999, the Company entered into employment contracts with several
professionals which entitled them to a total of $5.5 million in upfront
payments. The Company recognized compensation expense of $2.6 million related to
those portions of the amounts paid for which no future service by the employees
was required. As Wit Capital continues to hire more investment banking and
research professionals and participate in more transactions, it expects its
compensation expense to grow.

    Professional services expense for the three months ended September 30, 1999
increased to $1.7 million from $270,000 for the three months ended
September 30, 1998. For the nine months ended September 30, 1999, professional
services expense increased to $3.4 million from $535,000 for the nine months
ended September 30, 1998. Professional services expense includes legal,
consulting, accounting, and recruiting fees which have increased as the Company
continues to make improvements to its customer service and infrastructure, hire
additional personnel, develop the digital trading facility, and increase its
brokerage and investment banking operations.

    Brokerage and clearance expense for the three months ended September 30,
1999 increased to $1.3 million from $37,000 for the three months ended
September 30, 1998. For the nine months ended September 30, 1999, brokerage and
clearance expense increased to $2.7 million from $92,000 for the nine months
ended September 30, 1998. This expense primarily consists of amounts paid to the
Company's clearing agent for processing and clearing customers' trades. The
increase in brokerage and clearance expense reflects the increased volume and
growth of the Company's brokerage operations.

    Data processing and communications expense for the three months ended
September 30, 1999 increased to $1.2 million from $199,000 for the three months
ended September 30, 1998. For the nine months ended September 30, 1999, data
processing and communications expense increased to $2.3 million from $470,000
for the nine months ended September 30, 1998. Data processing and communications
expense includes costs related to market data services, transaction processing
and telephone and other communication charges. These expenses have increased as
a result of an increased number of active customer accounts and an increased
volume of transactions processed. The Company expects these costs will continue
to grow as transaction volume increases.

    Technology development expense for the three months ended September 30, 1999
increased to $845,000 from $324,000 for the three months ended September 30,
1998. For the nine months ended September 30, 1999, technology development
expense increased to $1.7 million from $607,000 for the nine months ended
September 30, 1998. This increase resulted from continued enhancements to Wit
Capital's technology infrastructure, the development of the new Wit Capital web
site as well as costs associated with the digital trading facility. The Company
expects technology development expense to increase as operations continue to
grow and as the Company continues to invest in its infrastructure.

    Depreciation and amortization for the three months ended September 30, 1999
increased to $365,000 from $282,000 for the three months ended September 30,
1998. For the nine months ended September 30, 1999, depreciation and
amortization increased to $864,000 from $710,000 for the nine months ended
September 30, 1998. Depreciation and amortization consists primarily of
depreciation and amortization of property, equipment and leasehold improvements
and amortization of computer software. The increases in depreciation and
amortization reflect the increased investments the Company has made in its
technology, equipment and facilities. The Company expects these expenses to
continue to grow as it continues to invest in technology and infrastructure.

    Occupancy expense for the three months ended September 30, 1999 increased to
$300,000 from $88,000 for the three months ended September 30, 1998. For the
nine months ended September 30, 1999, occupancy expense increased to $603,000
from $176,000 for the nine months ended September 30, 1998. Occupancy expense
includes costs related to leasing office space in New York and San Francisco and
the increase reflects the Company's growth and need for expanded office
facilities. Wit

                                       11
<PAGE>
Capital opened its San Francisco office in 1998, and leased additional space in
New York in the third quarter of 1999. As Wit Capital continues to grow and
expand its business, it expects occupancy expense to increase.

    Marketing expense for the three months ended September 30, 1999 increased to
$193,000 from $131,000 for the three months ended September 30, 1998. For the
nine months ended September 30, 1999, marketing expense remained constant at
$666,000 as compared to $669,000 for the nine months ended September 30, 1998.
During 1998 marketing expense related to developing Wit Capital's brand name
recognition. During 1999, the Company focused on acquiring customers simply by
offering access to initial public offerings. Marketing expense in 1999 primarily
relates to the development of the digital trading facility, and the Company
expects these expenses to increase in connection with the continued development
of that business.

    Other expenses for the three months ended September 30, 1999 increased to
$1.8 million from $475,000 for the three months ended September 30, 1998. For
the nine months ended September 30, 1999, other expenses increased to
$3 million from $905,000 for the nine months ended September 30, 1998. Other
expenses include travel and entertainment, office supplies, registrations and
other administrative expenses which have all increased as the Company continues
to expand its business and operations. Other expenses in 1998 includes
write-downs of $287,000 related to media credits the Company had previously
acquired but which in view of a revised marketing strategy in 1998, decided not
to use. In the third quarter of 1999, other expenses includes $750,000 in
primarily non-recurring costs associated with our brokerage operations and past
vendor and other relationships.

LIQUIDITY AND CAPITAL RESOURCES

    Historically, Wit Capital has satisfied its cash requirements primarily
through private placements of common stock and convertible preferred stock.
During June 1999, the Company completed an initial public offering in which it
issued 8,740,000 shares of its common stock at $9.00 per share. The Company
received approximately $72.8 million in cash proceeds, net of underwriting
discounts and offering costs. The Company believes that its existing cash
balances will be sufficient to meet anticipated cash requirements for at least
the next twelve months. Wit Capital may, nonetheless, seek additional financing
to support its activities during the next twelve months or thereafter. There can
be no assurance, however, that additional capital will be available on
reasonable terms, if at all, when needed or desired.

    Net cash used in operating activities was $12.2 million for the nine months
ended September 30, 1999, compared to $4.6 million during the same period in the
preceding year. Cash used in operating activities for the nine months ended
September 30, 1999 was primarily from a net loss of $12.8 million, an increase
in operating assets of $8.7 million offset by a net increase in operating
liabilities of $8.3 million. Cash used in operating activities for the nine
months ended September 30, 1998 was primarily from a net loss of $5.6 million, a
net increase in operating assets of $993,000, and an increase in operating
liabilities of $458,000.

    Cash used in investing activities was $127.6 million for the nine months
ended September 30, 1999, compared to $272,000 for the nine months ended
September 30, 1998. Cash used in investing activities for the nine months ended
September 30, 1999 was primarily for purchases of short-term investment
securities of $121 million, fixed asset purchases of $3.7 million and purchases
of computer software of $2.8 million. Cash used in investing activities for the
nine months ended September 30, 1998 resulted from purchases of fixed assets of
$208,000 and from purchases of computer software of $64,000.

    Cash provided by financing activities was $131.1 million for the nine months
ended September 30, 1999, compared to $9.2 million for the nine months ended
September 30, 1998. Cash provided by financing activities resulted primarily
from net proceeds of $72.8 million received from the initial public offering of
Wit Capital's common stock and from $24.9 million in net proceeds received from
the issuance of Series E Preferred Stock, now Class B Common Stock, and the
grant of warrants to The

                                       12
<PAGE>
Goldman Sachs Group, Inc. and from $31.5 million received from issuances of the
Company's Series D Preferred Stock, now Class C Common Stock, to accredited
investors. Cash provided by financing activities for the nine months ended
September 30, 1998, was primarily from issuances of our Series A and B Preferred
Stock, now Class C Common Stock, to accredited investors.

    On October 26, 1999, the Company and enba plc ("enba") announced their
intention to combine their efforts to establish a Pan-European investment
banking firm, to be known as Wit Capital Europe. Start of operations is
anticipated to occur in early 2000. The Company and enba will jointly control
Wit Capital Europe and will initially own 55 percent and 45 percent,
respectively of the equity of Wit Capital Europe. In proportion to their equity
stakes, the Company and enba will contribute an aggregate of $10 million to the
joint venture. The Company also entered into a subscription agreement to acquire
189,748 shares of enba in exchange for 1,878,596 shares of the Company's common
stock.

    The Company continued to make significant improvements to its customer care
services during the third quarter increasing the number of call center
representatives, improving response time to customer inquiries, and upgrading
its processing software and telecommunications equipment. The Company is
currently upgrading and expanding the capabilities of its systems infrastructure
which at times has been strained by rapid growth. Wit Capital expects
infrastructure expenditures to continue as it improves and enhances its online
brokerage systems, expands its affinity programs, and continues development of
its digital trading facility.

UPDATE ON DIGITAL TRADING FACILITY

    Although the Company has continued to spend and prepare for the roll out of
its Digital Trading Facility ("DTF"), it is currently evaluating whether the
changes, which have occurred recently regarding after-hours-trading, have
materially changed the environment in which the Company planned to operate this
facility. Among the factors that the Company is evaluating are:

    - the proliferation of companies offering after-hours-trading services, many
      of whom have far greater resources than the Company;

    - the fragmentation in after-hours-trading and the attendant problems of
      assuring best execution for orders;

    - the changes in regulatory environment, including the expanding role of
      multiple ECNs;

    - the expansion into after-hours-trading by NASDAQ and the major stock
      exchanges;

    - the uncertainty associated with the Company's processing of trades after
      8:00 PM because of its reliance on a major service bureau's ability to
      change its systems prior to the Y2K moratoriums that are expected to be
      put in place on December 1, 1999.

    The Company's planning for the DTF has also been affected by the need to
focus on completing its recently announced SoundView merger and the continuing
need to manage and enhance the Company's online brokerage infrastructure for the
Company's rapid growth. In light of these developments, the Company has decided
to defer its roll out plan until early 2000, while it continues to evaluate how
best to maximize the value of its DTF assets. Through September 30, 1999, the
Company has capitalized and deferred approximately $3.6 million in costs related
to the DTF.

YEAR 2000

    The Year 2000 issue involves the potential for system processing and
failures of date-related data resulting from computer-controlled systems using
two digits rather than four to define the applicable year. For example, computer
programs that contain time-sensitive software may recognize a date using two
digits of "00" as the year 1900 rather than the year 2000. This could result in
system failure or

                                       13
<PAGE>
miscalculations causing disruptions of our operations, including among other
things, a temporary inability to process transactions in connection with our
investment banking and brokerage activities.

    Because the Company is dependent to a very substantial degree upon the
proper functioning of computer systems, the failure of any computer system to be
Year 2000 compliant could have a materially adverse affect on the Company.
Failure of this kind could, for example, cause settlement of trades to fail,
lead to incomplete or inaccurate accounting, recording or processing of trades
in securities, result in generation of erroneous results or give rise to
uncertainty about exposure to trading risks and the Company's need for
liquidity. If not remedied, potential risks include business interruption or
shutdown, financial loss, regulatory actions, reputational harm and legal
liability.

    The Company has formed a committee, the Y2K steering committee, to
investigate and resolve Year 2000 compliance issues. This committee's mandate is
to guide and coordinate the efforts of the various core business units which are
working on Year 2000 compliance and to manage the assessment, planning, testing
and implementation of Year 2000 compliant systems for the entire company. The
Y2K steering committee created a process for developing an inventory of all
information systems that the Company uses. The inventory included all internal
and external systems that were mission critical. To determine whether a mission
critical system posed a potential problem, the Company:

    - interviewed vendors;

    - analyzed the system with testing software;

    - interviewed programmers and developers; and

    - reviewed program code.

    During the planning stage of the project, the Company received additional
investments from stockholders which, among other things, permitted the Company
to accelerate its replacement strategy. Information systems originally in need
of remediation for Year 2000 compliance have been replaced as well as tested for
Year 2000 compliance. These systems include:

    - telephone switch and all related instruments;

    - internal LAN and router environment;

    - internal hosted Web site; and

    - the Company's servers.

    The Company has completed its internal information technology and
non-information technology assessment, remediation and testing efforts and
believes that its internal software and hardware systems should function
properly with respect to dates in the year 2000 and thereafter. Costs to date
related to Year 2000 assessment and remediation plans are $175,000.

    In addition, the Company depends upon the proper functioning of third-party
computer and non-information technology systems. These parties include
depositories, clearing agencies, clearing houses, commercial banks and other
vendors. The Company has contacted every material vendor with which the Company
has important financial or operational relationships to determine the extent to
which they are vulnerable to the Year 2000 issue. The Company has assessed the
responses to the Year 2000 questions asked to these vendors. Each vendor has
participated in and passed the Year 2000 compliance tests formulated by the
Securities Industry Association. These vendors have also provided the Company
with written documentation that they are Year 2000 compliant and confirmed that
they have passed the SIA sponsored industry test. Since the Company does not
require unique services from any of these vendors, the Company believes the SIA
testing indicates general Year 2000 compliance. In the event any of these
vendors prove not to be Year 2000 compliant, the Company believes that it could
find a replacement vendor which is Year 2000 compliant, although not without
significant expense

                                       14
<PAGE>
or delay. However, based on management's current information, the Company
expects to incur no significant costs in the future for Year 2000 problems.

    The Company's contingency planning efforts focus on creating operating plans
in the case of internal system errors or failures or those of third party
vendors which provide critical services. In general, the contingency plan
provides for the employment of alternate service providers, communication means
and manual processes. Management's worst case scenario in connection with Year
2000 issues is that there will be a failure on the part of one or more important
vendors and that the Company will experience difficulties in finding replacement
vendors. If these vendors are not Year 2000 compliant despite the results of
their internal and external testing, the Company, as well as many of their other
clients, will face system and processing failures until these issues can be
resolved.

    Disruption or suspension of activity in the world's financial markets is
also possible. In addition, uncertainty about the success of remediation efforts
generally may cause many market participants to reduce the level of their market
activities temporarily as they assess the effectiveness of these efforts during
a "phase-in" period beginning in late 1999 and early 2000. This turn could
result in a general reduction in trading and other market activities (and
reduced revenues) as well as reduced funding availability in late 1999 and early
2000. The Company cannot predict the impact that such reduction would have on
its business.

ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    The Company's primary objectives of its investment activities are to
preserve principal while maximizing yield without significantly increasing risk.
The Company invests its excess cash in money market funds, short-term
obligations issued by the U.S. Government and its agencies and in high-quality
corporate issuers. The Company's investment portfolio is subject to market risk
for changes in interest rates. The Company has established investment guidelines
that specify credit quality requirements as well as diversification requirements
by issuer and type of security. The Company does not hold derivative financial
instruments in its investment portfolio.

PART II

ITEM 1--LEGAL PROCEEDINGS

    The Company is currently subject to claims and legal proceedings arising in
the normal course of its business. In the opinion of management, based on
discussions with legal counsel, the resolution of such legal proceedings should
not have a material adverse effect on the financial position, results of
operations or liquidity of the Company.

    A person formerly associated with the Company has asserted a right to
purchase 560,000 shares of common stock at $1.43 per share. In the opinion of
management, such assertion is without merit, and the Company intends to contest
any lawsuit filed against it. These 560,000 shares of common stock have been
reported as forfeited stock options in 1998.

ITEM 2--CHANGES IN SECURITIES AND USE OF PROCEEDS

    The Company continues to use the net proceeds from its IPO for working
capital purposes. The Company expects to continue to use the proceeds for
working capital purposes and for strategic acquisitions or investments.

ITEM 3--DEFAULT UPON SENIOR SECURITIES

    None

                                       15
<PAGE>
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None

ITEM 5--OTHER INFORMATION

FORWARD-LOOKING STATEMENTS

    The Company has included in this Form 10-Q filing, and from time to time its
management may make, statements which may constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not
historical facts but instead represent only the Company's beliefs regarding
future events, many of which, by their nature, are inherently uncertain and
outside of the Company's or its management's control. It is possible that its
actual results may differ, possibly materially, from the anticipated results
indicated in these forward-looking statements. Important factors that could
cause actual results to differ from those in the Company's specific
forward-looking statements include:

    - a decline in general economic conditions or the United States securities
      markets;

    - the failure of the Company's e-Dealer network to function as anticipated;

    - the inability to secure share allotments in underwritten offerings in
      which the Company participates sufficient to satisfy its customers' demand
      and generate revenue;

    - the inability to ensure sufficient revenue to cover its costs and create
      profits;

    - problems brought about by the Year 2000 issue;

    - increasing competitive pressures; and

    - the factors discussed on page 13 under the heading "Update on Digital
      Trading Facility".

    Additional information regarding these and other important factors that
could cause actual results to differ from those in the Company's forward-looking
statements is contained under the section entitled "Risk Factors" in the
Company's Registration Statement on Form S-1 (File No. 333-74619), as filed with
the SEC in connection with the Company's initial public offering of common
stock. The Company hereby incorporates by reference those risk factors (other
than those contained under the headings "Our common stock has never been
publicly traded so we cannot predict the extent to which a market will develop
for our common stock or how volatile that market will be" and "This offering
will cause immediate dilution") into this Form 10-Q.

SALES OF UNREGISTERED SECURITIES

    From July 1, 1999 to September 30, 1999, the Company issued a total of
200,000 shares of restricted Class C Common Stock to six of its employees.

    From July 1,1999 to September 30, 1999, the Company issued a total of
109,369 shares of Class C Common Stock to a consultant upon exercise of its
warrants to purchase common stock for $1.43 per share.

    From July 1, 1999 to September 30, 1999 the Company issued a total of 61,560
shares of Class C Common stock to 21 of its employees upon exercise of their
stock options for $1.43--$2.14 per share.

ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits:

10.1--Stock Incentive Plan of Wit Capital Group, Inc., as amended October 14,
1999

27.1--Financial Data Schedule

    (b) Reports on Form 8-K:

    The Company did not file any reports on Form 8-K during the quarter ended
September 30, 1999.

                                       16
<PAGE>
                                   SIGNATURES

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

<TABLE>
<S>                                                    <C>  <C>
Dated: November 15, 1999                               Wit Capital Group, Inc.

                                                       By:  /s/ RONALD READMOND
                                                            -----------------------------------------
                                                            Ronald Readmond
                                                            PRESIDENT AND CO-CHIEF EXECUTIVE OFFICER

                                                       By:  /s/ M. BERNARD SIEGEL
                                                            -----------------------------------------
                                                            M. Bernard Siegel
                                                            CHIEF FINANCIAL OFFICER
</TABLE>

                                       17