SIEBERT FINANCIAL CORP
For the period ended Nov 18, 2025. Filed Oct 9, 2025.
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Nov 18, 2025 · Filed Oct 9, 2025
Contents
Share Usage
In 2021, Company shareholders approved 3,000,000 shares of common stock to be used for awards under the 2021 Plan. As of September 19, 2025, 758,000 shares of common stock remained available under the 2021 Plan. The following includes aggregated information regarding our view of the overhang and dilution associated with the 2021 Plan, and the potential dilution associated with the Amended 2021 Plan. This information is as of September 19, 2025. As of that date, there were approximately 40,426,936 shares of common stock outstanding:
Shares Subject to Outstanding Awards and Available for Future Awards:
| • | Total shares of common stock subject to outstanding full-value awards 1,300,000 shares (approximately 3% of our outstanding common stock); |
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| • | The Company has no shares of common stock subject to outstanding stock options and stock appreciation rights. |
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| • | Total shares of common stock available for future awards under the 2021 Plan: 758,000 shares (approximately 2% of our outstanding shares). |
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Proposed Shares Available for Awards Under the Amended 2021 Plan:
| • | 2,000,000 additional shares (approximately 5% of our outstanding shares, which percentage reflects the simple dilution of our shareholders that would occur if the Amended 2021 Plan is approved), subject to adjustment, including under the share counting rules of the Amended 2021 Plan; and |
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| • | The total shares subject to outstanding awards as described above as of September 19, 2025 (1,300,000 shares), plus the shares remaining available for future awards under the 2021 Plan as of such date (758,000 shares), plus the proposed additional shares available for future awards under the Amended 2021 Plan (2,000,000 shares), represent an approximate total overhang of 4,058,000 shares (10%). |
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In fiscal years 2022, 2023 and 2024, we granted awards under the 2021 Plan covering 296,000 shares, 0 shares, and 490,000 shares, respectively. Based on our basic weighted average shares of common stock outstanding for those three fiscal years of 32,408,449, 37,070,366, and 39,951,510, respectively, for the three-fiscal-year period 2022-2024, our average burn rate, not taking into account forfeitures, was 0.7% (our individual years’ burn rates were 0.9% for fiscal 2022, 0% for fiscal 2023, and 1.2% for fiscal 2024).
We currently anticipate that the shares requested in connection with the approval of the Amended 2021 Plan will last between 2-3 years, based on our historic grant rates and the approximate current share price, but could last for a different period of time if actual practice does not match recent rates or our share price changes materially. As noted below, the Amended 2021 Plan administrator would retain full discretion under the Amended 2021 Plan to determine the number and amount of awards to be granted under the Amended 2021 Plan, subject to the terms of the Amended 2021 Plan, and future benefits that may be received by participants under the Amended 2021 Plan are not determinable at this time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.