SIEBERT FINANCIAL CORP

In addition to the other information set forth in this Report, investors should carefully consider the risk factors discussed in Part I, Item 1A - Risk Factors in our 2024 Form 10-K. Each of such risk factors could materially affect our business, financial position, and results of operations. Except for the additional risk factor noted below, as of the date of this Report, there have been no material changes from the risk factors disclosed in our 2024 Form 10-K.

The total unrealized or realized gain or loss that will be recognized from the Investment in Equity Security is uncertain, and the potential change in the market value of the Investment in Equity Security, which has declined significantly since March 31, 2025, may materially impact the results of future periods.

During the three months ended March 31, 2025, Siebert acquired the Investment in Equity Security in connection with a private placement from a private U.S company that subsequently completed an initial public offering. These shares are subject to resale restrictions until the sale is registered with the SEC or an exemption from such registration requirements becomes available. The date of the registration of such resale is uncertain as of the date of this Report.

Siebert valued the restricted shares of the Investment in Equity Security using a Finnerty option-pricing model, including a discount of approximately 40%, which included the lack of marketability and other factors. Refer to Note 4 – Fair Value Measurements for additional details.

For the three months ended March 31, 2025, Siebert recorded an unrealized gain of approximately $9.2 million in relation to the Investment in Equity Security. However, due to the volatility of the price of the shares, which has declined significantly since March 31, 2025, we are uncertain as to the total unrealized or realized gain or loss that will be recognized from the Investment in Equity Security. Solely for illustrative purposes, on May 7, 2025, the closing share price of the Investment in Equity Security fell to $25.24 per share, compared with $83.51 per share ($50.11 per share after the 40% discount) as of March 31, 2025. Had the Company sold its shares on May 7, 2025, the total gain would have been approximately $3.9 million, instead of the $9.2 million unrealized gain recognized during the three months ended March 31, 2025. Because the decline reflects conditions arising after March 31, 2025, no adjustment has been made to the accompanying financial statements. The potential change in the market value of the Investment in Equity Security may materially impact the results of future periods.