SIEBERT FINANCIAL CORP

Previous wording

We are a financial services company and provide a wide variety of financial services to our clients. We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries.

Current wording

We are primarily a financial services company and provide a wide variety of financial services to our clients. We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries. We also operate a smaller Media, Entertainment, and Sports segment that provides talent management and related services. This segment represents a limited portion of our overall operations, and its results may vary based on the timing of projects and broader industry conditions.

Previous wording

In 2024, earnings per share were $0.33, compared to earnings per share of $0.21 in 2023. In 2024, our net revenues were $83.9 million and net income was $13.3 million, compared to net revenues of $71.5 million and net income of $7.8 million in 2023.

Current wording

In 2025, earnings per share were $0.13, compared to earnings per share of $0.33 in 2024. In 2025, our net revenues were $94.2 million and net income was $5.1 million, compared to net revenues of $83.9 million and net income of $13.3 million in 2024.

Previous wording

The difference in our simulated incremental increases and decreases in the market interest rates as of December 31, 2024 compared to 2023 is primarily due to an increase in the proportion of segregated cash to segregated securities and a decrease in the proportion of margin debit balances to cash credit balances.

Current wording

The difference in our simulated incremental increases and decreases in the market interest rates as of December 31, 2025 compared to 2024 is primarily due to an increase in the proportion of segregated cash to segregated securities.

Previous wording

Commissions and fees for the year ended December 31, 2024 were$9,615,000 and increased by $2,339,000 from the corresponding period in the prior year, primarily due to strong market conditions.

Current wording

Commissions and fees for the year ended December 31, 2025 were$8,941,000 and decreased by $674,000 from the corresponding period in the prior year, primarily due tomarket conditions.

Previous wording

Interest, marketing and distribution fees for the year ended December 31,2024 were $32,407,000 and increased by $2,830,000 from the corresponding period in the prior year primarily due toan increase in interest income received on U.S. government securities and bank deposits.

Current wording

Interest, marketing and distribution fees for the year ended December 31,2025 were $27,624,000 and decreased by $4,783,000 from the corresponding period in the prior year primarily due toa decline in interest rates.

Previous wording

Principal transactions and proprietary trading for the year ended December 31,2024 were $14,616,000 and increased by $1,522,000 from the corresponding period in the prior year, primarily due to the factors discussed below.

Current wording

Principal transactions and proprietary trading for the year ended December 31,2025 were $17,479,000 and increased by $2,863,000 from the corresponding period in the prior year, primarily due to market conditions and the gain on our Investment in Equity Security.

Previous wording

Market making for the year ended December 31,2024 was $2,255,000 and increased by $951,000 from the corresponding period in the prior year, primarily dueto strong equity markets.

Current wording

Market making for the year ended December 31,2025 was $2,196,000 and decreased by $59,000 from the corresponding period in the prior year.

Previous wording

Stock borrow / stock loan for the year ended December 31,2024 was $19,249,000 and increased by $3,077,000 from the corresponding period in the prior year, primarilydue to a growth in stock locate services.

Current wording

Stock borrow / stock loan for the year ended December 31,2025 was $29,034,000 and increased by $9,785,000 from the corresponding period in the prior year, primarilydue to a growth in stock locate services and securities lending businesses.

Previous wording

Advisory fees for the year ended December 31,2024 were $2,369,000 and increased by $441,000 from the corresponding period in the prior year, primarilydue to growth in platform assets.

Current wording

Advisory fees for the year ended December 31,2025 were $3,324,000 and increased by $955,000 from the corresponding period in the prior year, primarilydue to growth in platform assets.

Previous wording

Employee compensation and benefits for the year ended December 31,2024 were $43,999,000 and increased by $12,063,000 from the corresponding period in the prior year, primarily due toan increase in commission payouts and executive compensation.

Current wording

Employee compensation and benefits for the year ended December 31,2025 were $58,475,000 and increased by $14,476,000 from the corresponding period in the prior year, primarily due toan increase in commission payouts as well as additional personnel related to technology initiatives, expansion into investment banking and servicing active trader customers, and other new business lines.

Previous wording

Clearing fees, including execution costs for the year ended December 31, 2024 were $1,607,000 and decreased by $65,000 from the corresponding period in the prior year.

Current wording

Clearing fees, including execution costs for the year ended December 31, 2025 were $2,149,000 and increased by $542,000 from the corresponding period in the prior year, primarily due to increased market activity.

Previous wording

Technology and communications expenses for the year ended December 31,2024 were $3,940,000 and increased by $576,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.

Current wording

Technology and communications expenses for the year ended December 31,2025 were $5,255,000 and increased by $1,315,000 from the corresponding period in the prior year, primarily due to additional software costs and an expansion of technological infrastructure.

Previous wording

Other general and administrative expenses for the year ended December 31,2024 were $4,488,000 and increased by $78,000 from the corresponding period in the prior year.

Current wording

Other general and administrative expenses for the year ended December 31,2025 were $6,946,000 and increased by $2,458,000 from the corresponding period in the prior year primarily due to the start-up cost and expansion of new business lines.

Previous wording

Data processing expenses for the year ended December 31,2024 were $3,200,000 and decreased by $36,000 from the corresponding period in the prior year.

Current wording

Data processing expenses for the year ended December 31,2025 were $3,989,000 and increased by $789,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.

Previous wording

Rent and occupancy expenses for the year ended December 31,2024 were $1,631,000 and decreased by $242,000 from the corresponding period in the prior year, primarily due to a discontinued rent expense related to the temporary Miami office.

Current wording

Rent and occupancy expenses for the year ended December 31,2025 were $1,855,000 and increased by $224,000 from the corresponding period in the prior year, primarily due to the expansion into new office space.

Previous wording

Depreciation and amortization expenses for the year ended December 31,2024 were $1,380,000 and decreased by $640,000 from the corresponding period in the prior year, primarilydue to the write off of development related to integration of a technology platform that occurred in the prior year.

Current wording

Depreciation and amortization expenses for the year ended December 31,2025 were $2,399,000 and increased by $1,019,000 from the corresponding period in the prior year, primarilydue to an increase in amortization for the technology projects placed in service.

Previous wording

Advertising and promotion expenses for the year ended December 31, 2024 were $348,000 and increased by $193,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives in 2024.

Current wording

Advertising and promotion expenses for the year ended December 31, 2025 were $1,083,000 and increased by $735,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.

Previous wording

The provision for income taxes for the year ended December 31, 2024 was $4,165,000 and increased by $750,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to increased profitability year over year. Refer to Note 17 – Income Taxes for additional detail.

Current wording

The provision for income taxes for the year ended December 31, 2025 was $445,000 and decreased by $3,720,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to a decrease in pre-tax earnings year over year. Refer to Note 16 – Income Taxes for additional detail.

Previous wording

As further discussed in Note 2 – Summary of Significant Accounting Policies, we consolidate RISE’s financial results into ourconsolidated financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interests in ourconsolidated financial statements. The net income attributable to noncontrolling interests for the year ended December 31, 2024 was $17,000, and decreased by $1,000 from the corresponding period in the prior year.

Current wording

The net income attributable to noncontrolling interests for the year ended December 31, 2025 was $0 and decreased by $17,000 from the corresponding period in the prior year due to lower income in RISE. As further discussed in Note 2 – Summary of Significant Accounting Policies, we consolidate RISE’s financial results into ourconsolidated financial statements and reflect the portion of RISE that was previously not held by Siebert as a noncontrolling interests in ourconsolidated financial statements. As of December 31, 2025, RISE was wholly-owned by Siebert.

Previous wording

Assets as of December 31,2024 were $519,668,000 and decreased by $282,132,000 from December 31, 2023, primarily due to a decrease in securities borrowed and cash and securities segregated, partially offset by an increase in cash and cash equivalents.

Current wording

Assets as of December 31,2025 were $759,042,000 and increased by $239,374,000 from December 31, 2024, primarily due to an increase in securities borrowed partially offset by a decrease in cash and cash equivalents and cash and securities segregated for regulatory purposes.

Previous wording

Liabilities as of December 31,2024 were $434,576,000 and decreased by $296,515,000 from December 31, 2023, primarily due to a decrease in securities loaned and payables to customers.

Current wording

Liabilities as of December 31,2025 were $669,882,000 and increased by $235,306,000 from December 31, 2024, primarily due to an increase in securities loaned and payables to customers.

Previous wording

As of December 31, 2024, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business. A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations.

Current wording

As of December 31, 2025, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business. A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, and securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations.

Previous wording

Our cash and cash equivalents were $32.6 million and $5.7 million as of December 31, 2024 and 2023, respectively.

Current wording

Our cash and cash equivalents were $22.4 million and $32.6 million as of December 31, 2025 and 2024, respectively.

Previous wording

On August 15, 2024, we entered into the Credit Agreement with East West Bank providing a $20 million revolving credit facility, which offers substantial financial flexibility to support our strategic initiatives. This credit facility allows the Company to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes. The two-year term of the Credit Agreement, combined with a competitive interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%, provides a stable and predictable financing source. The personal guarantees provided by key executives, John J. Gebbia and Gloria E. Gebbia, and their trust, further strengthen the Company’s borrowing position and help secure favorable terms.

Current wording

On August 15, 2024, we entered into the EWB Credit Agreement with East West Bank providing a $20 million revolving credit facility. This credit facility allows us to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes. The maturity date of the EWB Credit Agreement is July 29, 2027. The interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%. John J. Gebbia and Gloria E. Gebbia, and their trust, provided personal guarantees related to this agreement which further strengthen our borrowing position and help secure favorable terms. As of December 31, 2025, $5 million was outstanding related to the above EWB Credit Agreement. The interest expense for this credit line was $41,000 and $0 for the years ended December 31, 2025 and 2024, respectively. The interest rate was 7.5% for this credit facility during the year ended December 31, 2025. The Company did not use this credit facility during the year ended December 31, 2024.

Previous wording

Borrowings under the BMO Credit Agreement will bear interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of: (a) Term SOFR for such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%. The annual commitment fee is equal to one half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000. The BMO Credit Agreement contains customary affirmative covenants and negative covenants and requires MSCO maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0.

Current wording

Effective November 22, 2025, MSCO renewed the BMO Credit Agreement with BMO Harris until November 20, 2026. Borrowings under the BMO Credit Agreement will bear interest on the outstanding daily balance at a rate of interest per annum equal 2.5% plus the greater of: (a) Term SOFR for such day plus 0.11448% and (b) Federal Funds Target Range – Upper Limit and (c) 0.25%. The annual commitment fee is equal to one half of one percent (0.50%) of the average daily unused portion of the commitment of $20,000,000. The BMO Credit Agreement contains customary affirmative covenants and negative covenants and requires MSCO to maintain minimum total regulatory capital of $45,000,000, excess net capital of 20,000,000, assets to total regulatory capital ratio of not more than 5.0 to 1.0, and a minimum liquidity ratio of not less than 1.0. We were in compliance with the requirements of the BMO Credit Agreement as of December 31, 2025.

Previous wording

We have $4.2 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of December 31, 2024. As of December 31, 2024, we were in compliance with all covenants related to our debt agreements.

Current wording

We have $4.1 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of December 31, 2025. As of December 31, 2025, we were in compliance with all covenants related to our debt agreements.

Previous wording

MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) and the Customer Protection Rule (15c3-3) of the Exchange Act and maintains capital and segregated cash reserves in excess of regulatory requirements. Requirements under these regulations may vary; however, MSCO has adequate reserves and contingency funding plans in place to sufficiently meet any regulatory requirements. In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as the DTCC and OCC, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility. RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements.

Current wording

MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) and the Customer Protection Rule (15c3-3) of the Exchange Act and maintains capital and segregated cash reserves in excess of regulatory requirements. Requirements under these regulations may vary; however, MSCO has adequate reserves and contingency funding plans in place to sufficiently meet any regulatory requirements. In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as Depository Trust and Clearing Corporation (“DTCC”) and the Options Clearing Corporation (“OCC”), which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility. RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements.

Previous wording

MSCO can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements. RISE can transfer funds to its shareholders, of which Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements. For the years ended December 31, 2024 and 2023, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 18 – Capital Requirements for more detail on our capital requirements.

Current wording

MSCO can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements. RISE can transfer funds to Siebert as long as RISE maintains its liquidity and regulatory capital requirements. For the years ended December 31, 2025 and 2024, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 17 – Capital Requirements for more detail on our capital requirements.

Previous wording

For the year ended December 31, 2024, cash used in operating activities increased by $14.9 million compared to 2023, which was primarily driven by the inclusion of cash and securities segregated for regulatory purposes, which were previously not presented in the operating section. The increase was further impacted by the outflows related to the Kakao settlement and contract termination payments, as well as a decrease in payables to customers and securities loaned. These outflows were partially offset by inflows from securities borrowed, receivables from customers, and other working capital adjustments.

Current wording

For the year ended December 31, 2025, cash provided by operating activities increased by $0.2 million compared to 2024, which was primarily driven by the net changes in securities loaned and borrowed, receivables and payables to customers and non-customers, securities segregated for regulatory purposes, and other working capital adjustments.

Previous wording

Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025. As part of this agreement, we received a one-time business development credit of $3 million, and NFS will pay us four annual credits of $100,000 over the term of the agreement. The amendment also provides for an early termination fee; however, as of December 31, 2024, we do not expect to terminate the contract with NFS before the end of the contract term. Refer to Note 16 – Deferred Contract Incentive and Note 21 – Commitments, Contingencies and Other for additional detail.

Current wording

Effective September 29, 2025, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their arrangement for an additional five-year period commencing on September 26, 2025 and ending October 1, 2030. As part of this agreement, we received a one-time business development credit of $4.8 million. The amendment also provides for an early termination fee; however, as of December 31, 2025, we do not expect to terminate the contract with NFS before the end of the contract term. For the years ended December 31, 2025 and 2024, there was no expense recognized for any early termination fees. Refer to Note 15 – Deferred Contract Incentive and Note 20 – Commitments, Contingencies and Other for additional detail.

Previous wording

We account for uncertain tax positions in accordance with the authoritative guidance issued under FASB ASC Subtopic 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FASB ASC Subtopic 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements

Current wording

We account for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

Previous wording

As of both December 31, 2024 and 2023, the Company recorded an uncertain tax position of $1,354,000 and $1,405,000, respectively, related to various tax matters, which is included in the line item “Taxes payable” in the statements of financial condition.

Current wording

As of both December 31, 2025 and 2024, we recorded an uncertain tax position of $63,000 and $1,354,000, respectively, related to various tax matters, which is included in the line item “Taxes payable” in the statements of financial condition.

Previous wording

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in theconsolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between theconsolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Current wording

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.