SIEBERT FINANCIAL CORP
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
SIEB$1.78-2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001213900-25-109356
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057679
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 123 current paragraphs.
48 unchanged; 40 reworded; 34 added; 38 removed; 7 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
For the three months ended March 31, 2026, our results compared to the prior-year period reflected continued growth in certain business lines, including stock borrow / stock loan and investment banking, offset by lower interest-related revenue, higher operating expenses, impairment of goodwill and an intangible asset related to our Media, Sports, and Entertainment segment, and the $9.2 million unrealized gain recognized during the prior-year period related to our Investment in Equity Security.
Current report
During the three months ended March 31, 2026, we continued to invest in the expansion of our business lines and supporting infrastructure, which contributed to higher personnel expenses, commission and payout expenses, technology costs, advertising and promotion expense, and costs associated with the growth of expenses associated with music production, artist development, marketing, distribution, and related operations. These increases were partially offset by higher revenues from stock borrow / stock loan activities and investment banking fees, and the impairment expenses detailed in the sections below. The year-over-year comparison was significantly impacted by the $9.2 million unrealized gain recognized during the three months ended March 31, 2025. See “Investment in Equity Security,” “Segments,” and “Statements of Operations and Financial Condition” below for further discussion of the significant factors affecting our results.
Current report
In the first quarter of 2025, we participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”). These shares were subject to restrictions on transferability and did not have a readily determinable fair value at the time of acquisition. On March 31, 2025, the issuer completed its initial public offering “(IPO”), and our restricted shares converted into restricted publicly traded shares as part of the IPO process. These shares remained subject to resale restrictions and could not be sold unless a registration statement was filed with SEC or an applicable exemption from registration became available. Additional details are provided in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.
Current report
There was significant volatility in the price of the shares, and in the three months ended March 31, 2025, we recorded an unrealized gain of approximately $9.2 million as the price per share closed at $85.31 on March 31, 2025. After the lifting of contractual sale restrictions, we sold the majority of our Investment in Equity Security for an average price of $19.00 per share. We recognized a net gain of $2.4 million related to this investment following the sale of our position.
Current report
Green Pier Clearing Agreement
Current report
RISE executed a fully disclosed clearing agreement with Green Pier, an indirect wholly-owned subsidiary of FMR, effective February 27, 2026. We believe the relationship will provide access to advanced clearing infrastructure and technology solutions that enhance operational capabilities, scalability, and system reliability, supporting the development and execution of RISE’s broker-dealer activities. Refer to Note 1 - Organization and Basis of Presentation for further information.
Current report
Arqitech Investment
Current report
In the first quarter of 2026, we made a strategic investment in Arqitech. Arqitech is an institutional-grade, non-custodial digital asset infrastructure platform that provides on-chain settlement, cross-chain execution, and decentralized financial technology solutions for regulated financial institution to support its broader technology and digital asset initiatives. We believe this investment provides exposure to institutional-grade digital asset infrastructure and anticipates it will support future growth and strategic opportunities.
Current report
Media Partnership
Current report
On March 4, 2026, we entered into an agreement with a multimedia news platform operator for $1 million for a media partnership designed to support marketing and promotional initiatives related to our products and services.
Current report
Segments
Current report
We manage our business through the following reportable segments:
Current report
Segment results are evaluated based on operating income, which reflect the manner in which management assesses performance and allocates resources.
Current report
Financial Services
Current report
Results in the Financial Services segment were impacted by continued growth in certain business lines, including stock borrow / stock loan and investment banking, which were more than offset by lower interest-related revenue and higher operating expenses.
Current report
The results were significantly impacted by a $9.2 million unrealized gain recognized during the three months ended March 31, 2025 related to our investment in an equity security. This gain significantly affected year-over-year comparability, and is detailed further in the section above titled “Investment in Equity Security.”
Current report
Other than the above, the primary factors impacting results in the Financial Services segment included the following:
Current report
Media, Sports and Entertainment
Current report
Results in the Media, Sports and Entertainment segment were impacted by continued investment in the growth of the Company’s music production, marketing, distribution, artist development, and related operations. The segment did not contribute positively to operating results during the three months ended March 31, 2026 or March 31, 2025, which management believes is consistent with the development stage of the business.
Current report
The primary factors impacting results in the Media, Sports and Entertainment segment included the following:
Current report
A portion of the segment’s costs are fixed or semi-fixed in nature, including personnel, administrative support, and certain infrastructure costs associated with building the segment’s operating platform. Other costs, including distribution and manufacturing-related expenses, artist development, content production, marketing, promotion, and commission payout expenses associated with NIL-related revenues, may vary based on the number of artists, releases, campaigns, NIL arrangements, and related business development activities during a given period. As a result, expenses may be incurred in advance of, or at a higher rate than, revenue recognized from recorded music sales, streaming, licensing, servicing, NIL-related activities, and other related operations.
Current report
Management believes these expenditures are important to building the segment’s catalogue, brand, artist relationships, and operating infrastructure. While there can be no assurance regarding the timing or magnitude of future revenues or profitability, management expects that continued development of the segment’s catalogue, artist pipeline, and related revenue opportunities may contribute positively to operating results over time as our catalogue develops and athlete pipeline expands.
Current report
The Media, Sports and Entertainment segment remains in an early-stage development phase and continued to incur costs related to artist development, content production, marketing, personnel, and infrastructure. During the three months ended March 31, 2026, management updated its forecast for the segment based on current operating performance, the status of artist/talent contracts, and expected revenue-generating opportunities. The updated forecast reflected higher costs and a slower path to profitability than previously anticipated. As a result, we recorded a non-cash goodwill impairment charge of approximately $330,000 related to the Media, Sports and Entertainment reporting unit. The impairment analysis included significant assumptions related to revenue growth, timing of artist/talent contract activity, artist-development and production costs, marketing spend, personnel and infrastructure costs, expected timing of profitability, and the discount rate.
Current report
During the three months ended March 31, 2026, we recorded a noncash intangible asset impairment charge of $454,000 related to a GM artist contract intangible asset within our Media, Sports and Entertainment segment. The impairment was primarily driven by changes in the expected economics of the related artist contract and lower-than-expected performance of related artist revenue opportunities, which reduced expected future cash flows.
Current report
In February 2026, RISE entered into a clearing agreement with Green Pier, an indirect wholly owned subsidiary of FMR. The agreement was executed to support RISE’s strategic objectives through collaboration with Green Pier’s clearing infrastructure and technology platform. We believe the relationship enhances RISE’s operational capabilities and scalability and supports the execution of its broker-dealer activities.
Current report
Professional fees for the three months ended March 31, 2026 were $1,698,000 and increased by $339,000 from the corresponding period in the prior year primarily due to legal fees.
Current report
Goodwill impairment for the three months ended March 31, 2026 was $330,000 and increased by $330,000 from the corresponding period in the prior year, due to the goodwill impairment related to the Media, Sports, and Entertainment segment. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for further information.
Current report
Intangible asset impairment for the three months ended March 31, 2026 was $454,000 and increased by $454,000 from the corresponding period in the prior year, due to the intangible asset impairment related to the artists contracts in the Media, Sports, and Entertainment segment. Refer to Note 9 – Goodwill and Other Intangible Assets, Net for further information.
Current report
The net loss attributable to noncontrolling interests for the three months ended March 31, 2026 was $0 and decreased by $3,000 from the corresponding period in the prior year, primarily due to Siebert’s noncontrolling interest in RISE for the three months ended March 31, 2025. The net loss attributable to noncontrolling interests represented the portion of RISE’s results attributable to ownership interests not held by Siebert. Siebert consolidates RISE’s financial results and reflects the portion not owned by Siebert as noncontrolling interests. As of March 31, 2026 and December 31, 2025, RISE was wholly owned by Siebert.
Current report
For the three months ended March 31, 2026, cash flows used in financing activities decreased by $35,000 compared to the prior year period, which was primarily due to a RISE cash distribution in the first quarter of 2025.
Current report
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually, or more frequently when events or circumstances indicate that the fair value of a reporting unit may be below its carrying amount.
Current report
We test goodwill at the reporting unit level by comparing the estimated fair value of the reporting unit to its carrying amount. If the carrying amount exceeds the estimated fair value, an impairment charge is recorded, limited to the amount of goodwill allocated to that reporting unit. Estimating fair value requires significant judgment and may include the use of discounted cash flow analyses, market-based approaches, or a combination of valuation methods, depending on the facts and circumstances. Significant assumptions and judgments may include projected revenue, operating costs, future cash flows, timing of profitability, terminal growth rates, discount rates, selected comparable company multiples, and the selection and weighting of valuation methodologies.
Current report
During the three months ended March 31, 2026, we recorded a noncash goodwill impairment charge of approximately $330,000 related to the Media, Sports and Entertainment reporting unit. The impairment analysis required management to make significant estimates and assumptions, including projected revenue growth, artist contract activity, expected profitability, terminal growth rate, and discount rate. Following the impairment, no goodwill remained assigned to the Media, Sports and Entertainment reporting unit. We also evaluated our Financial Services reporting unit and concluded that no impairment existed as of March 31, 2026.
Current report
Accounting Standards Adopted in Fiscal 2026
Removed paragraphs (38)
Previous report
Financial highlights for the three months ended September 30, 2025:
Previous report
Acquisition of BMLG Assets
Previous report
To expand upon our 2024 acquisition of GM, in the second quarter of 2025, we acquired certain assets from BMLG related to music masters, including associated copyrights and artwork. This acquisition gives Siebert ownership of recorded masters from artists such as Daughtry, Badflower, Sammy Hagar, Olive Vox, and Ryan Perdz, among others. The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000.
Previous report
We generated recorded music revenue and incurred costs related to artist signings, music and video production, distribution costs, and marketing and promotion. As expected, these investments have not yet contributed positively to operating results. Management believes these expenditures are essential to building the label’s catalogue and brand, and anticipates that future revenues from recorded music sales, streaming, and licensing will drive profitability over time. While there is no assurance regarding the timing or magnitude of future earnings, we expect the label to contribute positively to overall operating results as its catalogue matures.
Previous report
NIL Revenue
Previous report
In the third quarter of 2025, we began earning revenue in a new revenue stream relating to NIL negotiation services on behalf of student-athletes with university athletic departments or NIL collectives. We earned $362,000 in revenue related to this new revenue stream in the third quarter of 2025.
Previous report
In the first quarter of 2025, we acquired the Investment in Equity Security in connection with a private placement from a private U.S company that subsequently completed an IPO. Following the IPO, these shares were subject to resale restrictions until they were registered with the SEC. In June 2025, after the lifting of contractual sale restrictions, we sold the majority of our Investment in Equity Security for an average price of $19.00 per share, with the remaining position sold by August 2025. We recognized a total realized gain of $2.4 million for the nine months ended September 30, 2025. The realized gain associated with the Investment in Equity Security is recorded in the line item “Principal transactions and proprietary trading” in our statement of operations. Refer to Note 13 – Revenue Recognition for further information.
Previous report
Market making for the three months ended September 30, 2025 was $706,000 and increased by $109,000 from the corresponding period in the prior year, primarily due to strong market conditions.
Previous report
Professional fees for the three months ended September 30, 2025 were $1,553,000 and increased by $89,000 from the corresponding period in the prior year primarily due to the establishment of the Siebert advisory committee and the expansion into new business lines.
Previous report
As further discussed in Note 1 – Organization and Basis of Presentation, we consolidate RISE’s financial results into our financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interest in our financial statements. The net income attributable to noncontrolling interests for the three months ended September 30, 2025 was $2,000 and decreased by $6,000 from the corresponding period in the prior year.
Previous report
Revenue
Previous report
Commissions and fees for the nine months ended September 30, 2025 were $6,379,000 and decreased by $794,000 from the corresponding period in the prior year, primarily due to lower customer demand.
Previous report
Interest, marketing and distribution fees for the nine months ended September 30, 2025 were $20,799,000 and decreased by $4,149,000 from the corresponding period in the prior year primarily due to a due to a decline in interest rates.
Previous report
Principal transactions and proprietary trading for the nine months ended September 30, 2025 were $13,796,000 and increased by $2,519,000 from the corresponding period in the prior year, primarily due to the realized gain of $2,434,000 in our Investment in Equity Security, which is explained further in the section above titled “Investment in Equity Security.”
Previous report
Advisory fees for the nine months ended September 30, 2025 were $2,370,000 and increased by $700,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Previous report
Operating Expenses
Previous report
Employee compensation and benefits for the nine months ended September 30, 2025 were $41,670,000 and increased by $9,101,000 from the corresponding period in the prior year, primarily due toan increase in commission payouts as well as additional personnel related to technology initiatives and expansion into investment banking and servicing active trader customers, and other new business lines.
Previous report
Clearing fees, including execution costs for the nine months ended September 30, 2025 were $1,545,000 and increased by $534,000 from the corresponding period in the prior year, primarily due to increased market activity and a reclassification of certain fees in 2025.
Previous report
Other general and administrative expenses for the nine months ended September 30, 2025 were $5,109,000 and increased by $1,940,000 from the corresponding period in the prior year primarily due to the start-up cost and expansion of new businesses and increasing related travel expenses.
Previous report
Rent and occupancy expenses for the nine months ended September 30, 2025 were $1,385,000 and increased by $145,000 from the corresponding period in the prior year, primarily due to the expansion into new office spaces.
Previous report
Professional fees for the nine months ended September 30, 2025 were $4,363,000 and increased by $622,000 from the corresponding period in the prior year primarily due to the establishment of the Siebert advisory committee and expansion into new business lines.
Previous report
Depreciation and amortization expenses for the nine months ended September 30, 2025 were $1,693,000 and increased by $752,000 from the corresponding period in the prior year, primarilydue to an increase in amortization for the technology projects placed in service in the second and third quarter of 2025.
Previous report
Interest expense for the nine months ended September 30, 2025 was 294,000 and increased by $111,000 from the corresponding period in the prior year related to an agreement with Kakaopay in 2024.
Previous report
Advertising and promotion expense for the nine months ended September 30, 2025 was $807,000 and increased by $582,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Previous report
The provision from income taxes for the nine months ended September 30, 2025 was $1,286,000 and decreased from the provision for income taxes by $2,666,000 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 of $8,668,000 in the nine months ending September 30, 2025. Refer to Note 14 – Income Taxes for additional detail.
Previous report
As further discussed in Note 1 – Organization and Basis of Presentation, we consolidate RISE’s financial results into our financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interest in our financial statements. The net loss attributable to noncontrolling interests for the nine months ended September 30, 2025 was $1,000. The net income attributable to noncontrolling interests for the nine months ended September 30, 2024 was $14,000.
Previous report
Kakaopay
Previous report
The net capital infusion from Kakaopay in 2023 was approximately $14.8 million after the issuance cost. This capital is used to enhance our regulatory capital, and is primarily invested in U.S. government securities and is in the line item “Securities owned, at fair value” on the statements of financial condition. Refer to Note 6 – Kakaopay Transaction in our 2024 Form 10-K for further detail.
Previous report
Shelf Registration Statement
Previous report
On May 30, 2025, we filed a shelf registration statement on Form S-3 that was declared effective by the SEC on June 9, 2025 for the potential offering, issuance and sale by us of up to $100.0 million of our common stock, preferred stock, warrants to purchase our common stock and/or preferred stock, units consisting of all or some of these securities and subscription rights to purchase all or some of these securities. As noted below under “At the Market Offering,” we have utilized $50 million of the $100 million capacity under the shelf registration statement for our At the Market program.
Previous report
At the Market Offering
Previous report
On June 27, 2025, we entered into a Sales Agreement (“Sales Agreement”) with our subsidiary, Muriel Siebert & Co., LLC, and Ladenburg Thalmann & Co. Inc., as agents, under which we may offer and sell, through or to the agents, shares of our common stock having an aggregate offering price of up to $50.0 million, from time to time. For the three and nine months ended September 30, 2025, we did not sell any shares pursuant to this Sales Agreement. Refer to Note 18 – Commitments, Contingencies and Other for additional detail.
Previous report
For the nine months ended September 30, 2025, cash flows provided by financing activities increased by $0.9 million compared to 2024, which was primarily driven by a short-term bank loan.
Previous report
Tax Legislation
Previous report
On July 4, 2025, President Trump signed H.R. 1, the One Big Beautiful Bill Act (“OBBBA”), into law. The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions including the restoration of immediate expensing for domestic research and development expenditures and the reinstatement of 100% bonus depreciation for qualified property. FASB Topic 740, “Income Taxes”, requires the effects of tax law changes to be recognized in the period of enactment and requires that adjustments to prior year income taxes receivable (payable) or deferred taxes, including any related valuation allowance be recognized as a discrete event in the interim period that includes the enactment date. In connection with the tax law change, the Company was not required to record any incremental income tax expense or benefit in the three months ended September 30, 2025.
Previous report
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us for annual periods beginning after December 15, 2024, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote.
Previous report
Recent Accounting Pronouncements
Previous report
Refer to Note 2 – Summary of Significant Accounting Policies for information regarding new Accounting Standards Updates (“ASU”s) issued by the FASB.
Reworded paragraphs (40)
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 subsidiaries. We also operate a media, sports and entertainment business, although financial services remains our primary business.
Previous wording
Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, to the direction of the U.S. equity and fixed-income markets. Market volatility, overall market conditions, interest rates, economic, political, and regulatory trends, and industry competition are among the factors which could affect us and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants who include investors and competitors, impacting their level of participation in the financial markets. In addition, in periods of reduced financial market activity, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, as well as portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period.
Current wording
Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, for our financial services businesses, to the direction of the U.S. equity and fixed-income markets. Market volatility, overall market conditions, interest rates, economic, political, and regulatory trends, industry competition, and, with respect to our media, sports and entertainment business, consumer demand for music and entertainment content, are among the factors which could affect us and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants who include investors and competitors, impacting their level of participation in the financial markets.
Previous wording
In the third quarter of 2025, earnings per share was $0.04, compared to earnings per share of $0.10 in the third quarter of 2024. In the third quarter of 2025, our revenues were $26.8 million and operating income before taxes was $2.2 million, compared to revenues of $22.6 million and operating income before taxes of $4.8 million in the third quarter of 2024.
Current wording
In the three months ended March 31, 2026, loss per share was $0.05, compared to earnings per share of $0.22 in the prior-year period. In the first quarter of 2026, our revenues were $23.5 million and operating loss before taxes was $2.9 million, compared to revenues of $28.9 million and operating income of $10.5 million in the prior-year period.
Previous wording
At the end of 2023, we hired new technology personnel, changed our primary software development vendor, and made investments in technology development projects collectively termed as Siebert’s Retail Platform. Technology development projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service in the nine months ended September 30, 2025 and several projects are anticipated to go live in early 2026. We have also made an investment in FusionIQ to help with these technology initiatives and new product offerings. We believe that these ongoing investments in technology will be key in meeting the needs of our retail customers, correspondent clearing, corporate services as well as our expansion into new markets and demographics.
Current wording
We have made investments in technology development projects collectively termed as Siebert’s Retail Platform. Technology development projects such as the online platform for Siebert’s retail customer base and corporate service clients have been placed into service during 2025 and several projects are anticipated to go live in 2026. In 2025, we made a minority equity investment in and entered into a strategic partnership with FusionIQ, a provider of engagement solutions and data analytics for wealth management firms, to help with these technology initiatives and new product offerings. We believe these ongoing investments in technology and partnerships will be important in meeting the needs of our retail, correspondent clearing, and corporate services customers and supporting our expansion into new markets and demographics.
Previous wording
Commissions and fees for the three months ended September 30, 2025 were $2,263,000 and decreased by $7,000 from the corresponding period in the prior year.
Current wording
Commissions and fees for the three months ended March 31, 2026 were $2,325,000 and increased by $223,000 from the corresponding period in the prior year, primarily due to market conditions.
Previous wording
Interest, marketing and distribution fees for the three months ended September 30, 2025 were $6,985,000 and decreased by $1,365,000 from the corresponding period in the prior year primarily due to a decline in interest rates.
Current wording
Interest, marketing and distribution fees for the three months ended March 31, 2026 were $5,874,000 and decreased by $1,071,000 from the corresponding period in the prior year primarily due to a decline in interest rates.
Previous wording
Principal transactions and proprietary trading for the three months ended September 30, 2025 was $4,606,000 and increased by $409,000 from the corresponding period in the prior year, primarily due to strong market conditions.
Current wording
Principal transactions and proprietary trading for the three months ended March 31, 2026 was $3,928,000 and decreased by $9,033,000 from the corresponding period in the prior year, primarily due to the unrealized gain related to the Investment in Equity Security in the first quarter of 2025.
Previous wording
Other income for the nine months ended September 30, 2025 was $3,134,000 and increased by $607,000 from the corresponding period in the prior year, primarily due to fees related to new revenue from music and sports operations.
Current wording
Investment banking for the three months ended March 31, 2026 was $1,573,000 and increased by $1,573,000 from the corresponding period in the prior year, primarily due to new revenue from the business line.
Previous wording
Market making for the nine months ended September 30, 2025 was $1,755,000 and increased by $49,000 from the corresponding period in the prior year.
Current wording
Market making for the three months ended March 31, 2026 was $545,000 and decreased by $7,000 from the corresponding period in the prior year.
Previous wording
Stock borrow / stock loan for the three months ended September 30, 2025 was $10,048,000 and increased by $4,264,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses.
Current wording
Stock borrow / stock loan for the three months ended March 31, 2026 was $6,831,000 and increased by $1,994,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses.
Previous wording
Advisory fees for the three months ended September 30, 2025 were $831,000 and increased by $202,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Current wording
Advisory fees for the three months ended March 31, 2026 were $1,010,000 and increased by $262,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Previous wording
Other income for the three months ended September 30, 2025 was $1,408,000 and increased by $675,000 from the corresponding period in the prior year, primarily due to new revenue from music and sports operations.
Current wording
Other income for the three months ended March 31, 2026 was $1,384,000 and increased by $610,000 from the corresponding period in the prior year, primarily due to new revenue from music and sports operations.
Previous wording
Employee compensation and benefits for the three months ended September 30, 2025 were $16,360,000 and increased by $4,474,000 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.
Current wording
Employee compensation and benefits for the three months ended March 31, 2026 were $16,172,000 and increased by $4,250,000 from the corresponding period in the prior year, primarily due to an increase in commission payouts as well as additional personnel related to new business lines.
Previous wording
Clearing fees, including execution costs for the three months ended September 30, 2025 were $643,000 and increased by $298,000 from the corresponding period in the prior year, primarily due to increased market activity
Current wording
Clearing fees, including execution costs for the three months ended March 31, 2026 were $597,000 and increased by $143,000 from the corresponding period in the prior year, primarily due to clearing fees associated with the arrangement with Green Pier.
Previous wording
Technology and communications expenses for the three months ended September 30, 2025 were $1,530,000 and increased by $383,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.
Current wording
Technology and communications expenses for the three months ended March 31, 2026 were $1,805,000 and increased by $700,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.
Previous wording
Other general and administrative expenses for the three months ended September 30, 2025 were $1,760,000 and increased by $690,000 from the corresponding period in the prior year primarily due to the start-up cost and expansion of new business lines.
Current wording
Other general and administrative expenses for the three months ended March 31, 2026 were $1,733,000 and increased by $224,000 from the corresponding period in the prior year primarily due to expansion of business lines.
Previous wording
Data processing expenses for the three months ended September 30, 2025 were $1,146,000 and increased by $252,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.
Current wording
Data processing expenses for the three months ended March 31, 2026 were $1,286,000 and increased by $337,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.
Previous wording
Rent and occupancy expenses for the three months ended September 30, 2025 were $476,000 and increased by $111,000 from the corresponding period in the prior year, primarily due to the expansion into new office space.
Current wording
Rent and occupancy expenses for the three months ended March 31, 2026 were $454,000 and decreased by $13,000 from the corresponding period in the prior year.
Previous wording
Depreciation and amortization expenses for the three months ended September 30, 2025 were $649,000 and increased by $299,000 from the corresponding period in the prior year, primarilydue to an increase in amortization for the technology projects placed in service in the third quarter of 2025.
Current wording
Depreciation and amortization expenses for the three months ended March 31, 2026 were $690,000 and increased by $275,000 from the corresponding period in the prior year, primarily due to an increase in amortization for technology projects.
Previous wording
Interest expense for the three months ended September 30, 2025 was $107,000 and increased by $35,000 from the corresponding period in the prior year primarily due to interest related to an agreement with Kakaopay in 2024.
Current wording
Interest expense for the three months ended March 31, 2026 was $218,000 and increased by $129,000 from the corresponding period in the prior year, primarily due to interest related to short term line of credit with East West bank.
Previous wording
Advertising and promotion expense for the three months ended September 30, 2025 was $435,000 and increased by $307,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Current wording
Advertising and promotion expense for the three months ended March 31, 2026 was $900,000 and increased by $746,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Previous wording
The provision from income taxes for the three months ended September 30, 2025 was $564,000 and decreased from the provision for income taxes by $441,000 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 of $2,651,000. in the three months ending September 30, 2025. Refer to Note 14 – Income Taxes for additional detail.
Current wording
The benefit from income taxes for the three months ended March 31, 2026 was $895,000 and decreased by $2,730,000 from the corresponding period in the prior year, primarily due to a pre-tax loss in the three months ended March 31, 2026. Refer to Note 14 – Income Taxes for additional detail.
Previous wording
Assets as of September 30, 2025 were $607,463,000 and increased by $87,795,000 from December 31, 2024, primarily due to an increase in securities borrowed, partially offset by a decrease in cash and securities segregated for regulatory purposes.
Current wording
Assets as of March 31, 2026 were $597,142,000 and decreased by $161,900,000 from December 31, 2025, primarily due to a decrease in securities borrowed and cash and securities segregated for regulatory purposes, partially offset by an increase in receivables from broker-dealers and clearing organizations and receivables from customers.
Previous wording
Liabilities as of September 30, 2025 were $515,595,000 and increased by $81,019,000 from December 31, 2024, primarily due to an increase in securities loaned and payables to customers.
Current wording
Liabilities as of March 31, 2026 were $509,022,000 and decreased by $160,860,000 from December 31, 2025, primarily due to a decrease in securities loaned and payables to customers.
Previous wording
Our cash and cash equivalents were $19.6 million and $32.6 million as of September 30, 2025 and December 31, 2024, respectively.
Current wording
Our cash and cash equivalents were $16.2 million and $22.4 million as of March 31, 2026 and December 31, 2025, respectively.
Previous wording
On August 15, 2024, we entered into the EWB Credit Agreement with East West Bank providing a $20 million revolving credit facility, which offers financial flexibility to support our strategic initiatives. 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%, 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 our borrowing position and helping to 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 March 31, 2026, $5 million was outstanding related to the above EWB Credit Agreement. The interest expense for this credit line was $95,000 and $0 for the three months ended March 31, 2026 and 2025, respectively. The interest rate was 7.5% for this credit facility during the three months ended March 31, 2026.
Previous wording
On November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Harris Bank (“BMO Harris”). The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. We may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.
Current wording
On November 22, 2024, MSCO entered into the BMO Credit Agreement with BMO Harris. The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. We may use any borrowings under the BMO Credit Agreement to finance NSCC Deposit Requirements (other than an Adequate Assurance Deposit) and withdrawals from a Reserve Account. As part of the agreement, we entered into a Parent Guaranty agreement guaranteeing repayment of any debt issued to MSCO.
Previous wording
Borrowings under the BMO Credit Agreement bears 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.
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 September 30, 2025. As of September 30, 2025, we were in compliance with all covenants related to our mortgage agreement.
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 March 31, 2026. As of March 31, 2026, we were in compliance with all covenants related to our mortgage agreement.
Previous wording
MSCO can transfer funds to Siebert as long as MSCO 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 three and nine months ended September 30, 2025 and 2024, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 15 – Capital Requirements for more detail about our capital requirements.
Current wording
MSCO can transfer funds to Siebert as long as MSCO 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 three months ended March 31, 2026 and 2025, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 15 – Capital Requirements for more detail about our capital requirements.
Previous wording
For the nine months ended September 30, 2025, cash provided by operating activities increased by $35.2 million compared to the prior year period, which was primarily driven by the net change in securities loaned, securities borrowed and payables to customers.
Current wording
For the three months ended March 31, 2026, cash used in operating activities decreased by $8.4 million compared to the prior year period, which was primarily driven by the net change in securities loaned, securities borrowed, securities segregated, and receivables from broker-dealers and clearing organizations.
Previous wording
For the nine months ended September 30, 2025, cash used in investing activities increased by $0.3 million compared to the prior year period, which was primarily driven by the investment in FusionIQ, partially offset by less investment in office facilities and software.
Current wording
For the three months ended March 31, 2026, cash used in investing activities decreased by $0.2 million compared to the prior year period, which was primarily driven by less investment in capitalized software development cost, partially offset by the investment in Arqitech.
Previous 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 September 30, 2025, we do not expect to terminate the contract with NFS before the end of the contract term. Refer to Note 12 – Deferred Contract Incentive and Note 18 – 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 March 31, 2026, we do not expect to terminate the contract with NFS before the end of the contract term. For the three months ended March 31, 2026 and 2025, there was no expense recognized for any early termination fees. Refer to Note 12 – Deferred Contract Incentive and Note 18 – Commitments, Contingencies and Other for additional detail.
Previous wording
Effective June 2023, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a five-year period ending June 2028, with an option to terminate after three years. As of September 30, 2025, the total remaining minimum expense for this arrangement is estimated at approximately $0.3 million over the duration of the contract.
Current wording
Effective November 2025, MSCO entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC that, among other things, extends the term of their arrangement for a three-year period ending November 2028, with an option to terminate after three years. As of March 31, 2026, the total remaining minimum expense for this arrangement is estimated at approximately $1.5 million over the duration of the contract.
Previous wording
We enter into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and are, therefore, subject to varying degrees of market and credit risk. In the normal course of business, our customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose us to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and we are forced to purchase or sell the financial instrument underlying the contract at a loss. There were no material losses for unsettled customer transactions for the three and nine months ended September 30, 2025 and 2024. Refer to Note 16 – Financial Instruments with Off-Balance Sheet Risk for additional detail.
Current wording
We enter into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and are, therefore, subject to varying degrees of market and credit risk. In the normal course of business, our customer activities involve the execution, settlement, and financing of various customer securities transactions. These activities may expose us to off-balance sheet risk in the event the customer or other broker is unable to fulfill their contracted obligations and we are forced to purchase or sell the financial instrument underlying the contract at a loss. There were no material losses for unsettled customer transactions for the three months ended March 31, 2026 and 2025. Refer to Note 16 – Financial Instruments with Off-Balance Sheet Risk for additional detail.
Previous wording
As of both September 30, 2025 and December 31, 2024, we recorded an uncertain tax position of $1,354,000 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 March 31, 2026 and December 31, 2025, the Company recorded an uncertain tax position of $63,000 related to various tax matters, which is included in the line item “Taxes receivable” in the statements of financial condition.
Previous wording
Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. As of September 30, 2025, there have been no changes to our critical accounting policies or estimates.
Current wording
Certain of our accounting policies that involve a higher degree of judgment and complexity are discussed in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K. As of March 31, 2026, there have been no changes to our critical accounting policies or estimates other than the below.
Previous wording
In November 2024, the FASB issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. ASU 2024-03 will be effective for us for annual periods beginning after December 15, 2025, though early adoption is permitted. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and we anticipate the amendments will require significant changes to our expense disclosures.
Current wording
In November 2024, the FASB issued ASU “2024-03”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). The ASU is intended to enhance the transparency and decision usefulness of income statement expense disclosures by requiring greater disaggregation of certain expense categories. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and we anticipate the amendments will require significant changes to our expense disclosures.
Previous wording
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other- Internal-Use Software” (“ASU 2025-06”). The ASU is intended to modernize and clarify the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for the Company for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. We are evaluating the impact of the standard on our disclosures.
Current wording
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other- Internal-Use Software” (“ASU 2025-06”). The ASU is intended to modernize and clarify the threshold for when an entity is required to start capitalizing software costs and is based on when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for Siebert for fiscal years beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. We are evaluating the impact of the standard on our disclosures.
Previous wording
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments-Credit Losses” (“ASU 2025-05”). The ASU is intended to provide an optional practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. ASU 2025-05 will be effective for the Company for fiscal years beginning after December 15, 2025, and interim reporting periods, with early adoption permitted. We are evaluating the impact of the standard on our financial statements.
Current wording
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments-Credit Losses” (“ASU 2025-05”). The ASU is intended to provide an optional practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. ASU 2025-05 will be effective for Siebert for fiscal years beginning after December 15, 2025, and interim reporting periods, with early adoption permitted. We adopted the standard in the three months ended March 31, 2026 and the adoption of ASU 2025-05 did not have a material impact on our financial statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In addition, in periods of reduced financial market activity, or lower revenue generation from our developing business lines, profitability is likely to be adversely affected because certain expenses remain relatively fixed, including salaries and related costs, as well as portions of communications costs and occupancy expenses. Accordingly, earnings for any period should not be considered representative of earnings to be expected for any other period.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Statements of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
Stock borrow / stock loan for the nine months ended September 30, 2025 was $22,407,000 and increased by $7,829,000 from the corresponding period in the prior year, primarily due to growth in stock locate services and securities lending businesses.
Previous report — wording carried elsewhere
Technology and communications expenses for the nine months ended September 30, 2025 were $3,680,000 and increased by $777,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure.
Previous report — wording carried elsewhere
Data processing expenses for the nine months ended September 30, 2025 were $3,242,000 and increased by $865,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure.
Previous report — wording carried elsewhere
Provision For (Benefit From) Income Taxes
Previous report — wording carried elsewhere
Net Income (Loss) Attributable to Noncontrolling Interests
Previous report — wording carried elsewhere
As of September 30, 2025, $1 million was outstanding related to the above Credit Agreement.