SIEBERT FINANCIAL CORP

1. Organization and Basis of Presentation

Organization

Siebert Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through its wholly-owned subsidiaries:

For purposes of this Report on Form 10-Q, the terms “Siebert,” “Company,” “we,” “us,” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, GM, and SCRYP collectively, unless the context otherwise requires.

Effective December 2025, the Company formed SCRYP by filing a Certificate of Formation in the State of Delaware. As of March 31, 2026, SCRYP had not commenced any operations.

In April 2026, the Company formed Gebbia Holdings, LLC, and Gebbia Sports, LLC, by filing a Certificate of Formation with the Florida Department of State, Division of Corporations. Subsequent to these corporate actions, both Gebbia Media, LLC, and Gebbia Sports, LLC, are wholly owned subsidiaries of Gebbia Holdings, LLC. Gebbia Holdings, LLC, is a wholly owned subsidiary of the Company.

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The Company is headquartered in Miami Beach, FL with primary operations in Florida, New York, and California. The Company has 13 branch offices throughout the U.S. and clients around the world. The Company’s SEC filings are available through the Company’s website at www.siebert.com, where investors can obtain copies of the Company’s public filings free of charge. The Company’s common stock, par value $0.01 per share, trades on the Nasdaq Capital Market under the symbol “SIEB.”

The Company operatestwo reportable segments, Financial Services, and Media, Sports and Entertainment. Financial Services is the Company’s primary segment and includes the Company’s broker-dealer and related financial services operations. Media, Sports and Entertainment includes the Company’s entertainment and sports management and related marketing, advertising, and production activities. All of the Company's revenues for the three months ended March 31, 2026 and 2025 were derived from its operations in the U.S.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (“financial statements”) of the Company have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual financial statements. The U.S. dollar is the functional currency of the Company and numbers are rounded for presentation purposes.

In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring entries) necessary to fairly present such interim results. Interim results are not necessarily indicative of the results of operations which may be expected for a full year or any subsequent period. These financial statements should be read in conjunction with the financial statements and notes thereto in the Company’s 2025 Form 10-K.

Reclassification

Certain prior year amounts have been reclassified to conform with current year presentation. The reclassification had no impact on previously reported assets or liabilities and did not result in a change in revenue or net income for the periods presented.

Principles of Consolidation

The financial statements include the accounts of Siebert and its wholly-owned consolidated subsidiaries. Upon consolidation, all intercompany balances and transactions are eliminated.

For consolidated subsidiaries that are not wholly-owned, the third-party holdings of equity interests are referred to as noncontrolling interests. The net income or loss attributable to noncontrolling interests for such subsidiaries is presented as net income or loss attributable to noncontrolling interests in the consolidated statements of operations. The portion of total equity that is attributable to noncontrolling interests for such subsidiaries is presented as noncontrolling interests in the consolidated statements of financial condition. For the three months ended March 31, 2026, all subsidiaries are wholly-owned.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 2 – Summary of Significant Accounting Policies in the Company’s 2025 Form 10-K. During the three months ended March 31, 2026, except as set forth below, those policies were unchanged during the three months ended March 31, 2026.

Clearing Agreement and Warrant Agreement

During the first quarter of 2026, RISE entered into a clearing arrangement with Green Pier Fintech LLC (“Green Pier”), an indirect wholly owned subsidiary of Fidelity Management and Research LLC (“FMR”). In connection with the arrangement, on March 2, 2026, RISE issued FMR a warrant to purchase up to 700 LLC units, subject to vesting over three years, and entered into a related side letter. The Company concluded that the warrant, as modified by the side letter, is an equity-classified share-based payment award. Accordingly, the warrant is measured at fair value on the grant date and the warrant is not subject to subsequent remeasurements so long as they continue to meet criteria for equity classification over the requisite service period, with remeasurement at fair value at each reporting date until settlement, expiration, or forfeiture. The clearing arrangement is accounted for separately as an executory service arrangement, and related fees are recognized as incurred. The Company recognizes share-based compensation expense over the nonemployee’s vesting period as services are received. As of March 31, 2026, the Company recognized $100,000 of share-based compensation expense related to the warrant, which is included in the line item “Clearing fees, including execution costs” on the statements of operations.

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Investment in Equity Security

In the first quarter of 2025, the Company 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 restricted shares owned by the Company 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.

There was significant volatility in the price of the shares, and in the three months ended March 31, 2025, the Company recorded an unrealized gain of approximately $9.2 million as the per share price closed at $85.31 on March 31, 2025. In June 2025, after the lifting of contractual sale restrictions, the Company sold the majority of its Investment in Equity Security for an average price of $19.00 per share. The Company recognized a gain of $2.4 million related to this investment after selling our position. Additional details are provided in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.

2. New Accounting Standards

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company is currently evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and anticipates the amendments will require significant changes to the Company’s expense disclosures.

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. The Company is evaluating the impact of the standard on its disclosures.

Accounting Standards Adopted in Fiscal 2026

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. The Company 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 its financial statements.

Other than the above, the Company did not adopt any new accounting standards during the three months ended March 31, 2026. In addition, the Company has evaluated other recently issued accounting standards and does not believe that any of these standards will have a material impact on the Company’s financial statements and related disclosures as of March 31, 2026.

3. Asset Acquisition

On April 30, 2025, the Company acquired certain assets from Big Machine Label Group RLS LLC (“BMLG”) related to music masters, including associated copyrights and artwork. The Company acquired these assets to expand its music business line and this transaction was accounted for as an asset purchase, in accordance with ASC 805, Business Combinations, because substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset which is the recorded masters. The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000. The entire cost was allocated to the recorded masters intangible asset, which is included in the line item “Intangible assets, net” and will be amortized on a straight-line basis over an estimated useful life of 8.5 years, reflecting the contractual licensing periods with the artists.

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The purchase price was allocated as follows:

4. Receivables From, Payables To, and Deposits With Broker-Dealers and Clearing Organizations

Amounts receivable from, payables to, and deposits with broker-dealers and clearing organizations consisted of the following as of the periods indicated:

Under the DTCC shareholders’ agreement, MSCO is required to participate in the DTCC common stock mandatory purchase. As of both March 31, 2026 and December 31, 2025, MSCO had shares of DTCC common stock valued at approximately $1.4 million, which are included within the line item “Deposits with broker-dealers and clearing organizations” on the statements of financial condition. The share value is updated annually, as of February 26, 2026 and for the year ended December 31, 2025, based on the release of DTCC’s annual amended and restated shareholder agreement.

In September 2022, MSCO and RISE entered into a clearing agreement whereby RISE would introduce clients to MSCO. Refer to Note 21 – Related Party Disclosures for more detail.

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5. Fair Value Measurements

Overview

ASC 820 defines fair value, establishes a framework for measuring fair value as well as a hierarchy of fair value inputs. Refer to the below as well as Note 2 – Summary of Significant Accounting Policies in the Company’s 2025 Form 10-K for further information regarding fair value hierarchy, valuation techniques and other items related to fair value measurements.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below present, by level within the fair value hierarchy, financial assets and liabilities, measured at fair value on a recurring basis for the periods indicated. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement.

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The Company had U.S. government securities with the market values and maturity dates for the periods indicated below.

Financial Assets and Liabilities Not Carried at Fair Value

Financial assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value either due to their short-term nature, or in the case of long-term assets or liabilities, management has determined the difference in the carrying value and fair value is immaterial. The tables below represents financial instruments in which the ending balances as of March 31, 2026 and December 31, 2025 are not carried at fair value in the statements of financial condition:

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6. Property, Office Facilities, and Equipment, Net

Property, office facilities, and equipment consisted of the following as of the periods indicated:

Total depreciation expense for property, office facilities, and equipment was $309,000 and $242,000 for the three months ended March 31, 2026 and 2025, respectively.

Office facilities include leasehold improvements and furniture, fixtures and other physical components of the workplace environment. Leasehold improvements generally include build-outs and modifications made to leased office spaces such as interior construction, electrical and data infrastructure, and other enhancements made to prepare the facilities for the Company’s operational use. Additions to leasehold improvements were $69,000 and $123,000 for the three months ended March 31, 2026 and 2025, respectively.

Additions for furniture, fixtures, and other physical components of the workplace environment were $34,000 and $46,000, for the three months ended March 31, 2026 and 2025, respectively. Equipment additions for the three months ended March 31, 2026 and 2025 were $66,000 and $39,000, respectively.

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7. Software, Net

Software consisted of the following as of the periods indicated:

The Company works with various technology vendors to support the development of online platforms for the Company’s retail customer base and corporate services clients, a mobile retail trading application, as well as upgrades to the Company’s technological and operational infrastructure to support these platforms and future growth (“Retail Platform”). The total capitalized software development cost related to the Retail Platform was $6,343,000 as of March 31, 2026.

Software development totaling $190,000 and $3,580,000 of the Retail Platform were placed into service in the three months ended March 31, 2026 and 2025, respectively. Total amortization of software was $320,000 and $125,000 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company estimates the following future amortization of software assets:

8. Leases

As of March 31, 2026, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring in 2026 through 2029. The Company elected not to include short-term leases (i.e., leases with initial terms of less than twelve months), or equipment leases (deemed immaterial) on the statements of financial condition. The Company leases some miscellaneous office equipment, but they are immaterial and therefore the Company records the costs associated with this office equipment on the statements of operations rather than capitalizing them as lease right-of-use assets. The balance of the lease right-of-use assets and lease liabilities are displayed on the statements of financial condition and the below tables display further detail on the Company’s leases.

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Lease Commitments

Future annual minimum payments for operating leases with initial terms of greater than one year as of March 31, 2026 were as follows:

In January 2026, the Company entered into a ten-year lease agreement for an office space located in West Hollywood, CA with a commencement date of July 2026. This branch office contains approximately 10,000 square feet of interior and exterior space, and the average annual rent is $681,000.

9. Goodwill and Other Intangible Assets, Net

Goodwill

As of March 31, 2026 and December 31, 2025, the Company’s carrying amount of goodwill was $1,989,000 and $2,319,000, respectively. As of March 31, 2026, $1,989,000 of the Company’s carrying amount of goodwill came from the Company’s acquisition of RISE and $330,000 came from the Company’s acquisition of GM. During the three months ended March 31, 2026, management identified indicators related to the Media, Sports, and Entertainment reporting unit, including the reporting unit’s operating results, revised outlook, and changes in market capitalization.

As a result, the Company performed a quantitative goodwill impairment assessment for the Media, Sports and Entertainment reporting unit. Based on this assessment, management concluded that the carrying amount of the reporting unit exceeded its fair value by an amount greater than the goodwill assigned to the reporting unit. The analysis indicated that the estimated fair value of the reporting unit was below its updated carrying amount as of March 31, 2026.

The decline in fair value was primarily attributable to higher start-up, artist-development, marketing, production, personnel, and infrastructure costs than originally anticipated, as well as fewer artist/talent contracts and related revenue-generating opportunities materializing than initially projected. These factors reduced forecasted cash flows and delayed the reporting unit’s expected path to profitability. The discounted cash flow analysis included significant assumptions related to revenue growth, timing of artist/talent contract activity, artist-development and production costs, marketing spend, personnel costs, expected timing of profitability, and the discount rate. The fair value estimate is sensitive to changes in these assumptions, including the timing and amount of future revenue-generating opportunities and the reporting unit’s ability to scale operating costs.

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Accordingly, the Company recorded a noncash goodwill impairment charge of $330,000 during the three months ended March 31, 2026, representing the full carrying amount of goodwill assigned to the Media, Sports, and Entertainment reporting unit. The impairment charge is included in the line item “Goodwill impairment” in the statements of operations. The Company also evaluated its Financial Services reporting unit and concluded that no impairment existed as of March 31, 2026.

Other Intangible Assets, Net

As a result of the Company’s acquisition of GM in 2024, the Company acquired an intangible asset consisting of a GM artist contract, the fair value of which was $778,000 as of the acquisition date. Amortization commenced upon acquisition and is recognized over its estimated useful life of 4 years. Amortization expense for this intangible asset was $48,000 for both the three months ended March 31, 2026 and 2025.

On April 30, 2025, the Company acquired certain assets from BMLG related to music masters, including associated copyrights and artwork. The acquisition was accounted for as an asset purchase, in accordance with ASC 805, Business Combinations, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset which is the recorded masters. The entire cost of $441,000 was allocated to the recorded masters intangible asset, which is amortized on a straight-line basis over an estimated useful life of 8.5 years, reflecting the contractual licensing periods with the artists. Amortization expense for this intangible asset was $13,000 for the three months ended March 31, 2026.

As of March 31, 2026, the Company estimates the following future amortization of its intangible assets:

During the three months ended March 31, 2026, the Company identified indicators of impairment related to the GM artist contract intangible asset associated with the Media, Sports and Entertainment reporting unit, primarily due to changes in the expected economics of the related artist contract and lower-than-expected performance of related revenue opportunities. These factors reduced projected cash flows, and the Company performed a recoverability assessment under ASC 360.

Based on the assessment, the Company determined that the carrying amount of the asset was not recoverable and recorded a noncash impairment charge of $454,000, representing the full remaining net carrying amount of the affected asset. The impairment charge is included in “Intangible asset impairment” in the statements of operations, and following the impairment, no remaining carrying value was assigned to the affected asset.

10. Investments, Cost

In the second quarter of 2025, the Company made strategic investments for a total of $2.0 million in Fusion IQ, a cloud-native digital wealth management platform for financial advisors and institutions. As of March 31, 2026, the Company maintained a 4% ownership interest in FusionIQ. As part of its investment in FusionIQ, the Company has certain voting rights as protective provisions requiring the Company’s consent to amend the operating agreement, pay dividends, incur indebtedness in excess of $750,000 or enter into a related party transaction of $100,000 or more. The investment does not have a readily determinable fair value since FusionIQ is a private company and its shares are not publicly traded. Accordingly, the Company elected the measurement alternative under ASC 321, whereby the investment is measured at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer.

In December 2025, Fusion IQ issued a convertible promissory note to the Company in the principal amount of $350,000. The note accrues interest at a simple annual rate of 12% from the date of issuance. The principal balance and accrued interest are payable at any time on or after the one-year anniversary of the issuance date, at the election of FusionIQ or upon demand by the holder, unless earlier converted into equity interests. As of both March 31, 2026 and December 31, 2025, the Company recorded $2.0 million in “Investments, cost” and $350,000 in “Notes receivables” on the statements of financial condition related to these transactions. As of March 31, 2026, management concluded that its investment in FusionIQ was not impaired and that no additional events or changes in circumstances were identified that could have a significant effect on the original valuation of the investment.

In the first quarter of 2026, the Company made a $2.5 million investment in Arqitech, Inc. (“Arqitech”), consisting of $0.5 million in common stock and $2.0 million in debt. 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 institutions. As part of the investment, the Company expects to receive repayment of $2.0 million of debt commencing in July 2026. As of March 31, 2026, the Company recorded $0.5 million in “Investments, cost” and $2.0 million in “Notes receivables” on the statements of financial condition related to this investment.

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11. Long-Term Debt

Mortgage with East West Bank

Overview

On December 30, 2021, the Company purchased the Miami office building for approximately $6.8 million, and the Company entered into a mortgage with East West Bancorp, Inc. (“East West Bank”) for approximately $4 million to finance part of the purchase of the Miami office building as well as $338,000 to finance part of the build out of the Miami office building. As of March 31, 2026 and December 31, 2025, the Company’s outstanding balance of the mortgage was $4,116,000 and $4,140,000, respectively.

The Company’s obligations under the mortgage are secured by a lien on the Miami office building and the term of the loan isten years. The repayment schedule will utilize a 30-year amortization period, with a balloon on the remaining amount due at the end of ten years. The interest rate is 3.6% for the first 7 years, and thereafter the interest rate will be at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan will not be less than 3.6%. As part of the agreement, the Company must maintain a debt service coverage ratio of 1.4 to 1. The loan is subject to a prepayment penalty over the first five years which is calculated as a percentage of the principal amount outstanding at the time of prepayment. This percentage is 5% in the first year and decreases by 1% each year thereafter, with the prepayment penalty ending after 5 years. As of March 31, 2026, the Company was in compliance with all of its covenants related to this agreement.

Remaining Payments

Future remaining annual minimum principal payments for the mortgage with East West Bank as of March 31, 2026 were as follows:

The interest expense related to this mortgage was $37,000 and $38,000 for the three months ended March 31, 2026, and 2025, respectively. As of March 31, 2026, the interest rate for this mortgage was 3.6%.

12. Deferred Contract Incentive

Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extended the term of the arrangement for an additional four-year period ending July 31, 2025. Under this amendment, the Company received a one-time business development credit of $3.0 million and four annual credits of $100,000. These amounts were recorded in the line item “Deferred contract incentive” on the statements of financial condition and were recognized as contra expense within “Clearing fees, including execution costs” on the statements of operations - the business development credit over four years and the annual credits overone year. The 2021 amendment term was completed as of July 31, 2025 and there were no early termination fees recognized during the period of this arrangement.

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Effective September 29, 2025, MSCO entered into a subsequent amendment to its clearing agreement with NFS, extending the term of the arrangement for an additional five-year period, commencing September 26, 2025 and ending October 1, 2030. In connection with this amendment, the Company received a one-time business development credit of $4.8 million, which is recorded in “Deferred contract incentive” on the statements of financial condition and will be recognized as a contra expense over thefive-year contract term within “Clearing fees, including execution costs.” The amendment also includes an early termination fee provision. Refer to Note 18 – Commitments, Contingencies, and Other for further information.

In relation to these agreements, the Company recognized $240,000 and $213,000 in contra expense for the three months ended March 31, 2026, and 2025, respectively. As of March 31, 2026 and December 31, 2025, the balance of the deferred contract incentive was approximately $4.3 million and $4.6 million, respectively.

13. Revenue Recognition

Refer to Note 2 – Summary of Significant Accounting Policies in Company’s 2025 Form 10-K for detail on the Company’s primary sources of revenue and the corresponding accounting treatment. There wereno significant changes to the Company’s accounting policies for the three months ended March 31, 2026 for revenue recognition.

Disaggregation of Revenue

The Company generated a significant portion of its revenue from financial instruments comprising of margin revenue, securities lending, principal transactions and proprietary trading, and interest revenue. These net interest and other revenues are not within the scope of Topic 606, because they are generated from financial instruments covered by various other areas of GAAP. Market making activities are not within the scope of Topic 606, as they do not meet the definition of a contract with a customer under the standard. Consequently, revenue and expenses related to market making activity are accounted for separately and not included in the revenue figures presented in accordance with Topic 606.

The Company also has fee revenue and transaction revenue which are within the scope of Topic 606, Revenue from Contracts with Customers. Topic 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

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The table below presents detailed information on the Company’s recognition of revenue from contracts with customers as well as revenues from financial instruments, which are outside the scope of Topic 606, by major types of services for the periods indicated.

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14. Income Taxes

The Company’s provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. As of March 31, 2026, the Company has concluded that its deferred tax assets are realizable on a more-likely-than-not basis with the exception of investments that are expected to generate capital losses when realized.

For the three months ended March 31, 2026, the Company recorded an income tax benefit of $895,000 on pre-tax book loss of $2,867,000. The effective tax rate for the three months ended March 31, 2026 was 31%. The effective tax rate differs from the federal statutory rate of 21% primarily related to certain permanent tax differences and state and local taxes.

For the three months ended March 31, 2025, the Company recorded an income tax provision of $1,835,000 on pre-tax book income of $10,496,000. The effective tax rate for the three months ended March 31, 2025 was 17%. The effective tax rate differs from the federal statutory rate of 21% primarily related to the Company’s ability to utilize certain deferred tax assets for capital loss carryforwards to offset expected capital gains on its Investment in Equity Security. These capital loss carryforwards were not previously realizable on a more-likely-than-not basis and the Company has reversed a portion of its valuation allowance resulting in an income tax benefit.

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.

15. Capital Requirements

MSCO

Net Capital

MSCO is subject to the Uniform Net Capital Rules of the SEC (Rule 15c3-1) of the Exchange Act. Under the alternate method permitted by this rule, net capital, as defined, shall not be less than the lower of $1 million or 2% of aggregate debit items arising from customer transactions. As of March 31, 2026, MSCO’s net capital was $56.2 million, which was approximately $54.4 million in excess of its required net capital of $1.8 million, and its percentage of aggregate debit balances to net capital was 62.48%.

As of December 31, 2025, MSCO’s net capital was $61.7 million, which was approximately $60.0 million in excess of its required net capital of $1.7 million, and its percentage of aggregate debit balances to net capital was 72.52%.

MSCO is also subject to CFTC’s minimum financial requirements which require that the Company maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1. As of March 31, 2026, MSCO’s net capital was $56.2 million, which was approximately $56.2 million in excess of its required net capital of $45,000.

As of December 31, 2025, MSCO’s net capital was $61.7 million, which was approximately $61.7 million in excess of its required net capital of $45,000.

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Special Reserve Account

MSCO is subject to Customer Protection Rule 15c3-3 which requires segregation of funds in a special reserve account for the exclusive benefit of customers.

As of March 31, 2026, MSCO had cash and securities deposits of $165.4 million (cash of $127.6 million, securities with a fair value of $37.8 million) in the special reserve accounts which was $8.4 million in excess of the deposit requirement of $157.0 million. After adjustments for deposit(s) and / or withdrawal(s) made on April 1, 2026, MSCO had $1.4 million in excess of the deposit requirement.

As of December 31, 2025, MSCO had cash and securities deposits of $184.3 million (cash of $149.7 million, securities with a fair value of $34.6 million) in the special reserve accounts which was $15.1 million in excess of the deposit requirement of $169.2 million. MSCO made no subsequent deposits or withdrawals on January 2, 2026.

As of March 31, 2026, MSCO was subject to the PAB Account Rule 15c3-3 of the SEC which requires segregation of funds in a special reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers. As of March 31, 2026, MSCO had $2.5 million in the special reserve account which was approximately $1.5 million in excess of the deposit requirement of approximately $1.0 million. After adjustments for deposit(s) and / or withdrawal(s) made on April 1, 2026, MSCO had $0.2 million in excess of the deposit requirement.

As of December 31, 2025, MSCO had $1.3 million in the special reserve account which was approximately $0.2 million in excess of the deposit requirement of approximately $1.1 million. MSCO made no subsequent deposits or withdrawals on January 2, 2026.

RISE

Net Capital

RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. RISE is also subject to the CFTC’s minimum financial requirements which require that RISE maintain net capital, as defined, equal to the greater of its requirements under Regulation 1.17 under the Commodity Exchange Act or Rule 15c3-1.

As of March 31, 2026, RISE’s net capital was approximately $1.2 million which was approximately $0.9 million in excess of its minimum requirement of $250,000 under 15c3-1 and approximately $1.1 million in excess of its minimum requirement of $45,000 under CFTC 1.17.

As of December 31, 2025, RISE’s net capital was approximately $1.2 million which was approximately $0.9 million in excess of its minimum requirement of $250,000 under 15c3-1 and approximately $1.1 million in excess of its minimum requirement of $45,000 under CFTC 1.17.

16. Financial Instruments with Off-Balance Sheet Risk

The Company enters into various transactions to meet the needs of customers, conduct trading activities, and manage market risks and is, therefore, subject to varying degrees of market and credit risk. Refer to the below as well as Note 18 – Financial Instruments with Off-Balance Sheet Risk in the Company’s 2025 Form 10-K for further information.

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As of March 31, 2026, the Company had margin loans extended to its customers of approximately $392.0 million, of which $77.9 million is within the line item “Receivables from customers” on the statements of financial condition. As of December 31, 2025, the Company had margin loans extended to its customers of approximately $378.9 million, of which $73.5 million is in the line item “Receivables from customers” on the statements of financial condition. There wereno material losses for unsettled customer transactions for the three months ended March 31, 2026 and 2025.

The following table presents information about the Company’s securities borrowing and lending activity depicting the potential effect of rights of setoff between these recognized assets and liabilities.

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17. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025.

Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated by adjusting the weighted-average number of common shares outstanding for the potential dilutive effect of securities, if applicable. For the three months ended March 31, 2026 and 2025, the Company had 805,000 and 300,000 antidilutive shares outstanding, respectively. These restricted stock units were excluded from the computation of diluted net income per share because the effect would be anti-dilutive.

18. Commitments, Contingencies, and Other

Legal and Regulatory Matters

In the normal course of business, the Company may be subject to various proceedings and claims arising from its business activities, including lawsuits, arbitration claims and regulatory matters. The Company is also involved in other reviews, investigations and proceedings by governmental and self-regulatory organizations regarding the business, which may result in adverse judgments, settlements, fines, penalties, injunctions and other relief. In many cases, however, it is inherently difficult to determine whether any loss is probable or reasonably possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages. In the Company’s opinion, based on currently available information, the ultimate resolution of current matters will not have a material adverse impact on the Company’s financial position and results of operations as of March 31, 2026. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period.

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Overnight Financing

As of both March 31, 2026 and December 31, 2025, MSCO had an available line of credit for short term overnight demand borrowing with BMO Harris Bank (“BMO Harris”) of up to $25 million. As of those dates, MSCO had no outstanding loan balance and there were no commitment fees or other restrictions on the line of credit. The Company utilizes customer or firm securities as a pledge for short-term borrowing needs.

The interest expense for this credit line was $0 and $1,000 for the three months ended March 31, 2026 and 2025, respectively. There was a commitment fee of $3,000 and $2,000 associated with the utilization of this credit line for the three months ended March 31, 2026 and 2025, respectively.

BMO Credit Agreement

On November 22, 2024, MSCO entered into a Credit Agreement (the “BMO Credit Agreement”) with BMO Bank N.A. (“BMO”), a national banking association. The BMO Credit Agreement provides for a revolving credit facility of up to $20,000,000. The Company 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, the MSCO entered into a Parent Guaranty agreement with Siebert guaranteeing repayment of any debt issued to MSCO. Effective November 22, 2025, MSCO renewed the BMO Credit Agreement with BMO until November 20, 2026.

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. The Company was in compliance with the requirements of the BMO credit agreement as of March 31, 2026.

There wasno interest expense for the BMO Credit Agreement for the three months ended March 31, 2026 or 2025. The Company incurred commitment fees of $26,000 and $21,000 for the three months ended March 31, 2026 and 2025, respectively.

EWB Credit Agreement

On August 15, 2024, the Company entered into a Loan and Security Agreement (the “EWB Credit Agreement”) with East West Bank (“EWB”), a California banking corporation, dated as of July 29, 2024. The EWB Credit Agreement provides for a revolving credit facility of up to $20,000,000. The maturity date of the EWB Credit Agreement is July 29, 2027. The Company may use any borrowings under the EWB Credit Agreement for acquisitions, stock buybacks, and for general corporate purposes in an amount not to exceed $10,000,000. Obligations under the EWB Credit Agreement are guaranteed by John J. Gebbia, the Company’s Chief Executive Officer, Gloria E. Gebbia, a Director of the Company, and John J. Gebbia and Gloria E. Gebbia, as co-trustees of the John and Gloria Living Trust. The amount outstanding related to the EWB Credit Agreement was $5 million as of both March 31, 2026, and December 31 2025. The interest expense for this credit line was $95,000 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Borrowings under the EWB Credit Agreement bear interest on the outstanding daily balance at a rate of interest per annum equal to the greater of: (a) the one-month Term Secured Overnight Financing Rate (“Term SOFR”), as administered by CME Group Benchmark Administration plus 3.15% and (b)7.50%. The origination fee is equal to one half of one percent (0.50%) of the $20,000,000 revolver cap. The EWB Credit Agreement contains customary affirmative covenants and negative covenants and requires the Company to maintain aminimum debt service coverage ratio of not less than 1.35:1.00 and minimum net capital of $43,000,000.

Shelf Registration Statement and At the Market Offering

The Company’s shelf registration statement on Form S-3 and related Sales Agreement were previously disclosed in the 2025 Form 10-K. No shares were sold under the Sales Agreement during the three months ended March 31, 2026. As of the filing date of this Report, because the Company’s public float is below $75.0 million, future primary offerings on Form S-3 are subject to the limitations of General Instruction I.B.6 of Form S-3 known as the “baby shelf rules”.

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NFS Contract

Effective September 29, 2025, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of the arrangement for an additional five-year period commencing on September 26, 2025 and ending October 1, 2030. If the Company chooses to exit this agreement before the end of the contract term, the Company is under the obligation to pay an early termination fee upon occurrence pursuant to the table below:

For the three months ended March 31, 2026 and 2025, there has been no expense recognized for any early termination fees. The Company believes that it is unlikely it will have to make material payments related to early termination fees and has not recorded any contingent liability in the financial statements related to this arrangement.

Media Partnership

On March 4, 2026, the Company entered into a media partnership agreement with a multimedia news platform operator for sponsored programming, branded financial content, and promotional integrations over a term of approximately 50 weeks, commencing March 16, 2026. The total contract value is $1.0 million, payable in a combination of cash and shares of the Company’s common stock, with a portion payable in advance. The agreement is non-cancellable.

The Company recognizes advertising expense as the related services are received. For the three months ended March 31, 2026, the Company recognized approximately $100,000 of advertising expense, which is included in “Advertising and promotion” in the statements of operations. In addition, the Company recorded approximately $200,000 of prepaid advertising for amounts paid in advance, which is included in “Prepaid expenses and other assets” in the statements of financial condition.

General Contingencies

The Company’s general contingencies are included in Note 20 – Commitments, Contingencies, and Other in the Company’s 2025 Form 10-K. Other than the below, there have been no material updates to the Company’s general contingencies during the three months ended March 31, 2026.

The Company is self-insured with respect to employee health claims. As part of this plan, the Company recognized expenses of $416,000 and $385,000 for the three months ended March 31, 2026 and 2025, respectively.

The Company had an accrual of $94,000 and $71,000 as of March 31, 2026 and December 31, 2025, respectively, which represents the estimate of future expense to be recognized for claims incurred during the periods.

The Company believes that its present insurance coverage and reserves are sufficient to cover currently estimated exposures, but there can be no assurance that the Company will not incur liabilities in excess of recorded reserves or in excess of its insurance limits.

19. Segment Reporting

The Company operatestwo reportable segments, Financial Services, and Media, Sports and Entertainment. The Financial Services segment includes the Company’s broker-dealer and related financial services operations. The Media, Sports and Entertainment segment includes the Company’s entertainment and sports management and related marketing, advertising, and production activities.

The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer and evaluates segment performance and allocates resources using operating income, which represents the Company’s measure of segment profit or loss (the “Segment Measure”). The CODM also considers excess net capital as an operational metric in maintaining capital adequacy. Although asset information is provided to the CODM, segment performance is not evaluated based on asset measures; therefore, segment asset disclosures are not presented.

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In accordance with ASC Topic 280, the Company discloses significant expense categories that are regularly reviewed by the CODM.

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20. Employee Benefit Plans

The Company sponsors a defined-contribution retirement plan under Section 401(k) of the Internal Revenue Code that covers substantially all employees (“401(k) plan”). Participant contributions to the 401(k) plan are voluntary and are subject to certain limitations. The Company may also make discretionary contributions to the plan. For 401(k) employee contribution matching, the Company incurred expense of $186,000 and $152,000 for the three months ended March 31, 2026 and 2025, respectively.

On September 17, 2021, the Company’s shareholders approved the Siebert Financial Corp. 2021 Equity Incentive Plan (the “Plan”). The Plan authorizes the issuance of stock options, restricted stock, and other equity-based awards to employees, officers, directors, consultants, affiliates, and other service providers. The Plan originally provided for up to 3,000,000 shares of the Company’s common stock.

On November 18, 2025, at the Annual Shareholder Meeting, shareholders approved an amendment and restatement of the Plan (the “Amended Plan”) to increase the number of shares available and reserved for issuance to 5,000,000. As of March 31, 2026,2,194,000 shares remained available for issuance under the Amended Plan.

The table below presents the Plan awards granted and the related fair values for the three months ended March 31, 2026.

As of March 31, 2026, there was $2,623,000 of total unrecognized compensation cost related to nonvested shares granted. The cost is expected to be recognized over a weighted average period of 3.21 years.

The Company recognized stock-based compensation expense of $832,000 and $554,000 for the three months ended March 31, 2026 and 2025, respectively, which is included in the line item “Employee compensation and benefits”. The Company did not capitalize any stock-based compensation expense for the three months ended March 31, 2026 and 2025.

21. Related Party Disclosures

KCA

KCA owns a license from the Muriel Siebert Estate / Foundation to use the names “Muriel Siebert & Co., Inc.” and “Siebert” within business activities, which expires in 2026. The Company did not pass through any costs for the use of these names for either the three months ended March 31, 2026 and 2025.

KCA has earned no profit for providing any services to the Company as KCA passed through any revenue or expenses to the Company’s subsidiaries for the three months ended March 31, 2026 and 2025.

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PW

PW brokers the insurance policies for related parties. Revenue for PW from related parties was $23,000 and $6,000 for the three months ended March 31, 2026 and 2025, respectively.

Gloria E. Gebbia, John J. Gebbia, and Gebbia Family Members

The three sons of Gloria E. Gebbia and John J. Gebbia hold executive positions within the Company’s subsidiaries and their compensation was in aggregate $1,028,000 and $872,000 for the three months ended March 31, 2026 and 2025, respectively. Part of their compensation includes payments related to key revenue streams.

On May 22, 2023, Gloria E. Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company, to purchase 403,780 shares of common stock of the Company held by Gloria E. Gebbia at an exercise price of $2.15 per share. Refer to Note 6 - Kakaopay Transaction in the Company’s 2025 Form 10-K for further information.

Gebbia Sullivan County Land Trust

The Company operates on a month-to-month lease agreement for its branch office in Omaha, Nebraska with the Gebbia Sullivan County Land Trust, the trustee of which is a member of the Gebbia Family. For the three months ended March 31, 2026 and 2025, rent expense was $10,000 and $15,000 respectively for this branch office. In March 2026, the Gebbia Sullivan County Land Trust terminated the lease agreement with the Company.

EWB Credit Agreement

On August 15, 2024, the Company entered into the EWB Credit Agreement with East West Bank whereby John J. Gebbia and Gloria E. Gebbia, along with the John and Gloria Living Trust, guarantee the Company’s obligations under the EWB Credit Agreement. Refer to Note 18 - Commitments, Contingencies, and Other for more information.

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Kakaopay and Affiliates

On April 27, 2023, the Company entered into a Stock Purchase Agreement with Kakaopay Corporation (“Kakaopay”), pursuant to which the Company issued to Kakaopay 8,075,607 shares of the Company’s common stock at a per share price of Two Dollars Fifteen Cents ($2.15). Refer to Note 6 – Kakaopay Transaction in the Company’s 2025 Form 10-K for further information.

MSCO entered into an agreement whereby it would provide an omnibus trading account for Kakaopay’s subsidiary, Kakaopay Securities Corp., and provide trade execution services to Kakaopay Securities Corp., subject to compliance with applicable U.S. laws, rules and regulations. The Company has earned approximately $177,000 and $0, respectively, during the three months ended March 31, 2026 and 2025, in relation to this agreement.

RISE

MSCO and RISE have a clearing agreement whereby RISE introduces clients to MSCO. As part of the agreement, RISE deposited a clearing fund escrow deposit of $50,000 to MSCO, and had excess cash of approximately $1.0 and $1.1 million in its brokerage account at MSCO as of March 31, 2026 and December 31 2025, respectively. The resulting asset of RISE and liability of MSCO is eliminated in consolidation. There was an interest expense of $8,000 and $9,000 related to this clearing agreement for the three months ended March 31, 2026 and 2025 respectively.

On October 28, 2025, the Company purchased the remaining 32% interest in RISE for $3.7 million from members of the Gebbia family and employees of the Company. Upon completion of the transaction, RISE became a wholly-owned subsidiary of Siebert. Refer to Note 5 - RISE in the Company’s 2025 Form 10-K for further information.

22. Subsequent Events

The Company has evaluated events that have occurred subsequent to March 31, 2026 and through May 15, 2026, the date of the filing of this Report.

Based on the Company’s assessment, there have been no material subsequent events that occurred during such period that would require disclosure in this Report or would be required to be recognized in the financial statements as of March 31, 2026.

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