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What changed in SIEBERT FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SIEBERT FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+195 added−182 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-31)

Top changes in SIEBERT FINANCIAL CORP's 2025 10-K

195 paragraphs added · 182 removed · 137 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Company has hired several experienced professionals with extensive experience in capital markets, M&A, and financial advisory services to lead and develop this growth initiative. These hires represent a significant investment in the Company’s future operations. Siebert AdvisorNXT, Inc. Overview SNXT offers customers our proprietary robo-advisory technology that utilizes trading algorithms initially developed by STCH to create our robo-advisor.
Biggest changeThese hires represent a significant investment in the Company’s future operations. 3 Siebert AdvisorNXT, Inc. Overview SNXT offers customers our proprietary robo-advisory technology that utilizes trading algorithms initially developed by STCH to create our robo-advisor. This technology provides clients with cost-efficient, competitively priced, and automated wealth management solutions intended to maximize portfolio returns based on specific risk tolerance.
SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under the Investment Advisers Act of 1940 (“Advisers Act”), and the CFTC. ● Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency. ● Siebert Technologies, LLC (“STCH”) provides technology development.
SNXT is a New York corporation registered with the SEC as a Registered Investment Advisor (“RIA”) under the Investment Advisers Act of 1940 (“Advisers Act”). ● Park Wilshire Companies, Inc. (“PW”) provides insurance services. PW is a Texas corporation and licensed insurance agency. ● Siebert Technologies, LLC (“STCH”) provides technology development.
Products and Services The products and services offered by SNXT include: ● Managed portfolios ● Separately managed accounts 4 Park Wilshire Companies, Inc. Overview PW is a full-service insurance agency founded in 2010. Through PW, our product offerings include various insurance products such as fixed annuities and property and casualty insurance.
Products and Services The products and services offered by SNXT include: ● Managed portfolios ● Separately managed accounts Park Wilshire Companies, Inc. Overview PW is a full-service insurance agency founded in 2010. Through PW, our product offerings include various insurance products such as fixed annuities and property and casualty insurance.
In addition, those rules and rules of the Chicago Board Options Exchange govern the amount of margin customers must provide and maintain uncovered options in writing. 7 Investment Advisers Act of 1940 SNXT is registered with the SEC as an investment adviser pursuant to the Advisers Act.
In addition, those rules and rules of the Chicago Board Options Exchange govern the amount of margin customers must provide and maintain uncovered options in writing. Investment Advisers Act of 1940 SNXT is registered with the SEC as an investment adviser pursuant to the Advisers Act.
Our common stock, par value $.01 per share trades on the Nasdaq Capital Market under the symbol “SIEB.” Subsidiaries and Business Offerings Muriel Siebert & Co., LLC. Overview MSCO has been providing online and traditional discount brokerage services to clients for over 55 years. MSCO was founded in 1967 by Muriel F.
Our common stock, par value $0.01 per share trades on the Nasdaq Capital Market under the symbol “SIEB.” 1 Subsidiaries and Business Offerings Muriel Siebert & Co., LLC. Overview MSCO has been providing online and traditional discount brokerage services to clients for over 55 years. MSCO was founded in 1967 by Muriel F.
We are committed to providing a workplace that is free from violence, harassment and other unsafe or disruptive conditions, and require our personnel to attend regular training sessions and workshops on those topics. 9
We are committed to providing a workplace that is free from violence, harassment and other unsafe or disruptive conditions, and require our personnel to attend regular training sessions and workshops on those topics. 8
SIPC As a registered broker-dealer and FINRA member organization, MSCO and RISE are required by federal law to belong to SIPC which provides, in the event of the liquidation of a broker-dealer, protection for securities held in customer accounts held by the firm of up to $500,000 per customer, subject to a limitation of $250,000 on claims for cash balances.
We believe that we are in compliance with these requirements. 6 SIPC As a registered broker-dealer and FINRA member organization, MSCO and RISE are required by federal law to belong to SIPC which provides, in the event of the liquidation of a broker-dealer, protection for securities held in customer accounts held by the firm of up to $500,000 per customer, subject to a limitation of $250,000 on claims for cash balances.
In June 2019, the SEC adopted a package of rules and interpretations related to the provision of advice by broker-dealers and investment advisers, including Regulation Best Interest and Form CRS (collectively, these regulations, rules and interpretations are referred to herein as the “Regulation Best Interest Rules”).
Regulation Best Interest Pursuant to the Dodd-Frank Act, the SEC adopted a package of rules and interpretations related to the provision of advice by broker-dealers and investment advisers, including Regulation Best Interest and Form CRS (collectively, these regulations, rules and interpretations are referred to herein as the “Regulation Best Interest Rules”).
Today, MSCO offers a wide range of products and services and is the primary subsidiary of Siebert. 1 Products and Services MSCO offers a wide range of products and services, including the following: ● Self-directed trading ● Market making and fixed income investments ● Stock borrow / stock loan ● Equity compensation plans (Siebert Corporate Services) ● Wealth management / financial advice Additional Information Brokerage and Related Services MSCO offers a wide selection of quality investment services, including broker assisted trades and free online self-service features such as real time quotes, market data, and trading tools.
Products and Services MSCO offers a wide range of products and services, including the following: ● Self-directed trading ● Market making and fixed income investments ● Stock borrow / stock loan ● Equity compensation plans ● Wealth management / financial advice ● Investment banking / capital markets ● Advanced trading Additional Information Brokerage and Related Services MSCO offers a wide selection of quality investment services, including broker assisted trades and free online self-service features such as real time quotes, market data, and trading tools.
By leveraging cutting-edge technology, STCH is positioned to drive the evolution of our products and services, delivering greater efficiency, accessibility, and value to our clients. With a focus on future fintech opportunities, STCH aims to be at the forefront of developing transformative solutions that will cater to both retail and corporate service clients.
By leveraging cutting-edge technology, STCH is positioned to drive the evolution of our products and services, delivering greater efficiency, accessibility, and value to our clients. STCH aims to be at the forefront of developing transformative solutions that will cater to both retail and corporate service clients and drive operational efficiency.
These regulations affect our business operations and impose capital, client protection, and market conduct requirements, among others. 6 Conduct and Training The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets.
These regulations materially affect our business operations, in particular our Financial Services segment, and impose capital, client protection, and market conduct requirements, among others. Conduct and Training The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets.
As of March 11, 2025, we had 146 employees, two of whom were corporate officers. None of our employees are represented by a union, and we believe that relations with our employees are good.
As of March 24, 2026, we had 166 employees, two of whom were corporate officers. None of our employees are represented by a union, and we believe that relations with our employees are good.
Our common stock is registered under Section 12 of the Exchange Act, and we file periodic reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements on Schedule 14.
As of March 24, 2026, we had 166 full-time employees. Our common stock is registered under Section 12 of the Exchange Act, and we file periodic reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements on Schedule 14.
Retail Customer Service MSCO believes that its superior customer service enhances its ability to compete with larger brokerage firms and provides retail customers with personal service via access to dedicated customer service personnel for all of its products and services.
These transactions are serviced by MSCO’s registered representatives. Retail Customer Service MSCO believes that its superior customer service enhances its ability to compete with larger brokerage firms and provides retail customers with personal service via access to dedicated customer service personnel for all of its products and services.
Some of these technology investments include the development of a Siebert mobile trading application, online platform for our retail customer base and corporate services clients, as well as upgrades to our technological and operational infrastructure to support these platforms and future growth.
We have made investments in technology development projects collectively termed as Siebert’s “Retail Platform”. Some of these technology investments include the development of a Siebert mobile trading application, online platform for our retail customer base and corporate services clients, as well as upgrades to our technological and operational infrastructure to support these platforms and future growth.
As part of our strategic initiatives to diversify and create synergies between our enterprises, we acquired a media and entertainment company. Additionally we created an investment advisory committee with several veterans in the entertainment industry. We conduct the following lines of business through our wholly-owned and majority-owned subsidiaries: ● Muriel Siebert & Co., LLC (“MSCO”) provides retail brokerage services.
As part of our strategic initiatives to diversify and create synergies between our enterprises, we acquired a media and entertainment company. We conduct the following lines of business through our wholly-owned and majority-owned subsidiaries: ● Muriel Siebert & Co., LLC (“MSCO”) provides retail brokerage services.
Net Capital As registered broker-dealers, MSCO and RISE are subject to the requirements of the Exchange Act and the rules thereunder relating to broker-dealers, such as minimum net capital requirements under the SEC Uniform Net Capital Rule (Rule 15c3-1) and segregation of fully paid client funds and securities under the SEC Customer Protection Rule (Rule 15c3-3), administered by the SEC and FINRA.
In addition, we are subject to U.S. sanctions programs administered by the Office of Foreign Assets Control. 7 Net Capital As registered broker-dealers, MSCO and RISE are subject to the requirements of the Exchange Act and the rules thereunder relating to broker-dealers, such as minimum net capital requirements under the SEC Uniform Net Capital Rule (Rule 15c3-1) and segregation of fully paid client funds and securities under the SEC Customer Protection Rule (Rule 15c3-3), administered by the SEC and FINRA.
We believe that these ongoing investments in technology will be key to meeting the needs of our retail customers, correspondent clearing, corporate services as well as expand into new markets and demographics. We look to continue to expand this business line and additional product offerings through technology development.
We believe that these ongoing investments in technology will be key to meeting the needs of our retail customers, correspondent clearing, corporate services as well as expand into new markets and demographics.
However, despite the preventive and protective measures in place, in the event of a wide-spread disruption, MSCO’s ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted.
However, despite the preventive and protective measures in place, in the event of a wide-spread disruption, MSCO’s ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted. For more information regarding our business continuity plan, refer to the Business Continuity Statement on our website.
We compete with a wide variety of vendors of financial services for the same customers; however, our success in the financial services industry is a result of our high-quality customer service, responsiveness, products offered, and excellent executions. Regulations Overview The securities industry in the U.S. is subject to extensive regulation under both federal and state laws.
We compete with a wide variety of vendors of financial services for the same customers; however, our success in the financial services industry is a result of our high-quality customer service, responsiveness, products offered, and excellent executions.
Form CRS requires that broker-dealers and investment advisers provide retail investors with a brief summary document containing simple, easy-to-understand information about the nature of the relationship between the parties. Regulation Best Interest and Form CRS had a compliance date of June 30, 2020.
Form CRS requires that broker-dealers and investment advisers provide retail investors with a brief summary document containing simple, easy-to-understand information about the nature of the relationship between the parties. The Regulation Best Interest Rules have impacted the conduct of our business, especially with respect to our business with our retail clients.
STCH is a Nevada limited liability company. ● RISE Financial Services, LLC, (“RISE”) is a Delaware limited liability company and a broker-dealer registered with the SEC, CFTC, FINRA, SIPC and NFA. ● StockCross Digital Solutions, Ltd. (“STXD”) is an inactive subsidiary headquartered in Bermuda. ● Gebbia Entertainment, LLC (“GE”) is a Florida limited liability company and provides media entertainment services.
STCH is a Nevada limited liability company. ● RISE Financial Services, LLC, (“RISE”) is a Delaware limited liability company and a broker-dealer registered with the SEC, CFTC, FINRA, SIPC and NFA. ● StockCross Digital Solutions, Ltd.
Investment Banking and Capital Markets During the first quarter of 2025, the Company established an Investment Banking and Capital Markets division as part of its strategic expansion designed to serve middle-market clients often overlooked by larger financial institutions.
Investment Banking During the first quarter of 2025, the Company established an Investment Banking division as part of its strategic expansion designed to serve middle-market clients often overlooked by larger financial institutions. The Company staffed the investment banking division with experienced professionals with extensive experience in capital markets, M&A, and financial advisory services to lead and develop this growth initiative.
This technology provides clients with cost-efficient, competitively priced, and automated wealth management solutions intended to maximize portfolio returns based on specific risk tolerance. The platform utilizes Nobel Prize-winning Modern Portfolio Theory (“MPT”) to create optimal portfolios for each client. We provide web-based tools to enable clients to monitor and interact with the robo-advisor’s automated portfolio manager application.
The platform utilizes Nobel Prize-winning Modern Portfolio Theory (“MPT”) to create optimal portfolios for each client. We provide web-based tools to enable clients to monitor and interact with the robo-advisor’s automated portfolio manager application.
Failure to maintain the required regulatory net capital may subject a firm to suspension or expulsion by the NYSE or FINRA, as well as certain punitive actions by the SEC and other regulatory bodies, which ultimately could require a firm’s liquidation. 8 Best Execution As explained in SEC guidelines and FINRA rules, brokers are required to seek the “best execution” reasonably available for their clients’ orders.
Failure to maintain the required regulatory net capital may subject a firm to suspension or expulsion by the NYSE or FINRA, as well as certain punitive actions by the SEC and other regulatory bodies, which ultimately could require a firm’s liquidation.
The Regulation Best Interest Rules have impacted the conduct of our business, especially with respect to our business with our retail clients. The need for enhanced documentation for recommendations of securities transactions to broker-dealer retail clients as well as the increased supervision of sales practices and transactions increased the amount of record-keeping and training for our sales staff.
The need for enhanced documentation for recommendations of securities transactions to broker-dealer retail clients as well as the increased supervision of sales practices and transactions increased the amount of record-keeping and training for our sales staff. The related rules and procedures have and may continue to bring increased costs associated with compliance and enhanced technology.
The related new rules and procedures have and may continue to bring increased costs associated with compliance and enhanced technology. We operate pursuant to the Regulation Best Interest Rules and as such, we conduct thorough training of all our employees with respect to the requirements of Regulation Best Interest.
We operate pursuant to the Regulation Best Interest Rules and as such, we conduct thorough training of all our employees with respect to the requirements of Regulation Best Interest.
As FINRA member firms, MSCO and RISE are subject to FINRA rules requiring written anti-money laundering programs. In addition, we are subject to U.S. sanctions programs administered by the Office of Foreign Assets Control.
As FINRA member firms, MSCO and RISE are subject to FINRA rules requiring written anti-money laundering programs.
For purposes of this Annual Report, the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, STXD, and GE, collectively, unless the context otherwise requires. Our headquarters is located at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California.
SCRYP has not yet commenced business operations. For purposes of this Annual Report, 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.
In part, this requires brokers to use reasonable diligence so that the price to the client is as favorable as possible under prevailing market conditions. MSCO and RISE send client orders for execution to a number of market centers, including market makers and exchanges, which encourages competition and ensures redundancy.
MSCO and RISE send client orders for execution to a number of market centers, including market makers and exchanges, which encourages competition and ensures redundancy.
Our management team brings decades of securities finance experience to this division. We have seen positive results in recent years and are committed to continue to expand our securities finance operations. We make markets in multiple exchanges and in over 500 equity securities and fixed income products.
Our management team brings decades of securities finance experience to this division. We make markets in multiple exchanges and in over 500 equity securities and fixed income products. The client service offerings within our Market Making division have evolved with the capital markets and different trading strategies.
Siebert Corporate Services is currently developing an enhanced equity management solution to capture new market opportunities. 2 Independent Retail Execution Services MSCO and its clearing firms monitor order flow in efforts to ensure that customers are getting the best possible trade executions.
We are developing enhanced equity-management offerings designed to better meet emerging market demand. 2 Independent Retail Execution Services MSCO and its clearing firms monitor order flow in efforts to ensure that customers are getting the best possible trade executions. All equity orders are routed in a manner intended to afford MSCO’s customers the most favorable terms on all orders.
Customers may buy or sell fixed income securities, municipal bonds, corporate bonds, mortgage-backed securities, government sponsored enterprises, unit investment trusts, mutual funds, certificates of deposit, and other securities. These transactions are serviced by MSCO’s registered representatives.
MSCO also offers customers execution services through various market centers for an additional fee, providing customers access to numerous market centers before and after regular market hours. Customers may buy or sell fixed income securities, municipal bonds, corporate bonds, mortgage-backed securities, government sponsored enterprises, unit investment trusts, mutual funds, certificates of deposit, and other securities.
The ability of our Market Making division to execute large orders continues to be a strategic advantage in supporting the growth of our Corporate Services division. Corporate Services We are dedicated to helping publicly traded companies and their employees manage their equity compensation plans.
Our strengths include trading experience in domestic markets, enhanced liquidity, and the search for significant price improvement. The ability of our Market Making division to execute large orders continues to be a strategic advantage in supporting the growth of our Corporate Services division.
Our phone number is (310) 385-1861 and our Internet address is www.siebert.com . Information included or available through our website does not constitute a part of this Report. We have 10 branch offices throughout the U.S. and clients around the world. As of March 11, 2025, we had 146 full-time employees.
Our headquarters is located at 653 Collins Avenue, Miami Beach, FL 33139, with primary operations in New York, Florida and California. Our phone number is (310) 385-1861 and our Internet address is www.siebert.com. Information included or available through our website does not constitute a part of this Report.
This revitalized approach reflects our commitment to staying ahead of industry trends and offering a more personalized, impactful experience to our clients. Competition We encounter significant competition from full-commission, online and discount brokerage firms, including zero commission firms, as well as from financial institutions, mutual fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations.
As of December 31, 2025, SCRYP had not commenced operations and the entity is in the preliminary stages of seeking future registration as a Money Services Business and related state money transmitter licenses. 5 Competition We encounter significant competition from full-commission, online and discount brokerage firms, including zero commission firms, as well as from financial institutions, mutual fund sponsors, venture-backed technology and cryptocurrency firms, and other organizations.
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The client service offerings within our Market Making division have evolved with the capital markets and different trading strategies. Our strengths include trading experience in domestic markets, enhanced liquidity, and the search for significant price improvement.
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(“STXD”) is an inactive subsidiary headquartered in Bermuda. ● Gebbia Media, LLC (“GM”) is a Florida limited liability company and provides management and promotion of sports and music talent, as well as in-house production and marketing for the Company. ● Siebert Crypto, LLC (“SCRYP”) is a Delaware limited liability company formed to provide future digital asset-related services.
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Corporate services are a key component of our business, and we leverage our technology partnerships to create a distinct advantage through FIX connection trading and real-time transaction reporting. Siebert Corporate Services primarily supports small and mid-cap public companies.
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We have 13 branch offices throughout the U.S. and clients around the world. We operate and manage our business as two reportable segments: Financials Services and Media, Sports and Entertainment. Our Chief Operating Decision Maker reviews our operating results and allocates resources on a consolidated basis.
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Below are some key points of our strategic outlook and initiatives within Siebert Corporate Services. ● Strategic Shift and Business Evolution: Throughout 2023, Siebert Corporate Services has initiated a strategy shift, transitioning from transaction-based service delivery to focus on the overall client experience. ● Investment in Innovation and Technology: We have made a commitment to innovation and investment in technology that we believe will provide efficiencies and accelerate our service-to-sales model.
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While we conduct our operations through multiple subsidiaries and service offerings (including retail brokerage, investment advisory, insurance services,, investment banking and capital markets and technology development), these activities are managed as part of an integrated broker-dealer and related financial services platform. Additional segment information is included in the notes to our consolidated financial statements.
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This strategic approach is critical in driving future growth in account conversion revenue. ● Future Outlook: Industry consolidation and rising minimum plan value requirements among competitors is creating an underserved market of public issuers looking for new service providers.
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Today, MSCO offers a wide range of products and services and is the primary subsidiary of Siebert.
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All equity orders are routed in a manner intended to afford MSCO’s customers the most favorable terms on all orders. MSCO also offers customers execution services through various market centers for an additional fee, providing customers access to numerous market centers before and after regular market hours.
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Corporate Services We provide corporate services that support publicly traded companies in managing various aspects of their equity-related needs. We believe our offerings are strengthened by technology-driven capabilities that enhance efficiency and client experience. We primarily serve small- and mid-cap issuers and continue to focus on initiatives that expand our presence in this market.
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For more information regarding our business continuity plan, refer to the Business Continuity Statement on our website. 3 We are consistently enhancing technology for both our customers as well as our internal operations. We are currently in the process of developing a new retail platform (“Retail Platform”) for our customers and integrating it into our operations.
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Our strategy emphasizes ongoing investment in innovation and technology to improve operational effectiveness and support future growth. Additionally, shifts within the industry—such as consolidation and evolving service requirements—are creating opportunities to expand our solutions and reach new clients.
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During 2024, we hired a new President of STCH with over 25 years of experience in technology leadership and innovation, changed our primary software development vendor, and made investments in technology development.
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We are consistently enhancing technology across both our customer-facing platforms and our internal operations. We have launched several new technology solutions and continue to develop additional initiatives designed to improve the overall client experience and operational efficiency.
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RISE Financial Services, LLC Overview RISE, a registered broker-dealer with the SEC and a member of FINRA, is currently conducting a comprehensive review of its strategic initiatives to evaluate potential opportunities and determine the most effective course of action for future operations. 5 Gebbia Entertainment, LLC Overview GE is a media entertainment company with reach into the realms of music, entertainment and media.
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We look to continue to expand this business line and additional product offerings through technology development. 4 RISE Financial Services, LLC Overview RISE, a registered broker-dealer with the SEC and a member of FINRA, currently has only limited operating activities. RISE is approved to offer a range of broker-dealer services, including self-directed trading and stock loan and stock borrow services.
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GE has a business partnership with GAMMA Media and L.A Reid LLC for the rights to SIMIEN, a talented group of three sisters from Los Angeles, California who are managed by the globally renowned singer, songwriter and producer, Akon, who also serves as a member of the Company’s advisory committee.
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The entity is continuing to assess its strategic initiatives to evaluate potential opportunities and determine the optimal direction for its future operations.
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Other Business Developments Advisory Committee In 2024, we established a new advisory committee composed of prominent leaders from the finance, technology, sports, and entertainment industries. This committee provides strategic guidance to us as we pursue an ambitious growth strategy.
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Gebbia Media, LLC Overview GM is a media, sports and entertainment company focused on developing and promoting music and sports talent, and producing content across film, television, podcasts, and digital platforms as well as providing services to college and professional athletes.
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The advisory committee includes globally recognized artist and entrepreneur Akon, former NFL athlete and media entrepreneur Brandon Marshall, Wall Street professional Mick Solimene (Managing Director, Monroe Capital), Steven Geskos (Operating Partner, Fifth Down), entertainment entrepreneur Nick Jarjour (CEO, JarjourCo and former Global Head of Song Management at Hipgnosis Songs Fund), and Laura J. Richardson (retired United States Army general).
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GM has expanded through strategic partnerships and acquisitions, including a rock music imprint, and launched a Sports Division to provide services for college and professional athletes.
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Each advisory committee member brings unique expertise and an extensive network to support Siebert’s innovation and expansion. Notably, Akon, known for his entrepreneurial ventures and philanthropic initiatives, has partnered with GE in co-managing SIMIEN, a rising female recording artist group.
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Products and Services The products and services offered by GM include: ● Talent management and representation ● Sports negotiation services ● Marketing services Acquisition of BMR In May 2025, GM acquired Big Machine Rock (“BMR”), the rock division of Big Machine Label Group (“BMLG”). The acquisition represents an expansion of Gebbia Media’s presence in the music and media sectors.
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The advisory committee meets regularly to discuss key opportunities, leveraging their collective experience in an effort to drive our growth and enhance shareholder value. Strategic Initiatives In 2024, we began undertaking a strategic rebranding initiative designed to enhance our digital presence and expand our evolving services.
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Big Machine Rock’s roster includes artists such as Daughtry, Badflower, Sammy Hagar, Olive Vox, and Ryan Perdz. Gebbia Sports In June 2025, GM launched its division which focuses on serving the unique needs of elite college and professional athletes (“Gebbia Sports”).
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As part of this rebranding, we have shifted our focus to provide innovative financial management solutions tailored to a diverse range of clients such as athletes and artists, bridging the gap between traditional finance and creative industries. By integrating cutting-edge technologies, we aim to position ourselves as a forward-thinking leader, delivering relevant and insightful content to our audience.
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Gebbia Sports has signed several NCAA athletes from top programs and universities, including TCU, Villanova, University of Washington, BYU, and Xavier, among others. The division is led by Greg Murphy, a former collegiate basketball player and seasoned financial executive with extensive experience in senior leadership roles at prominent financial institutions.
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Regulation Best Interest Pursuant to the Dodd-Frank Act, the SEC was charged with considering whether broker-dealers should be subject to a standard of care similar to the fiduciary standard applicable to RIAs.
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Siebert Crypto, LLC In December 2025, Siebert formed SCRYP by filing a Certificate of Formation in the State of Delaware.
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Additionally, we created the Regulation Best Interest Rule’s required documents and completed each of the required mailings (both electronic and conventional) prior to the effective date. We believe that the changes made to our business processes resulted in compliance with these new requirements.
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Additionally, our media, sports, and entertainment segment operates in a dynamic and rapidly evolving marketplace that includes a wide range of participants such as media companies, professional sports organizations, streaming services, live event producers, and digital content platforms. Many of these organizations have longer operating histories and larger content libraries, brand presence, distribution channels, and athlete networks.
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As business continues to be conducted under the Regulation Best Interest Rules, it is likely that additional changes may be necessary.
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As a relatively new entrant in this market, we may face challenges in attracting and retaining audiences, clients, and strategic relationships, and our ability to compete effectively in this segment has not yet been fully tested. Regulations Overview The securities industry in the U.S. is subject to extensive regulation under both federal and state laws.
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Best Execution As explained in SEC guidelines and FINRA rules, brokers are required to seek the “best execution” reasonably available for their clients’ orders. In part, this requires brokers to use reasonable diligence so that the price to the client is as favorable as possible under prevailing market conditions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSales of a substantial number of shares of our common stock in the public market by new issuances or through sales by existing shareholders, or the perception in the market that we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and make it more difficult for investors to sell common stock at a time and price that investors deem appropriate. 16 On April 27, 2023, Siebert entered into a Stock Purchase Agreement (the “First Tranche Stock Purchase Agreement”) with Kakaopay Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea, pursuant to which Siebert issued to Kakaopay 8,075,607 shares of Siebert’s common stock, which represented at the time of issuance 19.9% of the outstanding equity securities of Siebert on a fully diluted basis.
Biggest changeSales of a substantial number of shares of our common stock in the public market by new issuances or through sales by existing shareholders, or the perception in the market that we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and make it more difficult for investors to sell common stock at a time and price that investors deem appropriate.
Our subsidiaries, RISE and MSCO, are also regulated by the NFA and function as a registered introducing broker. The laws, rules and regulations, as well as governmental policies and accounting principles, governing our business and the financial services and banking industries generally have changed significantly over recent years and are expected to continue to do so.
Our subsidiaries, RISE and MSCO, are also regulated by the NFA and function as a registered introducing broker. 9 The laws, rules and regulations, as well as governmental policies and accounting principles, governing our business and the financial services and banking industries generally have changed significantly over recent years and are expected to continue to do so.
In the event that the license agreement is terminated, or if the license agreement is not renewed or extended beyond 2026, we may be required to change our name and cease using the name. Any of these events could disrupt our recognition in the marketplace and otherwise harm our business. 15 Our customers may fail to pay us.
In the event that the license agreement is terminated, or if the license agreement is not renewed or extended beyond 2026, we may be required to change our name and cease using the name. Any of these events could disrupt our recognition in the marketplace and otherwise harm our business. Our customers may fail to pay us.
More generally, because our business is closely correlated to the macroeconomic outlook, a significant deterioration in that outlook or an exogenous shock would likely have an immediate negative impact on our overall results of operations. There is intense competition in the brokerage industry.
More generally, because our business is closely correlated to the macroeconomic outlook, a significant deterioration in that outlook or an exogenous shock would likely have an immediate negative impact on our overall results of operations. 15 There is intense competition in the brokerage industry.
In addition, as a result of these risks, our revenues and operating results may be subject to significant fluctuations from quarter to quarter and from year to year. 17 Interest rate changes could affect our profitability. The direction and level of interest rates are important factors in our earnings.
In addition, as a result of these risks, our revenues and operating results may be subject to significant fluctuations from quarter to quarter and from year to year. Interest rate changes could affect our profitability. The direction and level of interest rates are important factors in our earnings.
Although we have not suffered any material or significant losses as a result of the failure of any financial counterparty, any such losses in the future may materially adversely affect our results of operations.
Although we have not suffered any material or significant losses as a result of the failure of any financial counterparty, any such losses in the future may materially adversely affect our results of operations. 16
We have entered into a license agreement with the Muriel Siebert Estate / Foundation under which we have a license to use the “Muriel Siebert” and “Siebert” name until 2026.
We have entered into a license agreement with the Muriel Siebert Estate / Foundation under which we have a license to use the “Muriel Siebert” and “Siebert” name until December 2026.
Gebbia, who is a director of Siebert, the managing member of Kennedy Cabot Acquisition, LLC (“KCA”) and the spouse of Siebert’s Chief Executive Officer, has, along with other family members, the power to nominate six directors to the Board of Directors and owns approximately 42% of our common stock as of December 31, 2024.
Gebbia, who is a director of Siebert, the managing member of Kennedy Cabot Acquisition, LLC (“KCA”) and the spouse of Siebert’s Chief Executive Officer, has, along with other family members, the power to nominate six directors to the Board of Directors and owns approximately 42% of our common stock as of December 31, 2025.
Lower price levels of securities may result in (i) reduced volumes of securities, options and futures transactions, with a consequent reduction in our commission revenues, and (ii) losses from declines in the market value of securities we hold in investment.
Lower price levels in the securities markets may reduce our profitability. Lower price levels of securities may result in (i) reduced volumes of securities, options and futures transactions, with a consequent reduction in our commission revenues, and (ii) losses from declines in the market value of securities we hold in investment.
In addition, some competitors have continued to offer flat rate execution fees that are lower than some of our published rates. Industry-wide changes in trading practices are expected to cause continuing pressure on fees earned by discount brokers for the sale of order flow.
In addition, some competitors have continued to offer zero commission execution fees that are lower than some of our published rates. Industry-wide changes in trading practices are expected to cause continuing pressure on fees earned by discount brokers for the sale of order flow.
Further, if we are not able to update or adapt our products and services to take advantage of the latest technologies and standards, or are otherwise unable to offer services to mobile and desktop computing platforms to a growing self-directed investor market, it could have a material adverse effect on our ability to compete. 18 Lower price levels in the securities markets may reduce our profitability.
Further, if we are not able to update or adapt our products and services to take advantage of the latest technologies and standards, or are otherwise unable to offer services to mobile and desktop computing platforms to a growing self-directed investor market, it could have a material adverse effect on our ability to compete.
Payment of future cash dividends on our common stock will depend on our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay such dividends.
We did not pay any dividends in 2025 or 2024. Payment of future cash dividends on our common stock will depend on our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay such dividends.
While we have never experienced a significant failure of our trading systems, heavy stress placed on our systems during peak trading times could cause our systems to operate at unacceptably low speeds or fail altogether.
This method of trading is heavily dependent on the integrity of the electronic systems supporting it. While we have never experienced a significant failure of our trading systems, heavy stress placed on our systems during peak trading times could cause our systems to operate at unacceptably low speeds or fail altogether.
However, despite the preventive and protective measures in place, in the event of a wide-spread disruption of our systems or those of the third-parties upon whom we rely, our ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted.
However, despite the preventive and protective measures in place, in the event of a wide-spread disruption of our systems or those of the third-parties upon whom we rely, our ability to satisfy the obligations to customers and other securities firms may be significantly hampered or completely disrupted. 10 Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.
In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information. The secure transmission of confidential information over public networks is also a critical element of our operations. In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data.
The secure transmission of confidential information over public networks is also a critical element of our operations. In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data.
The average daily trading volume from January 1, 2024 to December 31, 2024 was approximately 24,327 shares.
The average daily trading volume from January 1, 2025 to December 31, 2025 was approximately 64,709 shares.
In addition, a change in such rules, or the imposition of new rules, affecting the scope, coverage, calculation or amount of such net capital requirements, or a significant operating loss or any unusually large charge against net capital, could have similar adverse effects. 11 Risks Related to Our Technology and Information Systems We rely on information processing and communications systems to process and record our transactions.
In addition, a change in such rules, or the imposition of new rules, affecting the scope, coverage, calculation or amount of such net capital requirements, or a significant operating loss or any unusually large charge against net capital, could have similar adverse effects.
In addition, we cannot assure that we will be able to prevent an extended systems failure in the event of a power or telecommunications failure, an earthquake, terrorist attack, fire or any act of God.
In addition, we cannot assure that we will be able to prevent an extended systems failure in the event of a power or telecommunications failure, an earthquake, terrorist attack, fire or any act of God. Any systems failure that causes interruptions in our operations could have a material adverse effect on our business, financial condition and operating results.
As the breadth and complexity of this infrastructure continues to grow, the potential risk of security breaches and cyber-attacks increases. As a financial services company, we are continuously subject to cyber-attacks by third parties. Any such security breach could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information.
As a financial services company, we are continuously subject to cyber-attacks by third parties. Any such security breach could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information.
It is not possible to determine the extent of the impact of any new laws, regulations or initiatives that may be imposed, or whether any existing proposals will become law.
It is not possible to determine the extent of the impact of any new laws, regulations or initiatives that may be imposed, or whether any existing proposals will become law. Conformance with any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business.
If new industry standards and practices emerge and our competitors release new technology before us, our existing technology, systems and electronic trading services may become obsolete, or our existing business may be harmed.
The electronic financial services industry is characterized by significant structural changes, increasingly complex systems and infrastructures, changes in clients’ needs and preferences, and new business models. If new industry standards and practices emerge and our competitors release new technology before us, our existing technology, systems and electronic trading services may become obsolete, or our existing business may be harmed.
Acquisitions involve risks that could adversely affect our business. We may pursue acquisitions of businesses and technologies.
Risks Related to Our Business Operations Potential strategic acquisitions and other business growth could increase costs and regulatory and integration risks. Acquisitions involve risks that could adversely affect our business. We may pursue acquisitions of businesses and technologies.
Conformance with any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business. 10 We are subject to extensive government regulation and to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm which, in turn, could materially adversely affect our business, results of operations and financial condition.
We are subject to extensive government regulation and to third party litigation risk and regulatory risk which could result in significant liabilities and reputational harm which, in turn, could materially adversely affect our business, results of operations and financial condition. Our business is subject to extensive regulation in the U.S., at both the federal and state level.
Our transactions are typically subject to closing conditions including regulatory approvals and the absence of material adverse changes in the business, operations or financial condition of the entity or part of an entity being acquired or sold.
The purchase price for possible acquisitions could be paid in cash, through the issuance of our common stock or other securities, borrowings or a combination of these methods. 12 Our transactions are typically subject to closing conditions including regulatory approvals and the absence of material adverse changes in the business, operations or financial condition of the entity or part of an entity being acquired or sold.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. 14 Our future ability to pay dividends to holders of our common stock is subject to the discretion of our Board of Directors and will be limited by our ability to generate sufficient earnings and cash flows.
We have purchased liability insurance and cybersecurity insurance with a coverage limit of $15 million and a deductible of $250,000 to mitigate the financial impact of potential cyber-attacks.
We have purchased liability insurance and cybersecurity insurance with a coverage limit of $15 million and a deductible of $250,000 to mitigate the financial impact of potential cyber-attacks. However, our insurance may not be sufficient in type or amount to fully cover claims arising from security breaches, cyber-attacks, and other related incidents.
As part of our growth strategy, we regularly consider and from time to time engage in discussions and negotiations regarding transactions such as acquisitions, mergers, combinations and partnerships within our industry. The purchase price for possible acquisitions could be paid in cash, through the issuance of our common stock or other securities, borrowings or a combination of these methods.
As part of our growth strategy, we regularly consider and from time to time engage in discussions and negotiations regarding transactions such as acquisitions, mergers, combinations and partnerships within our industry.
Our operations rely heavily on information processing and communications systems. Our system for processing securities transactions is highly automated. Failure of our information processing or communications systems for a significant period of time could limit our ability to process a large volume of transactions accurately and rapidly.
Failure of our information processing or communications systems for a significant period of time could limit our ability to process a large volume of transactions accurately and rapidly. This could cause us to be unable to satisfy our obligations to customers and other securities firms and could result in regulatory violations.
It is impossible, however, for us to know when or if such incidents may arise or the business impact of any such incident. As a result of such risks, we have and are likely to incur significant costs in preparing our infrastructure and maintaining it to resist any such attacks.
It is impossible, however, for us to know when or if such incidents may arise or the business impact of any such incident.
Our business is subject to extensive regulation in the U.S., at both the federal and state level. We are also subject to regulation by SROs and other regulatory bodies in the U.S., such as the SEC, the NYSE, FINRA, MSRB, the CFTC and the NFA.
We are also subject to regulation by SROs and other regulatory bodies in the U.S., such as the SEC, the NYSE, FINRA, MSRB, the CFTC and the NFA. MSCO is registered as a broker-dealer in 50 states, the District of Columbia, and Puerto Rico, and RISE is registered as a broker-dealer in 7 states and territories.
Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage. We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our branch offices and with our clients and vendors.
We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our branch offices and with our clients and vendors. As the breadth and complexity of this infrastructure continues to grow, the potential risk of security breaches and cyber-attacks increases.
An increase in volume on our systems or other events could cause them to malfunction. Most of our trade orders are received and processed electronically. This method of trading is heavily dependent on the integrity of the electronic systems supporting it.
As a result of such risks, we have and are likely to incur significant costs in preparing our infrastructure and maintaining it to resist any such attacks. 11 An increase in volume on our systems or other events could cause them to malfunction. Most of our trade orders are received and processed electronically.
Risks Related to Our Common Stock There may be a limited public market for our common stock; Volatility. 13,908,556 shares of our common stock, or approximately 34.4% of our shares of our common stock outstanding, are currently held by non-affiliates as of March 5, 2025.
Failure to successfully manage these risks and costs in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition, and results of operations. 13 Risks Related to Our Common Stock There may be a limited public market for our common stock; Volatility. 14,441,440 shares of our common stock, or approximately 35.3% of our shares of our common stock outstanding, are currently held by non-affiliates as of March 24, 2026.
Any systems failure that causes interruptions in our operations could have a material adverse effect on our business, financial condition and operating results. 13 Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our clients.
Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our clients. We must continue to enhance and improve our technology and electronic services and expect to increase investments in our own technology.
However, our insurance may not be sufficient in type or amount to fully cover claims arising from security breaches, cyber-attacks, and other related incidents. 12 We may be exposed to damage to our business or our reputation by cybersecurity breaches.
We may be exposed to damage to our business or our reputation by cybersecurity breaches.
Removed
MSCO is registered as a broker-dealer in 50 states, the District of Columbia, and Puerto Rico, and RISE is registered as a broker-dealer in 7 states and territories.
Added
Risks Related to Our Technology and Information Systems We rely on information processing and communications systems to process and record our transactions. Our operations rely heavily on information processing and communications systems. Our system for processing securities transactions is highly automated.
Removed
This could cause us to be unable to satisfy our obligations to customers and other securities firms and could result in regulatory violations.
Added
New lines of business or new products and services may subject us to additional risks. We may pursue new lines of business or offer new products and services within existing lines of business, such as Investment banking, GM or Siebert Crypto.
Removed
We must continue to enhance and improve our technology and electronic services and expect to increase investments in our own technology. The electronic financial services industry is characterized by significant structural changes, increasingly complex systems and infrastructures, changes in clients’ needs and preferences, and new business models.
Added
Significant time and resources may be invested in developing and marketing new lines of business and/or new products and services. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible.
Removed
Risks Related to Our Business Operations We previously identified material weaknesses in our internal control over financial reporting and if we fail to maintain an effective system of internal control in the future, this could result in loss of investor confidence and adversely impact our stock price.
Added
Furthermore, customers may fail to accept the new products and services. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences may also impact the successful implementation of a new line of business or a new product or service.
Removed
We reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, a material weakness because we did not design and maintain effective controls over certain information technology (“IT”) or general computer controls for information systems that are relevant to the preparation of the consolidated financial statements.
Added
Furthermore, the burden on management and information technology of introducing any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls.
Removed
Specifically, we did not design and maintain user access controls to ensure appropriate segregation of duties and adequate restricted user and privileged access to financial applications, data and programs to the appropriate personnel.
Added
On April 27, 2023, Siebert entered into a Stock Purchase Agreement (the “First Tranche Stock Purchase Agreement”) with Kakaopay Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea, pursuant to which Siebert issued to Kakaopay 8,075,607 shares of Siebert’s common stock, currently represents 20% of the outstanding equity securities of Siebert.
Removed
During 2024, we also identified material weaknesses relating to (1) our failure to design adequate internal controls surrounding security market values within our back-office stock record system, including the accuracy and completeness of pricing of firm and customers’ fully paid and excess margin securities, and (2) our internal controls surrounding the quarterly securities count lacking sufficient documented review and precision of review to demonstrate the completeness and accuracy of the count performed in accordance with Rule 17a-13 of the Exchange Act.
Removed
As of December 31, 2024, we completed the remediation measures related to the material weaknesses and concluded that our internal control over financial reporting was effective as of December 31, 2024. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly.
Removed
If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price. 14 Potential strategic acquisitions and other business growth could increase costs and regulatory and integration risks.
Removed
Certain employees, directors and affiliates of RISE and Siebert own equity in RISE Financial Services, LLC During the first quarter of 2022, RISE issued, and Siebert sold membership interests in RISE to certain employees, directors, and affiliates of RISE and Siebert ranging from 1% to 2% individually.
Removed
This amount represented, as of the date of this Report, an aggregate of 7% of the total issued and outstanding membership interests in RISE. As of the date of this Report, Gloria E. Gebbia owns approximately 24% of RISE.
Removed
As a result, the interests of the employees, directors, and affiliates of RISE and Siebert who own equity in RISE may differ from the interests of shareholders of Siebert.
Removed
Our future ability to pay dividends to holders of our common stock is subject to the discretion of our Board of Directors and will be limited by our ability to generate sufficient earnings and cash flows. We did not pay any dividends in 2024 or 2023.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+1 added−1 removed15 unchanged
Biggest changeWe continue to maintain systems and ongoing planning measures to minimize the disruption of our services to clients as well as to prevent the loss of data concerning our clients, their financial affairs, and company-privileged information from cybersecurity incidents. 19 Cybersecurity Risk Management & Strategy We utilize the widely recognized National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) as the foundation of our cybersecurity program, with strategic direction aligned to the following core functions: ● Identify: We continuously assess our systems, data, and vulnerabilities to understand our cybersecurity risk profile.
Biggest changeCybersecurity Risk Management & Strategy We utilize the widely recognized National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) as the foundation of our cybersecurity program, with strategic direction aligned to the following core functions: ● Identify: We continuously assess our systems, data, and vulnerabilities to understand our cybersecurity risk profile.
For additional information about these risks, see Part I, Item 1A, - Risk Factors of this Report. 20 Cybersecurity Governance The management and assessment of cybersecurity risks and related risk management processes are handled primarily by our Chief Information Security Officer (“CISO”), whose experience includes approximately 25 years of cybersecurity experience leading and building cybersecurity programs for global Fortune 500 companies.
For additional information about these risks, see Part I, Item 1A, - Risk Factors of this Report. 17 Cybersecurity Governance The management and assessment of cybersecurity risks and related risk management processes are handled primarily by our Chief Information Security Officer (“CISO”), whose experience includes approximately 25 years of cybersecurity experience leading and building cybersecurity programs for global Fortune 500 companies.
As of the filing of this Report, we are not aware of any cybersecurity incidents that occurred during the fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect us, including with respect to our business strategy, results of operations or financial condition.
As of the filing of this Report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents that have materially affected, or are reasonably likely to materially affect us, including with respect to our business strategy, results of operations or financial condition.
Removed
Our cybersecurity program aims to identify, manage, and mitigate cybersecurity risks – both internal and client-facing.
Added
Our cybersecurity program aims to identify, manage, and mitigate cybersecurity risks – both internal and client-facing. We continue to maintain systems and ongoing planning measures to minimize the disruption of our services to clients as well as to prevent the loss of data concerning our clients, their financial affairs, and company-privileged information from cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed0 unchanged
Biggest changeWe operate our business out of the following offices: Approximate Square Feet Corporate Headquarters Miami Beach, FL – 653 Collins Avenue 12,000 Branch Offices Beverly Hills, CA – 190 N Canon 900 Beverly Hills, CA – 9378 Wilshire 3,500 Boca Raton, FL 1,600 Boston, MA 1,700 Calabasas, CA 3,200 Horsham, PA 2,000 Omaha, NE 2,900 Seal Beach, CA 800 Tampa, FL 1,000 New York, NY 8,000
Biggest changeWe operate our business out of the following offices: Approximate Square Feet Corporate Headquarters Miami Beach, FL – 653 Collins Avenue 12,000 Branch Offices Beverly Hills, CA – 190 N Canon 900 Beverly Hills, CA – 9378 Wilshire 3,500 Boca Raton, FL 1,600 Boston, MA 300 Chicago, IL 3,300 Dallas, TX 300 Feasterville-Trevose, PA 1,000 Nashville, TN 4,000 New York, NY 8,000 Seal Beach, CA 800 Tampa, FL 1,000 Washington, D.C. 1,200 Wilmington, NC 800
ITEM 2. PROPERTIES We currently maintain our headquarters and 10 branch offices that customers can visit to obtain market information, place orders, open accounts, deliver and receive checks and securities, and obtain related customer services in person. Nevertheless, most of our activities are conducted on the internet or by telephone and mail.
ITEM 2. PROPERTIES We currently maintain our headquarters and 13 branch offices that customers can visit to obtain market information, place orders, open accounts, deliver and receive checks and securities, and obtain related customer services in person. Such offices are in satisfactory operating condition to conduct business and are used by both reportable segments.
Added
Nevertheless, most of our activities are conducted on the internet or by telephone and mail.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−3 removed1 unchanged
Biggest changeFor information on securities authorized for issuance under our equity compensation plans, see “Item 12.
Biggest changeFor information on securities authorized for issuance under our equity compensation plans, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Based on information available to us, we believe there are approximately 3,328 beneficial holders of our common stock as of March 13, 2025. Dividend Policy No dividends were paid to shareholders during 2024 and 2023.
Based on information available to us, we believe there are approximately 4,140 beneficial holders of our common stock as of March 24, 2026. Dividend Policy No dividends were paid to shareholders during 2025 and 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on the Nasdaq Capital Market, under the symbol “SIEB.” The number of common stockholders of record as of March 11, 2025, was 79. The closing market price per share on that date was $2.22.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on the Nasdaq Capital Market, under the symbol “SIEB.” The number of common stockholders of record as of February 27, 2026, was 96. The closing market price per share on that date was $1.90.
Removed
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Unregistered Sales of Equity Securities and Use of Proceeds On February 22, 2024, the Company granted 150,000 shares of restricted common stock, subject to vesting over the vesting period, as compensation to consultants of the Company.
Removed
The common stock was issued pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). Refer to Note 23 – Employee Benefit Plans for more detail. On May 28, 2024, the Company granted 70,000 shares of restricted common stock that were fully vested upon grant date as compensation to a consultant of the Company.
Removed
The common stock was issued pursuant to Section 4(a)(2) of the Securities Act. Refer to Note 23 – Employee Benefit Plans for more detail.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

57 edited+32 added−11 removed30 unchanged
Biggest changeAs of December 31, 2024, we have incurred approximately $3.4 million out of the $4.3 million total budget for these vendors. (4) In June 2023, we entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC with a total minimum expense of approximately $1.2 million for this arrangement.
Biggest change(3) In June 2023, we entered into an amendment to its service agreement with Broadridge Securities Processing Solutions, LLC with a total minimum expense of approximately $1.2 million for this arrangement. 27 Shelf Registration Statement; At the Market Offering 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.
A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations.
A significant portion of our assets not held by customers or used for stock borrow / stock loan consisted primarily of cash and cash equivalents, and securities owned, at fair value, which are marked-to-market daily, and receivables from and deposits with broker-dealers and clearing organizations.
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 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.
RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements. MSCO can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements.
RISE, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1 and the corresponding regulatory capital requirements. MSCO can transfer funds to Siebert as long as it maintains its liquidity and regulatory capital requirements. RISE can transfer funds to Siebert as long as RISE maintains its liquidity and regulatory capital requirements.
The total minimum expense for this arrangement is estimated at approximately $1.2 million over the duration of the contract. 29 Off-Balance Sheet Arrangements 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.
The total minimum expense for this arrangement is estimated at approximately $1.2 million over the duration of the contract. Off-Balance Sheet Arrangements 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.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in Part I, Item 1A - Risk Factors. Overview We are a financial services company and provide a wide variety of financial services to our clients.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly in Part I, Item 1A - Risk Factors. Overview We are primarily a financial services company and provide a wide variety of financial services to our clients.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. 30 We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.
We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line in the consolidated statements of operations. Accrued interest and penalties would be included on the related tax liability line in the consolidated statements of financial condition.
We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line in the statements of operations. Accrued interest and penalties would be included on the related tax liability line in the statements of financial condition.
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 years ended December 31, 2024 and 2023.
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 years ended December 31, 2025 and 2024.
As of December 31, 2024, we were in compliance with all covenants related to our debt agreements. Cash Requirements The following table summarizes our short and long-term material cash requirements as of December 31, 2024.
As of December 31, 2025, we were in compliance with all covenants related to our debt agreements. Cash Requirements The following table summarizes our short and long-term material cash requirements as of December 31, 2025.
We have exposure to market risk primarily through our broker-dealer trading operations. Through our broker-dealer subsidiary, we trade debt obligations and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions. Inventory levels may fluctuate daily as a result of client demand. Our primary market risks relate to interest rates and equity prices.
Through our broker-dealer subsidiary, we trade debt obligations and equity securities and maintain trading inventories to ensure availability of securities to facilitate client transactions. Inventory levels may fluctuate daily as a result of client demand. Our primary market risks relate to interest rates and equity prices.
We seek to mitigate this risk by managing the average maturities of our U.S. government securities portfolio and setting risk parameters for securities owned, at fair value. 23 The following table presents simulated changes to net interest revenue over the next 12 months beginning December 31, 2024 and 2023 of a gradual increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period: As of December 31, 2024 2023 Increase of 200 basis points 32 % 36 % Increase of 100 basis points 18 % 20 % Increase of 50 basis points 11 % 5 % Decrease of 50 basis points (4 )% (3 )% Decrease of 100 basis points (11 )% (10 )% Decrease of 200 basis points (26 )% (25 )% The difference in our simulated incremental increases and decreases in the market interest rates as of December 31, 2024 compared to 2023 is primarily due to an increase in the proportion of segregated cash to segregated securities and a decrease in the proportion of margin debit balances to cash credit balances.
We seek to mitigate this risk by managing the average maturities of our U.S. government securities portfolio and setting risk parameters for securities owned, at fair value. 23 The following table presents simulated changes to net interest revenue over the next 12 months beginning December 31, 2025 and 2024 of a gradual increase or decrease in market interest rates relative to prevailing market rates at the end of each reporting period: As of December 31, 2025 2024 Increase of 200 basis points 34 % 32 % Increase of 100 basis points 18 % 18 % Increase of 50 basis points 9 % 11 % Decrease of 50 basis points (7 )% (4 )% Decrease of 100 basis points (15 )% (11 )% Decrease of 200 basis points (31 )% (26 )% The difference in our simulated incremental increases and decreases in the market interest rates as of December 31, 2025 compared to 2024 is primarily due to an increase in the proportion of segregated cash to segregated securities.
In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as the DTCC and OCC, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility.
In addition to net capital requirements, as a self-clearing broker-dealer, MSCO is subject to cash deposit and collateral requirements with clearing houses, such as Depository Trust and Clearing Corporation (“DTCC”) and the Options Clearing Corporation (“OCC”), which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility.
Client Account Metrics – Retail Customers As of December 31, 2024 2023 Retail customer net worth (in billions) $ 18.0 $ 15.9 Retail customer margin debit balances (in billions) $ 0.4 $ 0.3 Retail customer credit balances (in billions) $ 0.4 $ 0.5 Retail customer money market fund value (in billions) $ 0.8 $ 0.7 Retail customer accounts 160,054 153,727 ● Retail customer net worth represents the total value of securities and cash in the retail customer accounts after deducting margin debits ● Retail customer margin debit balances represent credit extended to our customers to finance their purchases against current positions ● Retail customer credit balances represent client cash held in brokerage accounts ● Retail customer money market fund value represents all retail customers accounts invested in money market funds ● Retail customer accounts represent the number of retail customers 24 Consolidated Statements of Operations and Financial Condition Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 Revenue Commissions and fees for the year ended December 31, 2024 were $9,615,000 and increased by $2,339,000 from the corresponding period in the prior year, primarily due to strong market conditions.
Client Account Metrics – Retail Customers As of December 31, 2025 2024 Retail customer net worth (in billions) $ 19.5 $ 18.0 Retail customer margin debit balances (in billions) $ 0.4 $ 0.4 Retail customer credit balances (in billions) $ 0.5 $ 0.4 Retail customer money market fund value (in billions) $ 1.0 $ 0.8 Retail customer accounts 166,217 160,054 ● Retail customer net worth represents the total value of securities and cash in the retail customer accounts after deducting margin debits ● Retail customer margin debit balances represent credit extended to our customers to finance their purchases against current positions ● Retail customer credit balances represent client cash held in brokerage accounts ● Retail customer money market fund value represents all retail customers accounts invested in money market funds ● Retail customer accounts represent the number of retail customers 24 Consolidated Statements of Operations and Financial Condition Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 Revenue Commissions and fees for the year ended December 31, 2025 were $8,941,000 and decreased by $674,000 from the corresponding period in the prior year, primarily due to market conditions.
We believe that these ongoing investments in technology will be key to meeting the needs of our retail customers, correspondent clearing, corporate services as well as expand into new markets and demographics. Client Account and Activity Metrics The following tables set forth metrics we use in analyzing our client account and activity trends for the periods indicated.
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. Client Account and Activity Metrics The following tables set forth metrics we use in analyzing our client account and activity trends for the periods indicated.
Advisory fees for the year ended December 31, 2024 were $2,369,000 and increased by $441,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Advisory fees for the year ended December 31, 2025 were $3,324,000 and increased by $955,000 from the corresponding period in the prior year, primarily due to growth in platform assets.
Uncertain Tax Positions We account for uncertain tax positions in accordance with the authoritative guidance issued under FASB ASC Subtopic 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.
Refer to Note 18 – Financial Instruments with Off-Balance Sheet Risk for additional detail. Uncertain Tax Positions We account for uncertain tax positions in accordance with the authoritative guidance issued under ASC 740-10, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.
Financial Overview In 2024, earnings per share were $0.33, compared to earnings per share of $0.21 in 2023. In 2024, our net revenues were $83.9 million and net income was $13.3 million, compared to net revenues of $71.5 million and net income of $7.8 million in 2023.
Financial Overview In 2025, earnings per share were $0.13, compared to earnings per share of $0.33 in 2024. In 2025, our net revenues were $94.2 million and net income was $5.1 million, compared to net revenues of $83.9 million and net income of $13.3 million in 2024.
Interest expense for the year ended December 31, 2024 was $262,000 and decreased by $1,000 from the corresponding period in the prior year. Advertising and promotion expenses for the year ended December 31, 2024 were $348,000 and increased by $193,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives in 2024.
Advertising and promotion expenses for the year ended December 31, 2025 were $1,083,000 and increased by $735,000 from the corresponding period in the prior year, primarily due to an increase in marketing initiatives.
Liabilities Liabilities as of December 31, 2024 were $434,576,000 and decreased by $296,515,000 from December 31, 2023, primarily due to a decrease in securities loaned and payables to customers. Liquidity and Capital Resources Overview As of December 31, 2024, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business.
Liabilities Liabilities as of December 31, 2025 were $669,882,000 and increased by $235,306,000 from December 31, 2024, primarily due to an increase in securities loaned and payables to customers. Liquidity and Capital Resources Overview As of December 31, 2025, a significant portion of our assets were liquid in nature, providing us with flexibility in financing our business.
Refer to Note 6 – Kakaopay Transaction for further detail. 28 (2) On December 30, 2021, we purchased the Miami office building and financed part of the purchase price with a mortgage with East West Bank. (3) We have entered into agreements with technology vendors for certain development projects related to our Retail Platform.
Refer to Note 6 – Kakaopay Transaction for further detail. (2) On December 30, 2021, we purchased the Miami office building and financed part of the purchase price with a mortgage with East West Bank.
Stock borrow / stock loan for the year ended December 31, 2024 was $19,249,000 and increased by $3,077,000 from the corresponding period in the prior year, primarily due to a growth in stock locate services.
Stock borrow / stock loan for the year ended December 31, 2025 was $29,034,000 and increased by $9,785,000 from the corresponding period in the prior year, primarily due to a growth in stock locate services and securities lending businesses.
The tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
The tax benefits recognized in the consolidated financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.
We satisfied its condition precedent to deliver a legal option to BMO Harris on December 18, 2024. Debt Agreements We have $4.2 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of December 31, 2024.
We were in compliance with the requirements of the BMO Credit Agreement as of December 31, 2025. Other Debt Agreements We have $4.1 million outstanding on our mortgage with East West Bank and an unutilized line of credit for short term overnight demand borrowing of up to $25 million with BMO Harris as of December 31, 2025.
Refer to Note 17 – Income Taxes for additional detail. Net Income (Loss) Attributable to Noncontrolling Interests As further discussed in Note 2 – Summary of Significant Accounting Policies, we consolidate RISE’s financial results into our consolidated financial statements and reflect the portion of RISE not held by Siebert as a noncontrolling interests in our consolidated financial statements.
As further discussed in Note 2 – Summary of Significant Accounting Policies, we consolidate RISE’s financial results into our consolidated financial statements and reflect the portion of RISE that was previously not held by Siebert as a noncontrolling interests in our consolidated financial statements. As of December 31, 2025, RISE was wholly-owned by Siebert.
Payments Due by Period 2025 2026 2027 2028 2029 Thereafter Total Operating lease commitments $ 1,048,000 $ 836,000 $ 594,000 $ 503,000 $ 45,000 $ — $ 3,026,000 Kakaopay fee (1) 2,000,000 1,000,000 — — — — 3,000,000 Mortgage with East West Bank (2) 88,000 91,000 95,000 98,000 112,000 3,744,000 4,228,000 Technology vendors (3) 872,000 — — — — — 872,000 Broadridge contract (4) 407,000 170,000 — — — — 577,000 Total $ 4,415,000 $ 2,097,000 $ 689,000 $ 601,000 $ 157,000 $ 3,744,000 $ 11,703,000 (1) Pursuant to the Settlement Agreement with Kakaopay, we are obligated to pay Kakaopay a fee of $5 million payable in ten quarterly installments that began in the first quarter of 2024.
Payments Due by Period 2026 2027 2028 2029 2030 Thereafter Total Operating lease commitments $ 1,233,000 $ 885,000 $ 568,000 $ 58,000 $ — $ — $ 2,744,000 Kakaopay fee (1) 1,000,000 — — — — — 1,000,000 Mortgage with East West Bank (2) 91,000 95,000 98,000 112,000 117,000 3,627,000 4,140,000 Broadridge contract (3) 170,000 — — — — — 170,000 Total $ 2,494,000 $ 980,000 $ 666,000 $ 170,000 $ 117,000 $ 3,627,000 $ 8,054,000 (1) Pursuant to the Settlement Agreement with Kakaopay, we are obligated to pay Kakaopay a fee of $5 million payable in ten quarterly installments that began in the first quarter of 2024.
Critical Accounting Policies and Estimates We generally follow accounting policies standard in the brokerage industry and believe that our policies appropriately reflect our financial position and results of operations. Our management team makes significant estimates that affect the reported amounts of assets, liabilities, and expenses, and the related disclosure of contingent assets and liabilities included in the consolidated financial statements.
Our management team makes significant estimates that affect the reported amounts of assets, liabilities, and expenses, and the related disclosure of contingent assets and liabilities included in the consolidated financial statements.
Provision For (Benefit From) Income Taxes The provision for income taxes for the year ended December 31, 2024 was $4,165,000 and increased by $750,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to increased profitability year over year.
Provision For (Benefit From) Income Taxes The provision for income taxes for the year ended December 31, 2025 was $445,000 and decreased by $3,720,000 from the corresponding period in the prior year. The change from the corresponding period in the prior year is primarily due to a decrease in pre-tax earnings year over year.
Refer to Note 18 – Capital Requirements for more detail on our capital requirements. Cash Flows Cash provided by and used in operating activities consisted of net income (loss) adjusted for certain non-cash items.
For the years ended December 31, 2025 and 2024, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements. Refer to Note 17 – Capital Requirements for more detail on our capital requirements. Cash Flows Cash provided by and used in operating activities consisted of net income (loss) adjusted for certain non-cash items.
As part of this agreement, we received a one-time business development credit of $3 million, and NFS will pay us four annual credits of $100,000 over the term of the agreement.
As part of this agreement, we received a one-time business development credit of $3 million, and NFS paid us four annual credits of $100,000 over the term of the agreement. Refer to Note 15 – Deferred Contract Incentive and Note 20 – Commitments, Contingencies and Other for additional detail.
Technology and communications expenses for the year ended December 31, 2024 were $3,940,000 and increased by $576,000 from the corresponding period in the prior year, primarily due to an expansion of technological infrastructure. 25 Other general and administrative expenses for the year ended December 31, 2024 were $4,488,000 and increased by $78,000 from the corresponding period in the prior year.
Technology and communications expenses for the year ended December 31, 2025 were $5,255,000 and increased by $1,315,000 from the corresponding period in the prior year, primarily due to additional software costs and an expansion of technological infrastructure.
This credit facility allows the Company to fund acquisitions, execute stock buybacks, and meet general corporate needs up to $10 million, ensuring access to capital for both growth and operational purposes.
EWB Credit Agreement 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.
Clearing fees, including execution costs for the year ended December 31, 2024 were $1,607,000 and decreased by $65,000 from the corresponding period in the prior year.
Clearing fees, including execution costs for the year ended December 31, 2025 were $2,149,000 and increased by $542,000 from the corresponding period in the prior year, primarily due to increased market activity.
The amendment also provides for an early termination fee; however, as of December 31, 2024, we do not expect to terminate the contract with NFS before the end of the contract term. Refer to Note 16 – Deferred Contract Incentive and Note 21 – Commitments, Contingencies and Other for additional detail.
The amendment also provides for an early termination fee; however, as of December 31, 2025, we do not expect to terminate the contract with NFS before the end of the contract term. For the years ended December 31, 2025 and 2024, there was no expense recognized for any early termination fees.
FASB ASC Subtopic 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line in the statements of operations.
We recognize interest and penalties related to unrecognized tax benefits on the provision for income taxes line in the consolidated statements of operations.
Long Term Contracts Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of their arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025.
For the year ended December 31, 2025, cash flows provided by financing activities increased by $1.4 million compared to 2024, which was primarily driven by a short-term bank loan partially offset by the purchase of RISE interests. 28 Long Term Contracts Effective August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extended the term of their arrangement for an additional four-year period commencing on August 1, 2021 and ending July 31, 2025.
Rent and occupancy expenses for the year ended December 31, 2024 were $1,631,000 and decreased by $242,000 from the corresponding period in the prior year, primarily due to a discontinued rent expense related to the temporary Miami office.
Rent and occupancy expenses for the year ended December 31, 2025 were $1,855,000 and increased by $224,000 from the corresponding period in the prior year, primarily due to the expansion into new office space.
Data processing expenses for the year ended December 31, 2024 were $3,200,000 and decreased by $36,000 from the corresponding period in the prior year.
Data processing expenses for the year ended December 31, 2025 were $3,989,000 and increased by $789,000 from the corresponding period in the prior year, primarily due to expansion of technology infrastructure .
Disregarded entities and income tax treatment Starting in 2024, both MSCO and SNXT are single member limited liability companies that will be treated as disregarded entities for tax purposes. As such, both MSCO and SNXT will no longer be subject to direct taxation and will be disregarded by the relevant tax authorities.
As such, both MSCO and SNXT will no longer be subject to direct taxation and will be disregarded by the relevant tax authorities.
MSCO and SNXT are not making the available election to allocate income taxes. Accordingly, on a prospective basis, MSCO and SNXT will no longer record current or deferred income taxes. Recent Accounting Pronouncements Refer to Note 2 – Summary of Significant Accounting Policies for information regarding new Accounting Standards Updates (“ASU”s) issued by the FASB.
MSCO and SNXT are not making the available election to allocate income taxes. Accordingly, on a prospective basis, MSCO and SNXT will no longer record current or deferred income taxes.
As of the date of this Report, other than the items detailed in the section below, there are no known or material events that would require us to use large amounts of our liquid assets to cover expenses. Kakaopay The net capital infusion from Kakaopay to Siebert from the First Tranche was approximately $14.8 million after the issuance cost.
As of the date of this Report, other than the items detailed in the section below, there are no known or material events that would require us to use large amounts of our liquid assets to cover expenses. 26 Cash and Cash Equivalents Our cash and cash equivalents were $22.4 million and $32.6 million as of December 31, 2025 and 2024, respectively.
Gebbia, and their trust, further strengthen the Company’s borrowing position and help secure favorable terms. 27 BMO Credit Agreement 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.
The Company did not use this credit facility during the year ended December 31, 2024. BMO Credit Agreement 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.
Professional fees for the year ended December 31, 2024 were $5,578,000 and increased by $1,119,000 from the corresponding period in the prior year, primarily due to an increase in legal and accounting fees offset by a decrease in consulting services.
Professional fees for the year ended December 31, 2025 were $6,033,000 and increased by $455,000 from the corresponding period in the prior year, primarily due to increase in accounting and legal fees. 25 Depreciation and amortization expenses for the year ended December 31, 2025 were $2,399,000 and increased by $1,019,000 from the corresponding period in the prior year, primarily due to an increase in amortization for the technology projects placed in service.
The net income attributable to noncontrolling interests for the year ended December 31, 2024 was $17,000, and decreased by $1,000 from the corresponding period in the prior year. 26 Consolidated Statements of Financial Condition as of December 31, 2024 and 2023 Assets Assets as of December 31, 2024 were $519,668,000 and decreased by $282,132,000 from December 31, 2023, primarily due to a decrease in securities borrowed and cash and securities segregated, partially offset by an increase in cash and cash equivalents.
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 Assets Assets as of December 31, 2025 were $759,042,000 and increased by $239,374,000 from December 31, 2024, primarily due to an increase in securities borrowed partially offset by a decrease in cash and cash equivalents and cash and securities segregated for regulatory purposes.
Principal transactions and proprietary trading for the year ended December 31, 2024 were $14,616,000 and increased by $1,522,000 from the corresponding period in the prior year, primarily due to the factors discussed below. The increase in realized and unrealized gain on primarily riskless principal transactions was primarily due to market conditions.
Principal transactions and proprietary trading for the year ended December 31, 2025 were $17,479,000 and increased by $2,863,000 from the corresponding period in the prior year, primarily due to market conditions and the gain on our Investment in Equity Security. Investment banking for the year ended December 31, 2025 was $769,000 which was a new business line in 2025.
Other income for the year ended December 31, 2024 was $3,390,000 and increased by $1,227,000 from the corresponding period in the prior year, primarily due to fees related to an increase in maintenance fees during the current year.
Other income for the year ended December 31, 2025 was $4,835,000 and increased by $1,445,000 from the corresponding period in the prior year, primarily due to new revenue from our media, sports and entertainment segment.
The two-year term of the Credit Agreement, combined with a competitive interest rate structure that is tied to either the one-month Term SOFR plus 3.15% or a minimum of 7.50%, provides a stable and predictable financing source. The personal guarantees provided by key executives, John J. Gebbia and Gloria E.
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.
Operating Expenses Employee compensation and benefits for the year ended December 31, 2024 were $43,999,000 and increased by $12,063,000 from the corresponding period in the prior year, primarily due to an increase in commission payouts and executive compensation.
Operating Expenses Employee compensation and benefits for the year ended December 31, 2025 were $58,475,000 and increased by $14,476,000 from the corresponding period in the prior year, primarily due to an 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.
For the year ended December 31, 2024, cash used in operating activities increased by $14.9 million compared to 2023, which was primarily driven by the inclusion of cash and securities segregated for regulatory purposes, which were previously not presented in the operating section.
For the year ended December 31, 2025, cash provided by operating activities increased by $0.2 million compared to 2024, which was primarily driven by the net changes in securities loaned and borrowed, receivables and payables to customers and non-customers, securities segregated for regulatory purposes, and other working capital adjustments.
Accrued interest and penalties would be included on the related tax liability line in the statements of financial condition. As of both December 31, 2024 and 2023, the Company recorded an uncertain tax position of $1,354,000 and $1,405,000, respectively, related to various tax matters, which is included in the line item “Taxes payable” in the statements of financial condition.
As of both December 31, 2025 and 2024, we recorded an uncertain tax position of $63,000 and $1,354,000, respectively, related to various tax matters, which is included in the line item “Taxes payable” in the statements of financial condition. 29 Tax Legislation On July 4, 2025, OBBBA was enacted and introduced several taxpayer-favorable modifications including making key changes to provisions originally enacted under the Tax Cuts and Jobs Act (“TCJA”) of 2017.
Transaction termination costs for the year ended December 31, 2024 was $0 and decreased by $5,943,000 from the corresponding period in the prior year due to costs associated with the termination of the Kakaopay transaction in 2023.
Interest expense for the year ended December 31, 2025 was $452,000 and increased by $190,000 from the corresponding period in the prior year primarily related to the termination agreement with Kakaopay in 2024 . Refer to Note 6 – Kakopay Transaction for further information.
Interest, marketing and distribution fees for the year ended December 31, 2024 were $32,407,000 and increased by $2,830,000 from the corresponding period in the prior year primarily due to an increase in interest income received on U.S. government securities and bank deposits.
Interest, marketing and distribution fees for the year ended December 31, 2025 were $27,624,000 and decreased by $4,783,000 from the corresponding period in the prior year primarily due to a decline in interest rates.
We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries. 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.
This segment represents a limited portion of our overall operations, and its results may vary based on the timing of projects and broader industry conditions. 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.
For the year ended December 31, 2024, cash used in investing activities increased by $3.5 million compared to 2023, which was primarily driven by the acquisition of GE as well as certain development projects related to our Retail Platform in 2024.
For the year ended December 31, 2025, cash used in investing activities increased by $0.6 million compared to 2024, which was primarily driven by our investment in IQvestment Holdings, LLC, (“FusionIQ”). FusionIQ, partially offset by a decrease in investments in software development costs and office facilities in 2025.
Financial highlights as of December 31, 2024: ● Retail customer net worth increased by 13% to $18.0 billion compared to 2023 ● Revenue related to stock borrow / stock loan increased by 19% to 19.2 million compared to 2023 ● Revenue related to commissions and fees increased by 32% to $9.6 million compared to 2023 Trends and Key Factors Affecting our Operations Market Risk Market risk is our risk of loss resulting from the impact of changes in market prices on our trading inventory and investment positions.
Trends and Key Factors Affecting our Operations Market Risk Market risk is our risk of loss resulting from the impact of changes in market prices on our trading inventory and investment positions. We have exposure to market risk primarily through our broker-dealer trading operations.
Non-Operating Income (Loss) The earnings of equity method investment in related party for the year ended December 31, 2024 was $0 and decreased by $111,000 from the corresponding period in the prior year, primarily due to the exit of our investment in Tigress in the third quarter of 2023.
Refer to Note 16 – Income Taxes for additional detail. Net Income (Loss) Attributable to Noncontrolling Interests The net income attributable to noncontrolling interests for the year ended December 31, 2025 was $0 and decreased by $17,000 from the corresponding period in the prior year due to lower income in RISE.
Depreciation and amortization expenses for the year ended December 31, 2024 were $1,380,000 and decreased by $640,000 from the corresponding period in the prior year, primarily due to the write off of development related to integration of a technology platform that occurred in the prior year.
Other general and administrative expenses for the year ended December 31, 2025 were $6,946,000 and increased by $2,458,000 from the corresponding period in the prior year primarily due to the start-up cost and expansion of new business lines .
Removed
Technology Initiatives At the end of 2023, we hired new technology personnel, changed our primary software development vendor, and made investments in technology development.
Added
We operate in business lines such as retail brokerage, investment advisory, insurance, and technology development through our wholly-owned and majority-owned subsidiaries. We also operate a smaller Media, Entertainment, and Sports segment that provides talent management and related services.
Removed
Some of these technology investments include the development of a Siebert mobile trading application, online platform for our retail customer base and corporate services clients, as well as upgrades to our technological and operational infrastructure to support these platforms and future growth.
Added
Financial highlights as of December 31, 2025: ● Retail customer net worth increased by 9% to $19.5 billion compared to 2024 ● Revenue related to stock borrow / stock loan increased by 51% to 29.0 million compared to 2024 ● Revenue related to principal transactions and proprietary trading increased by 20% to $17.5 million compared to 2024 Investment in Equity Security In the first quarter of 2025, Siebert participated in a private placement and acquired restricted shares of a privately held U.S. company (the “Investment in Equity Security”).
Removed
The decrease in unrealized gain on our portfolio of U.S. government securities was due to the maturity of certain U.S. government securities and a decrease in investment in U.S. government securities based on market yields and cash needs. Below is a summary of the change in the principal transactions and proprietary trading line item for the periods presented.
Added
In June 2025, after the lifting of contractual sale restrictions, Siebert sold the majority of its Investment in Equity Security for an average price of $19.00 per share, with the remaining position sold by August 2025. Siebert recognized a total realized gain related to this transaction of $2.4 million for the year ended December 31, 2025.
Removed
Year Ended December 31, 2024 2023 Year over Year Increase Principal transactions and proprietary trading Realized and unrealized gain on primarily riskless principal transactions $ 14,251,000 $ 9,275,000 $ 4,976,000 Realized and unrealized gain (loss) on portfolio of U.S. government securities 365,000 3,819,000 (3,454,000 ) Total Principal transactions and proprietary trading $ 14,616,000 $ 13,094,000 $ 1,522,000 Market making for the year ended December 31, 2024 was $2,255,000 and increased by $951,000 from the corresponding period in the prior year, primarily due to strong equity markets.
Added
Developments in 2025 Acquisition of BMLG Assets 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.
Removed
The impairment of investments for the year ended December 31, 2024 was $0 and decrease by $1,035,000 from the corresponding period in the prior year, primarily due to the impairment of our investment in a technology provider of a trading platform and the impairment of our investment in Tigress occurring in 2023.
Added
The total cost of the acquisition was $441,000, which includes cash consideration of $337,000 and direct transaction costs of $104,000. 20 NIL Revenue In the third quarter of 2025, we began earning a new revenue stream relating to Name, Image and Likeness (“NIL”) negotiation services on behalf of student-athletes with university athletic departments or NIL collectives totaling $594,000 in the year ended December 31, 2025.
Removed
This capital is currently being 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” in the consolidated statements of financial condition. Refer to Note 6 – Kakaopay Transaction for further detail.
Added
RISE Transaction Siebert purchased the remaining 32% ownership interest in RISE on October 28, 2025, for $3.7 million. After the transaction, RISE became a wholly-owned subsidiary of Siebert, which allows Siebert to fully benefit from any future operations and economic benefit of this subsidiary. Refer to Note 5 – RISE for further information.
Removed
Cash and Cash Equivalents Our cash and cash equivalents were $32.6 million and $5.7 million as of December 31, 2024 and 2023, respectively. Credit Agreement On August 15, 2024, we entered into the Credit Agreement with East West Bank providing a $20 million revolving credit facility, which offers substantial financial flexibility to support our strategic initiatives.
Added
Agreement with NFS Effective September 29, 2025, MSCO amended its clearing agreement with NFS, extending the term of the arrangement through October 1, 2030. As part of the amendment, Siebert received a one-time $4.8 million business development credit. Refer to Note 15 – Deferred Contract Incentive and Note 20 – Commitments, Contingencies and Other for additional detail.
Removed
RISE can transfer funds to its shareholders, of which Siebert is entitled to its proportional ownership interest, as long as RISE maintains its liquidity and regulatory capital requirements. For the years ended December 31, 2024 and 2023, MSCO and RISE had sufficient net capital to meet their respective liquidity and regulatory capital requirements.
Added
Segments We manage our business through the following reportable segments: ● Financial Services ● Media, Sports, and Entertainment Segment results are evaluated based on operating income, which reflect the manner in which management assesses performance and allocates resources.
Removed
The increase was further impacted by the outflows related to the Kakao settlement and contract termination payments, as well as a decrease in payables to customers and securities loaned. These outflows were partially offset by inflows from securities borrowed, receivables from customers, and other working capital adjustments.
Added
Financial Services 2025 2024 Commissions and fees $ 8,941,000 $ 9,615,000 Interest, marketing and distribution fees 27,624,000 32,407,000 Principal transactions and proprietary trading 17,479,000 14,616,000 Investment banking 769,000 — Market making 2,196,000 2,255,000 Stock borrow / stock loan 29,034,000 19,249,000 Advisory fees 3,324,000 2,369,000 Other income 3,625,000 3,390,000 Total Revenue 92,992,000 83,901,000 Significant segment expenses: Employee compensation and benefits 57,541,000 43,999,000 Clearing fees, including execution costs 2,149,000 1,607,000 Technology and communications 5,243,000 3,940,000 Other general and administrative 6,382,000 4,465,000 Data processing 3,989,000 3,200,000 Rent and occupancy 1,788,000 1,631,000 Professional fees 5,669,000 5,501,000 Depreciation and amortization 2,341,000 1,380,000 Interest expense 452,000 262,000 Advertising and promotion 686,000 348,000 Total Expenses 86,240,000 66,333,000 Operating income $ 6,752,000 $ 17,568,000 21 Financial services operating income decreased year over year primarily due to: ● Higher personnel expenses driven by the launch and expansion of new business lines ● Lower interest income on customer balances resulting from declining interest rates ● Increased technology expenditures and higher general and administrative costs ● Partially offset by: ○ Higher revenues from stock loan and stock borrow activities ○ Increased principal transaction revenues attributable to market conditions and the gain on investment in equity security Management continues to focus on: ● Expanding into complementary growth areas such as investment banking, to diversify revenue and reduce reliance on transaction-based brokerage activity ● Investing in technology through both internal innovation and strategic partnerships to modernize our platforms, enhance automation, and support scalable growth. ● Driving disciplined expense management and operational efficiency initiatives to improve margins and long-term profitability.
Removed
For the year ended December 31, 2024, we had a cash outflow of $0.1 million from financing activities, compared to a net cash inflow of $13.0 million in 2023, which was primarily driven by the issuance of the Company’s common stock related to the transaction with Kakaopay in 2023. Refer to Note 6 – Kakaopay Transaction for additional detail.
Added
Media, Sports and Entertainment 2025 2024 Music and artist services revenue $ 616,000 $ — NIL revenue 594,000 — Total Revenue 1,210,000 — Significant segment expenses: Employee compensation and benefits 934,000 — Technology and communications 12,000 — Other general and administrative 197,000 23,000 Rent and occupancy 67,000 — Professional fees 364,000 77,000 Depreciation and amortization 58,000 — Advertising and promotion 397,000 — Music production, manufacturing and distribution costs 367,000 — Total Expenses 2,396,000 100,000 Operating income (loss) $ (1,186,000 ) $ (100,000 ) 22 Media, Sports and Entertainment operating income decreased year over year primarily due to: ● Expenses associated with the first full year of music production and operations ● Onboarding and related personnel costs associated with integrating the marketing and distribution team from BMLG ● Increased investment in artist development, including enhanced content production, marketing initiatives, and promotional activities to support emerging talent.
Removed
Refer to Note 19 – Financial Instruments with Off-Balance Sheet Risk for additional detail.
Added
Management continues to focus on: ● Investing in the development of new artists and talent while maximizing the commercial potential of established, high-performing creators. ● Expanding recurring, service-based revenue streams to enhance revenue stability and predictability. ● Growing its NIL athlete pipeline through targeted sourcing, relationship development, and brand partnership opportunities.
Added
Management notes that this segment did not contribute positively to operating results during the years ended December 31, 2025 and 2024, which is consistent with expectations for early-stage record labels. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe are exposed to the risk of loss on unsettled customer transactions if customers and other counterparties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transactions in the last five years.
Biggest changeWe are exposed to the risk of loss of unsettled customer transactions if customers and other counterparties are unable to fulfill their contractual obligations. There were no material losses for unsettled customer transactions in the last five years.

Other SIEB 10-K year-over-year comparisons